0001193125-14-184346 Sample Contracts

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 6th, 2014 • Transparent Value Trust

EXPENSE LIMITATION AGREEMENT, effective as of April 28 , 2014 by and between Guggenheim Partners 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”).

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TRANSPARENT VALUE TRUST AMENDMENT TO TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • May 6th, 2014 • 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, June 11, 2012, January 28, 2013 and January 28, 2014 (the “Agreement”);

TRANSPARENT VALUE TRUST AMENDMENT TO CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
Chief Compliance Officer Services Agreement • May 6th, 2014 • 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, June 11, 2012, January 28, 2013 and January 28, 2014 (the “Agreement”);

TRANSPARENT VALUE TRUST AMENDMENT TO DISTRIBUTION AGREEMENT
Transparent Value Trust • May 6th, 2014 • Transparent Value Trust

WHEREAS, ALPS and the Trust have entered into a Distribution Agreement dated November 1, 2011, as amended June 11, 2012, January 28, 2013 and January 28, 2014 (the “Agreement”);

TRANSPARENT VALUE TRUST AMENDMENT TO TRANSFER AGENCY INTERACTIVE CLIENT SERVICES AGREEMENT
Transparent Value Trust • May 6th, 2014 • Transparent Value Trust

WHEREAS, ALPS and the Trust have entered into a Transfer Agency Interactive Client Services Agreement dated April 1, 2010, as amended January 28, 2011, June 11, 2012, January 28, 2013 and January 28, 2014 (the “Agreement”);

TRANSPARENT VALUE TRUST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 6th, 2014 • Transparent Value Trust

THIS AMENDMENT (this “Amendment”) is made as of April 28, 2014 by and between, GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC (“GPIM”) and TRANSPARENT VALUE ADVISORS, LLC (“TVA”).

TRANSPARENT VALUE TRUST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 6th, 2014 • Transparent Value Trust

THIS AMENDMENT (this “Amendment”) is made as of April 28, 2014 by and between Guggenheim Partners Investment Management, LLC (“GPIM”) and Transparent Value Trust (the “Trust”).

TRANSPARENT VALUE TRUST AMENDMENT TO ADMINISTRATION, BOOKEEPING AND PRICING SERVICES AGREEMENT
Services Agreement • May 6th, 2014 • 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, June 11, 2012, January 28, 2013 and January 28, 2014 (the “Agreement”);

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