0001193125-14-369038 Sample Contracts

DIREXION FUNDS FORM OF SUBADVISORY AGREEMENT
Subadvisory Agreement • October 10th, 2014 • Direxion Funds • Massachusetts

This Subadvisory Agreement is made as of , 2014 (the “Effective Date”), between Rafferty Asset Management, LLC, a New York limited liability corporation (the “Adviser”), and Hilton Capital Management, LLC, (the “Subadviser”).

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OPERATING SERVICES AGREEMENT DIREXION FUNDS
Operating Services Agreement • October 10th, 2014 • Direxion Funds • New York

This Agreement is made and entered into as of the 8th of July 2014, by and between Direxion Funds, organized under the laws of the Commonwealth of Massachusetts (the “Trust”), on behalf of Direxion Hilton Yield Plus Fund, a series of the Trust (the “Fund”), and Rafferty Asset Management, LLC, a limited liability company (hereinafter referred to as the “Advisor”).

DIREXION FUNDS DISTRIBUTION AGREEMENT SCHEDULE A
Distribution Agreement • October 10th, 2014 • Direxion Funds

Pursuant to Section 9 of the Distribution Agreement among the Direxion Funds (the “Trust”), Rafferty Asset Management, LLC (“Adviser”) and Rafferty Capital Markets, LLC (“Distributor”), Adviser shall pay to Distributor the following amounts:

DIREXION FUNDS AND DIREXION INSURANCE TRUST FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 10th, 2014 • Direxion Funds

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”).

DIREXION FUNDS AND DIREXION INSURANCE TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • October 10th, 2014 • Direxion Funds

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”).

DIREXION FUNDS AND DIREXION INSURANCE TRUST FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 10th, 2014 • Direxion Funds

THIS FIRST AMENDMENT, dated as of July 10, 2014, to the Transfer Agent 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”).

DIREXION FUNDS AND DIREXION INSURANCE TRUST SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 10th, 2014 • Direxion Funds

THIS SECOND AMENDMENT, dated as of the 10th day of July, 2014, to the Fund Administration Servicing Agreement dated as of February 24, 2010, as amended August 16, 2010 (the “Fund Administration 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”).

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