0001193125-20-324640 Sample Contracts

AMENDED AND RESTATED DIREXION FUNDS SUBADVISORY AGREEMENT
Subadvisory Agreement • December 22nd, 2020 • Direxion Funds • Massachusetts

This Subadvisory Agreement (the “Agreement” amends and restates the Subadvisory Agreement dated July 21, 2014 (the “Effective Date”), between Rafferty Asset Management, LLC, a New York limited liability company (the “Adviser”), and Hilton Capital Management, LLC (the “Subadviser”).

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AMENDED AND RESTATED DIREXION FUNDS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 22nd, 2020 • Direxion Funds • Massachusetts

This Investment Advisory Agreement (the “Agreement”) amends and restates the Investment Advisory Agreement dated September 22, 1997, between Direxion Funds (the “Trust”), a business trust organized under the laws of the Commonwealth of Massachusetts, and Rafferty Asset Management, LLC, a New York limited liability company (the “Adviser”).

APPENDIX A Amended and Restated Operating Expense Limitation Agreement Direxion Funds
Limitation Agreement • December 22nd, 2020 • Direxion Funds

Rafferty Asset Management, LLC (“RAM”) has contractually agreed to cap all or a portion of its management fee and/or reimburse each Fund listed below for Other Expenses through September 1, 2022, to the extent that a Fund’s Total Annual Fund Operating Expenses exceeds a Fund’s daily net assets as listed below.

DIREXION FUNDS SIXTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • December 22nd, 2020 • Direxion Funds

THIS SIXTH AMENDMENT, effective as of May 1, 2018, to the Fund Administration Servicing Agreement dated as of February 24, 2010, as amended (the “Agreement”), is entered into by and among DIREXION FUNDS, a Massachusetts business trust, (the “Trust”), and U.S. BANCORP FUND SERVICES LLC, a Wisconsin limited liability company (“USBFS” and together with the Trust, the “Parties”).

DIREXION FUNDS DISTRIBUTION AGREEMENT SCHEDULE A
Distribution Agreement • December 22nd, 2020 • Direxion Funds
DIREXION FUNDS THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 22nd, 2020 • Direxion Funds

THIS THIRD AMENDMENT, effective as of May 1, 2018, to the Fund Accounting Servicing Agreement dated as of February 24, 2010, as amended (the “Agreement”), is entered into by and among DIREXION FUNDS, a Massachusetts business trust, (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS” and together with the Trust, the “Parties”).

DIREXION FUNDS THIRD AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • December 22nd, 2020 • Direxion Funds

THIS THIRD AMENDMENT, effective as of May 1, 2018, to the Custody Agreement dated as of March 17, 2010, as amended (the “Agreement”), is entered into by and among DIREXION FUNDS, a Massachusetts business trust, (the “Trust”) and U.S. BANK, NATIONAL ASSOCIATION, a national banking association (the “Custodian” and together with the Trust, the “Parties”).

DIREXION FUNDS FOURTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 22nd, 2020 • Direxion Funds

THIS FOURTH AMENDMENT, effective as of May 1, 2018, to the Transfer Agent Servicing Agreement, dated as of February 24, 2010, as amended (the “Agreement”), is entered into by and among DIREXION FUNDS, a Massachusetts business trust, (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS” and together with the Trust, the “Parties”).

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