DIREXION FUNDS RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT This Rule 22c-2 Shareholder Information Agreement ("Agreement") is entered into as of march 26, 2007, with an effective date of April 16, 2007, between. DIREXION FUNDS ("Fund Company"), and...

DIREXION FUNDS
RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT

This Rule 22c-2 Shareholder Information Agreement ("Agreement") is entered into
as of march 26, 2007, with an effective date of April 16, 2007, between.
DIREXION FUNDS ("Fund Company"), and Security Distributors, Inc., a
_________________________("Intermediary").

WHEREAS, Fund Company is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company and
currently offers for public sale shares of common stock or beneficial interest
("Shares") in the separate series of the Fund Company listed on Schedule A, as
may be amended from time to time (each, a "Fund" and collectively, the "Funds");

WHEREAS, Intermediary meets the definition of Financial Intermediary;

WHEREAS, Fund Company desires on behalf of each Fund to enter into this
Agreement with Intermediary in order for each Fund to comply with its
obligations under Rule 22c-2 under the Investment Company Act of 1940;

NOW, THEREFORE, in consideration of the promises and the mutual covenants
contained herein, Fund Company and Intermediary agree as follows:

1. AGREEMENT TO PROVIDE INFORMATION.

Intermediary agrees to provide the Fund or its designee, upon written
request, certain information to include the following:

o The taxpayer identification number ("TIN"), the
individual/international taxpayer identification number
("ITIN"), or other government-issued identifier ("GII"), if
known, of any or all Shareholder(s) of an account or accounts
maintained by the Intermediary during the period covered by
the request; and

o The amount, date, name or other identifier of any investment
professional(s) or financial adviser associated with the
Shareholder(s) or account(s) (if known); and

o Transaction type (purchase, redemption, transfer, or exchange)
of every purchase, redemption, transfer or exchange of Shares
held through the account or accounts.

2. PERIOD COVERED BY REQUEST.

Requests must set forth a specific period, not to exceed ninety (90) days
from the date of the request, for which transaction information is sought. The
Fund or its designee may request transaction information older than ninety (90)
days from the date of the request as the Fund or its designee deems necessary to
investigate compliance with policies established by the Fund for the purpose of
eliminating or reducing any dilution of the value of the outstanding shares
issued by the Fund.

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3. FORM AND TIMING OF RESPONSE.

(a) Intermediary agrees to provide the requested information specified
in Section 1 to the Fund or its designee promptly, but in any event not later
than five (5) business days, after receipt of a request. If requested by the
Fund or its designee, Intermediary agrees to use best efforts (i) to determine
promptly whether any specific person about whom it has received the
identification and transaction information specified in Section 1 is itself a
Financial Intermediary ("indirect intermediary") and (ii) upon further request
of the Fund or its designee, either (A) to provide (or arrange to have provided)
the information set forth in Section 1 for those Shareholders who hold an
account with an indirect intermediary or (B) to restrict or prohibit the
indirect intermediary from purchasing, in nominee name on behalf of other
persons, securities issued by the Fund. Intermediary additionally agrees to
inform the Fund or its designee whether it plans to perform (i) or (ii).

(b) Responses required by this Section 3 must be communicated in writing
and in a format mutually agreed upon by the parties.

(c) To the extent practicable, the format for any transaction
information provided to the Fund or its designee should be consistent with the
NSCC Standardized Data Reporting Format.

4. LIMITATIONS ON USE OF INFORMATION.

The Fund and its designee agree not to use the information received for
marketing or any other similar purpose without the prior written consent of the
Intermediary.

5. AGREEMENTS TO RESTRICT TRADING.

(a) Intermediary agrees to execute written instructions from the Fund or
its designee to restrict or prohibit further purchases or exchanges of Shares by
a Shareholder that has been identified by the Fund or its designee as having
engaged in transactions of the Fund's Shares (directly or indirectly through the
Intermediary's account) that violate policies established by the Fund for the
purpose of eliminating or reducing any dilution of the value of the outstanding
Shares issued by the Fund.

(b) FORM OF INSTRUCTION. Instructions to restrict or prohibit trading
must include the TIN, ITIN or GII, if known, and the specific restrictions(s) to
be executed. If the TIN, ITIN or GI1 is not known, the instructions must include
an equivalent identifying number of the Shareholder(s) or account(s) or other
agreed upon information to which the instruction relates.

(c) TIMING OF RESPONSE. Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than five (5) business days after
receipt of the instructions by the Fund or its designee.

(d) CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Fund or its designee that instructions from the Fund or its
designee to restrict or prohibit trading have been executed. Intermediary agrees
to provide confirmation as soon as reasonably practicable, but not later than
ten (10) business days after the instructions have been executed.

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6. APPLICABILITY TO AFFILIATES.

The Intermediary acknowledges and agrees that the Intermediary has
identified and/or will identify to the Fund Company all persons affiliated with
the Intermediary and known to the Intermediary who meet the definition of
"Intermediary" as set forth in Section 7 of this Ageement. In the event that any
such person is not so identified, such person shall be deemed to be subject to
the terms and conditions of this Agreement until such person has entered into a
separate agreement with the Fund Company.

7. DEFINITIONS.

a. Definitions

i. The term "Financial Intermediary" or
"Intermediary" includes (1) any broker, dealer,
bank, or other entity that holds securities of
record issued by the Fund in a nominee name; and
(2) in the case of pariticipant-directed employee
benefit plan that owns securities issued by the
Fund (i) a retirement plan administrator under
ERISA or (ii) any entity that maintains the plan's
participants records.

ii. The term "Fund" includes the fund's principal
underwriter and transfer agent.

iii. The term "Shares" means the interests of
Shareholders corresponding to the redeemable
securities of record issued by the Fund under the
Investment company Act of 1940 that are held by
the Intermediary.

iv. The term "Shareholder" means the beneficial owner
of Shares, whether the Shares are held directly or
by the Intermediary in nominee name.

ALTERNATIVE FOR USE WITH RETIREMENT PLAN
RECORDKEEPS: The term "Shareholder" means the Plan
participant notwithstanding that the Plan may be
deemed to be the beneficial owner of Shares.

ALTERNATIVE FOR USE WITH INSURANCE COMPANIES: The
term "Shareholder" means the holder of interests
in a variable annuity or variable life insurance
contract issued by the Intermediary.

v. The term "written" includes electronic writings
and facsimile transmissions.

8. AMENDMENTS.

The Fund Company may unilaterally modify this Agreement at any time by
written notice to the Intermediary to comport with the requirements of
applicable law, any amendments to Rule 22c-2 and any interpretations by the
staff of the Securities and Exchange Commission. The first order placed by the
Intermediary subsequent to the giving of such notice shall be deemed acceptance
by the Intermediary of the modification described in such notice.

9. THIRD-PARTY BENEFICIARIES.

As required by Rule 22c-2, the Fund Company is entering into this
agreement on behalf of each Fund listed on SCHEDULE A. Each Fund shall have the
right to enforce all terms and provisions of this Agreement against any and all
parties hereto and or otherwise involved in the activities contemplated herein.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated as of the day and year first written
above.

Security Distributors, Inc. Accepted:
---------------------------
Intermediary

One Security Benefit Place DIREXION FUNDS
--------------------------
Street Address

/s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------- -------------------------------
City State Zip Code Authorized Signature Date
▇▇▇ ▇▇▇▇▇▇▇▇▇
Chief Executive Officer

/s/ ▇▇▇▇▇▇▇ J-Garvia Pres 3/27/07
-----------------------------------
Authorized Signature Date

/s/ ▇▇▇▇▇▇▇ J-Garvia Pres
-------------------------
Name and Title

RETURN SIGNED AGREEMENTS TO:
DIREXION FUNDS
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

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SCHEDULE A

INVESTOR CLASS SHARES

--------------------------------------------------------------------------------
FUND CUSIP SYMBOL TRADING NOTICE DEADLINE
--------------------------------------------------------------------------------
Total Market Bull 2.5x Fund 254939879 DXTLX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
S&P 500(R) Bull 2.5x Fund 254939705 DXSLX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
S&P 500(R) Beai 2.5x Fund 254939804 DXSSX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
NASDAQ-100(R) Bull 2.5x Fund 254939200 DXQLX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
NASDAQ-100(R) Bear 2.5x Fund 254939101 DXQSX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
Mid Cap Bull 2.5x Fund 254939606 DXMLX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
Small Cap Bull 2.5x Fund 254939838 DXRLX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
Small Cap Bear 2.5x Fund 254939820 DXRSX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
Dollar Bear 2.5x Fund 254939671 DXDDX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
Japan Bull 2x Fund 254939408 DXJLVX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
Emerging Markets Bull 2x Fund 254939630 DXELX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
Emerging Markets Bear 2x Fund 254939622 DXESX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
Developed Markets Bull 2x Fund 254939614 DXDLX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
Developed Market Bear 2x Fund 254939598 DXDSX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
Latin America Bull 2x Fund 254939507 DXZLX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
Commodity Bull 2x Fund 254939655 DXCLX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
10 Year Note Bull 2.5x Fund 254939689 DXKLX 3:55 p.m. Eastern Time
----------------------------------------------------------------------- ------
10 Year Note Bear 2.5x Fund 254939770 DXKSX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
NASDAQ(R) -100 Bull 1.25x Fund 254939846 POTCX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
S&P(R) 500 Bear Ix 254939853 PSPSX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
▇▇▇ ▇▇ 30 Bull 1.25x Fund 254939812 PDOWX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------
Dynamic High Yield Bond Fund 254939762 PDHYX 2:00 P.M. EASTERN TIME
--------------------------------------------------------------------------------
High Yield Bear Fund 254939754 PHBRX 2.00 P.M. EASTERN TIME
--------------------------------------------------------------------------------
US Government Money Market 254939747 DXMXX 3:55 p.m. Eastern Time
--------------------------------------------------------------------------------

EVOLUTION FUNDS
INVESTOR CLASS SHARES

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SPECTRUM FUNDS

ADVISOR CLASS SHARES

PSI CALENDAR EFFECTS FUNDS

INVESTOR CLASS SHARES

HCM FUNDS

SERVICE CLASS SHARES

VP FUNDS

--------------------------------------------------------------------------------
FUND CUSIP TRADING NOTICE DEADLINE
--------------------------------------------------------------------------------
Evolution VP Managed Equity Fund ▇▇▇▇▇▇▇▇▇ 4:00 p.m. Eastern Time
--------------------------------------------------------------------------------
Evolution VP Managed Bond Fund ▇▇▇▇▇▇▇▇▇ 4:00 p.m. Eastern Time
--------------------------------------------------------------------------------
Dynamic VP High Yield Bond Fund ▇▇▇▇▇▇▇▇▇ 2:00 p.m. Eastern Time
--------------------------------------------------------------------------------

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DIREXION FUNDS RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT This Rule 22c-2 Shareholder Information Agreement ("Agreement") is entered into as of march 26, 2007, with an effective date of April 16, 2007, between. DIREXION FUNDS ("Fund Company"), and...

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