0001193125-12-290017 Sample Contracts

AMENDMENT TO DIREXION SHARES ETF TRUST DISTRIBUTION AGREEMENT
Distribution Agreement • June 29th, 2012 • Direxion Shares ETF Trust • Delaware

This Amendment (the “Amendment”) to the Direxion Shares ETF Trust Distribution Agreement (the “Agreement”) dated as of the 31st day of March 2009, as amended from time to time, by and between Direxion Shares ETF Trust (the “Trust”) and Foreside Fund Services, LLC (the “Distributor”) is entered into as of January 9, 2012 (the “Effective Date”).

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DIREXION SHARES ETF TRUST OPERATING EXPENSE LIMITATION AGREEMENT
Operating Expense Limitation Agreement • June 29th, 2012 • Direxion Shares ETF Trust • New York

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”), dated May 20, 2009, by and between DIREXION SHARES ETF TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of the funds listed on Appendix A (the “Funds”), and the adviser of the Funds, Rafferty Asset Management, LLC, a New York limited liability corporation (the “Adviser”), is effective as to each Fund, as of the effective date listed on Appendix A.

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