0001193125-12-266840 Sample Contracts

Exhibit (e)(3) BROKER DEALER SELLING AGREEMENT
Broker Dealer • June 11th, 2012 • Transparent Value Trust • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and , a company having its principal place of business (hereinafter “Broker/Dealer”).

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Exhibit (d)(2)(c) EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 11th, 2012 • Transparent Value Trust

EXPENSE LIMITATION AGREEMENT, effective as of June 11 , 2012 by and between Guggenheim Investment Management, LLC (the “Adviser”) and Transparent Value Trust (the “Trust”) (the “Agreement”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

Exhibit (e)(2) TRANSPARENT VALUE TRUST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • June 11th, 2012 • Transparent Value Trust

WHEREAS, in light of the foregoing, ALPS and the Trust wish to modify the provisions of the Agreement to reflect revised APPENDIX A – LIST OF PORTFOLIOS.

Exhibit (h)(1)(b) TRANSPARENT VALUE TRUST AMENDMENT TO ADMINISTRATION, BOOKEEPING AND PRICING SERVICES AGREEMENT
Services Agreement • June 11th, 2012 • Transparent Value Trust

WHEREAS, ALPS and the Trust have entered into an Administration, Bookkeeping and Pricing Services Agreement dated April 1, 2010, as amended January 28, 2011 (the “Agreement”);

Exhibit (h)(3)(b) TRANSPARENT VALUE TRUST AMENDMENT TO TRANSFER AGENCY AND INTERACTIVE CLIENT SERVICES AGREEMENT
Services Agreement • June 11th, 2012 • Transparent Value Trust

WHEREAS, ALPS and the Trust have entered into a Transfer Agency and Interactive Client Services Agreement dated April 1, 2010, as amended January 28, 2011 (the “Agreement”);

Exhibit (h)(2)(b) TRANSPARENT VALUE TRUST AMENDMENT TO TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • June 11th, 2012 • Transparent Value Trust

WHEREAS, ALPS and the Trust have entered into a Transfer Agency and Services Agreement dated April 1, 2010, as amended January 28, 2011 (the “Agreement”);

Exhibit (h)(4)(b) TRANSPARENT VALUE TRUST AMENDMENT TO CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
Chief Compliance Officer Services Agreement • June 11th, 2012 • Transparent Value Trust

WHEREAS, ALPS and the Trust have entered into a Chief Compliance Officer Services Agreement dated April 1, 2010, as amended January 28, 2011 (the “Agreement”);

Exhibit (h)(5) SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • June 11th, 2012 • Transparent Value Trust • Colorado

THIS SHAREHOLDER SERVICING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and , a company having its principal place of business at , , (hereinafter “Servicer”).

Exhibit (d)(3)(b) TRANSPARENT VALUE TRUST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 11th, 2012 • Transparent Value Trust

THIS AMENDMENT is made as of June 11, 2012 by and between, GUGGENHEIM INVESTMENT MANAGEMENT, LLC (“GIM”) and TRANSPARENT VALUE ADVISORS, LLC ( “TVA”).

Exhibit (d)(1)(b) TRANSPARENT VALUE TRUST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 11th, 2012 • Transparent Value Trust

THIS AMENDMENT is made as of June 11, 2012 by and between Guggenheim Investment Management LLC (“GIM”) and Transparent Value Trust (the “Trust”).

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