0000894189-08-003990 Sample Contracts

DIREXION FUNDS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT
Operating Expense Limitation Agreement • December 24th, 2008 • Direxion Funds • New York

THIS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of January 1, 2009 by and between DIREXION FUNDS, a Massachusetts business trust (the “Trust”), on behalf of each of the funds listed on Appendix A (the “Funds”), each a series of the Trust, and the adviser of the Funds, Rafferty Asset Management, LLC, a New York limited liability corporation (the “Adviser”).

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CUSTODY AGREEMENT
Custody Agreement • December 24th, 2008 • Direxion Funds • Ohio

THIS AGREEMENT is made and entered into as of this 2nd day of November, 2007, by and between DIREXION FUNDS, a Massachusetts business trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Cincinnati, Ohio (the “Custodian”).

POTOMAC FUNDS FUND ACCOUNTING SERVICING AGREEMENT
Potomac Funds • December 24th, 2008 • Direxion Funds • Wisconsin

THIS AGREEMENT is made and entered into as of this 3rd day of March, 2006, by and between POTOMAC FUNDS, a Massachusetts business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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