0000898432-08-000845 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • August 20th, 2008 • Direxion Shares ETF Trust • New York

AGREEMENT, dated as of ________________, 200__ between Direxion Shares ETF Trust (the "Trust"), a Delaware statutory trust organized and existing under the laws of the State of Delaware, having its principal office and place of business at 33 Whitehall Street, 10th Floor, New York, New York 10004, (the “Trust”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • August 20th, 2008 • Direxion Shares ETF Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this 13th day of August 2008, by and between Direxion Shares ETF Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 33 Whitehall Street, 10th Floor, New York, New York 10004, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Two Portland Square, Portland, ME 04101.

DIREXION ETF SHARES TRUST FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • August 20th, 2008 • Direxion Shares ETF Trust • Delaware

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and [ ] (the “Participant”) and is subject to acceptance by The Bank of New York (the “Index Receipt Agent”) as index receipt agent for Direxion ETF Shares Trust (the “Trust”).

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • August 20th, 2008 • Direxion Shares ETF Trust • New York

AGREEMENT made as of _____________________, by and between Direxion Shares ETF Trust the “Trust”), and The Bank of New York Mellon, a New York banking organization (“BNY”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 20th, 2008 • Direxion Shares ETF Trust • New York

AGREEMENT made as of the ______ day of August, 2008, by and between Direxion Shares ETF Trust (hereinafter the “Trust”) each Series of the Trust (each, a “Fund”) listed on Appendix I hereto (as such Appendix be amended from time to time), and THE BANK OF NEW YORK, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

DIREXION SHARES ETF TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 20th, 2008 • Direxion Shares ETF Trust • New York

This Investment Advisory Agreement is made as of August __, 2008, between Direxion Shares ETF Trust (the “Trust”), a Delaware statutory trust, and Rafferty Asset Management, LLC, a New York limited liability corporation (the “Adviser”).

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