0001193125-18-012262 Sample Contracts

DIREXION SHARES ETF TRUST ADVISORY FEE WAIVER AGREEMENT
Advisory Fee Waiver Agreement • January 17th, 2018 • Direxion Shares ETF Trust • New York

This ADVISORY FEE WAIVER AGREEMENT (this “Agreement”) is made effective as of the 21st day of November, 2017, by and between Direxion Advisors, LLC (the “Advisor”) and Direxion Shares ETF Trust (the “Trust”), on behalf of each of its series from time to time set forth in Schedule A attached hereto (each, a “Fund”).

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DIREXION SHARES ETF TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 17th, 2018 • Direxion Shares ETF Trust • Delaware

This Investment Advisory Agreement (“Agreement”) is made as of November 21, 2017, between Direxion Shares ETF Trust (the “Trust”), a Delaware statutory trust, and Direxion Advisors, LLC, a Delaware limited liability corporation (the “Advisor”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • January 17th, 2018 • Direxion Shares ETF Trust • Delaware

This Management Services Agreement (“Agreement”), made November 21, 2017, between Direxion Shares ETF Trust, a Delaware statutory trust (the “Trust”) and Direxion Advisors, LLC, a Delaware limited liability company (the “Manager”).

OPERATING EXPENSE LIMITATION AGREEMENT DIREXION SHARES ETF TRUST
Operating Expense Limitation Agreement • January 17th, 2018 • Direxion Shares ETF Trust • New York

This Operating Expense Limitation Agreement dated November 21, 2017, 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 advisor of the Funds, Direxion Advisors, LLC, a Delaware limited liability corporation (the “Advisor”), is effective as to each Fund, as of the effective date listed on Appendix A.

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