0001628280-16-016508 Sample Contracts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • May 19th, 2016 • Transparent Value Trust

WHEREAS, THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made and entered into as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth, to be effective upon the filing of the executed Certificate of Trust with the state of Delaware.

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BY-LAWS OF TRANSPARENT VALUE TRUST
By-Laws • May 19th, 2016 • Transparent Value Trust
DEALER AGREEMENT
Dealer Agreement • May 19th, 2016 • Transparent Value Trust • Delaware

Guggenheim Funds Distributors, LLC (the “Distributor”) serves as the principal underwriter for the Guggenheim family of investment companies, including the open-end investment companies (the “Open-End Funds”) and closed-end investment companies (the “Closed-End Funds”) set forth on Schedule A to this Agreement (each, a “Fund” and, collectively, the “Funds”), as such schedule may be amended by notice from time to time. The Distributor and <DEALER FIRM> (“Dealer”) hereby agree that Dealer will participate in the distribution of shares of the Funds (“Shares”), subject to the terms of this Agreement.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 19th, 2016 • Transparent Value Trust

THIS AMENDMENT (this “Amendment”) is made as of May 9, 2016 by and between Guggenheim Partners Investment Management, LLC (“GPIM”) and Transparent Value Trust (the “Trust”).

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