DIREXION FUNDS AND DIREXION INSURANCE TRUST FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT

Exhibit 13(d)

Final

DIREXION FUNDS AND DIREXION INSURANCE TRUST

FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT

THIS FIRST AMENDMENT, dated as of July 10, 2014, to the Fund Accounting Servicing Agreement dated as of February 24, 2010 (the “Agreement”), is entered into by and among DIREXION FUNDS, a Massachusetts business trust, DIREXION INSURANCE TRUST, a Massachusetts business trust (collectively referred to as the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the fees of the Agreement; and

WHEREAS, Section 15 of the Agreement allows for its amendment by a written instrument executed by all parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit A is hereby superseded and replaced in its entirety with Amended Exhibit A attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment 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/ Xxxxxxx Xxxxxxx				By:		/s/ Xxxxxxx X. XxXxx
Name:		Xxxxxxx Xxxxxxx				Name:		Xxxxxxx X. XxXxx
Title:		Chief Financial Officer				Title:		Executive Vice President
DIREXION INSURANCE TRUST
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Chief Financial Officer

7/2014 – Direxion Funds & Direxion Insurance Trust 1

Final

Amended Exhibit A

to the

Fund Accounting Servicing Agreement – Direxion Funds and Direxion Insurance Trust

Fees at July 1, 2014

[    ] basis points on all assets, subject to an annual complex minimum of $    .

All contracted services, CCO fees, pricing fees, corporate action, liquidation accounting, and out-of-pocket fees are included.

Extraordinary services may be provided with agreed-upon costs.

CPI will not apply.

* The fees set forth in this contract will be aggregated with other USBFS service line fees, the total of which will be subject to this overall fee governor:

If aggregate complex assets are...		USBFS will charge no more than this basis point for assets in the level*
$ - $		bp
$ - $		bp
$ - $		bp
Assets over $		bp

These fees are cumulative, meaning that anything charged at a certain breakpoint will be added to the fees for the previous breakpoint, if any.

Fees are billed monthly.

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