0001193125-14-385141 Sample Contracts

DISTRIBUTION SERVICES AGREEMENT Registered Commodity Pools
Distribution Services Agreement • October 28th, 2014 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers • Delaware

This Distribution Services Agreement (the “Agreement”) is made this 3rd day of April, 2013, 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.

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FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 28th, 2014 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers • Wisconsin

THIS AGREEMENT is made and entered into as of the 28th day of January, 2014, 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 Exhibit 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”).

SPONSOR AGREEMENT
Sponsor Agreement • October 28th, 2014 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers

This Sponsor Agreement (the “Agreement”) is dated as of December 10, 2012 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 28th, 2014 • 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”).

AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • October 28th, 2014 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers

This Amendment (the “Amendment”) to the Distribution Services Agreement (the “Agreement”) dated as of April 3, 2013, as amended from time to time, by and among Direxion Shares ETF Trust II (the “Trust”), Asset Management, LLC (“Adviser”), Direxion Asset Management, LLC (the “Sponsor”) and Foreside Fund Services, LLC (“Foreside”) is hereby entered into as of December 17, 2013 (the “Effective Date”).

DIREXION SHARES ETF TRUST II FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 28th, 2014 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers

THIS FIRST AMENDMENT, dated as of July 7, 2014, to the Transfer Agent Servicing Agreement dated as of December 27, 2012 (the “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. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

DIREXION SHARES ETF TRUST II SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • October 28th, 2014 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers

THIS SECOND AMENDMENT, dated as of July 7, 2014, to the Custody Agreement dated as of January 28, 2014, as amended March 31, 2014 (the “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”).

DIREXION SHARES ETF TRUST II FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 28th, 2014 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers

THIS FIRST AMENDMENT, dated as of July 7, 2014, to the Fund Administration Servicing Agreement dated as of January 28, 2014 (the “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. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

DIREXION SHARES ETF TRUST II FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 28th, 2014 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers

THIS FIRST AMENDMENT, dated as of July 7, 2014, to the Fund Accounting Servicing Agreement dated as of January 28, 2014 (the “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. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 28th, 2014 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers • Wisconsin

THIS AGREEMENT is made and entered into as of the 28th day of January, 2014, 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 Exhibit 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”).

DIREXION SHARES ETF TRUST II FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • October 28th, 2014 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers

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”).

CUSTODY AGREEMENT
Custody Agreement • October 28th, 2014 • Direxion Shares ETF Trust II • Commodity contracts brokers & dealers • Minnesota

THIS AGREEMENT is made and entered into as of this 28th day of January, 2014, 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 Exhibit 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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