0001193125-16-741785 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • October 19th, 2016 • Direxion Shares ETF Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this 31st day of March 2009, by and between Direxion Shares ETF Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 33 Whitehall Street, 10th Floor, New York, New York 10004, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Portland, ME 04101.

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DIREXION SHARES ETF TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 19th, 2016 • Direxion Shares ETF Trust • New York

This Investment Advisory Agreement is made as of August 13, 2008, between Direxion Shares ETF Trust (the “Trust”), a Delaware statutory trust, and Rafferty Asset Management, LLC, a New York limited liability corporation (the “Adviser”).

APPENDIX A Operating Expense Limitation Agreement Direxion Shares ETF Trust
Operating Expense Limitation Agreement • October 19th, 2016 • Direxion Shares ETF Trust

Rafferty Asset Management, LLC has contractually agreed to cap all or a portion of its management fee and/or reimburse each Fund for Other Expenses through September 1, 2018, to the extent that a Fund’s Total Annual Fund Operating Expenses exceeds a Fund’s daily net assets as listed below.

SCHEDULE A TO DIREXION SHARES ETF TRUST ADVISORY FEE WAIVER AGREEMENT
Advisory Fee Waiver Agreement • October 19th, 2016 • Direxion Shares ETF Trust
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