ADDENDUM TO THE DIREXION FUNDS TRANSFER AGENT SERVICING AGREEMENT
ADDENDUM
TO THE DIREXION FUNDS
THIS
ADDENDUM, dated as of the 1st
day of May, 2007,
to the Transfer Agent Servicing Agreement dated as of February 16, 2004,
as
amended, (the “Transfer Agent Agreement”) is entered by and between
Direxion Funds, a Massachusetts business trust (the “Trust”)
and U.S. Bancorp Fund Services, LLC, a Wisconsin limited
liability company (“USBFS”).
RECITALS
WHEREAS,
the parties
have entered into a Transfer Agent Agreement; and
WHEREAS,
the parties desire to modify the Transfer Agent Agreement; and
WHEREAS,Section
9 of the Transfer Agent
Agreement allows for its amendment by a written instrument executed by both
parties.
NOW,
THEREFORE, the
parties agree as follows:
A. Xxxxxxx
0, Xxxx of Agreement; Amendment, of the Transfer Agent Agreement is
hereby superseded and replaced with the following Section
9:
9. Term
of Agreement; Early Termination; Amendment
This
Agreement shall become effective as of the date first written above and will
continue in effect for a period of three (3) years. Subsequent to the
initial three-year term, this Agreement may be terminated by either party
upon
giving 90 days prior written notice to the other party or such shorter period
as
is mutually agreed upon by the parties. However, this Agreement may
be terminated by any party upon the breach of the other party of any material
term of this Agreement if such breach is not cured within 15 days of notice
of
such breach to the breaching party.
In
the
absence of any material breach of this Agreement, should the Trust elect
to
terminate this Agreement prior to the end of the term, the Trust agrees to
pay
the following fees:
|
a.
|
all
monthly fees through the life of the Agreement, including the rebate
of
any additional fees related to any special project work more completely
described in Amended Exhibit C;
|
|
b.
|
all
fees associated with converting services to successor service
provider;
|
|
c.
|
all
fees associated with any record retention and/or tax reporting
obligations
that may not be eliminated due to the conversion to a successor
service
provider;
|
| d. | all out-of-pocket costs associated with a-c above |
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This
Agreement may not be amended or modified in any manner except by written
agreement executed by USBFS and the Trust.
Notwithstanding
the foregoing, if the Trust should terminate this Agreement subsequent to
the
three year term, the Trust agrees to pay all fees and out-of-pocket expenses,
including expenses related to any special projects, prior to converting services
to a successor service provider or ceasing to do business with USBFS, for
whatever reason.
B. Exhibit
C, the fees of the Transfer Agent Agreement, is hereby superseded and replaced
with Amended Exhibit C attached hereto.
Except
to
the extent supplemented hereby, the Transfer Agent Agreement shall remain
in
full force and effect.
IN
WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed
by
a duly authorized officer on one or more counterparts as of the day and year
first written above.
| DIREXION FUNDS | U.S. BANCORP FUND SERVICES, LLC |
| By: /s/ Xxxx Xxxxxxxxx | By: /s/ Xxxxxx Xxxxxxxxx |
| Name: Xxxx Xxxxxxxxx | Name: Xxxxxx Xxxxxxxxx |
| Title: Chief Financial Officer | Title: S. V. P. |
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