0000894189-09-001363 Sample Contracts

DIREXION FUNDS AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 30th, 2009 • Direxion Funds

THIS AMENDMENT, effective as of the 15th day of March, 2009, to the Fund Administration Servicing Agreement dated as of February 16, 2004, as amended, (the “Fund Administration Agreement”) is entered into by and between Direxion Funds, a Massachusetts business trust, (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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DIREXION FUNDS FOURTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • April 30th, 2009 • Direxion Funds

THIS FOURTH AMENDMENT, effective as of the 15th day of March, 2009, to the Custody Agreement dated as of November 2, 2007, as amended May 8, 2008, June 4, 2008 and December 18, 2008 (the “Custody Agreement”), is entered into by and between Direxion Funds, a Massachusetts business trust (the “Trust”) and U.S. Bank, National Association, a national banking association (the “Custodian”).

DIREXION FUNDS AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 30th, 2009 • Direxion Funds

THIS AMENDMENT, effective as of the 15th day of March, 2009, to the Transfer Agent Servicing Agreement dated as of February 16, 2004, as amended, (the “Transfer Agent Agreement”) is entered into by and between Direxion Funds, a Massachusetts business trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

DIREXION FUNDS SIXTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 30th, 2009 • Direxion Funds

THIS SIXTH AMENDMENT, effective as of the 15th day of March, 2009, to the Fund Accounting Servicing Agreement dated as of March 3, 2006, as amended May 1, 2007, January 11, 2008, May 8, 2008, June 4, 2008 and December 23, 2008 (the “Fund Accounting Agreement”), is entered into by and between Direxion Funds, a Massachusetts business trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

AMENDED & RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2009 • Direxion Funds • New York

THIS AGREEMENT is made as of June 15, 1998, as revised and restated on March 1, 2001 and February 11, 2009, among the Direxion Funds Trust (the “Trust”), a Massachusetts business trust, Rafferty Asset Management, LLC (“Rafferty”), a New York limited liability corporation, and Rafferty Capital Markets, LLC (“Distributor”), a limited liability company organized and existing under the laws of the State of New York and the successor to Rafferty Capital Markets, Inc., the original distributor under this Agreement. (All future references herein to this Agreement refer to this Agreement as revised and restated on February 11, 2009.)

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