DIREXION SHARES ETF TRUST II FIRST AMENDMENT TO THE CUSTODY AGREEMENT

Exhibit 10.6(1)

DIREXION SHARES ETF TRUST II

FIRST AMENDMENT TO THE

CUSTODY AGREEMENT

THIS FIRST AMENDMENT, dated as of March 31, 2014, to the Custody Agreement dated as of January 28, 2014, as amended (the “Custody Agreement”), is entered into by and among DIREXION SHARES ETF TRUST II, a Delaware statutory trust (the “Trust”), DIREXION ASSET MANAGEMENT, LLC (the “Sponsor”) and U.S. BANK, NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into the Custody Agreement; and

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

WHEREAS, Article XV, Section 15.02 of the Custody 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Exhibit C is hereby superseded and replaced with Amended Exhibit C attached hereto.

Except to the extent amended hereby, the Custody 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 SHARES ETF TRUST II						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 ASSET MANAGEMENT, LLC
By:		/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Chief Financial Officer

3/2014 1

Amended Exhibit C to the Custody Agreement - Direxion Shares ETF Trust II

Exchange Traded Funds

DOMESTIC CUSTODY SERVICES

FEE SCHEDULE at January, 2014

Annual Fee Based Upon Market Value Per Fund⁽¹⁾

basis point on average daily market value (subject to         % discount for Year 1) Minimum annual fee per fund - $

Plus out-of-pocket expenses, global sub-custody services & safekeeping fees (if required, also attached), and portfolio transaction fees, domestic and/or global (below), associated with Sponsor trades⁽²⁾ facilitated outside of the create/redeem process.

Portfolio Transaction Fees

$ /book entry DTC transaction/Federal Reserve transaction/principal paydown

$ /U.S. Bank repo agreement transaction

$ /short sale

$ /option/future contract written, exercised or expired

$ /mutual fund trade/Fed wire/margin variation Fed wire

$ /physical transaction

$ /segregated account per year

• A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

• No charge for the initial conversion free receipt.

• Overdrafts – charged to the account at prime interest rate plus 2.

Out-Of-Pocket Expenses

Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, and extraordinary expenses based upon complexity.

⁽¹⁾ Subject to annual CPI increase, Milwaukee MSA.

⁽²⁾ “Sponsor trades” are defined as any trades put through the Portfolio outside of the create/redeem process. Cash-in-lieu proceeds received as part of the create/redeem process and their related transactions are not considered to be “Sponsor trades.”

Fees are billed monthly.

3/2014 2

Amended Exhibit C (continued) to the Custody Agreement – Direxion Shares ETF Trust II

Exchange Traded Funds

GLOBAL SUB-CUSTODIAL SERVICES

ANNUAL FEE SCHEDULE at January, 2014

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 Autonomous Area*

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

Ecuador

All

Russia

MINFINs

Egypt

All

Senegal*

All

Estonia

All

Serbia*

All

Euromarkets**

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

All

Togo*

All

Israel

All

Trinidad & Tobago*

All

Italy

All

Tunisia

All

Ivory Coast

All

Turkey

All

Jamaica*

All

UAE

All

Japan

All

United Kingdom

All

Jordan

All

Ukraine

All

Kazakhstan

All

Uruguay

All

Kenya

All

Venezuela

All

Latvia

Equities

Vietnam*

All

Latvia

Bonds

Zambia

All

Lebanon

All

* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.

** Tiered by market value:<$ : bp, >$ and <$ : bps; >$ : bps.

3/2014 3

Amended Exhibit C (continued) to the Custody Agreement – Direxion Shares ETF Trust II

Annual Base Fee - $ per account (fund) will apply.

• 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.

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

Cash Transactions:

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

Tax Reclamation Services: Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.

Out of Pocket Expenses

• Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications 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.

• SWIFT reporting and message fees.

3/2014 4