EX-10.5



 Exhibit 10.5 

TRANSFER AGENT SERVICING AGREEMENT 

THIS AGREEMENT is made and entered into as of the 27th day of December, 2012, by and
between U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”), DIREXION SHARES ETF TRUST II, a Delaware statutory trust (the “Trust”), for itself and on behalf of each of its series listed on
Appendix A to this Agreement (as amended from time to time) (each a “Fund” ) and DIREXION ASSET MANAGEMENT, LLC, the sponsor of the Funds (the “Sponsor”). 

WHEREAS, the Sponsor has exclusive responsibility for the management and control of the business and affairs of the Trust and each Fund; and

 WHEREAS, The Trust intends to issue in respect of each Fund exchange-traded shares (“Shares”), which will generally be created
and redeemed in bundles called “Creation Units.” The Trust, on behalf of the Funds, shall create and redeem Shares of each Fund only in Creation Units principally in kind for portfolio securities of the particular Fund (“Deposit
Securities”) or cash, as more fully described in the current registration statement of the Trust on Form S-1, File No. 333-168227. Only brokers or dealers that are “Authorized Participants” and that have entered into an
Authorized Participant Agreement with one or more of the Funds shall be authorized to create and redeem ETF Shares in Creation Units for the Trust. 

WHEREAS, The Trust wishes to engage Fund Services to perform certain services on behalf of the Trust with respect to the creation and
redemption of Shares, as the Trust’s agent, namely: to provide transfer agent services for Shares of each Fund with respect to the settlement of trade orders with Authorized Participants; and 

WHEREAS, each Fund is operated as a commodity pool under the Commodity Exchange Act and is registered with the U.S. Securities and Exchange
Commission (“SEC”) by means of a registration statement on Form S-1 or Form S-3, as applicable (each a “Registration Statement”) under the Securities Act of 1933, as amended (“1933 Act”); and 

WHEREAS, The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York (“DTC”), or
its nominee Cede & Company, will be the registered owner (the “Shareholder”) of all Shares; and 
 WHEREAS, the
Trust and the Sponsor desire to retain Fund Services as the Trust’s transfer agent, dividend disbursing agent, and agent in connection with certain other activities for each Fund. 

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: 
 1. Appointment of Fund Services as
Transfer Agent 
 The Trust and Sponsor hereby appoint Fund Services as transfer agent of the Trust on the terms and conditions set forth
in this Agreement, and Fund Services hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of Fund Services shall be confined to those matters expressly set forth herein,
and no implied duties are assumed by or may be asserted against Fund Services hereunder. 

  
 1 








 2. Services and Duties of Fund Services 

Fund Services shall provide the following transfer agent and dividend disbursing agent services: 

 

	 	A.	Perform and facilitate the performance of purchases and redemption of Creation Units; 

  

	 	B.	Pursuant to such purchase orders as Fund Services, as the Transfer Agent, shall receive from Foreside Fund Services, LLC, the Funds’ distributor (the “Distributor”), and pursuant to the procedures set
forth in the applicable Authorized Participant Agreement, Fund Services shall transfer appropriate trade instructions to the Funds’ custodian, U.S. Bank N.A. (the “Custodian”), to register the appropriate number of book-entry-only
Shares in the name of DTC or its nominee as a unit holder of the respective Fund and deliver Shares of the Fund in one or more Creation Units; 

  

	 	C.	Pursuant to such redemption orders as Fund Services, as the Transfer Agent, shall receive from the Distributor, and pursuant to the procedures set forth in the applicable Authorized Participant Agreement, Fund Services
shall transfer appropriate trade instructions to the Custodian to redeem the appropriate number of Shares in one or more Creation Units that are delivered to the designated DTC Participant Account of the Custodian for redemption and debit such
Shares from the account of the Authorized Participant on the register of the Funds; 

  

	 	D.	Prepare and transmit by means of DTC’s book-entry system payments for dividends and distributions on or with respect to the Shares declared by the Trust on behalf of the applicable Fund; 


 

	 	E.	On behalf of the Funds, Fund Services shall issue such Shares of the Funds in Creation Units for settlement with purchasers through DTC as the purchaser is authorized to receive. Beneficial ownership of the Funds’
Shares shall be shown on the records of DTC and DTC Participants and not on any records maintained by Fund Services. In issuing the Funds’ Shares through DTC to an Authorized Participant, Fund Services shall be entitled to rely upon the latest
instructions that are received from the Distributor concerning the issuance and delivery of such Shares in Creation Units for settlement; 

  

	 	F.	Fund Services shall not issue on behalf of the Funds any of the Funds’ Shares where it has received an instruction from the Funds or the Distributor or written notification from any federal or state authority that
the sale of the Funds’ Shares has been suspended or discontinued, and Fund Services shall be entitled to rely upon such instructions or written notification; 


  
 2 









	 	G.	The Funds’ Shares may be redeemed in one or more Creation Units in accordance with the procedures set forth in the applicable Authorized Participant Agreement, and Fund Services shall duly process all such
redemption requests; 

  

	 	H.	Fund Services will act only upon instruction from the Funds and/or the Sponsor in addressing any failure in the delivery of cash, treasuries and/or Shares in connection with the issuance and redemption of the
Funds’ Shares; 

  

	 	I.	Record the issuance of Shares and maintain a record of the total number of Shares which are outstanding, and, based upon data provided to it by the Trust, the total number of authorized Shares. Fund Services shall have
no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares; 

  

	 	J.	Prepare and transmit to the Trust and the Trust’s administrator and to any applicable securities exchange (as specified to Fund Services by the Trust) information with respect to purchases and redemptions of
Shares; 

  

	 	K.	On days that the Trust may accept orders for purchases or redemptions, calculate and transmit to Fund Services and the Trust the number of outstanding Shares; 


 

	 	L.	On days that the Trust may accept orders for purchases or redemptions (pursuant to the Participant Agreement), transmit to Fund Services, the Trust and DTC the amount of Shares purchased on such day; 


 

	 	M.	Confirm to DTC the number of Shares issued to the Shareholder, as DTC may reasonably request; 

  

	 	N.	Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request; 


Maintain those books and records of the Trust specified by the Trust and agreed upon by Fund Services; 

Prepare a monthly report of all purchases and redemptions of Shares during such month on a gross transaction basis, and identify on a daily
basis the net number of Shares either redeemed or purchased on such business day and with respect to each Authorized Participant purchasing or redeeming Shares, the amount of Shares purchased or redeemed; 

Confirm the name, U.S taxpayer identification number and principle place of business of each Authorized Participant. 

 

	 	O.	P. In addition to the services set forth above, Fund Services shall: perform the customary services of a transfer agent including, but not limited to, maintaining the account of the Shareholder, obtaining at the request
of the Trust from the Shareholder a list of DTC participants holding interests in the Global Certificate. 


  
 3 









	 	P.	Fund Services shall record the issuance of Shares and maintain, pursuant to Rule 17Ad-14(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), a record of the total number of Shares that
are authorized, issued and outstanding based upon data provided to Fund Services by the Funds or the Sponsor. Fund Services shall also provide the Funds on a regular basis with the total number of the Funds’ Shares authorized, issued and
outstanding; provided however that Fund Services shall not be responsible for monitoring the issuance of such Shares or compliance with any laws relating to the validity of the issuance or the legality of the sale of such Shares. 


 

	 	Q.	Subject to and in accordance with Section 10 of the Agreement, Fund Services shall create and maintain such books and records which the Trust or Fund Services is, or may be, required to create and maintain in
accordance with all laws, rules, and regulations applicable to Fund Services as Transfer Agent. Fund Services agrees to make all books and records available for inspection and use by the Trust or by the SEC at reasonable times, and to otherwise keep
such books and records confidential. Fund Services shall maintain such books and records for at least six years or for such other period of time as Fund Services and the Trust may mutually agree or as required by all applicable laws, rules, and
regulations. Fund Services further agrees that all such books and records shall be the property of the Trust. 

  

	 	R.	Upon reasonable notice by the Trust, Fund Services shall make available during regular business hours all records and other data created and maintained by Fund Services as Transfer Agent for reasonable audit and
inspections by the Trust or any person retained by the Trust. 

 4. Anti-Money Laundering and Red Flag Identity Theft Prevention Programs

 The Trust acknowledges that it has had an opportunity to review, consider and comment upon the written procedures provided by Fund Services describing
various tools used by Fund Services which are designed to promote the detection and reporting of potential money laundering activity and identity theft by monitoring certain aspects of shareholder activity as well as written procedures for verifying
a customer’s identity (collectively, the “Procedures”). Further, the Trust and Fund Services have each determined that the Procedures, as part of the Trust’s overall Anti-Money Laundering Program and Red Flag Identity Theft
Prevention Program, are reasonably designed to: (i) prevent each Fund from being used for money laundering or the financing of terrorist activities; (ii) prevent identity theft; and (iii) achieve compliance with the applicable
provisions of the Bank Secrecy Act, Fair and Accurate Credit Transactions Act of 2003 and the USA Patriot Act of 2001 and the implementing regulations thereunder. 

Based on this determination, the Trust hereby instructs and directs Fund Services to implement the Procedures on the Trust’s behalf, as such may be
amended or revised from time to time. It is contemplated that these Procedures will be amended from time to time by the parties as additional regulations are adopted and/or regulatory guidance is provided relating to the Trust’s anti-money
laundering and identity theft responsibilities. 

  
 4 








 Fund Services agrees to provide to the Trust: 

 

	 	(a)	Prompt written notification of any transaction or combination of transactions that Fund Services believes, based on the Procedures, evidence money laundering or identity theft activities in connection with the Trust or
any Fund shareholder; 

  

	 	(b)	Prompt written notification of any customer(s) that Fund Services reasonably believes, based upon the Procedures, to be engaged in money laundering or identity theft activities, provided that the Trust agrees not to
communicate this information to the customer; 

  

	 	(c)	Any reports received by Fund Services from any government agency or applicable industry self-regulatory organization pertaining to Fund Services’ Anti-Money Laundering Program or the Red Flag Identity Theft
Prevention Program on behalf of the Trust; 

  

	 	(d)	Prompt written notification of any action taken in response to anti-money laundering violations or identity theft activity as described in (a), (b) or (c) immediately above; and 


 

	 	(e)	Certified annual and quarterly reports of its monitoring and customer identification activities pursuant to the Procedures on behalf of the Trust. 


The Trust hereby directs, and Fund Services acknowledges, that Fund Services shall (i) permit federal regulators access to such
information and records maintained by Funder Services and relating to Fund Services’ implementation of the Procedures, on behalf of the Trust, as they may request, and (ii) permit such federal regulators to inspect Fund Services’
implementation of the Procedures on behalf of the Trust. 
 5. Compensation 

Fund Services shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B attached
hereto (as amended from time to time). Fund Services shall be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by Fund Services in
performing its duties hereunder. Fund Services shall also be compensated for any increases in costs due to the adoption of any new or amended industry, regulatory or other applicable rules. The Trust shall pay all such fees and reimbursable expenses
within 30 calendar days following receipt of the monthly billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify Fund Services in writing within 30 calendar days following receipt of each invoice if the
Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid, if any. Notwithstanding anything to the contrary, amounts owed by the
Trust to Fund Services shall only be paid out of assets and property of the particular Fund involved. 

  
 5 








 6. Representations and Warranties 

 

	 	A.	The Trust and Sponsor each hereby represents and warrants to Fund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: 


 

	 	(1)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;


  

	 	(2)	This Agreement has been duly authorized, executed and delivered by the Trust or Sponsor, as applicable, in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust or
Sponsor, as applicable, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;


  

	 	(3)	It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and


  

	 	(4)	A registration statement under the 1933 Act , as amended, will be made effective prior to the commencement of any duties and obligations under this Agreement and will remain effective during the term of this Agreement,
and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its
shares. 

  

	 	B.	Fund Services hereby represents and warrants to the Trust and Sponsor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: 


 

	 	(1)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;


  

	 	(2)	This Agreement has been duly authorized, executed and delivered by Fund Services in accordance with all requisite action and constitutes a valid and legally binding obligation of Fund Services, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; 


  
 6 









	 	(3)	It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and


  

	 	(4)	It is a registered transfer agent under the Exchange Act. 

 7. Standard of Care; Indemnification; Limitation
of Liability 
  

	 	A.	Fund Services shall exercise reasonable care in the performance of its duties under this Agreement. Fund Services shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in
connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or power supplies beyond fund Services’ control, except a loss arising out of or relating to Fund Services’ refusal or failure to comply
with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if Fund Services has exercised reasonable care in
the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless Fund Services from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable
attorneys’ fees) that Fund Services may sustain or incur or that may be asserted against Fund Services by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with
the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to Fund Services by any duly authorized officer of the Trust, as approved by the Sponsor, except for any and all claims, demands, losses, expenses, and
liabilities arising out of or relating to Fund Services’ refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity
shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Fund Services” shall include Fund Services’ directors, officers and
employees. 

 Fund Services shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses,
expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by Fund
Services as a result of Fund Services’ refusal or failure to comply with the terms of this Agreement, or from its bad faith, 

  
 7 








 
negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of Fund Services, its successors and assigns,
notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s directors, trustees, officers and employees. 

Neither party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision of this
Agreement. 
 In the event of a mechanical breakdown or power supplies beyond its control, Fund Services shall take all reasonable steps to
minimize service interruptions for any period that such interruption continues. Fund Services will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of Fund
Services. Fund Services agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is
available. Representatives of the Trust shall be entitled to inspect Fund Services’ premises and operating capabilities at any time during regular business hours of Fund Services, upon reasonable notice to Fund Services. Moreover, Fund Services
shall provide the Trust, at such times as the Trust may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of Fund Services relating to the services provided by Fund Services under this
Agreement. 
 Notwithstanding the above, Fund Services reserves the right to reprocess and correct administrative errors at its own expense.

  

	 	B.	In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be
fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears
likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so
notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The
indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor’s prior written consent. 


 

	 	C.	The indemnity and defense provisions set forth in this Section 7 shall indefinitely survive the termination and/or assignment of this Agreement. 


  
 8 









	 	D.	If Fund Services is acting in another capacity for the Trust pursuant to a separate agreement, nothing herein shall be deemed to relieve Fund Services of any of its obligations in such other capacity. 


8. Data Necessary to Perform Services 
 The Trust or its
agent shall furnish to Fund Services the data necessary to perform the services described herein at such times and in such form as mutually agreed upon. 

9. Proprietary and Confidential Information 
 Fund
Services agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present, or potential shareholders
of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may not be withheld (i) where Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by
duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of Fund Services or any of its employees, agents or representatives, and
information that was already in the possession of Fund Services prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. 

Further, Fund Services will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified
from time to time. In this regard, Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or
use of, records and information relating to the Trust and its shareholders. 
 10. Records 

Fund Services shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and
is agreeable to the Trust, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, as required by the 1934 Act, the rules of the stock exchange on which the Funds’ shares are listed, 17 C.F.R.
4.23 (specifically, the records specified in 17 C.F.R. 4.23(a)(1) through (8), (10) through (12) and (b)(1)), and other applicable federal securities laws and created pursuant to the performance of Fund Services’ obligations under
this Agreement. Fund Services will also maintain those records of the Trust and the Funds including any changes, modifications or amendments thereto (the “Fund Records”) and will act as document repository for such Fund Records. Upon
receipt of such Fund Records, Fund Services will issue a receipt for such Fund Records. Fund Services shall maintain a complete and orderly inventory of all Fund Records for 

  
 9 








 
which it has issued a receipt. Fund Services shall be under no duty or obligation to audit or reconcile the content, nor shall it be responsible for the accuracy or completeness of those Fund
Records not created by it. Upon written request in a form to be determined by Fund Services and the Trust, Fund Services will return or release the requested Fund Records to such persons or entities pursuant to the instructions provided by the
Trust. Once one or more Fund Records have been returned or released by Fund Services, Fund Services shall have no further duty or obligation to act as repository for said previously released Fund Records. The 

Sponsor represents and warrants that: (a) promptly after the date of this Agreement, it will, at its own expense, deliver, cause to be delivered or make
available to Fund Services all of the Fund Records in effect as of the date of this Agreement; (b) it will, on a continuing basis and at its own expense, promptly deliver, cause to be delivered or make available to Fund Services any Fund
Records created after the date of this Agreement; (c) it has adequate record-keeping policies and procedures in effect to ensure that all Fund Records are promptly provided to Fund Services pursuant to the terms of this Agreement; (d) it
shall be responsible for the accuracy and completeness of any Fund Records not created by Fund Services; and (e) it shall be responsible for ensuring the Trust’s or the Funds’ compliance with, fulfillment of its obligations under or
enforcement of, any Fund Records not created by Fund Services. Fund Services acknowledges that the records maintained and preserved by it pursuant to this Agreement are the property of the Trust and will be, at the Trust’s expense, surrendered
promptly upon reasonable request. In performing its obligations under this Section, Fund Services may utilize micrographic and electronic storage media as well as independent third party storage facilities. 

11. Compliance with Laws 
 The Trust has and retains
primary responsibility for all compliance matters relating to the Funds, including but not limited to compliance with the 1933 Act, 1934 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001, the rules
and regulations of the SEC, U.S. Commodity Futures Trading Commission, National Futures Association, the securities exchange on which any Shares are listed and the policies and limitations of the Fund relating to its portfolio investments as set
forth in its registration statement. Fund Services’ services hereunder shall not relieve the Trust or Sponsor of its responsibilities for assuring such compliance. 

12. Term of Agreement; Amendment 
 This Agreement shall
become effective as of the date first written above and will continue in effect for a period of three (3) years. This Agreement may be terminated by any party upon giving 90 days prior written notice to the other parties or such shorter period
as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of another party of any material term of this Agreement if such breach is not cured within 15 days of notice of
such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by Fund Services and the Trust, and authorized or approved by the Sponsor. 

  
 10 








 13. Early Termination 

In the absence of any material breach of this Agreement, should the Trust and Sponsor elect to terminate this Agreement prior to the end of the initial three
year term, the Trust agrees to pay the following fees: 
  

	 	a.	all fees associated with converting services to successor service provider; 

  

	 	b.	all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; 


 

	 	c.	all out-of-pocket costs associated with converting services to a successor service provider and any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor
service provider. 

 14. Duties in the Event of Termination 

In the event that, in connection with the termination of this Agreement, a successor to any of Fund Services’ duties or responsibilities hereunder is
designated by the Trust by written notice to Fund Services, Fund Services will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or
maintained by Fund Services under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which Fund Services has maintained the same, the Trust shall pay any expenses associated with transferring the data
to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from Fund Services’ personnel in the establishment of books, records, and other data by such successor. If no such
successor is designated, then such books, records and other data shall be returned to the Trust and Sponsor. 
 15. Assignment 

This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall
not be assignable by the Trust without the written consent of Fund Services, or by Fund Services without the written consent of the Trust accompanied by the authorization or approval of the Trust’s Sponsor. 

16. Governing Law 
 This Agreement shall be construed in
accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1933
Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1933 Act or any rule or order of the SEC thereunder. 

17. No Agency Relationship 
 Nothing herein contained
shall be deemed to authorize or empower any party to act as agent for another party to this Agreement, or to conduct business in the name, or for the account, of another party to this Agreement. 

  
 11 








 18. Services Not Exclusive 

Nothing in this Agreement shall limit or restrict Fund Services from providing services to other parties that are similar or identical to some or all of the
services provided hereunder. 
 19. Invalidity 
 Any
provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith
modify or substitute such provision consistent with the original intent of the parties. 
 20. Notices 

Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth
below: 
 Notice to Fund Services shall be sent to: 

U.S. Bancorp Fund Services, LLC 

615 East Michigan Street 

Milwaukee, WI 53202 
 Attn:
President 
 and notice to the Trust or Sponsor shall be sent to: 

Direxion Shares ETF Trust II 

Direxion Asset Management LLC 

1301 Avenue of Americas (6th Ave.) 

35th Floor 

New York, NY 10019 
 21. Multiple Originals

 This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument. 
 [SIGNATURES ON THE FOLLOWING PAGE] 

  
 12 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly
authorized officer on one or more counterparts as of the date first above written. 
  

									
	DIREXION SHARES ETF TRUST II	 		 	U.S. BANCORP FUND SERVICES, LLC
					
	By:	 	 /s/ Daniel D. O’Neill
	 		 	By:	 	 /s/ Michael R. McVoy

	Name: Daniel D. O’Neill	 		 	Name: Michael R. McVoy
	Title: President	 		 	Title: Executive Vice President
				
	DIREXION ASSET MANAGEMENT LLC	 		 		 	
					
	By:	 	 /s/ Daniel D. O’Neill
	 		 		 	
	Name: Daniel D. O’Neill	 		 		 	
	Title: President	 		 		 	


  
 13 








 Exhibit A to the Transfer Agent Servicing Agreement-Direxion Shares ETF Trust II 

Separate Series of Direxion Shares ETF Trust II 
  

	
	 Name of Series

	 Direxion Daily Gold Bull 3X Shares

	 Direxion Daily Gold Bear 3X Shares

	 Direxion Daily Silver Bull 3X Shares

	 Direxion Daily Silver Bear 3X Shares

	 Direxion Daily Japanese Yen Bull 3X Shares

	 Direxion Daily Japanese Yen Bear 3X Shares

	 Direxion Daily Dollar Bull 3X Shares

	 Direxion Daily Dollar Bear 3X Shares

	 Direxion Daily Euro Bull 3X Shares

	 Direxion Daily Euro Bear 3X Shares

	 Direxion Daily Gold Bear 1X Shares

	 Direxion Daily Silver Bear 1X Shares



  
 14 








 Exhibit B to Transfer Agent Servicing Agreement–Direxion Shares ETF Trust II 

Exchange Traded Funds 

FUND ACCOUNTING, FUND ADMINISTRATION, PORTFOLIO COMPLIANCE, 

TRANSFER AGENT, SHAREHOLDER & ACCOUNT SERVICES FEE SCHEDULE at 

December, 2012 
 Annual Fee Based
Upon Average Net Assets Per Fund* 
 basis points on average daily market value (subject
to             % discount for Year 1) 
 plus 

 

	 	•	 	$         /additional CUSIP per year 

  

	 	•	 	Additional fee of $         per manager/sub-advisor per fund 


Pricing Services** 
  

	 	•	 	$         - Domestic Equities, Options, ADRs 

  

	 	•	 	$         - Domestic Corporate/Convertible/Gov’t/Agency Bonds, Foreign Equities, Futures, Forwards, Currency Rates 


 

	 	•	 	$         - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporate/Convertible/Gov’t/Agency Bonds, Asset Backed Securities, Mortgage Backed Securities


  

	 	•	 	$         - Bank Loans 

  

	 	•	 	$         - Credit Default Swaps 

  

	 	•	 	$         - Swaptions, Index Swaps 

  

	 	•	 	$         - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps 


Corporate Action & Manual Pricing Services 
  

	 	•	 	$         /Foreign Equity Security per Month for Corporate Action Service 

  

	 	•	 	$         /Domestic Equity Security per Month for Corporate Action Service 

  

	 	•	 	$         /Month Manual Security Pricing (>10/day) 

 Fair
Value Services (Charged at the Complex Level)** 
  

	 	•	 	$         on the First 100 Securities 

  

	 	•	 	$         on the Balance of Securities 

 NOTE: Prices above are based
on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. 

Out-Of-Pocket Expenses  
 Including but not limited
to intraday indicative value (IIV) agent fees, corporate action services, fair value pricing services, factor services, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, etc), postage, stationery,
programming and development, web maintenance and data feeds, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and
legal expenses, wash sales reporting (GainsKeeper), tax e-filing, telephone toll-free lines, service/data conversion, special reports, record retention, disaster recovery charges, NSCC activity charges, data communication and implementation charges,
postage/stationary charges, reverse stock splits, tender offers, travel, and conversion expenses (if necessary). 
 Additional Services  

Available but not included above are the following services – additional legal administration (e.g., subsequent new fund launch), daily compliance testing
(Charles River), peer summary reporting, performance reporting, non-standard intraday indicative value (IIV) calculation, customized benchmarking, and additional services mutually agreed upon. 

 

	*	Subject to annual CPI increase, Milwaukee MSA. 


	**	Per security per fund per pricing day. 

 Fees are billed monthly. 

  
 15