Direxion Monthly 7-10 Year Treasury Bull 2X Fund
Important Information Regarding the Fund
The Direxion Monthly 7-10 Year Treasury Bull 2X Fund (formerly known as the Direxion Monthly 10-Year Note Bull 2X Fund) (the
Fund) seeks calendar month leveraged investment results. The pursuit of calendar month leveraged goals means that the Fund is riskier than alternatives that do not use leverage because the Funds objective is to magnify the
performance of the NYSE 7-10 Year Treasury Bond Index. The pursuit of calendar month leveraged investment goals means that the return of the Fund for a period longer than a full calendar month may bear no resemblance to 200% of the return of the
NYSE 7-10 Year Treasury Bond Index for such longer period because the aggregate return of the Fund is the product of the series of calendar month leveraged returns for each calendar month. The path of the benchmark during the longer period may be at
least as important to the Funds return for the longer period as the cumulative return of the benchmark for the relevant longer period, especially in periods of market volatility. Further, the return for investors that invest for periods less
than a full calendar month or for a period different than a calendar month will not be the product of the return of the Funds stated goal and the performance of the target index for the full calendar month.
Investment Objective
The Fund seeks monthly investment results, before fees and expenses, of 200% of the calendar month performance of the NYSE 7-10 Year Treasury Bond Index.
The Fund seeks calendar month leveraged investment
results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking calendar month leveraged
investment results, understand the risks associated with the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor
and manage their portfolios.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold shares of the Fund.
Annual Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees
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0.75%
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Distribution and/or Service (12b-1) Fees
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0.25%
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Other Expenses
(1)
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0.90%
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Operating Services Fee
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0.65%
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Shareholder Servicing Fee
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0.25%
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Total Annual Fund Operating Expenses
(2)
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1.90%
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(1)
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Rafferty Asset Management, LLC (Rafferty or Adviser) has contractually agreed to pay all expenses of the Fund through
September 1, 2014 other than the following: management fees, distribution and/or service fees, shareholder servicing fees, acquired fund fees and expenses, taxes, leverage interest, dividends or interest on short positions, other interest
expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation or other expenses outside the typical day-to-day operations of the Fund. This Operating Services
Agreement may be terminated at any time by the Board of Trustees.
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(2)
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Total Annual Fund Operating Expenses for the Fund do not correlate to the Ratios to Average Net Assets: Net Expenses provided in the
Financial Highlights section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses.
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Example.
The example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual
funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the
Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Investor Class
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$
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193
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$
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597
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$
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1,026
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$
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2,222
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Portfolio Turnover.
The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in
Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds
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DIREXION FUNDS PROSPECTUS
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1
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portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is calculated without regard to cash instruments or derivatives. If such instruments were
included, the Funds portfolio turnover rate would be significantly higher.
Principal Investment Strategy
The Fund, under normal circumstances, creates long positions by investing at least 80% of its assets in the U.S.
government securities that comprise the NYSE 7-10 Year Treasury Bond Index (the Index) and/or: financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating long positions.
These financial instruments include: exchange-traded funds (ETFs), futures contracts; options on securities, indices and futures contracts; equity caps, collars and floors; swap agreements; forward contracts; short positions, reverse
repurchase agreements; and other financial instruments. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government
securities and repurchase agreements.
The Index is a multi-security index that includes all qualified U.S. Treasury bonds. Bonds
eligible for inclusion must be: U.S. Treasury Bonds; bullet or callable issues with fixed coupon payments; denominated in U.S. dollars; and have a maturity of 7-10 years at issuance. As of March 31, 2013, the Index was composed of 21 bonds. The
Index rebalances monthly, after the close of trading on the last business day of each month, with coupons re-invested in the Index. The weighting of the bonds in each index is reset during the rebalance to represent the market value of each issue.
Neither the Trust nor the Fund is sponsored, endorsed, sold or promoted by NYSE EURONEXT or its affiliates (NYSE
EURONEXT). NYSE EURONEXT makes no representation or warranty regarding the advisability of investing in securities generally, in the Fund particularly, or the ability of the NYSE 7-10 Year Treasury Bond Index, to track general stock market
performance.
NYSE EURONEXT MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE NYSE TREASURY INDEXES OR ANY DATA INCLUDED THEREIN. IN NO EVENT SHALL NYSE EURONEXT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING
LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
The Fund may gain exposure to only a representative
sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure either by directly investing in the underlying securities of the Index or by investing in derivatives that provide
exposure to those securities. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Funds portfolio so that its exposure
to the Index is consistent with the Funds investment objective. The impact of the Indexs movements during the month will affect whether the Funds portfolio needs to be re-positioned. For example, if the Index has risen over the
course of a given month, net assets of the Fund should rise, meaning that the Funds exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the
Funds exposure will need to be reduced.
The Fund is a non-diversified fund, meaning that a relatively
high percentage of its assets may be invested in a limited number of issuers of securities.
Principal Risks
An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives.
Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and
understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which
could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.
Active and Frequent Trading Risk
The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of
increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.
Adverse Market Conditions Risk
Because the Fund magnifies the performance of the Index, the Funds performance will suffer during conditions in which the Index
declines.
Advisers Investment Strategy Risk
The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate
the Funds performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.
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2
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DIREXION FUNDS PROSPECTUS
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The Fund may invest in financial instruments
involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include
swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount
expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a
limited number of counterparties, which may increase the Funds exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable
counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objectives.
The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives
are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the
securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than investing in the underlying securities directly. In
addition, the Funds investments in derivatives as of the date of this Prospectus are subject to the following risks:
Futures and Forward Contracts
. 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. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.
Options
. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or
indices) hedged or used for cover which may cause a given hedge not to achieve its objective.
Swap Agreements
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rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relates to credit risk of the counterparty and liquidity risk of the swaps themselves.
Early Close/Trading Halt Risk
An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial
instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its
investments and/or may incur substantial trading losses.
Effects of Compounding and Market Volatility Risk
The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods
other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar months gains or reducing exposure in response to that calendar months losses. This means that for
a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Funds target
(200%) generally will not equal the Funds performance over that same period.
As a result, over time, the cumulative
percentage increase or decrease in the value of the Funds portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Funds underlying index due to the compounding effect
of losses and gains on the returns of the Fund. It also is expected that the Funds use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market.
The effect of compounding becomes more pronounced on the Funds performance as the Index experiences volatility. The Indexs
volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For information regarding the effects of volatility and index performance on the long-term performance of the Fund, see Additional
Information Regarding Investment Techniques and Policies and Negative Implications of Monthly Goals in Volatile Markets in the Funds full prospectus, and Special Note Regarding the Correlation Risks of the Funds
in the Funds Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat.
Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance
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DIREXION FUNDS PROSPECTUS
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3
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of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is
designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios.
To fully understand the
risks of market volatility on the Fund, see Negative Implications of Monthly Goals in Volatile Markets found in the statutory prospectus.
Rafferty will attempt to position the Funds portfolio to ensure that the Fund does not lose more than 90% of its net asset value
(NAV) in a given calendar month. The cost of such downside protection will be limitations on the Funds gains. As a consequence, the Funds portfolio may not be responsive to Index gains beyond 45% in a given calendar month.
For example, if the Index were to gain 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is 200% of the Index gain of 50%.
The value of the Funds investment in fixed income securities will fall when interest rates rise. The U.S. is currently in a period of
historically-low interest rates and it is unclear how much longer interest rates will remain at their current levels. Changes or volatility in interest rates may adversely affect the performance of the Fund. The effect of increased interest rates is
more pronounced for any intermediate-term or longer-term fixed income obligations owned by the Fund.
Intra-Calendar Month Investment Risk
The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a
calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the
end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Funds net assets will rise by the same amount as the Funds exposure. Conversely, if the Index moves in
value in a direction adverse to the Fund, the Funds net assets will decline by the same amount as the Funds exposure. Since a Fund starts each month with exposure which is 200% of its net assets, a change in both the exposure and the net
assets of the Fund by the same absolute amount results in a change in the comparative relationship of the two. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close on the last trading day of the month, it
would seek $200 of exposure to the next months Index performance. If the Index rose by 1% by mid-month, the exposure of the Fund will have risen by 1% to $202 and the net assets will have risen by that $2 gain to $102. With net assets of $102
and exposure of $202, a purchaser at that point would be receiving 198% exposure of her investment instead of 200%.
If you invest in the Fund, you are exposed to the risk that a decline in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount equal
to 2% for every 1% monthly decline, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the
event of an Index decline of more than 50%. Further, purchasing shares intra-calendar month may result in greater than 200% exposure to the performance of the Index if the Index declines between the end of the last calendar month and the time the
investor purchased Fund shares.
Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is
forced to sell an illiquid security at an unfavorable time or at a price that is lower than Raffertys judgment of the securitys true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the
Fund from limiting losses, realizing gains or achieving a high correlation with the Index.
The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic
sectors, industries or segments of the market.
Market Timing Activity Risk
Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as
part of asset allocation and market timing investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased
net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.
There is no guarantee that the Fund will achieve its monthly target. The Fund may have difficulty achieving its monthly
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4
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DIREXION FUNDS PROSPECTUS
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target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and accounting standards. The Fund may
not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial
instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities surrounding annual index
reconstitutions and other index repositioning or reconstitution events may hinder the Funds ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio monthly to keep leverage
consistent with its calendar month leveraged investment objective.
The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified
funds NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.
The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Funds operations and/or change the
competitive landscape.
Risks of Investing in Other Investment Companies (including ETFs)
Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other
expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Funds proportionate share of the fees and expenses paid by shareholders of the other
investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Funds own operations. The Funds performance may be magnified positively or negatively by virtue of its investment in
other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Funds investment will decline, adversely affecting the Funds performance. In addition, closed-end investment
company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares
depends on the demand in the market, the Adviser may not be able to liquidate a Funds holdings in those shares at the most optimal time, adversely affecting the Funds performance.
The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or
a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund
may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period.
U.S. Government Securities Risk
A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of
interest and principal when held to maturity. The market prices for such securities are not guaranteed and will fluctuate. In addition, because many types of U.S. government securities trade actively outside the United States, their prices may rise
and fall as changes in global economic conditions affect the demand for these securities.
Fund Performance
The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have
varied from calendar year to calendar year. The table shows how the Funds average annual returns for the 1 and 5 year and since inception periods compare with those of a broad-based market index for the same periods. The Funds past
performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Funds website at www.direxionfunds.com or by calling the Fund toll-free at
(800) 851-0511.
The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly,
targets. The Fund sought a daily target of 250% until September 30, 2009. On September 30, 2009, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 250% instead of a monthly target of
200%, the calendar year performance of the Fund would have varied from that shown.
In addition, the performance shown from
October 1, 2009 to April 14, 2013 reflects a previous investment objective. The Fund sought monthly investment results, before fees and expenses, of 200% of the performance of the NYSE Current 10-Year U.S. Treasury Index. If the
Funds objective had remained the same, the calendar year performance of the Fund would have varied from that shown.
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DIREXION FUNDS PROSPECTUS
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5
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Total Return for the Calendar Years Ended December 31
During the period of time shown in the bar chart, the Funds highest calendar quarter return was
33.53% for the quarter ended December 31, 2008 and its lowest calendar quarter return was 13.76% for the quarter ended June 30, 2009. The year-to-date return as of March 31, 2013 was 1.09%.
Average Annual Total Returns
(for the periods ended December 31, 2012)
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1 Year
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5 Years
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Since Inception
(March 31, 2005)
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Return Before Taxes
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5.49%
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12.62%
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9.96%
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Return After Taxes on Distributions
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4.21%
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11.50%
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8.99%
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Return After Taxes on Distributions and Sale Fund Shares
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3.65%
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10.33%
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8.15%
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NYSE 7-10 Year Treasury Bond Index
(reflects no deduction for fees, expenses or taxes)
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3.98%
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7.74%
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8.13%
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NYSE Current 10-Year Treasury Index
(reflects no deduction for fees, expenses or taxes)
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4.06%
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N/A
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5.37%
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The NYSE 7-10 Year Treasury Bond Index commenced operations on December 29, 2006. The Average
Annual Total Return Since Inception shown in the table above is for the period from December 29, 2006 to December 31, 2012.
The NYSE Current 10-Year Note Treasury Index commenced operations on April 2, 2009. The Average Annual Total Return Since Inception shown in the table above is for the period from
April 2, 2009 to December 31, 2012.
The NYSE 7-10 Year Treasury Bond Index replaced the NYSE Current 10-Year U.S.
Treasury Index as the broad-based benchmark in connection with the change of the Funds name and investment objective. The index was changed on April 14, 2013.
After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an
investors tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts
(IRAs).
Management
Investment Adviser.
Rafferty Asset Management, LLC is the Funds investment adviser.
Portfolio Manager.
The following members of Raffertys investment team are jointly and primarily responsible for the day-to-day management of the Fund:
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Portfolio Manager
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Years of
Service with
the
Fund
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Primary Title
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Paul Brigandi
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Since Inception in 2005
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Portfolio Manager
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Tony Ng
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Since 2006
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Portfolio Manager
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Purchase and Sale of Fund Shares
You may purchase or redeem Fund shares on any business day by written request via mail (Direxion Funds Direxion Monthly 7-10 Year
Treasury Bull 2X Fund, P.O. Box 701, Milwaukee, Wisconsin 53201-0701), by wire transfer, by telephone at (800) 851-0511, or through a financial intermediary. Purchases and redemptions by telephone are only permitted if you previously
established these options on your account. The Fund accepts investments in the following minimum amounts:
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Purchase Methods
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Initial Purchases
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Subsequent
Purchases
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Minimum Investment: Traditional Investment Accounts
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$25,000 or a lesser amount if you are a client of a securities dealer, bank or other financial institution.
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$500
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Minimum Investment: Retirement Accounts (Traditional, Roth and Spousal IRAs)
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$25,000 or a lesser amount if you are a client of a securities dealer, bank or other financial institution.
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$0
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Tax Information
The Funds distributions to you are taxable, and will be taxed as ordinary income or net capital gain, unless you are investing through a tax-deferred arrangement such as a 401(k) plan or an IRA.
Distributions on investments made through those arrangements, may be taxed later upon withdrawal of assets from them.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank or financial advisor), the Fund and/or its
Adviser may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over
another investment. Ask your salesperson or visit your financial intermediarys website for more information.
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6
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DIREXION FUNDS PROSPECTUS
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Direxion Monthly 7-10 Year Treasury Bear 2X Fund
Important Information Regarding the Fund
The Direxion Monthly 7-10 Year Treasury Bear 2X Fund (formerly known as the Direxion Monthly 10-Year Note Bear 2X Fund) (the Fund) seeks calendar month leveraged investment results. The pursuit
of calendar month leveraged goals means that the Fund is riskier than alternatives that do not use leverage because the Funds objective is to magnify the performance of the NYSE 7-10 Year Treasury Bond Index. The pursuit of calendar month
leveraged investment goals means that the return of the Fund for a period longer than a full calendar month may bear no resemblance to -200% of the return of the NYSE 7-10 Year Treasury Bond Index for such longer period because the aggregate return
of the Fund is the product of the series of calendar month leveraged returns for each calendar month. The path of the benchmark during the longer period may be at least as important to the Funds return for the longer period as the cumulative
return of the benchmark for the relevant longer period, especially in periods of market volatility. Further, the return for investors that invest for periods less than a full calendar month or for a period different than a calendar month will not be
the product of the return of the Funds stated goal and the performance of the target index for the full calendar month.
Investment Objective
The Fund seeks monthly investment results, before fees and expenses, of 200% of the inverse (or opposite) of the calendar month performance of the NYSE 7-10 Year Treasury Bond Index.
The Fund seeks
calendar month leveraged investment results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of
seeking calendar month leveraged investment results, understand the risks associated with shorting and the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for,
investors who do not intend to actively monitor and manage their portfolios.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold shares of the Fund.
Annual Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees
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0.75%
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Distribution and/or Service (12b-1) Fees
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0.25%
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Other Expenses
(1)
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0.90%
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Operating Services Fee
|
|
|
0.65%
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Shareholder Servicing Fee
|
|
|
0.25%
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Total Annual Fund Operating Expenses
(2)
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1.90%
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(1)
|
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Rafferty Asset Management, LLC (Rafferty or Adviser) has contractually agreed to pay all expenses of the Fund through
September 1, 2014 other than the following: management fees, distribution and/or service fees, shareholder servicing fees, acquired fund fees and expenses, taxes, leverage interest, dividends or interest on short positions, other interest
expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation or other expenses outside the typical day-to-day operations of the Fund. This Operating Services
Agreement may be terminated at any time by the Board of Trustees.
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(2)
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Total Annual Fund Operating Expenses for the Fund do not correlate to the Ratios to Average Net Assets: Net Expenses provided in the
Financial Highlights section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses.
|
Example.
The example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual
funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the
Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
|
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5 Years
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10 Years
|
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Investor Class
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$
|
193
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|
|
$
|
597
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$
|
1,026
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|
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$
|
2,222
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Portfolio Turnover.
The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in
Annual Fund Operating Expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is
calculated
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DIREXION FUNDS PROSPECTUS
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7
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without regard to cash instruments or derivatives. If such instruments were included, the Funds portfolio turnover rate would be significantly higher.
Principal Investment Strategy
The Fund, under normal circumstances, invests at least 80% of its assets in the U.S. government securities that comprise the NYSE 7-10 Year Treasury Bond Index (the Index) and/or financial
instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating short positions. These financial instruments include exchange-traded funds (ETFs), stock index futures contracts, options on
stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of
less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.
The Index is a multi-security index that includes all qualified U.S. Treasury bonds. Bonds eligible for inclusion must be: U.S. Treasury
Bonds; bullet or callable issues with fixed coupon payments; denominated in U.S. dollars; and have a maturity of 7-10 years at issuance. As of March 31, 2013, the Index was composed of 21 bonds. The Index rebalances monthly, after the close of
trading on the last business day of each month, with coupons re-invested in the Index. The weighting of the bonds in each index is reset during the rebalance to represent the market value of each issue.
Neither the Trust nor the Fund is sponsored, endorsed, sold or promoted by NYSE EURONEXT or its affiliates (NYSE EURONEXT). NYSE
EURONEXT makes no representation or warranty regarding the advisability of investing in securities generally, in the Fund particularly, or the ability of the NYSE 7-10 Year Treasury Bond Index, to track general stock market performance.
NYSE EURONEXT MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE NYSE TREASURY INDEXES OR ANY DATA INCLUDED THEREIN. IN NO EVENT SHALL NYSE EURONEXT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.
The Fund may gain exposure to only a representative sample of the securities in the Index
that have aggregate characteristics similar to those of the Index. The Fund gains this exposure by investing in a combination of financial instruments that, in combination, provide exposure to the underlying securities of the Index. The Fund seeks
to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Funds portfolio so that its exposure to the Index is consistent with the
Funds investment objective. The impact of the Indexs movements during the month will affect whether the Funds portfolio needs to be re-positioned. For example, if the Index has risen over the course of a given month, net assets of
the Fund should rise, meaning that the Funds exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the Funds exposure will need to be
reduced.
The Fund is a non-diversified fund, meaning that a relatively high percentage of its assets may be
invested in a limited number of issuers of securities.
Principal Risks
An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives.
Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and
understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which
could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.
Active and Frequent Trading Risk
The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of
increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.
Adverse Market Conditions Risk
Because the Fund magnifies the performance of the Index, the Funds performance will suffer during conditions in which the Index
declines.
Advisers Investment Strategy Risk
The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate
the Funds performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.
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8
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|
DIREXION FUNDS PROSPECTUS
|
The Fund may invest in financial instruments
involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include
swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount
expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a
limited number of counterparties, which may increase the Funds exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable
counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objectives.
The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives
are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the
securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than investing in the underlying securities directly. In
addition, the Funds investments in derivatives as of the date of this Prospectus are subject to the following risks:
Futures and Forward Contracts
. 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. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.
Options
. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or
indices) hedged or used for cover which may cause a given hedge not to achieve its objective.
Swap Agreements
. Interest
rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relates to credit risk of the counterparty and liquidity risk of the swaps themselves.
Early Close/Trading Halt Risk
An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or
financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately
price its investments and/or may incur substantial trading losses.
Effects of Compounding and Market Volatility Risk
The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods
other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar months gains or reducing exposure in response to that calendar months losses. This means that for
a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Funds target (200%)
generally will not equal the Funds performance over that same period.
As a result, over time, the cumulative percentage
increase or decrease in the value of the Funds portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Funds underlying index due to the compounding effect of losses
and gains on the returns of the Fund. It also is expected that the Funds use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market.
The effect of compounding becomes more pronounced on the Funds performance as the Index experiences volatility. The Indexs
volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For information regarding the effects of volatility and index performance on the long-term performance of the Fund, see Additional
Information Regarding Investment Techniques and Policies and Negative Implications of Monthly Goals in Volatile Markets in the Funds full prospectus, and Special Note Regarding the Correlation Risks of the Funds
in the Funds Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat.
Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance
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DIREXION FUNDS PROSPECTUS
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9
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of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is
designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios.
To fully understand the
risks of market volatility on the Fund, see Negative Implications of Monthly Goals in Volatile Markets found in the statutory prospectus.
Rafferty will attempt to position the Funds portfolio to ensure that the Fund does not lose more than 90% of its net asset value
(NAV) in a given calendar month. The cost of such downside protection will be limitations on the Funds gains. As a consequence, the Funds portfolio may not be responsive to Index losses beyond 45% in a given calendar month.
For example, if the Index were to lose 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is 200% of the Index loss of 50%.
The value of the Funds investment in fixed income securities will fall when interest rates rise. The U.S. is currently in a
period of historically-low interest rates and it is unclear how much longer interest rates will remain at their current levels. Changes or volatility in interest rates may adversely affect the performance of the Fund. The effect of increased
interest rates is more pronounced for any intermediate-term or longer-term fixed income obligations owned by the Fund.
Intra-Calendar Month Investment Risk
The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than
a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the
end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Funds net assets will rise by an amount equal to the decline in the Funds exposure. Conversely, if the
Index moves in a direction adverse to the Fund, the Funds net assets will decline by the same amount as the increase in the Funds exposure. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close
on the last trading day of the month, it would seek $200 of exposure to the next months Index performance. If the Index declined by 1% by mid-month, the exposure of the Fund will fall by 1% to $198 and the net assets will rise by
$2 to $102. With net assets of $102 and exposure of $198, a purchaser at that point would be receiving 194% exposure of her investment instead of 200%.
The Fund is negatively correlated to its Index and should lose money when its Index rises a result that is the opposite from
traditional mutual funds. Because the Fund seeks calendar month returns inverse by a defined percentage to its Index, the difference between the Funds calendar month return and the performance of its index or benchmark may be negatively
compounded during periods in which the markets decline.
If you invest in the Fund, you are exposed to the risk that a rise in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount
equal to 2% for every 1% monthly rise, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the
event of an Index rise of more than 50%. Further, purchasing shares intra-calendar month may result in greater than 200% exposure to the performance of the Index if the Index rises between the end of the last calendar month and the time the investor
purchased Fund shares.
Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is
forced to sell an illiquid security at an unfavorable time or at a price that is lower than Raffertys judgment of the securitys true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the
Fund from limiting losses, realizing gains or achieving a high correlation with the Index.
The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic
sectors, industries or segments of the market.
Market Timing Activity Risk
Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as
part of asset allocation and market timing investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased
net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.
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10
|
|
|
|
DIREXION FUNDS PROSPECTUS
|
There is no guarantee that the Fund
will achieve its monthly target. The Fund may have difficulty achieving its monthly target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and
accounting standards. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest
in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities
surrounding annual index reconstitutions and other index repositioning or reconstitution events may hinder the Funds ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio
monthly to keep leverage consistent with its calendar month leveraged investment objective.
The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified
funds NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.
The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Funds operations and/or change the
competitive landscape.
Risks of Investing in Other Investment Companies (including ETFs)
Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain
other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Funds proportionate share of the fees and expenses paid by shareholders of the other
investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Funds own operations. The Funds performance may be magnified positively or negatively by virtue of its investment in
other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Funds investment will decline, adversely affecting the Funds performance. In addition, closed-end investment
company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares
depends on the demand in the market, the Adviser may not be able to liquidate a Funds holdings in those shares at the most optimal time, adversely affecting the Funds performance.
Short positions are designed to profit from a decline in the price of particular securities, baskets of securities or indices. The Fund will lose value if and when the instruments price rises a
result that is the opposite from traditional mutual funds.
The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or
a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund
may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period.
U.S. Government Securities Risk
A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment
of interest and principal when held to maturity. The market prices for such securities are not guaranteed and will fluctuate. In addition, because many types of U.S. government securities trade actively outside the United States, their prices may
rise and fall as changes in global economic conditions affect the demand for these securities.
Fund Performance
The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its
returns have varied from calendar year to calendar year. The table shows how the Funds average annual returns for the 1 and 5 year and since inception periods compare with those of a broad-based market index for the same periods. The
Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Funds website at www.direxionfunds.com or by calling the Fund toll-free
at (800) 851-0511.
The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly,
targets. The Fund sought
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|
DIREXION FUNDS PROSPECTUS
|
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11
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a daily target of 250% until September 30, 2009. On September 30, 2009, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 250%
instead of a monthly target of 200%, the calendar year performance of the Fund would have varied from that shown.
In
addition, the performance shown from October 1, 2009 to April 14, 2013 reflects a previous investment objective. The Fund sought monthly investment results, before fees and expenses, of -200% of the performance of the NYSE Current 10-Year
U.S. Treasury Index. If the Funds objective had remained the same, the calendar year performance of the Fund would have varied from that shown.
Total Return for the Calendar Years Ended December 31
During the period of time shown in the bar chart, the Funds highest calendar quarter return was
15.48% for the quarter ended June 30, 2009 and its lowest calendar quarter return was 30.74% for the quarter ended December 31, 2008. The year-to-date return as of March 31, 2013 was 0.53%.
Average Annual Total Returns
(for the periods ended December 31, 2012)
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1 Year
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5 Years
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Since Inception
(May 17, 2004)
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Return Before Taxes
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|
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11.51%
|
|
|
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18.57%
|
|
|
|
13.20%
|
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Return After Taxes on Distributions
|
|
|
11.51%
|
|
|
|
18.57%
|
|
|
|
13.37%
|
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Return After Taxes on Distributions and Sale Fund Shares
|
|
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7.48%
|
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14.60%
|
|
|
|
10.05%
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|
NYSE 7-10 Year Treasury Bond Index
(reflects no deduction for fees, expenses or taxes)
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3.98%
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7.74%
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8.13%
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N
YSE Current 10-Year Treasury Index
(reflects no deduction for fees, expenses or taxes)
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4.06%
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N/A
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5.37%
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The NYSE 7-10 Year Treasury Bond Index commenced operations on December 29, 2006. The Average
Annual Total Return Since Inception shown in the table above is for the period from December 29, 2006 to December 31, 2012.
The NYSE Current 10-Year Note Treasury Index commenced operations on April 2, 2009. The Average Annual Total Return Since Inception shown in the table above is for the period from
April 2, 2009 to December 31, 2012.
The NYSE 7-10 Year Treasury Bond Index replaced the NYSE Current 10-Year U.S.
Treasury Index as the broad-based benchmark in connection with the change of the Funds name and investment objective. The index was changed on April 14, 2013.
After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an
investors tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts
(IRAs).
Management
Investment Adviser.
Rafferty Asset Management, LLC is the Funds investment adviser.
Portfolio Manager.
The following members of Raffertys investment team are jointly and primarily responsible for the day-to-day management of the Fund:
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Portfolio Manager
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Years of
Service with
the
Fund
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Primary Title
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Paul Brigandi
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Since Inception in 2004
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Portfolio Manager
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Tony Ng
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Since 2006
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Portfolio Manager
|
Purchase and Sale of Fund Shares
You may purchase or redeem Fund shares on any business day by written request via mail (Direxion Funds Direxion Monthly 7-10 Year
Treasury Bear 2X Fund, P.O. Box 701, Milwaukee, Wisconsin 53201-0701), by wire transfer, by telephone at (800) 851-0511, or through a financial intermediary. Purchases and redemptions by telephone are only permitted if you previously
established these options on your account. The Fund accepts investments in the following minimum amounts:
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Purchase Methods
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Initial Purchases
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Subsequent
Purchases
|
Minimum Investment: Traditional Investment Accounts
|
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$25,000 or a lesser amount if you are a client of a securities dealer, bank or other financial institution.
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$500
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Minimum Investment: Retirement Accounts (Traditional, Roth and Spousal IRAs)
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$25,000 or a lesser amount if you are a client of a securities dealer, bank or other financial institution.
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$0
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12
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DIREXION FUNDS PROSPECTUS
|
Tax Information
The Funds distributions to you are taxable, and will be taxed as ordinary income or net capital gain, unless you are investing through
a tax-deferred arrangement, such as a 401(k) plan or an IRA. Distributions on investments made through those arrangements may be taxed later upon withdrawal of assets from them.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank or financial advisor), the Fund and/or its
Adviser may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over
another investment. Ask your salesperson or visit your financial intermediarys website for more information.
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DIREXION FUNDS PROSPECTUS
|
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13
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This
Prospectus relates to shares of the funds noted below (which are sometimes referred to in this Prospectus as a Fund and, collectively, as the Funds) of the Direxion Funds (the Trust). Rafferty Asset Management,
LLC (Rafferty or Adviser) serves as the investment adviser to each Fund.
The Funds described in this
Prospectus seek to provide
calendar month leveraged
investment results, before fees and expenses, that correspond to the total return performance of a particular index or benchmark. As used in this Prospectus, the term calendar
month refers to the period from the close of the markets on the last business day of a given month until the close of the markets on the last business day of the subsequent month. The Funds seek calendar month leveraged investment results
which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will generally receive more, or less, than 200% exposure to
the target index, depending on the performance of the target index. The Fund with the word Bull in its name (the Bull Fund) attempts to provide investment results that correlate positively to the return of an index or
benchmark, meaning the Bull Fund attempts to move in the same direction as the target index or benchmark. The Fund with the word Bear in its name (the Bear Fund) attempt to provide investment results that correlate negatively
to the return of an index or benchmark, meaning that the Bear Fund attempts to move in the opposite or inverse direction of the target index or benchmark. The correlations sought by the Bull Fund and the Bear Fund are generally a multiple of the
returns of the target index or benchmark. For example, the monthly target for the Direxion Monthly 7-10 Year Treasury Bull 2X Fund is 200% of the calendar month total return of the performance of the NYSE 7-10 Year Treasury Bond Index, while the
monthly target for the Direxion Monthly 7-10 Bear 2X Fund is 200% of the inverse, or opposite, of the calendar month total return of the performance of the NYSE 7-10 Year Treasury Bond Index. If, over a given calendar month, the NYSE 7-10 Year
Treasury Bond Index gains 1%, the Direxion Monthly 7-10 Year Treasury Bull 2X Fund is designed to gain approximately 2% (which is equal to 200% of 1%), while the Direxion Monthly 7-10 Year Treasury Bear 2X Fund is designed to lose approximately 2%.
Conversely, if the NYSE 7-10 Year Treasury Bond Index loses 1% over a given calendar month, the Direxion Monthly 7-10 Year Treasury Bull 2X Fund is designed to lose approximately 2%, while the Direxion Monthly 7-10 Year Treasury Bear 2X Fund is
designed to gain approximately 2%.
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Fund
|
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Index or Benchmark
|
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Monthly Target
|
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Direxion Monthly 7-10 Year Treasury Bull 2X Fund
|
|
NYSE 7-10 Year Treasury Bond Index
|
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200%
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Direxion Monthly 7-10 Year Treasury Bear 2X Fund
|
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200%
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To pursue these results, the Funds
listed above use aggressive investment techniques such as engaging in futures, swaps and options transactions. As a result, these Funds are designed to be utilized only by knowledgeable investors who understand the potential consequences of
seeking
monthly leveraged
investment results, understand the risks associated with the Funds use of leverage and are willing to monitor their portfolios frequently. The Funds are not intended to be used by, and are not appropriate for,
investors who do not intend to actively monitor and manage their portfolios. There is no assurance that the Funds will achieve their objectives and an investment in a Fund could lose money. No single Fund is a complete investment program.
Changes in Investment Objective.
Each Funds investment objective is not a fundamental policy and may be changed by
the Funds Board of Trustees without shareholder approval.
ADDITIONAL INFORMATION REGARDING INVESTMENT TECHNIQUES AND POLICIES
Rafferty uses a number of investment techniques in an effort to achieve the stated goal for each Fund. For the Bull Fund, Rafferty attempts
to magnify the returns of the Bull Funds index or benchmark for a calendar month. The Bear Fund is managed to provide returns inverse (or opposite) by a defined percentage to the return of the Bear Funds index or benchmark for a calendar
month. Rafferty creates net long positions for the Bull Fund and net short positions for the Bear Fund. (Rafferty may create short positions in the Bull Fund and long positions in the Bear Fund even though the net exposure in
the Bull Fund will be long and the net exposure in the Bear Fund will be short.) Long positions move in the same direction as their index or benchmark, advancing when the index or benchmark advances and declining when the index or benchmark
declines. Short positions move in the opposite direction of the index or benchmark, advancing when the index or benchmark declines and declining when the index or benchmark advances.
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14
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DIREXION FUNDS PROSPECTUS
|
In seeking to achieve the monthly investment objective of the Bull Fund and Bear Fund
(collectively, the Monthly Funds), Rafferty uses statistical and quantitative analysis to determine the investments each Monthly Fund makes and the techniques it employs. Rafferty relies upon a pre-determined model to generate orders
that result in repositioning each Monthly Funds investments in accordance with its monthly investment objective. Using this approach, Rafferty determines the type, quantity and mix of investment positions that it believes in combination should
produce monthly returns consistent with a Monthly Funds objective. As a consequence, if a Monthly Fund is performing as designed, the return of the index or benchmark will dictate the return for that Monthly Fund. Each Monthly Fund pursues its
investment objective regardless of market conditions and does not take defensive positions.
The Bull Fund generally may hold
an optimized basket of securities that represents its benchmark index. The use of an optimized basket by the Fund, as compared to replicating the benchmark directly, is intended to maintain high correlation with, and similar aggregate
characteristics (
e.g.,
market capitalization and industry weightings) to, the benchmark index. However, the use of an optimized basket may not track the benchmark as closely as a basket that replicates the benchmark in its entirety. Both the
Bull and Bear Fund also may gain exposure to securities that are not included in the index or may overweight or underweight certain components of the index. In addition, each Fund is non-diversified, which means that it may invest in the securities
of a limited number of issuers.
Each Monthly Fund has a clearly articulated goal which requires the Fund to seek economic
exposure in excess of its assets (
i.e.
, net assets plus borrowings for investment purposes). To meet its objectives, each Monthly Fund invests in some combination of financial instruments so that it generates economic exposure consistent with
the Funds investment objective.
On the last business day of each calendar month, each Monthly Fund will position its
portfolio to ensure that the Funds exposure to its benchmark is consistent with the Funds stated goals. The impact of market movements during the calendar month will determine whether the portfolio needs to be repositioned. If the target
index rises from the beginning of a calendar month to the end of the calendar month, the Bull Funds net assets should rise, meaning the Funds exposure may need to be increased. Conversely, if the target index falls from the beginning of
a calendar month to the end of the calendar month, the Bull Funds net assets should fall, meaning the Funds exposure may need to be reduced. If the target index rises from the beginning of a calendar month to the end of the calendar
month, the Bear Funds net assets should fall, meaning the Funds exposure may need to be reduced. If the target index falls from the beginning of a calendar month to the end of the calendar month, the Bear Funds net assets should
rise, meaning the Funds exposure may need to be increased. A Funds portfolio may also need to be changed to reflect changes in the composition of an index. Rafferty increases the Funds exposure when its assets rise and reduces the
Funds exposure when its assets fall.
Each Monthly Fund is designed to provide calendar month leveraged investment returns,
before fees and expenses, that are a multiple of the returns of its index or benchmark for the stated period. While Rafferty attempts to minimize any tracking error (the statistical measure of the difference between the investment
results of a Fund and the performance of its index or benchmark), certain factors will cause a Monthly Funds investment results to vary from the stated objective. A Fund may have difficulty in achieving its calendar month target due to fees
and expenses, high portfolio turnover, transaction costs, significant purchase and redemption activity by Fund shareholders and/or a temporary lack of liquidity in the markets for the securities held by the Fund.
Each Monthly Fund invests significantly in swap agreements, forward contracts, reverse repurchase agreements, options, including futures
contracts, options on futures contracts, exchange-traded funds (ETFs) and financial instruments such as options on securities and stock indices options, and caps, floors and collars. Rafferty uses these types of investments to produce
economically leveraged investment results. Leveraging allows Rafferty to generate a greater positive or negative return than what would be generated on the invested capital without leverage, thus changing small market movements into
larger changes in the value of the investments of a Fund.
Seeking calendar month leveraged investment results provides potential
for greater gains and losses relative to benchmark performance. For instance, the Direxion Monthly 7-10 Year Treasury Bull 2X Fund seeks to provide, before fees and expenses, 200% of the calendar month total return of the NYSE 7-10 Year Treasury
Bond Index. If the NYSE 7-10 Year Treasury Bond Index gains 2% in a given calendar month, the Direxion Monthly 7-10 Year Bull 2X Fund would be expected to gain approximately 4%. Conversely, if the NYSE 7-10 Year Treasury Bond Index declines 2% in a
given calendar month, the Direxion Monthly 7-10 Year Treasury Bull Fund would be expected to lose 4%. However, for a period longer than one calendar month, the pursuit of calendar month goals may result in calendar month leveraged compounding, which
means that the return of an index over a period of time greater than one calendar month multiplied by the Funds calendar month target (
e.g.,
200%)
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DIREXION FUNDS PROSPECTUS
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15
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generally will not equal a Funds performance over that same period. As such, although federal regulations require that this prospectus include annualized performance and multi-year expense
information for each Fund, investors should bear in mind that the Bull and Bear Fund seeks calendar month, and not annual, investment results. Consider the following examples:
Compounding Example 1 Benchmark Lacks A Trend
Mary is
considering investments in three Funds, Fund A, Fund B and Fund C. Fund A is a traditional index fund which seeks (before fees and expenses) to match the performance of the XYZ index. Fund B is a leveraged Fund and seeks calendar month leveraged
investment results (before fees and expenses) that correspond to 200% of the calendar month performance of the XYZ index. Fund C is a leveraged Fund and seeks calendar month leveraged investment results (before fees and expenses) that correspond to
200% of the calendar month performance of the XYZ index.
In January, the XYZ index increases in value from $100 to $105, a
gain of 5%. In February, the XYZ index declines from $105 back to $100, a loss of 4.76%. In the aggregate, the XYZ index has not moved.
An investment in Fund A would be expected to gain 5% in January and lose 4.76% in February to return to its original value. The following example assumes a $100 investment in Fund A when the index is also
valued at $100:
FUND A
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Month
|
|
Index
Value
|
|
|
Index
Monthly
Performance
|
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|
Index
Cumulative
Performance
|
|
|
Value of
Investment
|
|
|
|
|
$100.00
|
|
|
|
|
|
|
|
|
|
|
$
|
100.00
|
|
January
|
|
$
|
105.00
|
|
|
|
5.00%
|
|
|
|
5.00%
|
|
|
$
|
105.00
|
|
February
|
|
$
|
100.00
|
|
|
|
4.76%
|
|
|
|
0.00%
|
|
|
$
|
100.00
|
|
The same $100 investment in Fund B, however, would be expected to gain 10% in January (200% of 5%) but
decline 9.52% in February.
FUND B
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|
Month
|
|
Index
Value
|
|
|
Index
Monthly
Perfor-
mance
|
|
|
200% of
Monthly
Index
Perfor-
mance
|
|
|
Value of
Investment
|
|
|
Index
Cumulative
Perfor-
mance
|
|
|
Investment
Cumulative
Performance
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
January
|
|
$
|
105.00
|
|
|
|
5.00%
|
|
|
|
10.00%
|
|
|
$
|
110.00
|
|
|
|
5.00%
|
|
|
|
10.00%
|
|
February
|
|
$
|
100.00
|
|
|
|
4.76%
|
|
|
|
9.52%
|
|
|
$
|
99.52
|
|
|
|
0.00%
|
|
|
|
0.48%
|
|
Although the percentage decline is smaller in February than the percentage gain in January, the loss is
applied to a higher principal amount so the investment in Fund B has a loss even when the aggregate index value for the two-month period has not declined. (These calculations do not include the charges for expense ratio and the financing charges.)
Because the Fund C seeks leveraged inverse returns, the same $100 investment in the Fund C would be expected to lose 10% in
January and then gain 9.52% in February.
FUND C
|
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|
|
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|
|
|
|
|
Month
|
|
Index
Value
|
|
|
Index
Monthly
Perfor-
mance
|
|
|
200%
of
Index
Monthly
Perfor-
mance
|
|
|
Value of
Investment
|
|
|
Index
Cumulative
Perfor-
mance
|
|
|
Investment
Cumulative
Performance
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
January
|
|
$
|
105.00
|
|
|
|
5.00%
|
|
|
|
10.00%
|
|
|
$
|
90.00
|
|
|
|
5.00%
|
|
|
|
10.00%
|
|
February
|
|
$
|
100.00
|
|
|
|
4.76%
|
|
|
|
9.52%
|
|
|
$
|
98.57
|
|
|
|
0.00%
|
|
|
|
1.43%
|
|
Because the gain in February is multiplied by the already-diminished investment, the investment in Fund C
does not make up its January losses even though the index has returned to its original value.
Compounding Example 2
Benchmark Has A Clear Trend
Leveraged compounding will not always result in greater losses. If the index trends in one
direction (
e.g.
increases in value for two consecutive months), the compounded return will outperform the indexs cumulative performance multiplied by 200% or 200% (as applicable). For example, if the XYZ Index were to increase to
$110 in February (instead of decline back to $100 as it had in the prior example), the resulting performance of Fund A, Fund B and Fund C would be as follows:
FUND A
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Month
|
|
Index
Value
|
|
|
Index
Monthly
Performance
|
|
|
Index
Cumulative
Performance
|
|
|
Value of
Investment
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
|
$
|
100.00
|
|
January
|
|
$
|
105.00
|
|
|
|
5.00%
|
|
|
|
5.00%
|
|
|
$
|
105.00
|
|
February
|
|
$
|
110.00
|
|
|
|
4.76%
|
|
|
|
10.00%
|
|
|
$
|
110.00
|
|
FUND B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Month
|
|
Index
Value
|
|
|
Index
Monthly
Perfor-
mance
|
|
|
200% of
Index
Monthly
Perfor-
mance
|
|
|
Value of
Investment
|
|
|
Index
Cumulative
Perfor-
mance
|
|
|
Investment
Cumulative
Performance
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
January
|
|
$
|
105.00
|
|
|
|
5.00%
|
|
|
|
10.00%
|
|
|
$
|
110.00
|
|
|
|
5.00%
|
|
|
|
10.00%
|
|
February
|
|
$
|
110.00
|
|
|
|
4.76%
|
|
|
|
9.52%
|
|
|
$
|
120.47
|
|
|
|
10.00%
|
|
|
|
20.47%
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|
|
DIREXION FUNDS PROSPECTUS
|
FUND C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Month
|
|
Index
Value
|
|
|
Index
Monthly
Perfor-
mance
|
|
|
200%
of
Index
Monthly
Perfor-
mance
|
|
|
Value of
Investment
|
|
|
Index
Cumulative
Perfor-
mance
|
|
|
Investment
Cumulative
Performance
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
January
|
|
$
|
105.00
|
|
|
|
5.00%
|
|
|
|
10.00%
|
|
|
$
|
90.00
|
|
|
|
5.00%
|
|
|
|
10.00%
|
|
February
|
|
$
|
110.00
|
|
|
|
4.76%
|
|
|
|
9.52%
|
|
|
$
|
81.43
|
|
|
|
10.00%
|
|
|
|
18.57%
|
|
In the above example, the indexs cumulative performance was 10%, but Fund B gained slightly more than
20% (200% of 10%), due to the fact that Februarys additional gains were applied to a higher investment amount. Additionally, although the indexs trend was adverse to Fund Cs performance in both months, the cumulative loss to the
investment was less than 20%, due to the fact that Februarys additional losses were applied to an already-lowered investment amount. Because the index trended in one direction, compounding improved the cumulative performance of both Fund B and
Fund C.
This would also be true if the index trended in the other direction. However, in that instance, Fund C would outgain
200% of the indexs cumulative performance and Fund Bs losses would be slightly less than 200% of the indexs cumulative performance.
The Monthly Funds seek calendar month leveraged investment results and are not intended to be used by, and are not appropriate for, investors who do not intend to actively monitor and manage their
portfolios. These Funds are very different from most mutual funds. First each Monthly Fund pursues monthly leveraged investment goals, which means that the Monthly Funds are riskier than alternatives that do not use leverage because the Funds
magnify the performance of the benchmark of an investment. Second, the Bear Fund pursues investment goals which are inverse to the performance of its benchmark; a result opposite of most other mutual funds. Third, the Monthly Funds seek calendar
month leveraged investment results. An investor who purchases shares on a day other than the last business day of a calendar month will generally receive more, or less, than 200% exposure to the target index from that point until the end of the
month. The actual exposure is a function of the performance of the benchmark from the end of the prior calendar month and such investor should consult the Funds website to determine the then projected exposure before investing in the Fund. If
a Monthly Funds shares are held through the end of a calendar month or months, the Funds performance is likely to deviate from the multiple of the benchmark performance for the longer period. This deviation will increase with higher
index volatility and longer holding periods. As a consequence, investors should not plan to hold the funds unmonitored through the end of a month or for longer periods of time. Further, the return for investors that invest for periods less than a
calendar month or for a period different than the calendar month may not be the product of the return of the index for such shorter period and the magnification point for the Fund. The Funds are not suitable for all investors.
For investments held through the end of a calendar month, volatility in the performance of the benchmark from month to month is the primary
cause of any disparity between a Monthly Funds actual returns, the product of the Monthly Funds beta and the returns of the benchmark for such longer period. Volatility causes such disparity because it exacerbates the effects of
compounding on a Monthly Funds returns. For example, consider the following three examples:
Example 1 Benchmark
Index Experiences Low Volatility
Mary invests $10.00 in a 2X Fund on the last day of Calendar Month 1. During Calendar Month
2, the Funds benchmark rises from 100 to 102, a 2% gain. Marys investment rises 4% to $10.40. Mary holds her investment through the end of Calendar Month 3, during which the Funds benchmark rises from 102 to 104, a gain of 1.96%.
Marys investment rises to $10.81, a gain during Calendar Month 3 of 3.92%. For the two calendar month period since Mary invested in the Fund, the benchmark gained 4% although Marys investment increased by 8.1%. Because the benchmark
index continued to trend upwards with low volatility, Marys return closely correlates to the 200% return of the return of the index for the period.
Example 2 Benchmark Index Experiences High Volatility
Mary invests $10.00
in a 2X Fund on the last day of Calendar Month 1. During Calendar Month 2, the Funds benchmark rises from 100 to 110, a 10% gain, and Marys investment rises 20% to $12.00. Mary continues to hold her investment through the end of Calendar
Month 3, during which the Funds benchmark declines from 110 to 90, a loss of 18.18%. Marys investment declines by 36.4%, from $12.00 to $7.64. For the two calendar month period since Mary invested in the Fund, the Funds benchmark
index lost 10% while Marys investment decreased from $10 to $7.64, a 23.6% loss. The volatility of the benchmark affected the correlation between the benchmark indexs return for the two calendar month period and Marys return. In
this situation, Mary lost more than two times the return of the benchmark index.
Example 3 Intra Month Investment with
Volatility
The examples above assumed that Mary purchased the Fund on the last day of the relevant calendar month and
received exposure equal to 200% of her investment. If she made an investment on a subsequent day, she would have
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|
DIREXION FUNDS PROSPECTUS
|
|
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|
17
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|
received a beta determined by the performance of the benchmark from the end of the prior calendar month until the date of the purchase.
Mary invests $10.00 in a 2X Fund on the 5th day of Calendar Month 1. From the end of the prior calendar month until the day on which Mary
invests, the index moves from 100 to 102, a 2% gain. In light of that gain, the Fund beta at the point at which Mary invests is 196%. During the remainder of Calendar Month 1, the Funds benchmark rises from 102 to 110, a gain of 7.84%, and
Marys investment rises 15.4% (which is the benchmark gain of 7.84% multiplied by the 196% beta that she received) to $11.54. Mary continues to hold her investment through the end of Calendar Month 2, during which the Funds benchmark
declines from 110 to 90, a loss of 18.18%. Marys investment declines by 36.4%, from $11.54 to $7.34. For the period of Marys investment, the Funds benchmark declined from 102 to 90, a loss of 11.76%, while Marys investment
decreased from $10.00 to $7.34, a 26.6% loss. The volatility of the benchmark affected the correlation between the benchmark indexs return for the two calendar month period and Marys return. In this situation, Mary lost more than two
times the return of the benchmark index. Mary was also hurt because she missed the first 2% move of the benchmark and had a beta of 196% for the remainder of Calendar Month 1.
The Funds are designed to be used by traders and active investors employing dynamic strategies. Such investors are expected to monitor and manage their portfolios frequently, and certainly at least monthly.
The Funds should be utilized only by sophisticated investors who (a) understand the risks associated with the use of leverage, (b) understand the consequences of seeking calendar month leveraged investment results, (c) understand the
risk of shorting, and (d) intend to actively monitor and manage their investments. Investors who do not understand the Funds or do not intend to actively manage their funds and monitor their investments should not buy the Funds. There is no
assurance that the Funds will achieve their objectives and an investment in a Fund could lose money. No single Fund is a complete investment program.
Defensive Policy.
Generally, each Monthly Fund pursues its investment objective regardless of market conditions and does not take defensive positions. As a consequence, a Monthly Fund will generally
not adopt defensive positions by investing in cash or other instruments in anticipation of an adverse climate for its index or benchmark. However, if a Monthly Funds target index has moved dramatically in a particular direction and Rafferty
believes a reversal is likely, Rafferty may attempt to hedge some portion of the Funds portfolio against such a reversal. Such hedging strategies include, but are not limited to, the purchase of put options to hedge against a decline in a Bull
Funds portfolio and the purchase of call options to hedge against a decline in a Bear Funds portfolio. Hedging strategies will increase a Funds expenses, reduce net assets and reduce upside to some extent. To reduce the cost of
such a hedging strategy, Rafferty may sell options, which will reduce a Funds upside if such options move against the Fund. In addition, because it may be difficult for a Fund to achieve its stated investment objective any time its assets fall
below $2 million, Rafferty may invest the assets of any such Fund in short-term U.S. government securities until the level of net assets is sufficient to permit the desired investments. As a result, such Fund may not achieve its investment objective
during this period. To find out if a Fund has sufficient assets to invest to attempt to meet its objective, you may call (800) 851-0511.
Market Volatility.
Each Monthly Fund seeks to provide a return which is a multiple of the calendar month performance of its benchmark. No Monthly Fund attempts to, and no Monthly Fund should be
expected to, provide returns which are a multiple of the return of the benchmark for periods other than a calendar month. Each Monthly Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar
months gains or reducing exposure in response to that calendar months losses.
Calendar month rebalancing will impair
a Monthly Funds performance if the benchmark experiences volatility. For instance, a hypothetical 2X Bull Fund would be expected to lose 4% (as shown in the Table 1 below) if its benchmark provided no return over a one year period during which
its benchmark experienced annualized volatility of 20%. A hypothetical 2X Bear Fund would be expected to lose 12% (as shown in the Table 1 below) if its benchmark provided no return over a one year period during which its benchmark experienced
annualized volatility of 20%. If the benchmarks annualized volatility were to rise to 40%, the hypothetical loss for a one year period for a Bull Fund widens to approximately 15% while the loss for a Bear Fund rises to 45%. At higher ranges of
volatility, there is a chance of a near complete loss of Fund value even if the benchmark is flat. For instance, if annualized volatility of the benchmark is 90%, both a Bull and a Bear Fund targeted to the same benchmark would be expected to lose
more than 76% and 99% respectively, of their value even if the cumulative benchmark return for the year was 0%. An indexs volatility rate is a statistical measure of the magnitude of fluctuations in the returns of an index.
|
|
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|
|
|
|
|
|
18
|
|
|
|
DIREXION FUNDS PROSPECTUS
|
Table 1 Negative Implications of Volatility
|
|
|
|
|
|
|
|
|
Volatility
Range
|
|
2X Bull Fund
Loss
|
|
|
2X Bear Fund
Loss
|
|
10%
|
|
|
1%
|
|
|
|
3%
|
|
20%
|
|
|
4%
|
|
|
|
12%
|
|
30%
|
|
|
9%
|
|
|
|
26%
|
|
40%
|
|
|
15%
|
|
|
|
45%
|
|
50%
|
|
|
23%
|
|
|
|
65%
|
|
60%
|
|
|
33%
|
|
|
|
92%
|
|
70%
|
|
|
47%
|
|
|
|
99%
|
|
80%
|
|
|
55%
|
|
|
|
99%
|
|
90%
|
|
|
76%
|
|
|
|
99%
|
|
100%
|
|
|
84%
|
|
|
|
99%
|
|
The volatility rate for the NYSE 7-10 Year Treasury Bond Index over the twelve months ended
March 31, 2013 is 4.70%. Since market volatility, like that experienced by the markets recently, has negative implications for Funds which rebalance on a calendar month basis, investors should be sure to monitor and manage their investments in
the Funds, particularly in volatile markets. The negative implications of volatility can be combined with the recent volatility ranges to give investors some sense of the risks of holding the Funds for long periods.
This information is
intended to simply underscore the fact that the Funds that seek calendar month leveraged investment results are not intended to be used by, and are not appropriate for, investors who do not intend to actively monitor and manage their
portfolios.
A Precautionary Note to Investors Regarding Dramatic Index Movement
.
The Bull Fund seeks
calendar month exposure to its target index equal to 200% of its net assets while the Bear Fund seeks calendar month exposure to its target index equal to 200% of its net assets. As a consequence, a Fund could theoretically lose an amount
greater than its net assets in the event of a movement of its target index in excess of 50% in a direction adverse to the Fund (meaning a decline in the value of the target index of the Bull Fund and a gain in the value of the target index for the
Bear Fund). Rafferty will attempt to position each Funds portfolio to ensure that a Fund does not lose more than 90% of its net asset value (NAV) in a given calendar month. The cost of such downside protection will be symmetrical
limitations on gains. If Rafferty successfully positions a Funds portfolio to provide such limits, a Funds portfolio and NAV will not be responsive to movements in its target index beyond 45% in a given calendar month, whether that
movement is favorable or adverse to the Fund. For example, if the Bull Funds target index were to gain 50%, the Bull Fund might be limited to a calendar month gain of 90%, which corresponds to 200% of an index gain of 45%, rather than 200% of
the index gain of 50%. Rafferty cannot be assured of similarly limiting a Funds losses and shareholders should not expect such protection. In short, the risk of total loss exists. In the event of a severe index movement which results in a
limit on gains and losses, a Funds performance may be inconsistent with its stated investment objective.
The Projected
Calendar Month Return of the Bull Fund.
The Bull Fund seeks to provide a calendar month return that is a multiple of the calendar month return of a target index or benchmark. Doing so requires the use of leveraged investment techniques, which
necessarily incur financing charges. For instance, the Direxion Monthly 7-10 Year Treasury Bull 2X Fund seeks exposure to its benchmark in an amount equal to 200% of its assets, meaning it uses leveraged investment techniques to seek exposure to the
NYSE 7-10 Year Treasury Bond Index in an amount equal to 200% of its net assets. In light of the financing charges and the Bull Funds operating expenses, the expected return of the Bull Fund is equal to the gross expected return, which is the
calendar month benchmark return multiplied by 200%, minus (i) financing charges incurred by the portfolio and (ii) calendar month operating expenses. For instance, if the NYSE 7-10 Year Treasury Bond Index returns 5% in a given calendar
month, the gross expected return of the Direxion Monthly 7-10 Year Treasury Bull 2X Fund would be 10%, but the net expected return, which factors in the cost of financing the portfolio and the impact of operating expenses, would be lower. Each Fund
will reposition its portfolio on the last business day of a calendar month. Therefore, if an investor purchases Fund shares on the last business day of a calendar month, the investors exposure to the target index of the Bull Fund would reflect
200% of the performance of the index during the next calendar month, subject to charges and expenses noted above, regardless whether the investor sells the shares during that calendar month.
The Projected Calendar Month Return of the Bear Fund.
The Bear Fund seeks to provide a calendar month return which is a multiple of
the inverse (or opposite) of the calendar month return of a target index or benchmark. To create the necessary exposure, the Bear Fund engages in short selling borrowing and selling securities it does not own. The money that the Bear Fund
receives from short sales the short sale proceeds is an asset of the Bear Fund that can generate income to help offset the Bear Funds operating expenses. However, the costs of creating short exposure, which may require the
Funds counterparties to borrow and sell certain securities, may offset or outweigh such income. Each Fund will reposition its portfolio on the last business day of a calendar month. Therefore, if an investor purchases Fund shares on the last
business day of a calendar month, the investors exposure to the target index of the Bear Fund would reflect 200% of the inverse performance of the index during the next calendar month, subject to charges and expenses noted above, regardless
whether the investor sells the shares during that calendar month.
|
|
|
|
|
|
|
DIREXION FUNDS PROSPECTUS
|
|
|
|
19
|
|
|
The Projected Returns of the Monthly Funds for Intra-Calendar Month Purchases.
The
Monthly Funds seek calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar
month will generally receive more, or less, than 200% exposure to the target index, depending on the performance of the target index. If the target index moves in a direction favorable to the Monthly Fund, the investor will receive exposure to the
target index less than 200%. Conversely, if the target index moves in a direction adverse to the Monthly Fund, the investor will receive exposure to the target index greater than 200%. Investors may consult the Funds website at any point
during the month to determine how the current value of a Funds target index relates to the value of the target index at the end of the calendar month. Graph 1 below indicates how the exposure to the target index of an investment in the Bull 2X
Fund would vary based upon a range of market movements if the investor purchases Fund shares after the last business day of the calendar month and before the last business day of the next calendar month. Graph 2 below indicates how the exposure to
the target index of an investment in the Bear 2X Fund would vary based upon a range of market movements if the investor purchases Fund shares after the last business day of the calendar month and before the last business day of the next calendar
month.
The graph and accompanying table below indicates
exposure for the Bull 2X Fund after movements of the index after the beginning of the month. For instance, as indicated below, if an investor purchases shares in the Bull 2X Fund after the end of one calendar month and before the end of the next
calendar month and the target index has gained 5% during that calendar month, the investors exposure would be 191% of the performance of the target index until the end of that calendar month. Conversely, if the target index has declined 5%,
the investors exposure would be 211% of the performance of the target index until the end of that calendar month. If the Bull Funds target index moves sharply from its value at the end of the prior calendar month, an investor who
purchases shares before the end of the next calendar month may receive exposure to the performance of the target index substantially in excess of 200% of a shareholders investment. For instance, as noted in Graph 1 below, if the target index
declines 20%, the investor would not receive 200% exposure to the performance of the target index, but would instead receive 267% exposure to the performance of the target index.
Graph 1 Intra-Period Exposure (Bull Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Index Move
|
|
|
20%
|
|
|
|
15%
|
|
|
|
10%
|
|
|
|
5%
|
|
|
|
0
%
|
|
|
|
5%
|
|
|
|
10%
|
|
|
|
15%
|
|
|
|
20%
|
|
Resulting Exposure
|
|
|
267%
|
|
|
|
243%
|
|
|
|
225%
|
|
|
|
211%
|
|
|
|
200
%
|
|
|
|
191%
|
|
|
|
183%
|
|
|
|
177%
|
|
|
|
171%
|
|
The graph and accompanying table below indicates exposure for the Bear 2X Fund after movements of the index
after the beginning of the month. For instance, as indicated below, if an investor purchases shares in the Bear 2X Fund after the end of one calendar month and before the end of the next calendar month and the target index has gained 5% during that
calendar month, the
|
|
|
|
|
|
|
|
|
20
|
|
|
|
DIREXION FUNDS PROSPECTUS
|
investors exposure would be 233% of the performance of the target index until the end of that calendar month. Conversely, if the target index has declined 5%, the investors
exposure would be 173% of the performance of the target index until the end of that calendar month. If the Bear Funds target index moves sharply from its value at the end of the prior calendar month, an investor who purchases shares
before the end of the next calendar month may receive exposure to the performance of the target index substantially in excess of 200% of a shareholders investment. For instance, as noted in Graph 2 below, if the target index gains 20%,
the investor would not receive 200% exposure to the performance of the target index, but would instead receive 400% exposure to the performance of the target index.
Graph 2 Intra-Period Exposure (Bear Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Index Move
|
|
|
20%
|
|
|
|
15%
|
|
|
|
10%
|
|
|
|
5%
|
|
|
|
0
%
|
|
|
|
5%
|
|
|
|
10%
|
|
|
|
15%
|
|
|
|
20%
|
|
Resulting Exposure
|
|
|
114%
|
|
|
|
131%
|
|
|
|
150%
|
|
|
|
173%
|
|
|
|
200
%
|
|
|
|
233%
|
|
|
|
275%
|
|
|
|
329%
|
|
|
|
400%
|
|
The Projected Returns of Bull and Bear Funds for Shares Held Longer Than a Calendar Month.
The
Monthly Funds seek calendar month leveraged investment results which should not be equated with seeking a leveraged goal for longer than a calendar month. For instance, if the NYSE 7-10 Year Treasury Bond Index gains 10% during a year, the Direxion
Monthly 7-10 Year Treasury Bull 2X Fund should not be expected to provide a return of 20% for the year even if it meets its calendar month target throughout the year. This is true because the pursuit of calendar month goals may result in calendar
month leveraged compounding, which means that the return of an index over a period of time greater than one calendar month multiplied by 200%, in the case of the Bull Fund, or 200%, in the case of the Bear Fund, will not generally equal a
Funds performance over that same period.
The following charts set out a range of hypothetical calendar month performances
during a given calendar year of an index and demonstrate how changes in the index impact the Monthly Funds performance for each calendar month and cumulatively up to, and including, the entire calendar year. The charts are based on a
hypothetical $100 investment in the Funds over a 12-month calendar period and do not reflect expenses of any kind.
|
|
|
|
|
|
|
DIREXION FUNDS PROSPECTUS
|
|
|
|
21
|
|
|
Table 3 The Market Lacks a Clear Trend for a Period Longer Than One
Month
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Index
|
|
|
Bull Fund
|
|
|
Bear Fund
|
|
|
|
Value
|
|
|
Calendar
Month
Performance
|
|
|
Cumulative
Performance
|
|
|
NAV
|
|
|
Calendar
Month
Performance
|
|
|
Cumulative
Performance
|
|
|
NAV
|
|
|
Calendar
Month
Performance
|
|
|
Cumulative
Performance
|
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
January
|
|
|
105
|
|
|
|
5.00%
|
|
|
|
5.00%
|
|
|
$
|
110.00
|
|
|
|
10.00%
|
|
|
|
10.00%
|
|
|
$
|
90.00
|
|
|
|
10.00%
|
|
|
|
10.00%
|
|
February
|
|
|
110
|
|
|
|
4.76%
|
|
|
|
10.00%
|
|
|
$
|
120.48
|
|
|
|
9.52%
|
|
|
|
20.47%
|
|
|
$
|
81.43
|
|
|
|
9.52%
|
|
|
|
18.57%
|
|
March
|
|
|
100
|
|
|
|
9.09%
|
|
|
|
0.00%
|
|
|
$
|
98.57
|
|
|
|
18.18%
|
|
|
|
1.43%
|
|
|
$
|
96.23
|
|
|
|
18.18%
|
|
|
|
3.76%
|
|
April
|
|
|
90
|
|
|
|
10.00%
|
|
|
|
10.00%
|
|
|
$
|
78.86
|
|
|
|
20.00%
|
|
|
|
21.14%
|
|
|
$
|
115.48
|
|
|
|
20.00%
|
|
|
|
15.48%
|
|
May
|
|
|
85
|
|
|
|
5.56%
|
|
|
|
15.00%
|
|
|
$
|
70.10
|
|
|
|
11.12%
|
|
|
|
29.91%
|
|
|
$
|
128.31
|
|
|
|
11.12%
|
|
|
|
28.33%
|
|
June
|
|
|
100
|
|
|
|
17.65%
|
|
|
|
0.00%
|
|
|
$
|
94.83
|
|
|
|
35.30%
|
|
|
|
5.17%
|
|
|
$
|
83.03
|
|
|
|
35.30%
|
|
|
|
16.97%
|
|
July
|
|
|
95
|
|
|
|
5.00%
|
|
|
|
5.00%
|
|
|
$
|
85.35
|
|
|
|
10.00%
|
|
|
|
14.65%
|
|
|
$
|
91.33
|
|
|
|
10.00%
|
|
|
|
8.67%
|
|
August
|
|
|
100
|
|
|
|
5.26%
|
|
|
|
0.00%
|
|
|
$
|
94.34
|
|
|
|
10.52%
|
|
|
|
5.68%
|
|
|
$
|
81.71
|
|
|
|
10.52%
|
|
|
|
18.28%
|
|
September
|
|
|
105
|
|
|
|
5.00%
|
|
|
|
5.00%
|
|
|
$
|
103.77
|
|
|
|
10.00%
|
|
|
|
3.76%
|
|
|
$
|
73.54
|
|
|
|
10.00%
|
|
|
|
26.45%
|
|
October
|
|
|
100
|
|
|
|
4.76%
|
|
|
|
0.00%
|
|
|
$
|
93.89
|
|
|
|
9.52%
|
|
|
|
6.12%
|
|
|
$
|
80.55
|
|
|
|
9.52%
|
|
|
|
19.45%
|
|
November
|
|
|
95
|
|
|
|
5.00%
|
|
|
|
5.00%
|
|
|
$
|
84.50
|
|
|
|
10.00%
|
|
|
|
15.51%
|
|
|
$
|
88.60
|
|
|
|
10.00%
|
|
|
|
11.39%
|
|
December
|
|
|
105
|
|
|
|
10.53%
|
|
|
|
5.00%
|
|
|
$
|
102.29
|
|
|
|
21.06%
|
|
|
|
2.28%
|
|
|
$
|
69.95
|
|
|
|
21.06%
|
|
|
|
30.05%
|
|
The cumulative annual performance of the index in Table 3 is 5%. The hypothetical return of the Bull Fund
for the calendar year is 2.28%, while the hypothetical return of the Bear Fund for the calendar year is 30.05%. The hypothetical return of the Bull Fund is 46% of the index return for the calendar year, while the hypothetical return of the
Bear Fund is 601% of the index return for the calendar year. The volatility of the benchmark performance and the lack of a clear trend means that a Funds gain or losses are somewhat random and bear little relationship to the performance of the
index for the year.
Table 4 The Market Rises in a Clear Trend
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Index
|
|
|
Bull Fund
|
|
|
Bear Fund
|
|
|
|
Value
|
|
|
Calendar
Month
Performance
|
|
|
Cumulative
Performance
|
|
|
NAV
|
|
|
Calendar
Month
Performance
|
|
|
Cumulative
Performance
|
|
|
NAV
|
|
|
Calendar
Month
Performance
|
|
|
Cumulative
Performance
|
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
January
|
|
|
102
|
|
|
|
2.00%
|
|
|
|
2.00%
|
|
|
$
|
104.00
|
|
|
|
4.00%
|
|
|
|
4.00%
|
|
|
$
|
96.00
|
|
|
|
4.00%
|
|
|
|
4.00%
|
|
February
|
|
|
104
|
|
|
|
1.96%
|
|
|
|
4.00%
|
|
|
$
|
108.08
|
|
|
|
3.92%
|
|
|
|
8.08%
|
|
|
$
|
92.24
|
|
|
|
3.92%
|
|
|
|
7.76%
|
|
March
|
|
|
106
|
|
|
|
1.92%
|
|
|
|
6.00%
|
|
|
$
|
112.24
|
|
|
|
3.84%
|
|
|
|
12.23%
|
|
|
$
|
88.69
|
|
|
|
3.84%
|
|
|
|
11.31%
|
|
April
|
|
|
108
|
|
|
|
1.89%
|
|
|
|
8.00%
|
|
|
$
|
116.47
|
|
|
|
3.78%
|
|
|
|
16.47%
|
|
|
$
|
85.34
|
|
|
|
3.78%
|
|
|
|
14.66%
|
|
May
|
|
|
110
|
|
|
|
1.85%
|
|
|
|
10.00%
|
|
|
$
|
120.78
|
|
|
|
3.70%
|
|
|
|
20.78%
|
|
|
$
|
82.18
|
|
|
|
3.70%
|
|
|
|
17.82%
|
|
June
|
|
|
112
|
|
|
|
1.82%
|
|
|
|
12.00%
|
|
|
$
|
125.18
|
|
|
|
3.64%
|
|
|
|
25.17%
|
|
|
$
|
79.19
|
|
|
|
3.64%
|
|
|
|
20.81%
|
|
July
|
|
|
114
|
|
|
|
1.79%
|
|
|
|
14.00%
|
|
|
$
|
129.65
|
|
|
|
3.58%
|
|
|
|
29.66%
|
|
|
$
|
76.36
|
|
|
|
3.58%
|
|
|
|
23.64%
|
|
August
|
|
|
116
|
|
|
|
1.75%
|
|
|
|
16.00%
|
|
|
$
|
134.20
|
|
|
|
3.50%
|
|
|
|
34.19%
|
|
|
$
|
73.68
|
|
|
|
3.50%
|
|
|
|
26.31%
|
|
September
|
|
|
118
|
|
|
|
1.72%
|
|
|
|
18.00%
|
|
|
$
|
138.82
|
|
|
|
3.44%
|
|
|
|
38.81%
|
|
|
$
|
71.14
|
|
|
|
3.44%
|
|
|
|
28.85%
|
|
October
|
|
|
120
|
|
|
|
1.69%
|
|
|
|
20.00%
|
|
|
$
|
143.53
|
|
|
|
3.38%
|
|
|
|
43.50%
|
|
|
$
|
68.73
|
|
|
|
3.38%
|
|
|
|
31.25%
|
|
November
|
|
|
122
|
|
|
|
1.67%
|
|
|
|
22.00%
|
|
|
$
|
148.31
|
|
|
|
3.34%
|
|
|
|
48.30%
|
|
|
$
|
66.44
|
|
|
|
3.34%
|
|
|
|
33.55%
|
|
December
|
|
|
124
|
|
|
|
1.64%
|
|
|
|
24.00%
|
|
|
$
|
153.18
|
|
|
|
3.28%
|
|
|
|
53.16%
|
|
|
$
|
64.26
|
|
|
|
3.28%
|
|
|
|
35.73%
|
|
The cumulative annual performance of the index in Table 4 is 24%. The hypothetical return of the Bull Fund
for the calendar year is 53.16%, while the hypothetical return of the Bear Fund for the calendar year is 35.73%. The hypothetical return of the Bull Fund is 222% of the index return for the calendar year, while the hypothetical return of the
Bear Fund is 149% of the index return for the calendar year. In this case, because of the trend, the Bull Fund gain is greater than 200% of the index gain and the Bear Fund decline is less than 200% of the index gain for the year.
|
|
|
|
|
|
|
|
|
22
|
|
|
|
DIREXION FUNDS PROSPECTUS
|
Table 5 The Market Declines in a Clear Trend
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Index
|
|
|
Bull Fund
|
|
|
Bear Fund
|
|
|
|
Value
|
|
|
Calendar
Month
Performance
|
|
|
Cumulative
Performance
|
|
|
NAV
|
|
|
Calendar
Month
Performance
|
|
|
Cumulative
Performance
|
|
|
NAV
|
|
|
Calendar
Month
Performance
|
|
|
Cumulative
Performance
|
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
|
|
January
|
|
|
98
|
|
|
|
2.00%
|
|
|
|
2.00%
|
|
|
$
|
96.00
|
|
|
|
4.00%
|
|
|
|
4.00%
|
|
|
$
|
104.00
|
|
|
|
4.00%
|
|
|
|
4.00%
|
|
February
|
|
|
96
|
|
|
|
2.04%
|
|
|
|
4.00%
|
|
|
$
|
92.08
|
|
|
|
4.08%
|
|
|
|
7.92%
|
|
|
$
|
108.24
|
|
|
|
4.08%
|
|
|
|
8.24%
|
|
March
|
|
|
94
|
|
|
|
2.08%
|
|
|
|
6.00%
|
|
|
$
|
88.24
|
|
|
|
4.16%
|
|
|
|
11.75%
|
|
|
$
|
112.76
|
|
|
|
4.16%
|
|
|
|
12.75%
|
|
April
|
|
|
92
|
|
|
|
2.13%
|
|
|
|
8.00%
|
|
|
$
|
84.49
|
|
|
|
4.26%
|
|
|
|
15.51%
|
|
|
$
|
117.55
|
|
|
|
4.26%
|
|
|
|
17.55%
|
|
May
|
|
|
90
|
|
|
|
2.17%
|
|
|
|
10.00%
|
|
|
$
|
80.82
|
|
|
|
4.34%
|
|
|
|
19.17%
|
|
|
$
|
122.66
|
|
|
|
4.34%
|
|
|
|
22.65%
|
|
June
|
|
|
88
|
|
|
|
2.22%
|
|
|
|
12.00%
|
|
|
$
|
77.22
|
|
|
|
4.44%
|
|
|
|
22.76%
|
|
|
$
|
128.12
|
|
|
|
4.44%
|
|
|
|
28.10%
|
|
July
|
|
|
86
|
|
|
|
2.27%
|
|
|
|
14.00%
|
|
|
$
|
73.71
|
|
|
|
4.54%
|
|
|
|
26.27%
|
|
|
$
|
133.94
|
|
|
|
4.54%
|
|
|
|
33.91%
|
|
August
|
|
|
84
|
|
|
|
2.33%
|
|
|
|
16.00%
|
|
|
$
|
70.29
|
|
|
|
4.66%
|
|
|
|
29.71%
|
|
|
$
|
140.17
|
|
|
|
4.66%
|
|
|
|
40.15%
|
|
September
|
|
|
82
|
|
|
|
2.38%
|
|
|
|
18.00%
|
|
|
$
|
66.94
|
|
|
|
4.76%
|
|
|
|
33.05%
|
|
|
$
|
146.84
|
|
|
|
4.76%
|
|
|
|
46.82%
|
|
October
|
|
|
80
|
|
|
|
2.44%
|
|
|
|
20.00%
|
|
|
$
|
63.67
|
|
|
|
4.88%
|
|
|
|
36.32%
|
|
|
$
|
154.01
|
|
|
|
4.88%
|
|
|
|
53.99%
|
|
November
|
|
|
78
|
|
|
|
2.50%
|
|
|
|
22.00%
|
|
|
$
|
60.49
|
|
|
|
5.00%
|
|
|
|
39.50%
|
|
|
$
|
161.71
|
|
|
|
5.00%
|
|
|
|
61.69%
|
|
December
|
|
|
76
|
|
|
|
2.56%
|
|
|
|
24.00%
|
|
|
$
|
57.39
|
|
|
|
5.12%
|
|
|
|
42.60%
|
|
|
$
|
170.00
|
|
|
|
5.12%
|
|
|
|
69.97%
|
|
The cumulative annual performance of the index in Table 5 is 24%. The hypothetical return of the Bull
Fund for the calendar year is 42.60%, while the hypothetical return of the Bear Fund for the calendar year is 69.97%. The hypothetical return of the Bull Fund is 178% of the index return for the calendar year, while the hypothetical return of
the Bear Fund is 292% of the index return for the calendar year. In this case, because of the trend, the Bull Fund decline is less than 200% of the index decline and the Bear Fund gain is greater than 200% of the index decline for the year.
|
|
|
|
|
|
|
DIREXION FUNDS PROSPECTUS
|
|
|
|
23
|
|
|
Hypothetical Holding Period Timeline
The performance of the Monthly Funds for a period other than a month will depend on a variety of factors. The table below seeks to
illustrate the hypothetical performance, relative to an index, of the Bull Fund which seeks 200% of the calendar month returns of an index. The table uses a two month period (January and February) and shows the hypothetical performance of
investments with different holding periods within the two months. Index values and percentage returns are in the orange bars and Fund values and returns are in the green bars.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan. 1
|
|
Jan. 15
|
|
|
Jan. 31
|
|
Feb. 1
|
|
Feb. 15
|
|
Feb. 28
|
Index Values
|
|
100
|
|
|
105
|
|
|
110
|
|
105
|
|
120
|
Fund NAV
|
|
$100.00
|
|
$
|
110.00
|
|
|
$120.00
|
|
$109.09
|
|
$141.82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A holding period which begins on the reset date receives 200% exposure to benchmark moves until next reset or exit from the position.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan. 1
|
|
Jan. 15
|
|
|
|
|
|
|
|
|
|
|
|
Index = 5.00%
|
|
|
|
|
|
|
|
|
|
|
|
Fund = 10.00%
|
|
|
The return of the Fund for the first two weeks of January is 200% of the index return.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan. 1
|
|
|
|
|
Jan. 31
|
|
|
|
|
|
|
|
|
Index Return = 10.00%
|
|
|
|
|
|
|
|
|
Fund Return = 20%
|
|
The return of the Fund for the month of January is 200% of the index return.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A holding period which begins after a reset date receives exposure which is a function of benchmark moves since reset
date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan. 15
|
|
Jan. 31
|
|
Since the index moved in favor of the Fund for the first two weeks of
January, a mid-month purchaser receives less than 200% exposure. For
the 2nd half
of the month, the Fund returns 191% of the index return for the
same period.
|
|
|
Index = 4.76%
|
|
|
|
Fund = 9.09%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversely, since the index moved against the Fund for the first two weeks of February, a mid-month
purchaser receives more than 200% exposure. The Fund returned 210% of the index return for the 2nd half of February.
|
|
Feb. 15
|
|
Feb. 28
|
|
|
Index = 14.29%
|
|
|
Fund = 30.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A holding period which continues past a monthly reset date is subject to monthly rebalancing, which impacts cumulative return.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan. 1
|
|
|
|
|
|
Feb. 15
|
|
The Fund return for the six weeks from is
182% of the index return for the period.
|
|
|
Index = 5.00%
|
|
|
|
Fund =9.09%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan. 1
|
|
|
|
|
|
|
|
|
|
Feb. 28
|
|
|
Index = 20.00%
|
|
|
Fund = 41.82%
|
|
|
The Fund return for the two months is 209% of the index return of the same period.
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
DIREXION FUNDS PROSPECTUS
|
RISKS
An investment in any of the Funds entails risks. The Funds could lose money, or their performance could trail that of other investment
alternatives. Rafferty cannot guarantee that any of the Funds will achieve their objective. In addition, the Funds present some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks
listed below and understand how these risks interrelate before making an investment in the Funds. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many
issuers worldwide, which could have an adverse effect on the Funds. The table below provides additional information regarding the risks of investing in the Funds. Following the table, each risk is explained.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active
and
Frequent
Trading
Risk
|
|
Adverse
Market
Conditions
Risk
|
|
Advisers
Investment
Strategy
Risk
|
|
Counterparty
Risk
|
|
Derivatives
Risk
|
|
Early
Close /
Trading
Halt
Risk
|
|
Effects of
Compounding
and Market
Volatility Risk
|
|
Gain
Limitation
Risk
|
|
Interest
Rate
Risk
|
|
Intra-
Calendar
Month
Investment
Risk
|
|
Inverse
Correlation
Risk
|
Direxion Monthly 7-10 Year Treasury Bull 2X Fund
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
Direxion Monthly 7-10 Year Treasury Bear 2X Fund
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage
Risk
|
|
Liquidity
Risk
|
|
Market
Risk
|
|
Market
Timing
Activity
Risk
|
|
Monthly
Correlation
Risk
|
|
Negative
Implications
of Monthly
Goals in
Volatile
Markets
|
|
Non-
Diversifi-
cation
Risk
|
|
Regulatory
Risk
|
|
Risks of
Investing
in Other
Investment
Companies
(including
ETFs)
|
|
Shorting
Risk
|
|
Tracking
Error
Risk
|
|
U.S.
Government
Securities
Risk
|
Direxion Monthly 7-10 Year Treasury Bull 2X Fund
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
Direxion Monthly 7-10 Year Treasury Bear 2X Fund
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
|
|
|
|
DIREXION FUNDS PROSPECTUS
|
|
|
|
25
|
|
|
Active and Frequent Trading Risk
Each Fund may engage in active and
frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when
distributed to them.
Adverse Market Conditions Risk
Where the performance of a Fund is designed to correlate to the performance of an index or benchmark, a Funds performance will suffer
during conditions which are adverse to the Funds investment goals. For example, if the target index has risen over a given calendar month, a Bear Funds performance should fall. Conversely, if the target index has fallen over a given
calendar month, a Bull Funds performance also should fall.
Advisers Investment Strategy Risk
The Adviser utilizes a quantitative methodology to select investments for the Funds. Although this methodology is designed to correlate the
Funds performance with the performance of their Index, there is no assurance that such methodology will be successful and will enable the Funds to achieve their investment objective.
The Funds may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group
of securities or asset class without actually purchasing those securities or investments, or to hedge a position. Such financial instruments may include swap agreements and structured notes. The Funds will use short-term counterparty agreements to
exchange the returns (or differentials in rates of return) earned or realized in particular predetermined investments or instruments. The Funds will not enter into any agreement involving a counterparty unless the Adviser believes that the other
party to the transaction is creditworthy. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Funds bear the risk of loss of the
amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. In addition, the Funds may enter into swap agreements with a limited number of counterparties, and certain of the Funds
may invest in commodity-linked structured notes issued by a limited number of issuers that will act as counterparties, which may increase the Funds exposure to counterparty credit risk. The Funds do not specifically limit their counterparty
risk with respect to any single counterparty. Swap agreements also may be considered to be illiquid. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Funds and, as a
result, the Funds may not be able to achieve their investment objectives.
The Funds use investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, and other instruments that attempt to track the price movement of
underlying securities or indices, which may be considered aggressive. The derivative instruments that the Funds may invest in are described in Additional Information Regarding Investment Techniques and Policies. Investments in
derivatives in general are subject to market risks that may cause their prices to fluctuate over time. In addition, such instruments may experience potentially dramatic price changes (losses) and imperfect correlations between the price of the
contract and the underlying security or index which will increase the volatility of the Funds and may involve a small investment of cash relative to the magnitude of the risk assumed. The use of derivatives may as of the date of this Prospectus
expose the Funds to additional risks that they would not be subject to if they invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives
may result in larger losses or smaller gains than investing in the underlying securities directly. The derivatives that the Funds may invest in include:
|
|
|
Futures.
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
|
|
|
|
|
|
|
|
|
|
26
|
|
|
|
DIREXION FUNDS PROSPECTUS
|
|
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.
|
|
|
|
Swap Agreements.
In an interest rate swap, a Fund and another party exchange the right to receive interest payments on a security or other
reference rate. The terms of the instrument are generally negotiated by a Fund and its swap counterparty. In a total return swap, one party agrees to pay the other party an amount equal to the total return on a defined underlying asset or a
non-asset reference during a specified period of time. The underlying asset might be a security or basket of securities or a non-asset reference such as a securities index. In return, the other party would make periodic payments based on a fixed or
variable interest rate or on a total return from a different underlying asset or non-asset reference. Swap agreements are subject to counterparty risk, which relates to credit risk of the counterparty and liquidity risk for the swaps themselves.
|
Early Close/Trading Halt Risk
An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial
instruments may be restricted, which may result in a Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, a Fund may be unable to rebalance its portfolio, may be unable to accurately price its
investments and/or may incur substantial trading losses.
Effects of Compounding and Market Volatility Risk
There can be no guarantee that a Fund will achieve a high degree of correlation with its investment objective relative to its benchmark
index. A failure to achieve a high degree of correlation may prevent a Fund from achieving its investment objective. A number of factors may adversely affect a Funds correlation with its benchmark, including fees, expenses, transaction costs,
costs associated with the use of leveraged investment techniques, income items and accounting standards. A Fund may not have investment exposure to all securities in its underlying benchmark index, or its weighting of investment exposure to such
stocks or industries may be different from that of the index. In addition, a Fund may invest in securities or financial instruments not included in the index underlying its benchmark. A Fund may be subject to large movements of assets into and out
of the Fund, potentially resulting in the Fund being over- or under-exposed to its benchmark. Activities surrounding annual index reconstitutions and other index rebalancing or reconstitution events may hinder the Funds ability to meet their
monthly investment objective on the calendar-month end. Each Fund seeks to rebalance its portfolio monthly to keep leverage consistent with each Funds monthly investment objective.
Each Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods
other than a calendar month. Each Fund rebalances its portfolio on a calendar month-end basis, increasing exposure in response to that months gains or reducing exposure in response to that months losses. This means that for a period
longer than one month, the pursuit of monthly goals may result in monthly leveraged compounding. It also means that the return of an index over a period of time greater than one month multiplied by the Funds daily target (
e.g.
, 200% or
200%) generally will not equal the Funds performance over that same period.
As a result, over time, the cumulative
percentage increase or decrease in the value of the Funds portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Funds underlying index due to the compounding effect
of losses and gains on the returns of the Fund. It also is expected that the Funds use of leverage will cause the Fund to underperform the compounded return of two times (for a 2X Fund) its benchmark in a trendless or flat market.
The effect of compounding becomes more pronounced on the Funds performance as the Index experiences volatility. The Indexs
volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index.
Rafferty will attempt to position each Funds portfolio to ensure that a Fund does not lose more than 90% of its NAV in a given calendar
month. The cost of such downside protection will be limitations on a Funds gains. As a consequence, a Funds portfolio may not be responsive to index movements beyond 45% in a given calendar month in a direction favorable to the Fund. For
example, if the Bull Funds target index were to gain 50%, the Bull Fund might be
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DIREXION FUNDS PROSPECTUS
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27
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limited to a calendar month gain of 90% rather than 100%, which is 200% of the index gain of 50%.
Debt securities have varying levels of sensitivity to changes in interest rates. The U.S. is currently in a period of historically-low
interest rates and it is unclear how much longer interest rates will remain at their current levels. Changes or volatility in interest rates may adversely affect the performance of the Funds. In general, the price of a debt security may fall when
interest rates rise and may rise when interest rates fall. Securities with longer maturities and mortgage securities can be more sensitive to interest rate changes. In other words, the longer the maturity of a security, the greater the impact a
change in interest rates could have on the securitys price. In addition, short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend to react to changes in short-term
interest rates, and long-term securities tend to react to changes in long-term interest rates. The impact of an interest rate changes may be significant for other asset classes as well, whether because of the impact of interest rates on economic
activity or because of changes in the relative attractiveness of asset classes due to changes in interest rates. For instance, higher interest rates may make investments in debt securities more attractive, thus reducing investments in equities.
Intra-Calendar Month Investment Risk
The Funds seek calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a
calendar month. Thus, an investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the target index, depending upon the movement of the
target index from the end of the prior calendar month until the point of purchase. If the target index moves in a direction favorable to the Fund, the investor will receive exposure to the target index less than 200%. Conversely, if the target index
moves in a direction adverse to the Fund, the investor will receive exposure to the target index greater than 200%. Investors may consult the Funds website at any point during the month to determine how the current value of a Funds
target index relates to the value of the target index at the end of the calendar month. In addition, Graph 1 and the accompanying text on page 20 provide a detailed discussion of such risk.
The Bear Fund is negatively correlated to its index or benchmark and should lose money when its index or benchmark rises a result that
is the opposite from traditional mutual funds. Because the Bear Fund seeks calendar month returns inverse by a defined percentage to its index or benchmark, the difference between the Bear Funds calendar month return and the performance of its
index or benchmark may be negatively compounded during periods in which the markets decline.
Funds that employ leverage are exposed to the risk that adverse calendar month performance of a Funds target index will be leveraged. This means that, if a Funds target index experiences an
adverse calendar month performance, your investment in the Fund will be reduced by an amount equal to 2% for every 1% of adverse performance, not including the cost of financing the portfolio and the impact of operating expenses, which would further
lower your investment. A Fund could theoretically lose an amount greater than its net assets in the event of a movement of its target index in excess of 50% in a direction adverse to the Fund (meaning a decline in the value of the target index of
the Bull Fund and a gain in the value of the target index for the Bear Fund). Further, purchasing shares intra-calendar month may result in greater than 200% exposure to the performance of the target index if the target index moved in a direction
adverse to the Fund between the end of the last calendar month and the time the investor purchased Fund shares. Graph 1 and the accompanying text on page 20 provide a detailed discussion of such risks.
Some securities held by a Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is
forced to sell an illiquid security at an unfavorable time or at a price that is lower than Raffertys judgment of the securitys true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the
Fund from limiting losses, realizing gains or achieving a high correlation with the Index.
Each Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic
sectors, industries or segments of the market. The Bull Fund typically would lose value in a calendar month when its underlying index declines. The Bear Fund typically would lose value in a calendar month when its underlying index increases.
Market Timing Activity Risk
Rafferty expects a significant portion of the assets of each Fund to come from professional money managers and
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DIREXION FUNDS PROSPECTUS
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investors who use the Funds as part of asset allocation and market timing investment strategies. These strategies often call for frequent trading to take advantage of
anticipated changes in market conditions. Frequent trading could increase the rate of a Funds portfolio turnover, which involves correspondingly greater expenses to the Fund, including brokerage commissions or dealer mark-ups/mark-downs and
other transaction costs on the sale of securities and reinvestments in other securities. Such sales also may result in adverse tax consequences to a Funds shareholders from distributions to them of net gains realized on the sales. The trading
costs and tax effects associated with portfolio turnover may adversely affect the Funds performance. In addition, large movements of assets into and out of the Funds may have a negative impact on their ability to achieve their investment
objectives or their desired level of operating expenses. The risks associated with market timing activity and high portfolio turnover will have a negative impact on longer-term investments. Please see the Financial Highlights section of
this Prospectus for each Funds historic portfolio turnover rates.
There can be no guarantee that a Fund will achieve a high degree of correlation with its investment objective relative to its benchmark
index. A failure to achieve a high degree of correlation may prevent a Fund from achieving its investment objective. A number of factors may adversely affect a Funds correlation with its benchmark, including fees, expenses, transaction costs,
costs associated with the use of leveraged investment techniques, income items, accounting standards and significant purchase and redemption activity by Fund shareholders. A Fund may not have investment exposure to all securities in its underlying
benchmark index, or its weighting of investment exposure to such stocks or industries may be different from that of the index. In addition, a Fund may invest in securities or financial instruments not included in the index underlying its benchmark.
A Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its benchmark. Activities surrounding annual index reconstitutions and other index repositioning or
reconstitution events may hinder the Funds ability to meet their calendar month leveraged investment objective in that month. Each Fund seeks to rebalance its portfolio monthly to keep leverage consistent with each Funds calendar month
leveraged investment objective.
Negative Implications of Monthly Goals in Volatile Markets
Each Fund seeks to provide a return which is a multiple of the calendar month performance of its benchmark. No Fund attempts to, and no Fund
should be expected to, provide returns which are a multiple of the return of the index for periods longer than a single month. Each Fund repositions its portfolio on the last business day of a given calendar month, increasing exposure in response to
that calendar months gains or reducing exposure in response to that calendar months losses. If adverse calendar month performance of a Funds target index reduces the amount of a shareholders investment, any further adverse
calendar month performance will lead to a smaller dollar loss because the shareholders investment had already been reduced by the prior adverse performance. Equally, however, if favorable calendar month performance of a Funds target
Index increases the amount of a shareholders investment, the dollar amount lost due to future adverse performance will increase correspondingly.
Monthly repositioning will impair a Funds performance if the index experiences volatility. For instance, a hypothetical 2X Fund, whether Bull or Bear, would be expected to lose 1.18% (as shown in Graph
3 below) if its index were flat over a hypothetical one year period during which its index experienced annualized volatility of 15%. If the indexs annualized volatility were to rise to 40%, the hypothetical loss for a one year period would
widen to approximately 12.11% (as illustrated in Graph 4). An indexs volatility rate is a statistical measure of the magnitude of fluctuations in the returns of an index. Other indexes to which the Funds are benchmarked have different
historical volatility rates; the current volatility rates for certain of the Trusts other Funds are substantially in excess of 40%. Since market volatility, like that experienced by the markets currently, has negative implications for Funds
which rebalance monthly, investors should be sure to monitor and manage their investments in the Funds in volatile markets.
The
following graphs assume that the Fund perfectly achieves its investment objective. To isolate the impact of leverage, these graphs assume a) no dividends paid by the companies included on the index; b) no fund expenses; and c) borrowing/lending
rates (to obtain required leverage) of zero percent. If fund expenses were included, the Funds performance would be lower than that shown.
Graph 3 Hypothetical Fund Performance With Lower Volatility
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DIREXION FUNDS PROSPECTUS
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29
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Graph 4 Hypothetical Fund Performance With Higher Volatility
A non-diversified fund invests a high percentage of its assets in a limited number of securities. A non-diversified funds NAVs and
total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.
Each Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Funds operations and/or change the
competitive landscape. In particular, there is no guarantee that the Bear Fund will be permitted to continue to engage in short sales, which are designed to earn the Fund a profit from the decline of the price of a particular security, basket of
securities or index.
Risks of Investing in Other Investment Companies (including ETFs )
Investments in the securities of other investment companies (including ETFs) may involve duplication of advisory fees and certain other
expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Funds proportionate share of the fees and expenses paid by shareholders of the other
investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Funds own operations. The Funds performance may be magnified positively or negatively by virtue of its investment in
other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Funds investment will decline, adversely affecting the Funds performance. In addition, closed-end investment
company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares
depends on the demand in the market, the Adviser may not be able to liquidate a Funds holdings in those shares at the most optimal time, adversely affecting the Funds performance.
The Bear Fund may engage in short sales designed to earn the Fund a profit from the decline in the price of particular securities, baskets of securities or indices. Short sales are transactions in which a
Fund borrows securities from a broker and sells the borrowed securities. The Fund is obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. If the market price of the underlying security
goes down between the time the Fund sells the security and buys it back, the Fund will realize a gain on the transaction. Conversely, if the underlying security goes up in price during the period, the Fund will realize a loss on the transaction. Any
such loss is increased by the amount of premium or interest the Fund must pay to the lender of the security. Likewise, any gain will be decreased by the amount of premium or interest the Fund must pay to the lender of the security. The Funds
investment performance may also suffer if the Fund is required to close out a short position earlier than it had intended. This would occur if the securities lender required the Fund to deliver the securities the Fund borrowed at the commencement of
the short sale and the Fund was unable to borrow the securities from another securities lender or otherwise obtain the security by other means. In addition, a Fund may be subject to expenses related to short sales that are not typically associated
with investing in securities directly, such as costs of borrowing and margin account maintenance costs associated with the Funds open short positions. As the holder of a short position, a Fund also is responsible for paying the dividends and
interest accruing on the short position, which is an expense to the Fund that could cause the Fund to lose money on the short sale and may adversely affect its performance.
Several factors may affect a Funds ability to achieve its calendar month target. A Fund may have difficulty achieving its calendar
month target due to fees and expenses, high portfolio turnover, transaction costs and/or a temporary lack of liquidity in the markets for the securities held by a Fund. A failure to achieve a calendar month target may cause a Fund to provide returns
for a longer period that are worse than expected. In addition, even though a Fund may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or
benchmark for that period. Differences may result from the compounding effect of
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DIREXION FUNDS PROSPECTUS
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monthly market fluctuations, the use of leverage and the Bear Funds inverse correlation.
U.S. Government Securities Risk
A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of
interest and principal when held to maturity. The market prices for such securities are not guaranteed and will fluctuate. In addition, because many types of U.S. government securities trade actively outside the United States, their prices may rise
and fall as changes in global economic conditions affect the demand for these securities.
INDEX LICENSORS
NYSE 7-10 Year Treasury Bond Index.
Neither the Trust nor the Fund is sponsored, endorsed, sold or promoted by NYSE EURONEXT or its affiliates (NYSE EURONEXT). NYSE EURONEXT makes no
representation or warranty regarding the advisability of investing in securities generally, in the Fund particularly, or the ability of the NYSE 7-10 Year Treasury Bond Index
SM
, to track general stock market performance.
NYSE EURONEXT MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE NYSE TREASURY INDEXES OR ANY
DATA INCLUDED THEREIN. IN NO EVENT SHALL NYSE EURONEXT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
ABOUT YOUR INVESTMENT
A Funds share price is known as its NAV. The Funds calculate
their NAVs as of the close of regular trading on the NYSE, usually 4:00 p.m. Eastern time, each day the NYSE is open for business (Business Day.) However, on days that the Securities Industry and Financial Markets Association
(SIFMA) recommends that the bond markets close all day (a Bond Market Holiday), the Funds do not calculate their NAVs, even if the NYSE is open for business. On such days, orders for purchase or redemption will receive the
NAV next calculated on the following Business Day that is not a Bond Market Holiday. Similarly, on days that the bond markets close early, the Funds treat the portion of the day that the bond markets are closed as a Bond Market Holiday and calculate
their NAVs as of the SIFMA recommended closing time for the bond markets, which may be before 4:00 p.m. Eastern time, subject to the discretion of the Adviser. In such instances, orders for purchase or redemption that are received prior to the close
of bond markets will receive the NAV calculated at the time of the bond markets closure, whereas orders for purchase or redemption that are received thereafter will receive the NAV next calculated on the following Business Day that is not a Bond
Market Holiday. The value of a Funds assets that trade in markets outside the United States or in currencies other than the U.S. dollar may fluctuate on days that foreign markets are open but the Funds are not open for business.
All shareholder transaction orders received in good form by the Funds transfer agent or an authorized financial intermediary
by the close of regular trading (generally 4:00 p.m. Eastern time) will be processed at the next-calculated NAV.
Share
price is calculated by dividing a Funds net assets by its shares outstanding. The Funds use the following methods to price securities held in their portfolios:
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Equity securities listed and traded principally on any domestic or foreign national securities exchange are valued at the last sales price. Exchange
traded funds are valued at the last sales price prior to Valuation Time. Securities primarily traded in the NASDAQ Global
Market
®
are valued using the NASDAQ
®
Official Closing Price. Over-the counter securities are valued at the last sales price in the over-the-counter market. If, on a particular day, a security does not
trade, then the mean between the closing bid and asked prices will be used;
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Swap contracts are valued using the closing prices of the underlying reference entity or the closing value of the underlying reference index;
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Futures contracts are valued at (1) the settlement prices established each day on the exchange on which they are traded if the settlement price
reflects trading prior to the Valuation Time or (2) at the last sales price prior to the Valuation Time if the settlement prices established by the exchange reflects trading after Valuation Time;
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Options are valued at the composite price, using National Best Bid and Offer quotes;
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DIREXION FUNDS PROSPECTUS
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31
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Short-term debt securities with a maturity of 60 days or less and money market securities are valued using the amortized cost method;
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Other debt securities are valued by using the closing bid and asked prices provided by the Funds pricing service or, if such prices are unavailable,
by a matrix pricing method; and
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Securities and other assets for which market quotations are unavailable or unreliable are valued at fair value estimates by the Adviser under the
oversight of the Board of Trustees.
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Fair Value Pricing.
Portfolio securities and other assets are
valued chiefly by market prices from the primary market in which they are traded. Securities are priced at a fair value as determined by the Adviser, under the oversight of the Board of Trustees, when reliable market quotations are not readily
available, the Funds pricing service does not provide a valuation for such securities, the Funds pricing service provides a valuation that in the judgment of the Adviser does not represent fair value, the Adviser believes that the market
price is stale, or an event that affects the value of an instrument (a Significant Event) has occurred since the closing prices were established, but before the time as of which the Funds calculate their NAVs. Examples of Significant
Events may include: (1) events that relate to a single issuer or to an entire market sector; (2) significant fluctuations in domestic or foreign markets; or (3) occurrences not tied directly to the securities markets, such as natural
disasters, armed conflicts, or significant government actions. If such Significant Events occur, the Funds may value the instruments at fair value, taking into account such events when it calculates each Funds NAV. Fair value determinations
are made in good faith in accordance with procedures adopted by the Board of Trustees. In addition, the Funds may also fair value an instrument if trading in a particular instrument is halted and does not resume prior to the closing of the exchange
or other market.
Attempts to determine the fair value of securities introduce an element of subjectivity to the pricing of
securities. As a result, the price of a security determined through fair valuation techniques may differ from the price quoted or published by other sources and may not accurately reflect the market value of the security when trading resumes. If a
reliable market quotation becomes available for a security formerly valued through fair valuation techniques, Rafferty compares the market quotation to the fair value price to evaluate the effectiveness of the Funds fair valuation procedures.
This Prospectus describes distribution plans under Rule 12b-1 pursuant to which the Funds pay for distribution and services provided to Fund
shareholders. Because Rule 12b-1 fees are paid out of the Funds assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
Pursuant to the Investor Class plan, which applies to all Funds, the Investor Class of each Fund may pay an annual Rule 12b-1 fee of up to
1.00% of the average daily net assets. The Board has currently authorized the Investor Class of each Fund covered by the plan to pay a maximum annual Rule 12b-1 fee of 0.25% of the average daily net assets of the Funds Investor Class.
Under an agreement with the Funds, your registered investment adviser, financial planner, broker-dealer or other financial
intermediary (Financial Advisor), may receive Rule 12b-1 fees and/or Shareholder Servicing fees from the Funds. In exchange, your Financial Advisor may provide a number of services, such as: placing your orders and issuing confirmations;
providing investment advice, research and other advisory services; handling correspondence for individual accounts; acting as the sole shareholder of record for individual shareholders; issuing shareholder statements and reports; executing daily
investment sweep functions; and other shareholder services as described in the Funds SAI. For more information on these and other services, you should speak directly to your Financial Advisor. Your Financial Advisor may charge
additional account fees for services beyond those specified above.
Additional Payments to Financial Intermediaries
The Adviser (and its affiliates) may make substantial payments to financial intermediaries and service providers for distribution and/or
shareholder servicing activities, out of their own resources, including the profits from the advisory fees the Adviser receives from the Funds. These payments may be made to financial intermediaries for marketing, promotional or related expenses.
These payments, sometimes referred to as revenue sharing, do not change the price paid by investors to purchase shares of the Funds or the amount investors in the Funds would receive as proceeds from the redemption of such shares and
will not increase the expenses of investing in the Funds.
Examples of revenue sharing payments include, but are not
limited to, payment to financial institutions for shelf space or access to a third party platform or portfolio offering list or other marketing programs, including, but not limited to, inclusion of a Fund on preferred or recommended
sales lists, mutual fund supermarket platforms and other
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DIREXION FUNDS PROSPECTUS
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formal sales programs; granting the Adviser access to the financial institutions sales force; granting the Adviser access to the financial institutions conferences and meetings;
assistance in training and educating the financial institutions personnel; and obtaining other forms of marketing support. Revenue sharing payments also may be made to financial intermediaries that provide various services to the Funds,
including but not limited to, record keeping, shareholder servicing, transaction processing, sub-accounting services and other administrative services. The Adviser may make other payments or allow other promotional incentives to financial
intermediaries to the extent permitted by the SEC, by the Financial Industry Regulatory Authority, Inc. (FINRA) and by other applicable laws and regulations.
The level of revenue sharing payments made to financial intermediaries may be a fixed fee or based upon one or more of the following factors: gross sales, current asset and/or number of accounts of a Fund
attributable to the financial institution, or other factors as agreed to by the Adviser and the financial institution or any combination thereof. The amount of these revenue sharing payments is determined at the discretion of the Adviser from time
to time, may be substantial, and may be different for different financial institutions depending upon the services provided by the financial institution. Such payments may provide an incentive for the financial institution to make shares of a Fund
available to its customers and may allow the Funds greater access to the financial institutions customers.
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DIREXION FUNDS PROSPECTUS
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Shareholder Services Guide
You may
invest in the Funds through traditional investment accounts, including an Automatic Investment Plan, individual retirement account (IRA) (including a Roth IRA), self-directed retirement plan or company-sponsored retirement plan.
Applications and descriptions of any service fees for retirement or other accounts are available directly from the Funds. You may invest directly with the Funds or through certain financial intermediaries. Any transaction effected through a
financial intermediary may be subject to a processing fee. The minimum initial investment is set forth below and may be invested in as many of the Funds as you wish, subject to a minimum investment in each Fund of $1,000. Rafferty may waive these
minimum requirements at its discretion. Contact Rafferty if you need additional information or assistance.
Shares of the Funds
have not been registered for sale outside of the United States. The Funds generally do not sell shares to investors residing outside of the United States, even if they are United States citizens or lawful permanent residents, except to investors
with United States military APO or FPO addresses.
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Purchase Methods
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Initial Purchases
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Subsequent Purchases
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Minimum Investment: Traditional Investment Accounts
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$25,000 or a lesser amount if you are a client of a securities dealer, bank or other financial institution.*
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$500
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Minimum Investment: Retirement Accounts (Traditional, Roth and Spousal IRAs)
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$25,000 or a lesser amount if you are a client of a securities dealer, bank or other financial institution.*
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$0
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By Mail
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Complete and sign your
Application. Remember to include all required documents (if any).
Make a check payable to Direxion Funds and indicate the Fund you would like to purchase.
Send the signed Application and check to:
Direxion Funds
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
(The Funds do not consider the U.S. Postal Service or other independent delivery services to be their agents. Therefore, deposit in the mail or with such services, or receipt at U.S. Bancorp Fund Services,
LLC post office box, of purchase orders or redemption requests does not constitute receipt by the transfer agent of the Funds.)
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Complete an Investment Slip or provide written instructions with your name, account number
and the fund in which you would like to invest.
Make a check payable to Direxion Funds and indicate the Fund you would like to purchase and your account number.
Send the Investment
Slip and check to:
Direxion Funds
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
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By Wire
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Contact Direxion at (800) 851-0511
to make arrangements to send in your Application via facsimile or mail.
Fax or mail the Application according to instructions the representative will give you.
Send the original Application to:
Direxion Funds
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
Call (800) 851-0511 to: (a) confirm receipt of the Application; (b) to receive an account
number; and (c) a confirmation number.
Wired funds must
be received prior to market close to be eligible for same day pricing. The Funds and U.S. Bank, N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system or from incomplete wiring
instructions.
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Contact Direxion at (800) 851-0511 with your account number, the amount wired and the
Fund(s) in which you want to invest.
You will receive a confirmation number; retain your confirmation number.
Instruct your bank to
wire the money to:
US Bank NA, Milwaukee, WI 53202
ABA 075000022
Credit: US Bancorp Fund Services, LLC
ACCT # 112-952-137
FFC: Direxion Funds
(Your name and Direxion Account Number)
Wired funds must be received prior to market close to be eligible
for same day pricing. The Funds and U.S. Bank, N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system or from incomplete wiring
instructions.
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DIREXION FUNDS PROSPECTUS
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Purchase Methods
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Initial Purchases
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Subsequent Purchases
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By Telephone
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If you did not decline telephone options on your account Application, your account has been
open for 15 days, and you have banking information established on your account, you may purchase shares by telephone. You may not make initial investments by telephone.
The minimum telephone purchase is equal to the subsequent investment purchase amount for
your account type.
Contact Direxion at (800) 851-0511 to purchase additional shares of the Fund(s). Orders will
be accepted via the electronic funds transfer through the Automated Clearing House (ACH) network.
Shares will be purchased at the NAV calculated on the day your order is placed provided that
your order is received prior to market close.
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Through Financial Intermediaries
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Contact your financial intermediary.
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Contact your financial intermediary.
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*
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The Adviser may set different investment minimums for certain securities dealers, banks, and other financial institutions that provide certain shareholder services or
omnibus processing for the Funds in fee-based mutual fund programs.
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Contact Information
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By Telephone
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(800)
851-0511
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Fax
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(Faxes may be accepted, but must be pre-authorized by a
representative. Please call (800) 851-0511 to receive authorization and the fax number.)
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Internet
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www.direxionfunds.com
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Regular Mail
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Direxion Funds
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
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Overnight Mail
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Direxion Funds
Mutual Fund Services - 3rd Floor
615 East Michigan Street
Milwaukee, Wisconsin 53202
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Instructions for Exchanging or Redeeming Shares
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By Mail
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Send written instructions sufficient to process your request to:
Direxion Funds
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
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By Telephone
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(800) 851-0511 for
Individual Investors
(877) 437-9363 for Financial Professionals
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By Internet
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Log on to www.direxionfunds.com. Establish an account ID and password by following the
instructions on the site.
Follow the instructions on the site.
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Through Financial Intermediaries
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Contact your financial intermediary.
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DIREXION FUNDS PROSPECTUS
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ACCOUNT AND TRANSACTION POLICIES
Payment
for Shares.
All purchases must be made in U.S. dollars through a U.S. bank. The Funds will not accept payment in cash or money orders. The Funds also do not accept cashiers checks in amounts of less than $10,000. In addition, to prevent
check fraud, the Funds do not accept third party checks, U.S. Treasury checks, credit card checks, travelers checks, or starter checks for the purchase of shares. We are unable to accept post-dated checks, post-date on-line bill pay checks or
any conditional order or payment. If your check does not clear, you will be charged a $25.00 fee. In addition, you may be responsible for losses sustained by the Fund for any returned payment.
You will receive written confirmation by mail, but we do not issue share certificates.
Anti-Money Laundering Program.
The Funds transfer agent will verify certain information from investors as part of the
Funds anti-money laundering program.
The USA PATRIOT Act of 2001 requires financial institutions, including the Funds, to
adopt certain policies and programs to prevent money laundering activities, including procedures to verify the identity of customers opening new accounts. When completing a new Account Application, you will be required to supply your full name, date
of birth, social security number and permanent street address to assist in verifying your identity. Mailing addresses containing only a P.O. Box will not be accepted. Until such verification is made, the Funds may temporarily limit additional share
purchases. In addition, the Funds may limit additional share purchases or close an account if they are unable to verify a shareholders identity. As required by law, the Funds may employ various procedures, such as comparing the information to
fraud databases or requesting additional information or documentation from you, to ensure that the information supplied by you is correct.
If the Funds do not have a reasonable belief of the identity of a shareholder, the account will be rejected or the shareholder will not be allowed to perform a transaction on the account until such
information is received. The Funds may also reserve the right to close the account within five business days if clarifying information and/or documentation is not received.
Good Form.
Good form means that your purchase (whether direct or through a financial intermediary) is complete and contains all necessary information, has all supporting documentation (such as trust
documents, beneficiary designations, proper signature guarantees, IRA rollover forms, etc.) and is accompanied by sufficient purchase proceeds. For a purchase request to be in good form, it must include: (1) the name of the Fund; (2) the
dollar amount of shares to be purchased; and (3) your purchase application or investment stub. An Application that is sent to the transfer agent does not constitute a purchase order until the transfer agent processes the Application and
receives correct payment by check or wire transfer. The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at U.S. Bancorp Fund
Services, LLC post office box, of purchase applications or redemption requests does not constitute receipt by the transfer agent of the Fund.
Certain transactions through a financial intermediary may not be deemed in good form if such financial intermediary failed to properly notify the Funds of such trade or trades. In particular, financial
intermediaries that transact in shares of the Funds through the Fundserv must, in many cases, notify the Funds of trades before placing them in the Fundserv system. In the event that a financial intermediary transacts in shares of the Funds through
the Fundserv system without notifying the Funds of such trades in advance, such transaction may be deemed not to have been received in good order. In practice, this means that a confirmation from a financial intermediary is not binding on the Funds.
In the event that a trade is deemed not to have been received in good form, for whatever reason, a purchase, redemption or exchange request may be rejected or canceled and, in the event of a redemption which is canceled, the Funds shall have the
right to a return of proceeds. Cancellation of a trade is processed at the NAV at which the trade was originally received and is ordinarily completed the next business day. Please contact your financial intermediary to determine how it processes
transactions in shares of the Funds.
Financial Intermediaries.
Financial intermediaries are responsible for placing
orders promptly with the Funds and forwarding payment promptly, as well as ensuring that you receive copies of the Funds Prospectus. Financial intermediaries may charge fees for the services they provide to you in connection with processing
your transaction order or maintaining your account with them. Each intermediary also may have its own rules about share transactions, limits on the number of share transactions you are permitted to make in a given time period, and may have earlier
cut-off times for processing your transaction. For more information about your financial intermediarys rules and procedures, you should contact your financial intermediary directly. In addition, Rafferty may, from time to time, at its own
expense, compensate financial intermediaries for distribution or marketing services.
Order Policies.
There are certain
times when you may be unable to sell shares of the Funds or proceeds may be delayed. This may occur during emergencies, unusual market conditions or when the Funds cannot determine the
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36
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DIREXION FUNDS PROSPECTUS
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value of their assets or sell their holdings. The Funds reserve the right to reject any purchase order or suspend offering of their shares. Generally, a Fund may reject a purchase if it is
disruptive to the efficient management of the Fund.
Telephone Transactions.
For your protection, the Funds may require
some form of personal identification prior to accepting your telephone request such as verification of your social security number, account number or other information. We also may record the conversation for accuracy. During times of unusually high
market activity or extreme market changes, you should be aware that it may be difficult to place your request in a timely manner. Telephone trades must be received by or prior to market close. Please allow sufficient time to place your telephone
transaction. Telephone redemption and exchange transaction privileges are automatically granted, unless you declined such privileges on your account application. If you previously declined telephone privileges and would like to add this option to
your account, please contact the Funds at (800) 851-0511 for instructions. IRA accounts are not eligible for telephone redemption privileges. The maximum amount that may be redeemed by telephone is $100,000.
Automatic Investment Plan.
For your convenience, the Funds offer an Automatic Investment Plan (AIP). Under the AIP, after
you make your initial minimum investment of $25,000, you authorize the Funds to withdraw the amount you wish to invest from your personal bank account on a monthly basis. The AIP requires a minimum monthly investment of $500. If you wish to
participate in the AIP, please complete the Automatic Investment Plan section on the Account Application or call the Funds at (800) 851-0511 if you have any questions. In order to participate in the AIP, your bank or financial
institution must be a member of the ACH network. The Funds may terminate or modify this privilege at any time. You may change your investment amount or terminate your participation in the AIP at any time by notifying the Funds transfer agent
by telephone or in writing, five days prior to the effective date of the next transaction. A fee, currently $25, will be imposed if your AIP transaction is returned.
Signature Guarantees.
In certain instances when you sell shares of the Funds, we will need your signature guaranteed. Signature guarantees may be available at your bank, stockbroker or a national
securities exchange. A notary public cannot guarantee signatures. Your signature must be guaranteed if:
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You are changing your account ownership;
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Your account registration or address has changed in the last 30 days;
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The redemption proceeds are payable or sent to any person, address or bank account other than the one listed on record with the Funds;
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The sale is greater than $100,000; or
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There are other unusual situations as determined by the Funds transfer agent.
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Non-financial transactions including establishing or modifying certain services on an account may require a signature verification or other
acceptable signature authentication.
Exchange Policies.
You may exchange Investor Class shares of your current Fund(s)
for Investor Class shares of any other Fund (including Funds not offered in this Prospectus) at the next determined NAV after receipt of your order in good form without any charges. The Funds can only honor exchanges between accounts registered in
the same name and having the same address and taxpayer identification number. If your exchange establishes a new position in a Fund, you must exchange at least $1,000 or, if your account value is less than that, your entire account balance will be
exchanged. You may exchange by telephone unless you declined telephone exchange privileges on your Account Application.
Redemption Proceeds.
Redemption proceeds from any sale of shares will normally be sent within seven days from the time a Fund
receives your request in good order. For investments that have been made by check, payment on sales requests may be delayed until the Funds transfer agent is reasonably satisfied that the purchase payment has been collected by a Fund, which
may require up to 10 calendar days. Your proceeds will be sent via check, wire or electronic funds transfer through the ACH network using the address or bank account listed on the transfer agents records. You will be charged a wire transfer
fee of $15.00, which will be deducted from your account balance on dollar specific redemption requests or from the proceeds on share specific requests. This fee is in addition to any fees that may be imposed by your bank. Your proceeds will be wired
only to the bank listed on the transfer agents records. Shareholders who have an IRA or other retirement plan must indicate on their redemption request whether to withhold federal income tax. Redemption requests failing to indicate an election
not to have tax withheld will generally be subject to 10% withholding. The Funds also offer a Systematic Withdrawal Plan for shareholders who require periodic payments, such as those from IRAs. For more information on this option, please contact the
Funds at (800) 851-0511.
Low Balance Accounts.
If your total account balance falls below $10,000 due to withdrawals,
then we may sell your shares of the Funds. We will inform you in writing 30 days prior to selling your shares. If you do not bring your total account balance up to $10,000 within 30 days, we may sell your shares and send you the proceeds. We will
not sell your shares if your account value falls due to market fluctuations.
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DIREXION FUNDS PROSPECTUS
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37
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Redemption In-Kind.
The Funds reserve the right to pay redemption proceeds to you in
whole or in part by a distribution of securities from a Funds portfolio. It is not expected that the Funds would do so except in unusual circumstances. If a Fund pays your redemption proceeds by a distribution of securities, you could incur
brokerage or other charges in converting the securities to cash and will bear any market risks associated with such securities until they are converted into cash.
Short-Term Trading.
The Funds anticipate that a significant portion of their assets will come from professional money managers and investors who use the Funds as part of their asset
allocation and/or market timing investment strategies. These strategies often call for frequent trading to take advantage of anticipated changes in market conditions.
Frequent trading increases the rate of the Funds portfolio turnover, which increases the overall expenses of managing the Funds, due
to increased brokerage commissions or dealer mark-ups/mark-downs and other transaction costs on the sale of securities and reinvestments in other securities. In addition, frequent trading may dilute the value of Fund shares held by long-term
shareholders and may interfere with the efficient management of the Funds portfolios. The Funds reserve the right to reject any purchase orders, suspend the offering of Fund shares and impose restrictions in connection with abusive trading
practices.
None of the Funds currently imposes any trading restrictions on Fund shareholders or actively monitors for trading
abuses.
The Funds Board of Trustees has approved the short-term trading policy of the Funds. The costs associated with the
Funds portfolio turnover will have a negative impact on longer-term investors.
Electronic Delivery of Reports.
Direxion Fund shareholders can save paper by electing to receive their account documents by e-mail in place of paper copies. You may choose electronic delivery for Prospectuses, supplements, Annual and Semi-Annual Reports. To enroll in
E-Delivery you can opt-in when completing a direct account application with Direxion Funds. You can also register, cancel, change your e-mail address or change your consent options by logging onto www.direxionfunds.com/edelivery.com.
Householding.
In an effort to decrease costs, the Funds intend to reduce the number of duplicate prospectuses and Annual and
Semi-Annual Reports you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders we reasonably believe are from the same family or household. Once implemented, if you would like to discontinue
householding for your accounts, please call toll-free at (800) 851-0511 to request individual copies of these documents. Once the Fund receives notice to stop householding, we will begin sending individual copies thirty days after receiving
your request. This policy does not apply to account statements.
Shareholder Inactivity.
Under certain circumstances, if
no activity occurs in an account within a time period specified by state law, your shares in a Fund may be transferred to that state.
MANAGEMENT OF THE FUNDS
Rafferty provides investment services to the
Funds. Rafferty attempts to manage the investment of the Funds assets consistent with their investment objectives, policies and limitations. Rafferty has been managing mutual funds since June 1997. Rafferty is located at 1301 Avenue of the
Americas (6
th
Avenue), 35
th
Floor, New York, New York 10019. As of March 31, 2013, the Adviser
had approximately $6.5 billion in assets under management.
Under an investment advisory agreement between the Trust and
Rafferty, the Funds pay Rafferty fees at an annualized rate of 0.75% based on a percentage of each Funds daily net assets.
Rafferty has entered into an Operating Services Agreement with the Fund. Under this Operating Services Agreement, Rafferty, in exchange for
an Operating Services Fee paid to Rafferty by the Fund, has contractually agreed to pay all expenses of each Fund other than the following: management fees, distribution and/or service fees, shareholder servicing fees, acquired fund fees and
expenses, taxes, leverage interest, dividends or interest on short positions, other interest expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation or other
expenses outside the typical day-to-day operations of a Fund. This Operating Services Agreement may be terminated at anytime by the Board of Trustees.
A discussion regarding the basis on which the Board of Trustees approved the investment advisory agreements in 2012 for the Funds is included in the Funds Annual Report for the period ended
August 31, 2012.
An investment team of Rafferty employees has the day-to-day responsibility for managing the Funds. The
investment team generally decides the target allocation of each Funds investments and on a day-to-day basis an individual portfolio manager executes transactions for the Funds consistent with the target allocation. The portfolio managers
rotate
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38
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DIREXION FUNDS PROSPECTUS
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among the Funds periodically so that no single portfolio manager is responsible for a specific
Fund for extended periods of time. The members of the investment team that are jointly and primarily responsible for the day-to-day management of the Funds are Paul Brigandi and Tony Ng.
Mr. Brigandi has been a Portfolio Manager for the Funds at Rafferty since June 2004, except for the Dynamic HY Bond Fund, which he has
managed since October 2010. Mr. Brigandi was previously involved in the equity trading training program for Fleet Boston Financial Corporation from August 2002 to April 2004. Mr. Brigandi is a 2002 graduate of Fordham University.
Mr. Ng has been a Portfolio Manager for the Funds at Rafferty since April 2006, except for the Dynamic HY Bond Fund, which
he has managed since October 2010. Mr. Ng was previously a Team Leader in the Trading Assistant Group with Goldman Sachs from 2004 to 2006. He was employed with Deutsche Asset Management from 1998 to 2004. Mr. Ng graduated from State
University at Buffalo in 1998.
The Funds SAI provides additional information about the investment committee members
compensation, other accounts they manage and their ownership of securities in the Funds.
PORTFOLIO HOLDINGS
A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio securities is available in the Funds SAI. Currently, disclosure of the Funds
holdings is required to be made quarterly within 60 days of the end of each fiscal quarter in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report on Form N-Q. The Annual and Semi-Annual Reports will be
available by contacting the Direxion Funds, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or calling (800) 851-0511.
DISTRIBUTIONS AND TAXES
Distributions.
Each Fund distributes dividends from its net
investment income at least annually. Net investment income generally consists of interest income and dividends received on investments, less expenses.
Each Fund also distributes any realized net capital gains and net gains from foreign currency transactions, if any, at least annually. A Fund realizes capital gains mainly from sales of its portfolio assets
for a profit.
Dividends and other distributions (collectively, distributions) will be reinvested in additional
distributing Fund shares automatically at that Funds NAV per share unless you request otherwise in writing or via telephone. The Funds reserves the right, if you elect to receive distributions from a Fund by check and the U.S. Postal Service
cannot deliver the check or the check remains uncashed for six months, to reinvest the check in your account, without interest, in additional Fund shares at that Funds then-current NAV per share and to reinvest all subsequent distributions in
shares of the Fund until an updated address is received. The check will not be held separate from the shares in your account.
Due to the pattern of purchases and redemptions in many of the Funds, a Funds total net assets may fluctuate significantly over the
course of a year. Because a Fund may declare and pay distributions at any time, an investor may receive a distribution, which may be taxable, shortly after making an investment in a Fund.
Taxes.
Tax consequences of a distribution will vary depending on whether the distribution is from net investment income, net foreign
currency gains, or net capital gains and, in the latter case, how long a Fund has held the assets the sale of which generated the gains, not how long you held your Fund shares. Distributions of net gains on sales of assets held for one year or less,
and distributions of certain foreign currency gains, are taxed as dividends (that is, ordinary income). Distributions of gains on sales of assets held longer than one year (long-term capital gains), and distributions of other foreign currency gains
are taxed at lower capital gains rates.
The following table illustrates the potential tax consequences for taxable accounts (of individual
shareholders):
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Type of Transaction
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Tax Rate/Treatment*
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Dividend (other than qualified
dividend income (QDI) (see below)) distribution
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Ordinary income rate
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Distribution of QDI
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Long-term capital gains rate
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Distribution of net short-term capital gains
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Ordinary income rate
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Distribution of net long-term capital gains
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Long-term capital gains rate
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Sale or exchange of Fund shares owned
for more than one year
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Long-term capital gain or loss
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Sale or exchange of Fund shares owned for one year or less
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Gain is taxed at the same rate as ordinary
income; loss is subject to special rules
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*
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Tax consequences for tax-deferred retirement accounts (such as IRAs) or non-taxable shareholders will be different. You should consult your tax specialist for more
information about your personal situation.
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DIREXION FUNDS PROSPECTUS
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39
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QDI consists of dividends a Fund receives from most U.S. corporations and qualified
foreign corporations, provided that the Fund satisfies certain holding period and other restrictions regarding the stock on which the dividends were paid. (Dividends received from other investment companies, including ETFs that operate as
such, will only qualify for QDI treatment to the extent that the other investment company reports the qualifying portion to its shareholders in writing.) A Funds dividends attributable to its QDI are taxed to individual shareholders at the
long-term capital gains rate (see the next paragraph) for shareholders who satisfy those restrictions regarding their Fund shares. A portion of a Funds dividends (excluding dividends from foreign corporations) also may be eligible for the
dividends-received deduction allowed to corporations, subject to similar restrictions.
Net capital gain (
i.e.
, the excess
of net long-term capital gain over net short-term capital loss) an individual realizes through December 31, 2012, such as on a redemption or exchange of Fund shares, is subject to federal income tax at a 15% maximum rate. Fund distributions to
individual shareholders through that date of net capital gain also qualify for that rate. If legislation is not enacted to extend that rate beyond that date, however, the maximum rate will increase to 20% (and Fund distributions thereafter of its
dividend income will be taxed as ordinary income); there is some uncertainty as to whether, in that situation, Fund distributions to individual shareholders made after that date of net capital gain realized before that date would be taxed at the
lower maximum rate.
If you are a non-retirement account shareholder of a Fund, then each year we will send you a Form 1099 that
tells you the amount of Fund distributions you received for the prior calendar year, the tax status of those distributions and a list of reportable redemption transactions, including, for redeemed shares that were acquired after December 31,
2011 (Covered Shares), basis information and whether they had a short-term (one year or less) or long-term (more than one year) holding period. Normally, distributions are taxable in the year you receive them. However, any distributions
declared in the last three months of a calendar year and paid in January of the following year generally are taxable as if received on December 31 of the year they are declared.
If you are a non-corporate shareholder of a Fund and do not provide the Fund with your correct taxpayer identification number (normally your
social security number), the Fund is required to withhold and remit to the Internal Revenue Service (IRS) a percentage (28% for calendar 2012) of all dividends and other distributions and redemption proceeds (regardless of whether you
realize a gain or loss) otherwise payable to you. If you are such a shareholder and are otherwise subject to backup withholding, we also are required to withhold and remit to the IRS the same percentage of all dividends and other distributions
otherwise payable to you. Any tax withheld may be applied against your tax liability when you file your tax return.
A Fund
shareholder who wants to use the average basis method for determining basis with respect to Covered Shares must elect to do so in writing (which may be electronic). If a shareholder of a Fund fails to affirmatively elect the average basis method,
then basis determination will be made in accordance with the Funds default method, which is currently average basis. If a Fund shareholder wishes to use a different acceptable method for basis determination (
e.g.
, a specific
identification method), the shareholder may elect to do so. The basis determination method a Fund shareholder elects may not be changed with respect to a redemption of Covered Shares after the settlement date of the redemption. Fund shareholders
should consult with their tax advisors to determine the best IRS-accepted basis method for their tax situation and to obtain more information about how the basis reporting law applies to them.
For taxable years beginning after December 31, 2012, an individual must pay a 3.8% federal tax on the lesser of (1) the
individuals net investment income, which generally includes dividends, interest, and net gains from the disposition of investment property (including dividends and capital gain distributions a Fund pays), or (2) the excess of
the individuals modified adjusted gross income over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers). This tax is in addition to any other taxes due on that income. A similar tax
will apply for those years to estates and trusts. Shareholders should consult their own tax advisers regarding the effect, if any, this provision may have on their investment in Fund shares.
MASTER/FEEDER OPTION
A Fund may in the future operate under a master/feeder structure. This
means that a Fund would be a feeder fund that attempts to meet its objective by investing all or a portion of its investable assets in a master fund with the same investment objective. The master fund would
purchase securities for investment. It is expected that any such investment company would be managed by Rafferty in substantially the same manner as the Fund(s) that invest therein. If permitted by law at that time, the Board of Trustees may approve
the implementation of such a structure for one or more Funds without seeking shareholder approval. However, the Trustees approval will be given only if the investment(s) in the master fund(s) is (are) in the best interests of the Funds and
their shareholders. In making that determination, the Trustees will consider, among other things, the benefits to shareholders and/or the opportunity to reduce costs and achieve operational efficiencies. You also will receive a 30-day notice prior
to the implementation of the master/feeder structure for your Fund.
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40
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DIREXION FUNDS PROSPECTUS
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FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the financial performance of the Investor Class shares of the Funds for
the periods indicated. The information set forth below was audited by Ernst & Young LLP, whose report, along with the Funds financial statements, are included in the Annual Report, which is available upon request. Certain information
reflects financial results for a single Investor Class share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and other
distributions).
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Ratios to Average Net Assets
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Portfolio
Turnover
Rate
4
|
|
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Net
Asset
Value,
Beginning of
Year/Period
|
|
Net
Investment
Income
(Loss)
2
|
|
Net Realized
and
Unrealized
Gain (Loss) on
Investments
|
|
Net Increase
(Decrease) in
Net Asset Value
Resulting from
Operations
|
|
Dividends
from
Net
Investment
Income
|
|
Distributions
from
Realized
Capital Gains
|
|
Return
of Capital
Distribution
|
|
Total
Distributions
|
|
Net Asset
Value, End
of
Year/Period
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Total
Return
3
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Net Assets,
End
of
Year/Period
(,000)
|
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Including Short Dividends
|
|
Excluding Short Dividends
|
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Net
Investment
Income (Loss)
After
Expense
Reimbursement/
Recoupment
1
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Total
Expenses
1
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Net
Expenses
1
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Total
Expenses
1
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Net
Expenses
1
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Direxion Monthly 7-10 Year Treasury Bull 2X Fund (formerly Direxion Monthly 10 Year Note Bull 2X Fund)
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Year Ended August 31, 2012
|
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$31.31
|
|
|
|
|
$(0.64
|
)
|
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$5.34
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$4.70
|
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$(0.04
|
)
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$(0.04
|
)
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$35.97
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15.02%
|
8
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|
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$38,220
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1.90%
|
|
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|
1.90%
|
|
|
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|
(1.85%
|
)
|
|
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0%
|
|
Year ended August 31, 2011
|
|
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31.57
|
|
|
|
|
(0.51
|
)
|
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|
2.29
|
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1.78
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(2.04
|
)
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|
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|
(2.04
|
)
|
|
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31.31
|
|
|
|
|
7.07%
|
|
|
|
|
32,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.90%
|
|
|
|
|
1.90%
|
|
|
|
|
(1.83%
|
)
|
|
|
|
0%
|
|
Year ended August 31, 2010
|
|
|
|
27.36
|
|
|
|
|
(0.44
|
)
|
|
|
|
5.57
|
|
|
|
|
5.13
|
|
|
|
|
|
|
|
|
|
(0.92
|
)
|
|
|
|
|
|
|
|
|
(0.92
|
)
|
|
|
|
31.57
|
|
|
|
|
19.41%
|
|
|
|
|
36,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.90%
|
|
|
|
|
1.90%
|
|
|
|
|
(1.63%
|
)
|
|
|
|
1,445%
|
|
Year ended August 31, 2009
|
|
|
|
24.14
|
|
|
|
|
0.23
|
|
|
|
|
2.99
|
|
|
|
|
3.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27.36
|
|
|
|
|
13.34%
|
|
|
|
|
24,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.73%
|
|
|
|
|
1.77%
|
|
|
|
|
0.88%
|
|
|
|
|
2,327%
|
|
Year ended August 31, 2008
|
|
|
|
20.12
|
|
|
|
|
0.40
|
|
|
|
|
4.35
|
|
|
|
|
4.75
|
|
|
|
|
(0.11
|
)
|
|
|
|
(0.62
|
)
|
|
|
|
|
|
|
|
|
(0.73
|
)
|
|
|
|
24.14
|
|
|
|
|
24.07%
|
|
|
|
|
28,555
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.77%
|
|
|
|
|
1.75%
|
|
|
|
|
1.70%
|
|
|
|
|
2,086%
|
|
Direxion Monthly 7-10 Year Treasury Bear 2X Fund (formerly Direxion Monthly 10 Year Note Bear 2X Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2012
|
|
|
|
7.00
|
|
|
|
|
(0.12
|
)
|
|
|
|
(1.32
|
)
|
|
|
|
(1.44
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.56
|
|
|
|
|
(20.57%
|
)
|
|
|
|
10,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.90%
|
|
|
|
|
1.90%
|
|
|
|
|
(1.86%
|
)
|
|
|
|
0%
|
|
Year ended August 31, 2011
|
|
|
|
8.27
|
|
|
|
|
(0.16
|
)
|
|
|
|
(1.11
|
)
|
|
|
|
(1.27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.00
|
|
|
|
|
(15.36%
|
)
|
|
|
|
17,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.90%
|
|
|
|
|
1.90%
|
|
|
|
|
(1.83%
|
)
|
|
|
|
0%
|
|
Year ended August 31, 2010
|
|
|
|
10.89
|
|
|
|
|
(0.20
|
)
6
|
|
|
|
(2.42
|
)
|
|
|
|
(2.62
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.27
|
|
|
|
|
(24.06%
|
)
|
|
|
|
16,024
|
|
|
|
|
2.04%
|
|
|
|
|
2.04%
|
|
|
|
|
1.90%
|
|
|
|
|
1.90%
|
|
|
|
|
(1.94%
|
)
7
|
|
|
|
0%
|
|
Year ended August 31, 2009
|
|
|
|
13.82
|
|
|
|
|
(0.76
|
)
6
|
|
|
|
(2.17
|
)
|
|
|
|
(2.93
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.89
|
|
|
|
|
(21.20%
|
)
|
|
|
|
15,721
|
|
|
|
|
7.23%
|
|
|
|
|
7.18%
|
|
|
|
|
1.85%
|
|
|
|
|
1.80%
|
|
|
|
|
(6.78%
|
)
7
|
|
|
|
0%
|
|
Year ended August 31, 2008
|
|
|
|
17.57
|
|
|
|
|
(0.31
|
)
6
|
|
|
|
(3.26
|
)
|
|
|
|
(3.57
|
)
|
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
(0.14
|
)
|
|
|
|
(0.18
|
)
|
|
|
|
13.82
|
|
|
|
|
(20.46%
|
)
|
|
|
|
37,471
|
|
|
|
|
8.02%
|
|
|
|
|
7.88%
|
|
|
|
|
1.89%
|
|
|
|
|
1.75%
|
|
|
|
|
(2.09%
|
)
7
|
|
|
|
0%
|
|
2
|
Net investment income (loss) per share represents net investment income (loss)
divided by the daily average shares of beneficial interest outstanding throughout each period.
|
3
|
All returns reflect reinvested dividends, if any, but do not reflect the impact
of taxes.
|
4
|
Portfolio turnover is calculated without regard to short-term securities having a maturity of less than one year. Investments in swaps and futures
contracts and repurchase agreements are deemed short-term securities. The Fund's aggressive investment to take advantage of anticipated changes in market conditions.
|
5
|
Net investment income (loss) ratio before expense reimbursement for the year ended August 31, 2011 was (1.82%).
|
6
|
Net investment income (loss) before interest on short positions for the years ended August 31, 2010, 2009 and 2008 were $(0.18), $0.05 and $0.59,
respectively.
|
7
|
Net investment income (loss) ratio included interest on short positions. The ratio excluding interest on short positions for the years ended
August 31, 2010, 2009 and 2008 were (1.81%), (1.40%) and 4.04%, respectively.
|
8
|
The Adviser made a contribution due to tracking error. If the contribution had not been made, the total return would have been 0.03% lower.
|
|
|
|
|
|
|
|
DIREXION FUNDS PROSPECTUS
|
|
|
|
41
|
|
|
I
NVESTOR
C
LASS
PROSPECTUS
|
|
|
|
|
1301 Avenue of the Americas (6th Avenue), 35th Floor
|
|
New York, New York 10019
|
|
(800) 851-0511
|
M
ORE
I
NFORMATION
ON THE
D
IREXION
F
UNDS
Statement of Additional Information (SAI):
The Funds SAI contains more information on the Funds and their investment policies. The SAI is incorporated in this Prospectus by reference (meaning it
is legally part of this Prospectus). A current SAI is on file with the Securities and Exchange Commission (SEC).
Annual and
Semi-Annual Reports to Shareholders:
The Funds reports provide additional information on their investment holdings, performance
data and a letter discussing the market conditions and investment strategies that significantly affected the Funds performance during that period.
|
|
|
To Obtain the SAI or Fund Reports Free of Charge:
|
Write to:
|
|
Direxion Funds P.O. Box 701
|
|
|
Milwaukee, Wisconsin 53201-0701
|
Call:
|
|
(800) 851-0511
|
By Internet:
|
|
www.direxionfunds.com
|
These documents and other information about the Funds
can be reviewed and copied at the SEC Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at (202) 551-8090. Reports and other information about the Funds may be
viewed on screen or downloaded from the EDGAR Database on the SECs website at http://www.sec.gov. Copies of these documents may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address:
publicinfo@sec.gov, or by writing the SECs Public Reference Section, Washington, D.C. 20549-1520.
Rafferty Capital Markets, LLC,
Distributor
1010 Franklin Avenue, 3rd Floor
Garden City, New York 11530
SEC File Number: 811-8243
DIREXION FUNDS
STATEMENT OF ADDITIONAL INFORMATION
1301 Avenue of the Americas (6
th
Avenue),
35
th
Floor
New York, New York 10019
(800) 851-0511
The Direxion Funds (the Trust) is a management investment company, or
mutual fund, that offers shares of a variety of investment portfolios to the public.
This Statement of Additional Information (SAI) relates to the Investor Class Shares of the investment portfolios of the Trust listed below (each a
Fund, collectively, the Funds).
|
|
|
BULL FUNDS
|
|
BEAR FUNDS
|
Direxion Monthly 7-10 Year Treasury Bull 2X Fund (DXKLX)
(formerly Direxion Monthly 10 Year Note Bull 2X Fund and 10 Year Note Bull 2.5X Fund)
|
|
Direxion Monthly 7-10 Year Treasury Bear 2X Fund (DXKSX)
(formerly Direxion Monthly 10 Year Note Bear 2X Fund and 10 Year Note Bear 2.5X Fund)
|
The Direxion Monthly 7-10 Year Treasury Bull 2X Fund and Direxion Monthly 7-10 Year Treasury Bear 2X Fund seek
calendar month leveraged investment results and are riskier than most mutual funds. Investors who do not understand the Funds should not buy the Funds.
The Funds are riskier than alternatives that do not use leverage because the Funds seek to magnify the performance of their respective benchmarks.
An investor who purchases shares on a day other than the last business day of a calendar month will generally receive more, or less,
than 200% (or -200%) exposure to the target index from that point until the end of the month. The actual exposure (beta) is a function of the performance of the benchmark from the end of the prior calendar month and such investor should
consult the Funds website to determine the then projected beta before investing in the Fund. If a Funds shares are held through the end of a calendar month or months, the Funds performance is likely to deviate from the multiple of
the benchmark performance for the longer period. This deviation will increase with higher index volatility and longer holding periods.
The return for investors that invest for periods less than a calendar month or for a period different than the calendar month may not be the product of the return of the index for such shorter period
and the magnification point for the Fund.
The Funds are not suitable for all investors and are designed to be utilized only by
sophisticated investors, such as traders and active investors employing dynamic strategies who (a) understand the risks associated with the use of leverage, (b) understand the consequences of seeking calendar month leveraged investment
results, (c) understand the risk of shorting, and (d) intend to actively monitor and manage their investments.
Investors who
do not understand the Funds or do not intend to actively manage their funds and monitor their investments should not buy the Funds.
The Direxion Monthly 7-10 Year Treasury Bear 2X Fund (the Bear Fund) pursues investment goals which are twice the inverse of the
performance of its benchmark, a result opposite of most other mutual funds.
There is no assurance that the Funds will achieve
their objectives and an investment in a Fund could lose money. No single Fund is a complete investment program.
If a Funds
underlying benchmark moves 50% or more in a given calendar month in a direction adverse to the Fund, the Funds investors would lose all of their money.
This SAI, dated April 14, 2013, is not a prospectus. It should be read in conjunction with the Funds Prospectus dated April 14, 2013 (Prospectus). This SAI is incorporated by
reference into the Prospectus. In other words, it is legally part of the Prospectus. To receive a copy of the Prospectus, without charge, write or call the Trust at the address or telephone number listed above.
Dated: April 14, 2013
TABLE OF CONTENTS
i
ii
THE DIREXION FUNDS
The Trust is a Massachusetts business trust organized on June 6, 1997 and is registered with the Securities and Exchange Commission
(SEC) as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act). The Trust currently consists of numerous separate series, two of which are included in this SAI.
Effective April 28, 2006, the Trust changed its name to Direxion Funds. Prior to that date, the Trust was known as Potomac Funds.
Prior to April 14, 2013, the Direxion Monthly 7-10 Year Treasury Bull 2X Fund and Direxion Monthly 7-10 Year Treasury Bear 2X Fund pursued different
investment strategies under the former fund names, Direxion Monthly 10-Year Treasury Bull 2X Fund and Direxion Monthly 10-Year Treasury Bear 2X Fund.
This SAI relates to the Investor Class Shares of the Funds.
The Funds described in this SAI
seek to provide calendar month leveraged investment results, before fees and expenses, which correspond to the total return performance of a particular index or benchmark. The Fund with the word Bull in its name (the Bull Fund)
attempts to provide investment results that correlate positively to the return of an index or benchmark, meaning the Bull Fund attempts to move in the same direction as the target index or benchmark. The Bear Fund attempts to provide investment
results that correlate negatively to the return of an index or benchmark, meaning that the Bear Fund attempts to move in the opposite or inverse direction of the target index or benchmark. The term bear is used in the financial markets
to describe a market that is declining in value. Generally, bear mutual funds attempt to profit from anticipated declines in the value of a security, industry, or market and may use aggressive techniques like selling short in pursuit of
their objectives.
The correlations sought by the Bull Fund and the Bear Fund are generally a multiple of the returns of
the target index or benchmark. For instance, the benchmark for the Direxion Monthly 7-10 Year Treasury Bull 2X Fund is 200% of the calendar month performance of the NYSE 7-10 Year Treasury Bond Index, while the benchmark for the Direxion Monthly
7-10 Year Treasury Bear 2X Fund is 200% of the inverse, or opposite, of the calendar month performance of the NYSE 7-10 Year Treasury Bond Index. If, over a given calendar month, the NYSE 7-10 Year Treasury Bond Index gains 1%, the Direxion Monthly
7-10 Year Treasury Bull 2X Fund is designed to gain approximately 2% (which is equal to 200% of 1%), while the Direxion Monthly 7-10 Year Treasury Bear 2X Fund is designed to lose approximately 2%. Conversely, if the S&P 500
®
Index loses 1% over a given calendar month, the Direxion Monthly 7-10 Year Treasury Bull 2X Fund is designed to lose
approximately 2%, while the Direxion Monthly 7-10 Year Treasury Bear 2X Fund is designed to gain approximately 2%.
The Funds seek calendar
month leveraged investment results and are not intended to be used by, and are not appropriate for, investors who do not intend to actively monitor and manage their portfolios. These Funds are very different from most mutual funds. First, each Fund
pursues monthly leveraged investment goals, which means that the Funds are riskier than alternatives that do not use leverage because the Funds magnify the performance of the benchmark of an investment. Second, each Bear Fund pursues investment
goals which are inverse to the performance of its benchmark; a result opposite of most other mutual funds. Third, the Funds seek calendar month leveraged investment results. An investor who purchases shares on a day other than the last business day
of a calendar month will generally receive more, or less, than 200% exposure to the target index from that point until the end of the month. The actual exposure is a function of the performance of the benchmark from the end of the prior calendar
month and such investor should consult the Funds website to determine the then projected exposure before investing in the Fund. If a Funds shares are held through the end of a calendar month or months, the Funds performance is
likely to deviate from the multiple of the benchmark performance for the longer period. This deviation will increase with higher index volatility and longer holding periods. As a consequence, investors should not plan to hold the funds unmonitored
through the end of a month or for longer periods of time. Further, the return for investors that invest for periods less than a calendar month or for a period different than the calendar month may not be the product of the return of the index for
such shorter period and the magnification point for the Fund. The Funds are not suitable for all investors.
The Funds are designed to be used
by traders and active investors employing dynamic strategies. Such investors are expected to monitor and manage their portfolios frequently, and certainly at least monthly. The Funds should be
1
utilized only by sophisticated investors who (a) understand the risks associated with the use of leverage, (b) understand the consequences of seeking calendar month leveraged investment
results, (c) understand the risk of shorting, and (d) intend to actively monitor and manage their investments. Investors who do not understand the Funds or do not intend to actively manage their funds and monitor their investments should
not buy the Funds. There is no assurance that the Funds will achieve their objectives and an investment in a Fund could lose money. No single Fund is a complete investment program.
The Funds are designed principally for experienced investors who intend to follow an asset allocation strategy and are suitable for purchase by active investors as well as investors who engage in market
timing activities. The Funds may be used independently or in combination with each other as part of an overall strategy. There is no assurance that the Funds will achieve their objectives and an investment in a Fund could lose money. No single Fund
is a complete investment program. Each Fund offers Investor Class shares. Investor Class shares are designed for sale directly to investors without a sales charge. The Investor Class is subject to fees under Rule 12b-1 and a separate shareholder
services fee.
CLASSIFICATION OF THE FUNDS
Each Fund is a non-diversified series of the Trust pursuant to the 1940 Act. A Fund is considered non-diversified because a
relatively high percentage of its assets may be invested in the securities of a limited number of issuers. To the extent that a Fund assumes large positions in the securities of a small number of issuers, the Funds net asset value
(NAV) may fluctuate to a greater extent than that of a diversified company as a result of changes in the financial condition or in the markets assessment of the issuers, and the Fund may be more susceptible to any single economic,
political or regulatory occurrence than a diversified company.
Each Funds classification as a non-diversified investment
company means that the proportion of its assets that may be invested in the securities of a single issuer is not limited by the 1940 Act. Each Fund, however, intends to continue to meet certain tax-related diversification standards at the end of
each quarter of its taxable year.
INVESTMENT POLICIES AND TECHNIQUES
In general, each Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in a manner designed to provide investment
returns that correspond to a multiple of its index or benchmark. In particular, the Funds below seek the following investment results as compared to their indices or benchmarks:
|
|
|
|
|
|
|
Fund
|
|
Index or Benchmark
|
|
Monthly
Target
|
|
Direxion Monthly 7-10 Year Treasury Bull 2X Fund
|
|
NYSE 7-10 Year Treasury Bond Index
|
|
|
200
|
%
|
Direxion Monthly 7-10 Year Treasury Bear 2X Fund
|
|
|
|
-200
|
%
|
This section provides a detailed description of the securities in which a Fund may invest to achieve its investment
objective, the strategies it may employ and the corresponding risks of such securities and strategies. The greatest risk of investing in a mutual fund is that its returns will fluctuate and you could lose money. Recent events in the financial sector
have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets. Both domestic and foreign equity markets could experience increased volatility and turmoil, with issuers that have exposure to the real
estate, mortgage and credit markets particularly affected, and it is uncertain whether or for how long these conditions could continue. The U.S. government has already taken a number of unprecedented actions designed to support certain financial
institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity.
Reduced
liquidity in equity, credit and fixed-income markets may adversely affect many issuers worldwide. This reduced liquidity may result in less money being available to purchase raw materials, goods and services from emerging markets, which may, in
turn, bring down the prices of these economic staples. It may also result in emerging market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their stock prices. These events and possible continued market
turbulence may have an adverse effect on the Funds.
2
Asset-Backed Securities
A Fund may invest in asset-backed securities of any rating or maturity. Asset-backed securities are securities issued by trusts and special purpose
entities that are backed by pools of assets, such as automobile and credit-card receivables and home equity loans, which pass through the payments on the underlying obligations to the security holders (less servicing fees paid to the originator or
fees for any credit enhancement). Typically, the originator of the loan or accounts receivable paper transfers it to a specially created trust, which repackages it as securities with a minimum denomination and a specific term. The securities are
then privately placed or publicly offered. Examples include certificates for automobile receivables and so-called plastic bonds, backed by credit card receivables.
The value of an asset-backed security is affected by, among other things, changes in the markets perception of the asset backing the security, the creditworthiness of the servicing agent for the
loan pool, the originator of the loans and the financial institution providing any credit enhancement. Payments of principal and interest passed through to holders of asset-backed securities are frequently supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guarantee by another entity or by having a priority to certain of the borrowers other assets. The degree of credit enhancement varies, and generally applies to only a portion of the
asset-backed securitys par value. Value is also affected if any credit enhancement has been exhausted.
Bank Obligations
Money Market Instruments
. The Funds may invest in bankers acceptances, certificates of deposit, demand and time deposits, savings shares and commercial paper of domestic banks and savings and
loans that have assets of at least $1 billion and capital, surplus, and undivided profits of over $100 million as of the close of their most recent fiscal year, or instruments that are insured by the Bank Insurance Fund or the Savings Institution
Insurance Fund of the Federal Deposit Insurance Corporation (FDIC). The Funds also may invest in high quality, short-term, corporate debt obligations, including variable rate demand notes, having a maturity of one year or less. Because
there is no secondary trading market in demand notes, the inability of the issuer to make required payments could impact adversely a Funds ability to resell when it deems advisable to do so.
A Fund may invest in foreign money market instruments, which typically involve more risk that investing in U.S. money market instruments. See
Foreign Securities below. These risks include, among others, higher brokerage commissions, less public information, and less liquid markets in which to sell and meet large shareholder redemption requests.
Bankers Acceptances
. Bankers acceptances generally are negotiable instruments (time drafts) drawn to finance the export, import,
domestic shipment or storage of goods. They are termed accepted when a bank writes on the draft its agreement to pay it at maturity, using the word accepted. The bank is, in effect, unconditionally guaranteeing to pay the
face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an asset, or it may be sold in the secondary market at the going rate of interest for a specified maturity.
Certificates of Deposit (CDs)
. The FDIC is an agency of the U.S. government that insures the deposits of certain banks and savings and
loan associations up to $250,000 per deposit. The interest on such deposits may not be insured to the extent this limit is exceeded. Current federal regulations also permit such institutions to issue insured negotiable CDs in amounts of $250,000 or
more without regard to the interest rate ceilings on other deposits. To remain fully insured, these investments must be limited to $250,000 per insured bank or savings and loan association.
Commercial Paper
. Commercial paper includes notes, drafts or similar instruments payable on demand or having a maturity at
the time of issuance not exceeding nine months, exclusive of days of grace or any renewal thereof. A Fund may invest in commercial paper rated A-l or A-2 by Standard & Poors
®
Ratings Group
(S&P
®
) or Prime-1 or Prime-2 by Moodys Investors Service, Inc. (Moodys),
and in other lower quality commercial paper.
3
Caps, Floors and Collars
The Funds may enter into caps, floors and collars relating to securities, interest rates or currencies. In a cap or floor, the buyer pays a premium (which
is generally, but not always a single up-front amount) for the right to receive payments from the other party if, on specified payment dates, the applicable rate, index or asset is greater than (in the case of a cap) or less than (in the case of a
floor) an agreed level, for the period involved and the applicable notional amount. A collar is a combination instrument in which the same party buys a cap and sells a floor. Depending upon the terms of the cap and floor comprising the collar, the
premiums will partially or entirely offset each other. The notional amount of a cap, collar or floor is used to calculate payments, but is not itself exchanged. The Funds may be both buyers and sellers of these instruments. In addition, the Funds
may engage in combinations of put and call options on securities (also commonly known as collars), which may involve physical delivery of securities. Like swaps, caps, floors and collars are very flexible products. The terms of the transactions
entered by the Funds may vary from the typical examples described here.
Corporate Debt Securities
A Fund may invest in investment grade corporate debt securities of any rating or maturity. Investment grade
corporate bonds are those rated BBB or better by S&P
®
or Baa or better by Moodys. Securities rated BBB
by S&P
®
are considered investment grade, but Moodys considers securities rated Baa to have speculative
characteristics. See Appendix A for a description of corporate bond ratings. A Fund may also invest in unrated securities.
Corporate debt
securities are fixed-income securities issued by businesses to finance their operations, although corporate debt instruments may also include bank loans to companies. Notes, bonds, debentures and commercial paper are the most common types of
corporate debt securities, with the primary difference being their maturities and secured or un-secured status. Commercial paper has the shortest term and is usually unsecured.
The broad category of corporate debt securities includes debt issued by domestic or foreign companies of all kinds, including those with small-, mid- and large-capitalizations. Corporate debt may be rated
investment-grade or below investment-grade and may carry variable or floating rates of interest.
Because of the wide range of types, and
maturities, of corporate debt securities, as well as the range of creditworthiness of its issuers, corporate debt securities have widely varying potentials for return and risk profiles. For example, commercial paper issued by a large established
domestic corporation that is rated investment-grade may have a modest return on principal, but carries relatively limited risk. On the other hand, a long-term corporate note issued by a small foreign corporation from an emerging market country that
has not been rated may have the potential for relatively large returns on principal, but carries a relatively high degree of risk.
Corporate
debt securities carry both credit risk and interest rate risk. Credit risk is the risk that a Fund could lose money if the issuer of a corporate debt security is unable to pay interest or repay principal when it is due. Some corporate debt
securities that are rated below investment-grade are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. The credit risk of a particular issuers debt security
may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities
while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders of higher-ranking senior securities may receive amounts otherwise payable to the holders of more junior securities. Interest rate risk is the
risk that the value of certain corporate debt securities will tend to fall when interest rates rise. In general, corporate debt securities with longer terms tend to fall more in value when interest rates rise than corporate debt securities with
shorter terms.
Foreign Currencies
A Fund may invest directly and indirectly in foreign currencies. Investments in foreign currencies are subject to numerous risks not least being the fluctuation of foreign currency exchange rates with
respect to the U.S. dollar. Exchange rates fluctuate for a number of reasons.
4
Inflation
.
Exchange rates change to reflect changes in a currencys buying power.
Different countries experience different inflation rates due to different monetary and fiscal policies, different product and labor market conditions, and a host of other factors.
Trade Deficits.
Countries with trade deficits tend to experience a depreciating currency. Inflation may be the cause of a trade deficit, making a countrys goods more expensive and less
competitive and so reducing demand for its currency.
Interest Rates.
High interest rates may raise currency values in the short
term by making such currencies more attractive to investors. However, since high interest rates are often the result of high inflation, long-term results may be the opposite.
Budget Deficits and Low Savings Rates.
Countries that run large budget deficits and save little of their national income tend to suffer a depreciating currency because they are forced to
borrow abroad to finance their deficits. Payments of interest on this debt can inundate the currency markets with the currency of the debtor nation. Budget deficits also can indirectly contribute to currency depreciation if a government chooses
inflationary measure to cope with its deficits and debt.
Political Factors.
Political instability in a country can cause a
currency to depreciate. Demand for a certain currency may fall if a country appears a less desirable place in which to invest and do business.
Government Control.
Through their own buying and selling of currencies, the worlds central banks sometimes manipulate exchange rate
movements. In addition, governments occasionally issue statements to influence peoples expectations about the direction of exchange rates, or they may instigate policies with an exchange rate target as the goal.
The value of a Funds investments is calculated in U.S. dollars each day that the New York Stock Exchange is open for business. As a result, to the
extent that the a Funds assets are invested in instruments denominated in foreign currencies and the currencies appreciate relative to the U.S. dollar, a Funds NAV per share as expressed in U.S. dollars (and, therefore, the value of your
investment) should increase. If the U.S. dollar appreciates relative to the other currencies, the opposite should occur.
The currency-related
gains and losses experienced by a Fund will be based on changes in the value of portfolio securities attributable to currency fluctuations only in relation to the original purchase price of such securities as stated in U.S. dollars. Gains or losses
on shares of a Fund will be based on changes attributable to fluctuations in the NAV of such shares, expressed in U.S. dollars, in relation to the original U.S. dollar purchase price of the shares. The amount of appreciation or depreciation in a
Funds assets also will be affected by the net investment income generated by the money market instruments in which each Fund invests and by changes in the value of the securities that are unrelated to changes in currency exchange rates.
A Fund may incur currency exchange costs when it sells instruments denominated in one currency and buy instruments denominated in another.
Currency Transactions.
A Fund conducts currency exchange transactions on a spot basis. Currency transactions made on a spot
basis are for cash at the spot rate prevailing in the currency exchange market for buying or selling currency. A Fund also enters into forward currency contracts. See Options, Futures and Other Strategies below. 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. These contracts are entered
into on the interbank market conducted directly between currency traders (usually large commercial banks) and their customers.
A Fund may
invest in a combination of forward currency contracts and U.S. dollar-denominated market instruments in an attempt to obtain an investment result that is substantially the same as a direct investment in a foreign currency-denominated instrument.
This investment technique creates a synthetic position in the particular foreign-currency instrument whose performance the Adviser is trying to duplicate. For example, the combination of U.S. dollar-denominated instruments with
long forward currency exchange contracts creates a position
5
economically equivalent to a money market instrument denominated in the foreign currency itself. Such combined positions are sometimes necessary when the money market in a particular foreign
currency is small or relatively illiquid.
A Fund may invest in forward currency contracts to hedge either specific transactions (transaction
hedging) or portfolio positions (position hedging). Transaction hedging is the purchase or sale of forward currency contracts with respect to specific receivables or payables of a Fund in connection with the purchase and sale of portfolio
securities. Position hedging is the sale of a forward currency contract on a particular currency with respect to portfolio positions denominated or quoted in that currency.
A Fund may use forward currency contracts for position hedging if consistent with its policy of trying to expose its net assets to foreign currencies. A Fund is not required to enter into forward currency
contracts for hedging purposes and it is possible that a Fund may not be able to hedge against a currency devaluation that is so generally anticipated that a Fund is unable to contract to sell the currency at a price above the devaluation level it
anticipates. It also is possible, under certain circumstances, that a Fund may have to limit its currency transactions to qualify as a regulated investment company under Subchapter M of Chapter 1 of Subtitle A of the Internal Revenue
Code of 1986, as amended (Code)(RIC). See Dividends, other Distributions and Taxes.
A Fund currently does
not intend to enter into a forward currency contract with a term of more than one year, or to engage in position hedging with respect to the currency of a particular country to more than the aggregate market value (at the time the hedging
transaction is entered into) of its portfolio securities denominated in (or quoted in or currently convertible into or directly related through the use of forward currency contracts in conjunction with money market instruments to) that particular
currency.
At or before the maturity of a forward currency contract, a Fund may either sell a portfolio security and make delivery of the
currency, or retain the security and terminate its contractual obligation to deliver the currency by buying an offsetting contract obligating it to buy, on the same maturity date, the same amount of the currency. If a Fund engages in an
offsetting transaction, it may later enter into a new forward currency contract to sell the currency.
If a Fund engages in an offsetting
transaction, it will incur a gain or loss to the extent that there has been movement in forward currency contract prices. If forward prices go down during the period between the date a Fund enters into a forward currency contract for the sale of a
currency and the date it enters into an offsetting contract for the purchase of the currency, a Fund will realize a gain to the extent that the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to buy. If
forward prices go up, a Fund will suffer a loss to the extent the price of the currency it has agreed to buy exceeds the price of the currency it has agreed to sell.
Since a Fund invests in money market instruments denominated in foreign currencies, it may hold foreign currencies pending investment or conversion into U.S. dollars. Although a Fund values its assets
daily in U.S. dollars, it does not convert its holdings of foreign currencies into U.S. dollars on a daily basis. A Fund will convert its holdings from time to time, however, and incur the costs of currency conversion. Foreign exchange dealers do
not charge a fee for conversion, but they do realize a profit based on the difference between the prices at which they buy and sell various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, and offer to buy the
currency at a lower rate if a Fund tries to resell the currency to the dealer.
Foreign Currency Options.
A Fund may invest in
foreign currency-denominated securities and may buy or sell put and call options on foreign currencies. A Fund may buy or sell put and call options on foreign currencies either on exchanges or in the over-the-counter (OTC) market. A put
option on a foreign currency gives the purchaser of the option the right to sell a foreign currency at the exercise price until the option expires. A call option on a foreign currency gives the purchaser of the option the right to purchase the
currency at the exercise price until the option expires. Currency options traded on U.S. or other exchanges may be subject to position limits which may limit the ability of a Fund to reduce foreign currency risk using such options. OTC options
differ from traded options in that they are two-party contracts with price and other terms negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-traded options.
6
Foreign Currency Exchange-Related Securities.
Foreign currency warrants
. Foreign currency warrants such as Currency Exchange Warrants
SM
(CEWs
SM
) are warrants which entitle the holder
to receive from their issuer an amount of cash (generally, for warrants issued in the United States, in U.S. dollars) which is calculated pursuant to a predetermined formula and based on the exchange rate between a specified foreign currency and the
U.S. dollar as of the exercise date of the warrant. Foreign currency warrants generally are exercisable upon their issuance and expire as of a specified date and time. Foreign currency warrants have been issued in connection with U.S.
dollar-denominated debt offerings by major corporate issuers in an attempt to reduce the foreign currency exchange risk which, from the point of view of prospective purchasers of the securities, is inherent in the international fixed-income
marketplace. Foreign currency warrants may attempt to reduce the foreign exchange risk assumed by purchasers of a security by, for example, providing for a supplemental payment in the event that the U.S. dollar depreciates against the value of a
major foreign currency such as the Japanese yen or the Euro. The formula used to determine the amount payable upon exercise of a foreign currency warrant may make the warrant worthless unless the applicable foreign currency exchange rate moves in a
particular direction (
e.g.,
unless the U.S. dollar appreciates or depreciates against the particular foreign currency to which the warrant is linked or indexed). Foreign currency warrants are severable from the debt obligations with which
they may be offered, and may be listed on exchanges. Foreign currency warrants may be exercisable only in certain minimum amounts, and an investor wishing to exercise warrants who possesses less than the minimum number required for exercise may be
required either to sell the warrants or to purchase additional warrants, thereby incurring additional transaction costs. In the case of any exercise of warrants, there may be a time delay between the time a holder of warrants gives instructions to
exercise and the time the exchange rate relating to exercise is determined, during which time the exchange rate could change significantly, thereby affecting both the market and cash settlement values of the warrants being exercised. The expiration
date of the warrants may be accelerated if the warrants should be delisted from an exchange or if their trading should be suspended permanently, which would result in the loss of any remaining time value of the warrants (
i.e.,
the
difference between the current market value and the exercise value of the warrants), and, in the case the warrants were out-of-the-money, in a total loss of the purchase price of the warrants.
Warrants are generally unsecured obligations of their issuers and are not standardized foreign currency options issued by the Options Clearing
Corporation (OCC). Unlike foreign currency options issued by OCC, the terms of foreign exchange warrants generally will not be amended in the event of governmental or regulatory actions affecting exchange rates or in the event of the
imposition of other regulatory controls affecting the international currency markets. The initial public offering price of foreign currency warrants is generally considerably in excess of the price that a commercial user of foreign currencies might
pay in the interbank market for a comparable option involving significantly larger amounts of foreign currencies. Foreign currency warrants are subject to significant foreign exchange risk, including risks arising from complex political or economic
factors.
Principal exchange rate linked securities
. Principal exchange rate linked securities (PERLs
SM
) are debt obligations the principal on which is payable at
maturity in an amount that may vary based on the exchange rate between the U.S. dollar and a particular foreign currency at or about that time. The return on standard principal exchange rate linked securities is enhanced if the foreign
currency to which the security is linked appreciates against the U.S. dollar, and is adversely affected by increases in the foreign exchange value of the U.S. dollar; reverse principal exchange rate linked securities are like the
standard securities, except that their return is enhanced by increases in the value of the U.S. dollar and adversely impacted by increases in the value of foreign currency. Interest payments on the securities are generally made in U.S.
dollars at rates that reflect the degree of foreign currency risk assumed or given up by the purchaser of the notes (
i.e.,
at relatively higher interest rates if the purchaser has assumed some of the foreign exchange risk, or relatively lower
interest rates if the issuer has assumed some of the foreign exchange risk, based on the expectations of the current market). Principal exchange rate linked securities may in limited cases be subject to acceleration of maturity (generally, not
without the consent of the holders of the securities), which may have an adverse impact on the value of the principal payment to be made at maturity.
Performance indexed paper
. Performance indexed paper
(PIPs
SM
) is U.S. dollar-denominated commercial
paper the yield of which is linked to certain foreign exchange rate movements. The yield to the investor on performance indexed paper is established at maturity as a function of spot exchange rates between the U.S. dollar and a designated currency
as of or about that time (generally, the index maturity two days prior to maturity). The yield to
7
the investor will be within a range stipulated at the time of purchase of the obligation, generally with a guaranteed minimum rate of return that is below, and a potential maximum rate of return
that is above, market yields on U.S. dollar-denominated commercial paper, with both the minimum and maximum rates of return on the investment corresponding to the minimum and maximum values of the spot exchange rate two business days prior to
maturity.
Hybrid Instruments
A Fund may invest in hybrid instruments. A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract.
Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic
factor (each a benchmark). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. A
hybrid could be, for example, a bond issued by an oil company that pays a small base level of interest, in addition to interest that accrues when oil prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a
bond and a call option on oil.
Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency
hedging, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than
the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value
of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate
or floating rate of interest. The purchase of hybrids also exposes a Fund to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the NAV of a Fund.
Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, a Funds investment in these products may be
subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
8
Illiquid Investments and Restricted Securities
Each Fund may purchase and hold illiquid investments. No Fund will purchase or otherwise acquire any security if, as a result, more than 15% (5% for the
Money Market Fund) of its net assets (taken at current value) would be invested in investments that are illiquid by virtue of the absence of a readily available market or legal or contractual restrictions on resale. This policy does not include
restricted securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as amended (1933 Act), which the Trusts Board of Trustees (Board or Trustees) or Rafferty, the Funds
investment adviser, has determined under Board-approved guidelines are liquid. No Fund, however, currently anticipates investing in such restricted securities.
The term illiquid investments for this purpose means investments that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which a Fund has
valued the investments. Investments currently considered to be illiquid include: (1) repurchase agreements not terminable within seven days; (2) securities for which market quotations are not readily available; (3) OTC options and
their underlying collateral; (4) bank deposits, unless they are payable at principal amount plus accrued interest on demand or within seven days after demand; and (5) restricted securities not determined to be liquid pursuant to guidelines
established by the Board; and (6) in certain circumstances, securities involved in swap, cap, floor or collar transactions. The assets used as cover for OTC options written by a Fund will be considered illiquid unless the OTC options are sold
to qualified dealers who agree that a Fund may repurchase any OTC option it writes at a maximum price to be calculated by a formula set forth in the option agreement. The cover for an OTC option written subject to this procedure would be considered
illiquid only to the extent that the maximum repurchase price under the formula exceeds the intrinsic value of the option.
A Fund may not be
able to sell illiquid investments when Rafferty considers it desirable to do so or may have to sell such investments at a price that is lower than the price that could be obtained if the investments were liquid. In addition, the sale of illiquid
investments may require more time and result in higher dealer discounts and other selling expenses than does the sale of investments that are not illiquid. Illiquid investments also may be more difficult to value due to the unavailability of
reliable market quotations for such investments, and investment in illiquid investments may have an adverse impact on NAV.
Rule 144A
establishes a safe harbor from the registration requirements of the 1933 Act for resales of certain securities to qualified institutional buyers. Institutional markets for restricted securities that have developed as a result of Rule
144A provide both readily ascertainable values for certain restricted securities and the ability to liquidate an investment to satisfy share redemption orders. An insufficient number of qualified institutional buyers interested in purchasing Rule
144A-eligible securities held by a Fund, however, could affect adversely the marketability of such portfolio securities, and a Fund may be unable to dispose of such securities promptly or at reasonable prices.
Indexed Securities
A Fund may purchase indexed securities, which are securities, the value of which varies positively or negatively in relation to the value of other securities, securities indices or other financial
indicators, consistent with its investment objective. Indexed securities may be debt securities or deposits whose value at maturity or coupon rate is determined by reference to a specific instrument or statistic. Recent issuers of indexed securities
have included banks, corporations and certain U.S. government agencies.
The performance of indexed securities depends to a great extent on
the performance of the security or other instrument to which they are indexed and also may be influenced by interest rate changes in the United States and abroad. At the same time, indexed securities are subject to the credit risks associated with
the issuer of the security, and their values may decline substantially if the issuers creditworthiness deteriorates. Indexed securities may be more volatile than the underlying instruments. Certain indexed securities that are not traded on an
established market may be deemed illiquid. See Illiquid Investments and Restricted Securities above.
9
Interest Rate Swaps
A Fund may enter into interest rate swaps for hedging purposes and non-hedging purposes. Since swaps are entered into for good faith hedging purposes or
are offset by a segregated account maintained by an approved custodian, Rafferty believes that swaps do not constitute senior securities as defined in the 1940 Act and, accordingly, will not treat them as being subject to a Funds borrowing
restrictions. The net amount of the excess, if any, of a Funds obligations over its entitlement with respect to each interest rate swap will be accrued on a daily basis and an amount of cash or other liquid securities having an aggregate NAV
at least equal to such accrued excess will be maintained in a segregated account by each Funds custodian. A Fund will not enter into any interest rate swap unless Rafferty believes that the other party to the transaction is creditworthy. If
there is a default by the other party to such a transaction, a Fund will have contractual remedies pursuant to the agreement. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting
both as principals and as agents utilizing standardized swap documentation. In addition, some interest rate swaps are, and more in the future may be, centrally cleared. As a result, the swap market has become relatively liquid in comparison with the
markets for other similar instruments which are traded in the interbank market.
Junk Bonds
A Fund may invest in lower-rated debt securities, including securities in the lowest credit rating category, of any maturity, often
called junk bonds.
Junk bonds generally offer a higher current yield than that available for higher-grade issues. However,
lower-rated securities involve higher risks, in that they are especially subject to adverse changes in general economic conditions and in the industries in which the issuers are engaged, to changes in the financial condition of the issuers and to
price fluctuations in response to changes in interest rates. During periods of economic downturn or rising interest rates, highly leveraged issuers may experience financial stress that could adversely affect their ability to make payments of
interest and principal and increase the possibility of default. In addition, the market for lower-rated debt securities has expanded rapidly in recent years, and its growth paralleled a long economic expansion. At times in recent years, the prices
of many lower-rated debt securities declined substantially, reflecting an expectation that many issuers of such securities might experience financial difficulties. As a result, the yields on lower-rated debt securities rose dramatically, but such
higher yields did not reflect the value of the income stream that holders of such securities expected, but rather, the risk that holders of such securities could lose a substantial portion of their value as a result of the issuers financial
restructuring or default. There can be no assurance that such declines will not recur.
The market for lower-rated debt issues generally is
thinner and less active than that for higher quality securities, which may limit a Funds ability to sell such securities at fair value in response to changes in the economy or financial markets. Adverse publicity and investor perceptions,
whether based on fundamental analysis, may also decrease the values and liquidity of lower-rated securities, especially in a thinly traded market. Changes by recognized rating services in their ratings of a fixed-income security may affect the value
of these investments. A Fund will not necessarily dispose of a security when its rating is reduced below its rating at the time of purchase. However, Rafferty will monitor the investment to determine whether continued investment in the security will
assist in meeting a Funds investment objective.
Mortgage-Backed Securities
A Fund may invest in mortgage-backed securities. A mortgage-backed security is a type of pass-through security, which is a security representing pooled
debt obligations repackaged as interests that pass income through an intermediary to investors. In the case of mortgage-backed securities, the ownership interest is in a pool of mortgage loans.
Mortgage-backed securities are most commonly issued or guaranteed by the Government National Mortgage Association (Ginnie Mae
®
or GNMA), Federal National Mortgage Association (Fannie Mae
®
or FNMA) or Federal Home Loan Mortgage Corporation (Freddie Mac
®
or FHLMC), but may also be issued or guaranteed by other private issuers. GNMA is a
government-owned corporation that is an agency of the U.S. Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely
10
payment of all monthly principal and interest on its mortgage-backed securities. FNMA is a publicly owned, government-sponsored corporation that mostly packages mortgages backed by the Federal
Housing Administration, but also sells some non-governmentally backed mortgages. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest only by FNMA. The FHLMC is a publicly chartered agency that buys
qualifying residential mortgages from lenders, re-packages them and provide certain guarantees. The corporations stock is owned by savings institutions across the United States and is held in trust by the Federal Home Loan Bank System.
Pass-through securities issued by the FHLMC are guaranteed as to timely payment of principal and interest only by the FHLMC.
Mortgage-backed
securities issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, may entail greater risk than obligations directly or indirectly guaranteed by the U.S. government. The average life of a
mortgage-backed security is likely to be substantially less than the original maturity of the mortgage pools underlying the securities. Prepayments of principal by mortgagors and mortgage foreclosures will usually result in the return of the greater
part of principal invested far in advance of the maturity of the mortgages in the pool.
Collateralized mortgage obligations
(CMOs) are debt obligations collateralized by mortgage loans or mortgage pass-through securities (collateral collectively hereinafter referred to as Mortgage Assets). Multi-class pass-through securities are interests in a
trust composed of Mortgage Assets and all references in this section to CMOs include multi-class pass-through securities. Principal prepayments on the Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated
maturities or final distribution dates, resulting in a loss of all or part of the premium if any has been paid. Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly or semi-annual basis. The principal and interest payments
on the Mortgage Assets may be allocated among the various classes of CMOs in several ways. Typically, payments of principal, including any prepayments, on the underlying mortgages are applied to the classes in the order of their respective stated
maturities or final distribution dates, so that no payment of principal is made on CMOs of a class until all CMOs of other classes having earlier stated maturities or final distribution dates have been paid in full.
Stripped mortgage-backed securities (SMBS) are derivative multi-class mortgage securities. A Fund will only invest in SMBS that are
obligations backed by the full faith and credit of the U.S. government. SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions from a pool of mortgage assets. A Fund will only
invest in SMBS whose mortgage assets are U.S. government obligations. A common type of SMBS will be structured so that one class receives some of the interest and most of the principal from the mortgage assets, while the other class receives most of
the interest and the remainder of the principal. If the underlying mortgage assets experience greater than anticipated prepayments of principal, each Fund may fail to fully recoup its initial investment in these securities. The market value of any
class which consists primarily or entirely of principal payments generally is unusually volatile in response to changes in interest rates.
Investment in mortgage-backed securities poses several risks, including among others, prepayment, market and credit risk. Prepayment risk reflects the
risk that borrowers may prepay their mortgages faster than expected, thereby affecting the investments average life and perhaps its yield. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are
most likely to exercise prepayment options at the time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Besides the effect of prevailing interest rates,
the rate of prepayment and refinancing of mortgages may also be affected by home value appreciation, ease of the refinancing process and local economic conditions. Market risk reflects the risk that the price of a security may fluctuate over time.
The price of mortgage-backed securities may be particularly sensitive to prevailing interest rates, the length of time the security is expected to be outstanding, and the liquidity of the issue. In a period of unstable interest rates, there may be
decreased demand for certain types of mortgage-backed securities, and a Fund invested in such securities wishing to sell them may find it difficult to find a buyer, which may in turn decrease the price at which they may be sold. Credit risk reflects
the risk that a Fund may not receive all or part of its principal because the issuer or credit enhancer has defaulted on its obligations. Obligations issued by U.S. government-related entities are guaranteed as to the payment of principal and
interest, but are not backed by the full faith and credit of the U.S. government. The performance of private label mortgage-backed securities, issued by private institutions, is based on the financial health of those institutions. With respect to
GNMA certificates, although GNMA guarantees timely payment even if homeowners delay or default, tracking the pass-through payments may, at times, be difficult.
11
Municipal Obligations
A Fund may invest in municipal obligations. In addition to the usual risks associated with investing for income, the value of municipal obligations can be
affected by changes in the actual or perceived credit quality of the issuers. The credit quality of a municipal obligation can be affected by, among other factors: a) the financial condition of the issuer or guarantor; b) the issuers future
borrowing plans and sources of revenue; c) the economic feasibility of the revenue bond project or general borrowing purpose; d) political or economic developments in the region or jurisdiction where the security is issued; and e) the liquidity of
the security. Because municipal obligations are generally traded OTC, the liquidity of a particular issue often depends on the willingness of dealers to make a market in the security. The liquidity of some municipal issues can be enhanced by demand
features, which enable a Fund to demand payment from the issuer or a financial intermediary on short notice.
Options, Futures and Other Strategies
General
.
A Fund may use certain options (traded on an exchange or OTC, or otherwise), futures contracts (sometimes referred to as futures) and options on futures contracts
(collectively, Financial Instruments) as a substitute for a comparable market position in the underlying security, to attempt to hedge or limit the exposure of a Funds position, to create a synthetic money market position, for
certain tax-related purposes or to effect closing transactions.
The use of Financial Instruments is subject to applicable regulations of the
SEC, the several exchanges upon which they are traded and the Commodity Futures Trading Commission (the CFTC). In addition, a Funds ability to use Financial Instruments will be limited by tax considerations. See Dividends,
other Distributions and Taxes. Pursuant to a claim for exemption filed with the National Futures Association, a Fund is not deemed to be a commodity pool operator or a commodity pool under the Commodity Exchange Act (the CEA) and
is not subject to registration or regulation as such under the CEA. However, the registration exclusion was amended in February 2012, and such amendments took effect on April 24, 2012. If a Fund previously qualified for the exclusion under Rule
4.5, and the Fund does not qualify for the amended exclusion, it will have to register with the CFTC on the later of December 31, 2012, or within 60 days after the CFTC adopts final rules defining swaps and establishing margin
requirements for such instruments.
Under these amendments, if a Fund uses commodity interests (such as futures contracts, options on futures
contracts and swaps) other than for
bona fide
hedging purposes (as defined by the CFTC) the aggregate initial margin and premiums required to establish these positions (after taking into account unrealized profits and unrealized losses on any
such positions and excluding the amount by which options that are in-the-money at the time of purchase) may not exceed 5% of a funds NAV, or alternatively, the aggregate net notional value of those positions, as determined at the
time the most recent position was established, may not exceed 100% of the funds NAV (after taking into account unrealized profits and unrealized losses on any such positions). Accordingly, the Funds have registered as commodity pools, and the
Adviser has registered as a commodity pool operator with the National Futures Association. Each Fund is subject to the risk that a change in U.S. law and related regulations will impact the way a Fund operates, increase the particular costs of a
Funds operations and/or change the competitive landscape. In this regard, any further amendment to the CEA or its related regulations that subject a Fund to additional regulation may have adverse impacts on a Funds operations and
expenses.
In addition to the instruments, strategies and risks described below and in the Prospectus, Rafferty may discover additional
opportunities in connection with Financial Instruments and other similar or related techniques. These new opportunities may become available as Rafferty develops new techniques, as regulatory authorities broaden the range of permitted transactions
and as new Financial Instruments or other techniques are developed. Rafferty may utilize these opportunities to the extent that they are consistent with a Funds investment objective and permitted by a Funds investment limitations and
applicable regulatory authorities. A Funds Prospectus or this SAI will be supplemented to the extent that new products or techniques involve materially different risks than those described below or in the Prospectus.
12
Special Risks
.
The use of Financial Instruments involves special considerations and risks,
certain of which are described below. Risks pertaining to particular Financial Instruments are described in the sections that follow.
(1)
Successful use of most Financial Instruments depends upon Raffertys ability to predict movements of the overall securities markets, which requires different skills than predicting changes in the prices of individual securities. The ordinary
spreads between prices in the cash and futures markets, due to the differences in the natures of those markets, are subject to distortion. Due to the possibility of distortion, a correct forecast of stock market trends by Rafferty may still not
result in a successful transaction. Rafferty may be incorrect in its expectations as to the extent of market movements or the time span within which the movements take place, which, thus, may result in the strategy being unsuccessful.
(2) Options and futures prices can diverge from the prices of their underlying instruments. Options and futures prices are affected by such factors as
current and anticipated short-term interest rates, changes in volatility of the underlying instrument and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect or no correlation also may
result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in how options and futures and securities are traded, and from imposition of daily price fluctuation limits or trading
halts.
(3) As described below, a Fund might be required to maintain assets as cover, maintain segregated accounts or make margin
payments when it takes positions in Financial Instruments involving obligations to third parties (
e.g.
, Financial Instruments other than purchased options). If a Fund were unable to close out its positions in such Financial Instruments, it
might be required to continue to maintain such assets or accounts or make such payments until the position expired or matured. These requirements might impair a Funds ability to sell a portfolio security or make an investment when it would
otherwise be favorable to do so or require that a Fund sell a portfolio security at a disadvantageous time. A Funds ability to close out a position in a Financial Instrument prior to expiration or maturity depends on the existence of a liquid
secondary market or, in the absence of such a market, the ability and willingness of the other party to the transaction (the counterparty) to enter into a transaction closing out the position. Therefore, there is no assurance that any
position can be closed out at a time and price that is favorable to a Fund.
(4) Losses may arise due to unanticipated market price movements,
lack of a liquid secondary market for any particular instrument at a particular time or due to losses from premiums paid by a Fund on options transactions.
Cover
.
Transactions using Financial Instruments, other than purchased options, expose a Fund to an obligation to another party. A Fund will not enter into any such transactions unless it
owns either (1) an offsetting (covered) position in securities or other options or futures contracts or (2) cash and liquid assets with a value, marked-to-market daily, sufficient to cover its potential obligations to the
extent not covered as provided in (1) above. Each Fund will comply with SEC guidelines regarding cover for these instruments and will, if the guidelines so require, set aside cash or liquid assets in an account with its custodian, U.S. Bank,
N.A. (Custodian), in the prescribed amount as determined daily.
Assets used as cover or held in an account cannot be sold while
the position in the corresponding Financial Instrument is open, unless they are replaced with other appropriate assets. As a result, the commitment of a large portion of a Funds assets to cover or accounts could impede portfolio management or
a Funds ability to meet redemption requests or other current obligations.
Options
.
The value of an
option position will reflect, among other things, the current market value of the underlying investment, the time remaining until expiration, the relationship of the exercise price to the market price of the underlying investment and general market
conditions. Options that expire unexercised have no value. Options currently are traded on the Chicago Board Options
Exchange
®
(CBOE
®
), the NYSE American Stock
Exchange
®
(the AMEX
®
) and other exchanges, as well as the OTC markets.
By
buying a call option on a security, a Fund has the right, in return for the premium paid, to buy the security underlying the option at the exercise price. By writing (selling) a call option and receiving a premium, a Fund becomes obligated during
the term of the option to deliver securities underlying the option at the exercise price if the option is exercised. By buying a put option, a Fund has the right, in return for the premium, to sell the security underlying the option at the exercise
price. By writing a put option, a Fund becomes obligated during the term of the option to purchase the securities underlying the option at the exercise price.
13
Because options premiums paid or received by a Fund are small in relation to the market value of the
investments underlying the options, buying and selling put and call options can be more speculative than investing directly in securities.
A
Fund may effectively terminate its right or obligation under an option by entering into a closing transaction. For example, a Fund may terminate its obligation under a call or put option that it had written by purchasing an identical call or put
option; this is known as a closing purchase transaction. Conversely, a Fund may terminate a position in a put or call option it had purchased by writing an identical put or call option; this is known as a closing sale transaction. Closing
transactions permit a Fund to realize profits or limit losses on an option position prior to its exercise or expiration.
Risks of
Options on Securities
.
Exchange-traded options in the United States are issued by a clearing organization affiliated with the exchange on which the option is listed that, in effect, guarantees completion of every exchange-traded option
transaction. In contrast, OTC options are contracts between a Fund and its counterparty (usually a securities dealer or a bank) with no clearing organization guarantee. Thus, when a Fund purchases an OTC option, it relies on the counterparty from
whom it purchased the option to make or take delivery of the underlying investment upon exercise of the option. Failure by the counterparty to do so would result in the loss of any premium paid by a Fund as well as the loss of any expected benefit
of the transaction.
A Funds ability to establish and close out positions in exchange-traded options depends on the existence of a
liquid market. However, there can be no assurance that such a market will exist at any particular time. Closing transactions can be made for OTC options only by negotiating directly with the counterparty, or by a transaction in the secondary market
if any such market exists. There can be no assurance that a Fund will in fact be able to close out an OTC option position at a favorable price prior to expiration. In the event of insolvency of the counterparty, a Fund might be unable to close out
an OTC option position at any time prior to its expiration.
If a Fund were unable to effect a closing transaction for an option it had
purchased, it would have to exercise the option to realize any profit. The inability to enter into a closing purchase transaction for a covered call option written by a Fund could cause material losses because a Fund would be unable to sell the
investment used as cover for the written option until the option expires or is exercised.
Risks of Options on Currencies, Securities
and Commodities.
Exchange-traded options in the United States are issued by a clearing organization affiliated with the exchange on which the option is listed that, in effect, guarantees completion of every exchange-traded option
transaction. In contrast, OTC options are contracts between a Fund and its counterparty (usually a securities dealer or a bank) with no clearing organization guarantee. Thus, when a Fund purchases an OTC option, it relies on the counterparty from
which it purchased the option to make or take delivery of the underlying investment upon exercise of the option. Failure by the counterparty to do so would result in the loss of any premium paid by a Fund as well as the loss of any expected benefit
of the transaction.
A Funds ability to establish and close out positions in exchange-traded options depends on the existence of a
liquid market. However, there can be no assurance that such a market will exist at any particular time. Closing transactions can be made for OTC options only by negotiating directly with the counterparty, or by a transaction in the secondary market
if any such market exists. There can be no assurance that a Fund will in fact be able to close out an OTC option position at a favorable price prior to expiration. In the event of insolvency of the counterparty, a Fund might be unable to close out
an OTC option position at any time prior to its expiration.
If a Fund were unable to effect a closing transaction for an option it had
purchased, it would have to exercise the option to realize any profit. The inability to enter into a closing purchase transaction for a covered call option written by a Fund could cause material losses because a Fund would be unable to sell the
investment used as cover for the written option until the option expires or is exercised.
14
Options on Indices
.
An index fluctuates with changes in the market values
of the securities included in the index. Options on indices give the holder the right to receive an amount of cash upon exercise of the option. Receipt of this cash amount will depend upon the closing level of the index upon which the option is
based being greater than (in the case of a call) or less than (in the case of put) the exercise price of the option. Some stock index options are based on a broad market index such as the S&P
500
®
Index, the NYSE Composite Index or the AMEX
®
Major Market Index or on a narrower index such as the Philadelphia Stock Exchange Over-the-Counter Index.
Each of the exchanges have established limitations governing the maximum number of call or put options on the same index that may be bought or written by a single investor, whether acting alone or in
concert with others (regardless of whether such options are written on the same or different exchanges or are held or written on one or more accounts or through one or more brokers). Under these limitations, option positions of all investment
companies advised by Rafferty are combined for purposes of these limits. Pursuant to these limitations, an exchange may order the liquidation of positions and may impose other sanctions or restrictions. These positions limits may restrict the number
of listed options that a Fund may buy or sell.
Puts and calls on indices are similar to puts and calls on securities or futures contracts
except that all settlements are in cash and gain or loss depends on changes in the index in question rather than on price movements in individual securities or futures contracts. When a Fund writes a call on an index, it receives a premium and
agrees that, prior to the expiration date, the purchaser of the call, upon exercise of the call, will receive from a Fund an amount of cash if the closing level of the index upon which the call is based is greater than the exercise price of the
call. The amount of cash is equal to the difference between the closing price of the index and the exercise price of the call times a specified multiple (multiplier), which determines the total value for each point of such difference.
When a Fund buys a call on an index, it pays a premium and has the same rights to such call as are indicated above. When a Fund buys a put on an index, it pays a premium and has the same rights as the above, prior to the expiration date, to require
the seller of the put, upon a Funds exercise of the put, to deliver to a Fund an amount of cash if the closing level of the index upon which the put is based is less than the exercise price of the put, which amount of cash is determined by the
multiplier, as described above for calls. When a Fund writes a put on an index, it receives a premium and the purchaser of the put has the right, prior to the expiration date, to require a Fund to deliver to it an amount of cash equal to the
difference between the closing level of the index and the exercise price times the multiplier if the closing level is less than the exercise price.
Risks of Options on Indices
.
If a Fund has purchased an index option and exercises it before the closing index value for that day is available, it runs the risk that the level of the
underlying index may subsequently change. If such a change causes the exercised option to fall out-of-the-money, a Fund will be required to pay the difference between the closing index value and the exercise price of the option (times the applicable
multiplier) to the assigned writer.
OTC Options
.
Unlike exchange-traded options, which are standardized with respect to the
underlying instrument, expiration date, contract size and strike price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. While this type of
arrangement allows a Fund great flexibility to tailor the option to its needs, OTC options generally involve greater risk than exchange-traded options, which are guaranteed by the clearing organization of the exchanges where they are traded.
Forward Contracts
. The Funds may enter into equity, equity index or interest rate forward contracts for purposes of attempting to gain
exposure to an index or group of securities without actually purchasing these securities, or to hedge a position. 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. Because they are two-party contracts and because they may have terms greater than seven days, forward contracts may
be considered to be illiquid for the Funds illiquid investment limitations. A Fund will not enter into any forward contract unless Rafferty believes that the other party to the transaction is creditworthy. A Fund bears the risk of loss of the
amount expected to be received under a forward contract in the event of the default or bankruptcy of a counterparty. If such a default occurs, a Fund will have contractual remedies pursuant to the forward contract, but such remedies may be subject
to bankruptcy and insolvency laws which could affect the Funds rights as a creditor.
15
Futures Contracts and Options on Futures Contracts
.
A futures contract obligates the seller to
deliver (and the purchaser to take delivery of) the specified security on the expiration date of the contract. An index futures contract obligates the seller to deliver (and the purchaser to take) an amount of cash equal to a specific dollar amount
times the difference between the value of a specific index at the close of the last trading day of the contract and the price at which the agreement is made. No physical delivery of the underlying securities in the index is made.
When a Fund writes an option on a futures contract, it becomes obligated, in return for the premium paid, to assume a position in the futures contract at
a specified exercise price at any time during the term of the option. If a Fund writes a call, it assumes a short futures position. If it writes a put, it assumes a long futures position. When a Fund purchases an option on a futures contract, it
acquires the right in return for the premium it pays to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put).
Whether a Fund realizes a gain or loss from futures activities depends upon movements in the underlying security or index. The extent of a Funds loss from an unhedged short position in futures
contracts or from writing unhedged call options on futures contracts is potentially unlimited. A Fund only purchases and sells futures contracts and options on futures contracts that are traded on a U.S. exchange or board of trade.
No price is paid upon entering into a futures contract. Instead, at the inception of a futures contract a Fund is required to deposit initial
margin in an amount generally equal to 10% or less of the contract value. Margin also must be deposited when writing a call or put option on a futures contract, in accordance with applicable exchange rules. Unlike margin in securities
transactions, initial margin does not represent a borrowing, but rather is in the nature of a performance bond or good-faith deposit that is returned to a Fund at the termination of the transaction if all contractual obligations have been satisfied.
Under certain circumstances, such as periods of high volatility, a Fund may be required by an exchange to increase the level of its initial margin payment, and initial margin requirements might be increased generally in the future by regulatory
action.
Subsequent variation margin payments are made to and from the futures commission merchant daily as the value of the
futures position varies, a process known as marking-to-market. Variation margin does not involve borrowing, but rather represents a daily settlement of a Funds obligations to or from a futures commission merchant. When a Fund
purchases an option on a futures contract, the premium paid plus transaction costs is all that is at risk. In contrast, when a Fund purchases or sells a futures contract or writes a call or put option thereon, it is subject to daily variation margin
calls that could be substantial in the event of adverse price movements. If a Fund has insufficient cash to meet daily variation margin requirements, it might need to sell securities at a time when such sales are disadvantageous.
Purchasers and sellers of futures contracts and options on futures can enter into offsetting closing transactions, similar to closing transactions in
options, by selling or purchasing, respectively, an instrument identical to the instrument purchased or sold. Positions in futures and options on futures contracts may be closed only on an exchange or board of trade that provides a secondary market.
However, there can be no assurance that a liquid secondary market will exist for a particular contract at a particular time. In such event, it may not be possible to close a futures contract or options position.
Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract or an option on a futures
contract can vary from the previous days settlement price; once that limit is reached, no trades may be made that day at a price beyond the limit. Daily price limits do not limit potential losses because prices could move to the daily limit
for several consecutive days with little or no trading, thereby preventing liquidation of unfavorable positions.
If a Fund were unable to
liquidate a futures contract or an option on a futures position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. A Fund would continue to be subject to market risk with respect to
the position. In addition, except in the case of purchased options, a Fund would continue to be required to make daily variation margin payments and might be required to maintain cash or liquid assets in an account.
16
Risks of Futures Contracts and Options Thereon
.
The ordinary spreads between prices in the
cash and futures markets (including the options on futures markets), due to differences in the natures of those markets, are subject to the following factors, which may create distortions. First, all participants in the futures market are subject to
margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions, which could distort the normal relationships between the cash and futures
markets. Second, the liquidity of the futures market depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market
could be reduced, thus producing distortion. Third, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by
speculators in the futures market may cause temporary price distortions.
Combined Positions
.
A Fund may purchase and write
options in combination with each other. For example, a Fund may purchase a put option and write a call option on the same underlying instrument, in order to construct a combined position whose risk and return characteristics are similar to selling a
futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, in order to reduce the risk of the written call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.
Other Investment Companies
A Fund may invest in the
securities of other investment companies, including open- and closed-end funds, and in exchange-traded funds. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By
investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Funds proportionate share of the fees and expenses paid by shareholders of the other
investment company, in addition to the fees and expenses Fund shareholders bear in connection with a Funds own operations. Each Fund intends to limit investments in securities issued by other investment companies in accordance with the 1940
Act.
Zero-Coupon Securities
A Fund may invest in zero-coupon securities of any rating or maturity. Zero-coupon securities make no periodic interest payment but are sold at a deep discount from their face value (original issue
discount). The buyer earns a rate of return determined by the gradual appreciation of the security, which is redeemed at face value on a specified maturity date. The original issue discount varies depending on the time remaining until
maturity, as well as market interest rates, liquidity of the security, and the issuers perceived credit quality. If the issuer defaults, a Fund may not receive any return on its investment. Because zero-coupon securities bear no interest and
compound semi-annually at the rate fixed at the time of issuance, their value generally is more volatile than the value of other fixed-income securities. Since zero-coupon securityholders do not receive interest payments, when interest rates rise,
zero-coupon securities fall more dramatically in value than securities paying interest on a current basis. When interest rates fall, zero-coupon securities rise more rapidly in value because the securities reflect a fixed rate of return. An
investment in zero-coupon securities and delayed interest securities (which do not make interest payments until after a specified time) may cause a Fund to recognize income and to be required to make distributions thereof to shareholders before it
receives any cash payments on its investment. See Dividends, Other Distributions and Taxes Income from Zero-Coupon and Payment-in-Kind Securities.
Payment-In-Kind Securities and Strips
A Fund may invest
in payment-in-kind securities and strips of any rating or maturity. Payment-in-kind securities allow the issuer, at its option, to make current interest payments on the bonds either in cash or in additional debt obligations of the issuer. Both
zero-coupon securities and payment-in-kind securities allow an issuer to avoid the need to generate cash to meet current interest payments. Even though such securities do not pay current interest in cash, a Fund nonetheless is required to accrue
interest income on these investments and to distribute the interest income at least annually to its shareholders. Thus, a Fund could be required at times to liquidate other investments to satisfy distribution requirements. A Fund may also invest in
strips, which are debt securities whose interest
17
coupons are taken out and traded separately after the securities are issued but otherwise are comparable to zero-coupon securities. Like zero-coupon securities and payment-in-kind securities,
strips are generally more sensitive to interest rate fluctuations than interest paying securities of comparable term and quality.
Repurchase Agreements
A Fund may enter into repurchase agreements with banks that are members of the Federal Reserve System or
securities dealers who are members of a national securities exchange or are primary dealers in U.S. government securities. Repurchase agreements generally are for a short period of time, usually less than a week. Under a repurchase agreement, a Fund
purchases a U.S. government security and simultaneously agrees to sell the security back to the seller at a mutually agreed-upon future price and date, normally one day or a few days later. The resale price is greater than the purchase price,
reflecting an agreed-upon market interest rate during a Funds holding period. While the maturities of the underlying securities in repurchase agreement transactions may be more than one year, the term of each repurchase agreement always will
be less than one year. Repurchase agreements with a maturity of more than seven days are considered to be illiquid investments. No Fund may enter into such a repurchase agreement if, as a result, more than 15% (10% in the case of the Money Market
Fund) of the value of its net assets would then be invested in such repurchase agreements and other illiquid investments. See Illiquid Investments and Restricted Securities above.
A Fund will always receive, as collateral, securities whose market value, including accrued interest, at all times will be at least equal to 100% of the dollar amount invested by a Fund in each repurchase
agreement. In the event of default or bankruptcy by the seller, a Fund will liquidate those securities (whose market value, including accrued interest, must be at least 100% of the amount invested by a Fund) held under the applicable repurchase
agreement, which securities constitute collateral for the sellers obligation to repurchase the security. If the seller defaults, a Fund might incur a loss if the value of the collateral securing the repurchase agreement declines and might
incur disposition costs in connection with liquidating the collateral. In addition, if bankruptcy or similar proceedings are commenced with respect to the seller of the security, realization upon the collateral by a Fund may be delayed or limited.
Reverse Repurchase Agreements
A Fund may borrow by entering into reverse repurchase agreements with the same parties with whom it may enter into repurchase agreements. Under a reverse repurchase agreement, a Fund sells securities and
agrees to repurchase them at a mutually agreed to price. At the time a Fund enters into a reverse repurchase agreement, it will establish and maintain a segregated account with an approved custodian containing liquid high-grade securities,
marked-to-market daily, having a value not less than the repurchase price (including accrued interest). Reverse repurchase agreements involve the risk that the market value of securities retained in lieu of sale by a Fund may decline below the price
of the securities a Fund has sold but is obliged to repurchase. If the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to
determine whether to enforce a Funds obligation to repurchase the securities. During that time, a Funds use of the proceeds of the reverse repurchase agreement effectively may be restricted. Reverse repurchase agreements create leverage,
a speculative factor, and are considered borrowings for the purpose of a Funds limitation on borrowing.
Short Sales
A Fund may engage in short sale transactions under which a Fund sells a security it does not own. To complete such a transaction, a Fund must borrow the security to make delivery to the buyer. A Fund then
is obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by a Fund. Until the security is
replaced, a Fund is required to pay to the lender amounts equal to any dividends that accrue during the period of the loan. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet the margin requirements, until
the short position is closed out.
Until a Fund closes its short position or replaces the borrowed stock, a Fund will: (1) maintain an
account containing cash or liquid assets at such a level that (a) the amount deposited in the account plus the amount
18
deposited with the broker as collateral will equal the current value of the stock sold short and (b) the amount deposited in the account plus the amount deposited with the broker as
collateral will not be less than the market value of the stock at the time the stock was sold short; or (2) otherwise cover a Funds short position.
Swap Agreements
A Fund may enter into swap agreements.
Swap agreements are generally two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or
differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or swapped between the parties are calculated with respect to a notional amount,
i.e.,
the return on or increase in value of a particular dollar amount invested in a basket of securities representing a particular index. Some swaps are, and more in the future will be, centrally cleared. Swaps that are
centrally-cleared are subject to the creditworthiness of the clearing organizations involved in the transaction. For example, an investor could lose margin payments it has deposited with the clearing organization as well as the net amount of gains
not yet paid by the clearing organization if it breaches its agreement with the investor or becomes insolvent or goes into bankruptcy. In the event of bankruptcy of the clearing organization, the investor may be entitled to the net amount of gains
the investor is entitled to receive plus the return of margin owed to it only in proportion to the amount received by the clearing organizations other customers, potentially resulting in losses to the investor.
An interest rate swap is an agreement between two parties to exchange interest payments on a designated amount of two different securities for a
designated period of time. For example, two parties may agree to exchange interest payments on variable and fixed rate instruments. A Fund may enter into interest rate swap transactions to preserve a return or spread on a particular investment or a
portion of its bond portfolio.
A total return swap is a contract whereby one party agrees to make a series of payments to another party based
on the change in the market value of the assets underlying such contract (which can include a security, commodity, index or baskets thereof) during the specified period. In exchange, the other party to the contract agrees to make a series of
payments calculated by reference to an interest rate and/or some other agreed-upon amount (including the change in market value of other underlying assets). A Fund may use total return swaps to gain exposure to an asset without owning it or taking
physical custody of it. For example, a Fund investing in total return commodity swaps will receive the price appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.
In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default protection seller. In
return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or
index of assets, each known as the reference entity or underlying asset. A Fund may act as either the buyer or the seller of a credit default swap. A Fund may buy or sell credit default protection on a basket of issuers or assets, even if a number
of the underlying assets referenced in the basket are lower-quality debt securities. In an unhedged credit default swap, a Fund buys credit default protection on a single issuer or asset, a basket of issuers or assets or index of assets without
owning the underlying asset or debt issued by the reference entity. Credit default swaps involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps include
liquidity, counterparty and operational risk.
Credit default swaps allow a fund to acquire or reduce credit exposure to a particular issuer,
asset or basket of assets. If a swap agreement calls for payments by a fund, the Fund must be prepared to make such payments when due. If a Fund is the credit default protection seller, the Fund will experience a loss if a credit event occurs and
the credit of the reference entity or underlying asset has deteriorated. If a Fund is the credit default protection buyer, the Fund will be required to pay premiums to the credit default protection seller.
Most swap agreements entered into by a Fund calculate the obligations of the parties to the agreement on a net basis. Consequently, a
Funds current obligations (or rights) under a swap agreement generally will be equal to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net
amount). Payments may be made at the conclusion of a swap agreement or periodically during its term.
19
Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, if a swap
is entered into on a net basis, if the other party to a swap agreement defaults, a Funds risk of loss consists of the net amount of payments that such Fund is contractually entitled to receive, if any.
The net amount of the excess, if any, of a Funds obligations over its entitlements with respect to a swap agreement entered into on a net basis
will be accrued daily and an amount of cash or liquid asset having an aggregate NAV at least equal to the accrued excess will be maintained in an account with the Custodian that satisfies the 1940 Act. A Fund also will establish and maintain such
accounts with respect to its total obligations under any swaps that are not entered into on a net basis. Obligations under swap agreements so covered will not be construed to be senior securities for purposes of a Funds investment
restriction concerning senior securities.
Because they are generally two-party contracts and may have terms of greater than seven days, swap
agreements may be considered to be illiquid for a Funds illiquid investment limitations. A Fund will not enter into any swap agreement unless Rafferty believes that the other party to the transaction is creditworthy. A Fund bears the risk of
loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty.
A Fund may enter into a swap agreement with respect to an index in circumstances where Rafferty believes that it may be more cost effective or practical
than buying the underlying securities represented by such index or a futures contract or an option on such index. The counterparty to any swap agreement will typically be a bank, investment banking firm or broker-dealer. The counterparty will
generally agree to pay a Fund the amount, if any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular stocks represented in the index, plus the dividends that would have been
received on those stocks. A Fund will agree to pay to the counterparty a floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested
in such stocks. Therefore, the return to a Fund on any swap agreement should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by a Fund on the notional amount.
The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. In addition, as discussed above, some swaps currently are, and more in the future will be, centrally cleared, which affects how swaps are transacted. As a result, the swap market has become relatively
liquid in comparison with the markets for other similar instruments that are traded in the OTC market. Rafferty, under the supervision of the Board, is responsible for determining and monitoring the liquidity of Fund transactions in swap agreements.
The use of equity swaps is a highly specialized activity that involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions.
Unrated Debt Securities
A Fund may also invest in unrated debt securities. Unrated debt, while not necessarily lower in quality than rated securities, may not have as broad a
market. Because of the size and perceived demand for the issue, among other factors, certain issuers may decide not to pay the cost of getting a rating for their bonds. The creditworthiness of the issuer, as well as any financial institution or
other party responsible for payments on the security, will be analyzed to determine whether to purchase unrated bonds.
U.S. Government Sponsored Enterprises (GSE)
GSE securities are issued or guaranteed by the U.S. government or its
agencies or instrumentalities. Some obligations issued by GSEs and instrumentalities are supported by the full faith and credit of the U.S. Treasury; others by the right of the issuer to borrow from the U.S. Treasury; others by discretionary
authority of the U.S. government to purchase certain obligations of the agency or instrumentality; and others only by the credit of the agency or instrumentality. Those securities bear fixed, floating or variable rates of interest. Interest may
fluctuate based on generally recognized reference rates or the relationship of rates. While the U.S. government currently provides financial support to such GSEs or instrumentalities, no assurance can be given that it will always do so, since it is
not so obligated by law.
20
Certain U.S. government debt securities, such as securities of the Federal Home Loan
Banks, are supported by the right of the issuer to borrow from the U.S. Treasury. Others, such as securities issued by the Fannie Mae
©
and Freddie Mac
©
, are
supported only by the credit of the corporation. In the case of securities not backed by the full faith and credit of the United States, a fund must look principally to the agency issuing or guaranteeing the obligation in the event the agency or
instrumentality does not meet its commitments. The U.S. government may choose not to provide financial support to GSEs or instrumentalities if it is not legally obligated to do so. A fund will invest in securities of such instrumentalities only when
Rafferty is satisfied that the credit risk with respect to any such instrumentality is comparatively minimal.
U.S. Government Securities
A Fund may invest in securities issued or guaranteed by the U.S. government or its agencies or instrumentalities (U.S. government securities) in pursuit of its investment objective, in order
to deposit such securities as initial or variation margin, as cover for the investment techniques they employ, as part of a cash reserve and for liquidity purposes.
U.S. government securities are high-quality instruments issued or guaranteed as to principal or interest by the U.S. Treasury or by an agency or instrumentality of the U.S. government. Not all U.S.
government securities are backed by the full faith and credit of the United States. Some are backed by the right of the issuer to borrow from the U.S. Treasury; others are backed by discretionary authority of the U.S. government to purchase the
agencies obligations; while others are supported only by the credit of the instrumentality. In the case of securities not backed by the full faith and credit of the United States, the investor must look principally to the agency issuing or
guaranteeing the obligation for ultimate repayment.
U.S. government securities include Treasury Bills (which mature within one year of the
date they are issued), Treasury Notes (which have maturities of one to ten years) and Treasury Bonds (which generally have maturities of more than 10 years). All such Treasury securities are backed by the full faith and credit of the United States.
U.S. government agencies and instrumentalities that issue or guarantee securities include the Federal Housing
Administration, Fannie Mae
®
, the Farmers Home Administration, the Export-Import Bank of the United States, the
Small Business Administration, Ginnie Mae
®
, the General Services Administration, the Central Bank for
Cooperatives, the Federal Home Loan Banks, Freddie Mac
®
, the Farm Credit Banks, the Maritime Administration, the
Tennessee Valley Authority, the Resolution Funding Corporation and the Student Loan Marketing Association.
In September
2008, the U.S. Treasury Department (U.S. Treasury) and the Federal Housing Finance Agency (FHFA) announced that Fannie Mae
®
and Freddie Mac
®
had been
placed in conservatorship. Since that time, Fannie Mae
®
and Freddie Mac
®
have received significant capital support through U.S. Treasury preferred stock purchases, as well as U.S. Treasury
and Federal Reserve purchases of their mortgage backed securities (MBS). The FHFA and the U.S. Treasury (through its agreement to purchase Fannie Mae
®
and Freddie Mac
®
preferred
stock) have imposed strict limits on the size of their mortgage portfolios. While the MBS purchase programs ended in 2010, the U.S. Treasury continues its support for the entities capital as necessary to prevent a negative net worth through at
least 2012. While the U.S. Treasury is committed to offset negative equity at Fannie Mae
®
and Freddie Mac
®
through its preferred stock purchases through 2012, no assurance can be given that any Federal Reserve, U.S.
Treasury, or FHFA initiatives will ensure that Fannie Mae
®
and Freddie Mac
®
will remain successful in meeting their obligations with respect to the debt and mortgage-backed securities they
issue beyond that date.
In addition, the problems faced by Fannie Mae
®
and Freddie Mac
®
, resulting
in their being placed into federal conservatorship and receiving significant U.S. government support, have sparked serious debate among federal policy makers regarding the continued role of the U.S. government in providing liquidity for mortgage
loans. The Obama Administration produced a report to Congress on February 11, 2011, outlining a proposal to wind down Fannie Mae
®
and Freddie Mac
®
by
increasing their guarantee fees, reducing their conforming loan limits (the maximum amount of each loan they are authorized to purchase), and continuing progressive limits on the size of
21
their investment portfolio. From the end of 2007 through the second quarter of 2012, the Fannie Mae
©
and Freddie Mac
©
required
U.S. Treasury support of approximately $187 billion through draws under the preferred stock purchase agreements. However, they have repaid approximately $46 billion in dividends. Both Fannie Mae
©
and Freddie Mac
©
ended the
second quarter of 2012 with positive net worth, and as a result, neither required a draw from the U.S. Treasury. Serious discussions among policymakers continue, however, as to whether Fannie Mae
®
and Freddie Mac
®
should be
nationalized, privatized, restructured, or eliminated altogether. Fannie Mae
®
and Freddie Mac
®
also are the subject of several continuing legal actions and investigations over certain accounting, disclosure, or
corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect on the guaranteeing entities. Importantly, the future of Fannie Mae
®
and Freddie Mac
®
is in
question as the U.S. government considers multiple options.
Yields on short-, intermediate- and long-term U.S. government securities are
dependent on a variety of factors, including the general conditions of the money and bond markets, the size of a particular offering and the maturity of the obligation. Debt securities with longer maturities tend to produce higher capital
appreciation and depreciation than obligations with shorter maturities and lower yields. The market value of U.S. government securities generally varies inversely with changes in the market interest rates. An increase in interest rates, therefore,
generally would reduce the market value of a Funds portfolio investments in U.S. government securities, while a decline in interest rates generally would increase the market value of a Funds portfolio investments in these securities.
When-Issued Securities
A Fund may enter into firm commitment agreements for the purchase of securities on a specified future date. A Fund may purchase, for example, new issues of fixed-income instruments on a when-issued basis,
whereby the payment obligation, or yield to maturity, or coupon rate on the instruments may not be fixed at the time of transaction. A Fund will not purchase securities on a when-issued basis if, as a result, more than 15% of its net assets would be
so invested. If a Fund enters into a firm commitment agreement, liability for the purchase price and the rights and risks of ownership of the security accrue to a Fund at the time it becomes obligated to purchase such security, although delivery and
payment occur at a later date. Accordingly, if the market price of the security should decline, the effect of such an agreement would be to obligate a Fund to purchase the security at a price above the current market price on the date of delivery
and payment. During the time a Fund is obligated to purchase such a security, it will be required to segregate assets with an approved custodian in an amount sufficient to settle the transaction.
Other Investment Risks and Practices
Borrowing
. A Fund may borrow money for investment purposes, which is a form of leveraging. Leveraging investments, by purchasing securities with borrowed money, is a speculative technique
that increases investment risk while increasing investment opportunity. Leverage will magnify changes in a Funds NAV and on a Funds investments. Although the principal of such borrowings will be fixed, a Funds assets may change in
value during the time the borrowing is outstanding. Leverage also creates interest expenses for a Fund. To the extent the income derived from securities purchased with borrowed funds exceeds the interest a Fund will have to pay, that Funds net
income will be greater than it would be if leverage were not used. Conversely, if the income from the assets obtained with borrowed funds is not sufficient to cover the cost of leveraging, the net income of a Fund will be less than it would be if
leverage were not used, and therefore the amount available for distribution to shareholders as dividends will be reduced. The use of derivatives in connection with leverage creates the potential for significant loss.
A Fund may borrow money to facilitate management of a Funds portfolio by enabling a Fund to meet redemption requests when the liquidation of
portfolio instruments would be inconvenient or disadvantageous. Such borrowing is not for investment purposes and will be repaid by the borrowing Fund promptly.
As required by the 1940 Act, a Fund must maintain continuous asset coverage (total assets, including assets acquired with borrowed funds, less liabilities exclusive of borrowings) of 300% of all amounts
borrowed. If at any time the value of the required asset coverage declines as a result of market fluctuations or other reasons, a Fund may be required to sell some of its portfolio investments within three days to reduce the amount of its borrowings
and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell portfolio instruments at that time.
22
In addition to the foregoing, the Direxion Monthly 10 Year Note Bull 2X Fund and the Direxion Monthly 10
Year Note Bear 2X Fund may borrow money from a bank as a temporary measure for extraordinary or emergency purposes in amounts not in excess of 5% of the value of their total assets. This borrowing is not subject to the foregoing 300% asset coverage
requirement. Each Fund may pledge portfolio securities as Rafferty deems appropriate in connection with any borrowings.
Lending
Portfolio Securities
. Each Fund may lend portfolio securities with a value not exceeding 33 1/3% (15% in the case of the Money Market Fund) of its total assets to brokers, dealers, and financial institutions. Borrowers are required
continuously to secure their obligations to return securities on loan from a Fund by depositing any combination of short-term government securities and cash as collateral with a Fund. The collateral must be equal to at least 100% of the market value
of the loaned securities, which will be marked to market daily. While a Funds portfolio securities are on loan, a Fund continues to receive interest on the securities loaned and simultaneously earns either interest on the investment of the
collateral or fee income if the loan is otherwise collateralized. A Fund may invest the interest received and the collateral, thereby earning additional income. Loans would be subject to termination by the lending Fund on a four-business days notice
or by the borrower on a one-day notice. Borrowed securities must be returned when the loan is terminated. Any gain or loss in the market price of the borrowed securities that occurs during the term of the loan inures to the lending Fund and that
Funds shareholders. A lending Fund may pay reasonable finders, borrowers, administrative and custodial fees in connection with a loan. Each Fund currently has no intention of lending its portfolio securities.
Portfolio Turnover
. The Trust anticipates that each Funds annual portfolio turnover will vary. A Funds portfolio turnover rate
is calculated by the value of the securities purchased or securities sold, excluding all securities whose maturities at the time of acquisition were one year or less, divided by the average monthly value of such securities owned during the year.
Based on this calculation, instruments with remaining maturities of less than one year are excluded from the portfolio turnover rate. Such instruments generally would include futures contracts and options, since such contracts generally have a
remaining maturity of less than one year. In any given period, all of a Funds investments may have a remaining maturity of less than one year; in that case, the portfolio turnover rate for that period would be equal to zero. However, each
Funds portfolio turnover rate, except for the Money Market Fund, calculated with all securities whose maturities were one year or less is anticipated to be unusually high.
High portfolio turnover involves correspondingly greater expenses to a Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in
other securities. Such sales also may result in adverse tax consequences to a Funds shareholders from the Funds distributions to them of any net capital gains recognized as a result of the sales. The trading costs and tax effects
associated with portfolio turnover may adversely affect a Funds after-tax performance.
Risk of
Tracking Error
Several factors may affect a Funds ability to track the performance of its applicable index. Among these factors
are: (1) Fund expenses, including brokerage expenses and commissions (which may be increased by high portfolio turnover); (2) less than all of the securities in the target index being held by a Fund and securities not included in the
target index being held by a Fund; (3) an imperfect correlation between the performance of instruments held by a Fund, such as futures contracts and options, and the performance of the underlying securities in the cash market comprising an
index; (4) bid-ask spreads (the effect of which may be increased by portfolio turnover); (5) a Fund holding instruments that are illiquid or the market for which becomes disrupted; (6) the need to conform a Funds portfolio
holdings to comply with that Funds investment restrictions or policies, or regulatory or tax law requirements; and (7) market movements that run counter to a leveraged Funds investments (which will cause divergence between a Fund
and its target index over time due to the mathematical effects of leveraging).
While index futures and options contracts closely correlate
with the applicable indices over long periods, shorter-term deviation, such as on a daily basis, does occur with these instruments. As a result, a Funds short-term performance will reflect such deviation from its target index.
23
In the case of Bear Funds whose NAVs are intended to move inversely from their target indices the factor of
compounding also may lead to tracking error. Even if there is a perfect inverse correlation between a Fund and the return of its applicable target index on a calendar month basis, the symmetry between the changes in the benchmark and the changes in
a Funds NAV can be altered significantly over time by a compounding effect. For example, if a Fund achieved a perfect inverse correlation with its target index in every calendar month over an extended period and the level of returns of that
index significantly decreased during that period, a compounding effect for that period would result, causing an increase in a Funds NAV by a percentage that is somewhat greater than the percentage that the indexs returns decreased.
Conversely, if a Fund maintained a perfect inverse correlation with its target index over an extended period and if the level of returns of that index significantly increased over that period, a compounding effect would result, causing a decrease of
a Funds NAV by a percentage that would be somewhat less than the percentage that the index returns increased.
Leverage
If you invest in the Funds, you are exposed to the risk that adverse calendar month performance of a Funds
target index will be leveraged. This means that, if a Funds target index experiences an adverse calendar month performance, your investment in the Fund will be reduced by an amount equal to 2% for every 1% of adverse performance, not including
the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. A Fund could theoretically lose an amount greater than its net assets in the event of a movement of its target index in excess of
50% in a direction adverse to the Fund (meaning a decline in the value of the target index of a Bull Fund and a gain in the value of the target index for a Bear Fund). Further, purchasing shares intra-calendar month may result in greater than 200%
exposure to the performance of the target index if the target index moved in a direction adverse to the Fund between the end of the last calendar month and the time the investor purchased Fund shares. The Funds prospectus provides a detailed
discussion of such risks.
Intra-Calendar Month Investments
The Funds seek calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month.
Thus, an investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the target index, depending upon the movement of the target index from
the end of the prior calendar month until the point of purchase. If the target index moves in a direction favorable to the Fund, the investor will receive exposure to the target index less than 200%. Conversely, if the target index moves in a
direction adverse to the Fund, the investor will receive exposure to the target index greater than 200%. The Funds prospectus provides a detailed discussion of such risk.
Negative Implications of Monthly Goals in Volatile Markets
Each Fund seeks to provide a return which is a multiple of the calendar month performance of its benchmark. No Fund attempts to, and no Fund should be
expected to, provide returns which are a multiple of the return of the benchmark for periods longer than a single month. Each Fund repositions its portfolio on the last business day of a given calendar month, increasing exposure in response to that
calendar months gains or reducing exposure in response to that calendar months losses. If adverse calendar month performance of a Funds target index reduces the amount of a shareholders investment, any further adverse
calendar month performance will lead to a smaller dollar loss because the shareholders investment had already been reduced by the prior adverse performance. Equally, however, if favorable calendar month performance of a Funds target
index increases the amount of a shareholders investment, the dollar amount lost due to future adverse performance will increase correspondingly.
Monthly repositioning will impair a Funds performance if the benchmark experiences volatility.
For instance, a hypothetical 2X Bull Fund, would be expected to lose 2.3% if its benchmark were flat over a hypothetical one year period during which its benchmark experienced annualized volatility of
15%. If the benchmarks annualized volatility were to rise to 40%, the hypothetical loss for a one year period would widen to approximately 16%. An indexs volatility rate is a statistical measure of the magnitude of fluctuations in the
returns of an index.
24
A hypothetical 2X Bear Fund, would be expected to lose 6.6% if its benchmark were flat over
a hypothetical one year period during which its benchmark experienced annualized volatility of 15%. If the benchmarks annualized volatility were to rise to 40%, the hypothetical loss for a one year period would widen to approximately 40%.
An indexs volatility rate is a statistical measure of the magnitude of fluctuations in the returns of an index. Indexes to which the
Funds are benchmarked have different historical volatility rates; the current volatility rates for certain of the Trusts Funds have exceeded 40%. Since market volatility, like that experienced by the markets currently, has negative
implications for Funds which rebalance monthly, investors should be sure to monitor and manage their investments in the Funds in volatile markets.
Special Note Regarding the Correlation Risks of Bull Funds
. As discussed in the Prospectus, each of the Bull Funds is leveraged in the sense that each has an investment objective to
match a multiple of the performance of an index on a given day. The Bull Funds are subject to all of the correlation risks described in the Prospectus. In addition, there is a special form of correlation risk that derives from the Funds use of
leverage, which is that for periods greater than one calendar month, the use of leverage tends to cause the performance of a Fund to be either greater than, or less than, the index performance times the stated multiple in the fund objective.
A Bull Funds return for periods longer than one calendar month is primarily a function of the following:
|
c)
|
financing rates associated with leverage;
|
|
e)
|
dividends paid by companies in the index; and
|
INVESTMENT RESTRICTIONS
In addition to the investment policies and limitations described above and described in the Prospectus, the
Trust, on behalf of each Fund has adopted the following investment limitations, which are fundamental policies and may not be changed without the vote of a majority of the outstanding voting securities of that Fund. Under the 1940 Act, a vote
of the majority of the outstanding voting securities of a Fund means the affirmative vote of the lesser of: (1) more than 50% of the outstanding shares of a Fund; or (2) 67% or more of the shares of a Fund present at a
shareholders meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy.
For purposes of
the following limitations, all percentage limitations apply immediately after a purchase or initial investment. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of the investment, a later increase or
decrease in the percentage resulting from any change in value or net assets will not result in a violation of such restrictions. If at any time a Funds borrowings exceed its limitations due to a decline in net assets, such borrowings will be
reduced promptly to the extent necessary to comply with the limitation.
A Fund shall not:
1.
|
Lend any security or make any other loan if, as a result, more than 33 1/3% of the value of a Funds total assets would be lent to other parties, except
(1) through the purchase of a portion of an issue of debt securities in accordance with a Funds investment objective, policies and limitations; or (2) by engaging in repurchase agreements with respect to portfolio securities.
|
2.
|
Underwrite securities of any other issuer.
|
3.
|
Purchase, hold, or deal in real estate or oil and gas interests.
|
25
4.
|
Pledge, mortgage, or hypothecate a Funds assets, except (1) to the extent necessary to secure permitted borrowings; (2) in connection with the purchase
of securities on a forward-commitment or delayed-delivery basis or the sale of securities on a delayed-delivery basis; and (3) in connection with options, futures contracts, options on futures contracts, forward contracts, swaps, caps, floors,
collars and other financial instruments.
|
5.
|
Invest in physical commodities, except that a Fund may purchase and sell foreign currency, options, futures contracts, options on futures contracts, forward contracts,
swaps, caps, floors, collars, securities on a forward-commitment or delayed-delivery basis, and other financial instruments.
|
6.
|
Issue any senior security (as such term is defined in Section 18(f) of the 1940 Act) (including the amount of senior securities issued by excluding
liabilities and indebtedness not constituting senior securities), except (1) that a Fund may issue senior securities in connection with transactions in options, futures, options on futures and forward contracts, swaps, caps, floors, collars and
other similar investments; (2) as otherwise permitted herein and in Limitation 4 above and 7 below; and (3) each Fund may make short sales of securities.
|
The Funds have each adopted the following investment limitation:
A Fund shall not:
Borrow money, except (1) to the extent permitted under the 1940 Act (which currently limits borrowing to no more than 33
1/3% of the value of each Funds total assets; (2) as a temporary measure and then only in amounts not to exceed 5% of the value of each Funds total assets; (3) to enter into reverse repurchase agreements; or (4) to lend
portfolio securities. For purposes of this investment limitation, the purchase or sale of options, futures contracts, options on futures contracts, forward contracts, swaps, caps, floors, collars and other financial instruments shall not constitute
borrowing.
Each Fund has
adopted the following investment limitation:
A Fund shall not:
Invest more than 25% of the value of its net assets in the securities of issuers in any single industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by
the U.S. government, its agencies or instrumentalities.
Each Fund has adopted the following fundamental investment policy
that enables
it to invest in another investment company or series thereof that has substantially similar investment objectives and policies:
Notwithstanding any other limitation, a Fund may invest all of its investable assets in an open-end management investment company with
substantially the same investment objectives, policies and limitations as a Fund. For this purpose, all of a Funds investable assets means that the only investment securities that will be held by the Fund will be the Funds
interest in the investment company.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to the general supervision by the Trustees, Rafferty is responsible for decisions to buy and sell securities for each Fund, the selection of
broker-dealers to effect the transactions, and the negotiation of brokerage commissions, if any. Rafferty expects that a Fund may execute brokerage or other agency transactions through registered broker-dealers, for a commission, in conformity with
the 1940 Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
When selecting a broker or dealer to
execute portfolio transactions, Rafferty considers many factors, including the rate of commission or the size of the broker-dealers spread, the size and difficulty of the order, the nature of the market for the security,
operational capabilities of the broker-dealer and the research, statistical and economic data furnished by the broker-dealer to Rafferty.
26
In effecting portfolio transactions for a Fund, Rafferty seeks to receive the closing prices of securities
that are in line with those of the securities included in the applicable index and seeks to execute trades of such securities at the lowest commission rate reasonably available. With respect to agency transactions, Rafferty may execute trades at a
higher rate of commission if reasonable in relation to brokerage and research services provided to a Fund or Rafferty. Such services may include the following: information as to the availability of securities for purchase or sale; statistical or
factual information or opinions pertaining to investment; wire services; and appraisals or evaluations of portfolio securities. Each Fund believes that the requirement always to seek the lowest possible commission cost could impede effective
portfolio management and preclude a Fund and Rafferty from obtaining a high quality of brokerage and research services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, Rafferty relies upon its experience
and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage and research services received from the broker effecting the transaction.
Rafferty may use research and services provided to it by brokers in servicing all Funds; however, not all such services may be used by Rafferty in
connection with a Fund. While the receipt of such information and services is useful in varying degrees and generally would reduce the amount of research or services otherwise performed by Rafferty, this information and these services are of
indeterminable value and would not reduce Raffertys investment advisory fee to be paid by a Fund.
Purchases and sales of U.S.
government securities normally are transacted through issuers, underwriters or major dealers in U.S. government securities acting as principals. Such transactions are made on a net basis and do not involve payment of brokerage commissions. The cost
of securities purchased from an underwriter usually includes a commission paid by the issuer to the underwriters; transactions with dealers normally reflect the spread between bid and asked prices.
Aggregate brokerage commissions paid by each of the following Funds for the periods shown are set forth in the tables below. For the Bull and Bear Fund,
brokerage fees paid may change significantly from year to year due to Fund asset inflows and outflows stemming from market timing activities. As discussed in the Prospectus, Rafferty expects a significant portion of the assets of the Bull and Bear
Funds to come from professional money managers and investors who use the Fund as part of asset allocation and market timing investment strategies. If a large number of investors purchase or sell a Fund, the Fund will need to
reposition its portfolio and incur related brokerage fees. Depending on frequency and magnitude of these portfolio transactions, over the course of a year the total impact on brokerage fees paid can vary greatly from year to year. Additionally, the
Bull and Bear Funds will invest significantly in over-the-counter financial instruments with negotiated terms. These financial instruments often include a provision that requires the Funds to close out its position during periods of higher market
volatility. In such instances, a Fund would then reinvest in similar financial instruments in order to continue to seek its investment objective. As a result, depending on the market volatility that a Bull or Bear Fund has experienced in the course
of a year, the resulting brokerage commissions could vary significantly.
|
|
|
|
|
Direxion Monthly 7-10 Year Treasury Bull 2X Fund
|
|
Brokerage Fees Paid
|
|
Year Ended August 31, 2012
|
|
$
|
330,978
|
|
Year Ended August 31, 2011
|
|
$
|
197,796
|
|
Year Ended August 31, 2010
|
|
$
|
94,848
|
|
|
|
|
|
|
Direxion Monthly 7-10 Year Treasury Bear 2X Fund
|
|
Brokerage Fees Paid
|
|
Year Ended August 31, 2012
|
|
$
|
203,432
|
|
Year Ended August 31, 2011
|
|
$
|
152,828
|
|
Year Ended August 31, 2010
|
|
$
|
92,488
|
|
27
PORTFOLIO HOLDINGS INFORMATION
The Trust maintains portfolio holdings disclosure policies that govern the timing and circumstances of disclosure to shareholders and third parties of
information regarding a Funds portfolio investments to ensure that such disclosure is in the best interests of a Funds shareholders. In adopting the policies, the Board considered actual and potential material conflicts that could arise
between the interest of Fund shareholders, the Adviser, the Funds distributor, or any other affiliated person of a Fund. Disclosure of a Funds complete holdings is required to be made quarterly within 60 days of the end of each fiscal
quarter in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report on Form N-Q. These reports are available, free of charge, on the EDGAR database on the SECs website at www.sec.gov.
From time to time, rating and ranking organizations such as Standard & Poors
®
and Morningstar
®
, Inc. may request complete portfolio holdings information in connection with rating a Fund. Similarly, pension plan sponsors, consultants and/or other financial
institutions may request a complete list of portfolio holdings in order to assess the risks of a Funds portfolio along with related performance attribution statistics. The Trust believes that these third parties have legitimate objectives in
requesting such portfolio holdings information. To prevent such parties from potentially misusing the complete portfolio holdings information, a Fund will generally only disclose such information as of the end of the most recent calendar quarter,
with a lag of approximately 60 days. In addition, a Funds President or Chief Compliance Officer may grant exceptions to permit additional disclosure of the complete portfolio holdings information at differing times and with differing lag times
to rating agencies and to the parties noted above, provided that (1) the recipient is subject to a confidentiality agreement; (2) the recipient will utilize the information to reach certain conclusions about the investment management
characteristics of a Fund and will not use the information to facilitate or assist in any investment program; and (3) the recipient will not provide access to third parties to this information. The Chief Compliance Officer shall report any
disclosures made pursuant to this exception to the Board.
In addition, a Funds service providers, such as custodian, administrator,
transfer agent, distributor, legal counsel and independent registered public accounting firm may receive portfolio holdings information in connection with their services to a Fund. In no event shall the Advisers, their affiliates or employees, or a
Fund receive any direct or indirect compensation in connection with the disclosure of information about a Funds portfolio holdings.
In
the event a portfolio holdings disclosure made pursuant to the policies presents a conflict of interest between a Funds shareholders and Rafferty, the Funds distributor and their affiliates or employees and any affiliated person of a
Fund, the disclosure will not be made unless a majority of the Independent Trustees approves such disclosure.
MANAGEMENT OF THE TRUST
The Board of Trustees
The Trust is governed by its Board of Trustees. The Board is responsible for and oversees the overall management and operations of the Trust and the
Funds, which includes the general oversight and review of the Funds investment activities, in accordance with federal law and the law of the Commonwealth of Massachusetts, as well as the stated policies of the Funds. The Board oversees the
Trusts officers and service providers, including Rafferty, which is responsible for the management of the day-to-day operations of the Funds based on policies and agreements reviewed and approved by the Board. In carrying out these
responsibilities, the Board regularly interacts with and receives reports from senior personnel of service providers, including personnel from Rafferty, U.S. Bancorp Fund Services, LLC (USBFS) and Alaric Compliance Services, LLC
(Alaric), and the Trusts Chief Compliance Officer (CCO). The Board also is assisted by the Trusts independent auditor (who reports directly to the Trusts Audit Committee), independent counsel and other
professionals as appropriate.
Risk Oversight
Consistent with its responsibility for oversight of the Trust and the Funds, the Board oversees the management of risks relating to the administration and
operation of the Trust and the Funds. Rafferty, as part of its responsibilities for the day-to-day operations of the Funds, is responsible for day-to-day risk management for the Funds. The Board, in the exercise of its reasonable business judgment
performs its risk management oversight directly and, as to certain
28
matters, through its committees (described below) and through the Independent Trustees. The following provides an overview of the principal, but not all, aspects of the Boards oversight of
risk management for the Trust and the Funds.
The Board has adopted, and periodically reviews, policies and procedures designed to address
risks to the Trust and the Funds. In addition, under the general oversight of the Board, Rafferty and other service providers to the Fund have themselves adopted a variety of policies, procedures and controls designed to address particular risks to
the Fund. Different processes, procedures and controls are employed with respect to different types of risks.
The Board also oversees risk
management for the Trust and the Funds through review of regular reports, presentations and other information from officers of the Trust and other persons. The CCO and senior officers of Rafferty, USBFS and Alaric regularly report to the Board on a
range of matters, including those relating to risk management. The Board also regularly receives reports from Rafferty and USBFS with respect to the Funds investments. In addition to regular reports from these parties, the Board also receives
reports regarding other service providers to the Trust, either directly or through Rafferty, USBFS, Alaric or the CCO, on a periodic or regular basis. At least annually, the Board receives a report from the CCO regarding the effectiveness of the
Funds compliance program. Also, on an annual basis, the Board receives reports, presentations and other information from Rafferty in connection with the Boards consideration of the renewal of each of the Trusts agreements with
Rafferty and the Trusts distribution plan under Rule 12b-1 under the 1940 Act.
The CCO also reports regularly to the Audit Committee on
Fund valuation matters. In addition, the Audit Committee receives regular reports from the Trusts independent registered public accounting firm on internal control and financial reporting matters. On at least a quarterly basis, the Independent
Trustees meet with the CCO to discuss matters relating to the Funds compliance program.
Board
Structure and Related Matters
Board members who are not interested persons of the Funds as defined in
Section 2(a)(19) of the 1940 Act (Independent Trustees) constitute three-quarters of the Board. The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of which operates
pursuant to a charter approved by the Board that delineates the specific responsibilities of that committee. The Board has established three standing committees: the Audit Committee, the Nominating Committee and the Qualified Legal Compliance
Committee. For example, the Audit Committee is responsible for specific matters related to oversight of the Funds independent auditors, subject to approval of the Audit Committees recommendations by the Board. The members and
responsibilities of each Board committee are summarized below.
The Board periodically evaluates its structure and composition as well as
various aspects of its operations. The Chairman of the Board is not an Independent Trustee and the Board has chosen not to have a lead Independent Trustee. However, the Board believes that its leadership structure, including its Independent Trustees
and Board committees, is appropriate for the Trust in light of, among other factors, the asset size and nature of the Funds, the number of Funds overseen by the Board, the arrangements for the conduct of the Funds operations, the number of
Trustees, and the Boards responsibilities. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its committees are functioning effectively and whether, given the size and
composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of Funds in the complex.
The
Trust is part of the Direxion Family of Investment Companies, which is comprised of the 1 portfolio within the Direxion Insurance Trust, 21 portfolios within the Direxion Funds and 118 portfolios within Direxion Shares ETF Trust. The same persons
who constitute the Board also constitute the board of trustees of the Direxion Funds. In addition, the Independent Trustees constitute three-quarters of the board of trustees of the Direxion Shares ETF Trust.
The Board holds four regularly scheduled in-person meetings each year. The Board may hold special meetings, as needed, either in person or by telephone,
to address matters arising between regular meetings. During a portion of each in-person meeting, the Independent Trustees meet outside of managements presence. The Independent Trustees may hold special meetings, as needed, either in person or
by telephone.
29
The Trustees of the Trust are identified in the tables below, which provide information
regarding their age, business address and principal occupation during the past five years including any affiliation with Rafferty, the length of service to the Trust, and the position, if any, that they hold on the board of directors of companies
other than the Trust as of December 31, 2012. Each of the non-interested Trustees of the Trust also serve on the Board of the Direxion Funds and Direxion Shares ETF Trust, the other registered investment companies in the Direxion mutual fund
complex. In addition, Mr. Rafferty serves on the Board of the Direxion Funds. Unless otherwise noted, an individuals business address is 1301 Avenue of the Americas (6
th
Avenue), 35
th
Floor, New York, New York 10019.
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
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
Fund
Complex
Overseen by
Trustee
(2)
|
|
|
Other Trusteeshi ps/
Directorships Held by Trustee
During Past
Five Years
|
Lawrence C. Rafferty
(1)
Age:
70
|
|
Chairman
of the
Board of
Trustees
|
|
Lifetime of
Trust until
removal or
resignation;
Since 1997
|
|
Chairman and Chief Executive Officer of Rafferty, 1997-present; Chief Executive Officer of Rafferty Companies, LLC, 1996-present; Chief Executive Officer of Rafferty Capital
Markets, Inc., 1995-present.
|
|
|
22
|
|
|
Board of Trustees,
Fairfield University;
Board of Directors, St.
Vincents Services;
Executive Committee, Metropolitan Golf
Association
|
Non-Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
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
Fund
Complex
Overseen
by
Trustee
(2)
|
|
|
Other
Trusteeships/
Directorships Held by Trustee
During Past
Five Years
|
Daniel J. Byrne
Age:
69
|
|
Trustee
|
|
Lifetime of Trust until removal or resignation; Since 1997
|
|
President and Chief Executive Officer of Byrne Securities Florida Inc. (formerly, Byrne Securities Inc.), 1992-present.
|
|
|
140
|
|
|
None
|
|
|
|
|
|
|
Gerald E. Shanley III
Age: 69
|
|
Trustee
|
|
Lifetime of Trust until removal or resignation; Since 1997
|
|
Retired, Since 2002; Business Consultant, 1985-present; Trustee of Trust Under Will of Charles S. Payson, 1987-present; C.P.A., 1979-present.
|
|
|
140
|
|
|
None
|
30
|
|
|
|
|
|
|
|
|
|
|
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
Fund
Complex
Overseen by
Trustee
(2)
|
|
Other Trusteeships/
Directorships Held by Trustee
During Past
Five Years
|
John Weisser
Age:
71
|
|
Trustee
|
|
Lifetime of Trust until removal or resignation; Since 2007
|
|
Retired, Since 1995; Salomon Brothers, Inc, 1971-1995, most recently as Managing Director.
|
|
140
|
|
Eclipse Funds, Inc. (1 Fund); Director, The MainStay Funds Trust (28 Funds), The MainStay Funds (12 Funds), MainStay VP Fund Series (28 Funds); Mainstay Defined
Term Municipal Opportunities Fund (1 Fund); Private Advisers Alternative Strategy Fund (1 Fund).
|
(1)
|
Mr. Rafferty is affiliated with Rafferty. Mr. Rafferty is the Chairman and Chief Executive Officer of Rafferty and owns a beneficial interest
in Rafferty.
|
(2)
|
The Direxion Family of Investment Companies consists of the Direxion Funds, which, as of the date of this SAI, offers for sale to the public 21
portfolios, the Direxion Insurance Trust, which, as of the date of this SAI, offers for sale one portfolio, and the Direxion Shares ETF Trust, which, as of the date of this SAI, offers for sale to the public 44 of the 118 funds currently registered
with the SEC.
|
In addition to the information set forth in the tables above and other relevant qualifications,
experience, attributes or skills applicable to a particular Trustee, the following provides further information about the qualifications and experience of each Trustee.
Daniel J. Byrne: Mr. Byrne has extensive financial services and business experience as an executive at a securities broker-dealer firm, a partner in a hedge fund, and president and chief executive
officer of a private corporation. He has served as a director of a civic organization. He also has multiple years of service as a Trustee.
Lawrence C. Rafferty: Mr. Rafferty has extensive experience in financial services businesses, including as chairman and chief executive officer of
Rafferty. He has served on the boards of both a private university and a childcare agency. He also has multiple years of service as a Trustee.
Gerald E. Shanley III: Mr. Shanley has audit experience and spent ten years in the tax practice of an international public accounting firm. He is a
certified public accountant and has a JD degree. He has extensive business experience as the president of a closely held manufacturing company, a director of several closely held companies, a business and tax consultant and a trustee of a private
investment trust. He has served on the boards of several charitable and not for profit organizations. He also has multiple years of service as a Trustee.
John Weisser: Mr. Weisser has extensive experience in the investment management business, including as managing director of an investment bank and a director of other registered investment companies.
He also has multiple years of service as a Trustee.
31
Board Committees
The Trust has an Audit Committee, consisting of Messrs. Weisser, Byrne and Shanley. The members of the Audit Committee are not interested
persons (as defined in the 1940 Act) of the Trust. The primary responsibilities of the Trusts Audit Committee are, as set forth in its charter, to make recommendations to the Board Members as to: the engagement or discharge of the Trusts
independent registered public accounting firm (including the audit fees charged by the accounting firm); the supervision of investigations into matters relating to audit matters; the review with the independent registered public accounting firm of
the results of audits; and addressing any other matters regarding audits. The Audit Committee met four times during the Funds most recent fiscal year.
The Trust also has a Nominating Committee, consisting of Messrs. Weisser, Byrne and Shanley, each of whom is a disinterested member of the Board. The primary responsibilities of the nominating committee
are to make recommendations to the Board on issues related to the composition and operation of the Board, and communicate with management on those issues. The Nominating Committee also evaluates and nominates Board member candidates. The Nominating
Committee will consider nominees recommended by shareholders. Such recommendations should be in writing and addressed to a Fund with attention to the Nominating Committee Chair. The recommendations must include the following Preliminary Information
regarding the nominee: (1) name; (2) date of birth; (3) education; (4) business professional or other relevant experience and areas of expertise; (5) current business and home addresses and contact information;
(6) other board positions or prior experience; and (7) any knowledge and experience relating to investment companies and investment company governance. The Nominating Committee did not meet during the Trusts most recent fiscal year.
The Trust has a Qualified Legal Compliance Committee, consisting of Messrs. Weisser, Byrne and Shanley. The members of the Qualified Legal
Compliance Committee are not interested persons of the Trust (as defined in the 1940 Act). The primary responsibility of the Trusts Qualified Legal Compliance Committee is to receive, review and take appropriate action with respect
to any report (Report) made or referred to the Committee by an attorney of evidence of a material violation of applicable U.S. federal or state securities law, material breach of a fiduciary duty under U.S. federal or state law or a
similar material violation by the Trust or by any officer, director, employee or agent of the Trust. The Qualified Legal Compliance Committee did not meet during the Trusts most recent fiscal year.
32
Principal Officers of the Trust
The officers of the Trust conduct and supervise its daily business. Unless otherwise noted, an individuals business address is 1301 Avenue of the
Americas (6th Avenue), 35th Floor, New York, New York 10019. As of the date of this SAI, the officers of the Trust, their ages, their business address and their principal occupations during the past five years are as follows:
|
|
|
|
|
|
|
|
|
|
|
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
(2)
|
|
Other Trusteeships/
Directorships Held
by Trustee During
Past Five Years
|
Daniel D. ONeill
(1)
Age:
45
|
|
Chief Executive Officer
|
|
One Year;
Since
2006
|
|
Managing Director of Rafferty, 1999-present.
|
|
118
|
|
N/A
|
|
|
|
|
|
|
Eric Falkeis:
Age:
40
|
|
President
|
|
One Year;
Since
2013
|
|
President, Rafferty Asset Management, LLC, since March 2013; formerly, Senior Vice President, U.S. Bancorp Fund Services, LLC (USBFS), September 2007 March 2013;
Chief Financial Officer, USBFS, April 2006 March 2013; Vice President, USBFS, 1997-2007; formerly, Chief Financial Officer, Quasar Distributors, LLC (2000-2003).
|
|
N/A
|
|
Trustee, Professionally Managed Portfolios (35 Funds)
|
|
|
|
|
|
|
Patrick J. Rudnick
Age: 39
|
|
Principal Financial Officer and Treasurer
|
|
One Year;
Since
2010
|
|
Vice President, USBFS, since 2006; formerly, Manager, PricewaterhouseCoopers LLP (1999-2006).
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
Angela Brickl
Age:
36
|
|
Secretary
Chief Compliance
Officer
|
|
One Year;
Since
2011
One Year;
Since
2012
|
|
Vice President, Rafferty Asset Management, LLC, since October 2010; Summer Associate at Skadden, Arps, Slate, Meagher & Flom, LLP, May Aug 2009; Summer Associate at Foley
& Lardner, LLP May - August 2008; Vice President USBFS November 2003 August 2007.
|
|
N/A
|
|
N/A
|
(1)
|
Mr. ONeill serves as Chairman of the Board of Trustees of the Direxion Shares ETF Trust.
|
33
(2)
|
The Direxion Family of Investment Companies consists of the Direxion Funds, which, as of the date of this SAI, offers for sale to the public 21
portfolios, the Direxion Insurance Trust, which, as of the date of this SAI, offers for sale 1 portfolio, and the Direxion Shares ETF Trust, which, as of the date of this SAI, offers for sale to the public 44 of the 118 funds currently registered
with the SEC.
|
The following table shows the amount of equity securities owned in each Fund and the Direxion Family of
Investment Companies by the Trustees as of the calendar year ended December 31, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested
Trustees:
|
|
|
Disinterested Trustees:
|
|
Dollar Range of Equity
Securities Owned:
|
|
Lawrence C.
Rafferty
|
|
|
Daniel J.
Byrne
|
|
|
Gerald E.
Shanley III
|
|
|
John Weisser
|
|
Direxion Monthly 10 Year Note Bull 2X Fund
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Direxion Monthly 10 Year Note Bear 2X Fund
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Aggregate Dollar Range of Equity Securities in the Direxion Family of Investment Companies
(1)
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
10,001 - $50,000
|
|
(1)
|
The Direxion Family of Investment Companies consists of the Direxion Funds, which, as of the date of this SAI, offers for sale to the public 21
portfolios, the Direxion Insurance Trust, which, as of the date of this SAI, offers for sale 1 portfolio, and the Direxion Shares ETF Trust, which currently offers for sale to the public 44 of the 118 funds currently registered with the SEC.
|
The Trusts Declaration of Trust provides that the Trustees will not be liable for errors of judgment or mistakes of
fact or law. However, they are not protected against any liability to which they would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office.
No officer, director or employee of Rafferty receives any compensation from the Trust for acting as a Trustee or officer of the Trust. The
following tables show the compensation earned by each Trustee for the Trusts fiscal year ended August 31, 2012.
Direxion
Monthly 7-10 Year Treasury Bull 2X Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Person, Position
|
|
Aggregate
Compensation
From the
Direxion
Monthly 10 Year
Note Bull
2X
Fund
|
|
|
Pension or Retirement
Benefits Accrued As
Part of the
Trusts
Expenses
|
|
|
Estimated
Annual Benefits
Upon Retirement
|
|
|
Aggregate
Compensation
From the Direxion
Family
of
Investment
Companies Paid to
the Trustees
(1)
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence C. Rafferty
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
Disinterested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel J. Byrne
|
|
$
|
946
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
100,000
|
|
Gerald E. Shanley III
|
|
$
|
946
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
100,000
|
|
John Weisser
|
|
$
|
946
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
100,000
|
|
34
Direxion Monthly 7-10 Year Treasury Bear 2X Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Person, Position
|
|
Aggregate
Compensation
From the
Direxion
Monthly 10 Year
Note Bear
2X
Fund
|
|
|
Pension or Retirement
Benefits Accrued As
Part of the
Trusts
Expenses
|
|
|
Estimated
Annual Benefits
Upon Retirement
|
|
|
Aggregate
Compensation
From the Direxion
Family
of
Investment
Companies Paid to
the Trustees
(1)
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence C. Rafferty
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
Disinterested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel J. Byrne
|
|
$
|
946
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
100,000
|
|
Gerald E. Shanley III
|
|
$
|
946
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
100,000
|
|
John Weisser
|
|
$
|
946
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
100,000
|
|
(1)
|
For the fiscal year ended August 31, 2012, trustees fees and expenses in the amount of $75,000 were incurred by the Trust
|
Principal Shareholders, Control Persons and Management Ownership
A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of a Fund. A control person is a shareholder
that owns beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledges the existence of control. Shareholders owning voting securities in excess of 25% may determine the outcome of any matter
affecting and voted on by shareholders of a Fund. As of March 31, 2013, the following shareholders were considered to be either a control person or principal shareholder of a Fund:
Direxion Monthly 7-10 Year Treasury Bull 2X FundInvestor Class
|
|
|
|
|
|
|
Name and Address
|
|
Parent Company
|
|
Jurisdiction
|
|
% Ownership
|
National Financial Services Corp.
FBO its Customers
One World Financial Center
200 Liberty Street, Floor 5
New York, NY 10281-1003
|
|
Fidelity
Management
& Research
Co.
|
|
DE
|
|
46.79%
|
|
|
|
|
Trust Company of America
FBO #439
P.O. Box 6503
Englewood, CO 80155-6503
|
|
TCAdvisors
Network
Inc.
|
|
CO
|
|
26.64%
|
|
|
|
|
Charles Schwab & Co. Inc.
FBO its Customers
4500 Cherry Creek Drive South
Suite 700
Denver, CO 80246
|
|
N/A
|
|
N/A
|
|
13.98%
|
|
|
|
|
E*Trade Clearing LLC
P.O. Box 484
Jersey City, NJ 07303-0484
|
|
N/A
|
|
N/A
|
|
6.48%
|
35
Direxion Monthly 7-10 Year Treasury Bear 2X FundInvestor Class
|
|
|
|
|
|
|
Name and Address
|
|
Parent Company
|
|
Jurisdiction
|
|
% Ownership
|
Charles Schwab & Co. Inc.
FBO its Customers
4500 Cherry Creek Drive South
Suite 700
Denver, CO 80246
|
|
The
Charles
Schwab
Corporation
|
|
DE
|
|
50.07%
|
|
|
|
|
National Financial Services Corp.
FBO its Customers
One World Financial Center
200 Liberty Street, Floor 5
New York, NY 10281-1003
|
|
N/A
|
|
N/A
|
|
20.82%
|
|
|
|
|
TD Ameritrade, Inc.
P.O. Box 2226
Omaha, NE 68103-2226
|
|
N/A
|
|
N/A
|
|
8.60%
|
|
|
|
|
Neubieser Family Revocable Trust
Mark A. Neubieser & Debbie P Chou-Neubieser TR
U/A 5/22/1998
4040 Moorpark Avenue
San Jose, CA 95117
|
|
N/A
|
|
N/A
|
|
7.70%
|
|
|
|
|
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
|
|
N/A
|
|
N/A
|
|
6.25%
|
In addition, as of March 31, 2013, the Trustees and officers as a group owned less than 1% of the
outstanding shares of the Funds.
Investment Adviser
Rafferty Asset Management, LLC, 1301 Avenue of the Americas (6
th
Avenue), 35
th
Floor, New York, New York 10019, provides investment advice to a Fund. Rafferty was organized as a New York limited
liability company in June 1997. Lawrence C. Rafferty controls Rafferty through his ownership in Rafferty Holdings, LLC.
Under an Investment
Advisory Agreement (Advisory Agreement) between the Trust, on behalf of each Fund, and Rafferty, Rafferty provides a continuous investment program for each Funds assets in accordance with its investment objectives, policies and
limitations, and oversees the day-to-day operations of a Fund, subject to the supervision of the Trustees. Rafferty bears all costs associated with providing these advisory services and the expenses of the Trustees who are affiliated with or
interested persons of Rafferty. The Trust bears all other expenses that are not assumed by Rafferty as described in the Prospectus. The Trust also is liable for nonrecurring expenses as may arise, including litigation to which a Fund may be a party.
The Trust also may have an obligation to indemnify its Trustees and officers with respect to any such litigation.
The Advisory Agreement
was initially approved by the Trustees (including all Independent Trustees) and Rafferty, as sole shareholder of each Fund, in compliance with the 1940 Act. The Advisory Agreement with respect to each Fund continued in force for an initial period of
two years after the date of its approval. The Advisory Agreement is renewable thereafter from year to year with respect to each Fund, so long as its continuance is approved at least annually (1) by the vote, cast in person at a meeting called
for that purpose, of a majority of those Trustees who are not interested persons of Rafferty or the Trust; and (2) by the majority vote of either the full Board or the vote of a majority of the outstanding shares of a Fund. The
Advisory Agreement automatically terminates on assignment and is terminable on a 60-day written notice either by the Trust or Rafferty.
36
Pursuant to the Advisory Agreement, each Fund pays Rafferty 0.75% at an annual rate based on its average
daily net assets.
The tables below show the amount of advisory fees incurred by each of the following Funds and the amount of fees
waived and/or reimbursed by Rafferty for the fiscal periods ended August 31.
|
|
|
|
|
|
|
|
|
|
|
|
|
Direxion Monthly 7-10 Year Treasury Bull 2X Fund
|
|
Advisory Fees Incurred
|
|
|
Waived fees and/or
expenses
reimbursed by Adviser
|
|
|
Net Fees Paid to Advisor
|
|
Year Ended August 31, 2012
|
|
$
|
359,188
|
|
|
$
|
0
|
|
|
$
|
359,188
|
|
Year Ended August 31, 2011
|
|
$
|
199,388
|
|
|
$
|
0
|
|
|
$
|
199,388
|
|
Year Ended August 31, 2010
|
|
$
|
169,944
|
|
|
$
|
0
|
|
|
$
|
169,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direxion Monthly 7-10 Year
Treasury Bear 2X Fund
|
|
Advisory Fees Incurred
|
|
|
Waived fees and/or
expenses
reimbursed by Adviser
|
|
|
Net Fees Paid to Advisor
|
|
Year Ended August 31, 2012
|
|
$
|
203,471
|
|
|
$
|
0
|
|
|
$
|
203,471
|
|
Year Ended August 31, 2011
|
|
$
|
199,603
|
|
|
$
|
0
|
|
|
$
|
199,603
|
|
Year Ended August 31, 2010
|
|
$
|
115,510
|
|
|
$
|
1
|
|
|
$
|
115,509
|
|
Rafferty shall not be liable to the Trust or any shareholder for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, negligence or reckless disregard of the duties imposed upon it by its agreement with the Trust or for any losses that may be sustained in the purchase, holding or sale of any security.
Additionally, Rafferty has entered into an Operating Services Agreement with each Fund. Under this Operating Service Agreement, Rafferty, in exchange for
an Operating Services Fee paid to Rafferty by each Fund, has contractually obligated to pay all Fund expenses (excluding, management fees, distribution and/or service fees, shareholder servicing fees, Acquired Fund Fees and Expenses, taxes, leverage
interest, dividends or interest on short positions, other interest expenses, brokerage commission, expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation or other expenses outside the typical
day-to-day operations of the Funds). This agreement may be terminated at any time by the Board of Trustees.
Pursuant to
Section 17(j) of the 1940 Act and Rule 17j-1 thereunder, the Trust, Rafferty and the Funds distributor have adopted Codes of Ethics. These codes permit portfolio managers and other access persons of a Fund to invest in securities that may
be owned by a Fund, subject to certain restrictions.
Portfolio Manager
Each Fund is managed by an investment team consisting of Paul Brigandi and Tony Ng. In addition to the Funds, the team manages the following other
accounts as of August 31, 2012:
|
|
|
|
|
|
|
|
|
Accounts
|
|
Total Number
of Accounts
|
|
Total Assets
|
|
Total Number of
Accounts with
Performance Based
Fees
|
|
Total Assets of
Accounts with
Performance
Based Fees
|
Registered Investment Companies
|
|
75
|
|
$6.64 billion
|
|
0
|
|
$0
|
Other Pooled Investment Vehicles
|
|
0
|
|
$0
|
|
0
|
|
$0
|
Other Accounts
|
|
1
|
|
$42.9 million
|
|
0
|
|
$0
|
The teams compensation is paid by Rafferty. Their compensation primarily consists of a fixed base salary and a
bonus. The investment teams salary is reviewed annually and increases are determined by factors such as performance and seniority. Bonuses are determined by the individual performance of an employee including factors such as attention to
detail, process, and efficiency, and are impacted by the overall performance of the firm. The
37
investment teams salary and bonus are not based on a Funds performance and as a result, no benchmarks are used. Along with all other employees of Rafferty, the investment team may
participate in the firms 401(k) retirement plan where Rafferty may make matching contributions up to a defined percentage of their salary.
Rafferty has not identified any additional material conflicts between a Fund and other accounts managed by the investment team. However, other actual or apparent conflicts of interest may arise in
connection with the day-to-day management of a Fund and other accounts. The management of a Fund and other accounts may result in unequal time and attention being devoted to a Fund and other accounts. Raffertys management fees for the services
it provides to other accounts varies and may be higher or lower than the advisory fees it receives from a Fund. This could create potential conflicts of interest in which the portfolio manager may appear to favor one investment vehicle over another
resulting in an account paying higher fees or one investment vehicle out performing another.
The members of the investment team do not own
any shares of the Funds as of August 31, 2012.
Proxy Voting Policies and Procedures
The Board has adopted proxy voting policies and procedures (Proxy Policies) wherein the Trust has delegated to Rafferty the responsibility for
voting proxies relating to portfolio securities held by a Fund as part of their investment advisory services, subject to the supervision and oversight of the Board. The Proxy Voting Policies of Rafferty are attached as Appendix B. Notwithstanding
this delegation of responsibilities, however, each Fund retains the right to vote proxies relating to its portfolio securities. The fundamental purpose of the Proxy Policies is to ensure that each vote will be in a manner that reflects the best
interest of a Fund and their shareholders, taking into account the value of a Funds investments.
More Information.
The
actual voting records relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request by calling toll-free, 1-800-851-0511 or by accessing the SECs website at www.sec.gov.
Fund Administrator, Fund Accountant, Transfer Agent and Custodian
U.S. Bancorp Fund Services, LLC (Administrator), 615 East Michigan Street, Milwaukee, Wisconsin 53202, provides administrative, fund
accounting and transfer agent services to a Fund. U.S. Bank, N.A., Custody Operations, 1555 N. River Center Drive, Suite 302, Milwaukee, Wisconsin, 53202, an affiliate of the Administrator, provides custodian services to a Fund.
Pursuant to an Administration Servicing Agreement (Service Agreement) between the Trust and the Administrator, the Administrator provides the
Trust with administrative and management services (other than investment advisory services). As compensation for these services, the Trust pays the Administrator a fee based on the Trusts total average daily net assets of 0.045% on net assets
and a $5,000 minimum fee per fund for non-multiple class funds. For multiple class funds, the Trust pays the Administrator a fee based on the Trusts total average daily net assets of 0.0475% of net assets, $5,000 for the first class of a Fund
and $3,000 for each additional class of a Fund. The Administrator also is entitled to certain out-of-pocket expenses.
The tables below show
the amount of administrative and management services fees incurred by each of the following Funds to the Administrator for the fiscal period ended August 31.
|
|
|
|
|
Direxion Monthly 7-10 Year Treasury Bull 2X Fund
|
|
Fees paid to the Administrator
|
|
Year Ended August 31, 2012
|
|
$
|
28,181
|
|
Year ended August 31, 2011
|
|
$
|
16,931
|
|
Year ended August 31, 2010
|
|
$
|
13,525
|
|
|
|
|
|
|
Direxion Monthly 10 Year Treasury Bear 2X Fund
|
|
Fees paid to the Administrator
|
|
Year Ended August 31, 2012
|
|
$
|
16,455
|
|
Year ended August 31, 2011
|
|
$
|
16,938
|
|
Year ended August 31, 2010
|
|
$
|
12,659
|
|
38
Pursuant to a Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC
(Fund Accountant), the Fund Accountant provides the Trust with accounting services, including portfolio accounting services, tax accounting services and furnishing financial reports. For these services, the Trust pays the Fund Accountant
a fee based on the Trusts total average daily net assets of 0.03% and a $10,000 minimum fee per fund for non-multiple class funds. For multiple class funds, the Trust pays the Fund Accountant a fee based on the Trusts total average daily
net assets of 0.0325% of net assets and $10,000 of the first class of a fund and $6,000 for each additional class of a fund. The Fund Accountant also is entitled to certain out-of-pocket expenses, including pricing expenses.
Pursuant to a Custodian Agreement, U.S. Bank N.A. serves as the custodian of a Funds assets. The Custodian holds and administers the assets in a
Funds portfolios. Pursuant to the Custodian Agreement, the Custodian receives an annual fee based on the Trusts total average daily net assets of 0.0225% and a $1,000 minimum fee per fund. The Custodian also is entitled to certain
out-of-pocket expenses. U.S. Bank N.A. and/or its affiliates receive revenue from certain broker-dealers that may receive Rule 12b-1 fees or other payments from mutual funds in which certain of the Funds may invest. In recognition of this revenue,
the Funds have received credits and may receive credits in future years from U.S. Bank N.A. and/or its affiliates for fees otherwise payable by the Funds.
Distributor
Rafferty Capital
Markets, LLC, 1010 Franklin Avenue, 3
rd
Floor, Garden
City, New York 11530, serves as the distributor (Distributor) in connection with the continuous offering of each Funds shares. The Distributor and participating dealers with whom it has entered into dealer agreements offer shares
of a Fund as agents on a best efforts basis and are not obligated to sell any specific amount of shares. For the fiscal year ended August 31, 2012, the Distributor received $90,000 as compensation from Rafferty for distribution services for the
Trust. Mr. Rafferty is an affiliated person of the Distributor.
Distribution Plan and Service Fees
Rule 12b-1 under the 1940 Act provides that an investment company may bear expenses of distributing its shares only pursuant to a plan
adopted in accordance with the Rule. The Trustees have adopted separate plans for the Investor Class (Investor Class 12b-1 Plan) of each Fund pursuant to which a Fund may pay certain expenses incurred in the distribution of its shares
and the servicing and maintenance of existing shareholder accounts. The Distributor, as the Funds principal underwriter, and Rafferty may have a direct or indirect financial interest in the Plan or any related agreement.
Pursuant to the Investor Class 12b-1 Plan, the Investor Class shares of a Fund, except for the Money Market Fund, may pay up to 1.00% of the Investor
Class average daily net assets. The Board has authorized the Funds to pay 0.25% of the Investor Class average daily net assets.
In addition, the Board approved a separate annualized shareholder services fee of 0.25% for the Investor Class shares. The fee compensates service
providers and/or financial intermediaries for shareholder services provided to a Fund, including but not limited to: (a) answering shareholder inquires regarding the manner in which purchases, exchanges and redemptions of Investor Class shares
of a Fund may be effected and other matters pertaining to Investor Class; (b) providing necessary personnel and facilities to establish and maintain shareholder accounts and records; (c) assisting shareholders in arranging for processing
of purchase, exchange and redemption transactions; (d) assisting in the enhancement of relations and communication between shareholders and the Funds; (e) assisting in the maintenance of Fund records containing shareholder information; and
(g) providing such other related personal services as the shareholder may request.
Under an agreement with the Funds, your Financial
Advisor may provide services, as described in the Prospectus, and as described above, and receive Rule 12b-1 fees and or shareholder servicing fees from the Funds.
Each Plan was approved by the Trustees and the Independent Trustees of the Funds. In approving each Plan, the Trustees determined that there is a reasonable likelihood that the Plans will benefit the
Funds and their shareholders. The Trustees will review quarterly and annually a written report provided by the Treasurer of the amounts expended under the Plans and the purpose for which such expenditures were made.
39
The Plans permit payments to be made by each Fund to the Distributor or other third parties for expenditures
incurred in connection with the distribution of Fund shares to investors and the provision of certain shareholder services. The Distributor or other third parties are authorized to engage in advertising, the preparation and distribution of sales
literature and other promotional activities on behalf of each Fund. In addition, the Plans authorize payments by each Fund to the Distributor or other third parties for the cost related to selling or servicing efforts, preparing, printing and
distributing Fund prospectuses, statements of additional information, and shareholder reports to investors.
The tables below show the amount
of Rule 12b-1 fees incurred and the allocation of such fees by each of the following Funds for the fiscal period ended August 31, 2012.
|
|
|
|
|
Fund (Investor Class)
|
|
12b-1 Fees Incurred
|
|
Direxion Monthly 7-10 Year Treasury Bull 2X Fund
|
|
$
|
119,730
|
|
Direxion Monthly 7-10 Year Treasury Bear 2X Fund
|
|
$
|
67,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund (Investor Class)
|
|
Advertising
and
Marketing
|
|
|
Printing and
Postage
|
|
|
Payment to
Distributor
|
|
|
Payment to
Dealers
|
|
|
Compensation
to Sales
Personnel
|
|
|
Other
Marketing
Expenses
|
|
Direxion Monthly 7-10 Year Treasury Bull 2X Fund
|
|
$
|
88,600
|
|
|
$
|
0
|
|
|
$
|
2,395
|
|
|
$
|
10,776
|
|
|
$
|
14,368
|
|
|
$
|
3,591
|
|
Direxion Monthly 7-10 Year Treasury Bear 2X Fund
|
|
$
|
54,259
|
|
|
$
|
0
|
|
|
$
|
1,356
|
|
|
$
|
1,356
|
|
|
$
|
8,817
|
|
|
$
|
2,036
|
|
Independent Registered Public Accounting Firm
Ernst & Young LLP (E&Y), 5 Times Square, New York, New York 10036, is the independent registered public accounting firm for the
Trust. The Financial Statements of the Funds for the fiscal years ended August 31, 2012 have been audited by E&Y and are incorporated by reference herein, which is given upon their authority as experts in accounting and auditing.
DETERMINATION OF NET ASSET VALUE
The NAV per share of each Fund is determined separately daily, Monday through Friday, as of the close of regular trading on the New York Stock Exchange
(NYSE) (normally at 4:00 p.m. Eastern time), each day the NYSE is open for business (Business Day). However, on days that the Securities Industry and Financial Markets Association (SIFMA) recommends that the bond
markets close all day (a Bond Market Holiday), the Funds do not calculate their NAVs, even if the NYSE is open for business. On such days, orders for purchase or redemption will receive the NAV next calculated on the following Business
Day that is not a Bond Market Holiday. Similarly, on days that the bond markets close early, the Funds treat the portion of the day that the bond markets are closed as a Bond Market Holiday and calculate their NAVs as of the SIFMA recommended
closing time for the bond markets, which may be before 4:00 p.m. Eastern time, subject to the discretion of the Adviser. In such instances, orders for purchase or redemption that are received prior to the close of bond markets will receive the NAV
calculated at the time of the bond markets closure, whereas orders for purchase or redemption that are received thereafter will receive the NAV next calculated on the following Business Day that is not a Bond Market Holiday. The NYSE is not open on
New Years Day, Presidents Day, Martin Luther Kings Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
A security listed or traded on an exchange, domestic or foreign, is valued at its last sales price on the principal exchange on
which it is traded prior to the time when assets are valued. If no sale is reported at that time, the mean of the last bid and asked prices is used. Securities primarily traded on the NASDAQ Global Market
®
(NASDAQ
®
) for which market quotations are readily available shall be valued using the NASDAQ
®
Official Closing Price (NOCP) provided by NASDAQ
®
each Business Day. The NOCP is the most recently reported price as of 4:00:02 p.m. Eastern time, unless that price is outside the range of the inside bid
and asked prices in that case, NASDAQ
®
will adjust the price to equal the inside bid or asked price,
whichever is closer.
40
If, on a particular day, an exchange-traded security does not trade, then the mean between the closing bid
and asked prices will be used. All equity securities that are not traded on a listed exchange held by a Fund will be valued at the last sales price in the OTC market, or, if no sales price is reported, the mean of the last bid and asked price is
used. Securities and other assets for which market quotations are not readily available, or for which Rafferty has reason to question the validity of quotations received, are valued at fair value by procedures as adopted by the Board.
For purposes of determining NAV per share of a Fund, exchange-traded options and options on futures are valued at the composite price using the National
Best Bid and Offer quotes (NBBO). NBBO consists of the highest bid price and lowest asked price across any of the exchanges on which an option is quoted, thus providing a view across the entire U.S. options marketplace. Specifically,
composite pricing looks at the last trades on exchanges where the options are traded. If there are no trades for the option on a given business day, the composite option pricing calculates the mean of the highest bid price and lowest ask price
across the exchanges where the option is traded. Non-exchange traded options are valued at the mean between the last bid and asked quotations.
The prices of futures contracts are valued either at the settlement prices established each day on the exchange on which such futures contracts are
traded if the settlement price reflects trading of the futures contracts prior to the close of regular trading or at the last sales price prior to the close of regular trading if the settlement prices established by the exchange reflects trading
after the close of regular trading.
Swap contracts are valued using the closing prices of the underlying reference entity or the closing
value of the underlying reference index.
Foreign securities, currencies and other assets denominated in foreign currencies are translated
into U.S. dollars at the exchange rate of such currencies against the U.S. dollar, as provided by an independent pricing service or reporting agency.
Short-term debt instruments having a maturity of 60 days or less are valued at amortized cost, which approximates market value. If the Board determines that the amortized cost method does not represent
the fair value of the short-term debt instrument, the investment will be valued at fair value as determined by procedures as adopted by the Board. Other debt securities (including credit default swaps) are valued by using either the closing bid and
ask prices provided by the Funds pricing service or the mean between the closing bid and ask prices provided by brokers that make markets in such instruments, or if such prices are unavailable, by a pricing matrix method. U.S. government
securities are valued at the mean between the closing bid and asked price provided by an independent third party pricing service (Pricing Service).
Dividends and other distributions are recorded on the ex-distribution date.
Illiquid securities,
securities for which reliable quotations or pricing services are not readily available, and all other assets not valued in accordance with the foregoing principles will be valued at their respective fair value as determined in good faith by, or
under procedures established by, the Trustees, which procedures may include the delegation of certain responsibilities regarding valuation to Rafferty or the officers of the Trust. The officers of the Trust report, as necessary, to the Trustees
regarding portfolio valuation determinations. The Trustees, from time to time, will review these methods of valuation and will recommend changes that may be necessary to assure that the investments of a Fund are valued at fair value.
For purposes of calculating their daily NAV, a Fund typically reflects changes in its holdings of portfolio securities on the first business day
following a portfolio trade (commonly known as T+1 accounting). However, each Fund is permitted to include same day trades when calculating its NAV (commonly referred to as trade date accounting) on days when a Fund receives
substantial redemptions. Such redemptions can result in an adverse impact on a Funds NAV when there is a disparity between the trade price and the closing price of the security. Thus, a Funds use of trade date accounting is likely to
lessen the impact of substantial redemptions on a Funds NAV.
41
REDEMPTIONS
Redemptions In-Kind
The Trust has filed a notice of election under Rule 18f-1 of the 1940 Act, which obligates a Fund to redeem shares for any shareholder for cash during any 90-day period up to $250,000 or 1% of that
Funds NAV, whichever is less. Any redemption beyond this amount also will be in cash unless the Trustees determine that further cash payments will have a material adverse effect on remaining shareholders. In such a case, a Fund will pay all or
a portion of the remainder of the redemption in portfolio instruments, valued in the same way as each Fund determines NAV. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. A redemption in-kind is not
as liquid as a cash redemption. If a redemption is made in-kind, a shareholder receiving portfolio instruments could receive less than the redemption value thereof and could incur certain transaction costs. Shareholders who receive futures contracts
or options on futures contracts in connection with a redemption in-kind may be responsible for making any margin payments due on those contracts.
Redemptions by Telephone
Shareholders may redeem shares
of a Fund by telephone. When acting on verbal instructions believed to be genuine, the Trust, Rafferty, transfer agent and their trustees, directors, officers and employees are not liable for any loss resulting from a fraudulent telephone
transaction request and the investor will bear the risk of loss. In acting upon telephone instructions, these parties use procedures that are reasonably designed to ensure that such instructions are genuine, such as (1) obtaining some or all of
the following information: account number, name(s) and social security number(s) registered to the account, and personal identification; (2) recording all telephone transactions; and (3) sending written confirmation of each transaction to
the registered owner. To the extent that the Trust, Rafferty, transfer agent and their trustees, directors, officers and employees do not employ such procedures, some or all of them may be liable for losses due to unauthorized or fraudulent
transactions.
Receiving Payment
Payment of redemption proceeds will be made within seven days following a Funds receipt of your request (if received in good order as described below) for redemption. For investments that have been
made by check, payment on redemption requests may be delayed until the transfer agent is reasonably satisfied that the purchase payment has been collected by the Trust (which may require up to 10 calendar days). To avoid redemption delays, purchases
should be made by direct wire transfer.
A redemption request will be considered to be received in good order if:
|
|
|
The number or amount of shares and the class of shares to be redeemed and shareholder account number have been indicated;
|
|
|
|
Any written request is signed by a shareholder and by all co-owners of the account with exactly the same name or names used in establishing the
account;
|
|
|
|
Any written request is accompanied by certificates representing the shares that have been issued, if any, and the certificates have been endorsed for
transfer exactly as the name or names appear on the certificates or an accompanying stock power has been attached; and
|
|
|
|
The signatures on any written redemption request in excess of $100,000 or more and on any certificates for shares (or an accompanying stock power) have
been guaranteed by a national bank, a state bank that is insured by the Federal Deposit Insurance Corporation, a trust company or by any member firm of the New York, American, Boston, Chicago, Pacific or Philadelphia Stock Exchanges. Signature
guarantees also will be accepted from savings banks and certain other financial institutions that are deemed acceptable by U.S. Bancorp Funds Services, LLC, as transfer agent, under its current signature guarantee program.
|
42
The right of redemption may be suspended or the date of payment postponed for any period during which
(1) the NYSE is closed (other than customary weekend or holiday closings); (2) trading on the NYSE is restricted; (3) situations where an emergency exists as a result of which it is not reasonably practicable for a Fund to fairly
determine the value of its net assets or disposal of a Funds securities is not reasonably practicable; or (4) the SEC has issued an order for the protection of a Funds shareholders.
Anti-Money Laundering
A Fund is required to comply with various federal anti-money laundering laws and regulations. Consequently, a Fund may be required to freeze the account of a shareholder if the shareholder
appears to be involved in suspicious activity or if certain account information matches information on government lists of known terrorists or other suspicious persons, or a Fund may be required to transfer the account or proceeds of the account to
a government agency. In addition, pursuant to a Funds Customer Identification Program, a Funds transfer agent will complete a thorough review of all new opening account applications and will not transact business with any person or
entity whose identity cannot be adequately verified.
EXCHANGE PRIVILEGE
An exchange is effected through the redemption of the shares tendered for exchange and the purchase of shares being acquired at their respective NAVs as
next determined following receipt by a Fund whose shares are being exchanged of (1) proper instructions and all necessary supporting documents; or (2) a telephone request for such exchange in accordance with the procedures set forth in the
Prospectuses and below. Telephone requests for an exchange received by a Fund before 4:00 p.m. Eastern time will be effected at the close of regular trading on that day. Requests for an exchange received after the close of regular trading will be
effected on the NYSEs next trading day. Due to the volume of calls or other unusual circumstances, telephone exchanges may be difficult to implement during certain time periods.
The Trust reserves the right to reject any order to acquire its shares through exchange or otherwise to restrict or terminate the exchange privilege at any time. In addition, the Trust may terminate this
exchange privilege upon a 60-day notice.
SHAREHOLDER AND OTHER INFORMATION
Each share of a Fund gives the shareholder one vote in matters submitted to shareholders for a vote. Each series of each Fund have equal voting rights,
except that, in matters affecting only a particular series, only shares of that series are entitled to vote. Share voting rights are not cumulative, and shares have no preemptive or conversion rights. Shares are not transferable. As a Massachusetts
business trust, the Trust is not required to hold annual shareholder meetings. Shareholder approval will be sought only for certain changes in a Trusts or a Funds operation and for the election of Trustees under certain circumstances.
Trustees may be removed by the Trustees or by shareholders at a special meeting. A special meeting of shareholders shall be called by the Trustees upon the written request of shareholders owning at least 10% of a Trusts outstanding shares.
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES
Dividends and other Distributions
As stated in the Prospectus, the each Fund declares and distributes dividends to its shareholders from its net investment income at least annually; for these purposes, net investment income includes
dividends and accrued interest and accretion of original issue and market discounts, less amortization of market premium and estimated expenses, and is calculated immediately prior to the determination of a Funds NAV per share. Each Fund also
distributes its net short-term capital gain (
i.e.,
the excess of net short-term capital gain over net long-term capital loss), if any, annually but may make more frequent distributions thereof if necessary to avoid income or excise taxes or,
to maintain its NAV per share at $1.00. Each Fund may realize net capital gain
(i.e.
, the excess of net long-term capital gain over net short-term capital loss) and thus anticipates making annual distributions thereof. The Trustees may revise
this distribution policy, or postpone the payment of distributions, if a Fund has or anticipates any large unexpected expense, loss, or fluctuation in net assets that, in the Trustees opinion, might have a significant adverse effect on its
shareholders.
43
Taxes
Regulated Investment Company Status
. Each Fund is treated as a separate corporation for federal tax purposes and intends to continue to qualify for treatment as a RIC. If a Fund so qualifies
and satisfies the Distribution Requirement (defined below) for a taxable year, it will not be subject to federal income tax on the part of its investment company taxable income (generally consisting of net investment income, net short-term capital
gain, and net gains and losses from certain foreign currency transactions, all determined without regard to any deduction for dividends paid) and net capital gain it distributes to its shareholders for that year.
To qualify for treatment as a RIC, a Fund must distribute to its shareholders for each taxable year at least 90% of its investment company taxable income
(Distribution Requirement) and must meet several additional requirements. For each Fund, these requirements include the following: (1) the Fund must derive at least 90% of its gross income each taxable year from (a) dividends,
interest, payments with respect to securities loans, and gains from the sale or other disposition of securities or foreign currencies, or other income (including gains from options, futures, or forward contracts) derived with respect to its business
of investing in securities or those currencies, and (b) net income from an interest in a qualified publicly traded partnership (QPTP) (Income Requirement); and (2) at the close of each quarter of the
Funds taxable year, (a) at least 50% of the value of its total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs, and other securities, with those other securities limited, in respect
of any one issuer, to an amount that does not exceed 5% of the value of the Funds total assets and that does not represent more than 10% of the issuers outstanding voting securities (equity securities of QPTPs being considered voting
securities for these purposes), and (b) not more than 25% of the value of its total assets may be invested in (i) securities (other than U.S. government securities or the securities of other RICs) of any one issuer, (ii) securities
(other than securities of other RICs) of two or more issuers the Fund controls that are determined to be engaged in the same, similar, or related trades or businesses, or (iii) securities of one or more QPTPs (collectively,
Diversification Requirements). The Internal Revenue Service (IRS) has ruled that income from a derivative contract on a commodity index generally is not qualifying income for purposes of the Income Requirement
(Qualifying Income).
Although each Fund intends to continue to satisfy all the foregoing requirements, there is no assurance that
a Fund will be able to do so. The investment by a Fund primarily in options and futures positions entails some risk that it might fail to satisfy one or both of the Diversification Requirements. There is some uncertainty regarding the valuation of
such positions for purposes of those requirements; accordingly, it is possible that the method of valuation the Funds use, pursuant to which each of them would expect to be treated as satisfying the Diversification Requirements, would not be
accepted in an audit by the IRS, which might apply a different method resulting in disqualification of one or more Funds.
If a Fund failed to
qualify for treatment as a RIC for any taxable year, (1) it would be taxed on the full amount of its taxable income, including net capital gain, for that year at corporate income tax rates (up to 35%), (2) it would not be able to deduct
for the distributions it makes to its shareholders, and (3) the shareholders would treat all those distributions, including distributions of net capital gain, as dividends that is, ordinary income, except for the part of those dividends
that is qualified dividend income (described in the Prospectus) (QDI), which is subject to a maximum federal income tax rate of 15% for individuals through the end of 2012 to the extent of the Funds earnings and
profits; those dividends would be eligible for the dividends-received deduction available to corporations under certain circumstances. In addition, the Fund would be required to recognize unrealized gains, pay substantial taxes and interest, and
make substantial distributions before requalifying for RIC treatment. However, the Regulated Investment Company Modernization Act of 2010 provides certain savings provisions that enable a RIC to cure a failure to satisfy any of the Income and
Diversification Requirements as long as the failure is due to reasonable cause and not due to willful neglect and the RIC pays a deductible tax calculated in accordance with those provisions and meets certain other requirements.
44
Taxation of Shareholders
.
Dividends (including distributions of net short-term capital gain)
that a Fund distributes, if any, are taxable to its shareholders as ordinary income (at rates up to 35% for individuals), except to the extent they constitute QDI, regardless of whether the dividends are reinvested in Fund shares or received in
cash. Distributions of a Funds net capital gain, if any, are taxable to its shareholders as long-term capital gains, regardless of how long they have held their Fund shares and whether the distributions are reinvested in Fund shares or
received in cash.
A shareholders sale redemption of Fund shares may result in a taxable gain, depending on whether the redemption
proceeds are more or less than the shareholders adjusted basis in the shares. An exchange of Fund shares for shares of another Fund generally will have similar consequences. If Fund shares are redeemed at a loss after being held for six months
or less, the loss will be treated as long-term, instead of short-term, capital loss to the extent of any capital gain distributions received on those shares. Investors also should be aware that if shares are purchased shortly before the record date
for any dividend or capital gain distribution, the shareholder will pay full price for the shares and receive some portion of the purchase price back as a taxable distribution.
Excise Tax
.
Each Fund will be subject to a nondeductible 4% excise tax (Excise Tax) to the extent it fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and capital gain net income for the one-year period ending on October 31 of that year, plus certain other amounts.
Income from Foreign Securities
. Dividends and interest a Fund receives, and gains it realizes, on foreign securities may be subject to income, withholding or other taxes imposed by foreign
countries and U.S. possessions that would reduce the yield and/or total return on its securities. Tax conventions between certain countries and the United States may reduce or eliminate these taxes, however, and many foreign countries do not impose
taxes on capital gains in respect of investments by foreign investors.
Gains or losses (1) from the disposition of foreign currencies,
including forward currency contracts, (2) on the disposition of each foreign-currency-denominated debt security that are attributable to fluctuations in the value of the foreign currency between the dates of acquisition and disposition of the
security, and (3) that are attributable to fluctuations in exchange rates that occur between the time a Fund accrues dividends, interest, or other receivables, or expenses or other liabilities, denominated in a foreign currency and the time the
Fund actually collects the receivables or pays the liabilities, generally will be treated as ordinary income or loss. These gains or losses will increase or decrease the amount of a Funds investment company taxable income to be distributed to
its shareholders.
Each Fund may invest in the stock of passive foreign investment companies (PFICs). A PFIC is any
foreign corporation (with certain exceptions) that, in general, meets either of the following tests: (1) at least 75% of its gross income for the taxable year is passive; or (2) an average of at least 50% of its assets produce, or are held
for the production of, passive income. Under certain circumstances, a Fund will be subject to federal income tax on a portion of any excess distribution it receives on the stock of a PFIC or of any gain on its disposition of the stock
(collectively, PFIC income), plus interest thereon, even if the Fund distributes the PFIC income as a dividend to its shareholders. The balance of the PFIC income will be included in the Funds investment company taxable income and,
accordingly, will not be taxable to it to the extent it distributes that income to its shareholders. Fund distributions thereof will not be eligible for the 15% maximum federal income tax rate on individuals QDI.
If a Fund invests in a PFIC and elects to treat the PFIC as a qualified electing fund (QEF), then, in lieu of the foregoing tax
and interest obligation, the Fund would be required to include in income each taxable year its
pro rata
share of the QEFs annual ordinary earnings and net capital gain which the Fund probably would have to distribute to satisfy
the Distribution Requirement and avoid imposition of the Excise Tax even if the Fund did not receive those earnings and gain from the QEF. In most instances it will be very difficult, if not impossible, to make this election because of
certain requirements thereof.
Each Fund may elect to mark to market its stock in any PFIC. Marking-to-market, in this
context, means including in gross income each taxable year (and treating as ordinary income) the excess, if any, of the fair market value of the PFICs stock over a Funds adjusted basis therein as of the end of that year. Pursuant to the
election, a Fund also would be allowed to deduct (as an ordinary, not a capital, loss) the excess, if any, of its adjusted basis in PFIC stock over the fair market value thereof as of the taxable year-end, but only to the extent of any net
mark-to-market gains with respect to that stock the Fund included in income for prior taxable years under the election. A Funds adjusted basis in each PFICs stock with respect to which it makes this election would be adjusted to reflect
the amounts of income included and deductions taken thereunder.
45
Derivatives Strategies
. The use of derivatives strategies, such as writing (selling) and
purchasing options and futures contracts and entering into forward contracts, involves complex rules that will determine for income tax purposes the amount, character, and timing of recognition of the gains and losses a Fund realizes in connection
therewith. Gains from the disposition of foreign currencies (except certain gains therefrom that may be excluded by future regulations), and gains from options, futures, and forward contracts a Fund derives with respect to its business of investing
in securities or foreign currencies, will be treated as Qualifying Income. Each Fund will monitor its transactions, make appropriate tax elections, and make appropriate entries in its books and records when it acquires any foreign currency, option,
futures contract, forward contract, or hedged investment to mitigate the effect of these rules, prevent its disqualification as a RIC, and minimize the imposition of federal income and excise taxes.
Some futures contracts, foreign currency contracts, and nonequity options (
i.e.
, certain listed options, such as those on a
broad-based securities index) except any securities futures contract that is not a dealer securities futures contract (both as defined in the Code) and any interest rate swap, currency swap, basis swap,
interest rate swap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap or similar agreement in which a Fund invests may be subject to Code section 1256 (collectively section 1256 contracts).
Section 1256 contracts that a Fund holds at the end of its taxable year must be marked-to-market (that is, treated as having been sold at that time for their fair market value) for federal tax purposes, with the result that
unrealized gains or losses will be treated as though they were realized. Sixty percent of any net gain or loss recognized on these deemed sales, and 60% of any net realized gain or loss from any actual sales of section 1256 contracts, will be
treated as long-term capital gain or loss, and the balance will be treated as short-term capital gain or loss (except gains and losses on forward currency contracts, which are generally taxed as ordinary income or loss). These rules may operate to
increase the amount that a Fund must distribute to satisfy the Distribution Requirement (
i.e.
, with respect to the portion treated as short-term capital gain), which will be taxable to its shareholders as ordinary income when distributed to
them, and to increase the net capital gain a Fund recognizes, without in either case increasing the cash available to it. A Fund may elect not to have the foregoing rules apply to any mixed straddle (that is, a straddle, which the Fund
clearly identifies in accordance with applicable regulations, at least one (but not all) of the positions of which are section 1256 contracts), although doing so may have the effect of increasing the relative proportion of short-term capital gain
(taxable as ordinary income) and thus increasing the amount of dividends it must distribute. Section 1256 contracts also may be marked-to-market for purposes of the Excise Tax.
Code section 1092 (dealing with straddles) also may affect the taxation of options, futures, and forward contracts in which a Fund may invest. That section defines a straddle as offsetting
positions with respect to actively traded personal property; for these purposes, options, futures, and forward contracts are positions in personal property. Under that section, any loss from the disposition of a position in a straddle may be
deducted only to the extent the loss exceeds the unrealized gain on the offsetting position(s) of the straddle. In addition, these rules may postpone the recognition of loss that otherwise would be recognized under the mark-to-market rules discussed
above. The regulations under section 1092 also provide certain wash sale rules, which apply to transactions where a position is sold at a loss and a new offsetting position is acquired within a prescribed period, and short
sale rules applicable to straddles. If a Fund makes certain elections, the amount, character, and timing of recognition of gains and losses from the affected straddle positions would be determined under rules that vary according to the
elections made. Because only a few of the regulations implementing the straddle rules have been promulgated, the tax consequences to a Fund of straddle transactions are not entirely clear.
If a call option written by a Fund lapses (
i.e.
, terminates without being exercised), the amount of the premium it received for the option will be short-term capital gain. If a Fund enters into a
closing purchase transaction with respect to a written call option, it will have a short-term capital gain or loss based on the difference between the premium it received for the option it wrote and the premium it pays for the option it buys. If
such an option is exercised and a Fund thus sells the securities or futures contract subject to the option, the premium the Fund received will be added to the exercise price to determine the gain or loss on the sale. If a call option purchased by a
Fund lapses, it will realize short-term or long-term capital loss, depending on its holding period for the security or futures contract subject thereto. If a Fund exercises a purchased call option, the premium it paid for the option will be added to
the basis in the subject securities or futures contract.
46
Income from Zero-Coupon and Payment-in-Kind Securities
.
A Fund may acquire zero-coupon or
other securities (such as strips and delayed interest securities) issued with original issue discount (OID). As a holder of those securities, a Fund must include in its gross income the OID that accrues on the securities during the
taxable year, even if it receives no corresponding payment on them during the year. Similarly, a Fund must include in its gross income securities it receives as interest on payment-in-kind securities. With respect to market
discount bonds (
i.e.,
bonds purchased at a price less than their issue price plus the portion of OID previously accrued thereon), a Fund may elect to accrue and include in income taxable each year a portion of the bonds market
discount. Because each Fund annually must distribute substantially all of its investment company taxable income, including any accrued OID, market discount, and other non-cash income, to satisfy the Distribution Requirement and avoid imposition of
the Excise Tax, a Fund may be required in a particular year to distribute as a dividend an amount that is greater than the total amount of cash it actually receives. Those distributions will be made from a Funds cash assets or from the
proceeds of sales of portfolio securities, if necessary. A Fund may realize capital gains or losses from those sales, which would increase or decrease its investment company taxable income and/or net capital gain.
Constructive Sales.
If a Fund has an appreciated financial position generally, an interest (including an interest
through an option, futures or forward contract, or short sale) with respect to any stock, debt instrument (other than straight debt), or partnership interest the fair market value of which exceeds its adjusted basis and enters
into a constructive sale of the position, the Fund will be treated as having made an actual sale thereof, with the result that it will recognize gain at that time. A constructive sale generally consists of a short sale, an offsetting
notional principal contract, or a futures or forward contract a Fund or a related person enters into with respect to the same or substantially identical property. In addition, if the appreciated financial position is itself a short sale or such a
contract, acquisition of the underlying property or substantially identical property will be deemed a constructive sale. The foregoing will not apply, however, to any Funds transaction during any taxable year that otherwise would be treated as
a constructive sale if the transaction is closed within 30 days after the end of that year and the Fund holds the appreciated financial position unhedged for 60 days after that closing (
i.e
., at no time during that 60-day period is the
Funds risk of loss regarding that position reduced by reason of certain specified transactions with respect to substantially identical or related property, such as having an option to sell, being contractually obligated to sell, making a short
sale, or granting an option to buy substantially identical stock or securities).
The foregoing is only a general summary of some of the
important federal income and excise tax considerations generally affecting the Funds. No attempt is made to present a complete explanation of the federal tax treatment of the Funds activities, and this discussion is not intended as a
substitute for careful tax planning. Accordingly, potential investors are urged to consult their own tax advisers for more detailed information and for information regarding any state, local, or foreign taxes applicable to a Fund and to
distributions therefrom.
Capital Loss Carryovers.
As of August 31, 2012, the following Funds had capital loss carryovers
on a tax basis in the respective amounts, expiring in the indicated taxable years, shown below:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unlimited
|
|
|
|
8/31/2013
|
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|
8/31/2014
|
|
|
8/31/2015
|
|
|
8/31/2016
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|
8/31/2017
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8/31/2018
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|
8/31/2019
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|
ST
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|
|
LT
|
|
Direxion Monthly 7-10 Year Treasury Bull 2X Fund
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|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
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|
$
|
|
|
|
$
|
|
|
|
$
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|
|
|
$
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|
|
Direxion Monthly 7-10 Year Treasury Bear 2X Fund
|
|
$
|
|
|
|
$
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|
|
|
$
|
|
|
|
$
|
941,855
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|
|
$
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2,717,991
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$
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1,976,123
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$
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|
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$
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4,822
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|
$
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|
To the extent a Fund listed above realizes future net capital gains in any taxable year included in the preceding
table to which it has available capital loss carryovers, those gains will be wholly or partly offset by those carryover(s).
47
Pursuant to the Regulated Investment Company Modernization Act of 2010, capital losses sustained in future
taxable years will not expire and may be carried over without limitation.
FINANCIAL STATEMENTS
The financial statements for the Direxion Monthly 7-10 Year Treasury Bull 2X Fund and the Direxion Monthly 7-10 Year Treasury Bear 2X
Fund for the fiscal year ended August 31, 2012, are incorporated by reference from the Funds Annual Report to Shareholders dated August 31, 2012.
To receive a copy of the Prospectus or Annual or Semi-Annual Report to shareholders, without charge, write to or call the Trust at the address or telephone number listed above.
48
Appendix A
Description of Corporate Bond Ratings
Moodys Investors Service and Standard and Poors are two prominent independent rating agencies that rate the quality of bonds. Following are expanded explanations of the ratings shown in the
Prospectus and this SAI.
Moodys Investors Service Long-Term Corporate Obligation Ratings
Moodys long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or
more. They address the possibility that a financial obligation will not be honored as promised. Such ratings have been published by Moodys Investors Service, Inc. and Moodys Analytics Inc. and reflect both the likelihood of default and
any financial loss suffered in the event of default.
Aaa
: Obligations rated Aaa are judged to be of the highest quality, with minimal
credit risk.
Aa
: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
: Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa
: Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative
characteristics.
Ba
: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B
: Obligations rated B are considered speculative and are subject to high credit risk.
Caa
: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca
: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and
interest.
C
: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery
of principal or interest.
Note
: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa
through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Moodys Investors Service Municipal Bond Ratings
The following descriptions of Moodys long-term municipal bond ratings have been published by Moodys Investors Service, Inc. and Moodys Analytics Inc.
Aaa:
Issuers or issues rated Aaa demonstrate the strongest creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Aa:
Issuers or issues rated Aa demonstrate very strong creditworthiness relative to other US municipal or tax-exempt issuers or
issues.
A:
Issuers or issues rated A present above-average creditworthiness relative to other US municipal or tax-exempt issuers or
issues.
Baa:
Issuers or issues rated Baa represent average creditworthiness relative to other US municipal or tax- exempt issuers or
issues.
A-1
Ba:
Issuers or issues rated Ba demonstrate below-average creditworthiness relative to other US
municipal or tax-exempt issuers or issues.
B:
Issuers or issues rated B demonstrate weak creditworthiness relative to other US
municipal or tax- exempt issuers or issues.
Caa:
Issuers or issues rated Caa demonstrate very weak creditworthiness relative to other
US municipal or tax-exempt issuers or issues.
Ca:
Issuers or issues rated Ca demonstrate extremely weak creditworthiness relative to
other US municipal or tax-exempt issuers or issues.
C:
Issuers or issues rated C demonstrate the weakest creditworthiness relative to
other US municipal or tax-exempt issuers or issues.
Note
: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating
category from Aa through Caa. The modifier 1 indicates that the issuer or obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.
Standard and Poors Long-Term Corporate and Municipal Bond Ratings
Issue credit ratings are based, in varying degrees, on the following considerations:
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Likelihood of paymentcapacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of
the obligation;
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Nature of and provisions of the obligation;
|
|
|
|
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of
bankruptcy and other laws affecting creditors rights.
|
Issue ratings are an assessment of default risk, but may
incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation
may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA
: An obligation rated AAA has the highest rating assigned by S&P. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA
: An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its
financial commitment on the obligation is very strong.
A
: An obligation rated A is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB
: An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC, and C:
Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the
highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
A-2
BB:
An obligation rated BB is less vulnerable to nonpayment than other speculative
issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B:
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the
capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
CCC:
An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC:
An obligation rated CC is currently highly vulnerable to nonpayment.
C:
A C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages
allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the C rating may be assigned to subordinated
debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instruments terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either
repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D:
An obligation rated
D is in payment default. The D rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless
Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are
jeopardized. An obligations rating is lowered to D upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value
that is less than par.
Plus (+) or Minus (-):
The ratings from AA to CCC may be modified by the addition
of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR:
This indicates that no rating
has been requested, that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy.
Moodys Investors Service Short-Term Ratings
MIG 1:
This
designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2:
This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3:
This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for
refinancing is likely to be less well-established.
SG:
This designation denotes speculative-grade credit quality. Debt instruments in
this category may lack sufficient margins of protection.
A-3
Standard and Poors Short-Term Municipal Ratings
SP-1:
Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus
(+) designation.
SP-2:
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and
economic changes over the term of the notes.
SP-3:
Speculative capacity to pay principal and interest.
Moodys Investors Service Commercial Paper Ratings
P-1:
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2:
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3:
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP:
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Note:
Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.
Standard and Poors Commercial Paper Ratings
A-1:
A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The obligors capacity to meet its financial commitment on the
obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on these obligations is extremely strong.
A-2:
A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3:
A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.
B:
A short-term obligation rated B is regarded
as having significant speculative characteristics. Ratings of B-1, B-2, and B-3 may be assigned to indicate finer distinctions within the B category. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B-1:
A short-term obligation rated B-1 is regarded as having significant speculative characteristics, but the obligor has a relatively
stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-2:
A
short-term obligation rated B-2 is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other
speculative-grade obligors.
B-3:
A short-term obligation rated B-3 is regarded as having significant speculative
characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
C:
A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its
financial commitment on the obligation.
A-4
D:
A short-term obligation rated D is in payment default. The D rating
category is used when payments on an obligation , including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be
made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Dual Ratings:
S&P assigns dual ratings to all debt issues that have a put option or demand feature as part of their structure. The
first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating
symbols for the put option (for example, AAA/A-1+). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, SP-1+/A-1+).
A-5
APPENDIX B
D
IREXION
F
UNDS
D
IREXION
I
NSURANCE
T
RUST
P
ROXY
V
OTING
P
OLICIES
AND
P
ROCEDURES
Recognizing the increased scrutiny that both institutions and corporations are under, it is important to have corporate governance that appreciates the
importance of consistently applied policy guidelines that are aligned with investors views on key issues. With this in mind we currently use ISSs proxy voting service to execute ballots on behalf of the Direxion Funds and the Direxion
Insurance Trust (collectively, the Trust). ISS prepares custom research and votes per their recommendation. If we agree with their recommendation, no action is required. However, we retain the right and ability to override the vote if
you disagree with ISSs vote recommendation.
Rafferty Asset Management, LLC (Rafferty) views seriously its responsibility to exercise voting authority over securities that
are owned by the Trust.
To document that proxies are being voted, ISS (on behalf of the Trust) will maintain a record
reflecting when and how each proxy is voted consistent with the requirements of Rule 206(4)-6 under the Investment Advisors Act of 1940 and other applicable regulations. Rafferty will make its proxy voting history and policies and procedures
available to shareholders upon request.
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II.
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Guidelines for Voting Proxies
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Rafferty generally follows the recommendations of ISSs proxy voting guidelines as outlined below. Proxy proposals are considered on their own merits and a determination is made as to support or
oppose managements recommendation. Rafferty will typically accept ISSs recommendations on social issues as it does not have the means to evaluate the economic impact of such proposals, or determine a consensus among shareholders
social or political viewpoints.
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III.
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Review and Compliance
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It is Raffertys responsibility to oversee ISSs proxy voting to ensure compliance and timely reporting to US Bank. Reports are verified monthly through ISSs Votex website. ISS provides US
Bank with the NP-X file covering the period from July 1
st
through June 30
th
of the following year. US Bank files the NP-X with the SEC on the Trusts behalf. These records are maintained for five years and the previous two years proxy voting records can be accessed by
contacting US Bank.
Below is a summary outlining ISSs US Proxy Voting Guidelines.
1. Auditors
Ratifying Auditors
Vote FOR proposals to ratify auditors, unless:
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An auditor has a financial interest in or association with the company, and is therefore not independent;
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There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the companys
financial position; or
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Fees for non-audit services are excessive.
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2. Board of Directors
Voting on Director Nominees in Uncontested Elections
Vote CASE-BY-CASE on director nominees, examining, but not limited to, the following factors:
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Composition of the board and key board committees;
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Attendance at board and committee meetings;
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Corporate governance provisions and takeover activity;
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Disclosures under Section 404 of the Sarbanes-Oxley Act;
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Long-term company performance relative to a market and peer index;
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Extent of the directors investment in the company;
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Existence of related party transactions;
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Whether the chairman is also serving as CEO;
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Whether a retired CEO sits on the board;
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Number of outside boards at which a director serves.
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B-1
WITHHOLD from individual directors who:
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Attend less than 75 percent of the board and committee meetings without a valid excuse (such as illness, service to the nation, work on behalf of the
company);
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Sit on more than six public company boards;
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Are CEOs of public companies who sit on the boards of more than two public companies besides their own (withhold only at their outside boards).
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WITHHOLD from the entire board (except for new nominees, who should be considered on a CASE-BY-CASE basis) if:
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The companys poison pill has a dead-hand or modified dead-hand feature. Withhold every year until this feature is removed;
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The board adopts or renews a poison pill without shareholder approval since the beginning of 2005, does not commit to putting it to shareholder vote
within 12 months of adoption or reneges on a commitment to put the pill to a vote and has not yet been withheld from for this issue;
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The board failed to act on a shareholder proposal that received approval by a majority of the shares outstanding the previous year;
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The board failed to act on a shareholder proposal that received approval of the majority of shares cast for the previous two consecutive years;
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The board failed to act on takeover offers where the majority of the shareholders tendered their shares;
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At the previous board election, any director received more than 50 percent withhold votes of the shares cast and the company has failed to address the
issue(s) that caused the high withhold rate;
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A Russell 3000 company underperformed its industry group (GICS group). The test will consist of the bottom performers within each industry group.
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WITHHOLD from inside directors and affiliated outside directors when:
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The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating;
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The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee;
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The full board is less than majority independent.
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WITHHOLD from the members of the Audit Committee if:
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The non-audit fees paid to the auditor are excessive;
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A material weakness identified in the Section 404 disclosures rises to a level of serious concern; there are chronic internal control issues and
an absence of established effective control mechanisms.
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WITHHOLD from the members of the Compensation Committee if:
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There is a negative correlation between chief executive pay and company performance;
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The company fails to submit one-time transfers of stock options to a shareholder vote;
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The company fails to fulfill the terms of a burn rate commitment they made to shareholders;
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The company has poor compensation practices.
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WITHHOLD from directors, individually or the entire board, for egregious actions or failure to replace management as appropriate.
Classification/Declassification of the Board
Vote AGAINST proposals to classify the board.
Vote FOR proposals to repeal classified boards and to elect all directors annually.
Independent Chair (Separate Chair/CEO)
Generally vote FOR shareholder proposals requiring the position of chair be filled by an independent director unless there are compelling reasons to
recommend against the proposal, such as a counterbalancing governance structure. This should include all of the following:
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Designated lead director, elected by and from the independent board members with clearly delineated and comprehensive duties. (The role may
alternatively reside with a presiding director, vice chairman, or rotating lead director; however the director must serve a minimum of one year in order to qualify as a lead director.);
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Two-thirds independent board;
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All-independent key committees;
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Established governance guidelines;
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The company does not under-perform its peers.
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B-2
Majority Vote Shareholder Proposals
Generally vote FOR reasonably crafted shareholders proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing
directors (including binding resolutions requesting that the board amend the companys bylaws), provided the proposal includes a carve-out for a plurality voting standard when there are more director nominees than board seats (e.g., contested
elections). Consider voting AGAINST the shareholder proposal if the company has adopted a formal corporate governance policy that present a meaningful alternative to the majority voting standard and provide an adequate response to both new nominees
as well as incumbent nominees who fail to receive a majority of votes cast.
At a minimum, a companys policy should articulate the
following elements to adequately address each director nominee who fails to receive an affirmative of majority of votes cast in an election:
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Established guidelines disclosed annually in the proxy statement concerning the process to follow for nominees who receive majority withhold votes;
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The policy needs to outline a clear and reasonable timetable for all decision-making regarding the nominees status;
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The policy needs to specify that the process of determining the nominees status will be managed by independent directors and must exclude the
nominee in question;
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An outline of a range of remedies (for example, acceptance of the resignation, maintaining the director but curing the underlying causes of the
withheld votes, etc.);
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The final decision on the nominees status should be promptly disclosed via an SEC filing. The policy needs to include the timeframe for
disclosure and require a full explanation of how the decision was reached.
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In addition, the company should articulate to
shareholders why its policy is the best structure for demonstrating accountability to shareholders.
3. Proxy Contests
Voting for Director Nominees in Contested Elections
Vote CASE-BY-CASE on the election of directors in contested elections, considering the following factors:
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Long-term financial performance of the target company relative to its industry;
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Managements track record;
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Background to the proxy contest;
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Qualifications of director nominees (both slates);
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Strategic plan of dissident slate and quality of critique against management;
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Likelihood that the proposed goals and objectives can be achieved (both slates);
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Stock ownership positions.
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Reimbursing Proxy Solicitation Expenses
Vote CASE-BY-CASE on proposals to reimburse proxy solicitation expenses. When voting in conjunction with support of a dissident slate, vote FOR the
reimbursement of all appropriate proxy solicitation expenses associated with the election.
4. Takeover Defenses
Poison Pills
Vote FOR shareholder
proposals requesting that the company submit its poison pill to a shareholder vote or redeem it UNLESS the company has: (1) A shareholder approved poison pill in place; or (2) The company has adopted a policy concerning the adoption of a
pill in the future specifying that the board will only adopt a shareholder rights plan if either:
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Shareholders have approved the adoption of the plan; or
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The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to
adopt a pill without the delay in adoption that would result from seeking stockholder approval (i.e. the fiduciary out provision). A poison pill adopted under this fiduciary out will be put to a shareholder ratification vote within
twelve months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately terminate.
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Vote FOR shareholder proposals calling for poison pills to be put to a vote within a time period of less than one year after adoption. If the company has no non-shareholder approved poison pill in place
and has adopted a policy with the provisions outlined above, vote AGAINST the proposal. If these conditions are not met, vote FOR the proposal, but with the caveat that a vote within twelve months would be considered sufficient.
Vote CASE-by-CASE on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should
contain the following attributes:
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No lower than a 20 percent trigger, flip-in or flip-over;
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A term of no more than three years;
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No dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future board to redeem the pill;
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Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, ten
percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill.
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B-3
Supermajority Vote Requirements
Vote AGAINST proposals to require a supermajority shareholder vote. Vote FOR proposals to lower supermajority vote requirements.
5. Mergers and Corporate Restructurings
For mergers and acquisitions, evaluate the
proposed transaction based on these factors:
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Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable?
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Market reaction - How has the market responded to the proposed deal?
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Strategic rationale - Does the deal make sense strategically? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably
achievable.
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Negotiations and process - Were the terms of the transaction negotiated at arms length? Was the process fair and equitable?
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Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As
the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests.
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Governance - Will the combined company have a better or worse governance profile than the parties to the transaction?
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6. State of Incorporation
Reincorporation Proposals
Vote
CASE-BY-CASE on proposals to change a companys state of incorporation, taking into consideration both financial and corporate governance concerns, including the reasons for reincorporating, a comparison of the governance provisions,
comparative economic benefits, and a comparison of the jurisdictional laws. Vote FOR reincorporation when the economic factors outweigh any neutral or negative governance changes.
7. Capital Structure
Common Stock Authorization
Vote CASE-BY-CASE on proposals to increase the number of shares of common stock authorized for issuance using a model developed by ISS. Vote FOR proposals
to approve increases beyond the allowable increase when a companys shares are in danger of being de-listed or if a companys ability to continue to operate as a going concern is uncertain. In addition, for capital requests less than or
equal to 300 percent of the current authorized shares that marginally fail the calculated allowable cap (i.e., exceed the allowable cap by no more than 5 percent), on a CASE-BY-CASE basis, vote FOR the increase based on the companys
performance and whether the companys ongoing use of shares has shown prudence.
Issue Stock for Use with Rights Plan
Vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder approved shareholder rights plan
(poison pill).
Preferred Stock
Vote AGAINST proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (blank check preferred stock).
Vote AGAINST proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.
Vote FOR proposals to create de-clawed blank check preferred stock (stock that cannot be used as a takeover defense). Vote FOR proposals to authorize preferred stock in cases where the company
specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable. Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after analyzing the number of
preferred shares available for issue given a companys industry and performance in terms of shareholder returns.
8. Executive and
Director Compensation
Equity Compensation Plans
Vote CASE-BY-CASE on equity-based compensation plans. Vote AGAINST the plan if:
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The total cost of the companys equity plans is unreasonable;
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The plan expressly permits the repricing of stock options without prior shareholder approval;
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There is a disconnect between CEO pay and the companys performance;
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The companys three year burn rate exceeds the greater of 2 percent and the mean plus 1 standard deviation of its industry group; or
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The plan is a vehicle for poor pay practices.
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Director Compensation
Vote CASE-BY-CASE on compensation plans for non-employee directors,
based on the cost of the plans against the companys allowable cap. Vote for the plan if ALL of the following qualitative factors in the boards compensation plan are met and disclosed in the proxy statement:
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Stock ownership guidelines with a minimum of three times the annual cash retainer.
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Vesting schedule or mandatory holding/deferral period:
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B-4
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A minimum vesting of three years for stock options or restricted stock; or
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Deferred stock payable at the end of a three-year deferral period.
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A balanced mix between cash and equity. If the mix is heavier on equity, the vesting schedule or deferral period should be more stringent, with the
lesser of five years or the term of directorship.
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No retirement/benefits and perquisites for non-employee directors; and
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A table with a detailed disclosure of the cash and equity compensation for each non-employee director for the most recent fiscal year.
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Disclosure of CEO Compensation-Tally Sheet
Companies should provide better and more transparent disclosure related to CEO pay. Consider withhold votes in the future from the compensation committee and voting against equity plans if compensation
disclosure is not improved and a tally sheet is not provided.
Employee Stock Purchase PlansQualified Plans
Vote CASE-BY-CASE on qualified employee stock purchase plans. Vote FOR plans if:
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Purchase price is at least 85 percent of fair market value;
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Offering period is 27 months or less; and
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The number of shares allocated to the plan is ten percent or less of the outstanding shares.
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Employee Stock Purchase PlansNon-Qualified Plans
Vote CASE-by-CASE on nonqualified employee stock purchase plans. Vote FOR plans with:
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Broad-based participation (i.e., all employees with the exclusion of individuals with 5 percent or more of beneficial ownership of the company);
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Limits on employee contribution (a fixed dollar amount or a percentage of base salary);
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Company matching contribution up to 25 percent of employees contribution, which is effectively a discount of 20 percent from market value;
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No discount on the stock price on the date of purchase since there is a company matching contribution.
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Option Exchange Programs/Re-pricing Options
Vote CASE-by-CASE on management proposals seeking approval to exchange/reprice options, taking into consideration historic trading patterns, rationale for the re-pricing, value-for-value exchange
treatment of surrendered options, option vesting, term of the option, exercise price and participation. Vote FOR shareholder proposals to put option re-pricing to a shareholder vote.
Severance Agreements for Executives/Golden Parachutes
Vote FOR shareholder proposals to
require golden parachutes or executive severance agreements to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts. Vote on a CASE-BY-CASE basis on proposals to
ratify or cancel golden parachutes. An acceptable parachute should include:
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A trigger beyond the control of management;
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The amount should not exceed three times base amount (defined as the average annual taxable W-2 compensation during the five years prior to the year in
which the change of control occurs;
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Change-in-control payments should be double-triggered, i.e., (1) after a change in the companys ownership structure has taken place, and
(2) termination of the executive as a result of the change in control.
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9. Corporate Responsibility
Animal Rights
Generally vote AGAINST
proposals to phase out the use of animals in product testing unless:
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The company is conducting animal testing programs that are unnecessary or not required by regulation;
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The company is conducting animal testing when suitable alternatives are accepted and used at peer firms;
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The company has been the subject of recent, significant controversy related to its testing programs.
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Generally vote FOR proposals seeking a report on the companys animal welfare standards.
Drug Pricing and Re-importation
Generally vote AGAINST proposals requesting that companies
implement specific price restraints on pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product pricing. Vote CASE-BY-CASE on proposals requesting that the company evaluate their product
pricing considering:
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The existing level of disclosure on pricing policies;
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Deviation from established industry pricing norms;
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The companys existing initiatives to provide its products to needy consumers;
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Whether the proposal focuses on specific products or geographic regions.
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B-5
Generally vote FOR proposals requesting that companies report on the financial and legal impact of their
policies regarding prescription drug re-importation unless such information is already publicly disclosed. Generally vote AGAINST proposals requesting that companies adopt specific policies to encourage or constrain prescription drug re-importation.
Genetically Modified Foods
Vote AGAINST proposals asking companies to voluntarily label genetically engineered (GE) ingredients in their products or alternatively to provide interim
labeling and eventually eliminate GE ingredients due to the costs and feasibility of labeling and/or phasing out the use of GE ingredients.
Tobacco
Most tobacco-related proposals
(such as on second-hand smoke, advertising to youth and spin-offs of tobacco-related business) should be evaluated on a CASE-BY-CASE basis.
Toxic Chemicals
Generally vote FOR
resolutions requesting that a company discloses its policies related to toxic chemicals. Vote CASE-BY-CASE on resolutions requesting that companies evaluate and disclose the potential financial and legal risks associated with utilizing certain
chemicals.
Generally vote AGAINST resolutions requiring that a company reformulate its products within a certain timeframe unless such
actions are required by law in specific markets.
Arctic National Wildlife Refuge
Generally vote AGAINST request for reports outlining potential environmental damage from drilling in the Arctic National Wildlife Refuge (ANWR) unless:
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New legislation is adopted allowing development and drilling in the ANWR region;
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The company intends to pursue operations in the ANWR; and
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The company has not disclosed an environmental risk report for its ANWR operations.
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Concentrated Area Feeding Operations (CAFOs)
Vote FOR resolutions requesting that companies report to shareholders on the risks and liabilities associated with CAFOs unless:
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The company has publicly disclosed guidelines for its corporate and contract farming operations, including compliance monitoring; or
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The company does not directly source from CAFOs.
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Global Warming and Kyoto Protocol Compliance
Generally vote FOR proposals requesting a
report on greenhouse gas emissions from company operations and/or products unless this information is already publicly disclosed or such factors are not integral to the companys line of business. Generally vote AGAINST proposals that call for
reduction in greenhouse gas emissions by specified amounts or within a restrictive time frame unless the company lags industry standards and has been the subject of recent, significant fines or litigation resulting from greenhouse gas emissions.
Generally vote FOR resolutions requesting that companies outline their preparations to comply with standards established by Kyoto Protocol
signatory markets unless:
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The company does not maintain operations in Kyoto signatory markets;
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The company already evaluates and substantially discloses such information; or,
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Greenhouse gas emissions do not significantly impact the companys core businesses.
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Political Contributions
Vote
CASE-BY-CASE on proposals to improve the disclosure of a companys political contributions considering: any recent significant controversy or litigation related to the companys political contributions or governmental affairs; and the
public availability of a policy on political contributions. Vote AGAINST proposals barring the company from making political contributions.
Link Executive Compensation to Social Performance
Vote CASE-BY-CASE on proposals to review ways of linking executive compensation to social factors, such as corporate downsizings, customer or employee satisfaction, community involvement, human rights,
environmental performance, predatory lending, and executive/employee pay disparities.
Outsourcing/Offshoring
Vote CASE-BY-CASE on proposals calling for companies to report on the risks associated with outsourcing, considering: the risks associated with certain
international markets; the utility of such a report; and the existence of a publicly available code of corporate conduct that applies to international operations.
B-6
Human Rights Reports
Vote CASE-BY-CASE on requests for reports detailing the companys operations in a particular country and on proposals to implement certain human rights standards at company facilities or those of its
suppliers and to commit to outside, independent monitoring.
10. Mutual Fund Proxies
Election of Directors
Vote CASE-BY-CASE
on the election of directors and trustees, following the same guidelines for uncontested directors for public company shareholder meetings. However, mutual fund boards do not usually have compensation committees, so do not withhold for the lack of
this committee.
Converting Closed-end Fund to Open-end Fund
Vote CASE-BY-CASE on conversion proposals, considering the following factors:
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Past performance as a closed-end fund;
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Market in which the fund invests;
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Measures taken by the board to address the discount; and
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Past shareholder activism, board activity, and votes on related proposals.
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Establish Director Ownership Requirement
Generally vote AGAINST shareholder proposals that
mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.
Reimburse
Shareholder for Expenses Incurred
Vote CASE-BY-CASE on shareholder proposals to reimburse proxy solicitation expenses. When supporting the
dissidents, vote FOR the reimbursement of the solicitation expenses.
Terminate the Investment Advisor
Vote CASE-BY-CASE on proposals to terminate the investment advisor, considering the following factors:
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Performance of the funds net asset value;
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The funds history of shareholder relations;
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The performance of other funds under the advisors management.
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B-7
DIREXION FUNDS
PART C
OTHER INFORMATION
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(a)
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(i)
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Declaration of Trust dated June 3, 1997 is herein incorporated by reference from the Direxion Funds (the Trust) Initial Registration Statement on Form N-1A filed
with the Securities and Exchange Commission (SEC) on June 6, 1997.
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(ii)
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Amendment to the Declaration of Trust dated April 5, 2006 is herein incorporated by reference from the Post-Effective Amendment No. 65 to the Trusts Registration Statement
filed on Form N-1A with the SEC on May 1, 2006.
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(b)
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By-Laws dated June 3, 1997 are herein incorporated by reference from the Trusts Initial Registration Statement on Form N-1A filed with the SEC on June 6,
1997.
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(c)
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Instrument Defining Rights of Security Holders None.
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(d)
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(i)(A)
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Form of Investment Advisory Agreement between the Trust and Rafferty Asset Management, LLC (RAM) is herein incorporated by reference from the Pre-Effective Amendment
No. 1 to the Trusts Registration Statement filed with the SEC on September 18, 1997.
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(i)(B)
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Amendment to Schedule A of the Investment Advisory Agreement is herein incorporated by reference from Post-Effective Amendment No. 123 to the Trusts Registration Statement
filed with the SEC on August 27, 2012.
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(ii)(A)
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Form of Subadvisory Agreement between Flexible Plan Investments, Ltd. and RAM is herein incorporated by reference from Post-Effective Amendment No. 21 to the Trusts
Registration Statement filed with the SEC on January 12, 2004.
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(ii)(B)
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Amendment to Schedule A of the Subadvisory Agreement dated January 23, 2006 between Flexible Plan Investments, Ltd. and RAM is herein incorporated by reference from
Post-Effective Amendment No. 62 to the Trusts Registration Statement filed with the SEC on January 20, 2006.
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(iii)(A)
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Form of Subadvisory Agreement between Horizon Capital Management Inc. and RAM is herein incorporated by reference from Post-Effective Amendment No. 33 to the Trusts
Registration Statement filed with the SEC on September 2, 2004.
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(iv)(A)
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Form of Subadvisory Agreement between Wilshire Associates, Inc. and RAM is herein incorporated by reference from Post-Effective Amendment No. 90 to the Trusts Registration
Statement filed with the SEC on February 27, 2009.
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(e)
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(i)(A)
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Amended and Restated Distribution Agreement between the Trust and Rafferty Capital Markets, Inc. (RCM) is herein incorporated by reference from Post-Effective
Amendment No. 92 to the Trusts Registration Statement filed with the SEC on April 30, 2009.
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(i)(B)
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Amendment to Schedule A and Schedule B of the Amended and Restated Distribution Agreement between the Trust and RCM is herein incorporated by reference from Post-Effective
Amendment No. 121 to the Trusts Registration Statement filed with the SEC on February 1, 2012.
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1
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(ii)
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Form of Dealer Agreement is herein incorporated by reference from Post-Effective Amendment No. 5 to the Trusts Registration Statement filed with the SEC on
November 17, 1999.
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(f)
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Bonus or Profit Sharing Contracts None.
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(g)
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(i)
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Custody Agreement dated March 17, 2010 is herein incorporated by reference from Post-Effective Amendment No. 119 to the Trusts Registration Statement filed with the SEC on
December 22, 2011.
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(h)
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(i)
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Transfer Agent Servicing Agreement dated February 24, 2010 is herein incorporated by reference from Post-Effective Amendment No. 104 to the Trusts Registration Statement
filed with the SEC on August 30, 2010.
|
|
|
|
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(ii)
|
|
Fund Accounting Servicing Agreement dated February 24, 2010 is herein incorporated by reference from Post-Effective Amendment No. 104 to the Trusts Registration Statement
filed with the SEC on August 30, 2010.
|
|
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(iii)(A)
|
|
Fund Administration Servicing Agreement dated February 24, 2010 is herein incorporated by reference from Post-Effective Amendment No. 104 to the Trusts Registration
Statement filed with the SEC on August 30, 2010.
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(iii)(B)
|
|
First Amendment to the Fund Administration Servicing Agreement is herein incorporated by reference from Post-Effective Amendment No. 123 to the Trusts Registration
Statement filed with the SEC on August 27, 2012.
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(iv)(A)
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|
Fulfillment Servicing Agreement is herein incorporated by reference from Pre-Effective Amendment No. 1 to the Trusts Registration Statement filed with the SEC September 18,
1997.
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(iv)(B)
|
|
Amendment to Exhibit A of the Fulfillment Servicing Agreement is herein incorporated by reference from Post-Effective Amendment No. 65 to the Trusts Registration Statement
filed with the SEC on May 1, 2006.
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|
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|
(v)(A)
|
|
Form of Operating Services Agreement is herein incorporated by reference from Post-Effective Amendment No. 93 to the Trusts Registration Statement filed with the SEC on
July 2, 2009.
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|
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|
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(v)(B)
|
|
Amendment to Schedule A of the Operating Services Agreement is herein incorporated by reference from Post-Effective Amendment No. 123 to the Trusts Registration Statement
filed with the SEC on August 27, 2012.
|
|
|
|
(i)
|
|
|
|
Opinion and consent of counsel filed herewith.
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|
(j)
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|
(i)
|
|
Consent of Independent Registered Public Accounting Firm filed herewith.
|
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|
(ii)
|
|
Power of Attorney dated June 1, 2011 is herein incorporated by reference from Post-Effective Amendment No. 112 to the Trusts Registration Statement filed with the SEC on
July 1, 2011.
|
|
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|
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|
(iii)
|
|
Power of Attorney dated January 25, 2012 is herein incorporated by reference from Post-Effective Amendment No. 121 to the Trusts Registration Statement filed with the SEC
on February 1, 2012.
|
|
|
|
(k)
|
|
|
|
Omitted Financial Statements None.
|
|
|
|
(l)
|
|
|
|
Letter of Investment Intent dated September 2, 1997 filed with Pre-Effective Amendment No. 1 to the Trusts Registration Statement on September 18, 1997.
|
2
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|
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|
|
(m)
|
|
(i)(A)
|
|
Investor Class Plan pursuant to Rule 12b-1 dated November 10, 2006 is herein incorporated by reference from Post-Effective Amendment No. 67 to the Trusts Registration
Statement filed with the SEC on December 22, 2006.
|
|
|
|
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|
(i)(B)
|
|
Amendment to Schedule A of the Investor Class Plan pursuant to Rule 12b-1 is herein incorporated by reference from Post-Effective Amendment No. 121 to the Trusts
Registration Statement filed with the SEC on February 1, 2012.
|
|
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|
(ii)(A)
|
|
Service Class Plan pursuant to Rule 12b-1 is herein incorporated by reference from Post-Effective Amendment No. 102 to the Trusts Registration Statement filed with the SEC
on February 26, 2010.
|
|
|
|
|
|
(ii)(B)
|
|
Amendment to Schedule A of the Service Class Plan pursuant to Rule 12b-1 is herein incorporated by reference from Post-Effective Amendment No. 119 to the Trusts
Registration Statement filed with the SEC on December 22, 2011.
|
|
|
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|
(iii)
|
|
Class A Plan pursuant to Rule 12b-1 is herein incorporated by reference from Post-Effective Amendment No. 121 to the Trusts Registration Statement filed with the SEC on
February 1, 2012.
|
|
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|
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|
(iv)
|
|
Class C Plan pursuant to Rule 12b-1 is herein incorporated by reference from Post-Effective Amendment No. 121 to the Trusts Registration Statement filed with the SEC on
February 1, 2012.
|
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(v)
|
|
Investor Class Shareholder Service Plan is herein incorporated by reference from Post-Effective Amendment No. 119 to the Trusts Registration Statement filed with the SEC on
December 22, 2011.
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|
(n)
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|
|
|
Amended and Restated Multiple Class Plan pursuant to Rule 18f-3 is herein incorporated by reference from Post-Effective Amendment No. 121 to the Trusts Registration
Statement filed with the SEC on February 1, 2012.
|
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|
(o)
|
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|
|
Reserved.
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|
|
(p)
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|
(i)
|
|
Code of Ethics of Rafferty Capital Markets, LLC is herein incorporated by reference from Post-Effective Amendment No. 20 to the Trusts Registration Statement filed with the
SEC on December 31, 2003.
|
|
|
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|
(ii)
|
|
Code of Ethics of Flexible Plan Investments, Ltd. is herein incorporated by reference from Post-Effective Amendment No. 21 to the Trusts Registration Statement filed with
the SEC on January 12, 2004.
|
|
|
|
|
|
(iii)
|
|
Code of Ethics of Horizon Capital Management, Inc. dated August 15, 2004 is herein incorporated by reference from Post-Effective Amendment No. 33 to the Trusts Registration
Statement filed with the SEC on September 2, 2004.
|
|
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|
(iv)
|
|
Code of Ethics of the Direxion Funds, Direxion Insurance Trust and Rafferty Asset Management, LLC is herein incorporated by reference from Post-Effective Amendment No. 123 to the
Trusts Registration Statement filed with the SEC on August 27, 2012.
|
|
|
|
|
|
(v)
|
|
Code of Ethics of Wilshire Associates, Inc. is herein incorporated by reference from Post-Effective Amendment No. 90 to the Trusts Registration Statement filed with the SEC
on February 27, 2009.
|
3
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Item 29. Persons Controlled by or Under Common Control with
Registrant
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|
|
None.
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|
|
Item 30. Indemnification
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|
|
Article XI, Section 2 of the Trusts Declaration of Trust provides
that:
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(a)
|
|
Subject to the exceptions and limitations contained in paragraph (b) below:
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(i)
|
|
every person who is, or has been, a Trustee or officer of the Trust (hereinafter referred to as a Covered Person) shall be indemnified by the Trust and/or by 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;
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(ii)
|
|
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 while a Covered Person is in office or thereafter, and the words liability and expenses shall include, without limitation, attorneys fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
|
|
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(b)
|
|
No indemnification shall be provided hereunder to a Covered Person:
|
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|
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(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
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|
|
(ii)
|
|
in the event of a settlement, unless there has been a determination that such Covered Person did not engage 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 parties to the
matter based upon a review of readily available facts (as opposed to a full trial-type inquiry or full investigation); 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); provided, however, that any Shareholder may, by appropriate legal proceedings, challenge any such determination by the Trustees, or by independent legal counsel.
|
|
|
|
|
(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, shall continue as to a person who has ceased to be such Trustee or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Trustees and officers, and other persons may be entitled by contract or otherwise under
law.
|
|
|
|
|
(d) Expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character
described in paragraph (a) of this Section 2 may be paid by the Trust 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 if it is ultimately determined that he or she is not entitled to indemnification under this Section 2; provided, however, that:
|
4
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|
(i)
|
|
such Covered Person shall have provided appropriate security for such undertaking,
|
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|
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|
|
(ii)
|
|
the Trust is insured against losses arising out of any such advance payments, or
|
|
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|
|
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|
|
(iii)
|
|
either a majority of the Trustees who are neither interested persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Covered Person will be found entitled to indemnification under this
Section 2.
|
According to Article XII, Section 1 of the Declaration of Trust, the Trust is a trust and not a
partnership. Trustees are not liable personally to any person extending credit to, contracting with or having any claim against the Trust, a particular Series or the Trustees. A Trustee, however, is not protected from liability due to willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
Article
XII, Section 2 provides that, subject to the provisions of Section 1 of Article XII and to Article XI, the Trustees are not liable for errors of judgment or mistakes of fact or law, or for any act or omission in accordance with advice of
counsel or other experts or for failing to follow such advice.
Item 31.
|
Business and Other Connections of Investment Adviser
|
Rafferty Asset Management, LLC (the Adviser), 1301 Avenue of the Americas (6
th
Avenue), 35
th
Floor, New York, New York 10019, offers investment advisory services. Information as to the officers and directors of
the Adviser is included in its current Form ADV filed with the SEC (Registration Number 801-54679).
Flexible Plan
Investments, Ltd. (Flexible Plan), 3883 Telegraph Road, Suite 100, Bloomfield Hills, Michigan, 48302, offers investment advisory services. Information as to the officers and directors of Flexible Plan is included in its current Form ADV
filed with the SEC (Registration Number 801-21073).
Horizon Capital Management, Inc. (HCM), 141 Ridgeway Drive,
Suite 203, Lafayette, LA 70503, offers investment advisory services. Information as to the officers and directors of HCM is included in its current Form ADV filed with the SEC (Registration Number 801-26038).
Wilshire Associates, Inc. (Wilshire) 1299 Ocean Avenue Suite 700, Santa Monica, CA 90401, offers investment advisory
services. Information as to the officers and directors of Wilshire is included in its current Form ADV filed with the SEC (Registration Number 801-36233).
Item 32.
|
Principal Underwriter
|
(a) Rafferty Capital Markets, LLC, 1010 Franklin Avenue, Garden City, NY 11530, serves as principal underwriter for the Direxion Funds,
Armour Funds, Aviemore Funds, Bretton Funds, Castle Focus Fund, Chou America Mutual Fund, Christopher Weil & Co. Funds, Conestoga Funds, Entrepreneur Shares, FMI Funds, HNP Capital Growth & Preservation Fund, Hagin Keystone Fund,
Jacobs-Broel Fund, Leuthold Funds, Longleaf Partners Fund, Marketocracy Funds, Neiman Funds, New Frontiers KC India Fund, Outfitter Fund, Paradigm Funds, PIP New Generation Fund, Ranger Funds, Reynolds Funds, Rocky Peak Funds, Satuit Funds, Sparrow
Funds, Valley Forge Funds and Wireless Fund.
5
(b) The director and officers of Rafferty Capital Markets, LLC are:
|
|
|
|
|
Name
|
|
Positions and Offices with
Underwriter
|
|
Position and Offices
with Registrant
|
Thomas A. Mulrooney
|
|
President
|
|
None
|
Lawrence C. Rafferty
|
|
Director
|
|
Chairman of the Board of Trustees
|
Stephen P. Sprague
|
|
Chief Financial Officer
|
|
None
|
The principal business address of each of the persons listed above is 1010 Franklin Avenue, Garden City, New York 11530.
Item 33.
|
Location of Accounts and Records
|
The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, (the 1940 Act) are maintained in the physical possession of the
Trusts investment adviser, subadviser, administrator, custodian, subcustodian, or transfer agent.
Item 34.
|
Management Services
|
Not
applicable.
Not
applicable.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, (the Securities Act) and the 1940 Act, the Registrant certifies that this Post-Effective Amendment No. 130 to its
Registration Statement meets all the requirements for effectiveness pursuant to Rule 485(b) of the Securities Act, and the Registrant has duly caused this Post-Effective Amendment No. 130 to its Registration Statement on Form N-1A to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York on April 12, 2013.
|
|
|
DIREXION FUNDS
|
|
|
By:
|
|
/s/ Daniel D. ONeill
|
|
|
Daniel D. ONeill
|
|
|
President
|
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 130 to
its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Lawrence C. Rafferty*
|
|
Chairman of the Board
|
|
April 12, 2013
|
Lawrence C. Rafferty
|
|
|
|
|
|
|
|
/s/ Daniel J. Byrne*
|
|
Trustee
|
|
April 12, 2013
|
Daniel J. Byrne
|
|
|
|
|
|
|
|
/s/ Gerald E. Shanley III*
|
|
Trustee
|
|
April 12, 2013
|
Gerald E. Shanley III
|
|
|
|
|
|
|
|
/s/ John Weisser*
|
|
Trustee
|
|
April 12, 2013
|
John Weisser
|
|
|
|
|
|
|
|
/s/ Patrick J. Rudnick
|
|
Principal Financial
|
|
April 12, 2013
|
Patrick J. Rudnick
|
|
Officer and Treasurer
|
|
|
|
|
|
/s/ Daniel D. ONeill
|
|
President and Principal
|
|
April 12, 2013
|
Daniel D. ONeill
|
|
Executive Officer
|
|
|
|
|
|
|
|
*By:
|
|
Patrick J. Rudnick
|
|
|
Patrick J. Rudnick, Principal Financial
Officer, Treasurer and Attorney-In Fact
|
INDEX TO EXHIBITS
|
|
|
Exhibit
Number
|
|
Description
|
|
|
(i)
|
|
Opinion and consent of counsel
|
|
|
(j)(i)
|
|
Consent of Independent Registered Public Accounting Firm
|
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