0001193125-23-301302 Sample Contracts

APPENDIX A Amended and Restated Operating Expense Limitation Agreement Direxion Funds – Hilton Tactical Income Fund
Limitation Agreement • December 21st, 2023 • Direxion Funds

Rafferty Asset Management, LLC (“RAM”) has contractually agreed to waive all or a portion of its management fee and/or reimburse the Hilton Tactical Income Fund (the “Fund”) for Other Expenses or will cause Hilton Capital Management, LLC to waive all or a portion of its subadvisory fee and/or reimburse the Fund for Other Expenses through September 1, 2025 or for as long as RAM serves as the investment adviser for the Fund, whichever is longer, to the extent that the Fund’s Total Annual Fund Operating Expenses exceed the rate, expressed as a percentage of the Fund’s average daily net assets, listed below.

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NOVATION OF AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT DIREXION FUNDS
Operating Expense Limitation Agreement • December 21st, 2023 • Direxion Funds

This Novation of the Amended and Restated Operating Expense Limitation Agreement (as defined below) (“Novation”) is entered into as of June 1, 2023, by and among Rafferty Asset Management, LLC, a New York limited liability company (“New York LLC”), Rafferty Asset Management, LLC, a Delaware limited liability company (“Delaware LLC”), and Direxion Funds, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Trust”), on behalf of all series of the Trust, whether now existing or hereafter established that are subject to the Agreement (as defined below) (hereinafter, “Series” shall refer to each Series which is subject to this Novation).

APPENDIX A Amended and Restated Operating Expense Limitation Agreement Direxion Funds
Limitation Agreement • December 21st, 2023 • 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, 2025, to the extent that a Fund’s Total Annual Fund Operating Expenses exceeds a Fund’s daily net assets as listed below.

NOVATION OF MANAGEMENT SERVICES AGREEMENT DIREXION FUNDS
Management Services Agreement • December 21st, 2023 • Direxion Funds

This Novation of the Management Services Agreement (as defined below) (“Novation”) is entered into as of June 1, 2023, by and among Rafferty Asset Management, LLC, a New York limited liability company (“New York LLC”), Rafferty Asset Management, LLC, a Delaware limited liability company (“Delaware LLC”), and Direxion Funds, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Trust”), on behalf of all series of the Trust, whether now existing or hereafter established that are subject to the Agreement (as defined below) (hereinafter, “Series” shall refer to each Series which is subject to this Novation).

NOVATION OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT DIREXION FUNDS
Investment Advisory Agreement • December 21st, 2023 • Direxion Funds

This Novation of the Amended and Restated Investment Advisory Agreement (as defined below) (“Novation”) is entered into as of June 1, 2023, by and among Rafferty Asset Management, LLC, a New York limited liability company (“New York LLC”), Rafferty Asset Management, LLC, a Delaware limited liability company (“Delaware LLC”), and Direxion Funds, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Trust”), on behalf of all series of the Trust, whether now existing or hereafter established that are subject to the Advisory Agreement (as defined below) (hereinafter, “Series” shall refer to each Series which is subject to this Novation).

DISTRIBUTION AGREEMENT
Agreement • December 21st, 2023 • Direxion Funds • Delaware
DIREXION FUNDS DISTRIBUTION AGREEMENT EXHIBIT A
Distribution Agreement • December 21st, 2023 • Direxion Funds
NOVATION OF AMENDED AND RESTATED SUBADVISORY AGREEMENT DIREXION FUNDS
Subadvisory Agreement • December 21st, 2023 • Direxion Funds

This Novation of the Amended and Restated Subadvisory Agreement (as defined below) (“Novation”) is entered into as of June 1, 2023, by and among Rafferty Asset Management, LLC, a New York limited liability company (“New York LLC”), Rafferty Asset Management, LLC, a Delaware limited liability company (“Delaware LLC”) and Hilton Capital Management, LLC (the “Subadviser”), on behalf of the Hilton Tactical Income Fund (the “Fund”), a series of the Direxion Funds, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Trust”).

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