0001193125-13-396470 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • October 10th, 2013 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers • Minnesota

THIS AGREEMENT is made and entered into as of this [ ] day of [ ], 2013, by and between DIREXION SHARES ETF TRUST II, a Delaware statutory trust (the “Trust”), for itself and on behalf of each of its series listed on Appendix A to this Agreement (as amended from time to time) (each a “Fund” ), DIREXION ASSET MANAGEMENT, LLC, the sponsor of the Funds (“Sponsor”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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DISTRIBUTION SERVICES AGREEMENT Registered Commodity Pools
Distribution Services Agreement • October 10th, 2013 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers • Delaware

This Distribution Services Agreement (the “Agreement”) is made this day of August 2012, by and among Direxion Shares ETF Trust II, a Delaware statutory trust, having its principal place of business at 1301 Avenue of the Americas (6th Ave.), 35th Floor, New York, NY 10019, Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”), having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101, and Direxion Asset Management, LLC, a Delaware limited liability company (the “Sponsor”), with its principal place of business at 1301 Avenue of the Americas (6th Ave.), 35th Floor, New York, NY 10019.

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 10th, 2013 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers • Wisconsin

THIS AGREEMENT is made and entered into as of the [ ] day of [ ], 2013, by and between U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”), DIREXION SHARES ETF TRUST II, a Delaware statutory trust (the “Trust”), for itself and on behalf of each of its series listed on Appendix A to this Agreement (as amended from time to time) (each a “Fund”) and DIREXION ASSET MANAGEMENT, LLC, the sponsor of the Funds (the “Sponsor”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 10th, 2013 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers • Wisconsin

THIS AGREEMENT is made and entered into as of the [ ] day of [ ], 2013, by and between U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”), DIREXION SHARES ETF TRUST II, a Delaware statutory trust (the “Trust”), for itself and on behalf of each of its series listed on Appendix A to this Agreement (as amended from time to time) (each a “Fund” or an “ETF Series”) and DIREXION ASSET MANAGEMENT, LLC, the sponsor of the Funds (the “Sponsor”).

SPONSOR AGREEMENT
Sponsor Agreement • October 10th, 2013 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers

This Sponsor Agreement (the “Agreement”) is dated as of between Direxion Asset Management, LLC, a Delaware limited liability corporation (the “Sponsor”) and Direxion Shares ETF Trust II, a statutory trust organized under the laws of Delaware (the “Trust), both for itself and on behalf of each of its series (each, a “Fund and collectively, the “Funds”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 10th, 2013 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers • Wisconsin

THIS AGREEMENT is made and entered into as of the 27th day of December, 2012, by and between U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”), DIREXION SHARES ETF TRUST II, a Delaware statutory trust (the “Trust”), for itself and on behalf of each of its series listed on Appendix A to this Agreement (as amended from time to time) (each a “Fund” ) and DIREXION ASSET MANAGEMENT, LLC, the sponsor of the Funds (the “Sponsor”).

DIREXION SHARES ETF TRUST II PARTICIPANT AGREEMENT
Participant Agreement • October 10th, 2013 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers • New York

This Participant Agreement (the “Agreement”), dated as of 2013, is entered into by and among (the “Authorized Participant”), Direxion Shares ETF Trust II a Delaware statutory trust (the “Trust”) organized into separate series as set forth on Schedule A attached hereto (each a “Fund” and collectively, the “Funds”), and Direxion Asset Management, LLC, a New York limited liability company, as sponsor of the Trust (the “Sponsor”).

Jefferies Bache, LLC Futures Account Agreement
Futures Account Agreement • October 10th, 2013 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers • New York

In consideration of Jefferies Bache, LLC (“Jefferies”) agreeing to act as broker or principal, as applicable, in connection with the undersigned’s (hereinafter, “Customer”) transactions in domestic and foreign futures contracts, physical commodities, exchanges of futures for related positions (“EFRP”), options on domestic and foreign futures contracts and physical commodities, foreign exchange instruments and contracts, spot contracts, swaps, swap options, or other derivatives on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value or other benchmarks against which payments or deliveries are to be made (hereinafter, collectively referred to as (“Contracts”), all for the account and risk of Customer, Customer hereby agrees and consents as follows:

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