DIREXION FUNDS AND DIREXION INSURANCE TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENT

Exhibit 9(b)

Final

DIREXION FUNDS AND DIREXION INSURANCE TRUST

FIRST AMENDMENT TO THE CUSTODY AGREEMENT

THIS FIRST AMENDMENT, dated as of July 10, 2014, to the Custody Agreement dated as of March 17, 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. BANK, NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

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

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by all parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit C is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto.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. BANK, NATIONAL ASSOCIATION
By:		/s/ Xxxxxxx Xxxxxxx				By:		/s/ Xxxxxxx X. XxXxx
Name:		Xxxxxxx Xxxxxxx				Name:		Xxxxxxx X. XxXxx
Title:		Chief Financial Officer				Title:		Senior Vice President
DIREXION INSURANCE TRUST
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Chief Financial Officer

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Amended Exhibit C to the Custody Agreement – Direxion Funds and Direxion Insurance Trust

Fees at July 1, 2014

Annual Custody Fee – All Funds

                     basis points, subject to a $             annual minimum fee for complex*

All transaction charges will be waived

Overdrafts will be charged to the account at prime interest rate plus 2.

Extraordinary services may be provided with agreed-upon costs. Global Custody fees, if any, are extra.

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. Service line minimums are not subject to the fee governor.

Fees are billed monthly.

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Amended Exhibit C – Direxion Funds and Direxion Insurance Trust

GLOBAL SUB-CUSTODIAL SERVICES

ANNUAL FEE SCHEDULE at January 1, 2010

Country

Instrument

Safekeeping (BPS)

Transaction Fee

Country

Instrument

Safekeeping (BPS)

Transaction Fee

Argentina

All

Lithuania

All

Australia

All

Luxembourg

All

Austria

All

Malaysia

All

Bahrain

All

Mali

All

Bangladesh

All

Malta

All

Belgium

All

Mauritius

All

Benin

All

Mexico

All

Bermuda

All

Morocco

All

Botswana

All

Namibia

All

Brazil

All

Netherlands

All

Bulgaria

All

New Zealand

All

Burkina Faso

All

Niger

All

Canada

All

Nigeria

All

Cayman Islands

All

Norway

All

Channel Islands

All

Oman

All

Chile

All

Pakistan

All

China“A” Shares

All

Palestinian

All

China“B” Shares

All

Peru

All

Columbia

All

Philippines

All

Costa Rica

All

Poland

All

Croatia

All

Portugal

All

Cyprus

All

Qatar

All

Czech Republic

All

Romania

All

Denmark

All

Russia

Equities/Bonds

Ecuador

All

Russia

MINFIN

Egypt

All

Senegal

All

Estonia

All

Serbia

All

Euromarkets(3)

All

Singapore

All

Finland

All

Slovak Republic

All

France

All

Slovenia

All

Germany

All

South Africa

All

Ghana

All

South Korea

All

Greece

All

Spain

All

Guinea Bissau

All

Sri Lanka

All

Hong Kong

All

Swaziland

All

Hungary

All

Sweden

All

Iceland

All

Switzerland

All

India

All

Taiwan

All

Indonesia

All

Thailand

All

Ireland

Equities

Togo

All

Ireland

Gov’t Bonds

Trinidad & Tobago

All

Israel

All

Tunisia

All

Italy

All

Turkey

All

Ivory Coast

All

UAE

All

Jamaica

All

United Kingdom

All

Japan

All

Ukraine

All

Jordan

All

Uruguay

All

Kazakhstan

All

Venezuela

All

Kenya

All

Vietnam

All

Latvia

Equities

Zambia

All

Latvia

Bonds

Zimbabwe

All

Lebanon

All

Base Fee - A monthly base charge of $ per fund/account that requires global custody for trading in Canada only

If global custody is required for another country in addition to Canada, the monthly base charge is $             per fund/account (see detailed transaction and other fees on the following page 31) This fee will be waived on a monthly basis if there is no trading activity or holdings in the global custody account each month.

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Final

Amended Exhibit C to the Custody Agreement – Direxion Funds and Direxion Insurance Trust

Notes (the following pertain to Global Fees):

(1) Fee is expressed in basis points per annum where one basis point equals one hundredth of one percent (.01%) and is calculated based upon month-end market value, unless stated otherwise.

(2) A transaction is defined as a receipt or delivery versus payment, a free receive or deliver, maturities, or security transaction related to corporate events.

(3) Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request)

• Note, for all other markets specified above, surcharges may apply if a security is held outside of the local market.

Straight Through Processing – fees waived

For non-US resident clients investing in the U.S. market:

Fees for US custody are provided on the basis that if assets are held in an omnibus account for multiple underlying clients, the Client will take the necessary action to attain Qualified Intermediary (QI) status for US IRS withholding tax purposes. Should the Client fail to take the necessary action, the fee quoted would be subject to review, and all costs incurred by The Bank of New York in fulfilling its obligations under the US regulations would be passed to the Client. Please refer to the separate Non-Resident Alien (NRA) fee schedule.

Note: for the clients who are the sole beneficial owner of the assets held in their account with The Bank of New York and the client has provided a “W8Ben” form per account stating their ownership of the assets, the above will not apply.

Cash Transactions

• Currency Trade - $ per transaction

• 3^rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a third party will be charged $50.

Standard Non-U.S. Proxy Services Fees

•       Notification		$
•       Vote		$
•       Relationship Set Up Fee		$

Tax Reclamation Services – may be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $ per claim.

Communication Fees

• INFORM – Access to The Bank of New York proprietary application, INFORM, for standard custody instructions and reporting will be provided at a cost of USD $ per month including installation and training.

• SWIFT Reporting and Message Fees – the following fees will apply in respect of client requested SWIFT reports and messages:

•   Cash Reporting –
•   MT900 – Cash Debit Advice		$ each
•   MT910 – Cash Credit Advice		$ each
•   MT940 – Detail Cash Statement		$ per message
•   MT950 – Cash Statement		$ per message
•   Securities Position Reporting
•   MT535 – Statement of Holdings		$ per message
One MT535 will be issued per account per month free of charge.
•   MT536 – Statement of Transactions		$ per message
•   MT537 – Statement of Pendings		$ per message
•   Confirmations
•   MT544 – Receive Free Confirm		$ per message
•   MT545 – Receive Against Payment Confirm		$ per message
•   MT546 – Deliver Free Confirm		$ per message
•   MT547 – Deliver Against Payment Confirm		$ per message
•   Facsimile Reporting Fees
•   Corporate Actions Notifications		$ per notification
•   Cash and Securities Reports		$ per page

Out of Pocket Expenses

• Charges incurred by The Bank of New York for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

• A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.

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