As filed with the Securities and Exchange Commission on May 27, 2020
1933 Act File No. 333-150525
1940 Act File No. 811-22201
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20543
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 269 | ☒ |
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ | |||
Amendment No. 271 | ☒ |
(Check appropriate box or boxes.)
DIREXION SHARES ETF TRUST
(Exact name of Registrant as Specified in Charter)
1301 Avenue of the Americas (6th Avenue), 28th Floor
New York, New York 10019
(Address of Principal Executive Office) (Zip Code)
Registrants Telephone Number, including Area Code: (646) 572-3390
Daniel D. ONeill, Chief Executive Officer
1301 Avenue of the Americas (6th Avenue), 28th Floor
New York, New York 10019
(Name and Address of Agent for Service)
Copy to:
Angela Brickl Rafferty Asset Management, LLC 1301 Avenue of the Americas (6th Avenue) 28th Floor New York, New York 10019 |
Stacy L. Fuller K&L Gates LLP 1601 K Street, NW Washington, DC 20006 |
It is proposed that this filing will become effective (check appropriate box)
☒ |
immediately upon filing pursuant to paragraph (b) |
☐ |
On (date) pursuant to paragraph (b) |
☐ |
60 days after filing pursuant to paragraph (a)(1) |
☐ |
On (date) pursuant to paragraph (a)(1) |
☐ |
75 days after filing pursuant to paragraph (a)(2) |
☐ |
on (date) pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
☐ |
This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
DIREXION SHARES ETF TRUST
CONTENTS OF REGISTRATION STATEMENT
This registration document is comprised of the following:
Cover Sheet;
Contents of Registration Statement:
Prospectus and Statement of Additional Information for the Direxion High Growth ETF, Direxion Fallen Knives ETF, and the Direxion Dynamic Hedge ETF;
Part C of Form N-1A;
Signature Page; and
Exhibits.
1301 Avenue of the Americas (6th Avenue), 28th Floor | New York, New York 10019 | (866) 476-7523 |
Management Fees | 0.35% |
Distribution and/or Service (12b-1) Fees | 0.00% |
Other Expenses (Operating Services Fees)(1) | 0.05% |
Total Annual Fund Operating Expenses | 0.40% |
(1) | Rafferty Asset Management, LLC (“Rafferty” or “Adviser”) has entered into an Operating Services Agreement with the Fund. Under this Operating Services Agreement, Rafferty has contractually agreed to pay all expenses of the Fund as long as it is the advisor of the Fund other than the following: management fees, Rule 12b-1 distribution and/or service fees, taxes, swap financing and related costs, dividends or interest on short positions, other interest expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization, acquired fund fees and expenses, and extraordinary expenses. The Operating Services Agreement may be terminated at any time by the Board of Trustees. |
1 Year | 3 Years |
$41 | $129 |
1 | Direxion Shares ETF Trust Prospectus |
Direxion Shares ETF Trust Prospectus | 2 |
3 | Direxion Shares ETF Trust Prospectus |
Portfolio Managers | Years of Service with the Fund | Primary Title |
Paul Brigandi | Since Inception | Portfolio Manager |
Tony Ng | Since Inception | Portfolio Manager |
Direxion Shares ETF Trust Prospectus | 4 |
5 | Direxion Shares ETF Trust Prospectus |
Management Fees | 0.45% |
Distribution and/or Service (12b-1) Fees | 0.00% |
Other Expenses (Operating Services Fees)(1) | 0.05% |
Total Annual Fund Operating Expenses | 0.50% |
(1) | Rafferty Asset Management, LLC (“Rafferty” or “Adviser”) has entered into an Operating Services Agreement with the Fund. Under this Operating Services Agreement, Rafferty has contractually agreed to pay all expenses of the Fund as long as it is the advisor of the Fund other than the following: management fees, Rule 12b-1 distribution and/or service fees, taxes, swap financing and related costs, dividends or interest on short positions, other interest expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization, acquired fund fees and expenses, and extraordinary expenses. The Operating Services Agreement may be terminated at any time by the Board of Trustees. |
1 Year | 3 Years |
$51 | $160 |
Direxion Shares ETF Trust Prospectus | 6 |
7 | Direxion Shares ETF Trust Prospectus |
Direxion Shares ETF Trust Prospectus | 8 |
Portfolio Managers | Years of Service with the Fund | Primary Title |
Paul Brigandi | Since Inception | Portfolio Manager |
Tony Ng | Since Inception | Portfolio Manager |
9 | Direxion Shares ETF Trust Prospectus |
(1) | Rafferty Asset Management, LLC (“Rafferty” or “Adviser”) has entered into an Operating Services Agreement with the Fund. Under this Operating Services Agreement, Rafferty has contractually agreed to pay all expenses of the Fund as long as it is the advisor of the Fund other than the following: management fees, Rule 12b-1 distribution and/or service fees, taxes, swap financing and related costs, dividends or interest on short positions, other interest expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization, acquired fund fees and expenses, and extraordinary expenses. The Operating Services Agreement may be terminated at any time by the Board of Trustees. |
(2) | Estimated for the Fund's current fiscal year. |
1 Year | 3 Years |
$58 | $183 |
Direxion Shares ETF Trust Prospectus | 10 |
11 | Direxion Shares ETF Trust Prospectus |
• | Swap Agreements. Swap agreements are entered into primarily with major global financial institutions for a specified period which may range from one day to more than one year. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference assets or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar |
amount invested in a basket of securities or futures contracts, exchange-traded note, or an ETF. Swaps are subject to counterparty, valuation and leveraging risks. | |
• | Futures Contracts. Futures contracts are typically exchange-traded contracts that call for the future delivery of an asset at a certain price and date, or cash settlement of the terms of the contract. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. Futures contracts are subject to liquidity risks; there may not be a liquid secondary market for the futures contracts and the Fund may not be able to enter into a closing transaction. Exchanges may also limit the number of positions that can be held or controlled by the Fund or the Adviser, thus limiting the ability of the Fund to implement its investment strategy. Futures markets are highly volatile and the use of futures may increase the Fund’s volatility. Futures contracts are also subject to leverage risk. |
Direxion Shares ETF Trust Prospectus | 12 |
13 | Direxion Shares ETF Trust Prospectus |
Portfolio Managers | Years of Service with the Fund | Primary Title |
Paul Brigandi | Since Inception | Portfolio Manager |
Tony Ng | Since Inception | Portfolio Manager |
Direxion Shares ETF Trust Prospectus | 14 |
Fund | Underlying Index |
Direxion High Growth ETF | Russell 1000 Hyper Growth Index |
Direxion Fallen Knives ETF | Indxx US Fallen Knives Index |
Direxion Dynamic Hedge ETF | Salt truVolTM US Large Cap Dynamic Hedge Index |
15 | Direxion Shares ETF Trust Prospectus |
Direxion Shares ETF Trust Prospectus | 16 |
Direxion High Growth ETF | Direxion Fallen Knives ETF | Direxion Dynamic Hedge ETF | |
Index Correlation/Tracking Risk | X | X | X |
Index Strategy Risk | X | X | X |
Market Disruption Risk | X | X | X |
Long/Short Risk | X | ||
Shorting Risk | X | ||
Derivatives Risk | X | ||
Other Investment Companies (including ETFs) Risk | X | ||
Growth Investing Risk | X | ||
Momentum Securities Risk | X | ||
Quality Securities Risk | X | ||
Volatility Risk | X | ||
Communication Services Sector Risk | X | ||
Consumer Discretionary Sector Risk | X | ||
Healthcare Sector Risk | X | X | |
Information Technology Sector Risk | X | X | X |
Large-Capitalization Company Risk | X | X | X |
Mid-Capitalization Company Risk | X | ||
Small- and/or Mid-Capitalization Company Risk | X | X | |
Cybersecurity Risk | X | X | X |
Early Close/Trading Halt Risk | X | X | X |
Equity Securities Risk | X | X | X |
High Portfolio Turnover Risk | X | X | X |
Investment Risk | X | X | X |
Market Risk | X | X | X |
Non-Diversification Risk | X | X | X |
Securities Lending Risk | X | X | X |
Special Risks of Exchange-Traded Funds | X | X | X |
17 | Direxion Shares ETF Trust Prospectus |
• | Swap Agreements. Swap agreements are entered into primarily with major global financial institutions for a specified period which may range from one day to more than one year. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of |
Direxion Shares ETF Trust Prospectus | 18 |
return) earned or realized on particular predetermined reference or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a reference asset. | |
• | Futures Contracts. A futures contact is a contract to purchase or sell a particular security, or the cash value of an index, at a specified future date at a price agreed upon when the contract is made. Under such contracts, no delivery of the actual securities is required. Rather, upon the expiration of the contract, settlement is made by exchanging cash in an amount equal to the difference between the contract price and the closing price of a security or index at expiration, net of the variation margin that was previously paid. |
• | Forward Contracts. Forward contracts are two-party contracts pursuant to which one party agrees to pay the counterparty a fixed price for an agreed upon amount of commodities, securities, or the cash value of the commodities, securities or the securities index, at an agreed upon date. A forward currency contract is an obligation to buy or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. |
• | Options. An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security or currency underlying the option at a specified exercise price at any time during the term of the option (normally not exceeding nine months). The writer of an option has the obligation upon exercise of the option to deliver the underlying security or currency upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security or currency. |
• | Options on Futures Contracts. An option on a futures contract provides the holder with the right to enter into a “long” position in the underlying futures contract, in the case of a call option, or a “short” position in the underlying futures contract in the case of a put option, at a fixed exercise price to a stated expiration date. Upon exercise of the option by the holder, the contract market clearing house establishes a corresponding short position for the writer of the option, in the case of a call option, or a corresponding long position, in the case of a put option. |
19 | Direxion Shares ETF Trust Prospectus |
Direxion Shares ETF Trust Prospectus | 20 |
21 | Direxion Shares ETF Trust Prospectus |
Direxion Shares ETF Trust Prospectus | 22 |
23 | Direxion Shares ETF Trust Prospectus |
Direxion Shares ETF Trust Prospectus | 24 |
25 | Direxion Shares ETF Trust Prospectus |
Fund | Symbol |
Direxion High Growth ETF | HIPR |
Direxion Fallen Knives ETF | NIFE |
Direxion Dynamic Hedge ETF | DYHG |
Fund | Advisory Fee Charged |
Direxion High Growth ETF | 0.35% |
Direxion Fallen Knives ETF | 0.45% |
Direxion Dynamic Hedge ETF | 0.50% |
Direxion Shares ETF Trust Prospectus | 26 |
27 | Direxion Shares ETF Trust Prospectus |
Direxion Shares ETF Trust Prospectus | 28 |
29 | Direxion Shares ETF Trust Prospectus |
Direxion Shares ETF Trust Prospectus | 30 |
31 | Direxion Shares ETF Trust Prospectus |
1301 Avenue of the Americas (6th Avenue), 28th Floor | New York, New York 10019 | (866) 476-7523 |
Write to: | Direxion Shares ETF Trust |
1301 Avenue
of the Americas (6th Avenue), 28th Floor
New York, New York 10019 |
|
Call: | (866) 476-7523 |
By Internet: | www.direxion.com |
1301 Avenue of the Americas (6th Avenue), 28th Floor | New York, New York 10019 | (866) 476-7523 |
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Transaction Fees | 54 |
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A-1 |
• | Adversely impact the pricing, liquidity, value of, return on and trading for a broad array of financial products, including any LIBOR-linked securities, loans and derivatives in which a Fund may invest; |
• | Require extensive negotiations of and/or amendments to agreements and other documentation governing LIBOR-linked investments products; |
• | Lead to disputes, litigation or other actions with counterparties or portfolio companies regarding the interpretation and enforceability of “fall back” provisions that provide for an alternative reference rate in the event of LIBOR’s unavailability; or |
• | Cause a Fund to incur additional costs in relation to any of the above factors. |
1. | Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
2. | Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
3. | Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. |
4. | Except for any Fund that is “concentrated” in an industry or group of industries within the meaning of the 1940 Act, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities) if, as a result, 25% or more of a Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. However, each Fund that tracks an underlying index will only concentrate its investment in a particular industry or group of industries to approximately the same extent as its underlying index is so concentrated. |
5. | Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate. |
6. | Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts and other financial instruments. |
7. | Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the 1933 Act in the disposition of restricted securities or other investment company securities. |
Name,
Address
and Age |
Position(s)
Held with Fund |
Term
of
Office and Length of Time Served |
Principal
Occupation(s) During
Past Five Years |
#
of
Portfolios in Direxion Family of Investment Companies Overseen by Trustee(2) |
Other
Trusteeships/ Directorships Held by Trustee During Past Five Years |
Daniel
D. O’Neill(1)
Age: 51 |
Chairman of the Board of Trustees |
Lifetime
of Trust until removal or resignation;
Since 2008 |
Managing
Director of Rafferty Asset Management, LLC, January 1999 – January 2019 and Direxion Advisors, LLC, November 2017
– January 2019.
|
133 | None. |
Name,
Address
and Age |
Position(s)
Held with Fund |
Term
of
Office and Length of Time Served |
Principal
Occupation(s) During
Past Five Years |
#
of
Portfolios in Direxion Family of Investment Companies Overseen by Trustee(3) |
Other
Trusteeships/ Directorships Held by Trustee During Past Five Years |
Gerald
E. Shanley III
Age: 76 |
Trustee |
Lifetime
of Trust until removal or resignation;
Since 2008 |
Retired,
since 2002; Business Consultant, 1985-present; Trustee of Trust Under Will of Charles S. Payson, 1987-present; C.P.A., 1979-present.
|
133 | None. |
David
L. Driscoll
Age: 50 |
Trustee |
Lifetime
of Trust until removal or resignation;
Since 2014 |
Partner,
King Associates, LLP, since 2004; Board Advisor, University Common Real Estate, since 2012; Principal, Grey Oaks LLP since 2003; Member, Kendrick LLC, since 2006.
|
133 | None. |
Jacob
C. Gaffey
Age: 72 |
Trustee |
Lifetime
of Trust until removal or resignation;
Since 2014 |
Managing
Director of Loomis & Co. since 2012; Partner, Bay Capital Advisors, LLC
2008 – 2012. |
133 | None. |
Name,
Address
and Age |
Position(s)
Held with Fund |
Term
of
Office and Length of Time Served |
Principal
Occupation(s) During
Past Five Years |
#
of
Portfolios in Direxion Family of Investment Companies Overseen by Trustee(3) |
Other
Trusteeships/ Directorships Held by Trustee During Past Five Years |
Henry
W. Mulholland
Age: 56 |
Trustee | Lifetime of Trust until removal or resignation; Since 2017 | Grove Hill Partners LLC, since 2016 as Managing Partner; Bank of America Merrill Lynch, 1990-2015, most recently as Managing Director and Head of Equities for Americas. | 133 | None. |
Kathleen
M. Berkery(3)
Age: 52 |
Trustee | Lifetime of Trust until removal or resignation; Since 2019 | Rynkar, Vail & Barrett, LLC, since 2018 as Manager – Trusts & Estates; Lee, Nolan & Koroghlian Life Planning Group, 2010-2017 as Financial Advisor | 133 | None. |
(1) | Mr. O’Neill is affiliated with Rafferty and Direxion because he owns a beneficial interest in Rafferty. |
(2) | The Direxion Family of Investment Companies consists of the Direxion Shares ETF Trust which, as of the date of this SAI, offers for sale to the public 89 of the 119 funds registered with the SEC, the Direxion Funds which, as of the date of this SAI, offers for sale to the public 14 funds registered with the SEC and the Direxion Insurance Trust which, as of the date of this SAI, does not have any funds registered with the SEC. |
(3) | Ms. Berkery was elected as a Trustee on November 26, 2019. |
Name,
Address
and Age |
Position(s)
Held with Fund |
Term
of
Office and Length of Time Served |
Principal
Occupation(s) During
Past Five Years |
#
of
Portfolios in the Direxion Family of Investment Companies Overseen by Trustee(1) |
Other
Trusteeships/
Directorships Held by Trustee During Past Five Years |
Robert
D. Nestor
Age: 51 |
President |
One
Year;
Since 2018 |
President, Rafferty Asset Management, LLC and Direxion Advisors, LLC, since April 2018; Blackrock, Inc. (May 2007-April 2018), most recently as Managing Director. | N/A | N/A |
Patrick
J. Rudnick
Age: 46 |
Principal
Executive
Officer Principal Financial Officer |
One
Year;
Since 2018 One Year; Since 2010 |
Senior
Vice President, since March 2013, Rafferty Asset Management, LLC; Senior Vice President, since November 2017, Direxion Advisors, LLC.
|
N/A | N/A |
Name,
Address
and Age |
Position(s)
Held with Fund |
Term
of
Office and Length of Time Served |
Principal
Occupation(s) During
Past Five Years |
#
of
Portfolios in the Direxion Family of Investment Companies Overseen by Trustee(1) |
Other
Trusteeships/
Directorships Held by Trustee During Past Five Years |
Angela
Brickl
Age: 43 |
Chief
Compliance
Officer Secretary |
One
Year;
Since 2018 One Year; Since 2011 |
General
Counsel, Rafferty Asset Management LLC, since October 2010 and Direxion Advisors, LLC, since November 2017; Chief Compliance Officer, Rafferty Asset Management, LLC, since September 2012 and Direxion Advisors, LLC, since November 2017.
|
N/A | N/A |
(1) | The Direxion Family of Investment Companies consists of the Direxion Shares ETF Trust which, as of the date of this SAI, offers for sale to the public 89 of the 119 funds registered with the SEC, the Direxion Funds which, as of the date of this SAI, offers for sale to the public 14 funds registered with the SEC and the Direxion Insurance Trust which, as of the date of this SAI, does not have any funds registered with the SEC. |
(1) | The Direxion Family of Investment Companies consists of the Direxion Shares ETF Trust which, as of the date of this SAI, offers for sale to the public 89 of the 119 funds registered with the SEC, the Direxion Funds which, as of the date of this SAI, offers for sale to the public 14 funds registered with the SEC and the Direxion Insurance Trust which, as of the date of this SAI, does not have any funds registered with the SEC. |
Name
of Person,
Position |
Aggregate
Compensation From the Trust(1) |
Pension
or
Retirement Benefits Accrued As Part of the Trust’s Expenses |
Estimated
Annual Benefits Upon Retirement |
Aggregate
Compensation From the Direxion Family of Investment Companies Paid to the Trustees(2) |
Interested Trustee | ||||
Daniel D. O’Neill | $0 | $0 | $0 | $0 |
Independent Trustees | ||||
Gerald E. Shanley III | $100,000 | $0 | $0 | $133,333 |
David L. Driscoll | $100,000 | $0 | $0 | $133,333 |
Jacob C. Gaffey | $100,000 | $0 | $0 | $133,333 |
Henry W. Mulholland | $100,000 | $0 | $0 | $133,333 |
Kathleen M. Berkery(3) | $0 | $0 | $0 | $0 |
Fund | Advisory Fee Charged |
Direxion High Growth ETF | 0.35% |
Direxion Fallen Knives ETF | 0.45% |
Direxion Dynamic Hedge ETF | 0.50% |
Accounts |
Total
Number
of Accounts |
Total
Assets
(In Billions) |
Total
Number of
Accounts with Performance Based Fees |
Total
Assets
of Accounts with Performance Based Fees |
Registered Investment Companies | 102 | $14 | 0 | $0 |
Other Pooled Investment Vehicles | 0 | $ 0 | 0 | $0 |
Other Accounts | 0 | $ 0 | 0 | $0 |
• | Election of Directors – considering all factors such as director qualifications, term of office and age limits. |
• | Proxy Contests – considering factors such as voting nominees in contested elections and reimbursement of expenses. |
• | Election of Auditors – considering factors such as independence and reputation of the auditing firm. |
• | Proxy Contest Defenses – considering factors such as board structure and cumulative voting. |
• | Tender Offer Defenses – considering factors such as poison pills (stock purchase rights plans) and fair price provisions. |
• | Miscellaneous Governance Issues – considering factors such as confidential voting and equal access. |
• | Capital Structure – considering factors such as common stock authorization and stock distributions. |
• | Executive and Director Compensation – considering factors such as performance goals and employee stock purchase plans. |
• | State of Incorporation – considering factors such as state takeover statutes and voting on reincorporation proposals. |
• | Mergers and Corporate Restructuring – considering factors such as spin-offs and asset sales. |
• | Mutual Fund Proxy Voting – considering factors such as election of directors and proxy contests. |
• | Social and Corporate Responsibility Issues – considering factors such as social, environmental, and labor issues. |
* | As a percentage of the amount invested. |
Australia | Austria | Belgium | Brazil | Canada | Chile | China | ||||||
January
1
January 27 April 10 April 13 June 8 December 24 December 25 December 28 December 31 |
January
1
January 6 April 10 April 13 May 1 May 21 June 1 June 11 October 26 December 8 December 24 December 25 December 31 |
January
1
April 10 April 13 May 1 May 21 May 22 June 1 July 21 November 11 December 25 |
January
1
February 24 February 25 February 26 April 10 April 21 May 1 June 11 July 9 September 7 October 12 November 2 November 20 December 25 |
January
1
January 2 February 17 April 10 May 18 July 1 August 3 September 7 October 12 November 11 December 25 December 28 |
January
1
April 10 May 1 May 21 June 29 July 16 September 18 October 12 December 8 December 25 |
January
1
January 20 January 24 January 27 January 28 January 29 January 30 February 17 April 6 April 10 April 13 April 30 May 1 May 4 May 5 May 25 June 25 June 26 July 1 July 3 September 7 October 1 October 2 October 5 October 6 October 7 October 8 October 12 October 26 November 11 November 26 December 25 |
Colombia | Czech Republic | Denmark | Egypt | Finland | France | Germany | ||||||
January
1
January 6 March 23 April 9 April 10 May 1 June 15 June 22 June 29 July 20 August 7 August 17 October 12 November 2 November 16 December 8 December 24 December 25 |
January
1
April 10 April 13 May 1 May 8 July 6 September 28 October 28 November 17 December 24 December 25 |
January
1
April 9 April 10 April 13 May 1 May 8 May 21 May 22 June 1 June 5 December 24 December 25 December 31 |
January
1
January 7 April 19 April 20 May 24 May 25 July 30 July 23 August 2 August 19 October 6 October 28 |
January
1
January 6 April 10 April 13 May 1 May 21 June 19 December 24 December 25 December 31 |
January
1
April 10 April 13 May 1 May 8 May 21 June 1 July 14 November 11 December 25 |
January
1
April 10 April 13 May 1 June 1 December 24 December 25 December 31 |
Greece | Hong Kong | Hungary | India | Indonesia | Ireland | Israel | ||||||
January
1
January 6 March 2 March 25 April 10 April 13 April 17 April 20 May 1 June 8 October 28 December 24 December 25 |
January
1
January 19 January 24 January 27 January 28 January 29 January 30 February 1 April 6 April 9 April 10 April 13 April 26 April 29 April 30 May 1 May 4 May 5 May 9 June 25 June 26 June 28 June 30 July 1 September 27 October 1 October 2 October 5 October 6 October 7 October 8 October 10 October 23 October 26 December 24 December 25 December 31 |
January
1
April 10 April 13 May 1 June 1 August 20 August 21 August 29 October 23 December 12 December 24 December 25 December 31 |
February
19
February 21 March 10 March 25 April 1 April 2 April 6 April 10 April 14 May 1 May 7 May 25 October 2 October 30 November 14 November 16 November 30 December 25 |
January
1
March 25 April 10 May 1 May 7 May 21 May 22 May 25 May 26 May 27 June 1 July 31 August 17 August 20 October 29 December 24 December 25 December 31 |
January
1
January 20 February 17 April 10 April 13 May 1 May 8 May 25 July 3 July 4 August 31 October 12 November 11 November 26 December 24 December 25 December 28 December 31 |
March
10
April 8 April 9 April 12 April 13 April 14 April 15 April 28 April 29 May 29 July 30 September 20 September 27 September 28 October 4 October 5 October 6 October 7 October 8 |
Italy | Japan | Malaysia | Mexico | Morocco | Netherlands | New Zealand | ||||||
January
1
April 10 April 13 May 1 December 24 December 25 December 31 |
January
1
January 2 January 3 January 13 February 11 February 24 March 20 April 29 May 4 May 5 May 6 July 23 July 24 August 10 September 21 September 22 November 3 November 23 December 31 |
January
1
January 24 January 27 May 1 May 7 May 11 May 25 May 26 July 31 August 20 August 31 September 16 October 29 December 25 |
January
1
February 3 March 16 April 9 April 10 May 1 September 16 November 2 November 16 December 25 |
January
1
May 1 May 25 May 26 July 30 July 31 August 14 August 20 August 21 October 30 November 6 November 18 |
January
1
April 10 April 13 April 27 May 1 May 5 May 21 June 1 December 25 |
January
1
January 2 January 20 January 27 February 6 April 10 April 13 April 27 June 1 October 26 December 25 December 28 |
Norway | Peru | Philippines | Poland | Portugal | Russia | Singapore | ||||||
January
1
April 8 April 9 April 10 April 13 May 1 May 21 June 1 December 24 December 25 December 31 |
January
1
April 9 April 10 May 1 June 29 July 28 October 8 December 25 |
January
1
February 25 April 9 April 10 May 1 June 12 August 21 August 31 November 2 November 30 December 8 December 24 December 25 December 30 December 31 |
January
1
January 6 April 10 April 13 May 1 June 11 November 11 December 24 December 25 December 31 |
January
1
April 10 April 13 May 1 June 10 June 11 October 5 December 1 December 8 December 25 |
January
1
January 2 January 3 January 6 January 7 January 8 February 24 March 9 May 1 May 4 May 5 May 11 June 12 November 4 |
January
1
January 27 April 10 May 1 May 7 May 25 July 31 August 10 December 25 |
South Africa | South Korea | Spain | Sweden | Switzerland | Taiwan | Thailand | ||||||
January
1
April 10 April 13 April 27 May 1 June 16 August 10 September 24 December 16 December 25 |
January
1
January 24 January 27 April 15 April 30 May 1 May 5 September 31 October 1 October 2 October 9 December 25 December 31 |
January
1
January 6 March 19 April 9 April 10 April 13 May 1 October 12 November 2 December 7 December 8 December 25 |
January
1
January 6 April 9 April 10 April 13 April 30 May 1 May 20 May 21 June 19 October 30 December 24 December 25 December 31 |
January
1
January 2 April 10 April 13 April 20 May 1 May 21 June 1 September 14 December 24 December 25 December 31 |
January
1
January 21 January 22 January 23 January 24 January 27 January 28 January 29 February 28 April 2 April 3 May 1 June 25 June 26 October 1 October 2 October 9 |
January
1
February 10 April 6 April 13 April 14 April 15 May 1 May 4 May 6 June 3 July 6 July 28 August 12 October 13 October 23 December 7 December 10 December 31 |
Turkey | United Kingdom | |
January
1
April 23 May 1 May 19 May 25 May 26 July 15 July 30 July 31 August 3 October 28 October 29 |
January
1
January 20 February 17 April 10 April 13 May 1 May 8 May 25 July 3 August 31 October 12 November 11 November 26 December 24 December 25 December 28 December 31 |
• | The likelihood of payment--the capacity and willingness of the obligor to meet its financial commitments on an obligation in accordance with the terms of the obligation; |
• | The nature and provisions of the financial obligation, and the promise we impute; and |
• | The protection afforded by, and relative position of, the financial obligation in the event of a bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights. |
• | Amortization schedule--the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
• | Source of payment--the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
(a) | Subject to the exceptions and limitations contained in subsection (b) below: |
(i) | every person who is, or has been, a Trustee or an officer, employee or agent of the Trust, including persons who act at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (“Covered Person”) shall be indemnified by the Trust or the appropriate Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the settlement thereof. |
(ii) | as used herein, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include, without limitation, counsel fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities. |
(b) | No indemnification shall be provided hereunder to a Covered Person: |
(i) | who shall have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office or (B) not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust; or |
(ii) | in the event of a settlement, if there has been a determination that such Covered Person engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office: (A) by the court or other body approving the settlement; (B) by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry). |
(c) | The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled and shall inure to the benefit of the heirs, executors and administrators of a Covered Person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law. |
(d) | To the maximum extent permitted by applicable law, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in subsection (a) of this Section shall be paid by the Trust or applicable Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or applicable Series if it is ultimately determined that he or she is not entitled to indemnification under this Section. |
(e) | Any repeal or modification of this Article IX by the Shareholders, or adoption or modification of any other provision of this Trust Instrument or the By-laws inconsistent with this Article, shall be prospective only, to the extent that such, repeal or modification would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification available to any Covered Person with respect to any act or omission which occurred prior to such repeal, modification or adoption. |
(a) | The Trust agrees to indemnify and hold harmless the Distributor, its affiliates and each of their directors, officers and employees and agents and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (any of the Distributor, its officers, employees, agents and directors or such control persons, for |
purposes of this paragraph, a “Distributor Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) any claim that the Registration Statement, Prospectus, Statement of Additional Information, Product Description, shareholder reports, sales literature and advertisements specifically approved by the Trust and Investment Adviser or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the Prospectus, Statement of Additional Information and Product Description, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law, (ii) the breach by the Trust of any obligation, representation or warranty contained in this Agreement or (iii) the Trust's failure to comply in any material respect with applicable securities laws. |
(b) | The Distributor agrees to indemnify and hold harmless the Trust and each of its Trustees and officers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the Trust and each of its Trustees and officers and its controlling persons are collectively referred to as the “Trust Affiliates”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the allegation of any wrongful act of the Distributor or any of its directors, officers, employees, (ii) the breach of any obligation, representation or warranty pursuant to this Agreement by the Distributor, (iii) the Distributor's failure to comply in any material respect with applicable securities laws, including applicable FINRA regulations, or (iv) any allegation that the Registration Statement, Prospectus, Statement of Additional Information, Product Description, shareholder reports, any information or materials relating to the Funds (as described in section 3(g)) or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements not misleading, insofar as such statement or omission was made in reliance upon, and in conformity with information furnished to the Trust by or on behalf of the Distributor, it being understood that the Trust will rely upon certain information provided by the Distributor for use in the preparation of the Registration Statement, Prospectus, Statement of Additional Information, Product Description, shareholder reports or other information relating to the Funds or made public by the Trust. |
(c) | No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 6(a) or 6(b) above, without the prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This section 6 shall survive the termination of this Agreement. |
(a) | The Participant hereby agrees to indemnify and hold harmless the Distributor, the Funds, the Index Receipt Agent, their respective subsidiaries, affiliates, directors, officers, employees, and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an “Indemnified Party”), from and against any loss, liability, cost, or expense (including attorneys’ fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations; (iv) actions of such Indemnified Party in reliance upon any instructions issued in accordance with the Fund Documents, AP Handbook or Annex II (as each may be amended from time to time) reasonably believed by the Distributor and/or the Index Receipt Agent to be genuine and to have been given by the Participant; or (v) the Participant’s failure to complete a Purchase Order or Redemption Order that has been accepted. The Participant understands and agrees that the Funds as third party beneficiaries to this Agreement are entitled to proceed directly against the Participant in the event that the Participant fails to honor any of its obligations under this Agreement that benefit the Fund. The Distributor shall not be liable to the Participant for any damages arising out of mistakes or errors in data provided to the Distributor, or out of interruptions or delays of communications with the Indemnified Parties who are service providers to the Fund, nor is the Distributor liable for any action, representation, or solicitation made by the wholesalers of the Fund. |
(b) | The Distributor hereby agrees to indemnify and hold harmless the Participant and the Index Receipt Agent, their respective subsidiaries, affiliates, directors, officers, employees, and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an “Indemnified Party”), from and against any loss, liability, cost, or expense (including attorneys’ fees) incurred by such Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable laws, including rules and regulations of self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any representations made in accordance with the Fund Documents and AP Handbook (as e ach may be amended from time to time) reasonably believed by the Participant to be genuine and to have been given by the Distributor. The Participant shall not be liable to the Distributor for any damages arising out of mistakes or errors in data provided to the Participant, or out of interruptions or delays of communications with the Indemnified Parties who are service providers to the Fund, nor is the Participant liable for any action, representation, or solicitation made by the wholesalers of the Fund. |
(c) | The Funds, the Distributor, the Index Receipt Agent, or any person who controls such persons within the meaning of Section 15 of the 1933 Act, shall not be liable to the Participant for any damages arising from any differences in performance between the Deposit Securities in a Fund Deposit and the Fund’s benchmark index. |
Name | Business Address |
Position
with
Underwriter |
Position
with
Registrant |
Richard J. Berthy |
Three
Canal Plaza,
Suite 100, Portland, Maine 04101 |
President,
Treasurer
and Manager |
None |
Mark A. Fairbanks |
Three
Canal Plaza,
Suite 100, Portland, Maine 04101 |
Vice President | None |
Jennifer K. DiValerio |
899
Cassatt Road,
400 Berwyn Park, Suite 110, Berwyn, PA 19312 |
Vice President | None |
Nanette K. Chern |
Three
Canal Plaza,
Suite 100, Portland, Maine 04101 |
Vice
President
and Chief Compliance Officer |
None |
Jennifer E. Hoopes |
Three
Canal Plaza,
Suite 100, Portland, Maine 04101 |
Secretary | None |
DIREXION SHARES ETF TRUST | |
By: | /s/ Patrick J. Rudnick* |
Patrick J. Rudnick | |
Principal Executive Officer |
Signature | Title | Date |
/s/ Daniel D. O’Neill* | Chairman of the Board | May 27, 2020 |
Daniel D. O’Neill | ||
/s/ Gerald E. Shanley III* | Trustee | May 27, 2020 |
Gerald E. Shanley III | ||
/s/ Jacob C. Gaffey* | Trustee | May 27, 2020 |
Jacob C. Gaffey | ||
/s/ David L. Driscoll* | Trustee | May 27, 2020 |
David L. Driscoll | ||
/s/ Henry W. Mulholland* | Trustee | May 27, 2020 |
Henry W. Mulholland | ||
/s/ Kathleen M. Berkery* | Trustee | May 27, 2020 |
Kathleen M. Berkery | ||
/s/ Patrick J. Rudnick* |
Principal
Executive Officer
and Principal Financial Officer |
May 27, 2020 |
Patrick J. Rudnick | ||
*By: /s/ Angela Brickl |
Exhibit (d)(i)(A)
AMENDED AND RESTATED
DIREXION SHARES ETF TRUST
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement (the Agreement) amends and restates the Investment Advisory Agreement dated August 13, 2008, between Direxion Shares ETF Trust (the Trust), a Delaware statutory trust, and Rafferty Asset Management, LLC, a New York limited liability company (the Adviser).
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the Act), as an open-end management investment company consisting of one or more investment series of shares, each having its own assets and investment policies;
WHEREAS, the Adviser provides investment advice and is registered with the Securities and Exchange Commission (the SEC) as an investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); and
WHEREAS, the Trust desires to retain the Adviser to perform investment advisory services for each series of the Trust listed in one or more Schedules attached hereto (collectively, the Funds), and the Adviser is willing to perform such services on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints the Adviser, subject to the direction and control of the Trusts Board of Trustees (the Board), to manage the investment and reinvestment of the assets of each Fund listed on Schedule A of this Agreement (as such schedule may be amended from time to time) for the period and on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to render the services herein set forth for the compensation as set forth on Schedule A. In the performance of its duties, the Adviser will act in the best interests of the Trust and each Fund and will comply with (a) applicable laws and regulations, including, but not limited to, the 1940 Act, (b) the terms of this Agreement, (c) the Trusts Declaration of Trust, By-Laws and currently effective registration statement under the Securities Act of 1933, as amended, and the 1940 Act, and any amendments thereto, (d) the stated investment objective, policies and restrictions of each applicable Fund, and (e) such other guidelines as the Board reasonably may establish.
2. DUTIES AS INVESTMENT ADVISER.
(a) Subject to the supervision of the Board, the Adviser will provide a continuous investment program for each Fund, including investment research and management with respect to all securities, investments and cash equivalents in each Fund. The Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by each Fund. To carry out such decisions, the Adviser hereby is authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and
issue instructions with respect to those transactions of the Funds. The Adviser will exercise full discretion and act for each Fund in the same manner and with the same force and effect as such Fund itself might or could do with respect to purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Adviser will be responsible for preserving the confidentiality of information concerning the holdings, transactions, and business activities of each Trust and each Fund in conformity with the requirements of the 1940 Act, other applicable laws and regulations, and any policies that are approved by the Board.
(b) The Adviser will place orders pursuant to its investment determinations for each Fund either directly with the issuer or through other brokers. In the selection of brokers and the placement of orders for the purchase and sale of Fund investments for the Funds, the Adviser shall use its best efforts to obtain for the Funds the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the Adviser, bearing in mind the Trusts best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as the Board may determine, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the Advisers overall responsibilities with respect to the Trust and to other clients of the Adviser as to which the Adviser exercises investment discretion. In no instance will portfolio securities of any Fund be purchased from or sold to the Adviser or any affiliated person of the Adviser. The Trust agrees that any entity or person associated with the Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and the Trust has consented to the retention of compensation for such transactions.
(c) The Adviser will report to the Board at each meeting thereof all changes in the Funds since the prior report, and also will keep the Board informed of important developments affecting the Trust, Funds and the Adviser, and on its own initiative, will provide the Board from time to time such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in a Funds holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Adviser also make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of the Adviser.
(d) The Adviser will from time to time employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Advisers duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trusts behalf in any such respect.
(e) The Adviser, unless and until otherwise directed by the Board, will exercise all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held), and exercising rights in the context of a bankruptcy or other reorganization.
(f) Any of the foregoing functions with respect to any or all Funds may be delegated by the Adviser, at the Advisers expense, to another appropriate party (including an affiliated party), subject to such approval by the Board and shareholders of each affected Fund as may be required by the 1940 Act. The Adviser shall oversee the performance of delegated functions by any such party and shall furnish to the Trust with quarterly evaluations and analyses concerning the performance of delegated responsibilities by those parties.
3. COMPLIANCE WITH RULE 38a-1. The Adviser shall maintain policies and procedures that are reasonably designed to prevent violations of the federal securities laws, and shall employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities. The Adviser shall also provide the Trusts chief compliance officer with periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the federal securities laws.
4. SERVICES NOT EXCLUSIVE. The services furnished by the Adviser hereunder are not to be deemed exclusive and the Adviser shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
5. BOOKS AND RECORDS.
(a) The Adviser shall maintain records for each Fund relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under Rule 31a-1 of the Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state or local government entity with jurisdiction over the Trust, including the Internal Revenue Service.
(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trusts request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 3la-1 under the 1940 Act.
6. EXPENSES. During the term of this Agreement, the Trust will bear all expenses not specifically assumed by the Adviser incurred in its operations and the offering of its shares. Expenses borne by the Trust will include, the following (or each Funds proportionate share of the following): (a) brokerage commissions relating to securities purchased or sold by the Trust or any losses incurred in connection therewith; (b) fees payable to and expenses incurred on behalf of the Trust by the Adviser; (c) expenses of organizing the Trust and the Funds; (d) filing fees and expenses relating to the registration and qualification of the Trusts shares and the Trust under federal or state securities laws and maintaining such registrations and qualifications; (e) distribution fees; (f) fees and salaries payable to the members of the Board and officers who are not officers or employees of the Adviser or interested persons (as defined in the 1940 Act) of any investment adviser or distributor of the Trust; (g) taxes (including any income or franchise taxes) and governmental fees; (h) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (i) any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Trust for violation of any law; (j) legal, accounting and auditing expenses, including legal fees of special counsel for the independent trustees; (k) charges of custodians, transfer agents, registrars and other agents; (l) expenses associated with the Trusts compliance program pursuant to Rule 38a-1 under the 1940 Act, including the costs associated with the staff necessary to manage the program; (m) expenses of setting in type and printing prospectuses and supplements thereto for existing shareholders, reports and statements to shareholders and proxy material; (n) any extraordinary expenses (including fees and disbursements of counsel) incurred by the Trust; and (o) fees and other expenses incurred in connection with membership in investment company organizations.
The Trust may pay directly any expense incurred by it in its normal operations and, if any such payment is consented to by the Adviser and acknowledged as otherwise payable by the Adviser pursuant to this Agreement, the Trust may reduce the fee payable to the Adviser pursuant to paragraph 7 hereof by such amount. To the extent that such deductions exceed the fee payable to the Adviser on any monthly payment date, such excess shall be carried forward and deducted in the same manner from the fee payable on succeeding monthly payment dates.
7. LIMITATION OF LIABILITY OF THE ADVISER. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or any Fund in connection with the matters to which this Agreement relate except a loss resulting from the willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, partner, employee, or agent of the Adviser, who may be or become an officer, trustee, employee or agent of the Trust shall be deemed, when rendering services to the Trust or acting in any business of the Trust, to be rendering such services to or acting solely for the Trust and not as an officer, partner, employee, or agent or one under the control or direction of the Adviser even though paid by it.
8. LIMITATION OF LIABILITY OF THE TRUST AND THE FUNDS. The Adviser is hereby expressly put on notice of the limitation of liability as set forth in the Trust Instrument and agrees that obligations assumed by the Trust hereunder shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of that Fund. The Adviser further agrees that it shall not seek satisfaction of any obligation from the shareholders or any individual shareholder of a Fund, nor from the Trustees or any individual Trustee of the Trust.
9. NON-BINDING AGREEMENT. This Agreement is executed by the Trustees and/or officers of the Trust in their capacities as Trustees and/or officers and the obligations of this Agreement are not binding upon any of them or the shareholder individually; rather, they are binding only on the assets and the property of the Trust.
10. COMPENSATION. For the services provided and the expenses assumed pursuant to this Agreement with respect to each Fund, the Trust will pay the Adviser, effective from the date of this Agreement, a fee that is computed daily and paid monthly from each Funds assets at the annual rates as percentages of that Funds average daily net assets as set forth in the attached Schedule A, which schedule can be modified from time to time to reflect changes in annual rates or the addition or deletion of a Fund from the terms of this Agreement, subject to appropriate approvals required by the 1940 Act. If this Agreement becomes effective or terminates with respect to any Fund before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such period bears to the full month in which such effectiveness or termination occurs.
11. DURATION AND TERMINATION. This Agreement shall become effective upon its execution; provided, that with respect to any Fund now existing or hereafter created, this Agreement shall not take effect unless it first has been approved (i) by a vote of the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, cast at a meeting called for the purpose of voting on such approval, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of that Funds outstanding voting securities. This Agreement shall remain in full force and effect continuously thereafter until terminated without the payment of any penalty as follows:
(a) By vote of a majority of its trustees, or by the affirmative vote of a majority of the outstanding shares of such Fund, the Trust may at any time terminate this Agreement with respect to any or all Funds by providing not more than 60 days written notice delivered or mailed by registered mail, postage prepaid, to the Adviser at its principal offices; or
(b) With respect to any Fund, this Agreement shall be approved for an initial period of two year and at least annually thereafter by (i) the Trustees or the shareholders of that Fund by the affirmative vote of a majority of the outstanding shares of such Fund, and (ii) a majority of the Trustees who are not interested persons of the Trust or of the Adviser or of any subadviser, by vote cast at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is not approved at least annually after the initial two-year period, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of a Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder with respect to that Fund; or
(c) The Adviser may at any time terminate this Agreement with respect to any or all Funds by not less than 60 days written notice delivered or mailed by registered mail, postage prepaid to the Trust.
(d) This Agreement automatically and immediately will terminate in the event of its assignment.
12. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed, waived, discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No material amendment of this Agreement with respect to any Fund shall be effective except, if required by law, by vote of the holders of a majority of that Funds outstanding voting securities.
13. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof, and in accordance with the 1940 Act. To the extent that the applicable laws of the Commonwealth of Massachusetts conflict with the applicable provisions of the 1940 Act, the latter shall control.
14. FORCE MAJEURE. The Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Adviser shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
15. DEFINITIONS. As used in this Agreement, the terms majority of the outstanding voting securities, interested person, and assignment shall have the same meanings as such terms have in the 1940 Act.
16. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
17. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below.
Attest: | DIREXION SHARES ETF TRUST | |||||||
By: | /s/ Angela Brickl | By: | /s/ Patrick J. Rudnick | |||||
Angela Brickl | Patrick J. Rudnick | |||||||
Chief Executive Officer |
Attest: | RAFFERTY ASSET MANAGEMENT, LLC | |||||||
By: | /s/ Angela Brickl | By: | /s/ Daniel ONeill | |||||
Angela Brickl | Daniel ONeill | |||||||
Managing Director |
Amended and Restated: May 19, 2020
Exhibit (d)(i)(B)
Schedule A
to the Amended and Restated Investment Advisory Agreement
between Direxion Shares ETF Trust and Rafferty Asset Management, LLC
Pursuant to section 1 of the Investment Advisory Agreement between Direxion Shares ETF Trust (the Trust) and Rafferty Asset Management, LLC (Rafferty), the Trust hereby appoints Rafferty to manage the investment and reinvestment of the Funds of the Trust listed below. As compensation for such, the Trust shall pay to Rafferty pursuant to section 7 of the Investment Advisory Agreement a fee, computed daily and paid monthly, at the following annual rates as percentages of each Funds average daily net assets:
ACTIVELY MANAGED FUNDS
Direxion Auspice Broad Commodity Strategy ETF |
0.50 | % | ||
Direxion Bitcoin Shares |
0.75 | % | ||
Direxion Flight to Safety Strategy ETF |
0.25 | % |
NON-LEVERAGED FUNDS
Direxion NASDAQ-100® Equal Weighted Index Shares |
0.30 | % | ||
Direxion All Cap Insider Sentiment Shares |
0.40 | % | ||
Direxion Zacks MLP High Income Index Shares |
0.50 | % | ||
Direxion Fallen Knives ETF |
0.45 | % | ||
Direxion Hyper Growth ETF |
0.35 | % | ||
Direxion Dynamic Hedge ETF |
0.50 | % | ||
Direxion Moonshot Technologies ETF |
0.60 | % | ||
Direxion Work From Home ETF |
0.60 | % | ||
Direxion S&P Contrarian IPO ETF |
0.60 | % |
150/50 FUNDS
Direxion Russell 1000® Value Over Growth ETF |
0.40 | % | ||
Direxion Russell 1000® Growth Over Value ETF |
0.40 | % | ||
Direxion Russell Large Over Small Cap ETF |
0.40 | % | ||
Direxion Russell Small Over Large Cap ETF |
0.40 | % | ||
Direxion MSCI USA Cyclicals Over Defensives ETF |
0.40 | % | ||
Direxion MSCI USA Defensives Over Cyclicals ETF |
0.40 | % | ||
Direxion MSCI Emerging Over Developed Markets ETF |
0.40 | % | ||
Direxion MSCI Developed Over Emerging Markets ETF |
0.40 | % | ||
Direxion FTSE Russell International Over US ETF |
0.40 | % | ||
Direxion FTSE Russell US Over International ETF |
0.40 | % | ||
Direxion MSCI USA ESGLeaders vs. Laggards ETF |
0.35 | % | ||
Direxion S&P 500® High Minus Low Quality ETF |
0.30 | % |
1X BEAR FUNDS
Direxion Daily 20+ Year Treasury Bear 1X Shares |
0.35 | % | ||
Direxion Daily S&P 500® Bear 1X Shares |
0.35 | % | ||
Direxion Daily Municipal Bond Taxable Bear 1X Shares |
0.35 | % | ||
Direxion Daily Small Cap Bear 1X Shares |
0.35 | % | ||
Direxion Daily CSI 300 China A Share Bear 1X Shares |
0.60 | % | ||
Direxion Daily CSI China Internet Index Bear 1X Shares |
0.60 | % | ||
Direxion Daily MSCI Real Estate Bear 1X Shares |
0.35 | % |
LEVERAGED FUNDS
2X Funds
Direxion Daily S&P 500® Bull 2X Shares |
0.50 | % | ||||||||
Direxion Daily CSI 300 China A Share Bull 2X Shares |
0.75 | % | ||||||||
Direxion Daily Small Cap Bull 2X Shares |
0.50 | % | ||||||||
Direxion Daily CSI China Internet Index Bull 2X Shares |
0.75 | % | ||||||||
Direxion Daily Dow Jones Internet Bull 2X Shares |
0.60 | % | ||||||||
Direxion Daily Robotics, Artificial Intelligence & Automation Index Bull 2X Shares |
0.60 | % | ||||||||
Direxion Daily MSCI Brazil Bull 2X Shares |
0.75 | % | ||||||||
Direxion Daily Energy Bull 2X Shares |
0.75 | % | Direxion Daily Energy Bear 2X Shares | 0.75 | % | |||||
Direxion Daily Gold Miners Index Bull 2X Shares |
0.75 | % | Direxion Daily Gold Miners Index Bear 2X Shares | 0.75 | % | |||||
Direxion Daily Junior Gold Miners Index Bull 2X Shares |
0.75 | % | Direxion Daily Junior Gold Miners Index Bear 2X Shares | 0.75 | % | |||||
Direxion Daily Russia Bull 2X Shares |
0.75 | % | ||||||||
Direxion Daily S&P Oil & Gas Exp. & Prod. Bull 2X Shares |
0.75 | % | Direxion Daily S&P Oil & Gas Exp. & Prod. Bear 2X Shares | 0.75 | % |
3X Funds
Direxion Daily 7-10 Year Treasury Bull 3X Shares |
0.75 | % | Direxion Daily 7-10 Year Treasury Bear 3X Shares | 0.75 | % | |||||
Direxion Daily 20+ Year Treasury Bull 3X Shares |
0.75 | % | Direxion Daily 20+ Year Treasury Bear 3X Shares | 0.75 | % | |||||
Direxion Daily MSCI Brazil Bear 3X Shares | 0.75 | % | ||||||||
Direxion Daily FTSE China Bull 3X Shares |
0.75 | % | Direxion Daily FTSE China Bear 3X Shares | 0.75 | % | |||||
Direxion Daily MSCI Developed Markets Bull 3X Shares |
0.75 | % | ||||||||
Direxion Daily MSCI Emerging Markets Bull 3X Shares |
0.75 | % | Direxion Daily MSCI Emerging Markets Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Financial Bull 3X Shares |
0.75 | % | Direxion Daily Financial Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Healthcare Bull 3X Shares |
0.75 | % | ||||||||
Direxion Daily MSCI India Bull 3X Shares |
0.75 | % | Direxion Daily MSCI India Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Latin America Bull 3X Shares |
0.75 | % | ||||||||
Direxion Daily Mid Cap Bull 3X Shares |
0.75 | % | ||||||||
Direxion Daily MSCI Real Estate Bull 3X Shares |
0.75 | % | Direxion Daily MSCI Real Estate Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Regional Banks Bull 3X Shares |
0.75 | % | ||||||||
Direxion Daily Retail Bull 3X Shares |
0.75 | % | Direxion Daily Retail Bear 3X Shares | 0.75 | % | |||||
Direxion Daily S&P 500® Bull 3X Shares |
0.75 | % | Direxion Daily S&P 500® Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Semiconductor Bull 3X Shares |
0.75 | % | Direxion Daily Semiconductor Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Small Cap Bull 3X Shares |
0.75 | % | Direxion Daily Small Cap Bear 3X Shares | 0.75 | % | |||||
Direxion Daily MSCI South Korea Bull 3X Shares |
0.75 | % | Direxion Daily MSCI South Korea Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Technology Bull 3X Shares |
0.75 | % | Direxion Daily Technology Bear 3X Shares | 0.75 | % | |||||
Direxion Daily FTSE Europe Bull 3X Shares |
0.75 | % | ||||||||
Direxion Daily MSCI Japan Bull 3X Shares |
0.75 | % | ||||||||
Direxion Daily Homebuilders & Supplies Bull 3X Shares |
0.75 | % | Direxion Daily Homebuilders & Supplies Bear 3X Shares | 0.75 | % |
Direxion Daily S&P Biotech Bull 3X Shares |
0.75 | % | Direxion Daily S&P Biotech Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Dow 30 Bull 3X Shares |
0.75 | % | Direxion Daily Dow 30 Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Consumer Discretionary Bull 3X Shares |
0.75 | % | Direxion Daily Consumer Discretionary Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Consumer Staples Bull 3X Shares |
0.75 | % | Direxion Daily Consumer Staples Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Utilities Bull 3X Shares |
0.75 | % | Direxion Daily Utilities Bear 3X Shares | 0.75 | % | |||||
Direxion Daily MSCI Canada Bull 3X Shares |
0.75 | % | Direxion Daily MSCI Canada Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Aerospace & Defense Bull 3X Shares |
0.75 | % | Direxion Daily Aerospace & Defense Bear 3X Shares | 0.75 | % | |||||
Direxion Daily MSCI Mexico Bull 3X Shares |
0.75 | % | Direxion Daily MSCI Mexico Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Transportation Bull 3X Shares |
0.75 | % | Direxion Daily Transportation Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Industrials Bull 3X Shares |
0.75 | % | Direxion Daily Industrials Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Metals & Mining Bull 3X Shares |
0.75 | % | Direxion Daily Metals & Mining Bear 3X Shares | 0.75 | % | |||||
Direxion Daily MSCI Italy Bull 3X Shares |
0.75 | % | Direxion Daily MSCI Italy Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Pharmaceutical & Medical Bull 3X Shares |
0.75 | % | Direxion Daily Pharmaceutical & Medical Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Dow Jones Internet Bull 3X Shares |
0.75 | % | Direxion Daily Dow Jones Internet Bear 3X Shares | 0.75 | % | |||||
Direxion Daily Robotics, Artificial Intelligence & Automation Index Bull 3X Shares |
0.75 | % | ||||||||
Direxion Daily Communication Services Index Bull 3X Shares |
0.75 | % | Direxion Daily Communication Services Index Bear 3X Shares | 0.75 | % | |||||
Direxion Daily S&P 500® High Beta Bull 3X Shares |
0.75 | % | Direxion Daily S&P 500® High Beta Bear 3X Shares | 0.75 | % | |||||
Direxion Daily MSCI Turkey Bull 3X Shares |
0.75 | % |
Last Updated: May 19, 2020
Exhibit (e)(i)(B)
Appendix A
ACTIVELY MANAGED FUNDS
Direxion Auspice Broad Commodity Strategy ETF |
Direxion Bitcoin Shares |
Direxion Flight to Safety Strategy ETF |
NON-LEVERAGED FUNDS
Direxion NASDAQ-100® Equal Weighted Index Shares |
Direxion All Cap Insider Sentiment Shares |
Direxion Zacks MLP High Income Index Shares |
Direxion Fallen Knives ETF |
Direxion Hyper Growth ETF |
Direxion Dynamic Hedge ETF |
Direxion Moonshot Technologies ETF |
Direxion Work From Home ETF |
Direxion S&P Contrarian IPO ETF |
150/50 FUNDS
Direxion Russell 1000® Value Over Growth ETF |
Direxion Russell 1000® Growth Over Value ETF |
Direxion Russell Large Over Small Cap ETF |
Direxion Russell Small Over Large Cap ETF |
Direxion MSCI USA Cyclicals Over Defensives ETF |
Direxion MSCI USA Defensives Over Cyclicals ETF |
Direxion MSCI Emerging Over Developed Markets ETF |
Direxion MSCI Developed Over Emerging Markets ETF |
Direxion FTSE Russell International Over US ETF |
Direxion FTSE Russell US Over International ETF |
Direxion MSCI USA ESGLeaders vs. Laggards ETF |
Direxion S&P 500® High Minus Low Quality ETF |
1X BEAR FUNDS
Direxion Daily 20+ Year Treasury Bear 1X Shares |
Direxion Daily S&P 500® Bear 1X Shares |
Direxion Daily Municipal Bond Taxable Bear 1X Shares |
Direxion Daily Small Cap Bear 1X Shares |
Direxion Daily CSI 300 China A Share Bear 1X Shares |
Direxion Daily CSI China Internet Index Bear 1X Shares |
Direxion Daily MSCI Real Estate Bear 1X Shares |
LEVERAGED FUNDS
1.35X Funds
PortfolioPlus S&P 500® ETF |
PortfolioPlus S&P® Small Cap ETF |
PortfolioPlus 20+ Year Treasury ETF |
PortfolioPlus Developed Markets ETF |
PortfolioPlus Emerging Markets ETF |
Portfolio Plus S&P® Mid Cap ETF |
PortfolioPlus Real Estate ETF |
PortfolioPlus S&P® Composite 1500 ETF |
2X Funds
Direxion Daily S&P 500® Bull 2X Shares |
||
Direxion Daily CSI 300 China A Share Bull 2X Shares |
||
Direxion Daily Small Cap Bull 2X Shares |
||
Direxion Daily CSI China Internet Index Bull 2X Shares |
||
Direxion Daily Dow Jones Internet Bull 2X Shares |
||
Direxion Daily Robotics, Artificial Intelligence & Automation Index Bull 2X Shares |
||
Direxion Daily MSCI Brazil Bull 2X Shares |
||
Direxion Daily Energy Bull 2X Shares |
Direxion Daily Energy Bear 2X Shares |
|
Direxion Daily Gold Miners Index Bull 2X Shares |
Direxion Daily Gold Miners Index Bear 2X Shares |
|
Direxion Daily Junior Gold Miners Index Bull 2X Shares |
Direxion Daily Junior Gold Miners Index Bear 2X Shares |
|
Direxion Daily Russia Bull 2X Shares |
||
Direxion Daily S&P Oil & Gas Exp. & Prod. Bull 2X Shares |
Direxion Daily S&P Oil & Gas Exp. & Prod. Bear 2X Shares |
3X Funds
Direxion Daily 7-10 Year Treasury Bull 3X Shares |
Direxion Daily 7-10 Year Treasury Bear 3X Shares |
|
Direxion Daily 20+ Year Treasury Bull 3X Shares |
Direxion Daily 20+ Year Treasury Bear 3X Shares |
|
Direxion Daily MSCI Brazil Bear 3X Shares |
||
Direxion Daily FTSE China Bull 3X Shares |
Direxion Daily FTSE China Bear 3X Shares |
|
Direxion Daily MSCI Developed Markets Bull 3X Shares |
||
Direxion Daily MSCI Emerging Markets Bull 3X Shares |
Direxion Daily MSCI Emerging Markets Bear 3X Shares |
|
Direxion Daily Financial Bull 3X Shares |
Direxion Daily Financial Bear 3X Shares |
|
Direxion Daily Healthcare Bull 3X Shares |
||
Direxion Daily MSCI India Bull 3X Shares |
Direxion Daily MSCI India Bear 3X Shares |
|
Direxion Daily Latin America Bull 3X Shares |
||
Direxion Daily Mid Cap Bull 3X Shares |
||
Direxion Daily MSCI Real Estate Bull 3X Shares |
Direxion Daily MSCI Real Estate Bear 3X Shares |
|
Direxion Daily Regional Banks Bull 3X Shares |
||
Direxion Daily Retail Bull 3X Shares |
Direxion Daily Retail Bear 3X Shares |
|
Direxion Daily S&P 500® Bull 3X Shares |
Direxion Daily S&P 500® Bear 3X Shares |
|
Direxion Daily Semiconductor Bull 3X Shares |
Direxion Daily Semiconductor Bear 3X Shares |
Direxion Daily Small Cap Bull 3X Shares |
Direxion Daily Small Cap Bear 3X Shares |
|
Direxion Daily MSCI South Korea Bull 3X Shares |
Direxion Daily MSCI South Korea Bear 3X Shares |
|
Direxion Daily Technology Bull 3X Shares |
Direxion Daily Technology Bear 3X Shares |
|
Direxion Daily FTSE Europe Bull 3X Shares |
||
Direxion Daily MSCI Japan Bull 3X Shares |
||
Direxion Daily Homebuilders & Supplies Bull 3X Shares |
Direxion Daily Homebuilders & Supplies Bear 3X Shares |
|
Direxion Daily S&P Biotech Bull 3X Shares |
Direxion Daily S&P Biotech Bear 3X Shares |
|
Direxion Daily Dow 30 Bull 3X Shares |
Direxion Daily Dow 30 Bear 3X Shares |
|
Direxion Daily Consumer Discretionary Bull 3X Shares |
Direxion Daily Consumer Discretionary Bear 3X Shares |
|
Direxion Daily Consumer Staples Bull 3X Shares |
Direxion Daily Consumer Staples Bear 3X Shares |
|
Direxion Daily Utilities Bull 3X Shares |
Direxion Daily Utilities Bear 3X Shares |
|
Direxion Daily MSCI Canada Bull 3X Shares |
Direxion Daily MSCI Canada Bear 3X Shares |
|
Direxion Daily Aerospace & Defense Bull 3X Shares |
Direxion Daily Aerospace & Defense Bear 3X Shares |
|
Direxion Daily MSCI Mexico Bull 3X Shares |
Direxion Daily MSCI Mexico Bear 3X Shares |
|
Direxion Daily Transportation Bull 3X Shares |
Direxion Daily Transportation Bear 3X Shares |
|
Direxion Daily Industrials Bull 3X Shares |
Direxion Daily Industrials Bear 3X Shares |
|
Direxion Daily Mining & Metals Bull 3X Shares |
Direxion Daily Mining & Metals Bear 3X Shares |
|
Direxion Daily MSCI Italy Bull 3X Shares |
Direxion Daily MSCI Italy Bear 3X Shares |
|
Direxion Daily Pharmaceutical & Medical Bull 3X Shares |
Direxion Daily Pharmaceutical & Medical Bear 3X Shares |
|
Direxion Daily Dow Jones Internet Bull 3X Shares |
Direxion Daily Dow Jones Internet Bear 3X Shares |
|
Direxion Daily Robotics, Artificial Intelligence & Automation Index Bull 3X Shares |
||
Direxion Daily Communication Services Index Bull 3X Shares |
Direxion Daily Communication Services Index Bear 3X Shares |
|
Direxion Daily S&P 500® High Beta Bull 3X Shares |
Direxion Daily S&P 500® High Beta Bear 3X Shares |
|
Direxion Daily MSCI Turkey Bull 3X Shares |
Last Updated: May 19, 2020
Exhibit (h)(viii)(B)
SCHEDULE A
TO THE MANAGEMENT SERVICES AGREEMENT
BETWEEN DIREXION SHARES ETF TRUST
AND RAFFERTY ASSET MANAGEMENT, LLC
Rafferty Asset Management, LLC shall be paid 0.026% on the first $10 billion of the aggregate net assets of the Funds that are series of the Direxion Shares ETF Trust and the funds that are a series of the Direxion Funds and then 0.024% on the aggregate net assets above $10 billion to provide the services listed on Schedule B to the Direxion Shares ETF Trust.
ACTIVELY MANAGED FUNDS
Direxion Auspice Broad Commodity Strategy ETF |
Direxion Bitcoin Shares |
Direxion Flight to Safety Strategy ETF |
NON-LEVERAGED FUNDS
Direxion NASDAQ-100® Equal Weighted Index Shares |
Direxion All Cap Insider Sentiment Shares |
Direxion Zacks MLP High Income Index Shares |
Direxion Fallen Knives ETF |
Direxion Hyper Growth ETF |
Direxion Dynamic Hedge ETF |
Direxion Moonshot Technologies ETF |
Direxion Work From Home ETF |
Direxion S&P Contrarian IPO ETF |
150/50 FUNDS
Direxion Russell 1000® Value Over Growth ETF |
Direxion Russell 1000® Growth Over Value ETF |
Direxion Russell Large Over Small Cap ETF |
Direxion Russell Small Over Large Cap ETF |
Direxion MSCI USA Cyclical Over Defensive ETF |
Direxion MSCI USA Defensive Over Cyclical ETF |
Direxion MSCI Emerging Over Developed Markets ETF |
Direxion MSCI Developed Over Emerging Markets ETF |
Direxion FTSE/Russell International Over US ETF |
Direxion FTSE/Russell US Over International ETF |
Direxion MSCI USA ESGLeaders vs. Laggards ETF |
Direxion S&P 500® High Minus Low Quality ETF |
1X BEAR FUNDS
Direxion Daily 20+ Year Treasury Bear 1X Shares |
Direxion Daily S&P 500® Bear 1X Shares |
Direxion Daily Municipal Bond Taxable Bear 1X Shares |
Direxion Daily Small Cap Bear 1X Shares |
Direxion Daily CSI 300 China A Share Bear 1 Shares |
Direxion Daily CSI China Internet Index Bear 1X Shares |
Direxion Daily MSCI Real Estate Bear 1X Shares |
LEVERAGED FUNDS
2X Funds
Direxion Daily S&P 500® Bull 2X Shares |
||
Direxion Daily CSI 300 China A Share Bull 2X Shares |
||
Direxion Daily Small Cap Bull 2X Shares |
||
Direxion Daily CSI China Internet Index Bull 2X Shares |
||
Direxion Daily Dow Jones Internet Bull 2X Shares |
||
Direxion Daily Robotics, Artificial Intelligence & Automation Index Bull 2X Shares |
||
Direxion Daily MSCI Brazil Bull 2X Shares |
||
Direxion Daily Energy Bull 2X Shares |
Direxion Daily Energy Bear 2X Shares | |
Direxion Daily Gold Miners Index Bull 2X Shares |
Direxion Daily Gold Miners Index Bear 2X Shares | |
Direxion Daily Junior Gold Miners Index Bull 2X Shares |
Direxion Daily Junior Gold Miners Index Bear 2X Shares | |
Direxion Daily Russia Bull 2X Shares |
||
Direxion Daily S&P Oil & Gas Exp. & Prod. Bull 2X Shares |
Direxion Daily S&P Oil & Gas Exp. & Prod. Bear 2X Shares |
3X Funds
Direxion Daily 7-10 Year Treasury Bull 3X Shares |
Direxion Daily 7-10 Year Treasury Bear 3X Shares | |
Direxion Daily 20+ Year Treasury Bull 3X Shares |
Direxion Daily 20+ Year Treasury Bear 3X Shares | |
Direxion Daily MSCI Brazil Bear 3X Shares | ||
Direxion Daily FTSE China Bull 3X Shares |
Direxion Daily FTSE China Bear 3X Shares | |
Direxion Daily MSCI Developed Markets Bull 3X Shares |
||
Direxion Daily MSCI Emerging Markets Bull 3X Shares |
Direxion Daily MSCI Emerging Markets Bear 3X Shares | |
Direxion Daily Financial Bull 3X Shares |
Direxion Daily Financial Bear 3X Shares | |
Direxion Daily Healthcare Bull 3X Shares |
||
Direxion Daily MSCI India Bull 3X Shares |
Direxion Daily MSCI India Bear 3X Shares | |
Direxion Daily Latin America Bull 3X Shares |
||
Direxion Daily Mid Cap Bull 3X Shares |
||
Direxion Daily MSCI Real Estate Bull 3X Shares |
Direxion Daily MSCI Real Estate Bear 3X Shares | |
Direxion Daily Regional Banks Bull 3X Shares |
||
Direxion Daily Retail Bull 3X Shares |
Direxion Daily Retail Bear 3X Shares | |
Direxion Daily S&P 500® Bull 3X Shares |
Direxion Daily S&P 500® Bear 3X Shares | |
Direxion Daily Semiconductor Bull 3X Shares |
Direxion Daily Semiconductor Bear 3X Shares | |
Direxion Daily Small Cap Bull 3X Shares |
Direxion Daily Small Cap Bear 3X Shares | |
Direxion Daily MSCI South Korea Bull 3X Shares |
Direxion Daily MSCI South Korea Bear 3X Shares | |
Direxion Daily Technology Bull 3X Shares |
Direxion Daily Technology Bear 3X Shares | |
Direxion Daily FTSE Europe Bull 3X Shares |
||
Direxion Daily MSCI Japan Bull 3X Shares |
Direxion Daily Homebuilders & Supplies Bull 3X Shares |
Direxion Daily Homebuilders & Supplies Bear 3X Shares | |
Direxion Daily S&P Biotech Bull 3X Shares |
Direxion Daily S&P Biotech Bear 3X Shares | |
Direxion Daily Dow 30 Bull 3X Shares |
Direxion Daily Dow 30 Bear 3X Shares | |
Direxion Daily Consumer Discretionary Bull 3X Shares |
Direxion Daily Consumer Discretionary Bear 3X Shares | |
Direxion Daily Consumer Staples Bull 3X Shares |
Direxion Daily Consumer Staples Bear 3X Shares | |
Direxion Daily Utilities Bull 3X Shares |
Direxion Daily Utilities Bear 3X Shares | |
Direxion Daily MSCI Canada Bull 3X Shares |
Direxion Daily MSCI Canada Bear 3X Shares | |
Direxion Daily Aerospace & Defense Bull 3X Shares |
Direxion Daily Aerospace & Defense Bear 3X Shares | |
Direxion Daily MSCI Mexico Bull 3X Shares |
Direxion Daily MSCI Mexico Bear 3X Shares | |
Direxion Daily Transportation Bull 3X Shares |
Direxion Daily Transportation Bear 3X Shares | |
Direxion Daily Industrials Bull 3X Shares |
Direxion Daily Industrials Bear 3X Shares | |
Direxion Daily Metals & Mining Bull 3X Shares |
Direxion Daily Metals & Mining Bear 3X Shares | |
Direxion Daily MSCI Italy Bull 3X Shares |
Direxion Daily MSCI Italy Bear 3X Shares | |
Direxion Daily Pharmaceutical & Medical Bull 3X Shares |
Direxion Daily Pharmaceutical & Medical Bear 3X Shares | |
Direxion Daily Dow Jones Internet Bull 3X Shares |
Direxion Daily Dow Jones Internet Bear 3X Shares | |
Direxion Daily Robotics, Artificial Intelligence & Automation Index Bull 3X Shares |
||
Direxion Daily Communication Services Index Bull 3X Shares |
Direxion Daily Communication Services Index Bear 3X Shares | |
Direxion Daily S&P 500® High Beta Bull 3X Shares |
Direxion Daily S&P 500® High Beta Bear 3X Shares | |
Direxion Daily MSCI Turkey Bull 3X Shares |
Last Updated: May 19, 2020
Exhibit (h)(ix)(B)
Schedule A
to the Operating Services Agreement
between the Direxion Shares ETF Trust and Rafferty Asset Management, LLC
ACTIVELY MANAGED FUNDS
Direxion Auspice Broad Commodity Strategy ETF |
0.20 | % | ||
Direxion Bitcoin Shares |
0.20 | % | ||
Direxion Flight to Safety Strategy ETF |
0.05 | % |
NON-LEVERAGED FUNDS
Direxion NASDAQ-100® Equal Weighted Index Shares |
0.05 | % | ||
Direxion All Cap Insider Sentiment Shares |
0.19 | % | ||
Direxion Zacks MLP High Income Index Shares |
0.15 | % | ||
Direxion Fallen Knives ETF |
0.05 | % | ||
Direxion Hyper Growth ETF |
0.05 | % | ||
Direxion Dynamic Hedge ETF |
0.05 | % | ||
Direxion Moonshot Technologies ETF |
0.05 | % | ||
Direxion Work From Home ETF |
0.05 | % | ||
Direxion S&P Contrarian IPO ETF |
0.05 | % |
150/50 FUNDS
Direxion Russell 1000® Value Over Growth ETF |
0.05 | % | ||
Direxion Russell 1000® Growth Over Value ETF |
0.05 | % | ||
Direxion Russell Large Over Small Cap ETF |
0.05 | % | ||
Direxion Russell Small Over Large Cap ETF |
0.05 | % | ||
Direxion MSCI USA Cyclicals Over Defensives ETF |
0.05 | % | ||
Direxion MSCI USA Defensives Over Cyclicals ETF |
0.05 | % | ||
Direxion MSCI Emerging Over Developed Markets ETF |
0.05 | % | ||
Direxion MSCI Developed Over Emerging Markets ETF |
0.05 | % | ||
Direxion FTSE Russell International Over US ETF |
0.05 | % | ||
Direxion FTSE Russell US Over International ETF |
0.05 | % | ||
Direxion MSCI USA ESGLeaders vs. Laggards ETF |
0.05 | % | ||
Direxion S&P 500® High Minus Low Quality ETF |
0.05 | % |
Last Revised: May 19, 2020
Exhibit (i)
|
K&L GATES LLP 1601 K STREET, N.W. WASHINGTON, DC 20006 T +1 202 778 9000 F +1 202 778 9100 klgates.com |
May 27, 2020
Direxion Shares ETF Trust
1301 Avenue of the Americas (6th Avenue)
28th Floor
New York, NY 10019
Ladies and Gentlemen:
We have acted as counsel to Direxion Shares ETF Trust, a Delaware statutory trust (the Trust), in connection with Post-Effective Amendment No. 269 (the Post-Effective Amendment) to the Trusts registration statement on Form N-1A (File Nos. 333-150525; 811-22201) (the Registration Statement), to be filed with the U.S. Securities and Exchange Commission (the Commission) on or about May 27, 2020, registering an indefinite number of shares of beneficial interest in the series of the Trust listed in Schedule A to this opinion letter (the Shares) under the Securities Act of 1933, as amended (the Securities Act).
This opinion letter is being delivered at your request in accordance with the requirements of paragraph 29 of Schedule A of the Securities Act and Item 28(i) of Form N-1A under the Securities Act and the Investment Company Act of 1940, as amended (the Investment Company Act).
For purposes of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(i) |
the prospectus and statement of additional information (collectively, the Prospectus) filed as part of the Post-Effective Amendment; |
(ii) |
the Trusts certificate of trust, governing instrument, and by-laws in effect on the date of this opinion letter; |
(iii) |
the resolutions adopted by the trustees of the Trust relating to the Post-Effective Amendment, the establishment and designation of the Shares of each series and the authorization for issuance and sale of the Shares; and |
(iv) |
the exemptive orders applicable to the Trust issued by the Commission under the Investment Company Act permitting any Trust series to operate as an exchange-traded fund (the Exemptive Orders). |
We also have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have relied on a certificate of an officer of the Trust. We have not independently established any of the facts on which we have so relied.
For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed, or photostatic copies thereof, and the
May 27, 2020 | ||
Page 2 | ||
due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Trust are actually serving in such capacity, and that the representations of officers of the Trust are correct as to matters of fact. We have also assumed compliance by the applicants for the Exemptive Orders with each of the conditions contained in the related exemptive applications, as amended. We have not independently verified any of these assumptions.
The opinions expressed in this opinion letter are based on the facts in existence and the laws in effect on the date hereof and are limited to the Delaware Statutory Trust Act and the provisions of the Investment Company Act that are applicable to equity securities issued by registered open-end investment companies. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws.
Based upon and subject to the foregoing, it is our opinion that (1) the Shares to be issued pursuant to the Post-Effective Amendment, when issued and paid for by the purchasers upon the terms described in the Post-Effective Amendment and the Prospectus, will be validly issued, and (2) such purchasers will have no obligation to make any further payments for the purchase of the Shares or contributions to the Trust solely by reason of their ownership of the Shares.
This opinion is rendered solely in connection with the filing of the Post-Effective Amendment and supersedes any previous opinions of this firm in connection with the issuance of Shares. We hereby consent to the filing of this opinion with the Commission in connection with the Post-Effective Amendment and to the reference to this firms name under the heading Legal Counsel in the Prospectus. In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement or Prospectus within the meaning of the term expert as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, |
/s/ K&L Gates LLP |
May 27, 2020 | ||
Page 3 | ||
Schedule A
Direxion High Growth ETF
Direxion Fallen Knives ETF
Direxion Dynamic Hedge ETF
Exhibit (m)(i)(B)
DIREXION SHARES ETF TRUST
The maximum annualized fee rate pursuant to Paragraph 1 of the Direxion Shares ETF Trust Distribution Plan shall be 0.25% for the following Funds:
ACTIVELY MANAGED FUNDS
Direxion Auspice Broad Commodity Strategy ETF |
Direxion Bitcoin Shares |
Direxion Flight to Safety Strategy ETF |
NON-LEVERAGED FUNDS
Direxion NASDAQ-100® Equal Weighted Index Shares |
Direxion All Cap Insider Sentiment Shares |
Direxion Zacks MLP High Income Index Shares |
Direxion Fallen Knives ETF |
Direxion Hyper Growth ETF |
Direxion Dynamic Hedge ETF |
Direxion Moonshot Technologies ETF |
Direxion Work From Home ETF |
Direxion S&P Contrarian IPO ETF |
150/50 FUNDS
Direxion Russell 1000® Value Over Growth ETF |
Direxion Russell 1000® Growth Over Value ETF |
Direxion Russell Large Over Small Cap ETF |
Direxion Russell Small Over Large Cap ETF |
Direxion MSCI USA Cyclicals Over Defensives ETF |
Direxion MSCI USA Defensives Over Cyclicals ETF |
Direxion MSCI Emerging Over Developed Markets ETF |
Direxion MSCI Developed Over Emerging Markets ETF |
Direxion FTSE Russell International Over US ETF |
Direxion FTSE Russell US Over International ETF |
Direxion MSCI USA ESGLeaders vs. Laggards ETF |
Direxion S&P 500® High Minus Low Quality ETF |
1X BEAR FUNDS
Direxion Daily 20+ Year Treasury Bear 1X Shares |
Direxion Daily S&P 500® Bear 1X Shares |
Direxion Daily Municipal Bond Taxable Bear 1X Shares |
Direxion Daily Small Cap Bear 1X Shares |
Direxion Daily CSI 300 China A Share Bear 1X Shares |
Direxion Daily CSI China Internet Index Bear 1X Shares |
Direxion Daily MSCI Real Estate Bear 1X Shares |
LEVERAGED FUNDS
1.35X Funds
PortfolioPlus S&P 500® ETF |
PortfolioPlus S&P® Small Cap ETF |
PortfolioPlus S&P® Mid Cap ETF |
PortfolioPlus Developed Markets ETF |
PortfolioPlus Emerging Markets ETF |
PortfolioPlus Real Estate ETF |
PortfolioPlus 20+ Year Treasury ETF |
PortfolioPlus S&P® Composite 1500 ETF |
2X Funds
Direxion Daily S&P 500® Bull 2X Shares |
||
Direxion Daily CSI 300 China A Share Bull 2X Shares |
||
Direxion Daily Small Cap Bull 2X Shares |
||
Direxion Daily CSI China Internet Index Bull 2X Shares |
||
Direxion Daily Dow Jones Internet Bull 2X Shares |
||
Direxion Daily Robotics, Artificial Intelligence & Automation Index Bull 2X Shares |
||
Direxion Daily MSCI Brazil Bull 2X Shares |
||
Direxion Daily Energy Bull 2X Shares |
Direxion Daily Energy Bear 2X Shares |
|
Direxion Daily Gold Miners Index Bull 2X Shares |
Direxion Daily Gold Miners Index Bear 2X Shares |
|
Direxion Daily Junior Gold Miners Index Bull 2X Shares |
Direxion Daily Junior Gold Miners Index Bear 2X Shares |
|
Direxion Daily Russia Bull 2X Shares |
||
Direxion Daily S&P Oil & Gas Exp. & Prod. Bull 2X Shares |
Direxion Daily S&P Oil & Gas Exp. & Prod. Bear 2X Shares |
3X Funds
Direxion Daily 7-10 Year Treasury Bull 3X Shares |
Direxion Daily 7-10 Year Treasury Bear 3X Shares | |
Direxion Daily 20+ Year Treasury Bull 3X Shares |
Direxion Daily 20+ Year Treasury Bear 3X Shares | |
Direxion Daily MSCI Brazil Bear 3X Shares | ||
Direxion Daily FTSE China Bull 3X Shares |
Direxion Daily FTSE China Bear 3X Shares | |
Direxion Daily MSCI Developed Markets Bull 3X Shares |
||
Direxion Daily MSCI Emerging Markets Bull 3X Shares |
Direxion Daily MSCI Emerging Markets Bear 3X Shares | |
Direxion Daily Financial Bull 3X Shares |
Direxion Daily Financial Bear 3X Shares | |
Direxion Daily Healthcare Bull 3X Shares |
||
Direxion Daily MSCI India Bull 3X Shares |
Direxion Daily MSCI India Bear 3X Shares | |
Direxion Daily Latin America Bull 3X Shares |
||
Direxion Daily Mid Cap Bull 3X Shares |
||
Direxion Daily MSCI Real Estate Bull 3X Shares |
Direxion Daily MSCI Real Estate Bear 3X Shares | |
Direxion Daily Regional Banks Bull 3X Shares |
||
Direxion Daily Retail Bull 3X Shares |
Direxion Daily Retail Bear 3X Shares | |
Direxion Daily S&P 500® Bull 3X Shares |
Direxion Daily S&P 500® Bear 3X Shares | |
Direxion Daily Semiconductor Bull 3X Shares |
Direxion Daily Semiconductor Bear 3X Shares | |
Direxion Daily Small Cap Bull 3X Shares |
Direxion Daily Small Cap Bear 3X Shares | |
Direxion Daily MSCI South Korea Bull 3X Shares |
Direxion Daily MSCI South Korea Bear 3X Shares | |
Direxion Daily Technology Bull 3X Shares |
Direxion Daily Technology Bear 3X Shares | |
Direxion Daily FTSE Europe Bull 3X Shares |
Direxion Daily MSCI Japan Bull 3X Shares |
||
Direxion Daily Homebuilders & Supplies Bull 3X Shares |
Direxion Daily Homebuilders & Supplies Bear 3X Shares | |
Direxion Daily S&P Biotech Bull 3X Shares |
Direxion Daily S&P Biotech Bear 3X Shares | |
Direxion Daily Dow 30 Bull 3X Shares |
Direxion Daily Dow 30 Bear 3X Shares | |
Direxion Daily Consumer Discretionary Bull 3X Shares |
Direxion Daily Consumer Discretionary Bear 3X Shares | |
Direxion Daily Consumer Staples Bull 3X Shares |
Direxion Daily Consumer Staples Bear 3X Shares | |
Direxion Daily Utilities Bull 3X Shares |
Direxion Daily Utilities Bear 3X Shares | |
Direxion Daily MSCI Canada Bull 3X Shares |
Direxion Daily MSCI Canada Bear 3X Shares | |
Direxion Daily Aerospace & Defense Bull 3X Shares |
Direxion Daily Aerospace & Defense Bear 3X Shares | |
Direxion Daily MSCI Mexico Bull 3X Shares |
Direxion Daily MSCI Mexico Bear 3X Shares | |
Direxion Daily Transportation Bull 3X Shares |
Direxion Daily Transportation Bear 3X Shares | |
Direxion Daily Industrials Bull 3X Shares |
Direxion Daily Industrials Bear 3X Shares | |
Direxion Daily Metals & Mining Bull 3X Shares |
Direxion Daily Metals & Mining Bear 3X Shares | |
Direxion Daily MSCI Italy Bull 3X Shares |
Direxion Daily MSCI Italy Bear 3X Shares | |
Direxion Daily Pharmaceutical & Medical Bull 3X Shares |
Direxion Daily Pharmaceutical & Medical Bear 3X Shares | |
Direxion Daily Dow Jones Internet Bull 3X Shares |
Direxion Daily Dow Jones Internet Bear 3X Shares | |
Direxion Daily Robotics, Artificial Intelligence & Automation Index Bull 3X Shares |
||
Direxion Daily Communication Services Index Bull 3X Shares |
Direxion Daily Communication Services Index Bear 3X Shares | |
Direxion Daily S&P 500® High Beta Bull 3X Shares |
Direxion Daily S&P 500® High Beta Bear 3X Shares | |
Direxion Daily MSCI Turkey Bull 3X Shares |
Up to 0.25% of average daily net assets. The current authorized maximum annualized fee is 0% of average daily net assets.
Last Updated: May 19, 2020