0001193125-15-407836 Sample Contracts

SECOND AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT DIREXION SHARES ETF TRUST
Operating Expense Limitation Agreement • December 18th, 2015 • Direxion Shares ETF Trust • New York

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”), amends and restates the Operating Expense Limitation Agreement dated May 20, 2009, by and between DIREXION SHARES ETF TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of the series listed on Appendix A hereto (each a “Fund” and collectively, the “Funds”), as such schedule may be amended from time to time, and the adviser of the Funds, Rafferty Asset Management, LLC, a New York limited liability corporation (the “Adviser”), is effective as to each Fund, as of the effective date listed on Appendix A.

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MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • December 18th, 2015 • Direxion Shares ETF Trust • Delaware

This AGREEMENT, made October 1, 2015, between Direxion Shares ETF Trust, a Delaware statutory trust (the “Trust”) and Rafferty Asset Management, LLC, a New York limited liability company (the “Manager”).

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