0000894189-09-000609 Sample Contracts

DIREXION FUNDS SUBADVISORY AGREEMENT
Subadvisory Agreement • February 27th, 2009 • Direxion Funds • Massachusetts

This Subadvisory Agreement is made as of __________, 2009 (the “Effective Date”), between Rafferty Asset Management, LLC, a New York limited liability corporation (the “Adviser”), and Wilshire Associates Incorporated, on behalf of its Wilshire Funds Management business unit (the “Subadviser”).

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DIREXION FUNDS AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • February 27th, 2009 • Direxion Funds

THIS AMENDMENT, dated as of the 23rd day of December, 2008, to the Fund Administration Servicing Agreement dated as of February 16, 2004, as amended, (the “Fund Administration Agreement”) is entered into by and between Direxion Funds, a Massachusetts business trust, (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

DIREXION FUNDS THIRD AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • February 27th, 2009 • Direxion Funds

THIS THIRD AMENDMENT, dated as of the 18th day of December, 2008, to the Custody Agreement dated as of November 2, 2007, as amended May 8, 2008 and June 4, 2008 (the “Custody Agreement”), is entered into by and between Direxion Funds, a Massachusetts business trust (the “Trust”) and U.S. Bank, National Association, a national banking association (the “Custodian”).

DIREXION FUNDS AMENDED AND RESTATED OPERATING EXPENSE LIMITATION AGREEMENT
Operating Expense Limitation Agreement • February 27th, 2009 • 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”).

DIREXION FUNDS FIFTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 27th, 2009 • Direxion Funds

THIS FIFTH AMENDMENT, dated as of the 23rd day of December, 2008, to the Fund Accounting Servicing Agreement dated as of March 3, 2006, as amended May 1, 2007, January 11, 2008, May 8, 2008 and June 4, 2008 (the “Fund Accounting Agreement”), is entered into by and between Direxion Funds, a Massachusetts business trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

DIREXION FUNDS AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • February 27th, 2009 • Direxion Funds

THIS AMENDMENT, dated as of the 23rd day of December, 2008, to the Transfer Agent Servicing Agreement dated as of February 16, 2004, as amended, (the “Transfer Agent Agreement”) is entered into by and between Direxion Funds, a Massachusetts business trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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