EX-10.6.1



 Exhibit 10.6(1) 

DIREXION SHARES ETF TRUST II 

FIRST AMENDMENT TO THE 

CUSTODY AGREEMENT 
 THIS
FIRST AMENDMENT, dated as of March 31, 2014, to the Custody Agreement dated as of January 28, 2014, as amended (the “Custody Agreement”), is entered into by and among DIREXION SHARES ETF TRUST II, a Delaware statutory
trust (the “Trust”), DIREXION ASSET MANAGEMENT, LLC (the “Sponsor”) and U.S. BANK, NATIONAL ASSOCIATION, a national banking association (the “Custodian”). 

RECITALS 
 WHEREAS,
the parties have entered into the Custody Agreement; and 
 WHEREAS, the parties desire to amend the fees of the Custody Agreement;
and 
 WHEREAS, Article XV, Section 15.02 of the Custody Agreement allows for its amendment by a written instrument executed by
all parties. 
 NOW, THEREFORE, the parties agree as follows: 

Exhibit C is hereby superseded and replaced with Amended Exhibit C attached hereto. 

Except to the extent amended hereby, the Custody Agreement shall remain in full force and effect. 

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

									
	DIREXION SHARES ETF TRUST II	 		 	U.S. BANK, NATIONAL ASSOCIATION
					
	By:	 	 /s/ Patrick Rudnick
	 		 	By:	 	 /s/ Michael R. McVoy

	Name: Patrick Rudnick	 		 	Name: Michael R. McVoy
	Title: Chief Financial Officer	 		 	Title: Senior Vice President

  

			
	DIREXION ASSET MANAGEMENT, LLC
		
	By:	 	 /s/ Patrick Rudnick

	Name: Patrick Rudnick
	Title: Chief Financial Officer


  

					
	3/2014	  	1	  	









 Amended Exhibit C to the Custody Agreement - Direxion Shares ETF Trust II 

Exchange Traded Funds 

DOMESTIC CUSTODY SERVICES 

FEE SCHEDULE at January, 2014 

Annual Fee Based Upon Market Value Per Fund(1) 

basis point on average daily market value (subject to         % discount for Year 1) Minimum annual fee
per fund - $ 
 Plus out-of-pocket expenses, global sub-custody services & safekeeping fees (if required, also attached), and portfolio transaction
fees, domestic and/or global (below), associated with Sponsor trades(2) facilitated outside of the create/redeem process. 

Portfolio Transaction Fees 
  

	$	/book entry DTC transaction/Federal Reserve transaction/principal paydown 

  

	$	/U.S. Bank repo agreement transaction 

  

	$	/short sale 

  

	$	/option/future contract written, exercised or expired 

  

	$	/mutual fund trade/Fed wire/margin variation Fed wire 

  

	$	/physical transaction 

  

	$	/segregated account per year 

  

	 	•	 	A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange. 

  

	 	•	 	No charge for the initial conversion free receipt. 

  

	 	•	 	Overdrafts – charged to the account at prime interest rate plus 2. 

 Out-Of-Pocket Expenses 

 Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at
custodian (DWAC) fees, and extraordinary expenses based upon complexity. 
  

	(1)	Subject to annual CPI increase, Milwaukee MSA. 


	(2)	“Sponsor trades” are defined as any trades put through the Portfolio outside of the create/redeem process. Cash-in-lieu proceeds received as part of the
create/redeem process and their related transactions are not considered to be “Sponsor trades.” 

 Fees are billed monthly.


  

					
	3/2014	  	2	  	










 Amended Exhibit C (continued) to the Custody Agreement – Direxion Shares ETF Trust II 

 

 Exchange Traded Funds 

GLOBAL SUB-CUSTODIAL SERVICES 

ANNUAL FEE SCHEDULE at January, 2014 
  

															
	 Country
	  	Instrument	  	Safekeeping
(BPS)	  	Transaction
Fee	  	 Country
	  	Instrument	  	Safekeeping
(BPS)	  	Transaction
Fee
	 Argentina
	  	All	  		  		  	Lithuania	  	All	  		  	
	 Australia
	  	All	  		  		  	Luxembourg	  	All	  		  	
	 Austria
	  	All	  		  		  	Malaysia	  	All	  		  	
	 Bahrain
	  	All	  		  		  	Mali*	  	All	  		  	
	 Bangladesh
	  	All	  		  		  	Malta	  	All	  		  	
	 Belgium
	  	All	  		  		  	Mauritius	  	All	  		  	
	 Benin*
	  	All	  		  		  	Mexico	  	All	  		  	
	 Bermuda
	  	All	  		  		  	Morocco	  	All	  		  	
	 Botswana
	  	All	  		  		  	Namibia	  	All	  		  	
	 Brazil
	  	All	  		  		  	Netherlands	  	All	  		  	
	 Bulgaria
	  	All	  		  		  	New Zealand	  	All	  		  	
	 Burkina Faso*
	  	All	  		  		  	Niger*	  	All	  		  	
	 Canada
	  	All	  		  		  	Nigeria	  	All	  		  	
	 Cayman Islands*
	  	All	  		  		  	Norway	  	All	  		  	
	 Channel Islands*
	  	All	  		  		  	Oman	  	All	  		  	
	 Chile
	  	All	  		  		  	Pakistan	  	All	  		  	
	 China“A” Shares
	  	All	  		  		  	Palestinian Autonomous Area*	  	All	  		  	
	 China“B” Shares
	  	All	  		  		  	Peru	  	All	  		  	
	 Columbia
	  	All	  		  		  	Philippines	  	All	  		  	
	 Costa Rica
	  	All	  		  		  	Poland	  	All	  		  	
	 Croatia
	  	All	  		  		  	Portugal	  	All	  		  	
	 Cyprus*
	  	All	  		  		  	Qatar	  	All	  		  	
	 Czech Republic
	  	All	  		  		  	Romania	  	All	  		  	
	 Denmark
	  	All	  		  		  	Russia	  	Equities	  		  	
	 Ecuador
	  	All	  		  		  	Russia	  	MINFINs	  		  	
	 Egypt
	  	All	  		  		  	Senegal*	  	All	  		  	
	 Estonia
	  	All	  		  		  	Serbia*	  	All	  		  	
	 Euromarkets**
	  	All	  		  		  	Singapore	  	All	  		  	
	 Finland
	  	All	  		  		  	Slovak Republic	  	All	  		  	
	 France
	  	All	  		  		  	Slovenia	  	All	  		  	
	 Germany
	  	All	  		  		  	South Africa	  	All	  		  	
	 Ghana
	  	All	  		  		  	South Korea	  	All	  		  	
	 Greece
	  	All	  		  		  	Spain	  	All	  		  	
	 Guinea Bissau*
	  	All	  		  		  	Sri Lanka	  	All	  		  	
	 Hong Kong
	  	All	  		  		  	Swaziland	  	All	  		  	
	 Hungary
	  	All	  		  		  	Sweden	  	All	  		  	
	 Iceland
	  	All	  		  		  	Switzerland	  	All	  		  	
	 India
	  	All	  		  		  	Taiwan	  	All	  		  	
	 Indonesia
	  	All	  		  		  	Thailand	  	All	  		  	
	 Ireland
	  	All	  		  		  	Togo*	  	All	  		  	
	 Israel
	  	All	  		  		  	Trinidad & Tobago*	  	All	  		  	
	 Italy
	  	All	  		  		  	Tunisia	  	All	  		  	
	 Ivory Coast
	  	All	  		  		  	Turkey	  	All	  		  	
	 Jamaica*
	  	All	  		  		  	UAE	  	All	  		  	
	 Japan
	  	All	  		  		  	United Kingdom	  	All	  		  	
	 Jordan
	  	All	  		  		  	Ukraine	  	All	  		  	
	 Kazakhstan
	  	All	  		  		  	Uruguay	  	All	  		  	
	 Kenya
	  	All	  		  		  	Venezuela	  	All	  		  	
	 Latvia
	  	Equities	  		  		  	Vietnam*	  	All	  		  	
	 Latvia
	  	Bonds	  		  		  	Zambia	  	All	  		  	
	 Lebanon
	  	All	  		  		  		  		  		  	

  

	*	Additional customer documentation and indemnification will be required prior to establishing accounts in these markets. 


	**	Tiered by market value:<$ : bp, >$ and <$ : bps; >$ : bps. 


  

					
	3/2014	 	3	  	










 Amended Exhibit C (continued) to the Custody Agreement – Direxion Shares ETF Trust II 

 

 Annual Base Fee - $ per account (fund) will apply. 

 

	 	•	 	Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a
surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge. 


 

	 	•	 	For all other markets specified above, surcharges may apply if a security is held outside of the local market. 


Cash Transactions: 
  

	 	•	 	3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged
$            . 

 Tax Reclamation Services: Tax reclaims that have been
outstanding for more than 6 (six) months with the client will be charged $50 per claim. 
 Out of Pocket Expenses 

 

	 	•	 	Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications
fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. 


 

	 	•	 	A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses
are charged at a predetermined flat rate. 

  

	 	•	 	SWIFT reporting and message fees. 


  

					
	3/2014	 	4