~~Table~~UNITED ofSTATES ~~Contents~~

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE~~20549 ~~COMMISSION~~

~~Washington,~~FORM ~~D.C. 20549~~ 10-Q

~~FORM~~x ~~10-Q~~ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

xfor ~~Quarterly report pursuant to Section 13 or 15(d) of~~ the ~~Securities~~quarterly ~~Exchange~~period ~~Act~~ended ofDecember 31, ~~1934~~2014.

~~for~~OR ~~the quarterly period ended September 30, 2014.~~

OR¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

¨for ~~Transition~~the ~~report~~transition ~~pursuant~~period from to . ~~Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~for~~Commission ~~the~~file ~~transition~~number: ~~period~~001-36392 ~~from to .~~

~~Commission~~DIREXION SHARES ~~file~~ETF ~~number:~~TRUST ~~001-36392~~II

~~DIREXION SHARES~~(Exact ~~ETF~~name ~~TRUST~~of IIregistrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware

27-6710917

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Delaware		27-6710917
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1301 Avenue of the Americas (6^th Ave,), 35^th Floor

~~1301~~New ~~Avenue of the Americas (6th Ave~~York,), ~~35th~~New ~~Floor~~York 10019

~~New~~(Address ~~York,~~of ~~New~~principal ~~York~~executive ~~10019~~offices) (Zip code)

(~~Address of principal executive offices~~866) ~~(Zip~~476-7523 ~~code)~~

(~~866)~~Registrant’s ~~476-7523~~telephone number, including area code)

~~(Registrant’s~~N/A ~~telephone number, including area code)~~

~~N/A~~(Former name, former address and former fiscal year, if changed since last report)

~~(Former~~Indicate ~~name,~~by ~~former~~check mark whether ~~address~~the ~~and~~registrant ~~former~~(1) has ~~fiscal~~filed ~~year,~~all ifreports ~~changed~~required ~~since~~to ~~last~~be ~~report~~filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and ~~required~~posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section 13~~posted orpursuant ~~15(d)~~to ofRule ~~the~~405 ~~Securities~~of ~~Exchange~~Regulation ~~Act~~S-T (§232.405 of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2) has~~post ~~been subject to~~ such ~~filing requirements for the past 90 days~~files). x Yes ¨ No

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate Web site~~filer, ifa ~~any~~non-accelerated filer, ~~every~~or ~~Interactive~~a ~~Data~~smaller ~~File~~reporting ~~required~~company. See tothe bedefinitions ~~submitted and posted pursuant to Rule 405~~ of ~~Regulation~~“large ~~S-T~~accelerated ~~(§232.405~~filer,” of“accelerated ~~this~~filer” ~~chapter)~~and ~~during~~“smaller ~~the~~reporting ~~preceding~~company” 12in ~~months~~Rule ~~(or~~12b-2 ~~for~~of ~~such shorter period that~~ the ~~registrant~~Exchange ~~was required to submit and post such files)~~Act. ~~x Yes ¨ No~~

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an¨ ~~accelerated~~Accelerated filer, a¨ ~~non~~Non-accelerated filer, orx a(Do ~~smaller~~not ~~reporting~~check ~~company.~~if ~~See the~~a ~~definitions of “large accelerated filer,” “accelerated filer” and “~~smaller reporting company”) inSmaller ~~Rule~~reporting ~~12b-2~~company ~~of the Exchange Act.~~ ¨

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~whether ~~filer~~the ¨registrant ~~Non-accelerated~~is ~~filer~~a xshell company (Doas ~~not~~defined ~~check~~in ifRule a12b-2 ~~smaller~~of ~~reporting~~the ~~company~~Exchange Act) ~~Smaller reporting company~~ . ¨ Yes x No

~~Indicate~~Direxion byDaily ~~check~~Gold ~~mark~~Bull ~~whether~~3X ~~the~~Shares ~~registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No~~

~~Table~~Schedule of ~~Contents~~Investments

~~Table~~December 31, of2014 ~~Contents~~(Unaudited)

	Page
Shares			Value
Part I. FINANCIAL INFORMATION
SHORT TERM INVESTMENTS – 94.9%
Item 1. Condensed Financial Statements.		1
Money Market Funds – 94.9%
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		32
2,589,400	Fidelity Institutional Money Market Government Portfolio, 0.01%(a)		$	2,589,400
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		39
	TOTAL SHORT TERM INVESTMENTS (Cost $2,589,400)		$	2,589,400
Item 4. Controls and Procedures.		43
	Total Investments (Cost $2,589,400) – 94.9%		$	2,589,400
Part II. OTHER INFORMATION
	Other Assets in Excess of Liabilities – 5.1%(b)			138,708
Item 1. Legal Proceedings.		44
	TOTAL NET ASSETS - 100.0%		$	2,728,108
Item 1A. Risk Factors.		44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		45
Item 3. Defaults Upon Senior Securities.		45
Item 4. Mine Safety Disclosures.		45
Item 5. Other Information.		45
Item 6. Exhibits.		45

~~Table~~Percentages are stated as a percent of ~~Contents~~net assets.

~~Part~~(a) I.Represents ~~FINANCIAL~~annualized ~~INFORMATION~~seven-day yield at December 31, 2014.

~~Item~~(b) 1.$314,659 ~~Condensed~~of ~~Financial~~cash ~~Statements~~is pledged as collateral for futures contracts.

~~Index~~Long Futures Contracts

Documents	Page
Schedules of Investments		2
Statements of Financial Condition		6
Combined Statement of Financial Condition		9
Statements of Income and Expenses		10
Combined Statement of Income and Expenses		13
Statements of Changes in Shareholders’ Equity		14
Combined Statement of Changes in Shareholders’ Equity		17
Statements of Cash Flows		18
Combined Statement of Cash Flows		21
Financial Highlights		22
Notes to Financial Statements		23

December 31, 2014 (Unaudited)


Contracts		Unrealized Appreciation/ (Depreciation)
65	Gold Futures
	Expiring February 2015 (Underlying Face Amount at Market Value $7,687,550)	$	(119,278	)
13	Mini Gold
	Futures Expiring February 2015 (Underlying Face Amount at Market Value $494,435)		(5,713	)

		$	(124,991	)

~~Table~~The accompanying notes are an integral part of ~~Contents~~these financial statements.

Direxion Daily Gold Bull 3X Shares

Schedule of Investments

~~September~~June 30, 2014 ~~(Unaudited)~~

Shares			Value		~~Value~~
	SHORT TERM INVESTMENTS - 92.1%
SHORT TERM INVESTMENTS - 84.6%
	Money Market Funds - 92.1%
Money Market Funds - 84.6%
	2,791,109		Fidelity Institutional Money Market Government Portfolio, 0.01%(a)		$	2,791,109
3,482,297		Fidelity Institutional Money Market Government Portfolio, 0.01%(a)	$	3,482,297
			TOTAL SHORT TERM INVESTMENTS (Cost $2,791,109)		$	2,791,109
		TOTAL SHORT TERM INVESTMENTS (Cost $3,482,297)	$	3,482,297
			Total Investments (Cost $2,791,109) - 92.1%		$	2,791,109
		Total Investments (Cost $3,482,297) - 84.6%	$	3,482,297
			Other Assets in Excess of Liabilities - 7.9%(b)			240,198
		Other Assets in Excess of Liabilities - 15.4%(b)		632,395
		TOTAL NET ASSETS - 100.0%	~~TOTAL NET ASSETS - 100.0%~~$	4,114,692	$	~~3,031,307~~

Percentages are stated as a percent of net assets.

(a) Represents annualized seven-day yield at ~~September~~June 30, 2014.

(b) $1335,~~072,714~~311 of cash is pledged as collateral for futures contracts.

Long Futures Contracts

~~September~~June 30, 2014 ~~(Unaudited)~~

Contracts			UnrealizedAppreciation/(Depreciation)		~~UnrealizedAppreciation/(Depreciation)~~
	72		Gold FuturesExpiring December 2014 (Underlying Face Amount at Market Value $8,706,960)		$	(745,010	)
88		Gold Futures
	10		Mini Gold FuturesExpiring December 2014 (Underlying Face Amount at Market Value $401,687)			(14,120	)
		Expiring August 2014 (Underlying Face Amount at Market Value $11,704,880)	$	312,900
					$	(759,130	)
14		Mini Gold
		Futures Expiring August 2014 (Underlying Face Amount at Market Value $618,184)		22,599
			$	335,499

The accompanying notes are an integral part of these financial statements.

2Direxion Daily Gold Bear 3X Shares

~~Table~~Schedule of ~~Contents~~Investments

~~Direxion~~December ~~Daily~~31, ~~Gold~~2014 ~~Bull~~(Unaudited) ~~3X Shares~~

~~Schedule~~No reportable ofinvestments. ~~Investments~~

June 30, 2014


Total Investments (Cost $-) – 0.0%	$	—
Other Assets in Excess of Liabilities – 0.0%		—

TOTAL NET ASSETS – 0.0%	$	—

Shares			Value
	SHORT TERM INVESTMENTS - 84.6%
	Money Market Funds - 84.6%
	3,482,297	Fidelity Institutional Money Market Government Portfolio, 0.01%(a)	$	3,482,297
		TOTAL SHORT TERM INVESTMENTS (Cost $3,482,297)	$	3,482,297
		Total Investments (Cost $3,482,297) - 84.6%	$	3,482,297
		Other Assets in Excess of Liabilities - 15.4%(b)		632,395
		TOTAL NET ASSETS - 100.0%	$	4,114,692

The Fund commenced liquidation procedures on December 29, 2014.

~~Percentages~~The ~~are~~accompanying ~~stated~~notes asare aan ~~percent~~integral part of ~~net~~these ~~assets~~financial statements.

~~(a)~~Direxion ~~Represents~~Daily ~~annualized~~Gold ~~seven-day~~Bear ~~yield~~3X atShares ~~June 30, 2014.~~

~~(b)~~Schedule ~~$335,311~~ of ~~cash~~Investments ~~is pledged as collateral for futures contracts.~~

~~Long~~June 30, ~~Futures~~2014 ~~Contracts~~

June 30, 2014


Shares		Value
SHORT TERM INVESTMENTS - 88.6%
Money Market Funds - 88.6%
3,308,208	Fidelity Institutional Money Market Government Portfolio, 0.01%^(a)	$	3,308,208

	TOTAL SHORT TERM INVESTMENTS (Cost $3,308,208)	$	3,308,208

	Total Investments (Cost $3,308,208) - 88.6%	$	3,308,208
	Other Assets in Excess of Liabilities - 11.4%^(b)		425,718

	TOTAL NET ASSETS - 100.0%	$	3,733,926

Contracts			UnrealizedAppreciation/(Depreciation)
	88	Gold FuturesExpiring August 2014 (Underlying Face Amount at Market Value $11,704,880)	$	312,900
	14	Mini GoldFutures Expiring August 2014 (Underlying Face Amount at Market Value $618,184)		22,599
			$	335,499

Percentages are stated as a percent of net assets.

~~The~~(a) ~~accompanying~~Represents ~~notes~~annualized ~~are~~seven-day anyield ~~integral~~at ~~part~~June of30, ~~these financial statements~~2014.

3(b) $833,277 of cash is pledged as collateral for futures contracts.

~~Table~~Short ofFutures ~~Contents~~Contracts

~~Direxion~~June 30, ~~Daily~~2014 ~~Gold Bear 3X Shares~~

Schedule of Investments


Contracts		Unrealized Appreciation/ (Depreciation)
80	Gold Futures
	Expiring August 2014 (Underlying Face Amount at Market Value $10,640,800)	$	(349,900	)
13	Mini Gold
	Futures Expiring August 2014 (Underlying Face Amount at Market Value $574,028)		(19,278	)

		$	(369,178	)

~~September 30,~~The ~~2014~~accompanying ~~(Unaudited)~~notes are an integral part of these financial statements.

Shares			Value
	SHORT TERM INVESTMENTS - 87.9%
	Money Market Funds - 87.9%
	4,276,419	Fidelity Institutional Money Market Government Portfolio, 0.01%(a)	$	4,276,419
		TOTAL SHORT TERM INVESTMENTS (Cost $4,276,419)	$	4,276,419
		Total Investments (Cost $4,276,419) - 87.9%	$	4,276,419
		Other Assets in Excess of Liabilities - 12.1%		591,422
		TOTAL NET ASSETS - 100.0%	$	4,867,841

Statements of Financial Condition

Percentages are stated as a percent of net assets.


	Direxion Daily Gold Bull 3X Shares				Direxion Daily Gold Bear 3X Shares^(a)
	December 31, 2014 (Unaudited)		June 30, 2014		December 31, 2014 (Unaudited)^(b)		June 30, 2014
Assets:
Investments, at market value (Cost $2,589,400, $3,482,297, $0 and $3,308,208, respectively)	$	2,589,400	$	3,482,297	$	—	$	3,308,208
Cash		—		—		51,138		—
Interest receivable		22		26		—		30
Variation margin receivable		—		16,851		—		—
Deposit at broker for futures		314,659		335,311		—		833,277
Due from broker for futures		—		318,648		—		—
Due from investment adviser, net		14,770		50,327		—		50,327
Prepaid expenses and other assets		11,659		2,903		—		2,903

Total assets		2,930,510		4,206,363		51,138		4,194,745

Liabilities and shareholder’s equity:
Liabilities
Due to broker for futures		8,641		—		—		349,441
Variation margin payable		116,350		—		—		19,737
Payable to Sponsor		—		—		51,138		—
Accrued expenses and other liabilities		77,411		91,671		—		91,641

Total liabilities		202,402		91,671		51,138		460,819

Shareholder’s equity
Shareholder’s equity		2,728,108		4,114,692		—		3,733,926

Total liabilities and shareholders’ equity	$	2,930,510	$	4,206,363	$	51,138	$	4,194,745

Calculation of Net Asset Value Per Share:
Net assets	$	2,728,108	$	4,114,692	$	—	$	3,733,926
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		100,025		100,025		—		100,025
Net asset value, redemption and offering price per share	$	27.27	$	41.14	$	—	$	37.33


	Direxion Daily Silver Bull 3X Shares^(a)				Direxion Daily Silver Bear 3X Shares^(a)
	December 31, 2014 (Unaudited)^(b)		June 30, 2014		December 31, 2014 (Unaudited)^(b)		June 30, 2014
Assets:
Cash	$	1,000	$	1,000	$	1,000	$	1,000

Total assets		1,000		1,000		1,000		1,000

Liabilities and shareholder’s equity:
Liabilities
Payable to Sponsor		1,000		—		1,000		—

Total liabilities		1,000		—		1,000		—

Shareholder’s equity
Shareholder’s equity		—		1,000		—		1,000

Total liabilities and shareholders’ equity	$	1,000	$	1,000	$	1,000	$	1,000

Calculation of Net Asset Value Per Share:
Net assets	$	—	$	1,000	$	—	$	1,000
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		—		25		—		25
Net asset value, redemption and offering price per share	$	—	$	40.00	$	—	$	40.00

(a) ~~Represents~~The ~~annualized~~Fund ~~seven-day~~commenced ~~yield~~liquidation atprocedures ~~September~~on 30December 29, 2014.

~~Short~~(b) ~~Futures~~This ~~Contracts~~ Statement is prepared using the liquidation basis of accounting.

~~September 30,~~The ~~2014~~accompanying ~~(Unaudited)~~notes are an integral part of these financial statements.

Contracts			UnrealizedAppreciation/(Depreciation)
	116	Gold FuturesExpiring December 2014 (Underlying Face Amount at Market Value $14,027,880)	$	899,780
	14	Mini Gold FuturesExpiring December 2014 (Underlying Face Amount at Market Value $562,362)		25,488
			$	925,268

Statements of Financial Condition

The accompanying notes are an integral part of these financial statements.


	Direxion Daily Japanese Yen Bull 3X Shares^(a)				Direxion Daily Japanese Yen Bear 3X Shares^(a)
	December 31, 2014 (Unaudited)^(b)		June 30, 2014		December 31, 2014 (Unaudited)^(b)		June 30, 2014
Assets:
Cash	$	1,000	$	1,000	$	1,000	$	1,000

Total assets		1,000		1,000		1,000		1,000

Liabilities and shareholder’s equity:
Liabilities
Payable to Sponsor		1,000		—		1,000		—

Total liabilities		1,000		—		1,000		—

Shareholder’s equity
Shareholder’s equity		—		1,000		—		1,000

Total liabilities and shareholders’ equity	$	1,000	$	1,000	$	1,000	$	1,000

Calculation of Net Asset Value Per Share:
Net assets	$	—	$	1,000	$	—	$	1,000
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		—		25		—		25
Net asset value, redemption and offering price per share	$	—	$	40.00	$	—	$	40.00


	Direxion Daily Dollar Bull 3X Shares^(a)				Direxion Daily Dollar Bear 3X Shares^(a)
	December 31, 2014 (Unaudited)^(b)		June 30, 2014		December 31, 2014 (Unaudited)^(b)		June 30, 2014
Assets:
Cash	$	1,000	$	1,000	$	1,000	$	1,000

Total assets		1,000		1,000		1,000		1,000

Liabilities and shareholder’s equity:
Liabilities
Payable to Sponsor		1,000		—		1,000		—

Total liabilities		1,000		—		1,000		—

Shareholder’s equity
Shareholder’s equity		—		1,000		—		1,000

Total liabilities and shareholders’ equity	$	1,000	$	1,000	$	1,000	$	1,000

Calculation of Net Asset Value Per Share:
Net assets	$	—	$	1,000	$	—	$	1,000
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		—		25		—		25
Net asset value, redemption and offering price per share	$	—	$	40.00	$	—	$	40.00

4(a) The Fund commenced liquidation procedures on December 29, 2014.

~~Table~~(b) This Statement is prepared using the liquidation basis of ~~Contents~~accounting.

~~Direxion~~The ~~Daily~~accompanying ~~Gold~~notes are ~~Bear~~an 3Xintegral ~~Shares~~part of these financial statements.

~~Schedule~~Statements of ~~Investments~~Financial Condition

June 30, 2014


	Direxion Daily Euro Bull 3X Shares^(a)				Direxion Daily Euro Bear 3X Shares^(a)
	December 31, 2014 (Unaudited)^(b)		June 30, 2014		December 31, 2014 (Unaudited)^(b)		June 30, 2014
Assets:
Cash	$	1,000	$	1,000	$	1,000	$	1,000

Total assets		1,000		1,000		1,000		1,000

Liabilities and shareholder’s equity:
Liabilities
Payable to Sponsor		1,000		—		1,000		—

Total liabilities		1,000		—		1,000		—

Shareholder’s equity
Shareholder’s equity		—		1,000		—		1,000

Total liabilities and shareholders’ equity	$	1,000	$	1,000	$	1,000	$	1,000

Calculation of Net Asset Value Per Share:
Net assets	$	—	$	1,000	$	—	$	1,000
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		—		25		—		25
Net asset value, redemption and offering price per share	$	—	$	40.00	$	—	$	40.00


	Direxion Daily Gold Bear 1X Shares^(a)				Direxion Daily Silver Bear 1X Shares^(a)
	December 31, 2014 (Unaudited)^(b)		June 30, 2014		December 31, 2014 (Unaudited)^(b)		June 30, 2014
Assets:
Cash	$	1,000	$	1,000	$	1,000	$	1,000

Total assets		1,000		1,000		1,000		1,000

Liabilities and shareholder’s equity:
Liabilities
Payable to Sponsor		1,000		—		1,000		—

Total liabilities		1,000		—		1,000		—

Shareholder’s equity
Shareholder’s equity		—		1,000		—		1,000

Total liabilities and shareholders’ equity	$	1,000	$	1,000	$	1,000	$	1,000

Calculation of Net Asset Value Per Share:
Net assets	$	—	$	1,000	$	—	$	1,000
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		—		25		—		25
Net asset value, redemption and offering price per share	$	—	$	40.00	$	—	$	40.00

Shares			Value
	SHORT TERM INVESTMENTS - 88.6%
	Money Market Funds - 88.6%
	3,308,208	Fidelity Institutional Money Market Government Portfolio, 0.01%(a)	$	3,308,208
		TOTAL SHORT TERM INVESTMENTS (Cost $3,308,208)	$	3,308,208
		Total Investments (Cost $3,308,208) - 88.6%	$	3,308,208
		Other Assets in Excess of Liabilities - 11.4%(b)		425,718
		TOTAL NET ASSETS - 100.0%	$	3,733,926

^(a)	The Fund commenced liquidation procedures on December 29, 2014.

~~Percentages~~(b) ~~are~~This ~~stated~~Statement asis aprepared ~~percent~~using ofthe ~~net~~liquidation ~~assets.~~basis of accounting.

~~(a)~~The ~~Represents~~accompanying ~~annualized~~notes are ~~seven-day~~an ~~yield~~integral atpart ~~June~~of ~~30,~~these ~~2014~~financial statements.

~~(b)~~Direxion ~~$833,277~~Shares ofETF ~~cash~~Trust isII ~~pledged as collateral for futures contracts.~~

~~Short~~Combined ~~Futures~~Statements ~~Contracts~~ of Financial Condition

June 30, 2014


	December 31, 2014 (Unaudited)		June 30, 2014
Assets:
Investments, at market value (Cost $2,589,400 and $6,790,505, respectively)	$	2,589,400	$	6,790,505
Cash		61,138		10,000
Interest receivable		22		56
Variation margin receivable		—		16,851
Deposit at broker for futures		314,659		1,168,588
Due from broker for futures		—		318,648
Due from investment adviser, net		14,770		100,654
Prepaid expenses and other assets		11,659		5,806

Total assets		2,991,648		8,411,108

Liabilities and shareholder’s equity:
Liabilities
Due to broker for futures		8,641		349,441
Variation margin payable		116,350		19,737
Payable to Sponsor		61,138		—
Accrued expenses and other liabilities		77,411		183,312

Total liabilities		263,540		552,490

Shareholder’s equity
Shareholder’s equity		2,728,108		7,858,618

Total liabilities and shareholders’ equity	$	2,940,510	$	8,411,108

Net assets	$	2,728,108	$	7,858,618
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		100,025		200,300

Contracts			UnrealizedAppreciation/(Depreciation)
	80	Gold FuturesExpiring August 2014 (Underlying Face Amount at Market Value $10,640,800)	$	(349,900	)
	13	Mini GoldFutures Expiring August 2014 (Underlying Face Amount at Market Value $574,028)		(19,278	)
			$	(369,178	)

The accompanying notes are an integral part of these financial statements.

~~The~~Statements ~~accompanying notes are an integral part~~ of ~~these~~Income ~~financial~~and ~~statements.~~Expenses (Unaudited)


	Direxion Daily Gold Bull 3X Shares^(a)						Direxion Daily Gold Bear 3X Shares^(a)(b)^(c)
	Three Months Ended December 31, 2014			Six Months Ended December 31, 2014			Three Months Ended December 31, 2014			Six Months Ended December 31, 2014
Investment Income:
Interest income	$	66		$	149		$	109		$	202

Total investment income		66			149			109			202

Expenses:
Investment advisory fees		6,990			15,801			11,400			21,252
Licensing fees		1,261			2,521			1,233			2,493
Custody fees		1,395			2,934			1,365			2,904
Professional fees		59,899			113,909			59,046			113,056
Pricing fees		1,964			5,808			1,925			5,769
Administration fees		55			125			90			168
Accounting fees		1,756			3,527			1,755			3,534
Transfer agent fees		1,568			3,150			1,570			3,160
Reports to shareholders		11,973			23,946			11,712			23,685
Exchange listing fees		1,506			3,158			1,506			3,158
Miscellaneous fees		1,898			3,185			1,839			3,126
Broker commissions		1,095			2,205			2,722			4,136

Total expenses before reimbursement		91,360			180,269			96,163			186,441
Less: Expenses waived by Adviser		(68,864	)		(133,676	)		(70,944	)		(136,716	)

Net Expenses		22,496			46,593			25,219			49,725

Net investment loss		(22,430	)		(46,444	)		(25,110	)		(49,523	)

Realized and unrealized gain (loss) on futures:
Net realized gain (loss) on futures		(914,908	)		(879,650	)		838,851			702,733

Change in net unrealized appreciation (depreciation) on futures		634,139			(460,490	)		(925,268	)		369,178

Net realized and unrealized gain (loss) on futures		(280,769	)		(1,340,140	)		(86,417	)		1,071,911

Net income (loss)	$	(303,199	)	$	(1,386,584	)		(111,527	)		1,022,388

~~Table~~(a) ofThe ~~Contents~~Fund commenced operations on April 10, 2014.

~~Statements~~(b) ofThe ~~Financial~~Fund ~~Condition~~commenced liquidation procedures on December 29, 2014.

	Direxion Daily Gold Bull 3X Shares				Direxion Daily Gold Bear 3X Shares
	September 30, 2014(Unaudited)		June 30, 2014		September 30, 2014(Unaudited)		June 30, 2014
Assets:
Investments, at market value (Cost $2,791,109, $3,482,297, $4,276,419 and $3,308,208, respectively)	$	2,791,109	$	3,482,297	$	4,276,419	$	3,308,208
Cash		—		—		—		—
Dividends and interest receivable		25		26		33		30
Variation margin receivable		—		16,851		84,043		—
Deposit at broker for futures		1,072,714		335,311		—		833,277
Due from broker for futures		—		318,648		842,852		—
Due from investment adviser, net		13,831		50,327		13,740		50,327
Prepaid expenses and other assets		4,620		2,903		4,613		2,903
Total assets		3,882,299		4,206,363		5,221,700		4,194,745
Liabilities and shareholder’s equity:
Liabilities
Deposit from broker for futures		—		—		262,103		—
Due to broker for futures		703,958		—		—		349,441
Variation margin payable		55,172		—		—		19,737
Accrued expenses and other liabilities		91,862		91,671		91,756		91,641
Total liabilities		850,992		91,671		353,859		460,819
Shareholder’s equity
Shareholder’s equity		3,031,307		4,114,692		4,867,841		3,733,926
Total liabilities and shareholders’ equity	$	3,882,299	$	4,206,363	$	5,221,700	$	4,194,745
Calculation of Net Asset Value Per Share:
Net assets	$	3,031,307	$	4,114,692	$	4,867,841	$	3,733,926
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		100,025		100,025		100,025		100,025
Net asset value, redemption and offering price per share	$	30.31	$	41.14	$	48.67	$	37.33
	Direxion Daily Silver Bull 3X Shares				Direxion Daily Silver Bear 3X Shares
	September 30, 2014(Unaudited)		June 30, 2014		September 30, 2014(Unaudited)		June 30, 2014
Assets:
Cash	$	1,000	$	1,000	$	1,000	$	1,000
Total assets		1,000		1,000		1,000		1,000
Liabilities and shareholder’s equity:
Liabilities
Total liabilities		—		—		—		—
Shareholder’s equity
Shareholder’s equity		1,000		1,000		1,000		1,000
Total liabilities and shareholders’ equity	$	1,000	$	1,000	$	1,000	$	1,000
Calculation of Net Asset Value Per Share:
Net assets	$	1,000	$	1,000	$	1,000	$	1,000
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		25		25		25		25
Net asset value, redemption and offering price per share	$	40.00	$	40.00	$	40.00	$	40.00

^(c)	These Statements are prepared using the liquidation basis of accounting.

~~The~~No ~~accompanying~~other ~~notes~~Fund ~~are~~had commenced anoperations ~~integral~~as ~~part~~of December 31, 2014. Therefore no Statements of ~~these~~Income ~~financial~~and ~~statements~~Expenses are presented for those Funds.

6The accompanying notes are an integral part of these financial statements.

~~Table~~Direxion ofShares ~~Contents~~ETF Trust II

~~Statements~~Combined Statement of ~~Financial~~Income ~~Condition~~and Expenses (Unaudited)

	Direxion Daily Japanese Yen Bull 3X Shares						Direxion Daily Japanese Yen Bear 3X Shares
	Three Months EndedDecember 31, 2014			Six Months EndedDecember 31, 2014
	September 30, 2014(Unaudited)			June 30, 2014			September 30, 2014(Unaudited)		June 30, 2014
Investment Income:
Assets:
Interest income	$	175		$	351
Cash	$	1,000		$	1,000		$	1,000	$	1,000
Total investment income		175			351
Total assets		1,000			1,000			1,000		1,000
Expenses:
Liabilities and shareholder’s equity:
Investment advisory fees		18,390			37,056
Liabilities
Licensing fees		2,494			5,014
Total liabilities		—			—			—		—
Custody fees		2,760			5,838
Shareholder’s equity
Professional fees		118,945			226,965
Shareholder’s equity		1,000			1,000			1,000		1,000
Pricing fees		3,889			11,577
Total liabilities and shareholders’ equity	$	1,000		$	1,000		$	1,000	$	1,000
Administration fees		145			293
Calculation of Net Asset Value Per Share:
Accounting fees		3,511			7,061
Net assets	$	1,000		$	1,000		$	1,000	$	1,000
Transfer agent fees		3,138			6,310
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		25			25			25		25
Reports to shareholders		23,685			47,631
Net asset value, redemption and offering price per share	$	40.00		$	40.00		$	40.00	$	40.00
Exchange listing fees		3,012			6,316
	Direxion Daily Dollar Bull 3X Shares						Direxion Daily Dollar Bear 3X Shares
Insurance fees		3,737			6,311
	September 30, 2014(Unaudited)			June 30, 2014			September 30, 2014(Unaudited)		June 30, 2014
Broker commissions		3,817			6,341
Assets:
Total expenses before reimbursement		187,523			366,710
Cash	$	1,000		$	1,000		$	1,000	$	1,000
Less: Expenses waived by Adviser		(139,808	)		(270,392	)
Total assets		1,000			1,000			1,000		1,000
Net Expenses		47,715			96,318
Liabilities and shareholder’s equity:
Net investment loss		(47,540	)		(95,967	)
Liabilities
Realized and unrealized loss on investments:
Total liabilities		—			—			—		—
Net realized loss on futures		(76,057	)		(176,917	)
Shareholder’s equity
Change in net unrealized appreciation (depreciation) on futures		(291,129	)		(91,312	)
Shareholder’s equity		1,000			1,000			1,000		1,000
Net realized and unrealized loss on investments		(367,186	)		(268,229	)
Total liabilities and shareholders’ equity	$	1,000		$	1,000		$	1,000	$	1,000
Net loss	$	(414,726	)	$	(364,196	)
Calculation of Net Asset Value Per Share:
Net assets	$	1,000		$	1,000		$	1,000	$	1,000
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		25			25			25		25
Net asset value, redemption and offering price per share	$	40.00		$	40.00		$	40.00	$	40.00

The accompanying notes are an integral part of these financial statements.

7Statements of Changes in Shareholders’ Equity (Unaudited)


	Direxion Daily Gold Bull 3X Shares^(a)
	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (100,025 shares each, respectively)	$	3,031,307		$	4,114,692
Sale of shares		—			—
Net income (loss):
Net investment loss		(22,430	)		(46,444	)
Net realized loss on investments		(914,908	)		(879,650	)
Change in unrealized appreciation (depreciation) on investments		634,139			(460,490	)

Net loss		(303,199	)		(1,386,584	)

Shareholders’ equity, end of period (100,025 shares each, respectively)	$	2,728,108		$	2,728,108


	Direxion Daily Gold Bear 3X Shares^(a)(b)^(c)
	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (100,025 shares each, respectively)	$	4,867,841		$	3,733,926
Liquidation of shares (100,025 shares each, respectively)		(4,756,314	)		(4,756,314	)
Net income (loss):
Net investment loss		(25,110	)		(49,523	)
Net realized gain on investments		838,851			702,733
Change in unrealized appreciation (depreciation) on investments		(925,268	)		369,178

Net income (loss)		(111,527	)		1,022,388

Shareholders’ equity, end of period (0 shares each, respectively)	$	—		$	—

~~Statements~~(a) ofCommenced ~~Financial~~operations ~~Condition~~on April 10, 2014.

	Direxion Daily Euro Bull 3X Shares				Direxion Daily Euro Bear 3X Shares
	September 30, 2014(Unaudited)		June 30, 2014		September 30, 2014(Unaudited)		June 30, 2014
Assets:
Cash	$	1,000	$	1,000	$	1,000	$	1,000
Total assets		1,000		1,000		1,000		1,000
Liabilities and shareholder’s equity:
Liabilities
Total liabilities		—		—		—		—
Shareholder’s equity
Shareholder’s equity		1,000		1,000		1,000		1,000
Total liabilities and shareholders’ equity	$	1,000	$	1,000	$	1,000	$	1,000
Calculation of Net Asset Value Per Share:
Net assets	$	1,000	$	1,000	$	1,000	$	1,000
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		25		25		25		25
Net asset value, redemption and offering price per share	$	40.00	$	40.00	$	40.00	$	40.00
	Direxion Daily Gold Bear 1X Shares				Direxion Daily Silver Bear 1X Shares
	September 30, 2014(Unaudited)		June 30, 2014		September 30, 2014(Unaudited)		June 30, 2014
Assets:
Cash	$	1,000	$	1,000	$	1,000	$	1,000
Total assets		1,000		1,000		1,000		1,000
Liabilities and shareholder’s equity:
Liabilities
Total liabilities		—		—		—		—
Shareholder’s equity
Shareholder’s equity		1,000		1,000		1,000		1,000
Total liabilities and shareholders’ equity	$	1,000	$	1,000	$	1,000	$	1,000
Calculation of Net Asset Value Per Share:
Net assets	$	1,000	$	1,000	$	1,000	$	1,000
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		25		25		25		25
Net asset value, redemption and offering price per share	$	40.00	$	40.00	$	40.00	$	40.00

^(b)	The Fund commenced liquidation procedures on December 29, 2014.

~~The~~(c) ~~accompanying~~These ~~notes~~Statements are anprepared ~~integral~~using ~~part~~the ofliquidation ~~these~~basis ~~financial~~of ~~statements~~accounting.

8The accompanying notes are an integral part of these financial statements.

~~Table~~Statements of ~~Contents~~Changes in Shareholders’ Equity (Unaudited)

Direxion Shares ETF Trust II


	Direxion Daily Silver Bull 3X Shares^(a)^(c)
	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (25 shares each, respectively)^(b)	$	1,000		$	1,000
Liquidation of shares (25 shares each, respectively)		(1,000	)		(1,000	)

Shareholders’ equity, end of period (0 shares each, respectively)	$	—		$	—


	Direxion Daily Silver Bear 3X Shares^(a)^(c)
	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (25 shares each, respectively)^(b)	$	1,000		$	1,000
Liquidation of shares (25 shares each, respectively)		(1,000	)		(1,000	)

Shareholders’ equity, end of period (0 shares each, respectively)	$	—		$	—


	Direxion Daily Japanese Yen Bull 3X Shares^(a)^(c)
	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (25 shares each, respectively)^(b)	$	1,000		$	1,000
Liquidation of shares (25 shares each, respectively)		(1,000	)		(1,000	)

Shareholders’ equity, end of period (0 shares each, respectively)	$	—		$	—


	Direxion Daily Japanese Yen Bear 3X Shares^(a)^(c)
	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (25 shares each, respectively)^(b)	$	1,000		$	1,000
Liquidation of shares (25 shares each, respectively)		(1,000	)		(1,000	)

Shareholders’ equity, end of period (0 shares each, respectively)	$	—		$	—

~~Combined~~(a) ~~Statements~~The ofFund ~~Financial~~never ~~Condition~~commenced operations and commenced liquidation procedures on December 29, 2014.

	September 30, 2014(Unaudited)		June 30, 2014
Assets:
Investments, at market value (Cost $7,067,528 and $6,790,505, respectively)	$	7,067,528	$	6,790,505
Cash		10,000		10,000
Dividends and interest receivable		58		56
Variation margin receivable		84,043		16,851
Deposit at broker for futures		1,072,714		1,168,588
Due from broker for futures		842,852		318,648
Due from investment adviser, net		27,571		100,654
Prepaid expenses and other assets		2,502		5,806
Total assets		9,107,268		8,411,108
Liabilities and shareholder’s equity:
Liabilities
Deposit from broker for futures		262,103		—
Due to broker for futures		703,958		349,441
Variation margin		55,172		19,737
Accrued expenses and other liabilities		176,887		183,312
Total liabilities		1,198,120		552,490
Shareholder’s equity
Shareholder’s equity		7,909,148		7,858,618
Total liabilities and shareholders’ equity	$	9,107,268	$	8,411,108
Calculation of Net Asset Value Per Share:
Net assets	$	7,909,148	$	7,858,618
Weighted shares outstanding (unlimited shares of beneficial interest authorized, no par value)		200,300		200,300

^(b)	Represents the Fund’s initial capital contribution.

~~The~~(c) ~~accompanying~~These ~~notes~~Statements are anprepared ~~integral~~using ~~part~~the ofliquidation ~~these~~basis ~~financial~~of ~~statements~~accounting.

9The accompanying notes are an integral part of these financial statements.

~~Table~~Statements of ~~Contents~~Changes in Shareholders’ Equity (Unaudited)

Statements of Income and Expenses


	Direxion Daily Dollar Bull 3X Shares^(a)(c)
	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (25 shares each, respectively)^(b)	$	1,000		$	1,000
Liquidation of shares (25 shares each, respectively)		(1,000	)		(1,000	)

Shareholders’ equity, end of period (0 shares each, respectively)	$	—		$	—


	Direxion Daily Dollar Bear 3X Shares^(a)(c)
	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (25 shares each, respectively)^(b)	$	1,000		$	1,000
Liquidation of shares (25 shares each, respectively)		(1,000	)		(1,000	)

Shareholders’ equity, end of period (0 shares each, respectively)	$	—		$	—


	Direxion Daily Euro Bull 3X Shares^(a)(c)
	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (25 shares each, respectively)^(b)	$	1,000		$	1,000
Liquidation of shares (25 shares each, respectively)		(1,000	)		(1,000	)

Shareholders’ equity, end of period (0 shares each, respectively)	$	—		$	—


	Direxion Daily Euro Bear 3X Shares^(a)(c)
	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (25 shares each, respectively)^(b)	$	1,000		$	1,000
Liquidation of shares (25 shares each, respectively)		(1,000	)		(1,000	)

Shareholders’ equity, end of period (0 shares each, respectively)	$	—		$	—

	Direxion Daily GoldBull 3X Shares(a)			Direxion Daily GoldBear 3X Shares(a)
	Three Months EndedSeptember 30, 2014(Unaudited)			Three Months EndedSeptember 30, 2014(Unaudited)
Investment Income:
Interest income	$	83		$	93
Total investment income		83			93
Expenses:
Investment advisory fees		8,811			9,852
Licensing fees		1,260			1,260
Custody fees		1,539			1,539
Professional fees		54,010			54,010
Pricing fees		3,844			3,844
Administration fees		70			78
Accounting fees		1,771			1,779
Transfer agent fees		1,582			1,590
Reports to shareholders		11,973			11,973
Exchange listing fees		1,652			1,652
Miscellaneous fees		1,287			1,287
Broker commissions		1,110			1,414
Total expenses before reimbursement		88,909			90,278
Less: Expenses waived by Adviser		(64,812	)		(65,772	)
Net Expenses		24,097			24,506
Net investment loss		(24,014	)		(24,413	)
Realized and unrealized gain (loss) on futures:
Net realized gain (loss) on futures		35,258			(136,118	)
Change in net unrealized appreciation (depreciation) on futures		(1,094,629	)		1,294,446
Net realized and unrealized gain (loss) on futures		(1,059,371	)		1,158,328
Net income (loss)	$	(1,083,385	)	$	1,133,915
	Direxion Daily SilverBull 3X Shares(b)			Direxion Daily SilverBear 3X Shares(b)
	Three Months EndedSeptember 30, 2014(Unaudited)			Three Months EndedSeptember 30, 2014(Unaudited)
Investment Income:
Total investment income	$	—		$	—
Expenses:
Total expenses		—			—
Net investment income (loss)		—			—
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on futures		—			—
Change in net unrealized appreciation (depreciation) on futures		—			—
Net realized and unrealized gain (loss) on investments		—			—
Net income (loss)	$	—		$	—

^(a)	The Fund never commenced operations and commenced liquidation procedures on December 29, 2014.

(ab) ~~The~~Represents the Fund’s ~~commenced~~initial ~~operations~~capital ~~on April 10, 2014~~contribution.

(bc) ~~The~~These ~~Fund~~Statements ~~had~~are ~~not~~prepared ~~commenced~~using ~~operations~~the asliquidation basis of ~~September 30, 2014~~accounting.

The accompanying notes are an integral part of these financial statements.

10Statements of Changes in Shareholders’ Equity (Unaudited)


	Direxion Daily Gold Bear 1X Shares^(a)(c)
	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (25 shares each, respectively)^(b)	$	1,000		$	1,000
Liquidation of shares (25 shares each, respectively)		(1,000	)		(1,000	)

Shareholders’ equity, end of period (0 shares each, respectively)	$	—		$	—


	Direxion Daily Silver Bear 1X Shares^(a)(c)
	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (25 shares each, respectively)^(b)	$	1,000		$	1,000
Liquidation of shares (25 shares each, respectively)		(1,000	)		(1,000	)

Shareholders’ equity, end of period (0 shares each, respectively)	$	—		$	—

~~Statements~~Direxion ofShares ~~Income~~ETF ~~and~~Trust ~~Expenses~~II

	Direxion DailyJapanese Yen Bull3X Shares(a)		Direxion DailyJapanese Yen Bear3X Shares(a)
	Three Months EndedSeptember 30, 2014(Unaudited)		Three Months EndedSeptember 30, 2014(Unaudited)
Investment Income:
Total investment income	$	—	$	—
Expenses:
Total expenses		—		—
Net investment income (loss)		—		—
Realized and unrealized gain (loss) on futures:
Net realized gain (loss) on futures		—		—
Change in net unrealized appreciation (depreciation) on futures		—		—
Net realized and unrealized gain (loss) on futures		—		—
Net income (loss)	$	—	$	—
	Direxion DailyDollar Bull 3XShares(a)		Direxion DailyDollar Bear 3XShares(a)
	Three Months EndedSeptember 30, 2014(Unaudited)		Three Months EndedSeptember 30, 2014(Unaudited)
Investment Income:
Total investment income	$	—	$	—
Expenses:
Total expenses		—		—
Net investment income (loss)		—		—
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on futures		—		—
Change in net unrealized appreciation (depreciation) on futures		—		—
Net realized and unrealized gain (loss) on investments		—		—
Net income (loss)	$	—	$	—

Combined Statement of Changes in Shareholders’ Equity (Unaudited)

(a) The Fund had not commenced operations as of September 30, 2014.


	Three months ended December 31, 2014			Six Months Ended December 31, 2014
Shareholders’ equity, beginning of period (200,300 shares each, respectively)	$	7,909,148		$	7,858,618
Liquidation of shares (100,025 shares each, respectively)		(4,766,314	)		(4,766,314	)
Net income (loss):
Net investment loss		(47,540	)		(95,967	)
Net realized loss on investments		(76,057	)		(176,917	)
Change in unrealized appreciation (depreciation) on investments		(291,129	)		(91,312	)

Net loss		(414,726	)		(364,196	)

Shareholders’ equity, end of period (100,275 shares each, respectively)	$	2,728,108		$	2,728,108

(a) The ~~accompanying~~Fund ~~notes are~~never ancommenced ~~integral~~operations ~~part~~and ofcommenced ~~these~~liquidation ~~financial~~procedures ~~statements.~~on December 29, 2014.

11(b) Represents the Fund’s initial capital contribution.

~~Table~~(c) These Statements are prepared using the liquidation basis of ~~Contents~~accounting.

~~Statements~~The accompanying notes are an integral part of ~~Income~~these ~~and~~financial ~~Expenses~~statements.

	Direxion Daily EuroBull 3X Shares(a)		Direxion Daily EuroBear 3X Shares(a)
	Three Months EndedSeptember 30, 2014(Unaudited)		Three Months EndedSeptember 30, 2014(Unaudited)
Investment Income:
Total investment income	$	—	$	—
Expenses:
Total expenses		—		—
Net investment income (loss)		—		—
Realized and unrealized gain (loss) on futures:
Net realized gain (loss) on futures		—		—
Change in net unrealized appreciation (depreciation) on futures		—		—
Net realized and unrealized gain (loss) on futures		—		—
Net income (loss)	$	—	$	—
	Direxion Daily GoldBear 1X Shares(a)		Direxion Daily SilverBear 1X Shares(a)
	Three Months EndedSeptember 30, 2014(Unaudited)		Three Months EndedSeptember 30, 2014(Unaudited)
Investment Income:
Total investment income	$	—	$	—
Expenses:
Total expenses		—		—
Net investment income (loss)		—		—
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on futures		—		—
Change in net unrealized appreciation (depreciation) on futures		—		—
Net realized and unrealized gain (loss) on investments		—		—
Net income (loss)	$	—	$	—

Statements of Cash Flows (Unaudited)

(a) The Fund had not commenced operations as of September 30, 2014.


	Direxion Daily Gold Bull 3X Shares^(a)			Direxion Daily Gold Bear 3X Shares^(a)(b)^(d)
	Six Months Ended December 31, 2014			Six Months Ended December 31, 2014
Cash flow from operating activities:
Net income (loss)	$	(1,386,584	)	$	1,022,388
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease in deposit at broker for futures contracts		20,652			833,277
Net sales of investments		892,897			3,308,208
Decrease in unrealized appreciation on futures contracts		335,499			—
Increase in payable to Sponsor		—			51,138
Decrease in accrued expenses and other liabilities		(23,016	)		(88,738	)
Decrease in due from investment adviser		35,557			50,327
Increase (Decrease) in unrealized depreciation on futures contracts		124,991			(369,178	)
Decrease in dividends and interest		4			30

Net cash provided by (used in) operating activities		1,386,584			3,785,064
Cash flow from financing activities:
Proceeds from addition of shares		—			—
Liquidation of shares		—			(4,756,314	)

Net cash used in financing activities		—			(4,756,314	)

Net increase (decrease) in cash		—			51,138

Cash, beginning of period		—			—

Cash, end of period	$	—		$	51,138


	Direxion Daily Silver Bull 3X Shares^(c)^(d)			Direxion Daily Silver Bear 3X Shares^(c)(d)
	Six Months Ended December 31, 2014			Six Months Ended December 31, 2014
Cash flow from operating activities:
Increase in payable from Sponsor	$	1,000		$	1,000

Net cash provided by operating activities	$	1,000		$	1,000
Cash flow from financing activities:
Liquidation of shares		(1,000	)		(1,000	)

Net cash used in financing activities		(1,000	)		(1,000	)

Net increase (decrease) in cash		—			—
Cash, beginning of period		1,000			1,000

Cash, end of period	$	1,000		$	1,000

(a) The ~~accompanying~~Fund ~~notes are~~commenced anoperations ~~integral~~on ~~part~~April of10, ~~these financial statements~~2014.

12(b) The Fund commenced liquidation procedures on December 29, 2014.

~~Table~~(c) ofThe ~~Contents~~Fund never commenced operations and commenced liquidation procedures on December 29, 2014.

~~Direxion~~(d) ~~Shares~~This ~~ETF~~Statement ~~Trust~~is IIprepared using the liquidation basis of accounting.

~~Combined~~The ~~Statement~~accompanying notes are an integral part of ~~Income~~these ~~and~~financial ~~Expenses~~statements.

	Three Months EndedSeptember 30, 2014(Unaudited)
Investment Income:
Interest income	$	176
Total investment income		176
Expenses:
Investment advisory fees		18,663
Licensing fees		2,520
Custody fees		3,078
Professional fees		108,020
Pricing fees		7,688
Administration fees		148
Accounting fees		3,550
Transfer agent fees		3,172
Reports to shareholders		23,946
Exchange listing fees		3,304
Insurance fees		2,574
Broker commissions		2,524
Total expenses before reimbursement		179,187
Less: Expenses waived by Adviser		(130,584	)
Net Expenses		48,603
Net investment income (loss)		(48,427	)
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on futures		(100,860	)
Change in net unrealized appreciation (depreciation) on futures		199,817
Net realized and unrealized gain (loss) on investments		98,957
Net income	$	50,530

Statements of Cash Flows (Unaudited)

The accompanying notes are an integral part of these financial statements.


	Direxion Daily Japanese Yen Bull 3X Shares^(a)^(b)			Direxion Daily Japanese Yen Bear 3X Shares^(a)^(b)
	Six Months Ended December 31, 2014			Six Months Ended December 31, 2014
Cash flow from operating activities:
Increase in payable from Sponsor	$	1,000		$	1,000

Net cash provided by operating activities	$	1,000		$	1,000
Cash flow from financing activities:
Liquidation of shares		(1,000	)		(1,000	)

Net cash used in financing activities		(1,000	)		(1,000	)

Net increase (decrease) in cash		—			—

Cash, beginning of period		1,000			1,000

Cash, end of period	$	1,000		$	1,000


	Direxion Daily Dollar Bull 3X Shares^(a)^(b)			Direxion Daily Dollar Bear 3X Shares^(a)^(b)
	Six Months Ended December 31, 2014			Six Months Ended December 31, 2014
Cash flow from operating activities:
Increase in payable from Sponsor	$	1,000		$	1,000

Net cash provided by operating activities	$	1,000		$	1,000
Cash flow from financing activities:
Liquidation of shares		(1,000	)		(1,000	)

Net cash used in financing activities		(1,000	)		(1,000	)

Net increase (decrease) in cash		—			—

Cash, beginning of period		1,000			1,000

Cash, end of period	$	1,000		$	1,000

13(a) The Fund never commenced operations and commenced liquidation procedures on December 29, 2014.

~~Table~~(b) This Statement is prepared using the liquidation basis of ~~Contents~~accounting.

~~Statements~~The ofaccompanying ~~Changes~~notes are inan ~~Shareholders’~~integral ~~Equity~~part of these financial statements.

	Direxion Daily GoldBull 3X Shares(a)			Direxion Daily GoldBear 3X Shares(a)
	Three Months EndedSeptember 30, 2014(Unaudited)			Three Months EndedSeptember 30, 2014(Unaudited)
Shareholders’ equity, beginning of quarter (100,025 shares each, respectively)	$	4,114,692		$	3,733,926
Sale of shares		—			—
Net income (loss):
Net investment loss		(24,014	)		(24,413	)
Net realized gain (loss) on investments		35,258			(136,118	)
Change in net unrealized appreciation (depreciation) on investments		(1,094,629	)		1,294,446
Net income (loss)		(1,083,385	)		1,133,915
Shareholders’ equity, end of quarter (100,025 shares each, respectively)	$	3,031,307		$	4,867,841
	Direxion Daily SilverBull 3X Shares(b)			Direxion Daily SilverBear 3X Shares(b)
	Three Months EndedSeptember 30, 2014(Unaudited)			Three Months EndedSeptember 30, 2014(Unaudited)
Shareholders’ equity, beginning of quarter (25 shares each, respectively)	$	1,000		$	1,000
Sale of shares		—			—
Net income (loss):
Net investment loss		—			—
Net realized gain (loss) on investments		—			—
Change in net unrealized appreciation (depreciation) on investments		—			—
Net income (loss)		—			—
Shareholders’ equity, end of quarter (25 shares each, respectively)(c)	$	1,000		$	1,000

Statements of Cash Flows (Unaudited)

(a) The Fund commenced operations on April 10, 2014.


	Direxion Daily Euro Bull 3X Shares^(a)^(b)			Direxion Daily Euro Bear 3X Shares^(a)^(b)
	Six Months Ended December 31, 2014			Six Months Ended December 31, 2014
Cash flow from operating activities:
Increase in payable from Sponsor	$	1,000		$	1,000

Net cash provided by operating activities	$	1,000		$	1,000
Cash flow from financing activities:
Liquidation of shares		(1,000	)		(1,000	)

Net cash used in financing activities		(1,000	)		(1,000	)

Net increase (decrease) in cash		—			—

Cash, beginning of period		1,000			1,000

Cash, end of period	$	1,000		$	1,000


	Direxion Daily Gold Bear 1X Shares^(a)^(b)			Direxion Daily Silver Bear 1X Shares^(a)^(b)
	Six Months Ended December 31, 2014			Six Months Ended December 31, 2014
Cash flow from operating activities:
Increase in payable from Sponsor	$	1,000		$	1,000

Net cash provided by operating activities	$	1,000		$	1,000
Cash flow from financing activities:
Liquidation of shares		(1,000	)		(1,000	)

Net cash used in financing activities		(1,000	)		(1,000	)

Net increase (decrease) in cash		—			—

Cash, beginning of period		1,000			1,000

Cash, end of period	$	1,000		$	1,000

(ba) The Fund ~~had~~never ~~not~~ commenced operations asand ofcommenced ~~September~~liquidation 30procedures on December 29, 2014.

(cb) ~~Represents~~This Statement is prepared using the ~~Fund’s~~liquidation ~~initial~~basis ~~capital~~for ~~contribution~~accounting.

The accompanying notes are an integral part of these financial statements.

14Direxion Shares ETF Trust II

~~Table~~Combined Statement of ~~Contents~~Cash Flows (Unaudited)

Statements of Changes in Shareholders’ Equity


	Six months ended December 31, 2014
Cash flow from operating activities:
Net loss	$	(364,196	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease in deposit at broker for future contracts		853,929
Net sales of investments		4,201,105
Decrease in unrealized appreciation on futures contracts		335,499
Decrease in accrued expenses and other liabilities		(111,754	)
Increase in due from investment adviser		85,884
Decrease in unrealized depreciation on future contracts		(244,187	)
Increase in payable to Sponsor		61,138
Increase in dividends and interest		34

Net cash provided by (used in) operating activities		5,181,648
Cash flow from financing activities:
Proceeds from addition of shares		—
Liquidation of shares		(4,766,314	)

Net cash used in financing activities		—

Net increase (decrease) in cash		51,138

Cash, beginning of period		10,000

Cash, end of period	$	61,138

	Direxion DailyJapanese Yen Bull3X Shares(b)		Direxion DailyJapanese Yen Bear3X Shares(b)
	Three Months EndedSeptember 30, 2014(Unaudited)		Three Months EndedSeptember 30, 2014(Unaudited)
Shareholders’ equity, beginning of quarter (25 shares each, respectively)	$	1,000	$	1,000
Sale of shares		—		—
Net income (loss):
Net investment loss		—		—
Net realized gain (loss) on investments		—		—
Change in net unrealized appreciation (depreciation) on investments		—		—
Net income (loss)		—		—
Shareholders’ equity, end of quarter (25 shares each, respectively)(a)	$	1,000	$	1,000
	Direxion DailyDollar Bull 3XShares(b)		Direxion DailyDollar Bear 3XShares(b)
	Three Months EndedSeptember 30, 2014(Unaudited)		Three Months EndedSeptember 30, 2014(Unaudited)
Shareholders’ equity, beginning of quarter (25 shares each, respectively)	$	1,000	$	1,000
Sale of shares		—		—
Net income (loss):
Net investment loss		—		—
Net realized gain (loss) on investments		—		—
Change in net unrealized appreciation (depreciation) on investments		—		—
Net income (loss)		—		—
Shareholders’ equity, end of quarter (25 shares each, respectively)(a)	$	1,000	$	1,000

The accompanying notes are an integral part of these financial statements.

Financial Highlights (aUnaudited) ~~Represents the Fund’s initial capital contribution.~~

(b) The Fund had not commenced operations as of September 30, 2014.


	Direxion Daily Gold Bull 3X Shares⁽⁸⁾
	Three Months Ended December 31, 2014			Six Months Ended December 31, 2014
Net Asset Value, Beginning of Period	$	30.31		$	41.14
Net Investment Income (Loss)^1,2		(0.22	)		(0.46	)
Net Realized and Unrealized Gain (Loss) on Investments		(2.82	)		(13.41	)

Net Increase (Decrease) in Net Asset Value Resulting from Operations		(3.04	)		(13.87	)

Net Asset Value, End of Period	$	27.27		$	27.27

Total Return at Net Asset Value⁴		(10.03	)%		(33.71	)%

Ratios to Average Net Assets:
Net Expenses^2,5,6		3.06	%		2.80	%
Total Expenses^2,6		12.42	%		10.84	%
Net Investment Income (Loss) after Expense Reimburesment^2,5,6		(3.05	)%		(2.79	)%
Net Expenses^3,5,6		2.91	%		2.67	%
Total Expenses^3,6		12.27	%		10.71	%
Net Investment Income (Loss) after Expense Reimburesment^3,6		(2.90	)%		(2.66	)%
Portfolio Turnover⁷		0	%		0	%

~~The~~(1) ~~accompanying~~Net ~~notes~~investment ~~are~~income an(loss) ~~integral~~per ~~part~~share represents net investment income divided by the daily average shares of ~~these~~beneficial ~~financial~~interest ~~statements.~~outstanding throughout each period.

15(2) Including brokerage commissions of $0.01 and $0.02 per share respectively.

~~Table~~(3) ofExcluding ~~Contents~~brokerage commissions.

~~Statements~~(4) Total return is calculated assuming and initial investment made at the net asset value at the beginning of ~~Changes~~the inperiod ~~Shareholders’~~and ~~Equity~~redemption on the last day of the period. Total return calculated for a period of less than one year is not annualized. Total return would have been lower if certain expenses had not been reimbursed/waived by the investment advisor.

	Direxion Daily EuroBull 3X Shares(b)		Direxion Daily EuroBear 3X Shares(b)
	Three Months EndedSeptember 30, 2014(Unaudited)		Three Months EndedSeptember 30, 2014(Unaudited)
Shareholders’ equity, beginning of quarter (25 shares each, respectively)	$	1,000	$	1,000
Sale of shares		—		—
Net income (loss):
Net investment loss		—		—
Net realized gain (loss) on investments		—		—
Change in net unrealized appreciation (depreciation) on investments		—		—
Net income (loss)		—		—
Shareholders’ equity, end of quarter (25 shares each, respectively)(a)	$	1,000	$	1,000
	Direxion Daily GoldBear 1X Shares(b)		Direxion Daily SilverBear 1X Shares(b)
	Three Months EndedSeptember 30, 2014(Unaudited)		Three Months EndedSeptember 30, 2014(Unaudited)
Shareholders’ equity, beginning of quarter (25 shares each, respectively)	$	1,000	$	1,000
Sale of shares		—		—
Net income (loss):
Net investment loss		—		—
Net realized gain (loss) on investments		—		—
Change in net unrealized appreciation (depreciation) on investments		—		—
Net income (loss)		—		—
Shareholders’ equity, end of quarter (25 shares each, respectively)(a)	$	1,000	$	1,000

⁽⁵⁾	Net expenses include effects of any reimbursement or recoupment.

(a6) ~~Represents~~For ~~the~~periods ~~Fund’s~~less ~~initial~~than ~~capital~~one ~~contribution~~year, these ratios are annualized.

(b7) ~~The~~Portfolio ~~Fund~~turnover ~~had~~rate is not ~~commenced~~annualized ~~operations~~and asdoes not include the effects of ~~September~~turnover ~~30,~~of ~~2014~~futures contracts.

(8) The ~~accompanying~~Fund ~~notes are~~commenced anoperations ~~integral~~on ~~part~~April of10, ~~these financial statements~~2014.

16As of December 31, 2014, no other Fund had commenced operations. Effective December 29, 2014, the Direxion Daily Gold Bear 3X Shares began liquidation of its assets.

~~Table~~The accompanying notes are an integral part of ~~Contents~~these financial statements.

~~Direxion~~DIREXION ~~Shares~~SHARES ETF ~~Trust~~TRUST II

~~Combined~~NOTES ~~Statement~~TO ofTHE ~~Changes~~FINANCIAL inSTATEMENTS ~~Shareholders’ Equity~~

	Three Months EndedSeptember 30, 2014(Unaudited)
Shareholders’ equity, beginning of quarter (200,300 shares)	$	7,852,618
Sale of shares		—
Net income (loss)
Net investment loss		(48,427	)
Net realized gain (loss) on investments		(100,860	)
Change in net unrealized appreciation (depreciation) on investments		199,817
Net income (loss)		50,530
Shareholders’ equity, end of quarter (200,300 shares)	$	7,903,148

December 31, 2014 (Unaudited)

~~The accompanying notes are an integral part of these financial statements~~1. ORGANIZATION

17Direxion Shares ETF Trust II (the “Trust”) was organized as a Delaware statutory trust on July 12, 2010. A registration statement on Form S-1 pertaining to the shares of the Trust has been filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933. The Trust is organized into twelve separate series (each a “Fund” and collectively, the “Funds”): Direxion Daily Gold Bull 3X Shares, Direxion Daily Gold Bear 3X Shares, Direxion Daily Silver Bull 3X Shares, Direxion Daily Silver Bear 3X Shares, Direxion Daily Japanese Yen Bull 3X Shares, Direxion Daily Japanese Yen Bear 3X Shares, Direxion Daily Dollar Bull 3X Shares, Direxion Daily Dollar Bear 3X Shares, Direxion Daily Euro Bull 3X Shares, Direxion Daily Euro Bear 3X Shares, Direxion Daily Gold Bear 1X Shares and Direxion Daily Silver Bear 1X Shares. The Funds with the word “3X” in their names are referred to as the Leveraged Funds. Each series of the Trust listed above issues common units of beneficial interest, which represent units of fractional undivided beneficial interest in and ownership of that respective Fund (“Shares”). Each Fund’s Shares will be offered separately. The Shares of each Fund will be listed on the New York Stock Exchange Archipelago (“NYSE Arca”). On April 10, 2014, the Direxion Daily Gold Bull 3X Shares and the Direxion Daily Gold Bear 3X Shares commenced operations. On December 29, 2014, the Direxion Daily Gold Bear 3X Shares began the process of liquidating its net assets. The remaining ten Funds were never operational and began the process of liquidating their assets. Direxion Asset Management, LLC (the “Sponsor”) had subscribed for 25 Shares of each of these Funds in exchange for a capital contribution of $1,000 to each Fund.

~~Table~~The Trust filed an amendment to the registration statement on Form S-1 to remove from registration all of ~~Contents~~the securities of the following eleven series: Direxion Daily Gold Bear 3X Shares, Direxion Daily Silver Bull 3X Shares, Direxion Daily Silver Bear 3X Shares, Direxion Daily Japanese Yen Bull 3X Shares, Direxion Daily Japanese Yen Bear 3X Shares, Direxion Daily Dollar Bull 3X Shares, Direxion Daily Dollar Bear 3X Shares, Direxion Daily Euro Bull 3X Shares, Direxion Daily Euro Bear 3X Shares, Direxion Daily Gold Bear 1X Shares and Direxion Daily Silver Bear 1X Shares (“Terminated Series”). No sales of common units of beneficial interest of any Terminated Series, expect for the Direxion Daily Gold Bear 3X Shares, were made to the public at any time. The offering of each Terminated Series was terminated on December 29, 2014.

~~Statements~~The Sponsor serves as the Trust’s commodity pool operator and commodity trading advisor with the U.S. Commodity Futures Trading Commission (“CFTC”) and is a member of ~~Cash~~the ~~Flows~~National Futures Association (“NFA”). In its capacity as a commodity pool operator, the Sponsor is an organization which operates or solicits funds for commodity pools, in which funds contributed by a number of persons are combined for the purpose of trading futures contracts. In its capacity as a commodity trading advisor, the Sponsor is an organization which, for compensation or profit, advises others as to the value of or the advisability of buying or selling futures contracts. Rafferty Asset Management, LLC is the parent and the sole owner of the Sponsor. The Trust and each series of the Trust have fiscal years ending on June 30.

	Direxion Daily GoldBull 3X Shares(a)			Direxion Daily GoldBear 3X Shares(a)
	Three months endedSeptember 30, 2014(Unaudited)			Three months endedSeptember 30, 2014(Unaudited)
Cash flow from operating activities:
Net income (loss)	$	(1,083,385	)	$	1,133,915
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in deposit at broker for futures contracts		(737,403	)		833,277
Net sales (purchases) of investments		691,188			(968,211	)
Decrease (Increase) in unrealized appreciation on futures contracts		335,499			(926,895	)
Increase (Decrease) in accrued expenses and other liabilities		(1,526	)		(1,595	)
Increase (Decrease) in due from investment adviser		36,496			36,587
Increase (Decrease) in deposit from broker for futures contracts		—			262,103
Increase (Decrease) in unrealized depreciation on futures contracts		759,130			(369,178	)
Increase (Decrease) in dividends and interest		1			(3	)
Net cash provided by (used in) operating activities		—			—
Cash flow from financing activities:
Proceeds from addition of shares		—			—
Payment on shares redeemed		—			—
Net cash provided by (used in) financing activities		—			—
Net increase (decrease) in cash		—			—
Cash, beginning of period		—			—
Cash, end of period	$	—		$	—
	Direxion Daily SilverBull 3X Shares(b)			Direxion Daily SilverBear 3X Shares(b)
	Three months endedSeptember 30, 2014(Unaudited)			Three months endedSeptember 30, 2014(Unaudited)
Cash flow from operating activities:
Net cash provided by (used in) operating activities	$	—		$	—
Cash flow from financing activities:
Net cash provided by (used in) financing activities		—			—
Net increase (decrease) in cash		—			—
Cash, beginning of period		1,000			1,000
Cash, end of period	$	1,000		$	1,000

Each Fund seeks to provide daily leveraged investment results (before fees and expenses) which correspond to the performance of a particular index, commodity or currency on a given day. The Funds with the word “Bull” in their name attempt to provide daily leveraged investment results (before fees and expenses) that correlate positively to the return of an index or benchmark. The Funds with the word “Bear” in their name attempt to provide daily leveraged investment results that correlate negatively to the return of an index or benchmark.

(a) The Fund commenced operations on April 10, 2014.


Fund	Index or Benchmark	Daily Target
Direxion Daily Gold Bull 3X Shares	Daily performance of COMEX gold futures		300	%
Direxion Daily Gold Bear 3X Shares	Daily performance of COMEX gold futures		-300	%
Direxion Daily Silver Bull 3X Shares	Daily performance of COMEX silver futures		300	%
Direxion Daily Silver Bear 3X Shares	Daily performance of COMEX silver futures		-300	%
Direxion Daily Japanese Yen Bull 3X Shares	U.S. Dollar price of the Japanese Yen		300	%
Direxion Daily Japanese Yen Bear 3X Shares	U.S. Dollar price of the Japanese Yen		-300	%

(b) The Fund had not commenced operations as of September 30, 2014.


Direxion Daily Dollar Bull 3X Shares	U.S. Dollar Index	300	%
Direxion Daily Dollar Bear 3X Shares	U.S. Dollar Index	-300	%
Direxion Daily Euro Bull 3X Shares	U.S. Dollar price of the Euro	300	%
Direxion Daily Euro Bear 3X Shares	U.S. Dollar price of the Euro	-300	%
Direxion Daily Gold Bear 1X Shares	Daily performance of COMEX gold futures	-100	%
Direxion Daily Silver Bear 1X Shares	Daily performance of COMEX silver futures	-100	%

The ~~accompanying~~Bull ~~notes~~3X Funds attempt to provide daily leveraged investment results (before fees and expenses) that correlate positively ~~are~~to three times (300%) the daily return of its target benchmark. The Bear 3X Funds attempt to provide daily leveraged investment results (before fees and expenses) that correlate to three times the inverse (-300%) of the daily return of its target benchmark. The Bear 1X Funds attempt to provide daily investment results (before fees and expenses) that correlate negatively to the return of an ~~integral~~index ~~part~~or benchmark. These Bear Funds seek -100% of ~~these~~the ~~financial~~returns ~~statements~~of their benchmark indices. None of the Funds seek to achieve their stated objective over a period greater than one day.

18Each Fund intends to obtain exposure to its benchmark by taking long or short positions in futures contracts on its underlying commodity or currency, as applicable. In the event position accountability rules or position limits are reached with respect to the futures contracts, the Sponsor may, in its commercially reasonable judgment, cause the effected Fund to obtain exposure to its benchmark through cash-settled, exchange-traded swaps and other over-the-counter transactions that are based on the price of the futures contracts (“Financial Instruments”), if such instruments tend to exhibit trading prices or returns that correlate with the related futures contract and will further the investment objective of such Fund.

~~Table~~2. ofSIGNIFICANT ~~Contents~~ACCOUNTING POLICIES

~~Statements~~The following is a summary of ~~Cash~~significant ~~Flows~~accounting policies consistently followed by the Funds in the preparation of their financial statements. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”).

	Direxion DailyJapanese Yen Bull 3XShares(a)		Direxion DailyJapanese Yen Bear 3XShares(a)
	Three months endedSeptember 30, 2014(Unaudited)		Three months endedSeptember 30, 2014(Unaudited)
Cash flow from operating activities:
Net cash provided by (used in) operating activities	$	—	$	—
Cash flow from financing activities:
Net cash provided by (used in) financing activities		—		—
Net increase (decrease) in cash		—		—
Cash, beginning of period		1,000		1,000
Cash, end of period	$	1,000	$	1,000
	Direxion Daily DollarBull 3X Shares(a)		Direxion Daily DollarBear 3X Shares(a)
	Three months endedSeptember 30, 2014(Unaudited)		Three months endedSeptember 30, 2014(Unaudited)
Cash flow from operating activities:
Net cash provided by (used in) operating activities	$	—	$	—
Cash flow from financing activities:
Net cash provided by (used in) financing activities		—		—
Net increase (decrease) in cash		—		—
Cash, beginning of period		1,000		1,000
Cash, end of period	$	1,000	$	1,000

a) Basis of Accounting

(Pursuant to rules and regulations of the SEC, financial statements are presented for the Trust as a) whole, as the SEC registrant, and for each Fund individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Fund ~~had~~shall be enforceable only against the assets of such Fund and not ~~commenced~~against ~~operations~~the asassets of ~~September~~the 30Trust generally or any other Fund. Accordingly, ~~2014~~the assets of one Fund of the Trust include only those funds and other assets that are paid to, held by or distributed to the Trust for the purchase of Shares in that Fund. The accompanying financial statements have been prepared in conformity with GAAP.

The ~~accompanying~~Sponsor ~~notes~~decided to liquidate the assets of the Terminated Series on December 29, 2014 (date of liquidation) and distribute the cash assets as soon as practicable. As a result, the Terminated Series changed to the liquidation basis of accounting in conformity with GAAP. Under the liquidation basis of accounting, assets are anstated ~~integral~~at ~~part~~their estimated net realizable values, and liabilities are stated at their net settlement amount. Liquidation basis of ~~these~~accounting requires the Terminated Series to accrue future estimated general and administrative expenses and other costs expected to be incurred through the completion of liquidation. The effects of liquidation accounting have been considered by the Sponsor; however, no material adjustments were required in order to present the financial statements on that basis.

19b) Investment Valuation

~~Table~~The Net Asset Value (“NAV”) per share of ~~Contents~~each Fund will be determined daily, as of the close of regular trading on the NYSE Arca (normally at 4:00 p.m. Eastern time), each day the NYSE Arca is open for business (“Valuation Time”). Futures contracts will be valued at the settlement price established on the exchange on which they are traded, if that settlement price reflects trading prior to the Valuation Time. If the settlement price established by the exchange reflects trading after the Valuation Time, then the last sales price prior to Valuation Time will be used. Money market instruments are valued at the reported net asset value.

~~Statements~~c) Futures ofContracts ~~Cash Flows~~

	Direxion Daily EuroBull 3X Shares(a)		Direxion Daily EuroBear 3X Shares(a)
	Three months endedSeptember 30, 2014(Unaudited)		Three months endedSeptember 30, 2014(Unaudited)
Cash flow from operating activities:
Net cash provided by (used in) operating activities	$	—	$	—
Cash flow from financing activities:
Net cash provided by (used in) financing activities		—		—
Net increase (decrease) in cash		—		—
Cash, beginning of period		1,000		1,000
Cash, end of period	$	1,000	$	1,000
	Direxion Daily GoldBear 1X Shares(a)		Direxion Daily SilverBear 1X Shares(a)
	Three months endedSeptember 30, 2014(Unaudited)		Three months endedSeptember 30, 2014(Unaudited)
Cash flow from operating activities:
Net cash provided by (used in) operating activities	$	—	$	—
Cash flow from financing activities:
Net cash provided by (used in) financing activities		—		—
Net increase (decrease) in cash		—		—
Cash, beginning of period		1,000		1,000
Cash, end of period	$	1,000	$	1,000

Each Fund will enter into futures contracts to gain exposure to changes in the values of a commodity, an underlying index or a foreign currency. Upon entering into a contract, the Fund will deposit and maintain as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, a Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as “variation margin” and will be recorded by the Fund as unrealized gains and losses. When the contract is closed, the Fund will record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Due to timing differences as to when these gains or losses are recorded as opposed to when such gains or losses are received from or paid to the broker, an amount on the Statement of Financial Condition referred to as “Due from/to broker for futures” may be presented. As collateral for futures contracts, a Fund will maintain assets consisting of cash and cash equivalents (highly liquid investments with original maturities of less than three months). This collateral will be adjusted daily to reflect the market value of the purchase obligation for long futures contracts or the market value of the instrument underlying the contract, but not less than the market price at which the futures contract was established, for short futures contracts.

(aThe risks inherent in the use of futures contracts include 1) ~~The~~adverse ~~Fund~~changes ~~had~~in ~~not~~the ~~commenced~~fair ~~operations~~value asof such instruments; 2) imperfect correlation between the price of ~~September~~futures 30contracts and movements in the price of the underlying commodity, ~~2014~~index or foreign currency; 3) the possible absence of a liquid secondary market for any particular instrument at any time; 4) the possible need to defer closing out certain positions to avoid adverse tax consequences; and 5) the possible nonperformance by the counterparty under the terms of the contract.

~~The~~d) Guarantees ~~accompanying~~and ~~notes~~Indemnifications ~~are an integral part of these financial statements.~~

20In the ordinary course of business, the Funds enter into contracts that contain a variety of indemnification provisions pursuant to which the Funds agree to indemnify third parties upon the occurrence of specified events. The Funds’ maximum exposure relating to these indemnification agreements is unknown. However, the Funds have not had prior claims or losses in connection with these provisions and believe the risk of loss is remote.

~~Table~~e) Use of ~~Contents~~Estimates

~~Direxion~~The ~~Shares~~preparation ~~ETF~~of ~~Trust~~the IIfinancial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities during the reporting period of the financial statements. Actual results could differ from those estimates.

~~Combined~~f) ~~Statement~~Federal ofIncome ~~Cash~~Taxes ~~Flows~~

	Three months endedSeptember 30, 2014(Unaudited)
Cash flow from operating activities:
Net income (loss)	$	50,530
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in deposit at broker for future contracts		95,874
Net sales (purchases) of investments		(277,023	)
Decrease (Increase) in unrealized appreciation on futures contracts		(591,396	)
Increase (Decrease) expenses and other liabilities		(3,121	)
Increase (Decrease) in due from investment adviser		73,083
Increase (Decrease) in deposit from broker for futures contracts		262,103
Increase (Decrease) in unrealized depreciation on future contracts		389,952
Increase (Decrease) in dividends and interest		(2	)
Net cash provided by (used in) operating activities		—
Cash flow from financing activities:
Proceeds from addition of shares		—
Payment on shares redeemed		—
Net cash provided by (used in) financing activities		—
Net increase (decrease) in cash		—
Cash, beginning of period		10,000
Cash, end of period	$	10,000

The Funds will be classified as partnerships for United States federal income tax purposes. Accordingly, the Funds will not incur United States federal income taxes. No provisions for federal income taxes have been made in the accompanying financial statements, as investors are individually responsible for their own income taxes, if any, on their allocable share of a Fund’s income, gain, loss, deductions and other items. Each Fund will furnish shareholders every year with tax information on IRS Schedule K-1 (Form 1065) and each U.S. shareholder is required to report on its U.S. federal income tax return its allocable share of income, gain, loss and deduction of a Fund.

~~The~~3. ~~accompanying~~OFFERING ~~notes~~OF ~~are~~SHARES ~~an integral part of these financial statements.~~

21Each Fund will continuously offer and redeem in blocks of 50,000 Shares (“Creation Units”). Only an authorized participant, an entity that has entered into an Authorized Participant Agreement with one or more of the Funds (“Authorized Participant”), may purchase and redeem Shares of the Fund and then only in Creation Units. Shares of the Funds are offered to Authorized Participants in Creation Units at each Fund’s respective net asset value per Share (“NAV”). Authorized Participants may then offer to the public, from time to time, Shares from any Creation

~~Table~~Unit they create at a per share market price that varies depending on, among other factors, the trading price of the ~~Contents~~Share of each Fund on the NYSE Arca, the NAV and the supply of and demand for the Shares at the time of the offer. Shares from the same Creation Unit may be offered at different times and may have different offering prices based on the above factors. Authorized Participants will not receive from any Fund, Sponsor, or any of their affiliates, any fee or other compensation with their sale of Shares to the public. The difference between the price paid by the Authorized Participant for a Share and the price paid to such Authorized Participant by an investor purchasing such Share may be deemed underwriting compensation.

~~Financial~~Transaction ~~Highlights~~fees payable to the Trust are imposed to compensate the Trust for the transfer and other transaction costs of a Fund associated with the issuance and redemption of Creation Units. There is a fixed and a variable component to the total transaction fee. A fixed transaction fee is applicable to each creation or redemption transaction, regardless of the number of creation units purchased or redeemed. In addition, a variable transaction fee equal to a percentage of the value of each creation unit purchased or redeemed is applicable to each creation or redemption transaction.

~~September 30~~Effective December 29, 2014, the Trust terminated the offering of Shares of each Fund with the exception of the Direxion Daily Gold Bull 3X Shares of these eleven terminated Funds, only Shares of the Direxion Daily Gold Bear 3X Shares were made to the public at any time.

	NetAssetValue,Beginningof Year/Period		NetInvestmentIncome(Loss)1,2			NetInvestmentIncome(Loss)1,3			NetRealizedandUnrealizedGain(Loss) onInvestments			NetIncrease(Decrease)in NetAssetValueResultingfromOperations			TotalDistributions		NetAssetValue,EndofYear/Period		TotalReturnat NetAssetValue4			NetAssets,End ofYear/Period(000’somitted)		NetExpenses2,5,6			TotalExpenses2,6			NetInvestmentIncome(Loss)afterExpenseReimbursement2,5,6			NetExpenses3,5,6			TotalExpenses3,6			NetInvestmentIncome(Loss)afterExpenseReimbursement3,6			PortfolioTurnoverRate7
Direxion Daily Gold Bull 3X Shares
Three Months Ended September 30, 2014 (Unaudited)	$	41.14	$	(0.24	)	$	(0.23	)	$	(10.59	)	$	(10.83	)	$	—	$	30.31		(26.32	)%	$	3,031		2.60	%		9.59	%		(2.59	%)		2.48	%		9.47	%		(2.47	%)		—	%
For the Period April 10, 20148 through June 30, 2014	$	40.00		(0.21	)		(0.20	)		1.35			1.14			—	$	41.14		2.85	%	$	4,115		2.49	%		13.10	%		(2.48	%)		2.32	%		12.93	%		(2.31	%)		—	%
Direxion Daily Gold Bear 3X Shares
Three Months Ended September 30, 2014 (Unaudited)	$	37.33	$	(0.24	)	$	(0.23	)	$	11.58		$	11.34		$	—	$	48.67		30.38	%	$	4,868		2.36	%		8.71	%		(2.35	%)		2.23	%		8.57	%		(2.22	%)		—	%
For the Period April 10, 20148 through June 30, 2014	$	40.00		(0.21	)		(0.20	)		(2.46	)		(2.67	)		—	$	37.33		(6.68	)%	$	3,734		2.31	%		12.05	%		(2.30	%)		2.11	%		11.86	%		(2.10	%)		—	%

4. FEES AND EXPENSES

~~1 Net investment income (loss~~a) ~~per~~Organization ~~share~~and ~~represents~~Offering ~~net~~Expenses ~~investment income divided by the daily average shares of beneficial interest outstanding throughout each period.~~

2Expenses ~~Including~~incurred ~~brokerage~~in ~~commissions~~connection with organizing the Funds and the offering of the Shares upon commencement of its trading operations are paid by Rafferty Asset Management, LLC, the parent and sole owner of the Sponsor. Expenses incurred in connection with the continuous offering of Shares of the Funds after the commencement of its trading operations will be paid by the Funds. Rafferty Asset Management, LLC will also pay all expenses incurred by the Sponsor in connection with its organization and operation until the commencement of each Fund’s trading operations.

3b) ~~Excluding~~Expenses ~~brokerage commissions.~~

4Expenses ~~Total~~directly ~~return~~attributable isto ~~calculated~~a ~~assuming~~Fund anare charged ~~initial~~to ~~investment~~that ~~made~~Fund, atwhile ~~the~~expenses ~~net~~attributable ~~asset~~to ~~value~~more atthan ~~the~~one ~~beginning~~series of the ~~period,~~Trust ~~reinvestment~~will ofbe ~~all~~allocated ~~dividends~~among ~~and~~the ~~distributions~~respective atoperational ~~net~~Funds ~~asset value during the period~~ and ~~redemption~~are based on ~~the~~relative ~~last~~net ~~day~~assets ofor ~~the~~another ~~period.~~appropriate ~~Total return calculated for a period of less than one year is not annualized~~basis. ~~The total return would have been lower if certain expenses had not been reimbursed/waived by the investment advisor.~~

5c) ~~Net~~Management ~~expenses~~Fee ~~include effects of any reimbursement or recoupment.~~

6Each ~~For~~Fund ~~periods~~will ~~less~~pay ~~than~~the Sponsor a management ~~year~~fee, ~~these~~monthly ~~ratios~~in ~~are~~arrears, ~~annualized~~in an amount equal to 0.95% per annum of the average daily net asset value. The management fee will be paid in consideration of the Sponsor’s services as commodity pool operator, commodity trading advisor, and for managing the business and affairs of the Fund.

7d) ~~Portfolio~~The ~~turnover~~Administrator rate is not annualized and excludes the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund’s capital shares. Portfolio turnover rate does not include effects of turnover of the futures contracts.

8The ~~Commencement~~Sponsor and the Trust, for itself and on behalf of ~~investment~~each ~~operations~~Fund, has appointed U.S. AsBancorp Fund Services LLC (“USBFS”) as the administrator of ~~September~~the Funds, 30Sponsor, ~~2014~~and the Trust on its own behalf and on behalf of each Fund. Under the supervision and direction of the Sponsor and the Trust, noUSBFS will prepare and file certain regulatory filings on behalf of the Funds. USBFS may also perform other services ~~Fund~~for ~~had~~the ~~commenced~~Funds ~~operations~~as mutually agreed upon by the Sponsor, the Trust and USBFS from time to time. USBFS will also serve as the fund accountant and transfer agent of the Funds.

e) The ~~accompanying~~Custodian ~~notes are an integral part of these financial statements.~~

22U.S. Bank N.A. (“U.S. Bank”) will serve as custodian of the Funds, and the Trust, on its own behalf and on behalf of each Fund. U.S. Bank will be responsible for the holding and safekeeping of assets delivered to it by the Funds, and performing various administrative duties in accordance with instructions delivered to U.S. Bank by the Funds.

~~Table~~f) ofThe ~~Contents~~Distributor

~~DIREXION~~Foreside ~~SHARES~~Fund ~~ETF~~Services, ~~TRUST~~LLC II(“Foreside”), will serve as distributor of the Shares and will assist the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing, including reviewing and approving marketing materials. Foreside will retain all marketing materials separately for each Fund. The Sponsor, on behalf of each Fund, will enter into a Distribution Services Agreement with Foreside.

~~NOTES~~g) TOBrokerage ~~THE~~Commissions ~~FINANCIAL~~and ~~STATEMENTS~~Fees

~~September 30~~Each Fund will pay to Jefferies Bache Commodities, ~~2014~~LLC, which will serve as each Fund’s Futures Commission Merchant (~~Unaudited~~“FCM” or “the Commodity Broker”), all brokerage commissions, including applicable exchange fees, National Futures Association fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in CFTC regulated investments. The Funds will bear other transaction costs including the effects of trading spreads and financing costs associated with the use of financial instruments, and costs relating to the purchase of U.S. Treasury Securities or similar high credit quality short-term fixed-income or similar securities. The Funds intend for their Shares to be offered in highly liquid markets and therefore expect costs relating to trading spreads will be low.

1.h) ~~ORGANIZATION~~Routine Operational, Administrative and Other Ordinary Expenses

~~Direxion~~The ~~Shares~~Funds ~~ETF~~will ~~Trust~~be IIresponsible ~~(the “Trust”) was organized as a Delaware statutory trust on July 12, 2010. A registration statement on Form S-1 pertaining~~ to ~~the~~pay ~~shares~~all of the ~~Trust~~routine ~~has~~operational, ~~been~~administrative ~~filed with the Securities~~ and ~~Exchange~~other ~~Commission~~ordinary ~~(the~~expenses, ~~“SEC”)~~including, ~~under~~but ~~the~~not ~~Securities~~limited ~~Act~~to, offees ~~1933. The Trust is organized into twelve separate series (each a~~and ~~“Fund”~~expenses ~~and~~of ~~collectively,~~ the ~~“Funds”):~~administrator, ~~Direxion~~custodian, ~~Daily~~transfer ~~Gold Bull 3X Shares~~agent, ~~Direxion~~fund ~~Daily Gold Bear 3X Shares~~accountant, ~~Direxion Daily Silver Bull 3X Shares~~audit, ~~Direxion~~tax ~~Daily Silver Bear 3X Shares~~preparation, ~~Direxion~~license ~~Daily Japanese Yen Bull 3X Shares~~fees, ~~Direxion~~legal ~~Daily Japanese Yen Bear 3X Shares~~fees, ~~Direxion~~ongoing ~~Daily~~SEC ~~Dollar~~registration ~~Bull~~fees 3Xrelated ~~Shares,~~to ~~Direxion~~future ~~Daily~~required ~~Dollar Bear 3X Shares~~filings, ~~Direxion~~filing ~~Daily Euro Bull 3X Shares~~fees, ~~Direxion~~individual ~~Daily~~K-1 ~~Euro~~preparation ~~Bear~~and 3Xmailing ~~Shares~~fees, report ~~Direxion~~preparation ~~Daily~~and ~~Gold~~mailing ~~Bear 1X Shares~~ and ~~Direxion Daily~~expected ~~Silver~~expenses ~~Bear~~incurred 1Xin ~~Shares.~~connection ~~The Funds~~ with the ~~word~~continuous ~~“3X”~~offering ~~in their names are referred to as the Leveraged Funds. Each series~~ of ~~the~~Shares ~~Trust listed above issues common units~~ of ~~beneficial~~each ~~interest,~~Fund. ~~which~~The ~~represent~~Sponsor ~~units~~may ofchoose ~~fractional undivided~~to ~~beneficial~~waive ~~interest~~a inportion ~~and ownership~~ of ~~that~~these ~~respective~~fees ~~Fund~~at ~~(“Shares”).~~their ~~Each Fund’s Shares will be offered separately~~discretion. ~~The~~For ~~Shares~~the ofquarter ~~each~~ended ~~Fund~~December 31, 2014, ~~will be listed on~~ the ~~New~~Sponsor ~~York~~waived ~~Stock~~$68,864 ~~Exchange~~and ~~Archipelago~~$70,944 ~~(“NYSE Arca”).~~of Onfees ~~April 10,~~in ~~2014,~~ the Direxion Daily Gold Bull 3X Shares and ~~the~~ Direxion Daily Gold Bear 3X Shares ~~commenced operations. The remaining ten Funds are non-operational. The non-operational Funds have seed capital of $1~~,~~000.~~ ~~Direxion Asset Management, LLC (the “Sponsor”) has subscribed for 25 Units of each of these Funds in exchange for a capital contribution of $1,000 to each Fund~~respectively.

~~The Sponsor serves as the Trust’s commodity pool operator and commodity trading advisor with the U.S. Commodity Futures Trading Commission (“CFTC”~~i) ~~and~~Non-Recurring isFees a member of the National Futures Association (“NFA”). In its capacity as a commodity pool operator, the Sponsor is an organization which operates or solicits funds for commodity pools, in which funds contributed by a number of persons are combined for the purpose of trading futures contracts. In its capacity as a commodity trading advisor, the Sponsor is an organization which, for compensation or profit, advises others as to the value of or the advisability of buying or selling futures contracts. Rafferty Asset Management, LLC is the parent and ~~the~~Expenses ~~sole owner of the Sponsor. The Trust and each series of the Trust have fiscal years ending on June 30.~~

Each Fund ~~seeks~~will topay all ~~provide~~of ~~daily~~its ~~leveraged~~non-recurring ~~investment~~and ~~results~~extraordinary ~~(before~~ fees and expenses), ~~which~~if ~~correspond to the performance of a particular index~~any, ~~commodity or~~as ~~currency~~determined onby athe ~~given day~~Sponsor. ~~The~~Non-recurring ~~Funds~~and ~~with~~extraordinary ~~the~~fees ~~word~~and ~~“Bull”~~expenses inare ~~their~~fees ~~name~~and ~~attempt~~expenses towhich ~~provide~~are ~~daily~~unexpected ~~leveraged~~or ~~investment~~unusual ~~results~~in ~~(before~~nature, ~~fees~~such ~~and~~as ~~expenses)~~legal ~~that~~claims ~~correlate~~and liabilities ~~positively~~and tolitigation ~~the~~costs ~~return~~or ofindemnification anor ~~index~~other orunanticipated ~~benchmark~~expenses. ~~The~~Extraordinary ~~Funds~~fees ~~with~~and ~~the word~~expenses ~~“Bear”~~also ininclude ~~their~~material ~~name~~expenses ~~attempt~~which toare ~~provide~~not ~~daily~~currently ~~leveraged~~anticipated ~~investment~~obligations ~~results~~of ~~that~~the ~~correlate~~Funds. ~~negatively~~Routine tooperational, ~~the~~administrative ~~return~~and other ofordinary anexpenses ~~index~~are ornot ~~benchmark~~deemed extraordinary expenses.

Fund	Index or Benchmark	DailyTarget
Direxion Daily Gold Bull 3X Shares	Daily performance of COMEX gold futures		300	%
Direxion Daily Gold Bear 3X Shares	Daily performance of COMEX gold futures		-300	%
Direxion Daily Silver Bull 3X Shares	Daily performance of COMEX silver futures		300	%
Direxion Daily Silver Bear 3X Shares	Daily performance of COMEX silver futures		-300	%
Direxion Daily Japanese Yen Bull 3X Shares	U.S. Dollar price of the Japanese Yen		300	%
Direxion Daily Japanese Yen Bear 3X Shares	U.S. Dollar price of the Japanese Yen		-300	%

5. FAIR VALUE MEASUREMENTS

23The Funds follow authoritative fair value accounting standards, which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion in changes of valuation techniques and related inputs during the period. These inputs are summarized in the three broad levels below:

~~Table~~• ofLevel ~~Contents~~1 – Quoted prices in active markets for identical securities

Direxion Daily Dollar Bull 3X Shares	U.S. Dollar Index	300	%
Direxion Daily Dollar Bear 3X Shares	U.S. Dollar Index	-300	%
Direxion Daily Euro Bull 3X Shares	U.S. Dollar price of the Euro	300	%
Direxion Daily Euro Bear 3X Shares	U.S. Dollar price of the Euro	-300	%
Direxion Daily Gold Bear 1X Shares	Daily performance of COMEX gold futures	-100	%
Direxion Daily Silver Bear 1X Shares	Daily performance of COMEX silver futures	-100	%

•

Level 2 – Evaluated price based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

~~The~~• ~~Bull~~Level 3X3 ~~Funds~~– ~~attempt~~Significant tounobservable ~~provide~~inputs ~~daily leveraged investment results~~ (~~before~~including ~~fees and expenses) that correlate positively to three times (300%)~~ the ~~daily~~Fund’s ~~return~~own ofassumptions ~~its~~in ~~target~~determining ~~benchmark. The Bear 3X Funds attempt to provide daily leveraged investment results (before fees and expenses) that correlate to three times~~ the ~~inverse~~fair ~~(-300%)~~value of ~~the daily return of its target benchmark. The Bear 1X Funds attempt to provide daily investment results (before fees and expenses~~investments) that correlate negatively to the return of an index or benchmark. These Bear Funds seek -100% of the returns of their benchmark indices. None of the Funds seek to achieve their stated objective over a period greater than one day.

~~Each~~The ~~Fund~~inputs ~~intends to obtain exposure to its benchmark by taking long~~ or ~~short~~methodology ~~positions~~used infor ~~futures~~valuing ~~contracts~~securities ~~on its underlying commodity or currency, as applicable. In the event position accountability rules or position limits~~ are ~~reached~~not ~~with~~an ~~respect~~indication to the futures contracts, the Sponsor may, in its commercially reasonable judgment, cause the effected Fund to obtain exposure to its benchmark through cash-settled, exchange-traded swaps and other over-the-counter transactions that are based on the price of the ~~futures~~credit ~~contracts~~risk ~~(“Financial Instruments”),~~associated ~~if such instruments tend to exhibit trading prices or returns that correlate~~ with ~~the~~investing ~~related~~in ~~futures~~those ~~contract and will further the investment objective of such Fund~~securities.

2.The ~~SIGNIFICANT~~follow ~~ACCOUNTING~~is ~~POLICIES~~a summary of the inputs used to value the Funds’ investments as of December 31, 2014 and June 30, 2014:

~~The~~Direxion ~~following~~Daily isGold aBull ~~summary~~3X ofShares significant accounting policies consistently followed by the Funds in the preparation of their financial statements. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”).

a) Basis of Accounting


	December 31, 2014			June 30, 2014
Short-Term Investments (Level 1)	$	2,589,400		$	3,482,297
*Other Financial Instruments (Level 1)**		(124,991	)		335,499

~~Pursuant~~For tofurther ~~rules~~detail ~~and~~on ~~regulations of the SEC, financial statements are presented for the Trust as a whole, as the SEC registrant, and for~~ each ~~Fund individually.~~asset ~~The debts~~class, ~~liabilities,~~see ~~obligations~~Schedule ~~and expenses incurred, contracted for or otherwise existing with respect to a particular Fund shall be enforceable only against the assets~~ of ~~such Fund and not against the assets of the Trust generally or any other Fund~~Investments. Accordingly, the assets of one Fund of the Trust include only those funds and other assets that are paid to, held by or distributed to the Trust for the purchase of Shares in that Fund. The accompanying financial statements have been prepared in conformity with GAAP.

b)There ~~Investment~~were ~~Valuation~~no Level 2 or Level 3 securities as of December 31, 2014 or June 30, 2014.

~~The~~* ~~Net~~Other ~~Asset~~financial ~~Value~~instruments ~~(“NAV”)~~are ~~per~~futures ~~share~~contracts ofnot ~~each~~reflected ~~Fund~~in ~~will be determined daily, as of~~ the ~~close~~Schedule of ~~regular trading on the NYSE Arca (normally at 4:00 p~~Investments.m. Eastern time), each day the NYSE Arca is open for business (“Valuation Time”). Futures contracts will be valued at the settlement price established on the exchange on which they are traded, if that settlement price reflects trading prior to the Valuation Time. If the settlement price established by the exchange reflects trading after the Valuation Time, then the last sales price prior to Valuation Time will be used.

24Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

~~Table~~6. ofACCOUNTING ~~Contents~~FOR DERIVATIVE INSTRUMENTS

~~c) Futures~~The ~~Contracts~~Funds follow authoritative standards of accounting for derivative instruments, which establish disclosure requirements for derivative instruments. These standards improve financial reporting for derivative instruments by requiring enhanced disclosures that enable investors to understand how and why a fund uses derivatives instruments, how derivatives instruments are accounted for and how derivative instruments affect a fund’s financial position and results of operations.

~~Each~~The ~~Fund~~Funds ~~will~~use ~~enter into~~ futures contracts ~~to gain exposure to changes in the values of a commodity, an underlying index or a foreign currency. Upon entering into a contract, the Fund will deposit and maintain~~ as ~~collateral~~part ~~such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, a Fund agrees to receive from or pay to the broker an amount~~ of ~~cash~~their ~~equal~~principal toinvestment ~~the~~strategy daily fluctuation in value of the contract. Such receipts or payments are known as “variation margin” and will be recorded by the Fund as unrealized gains and losses. When the contract is closed, the Fund will record a realized gain or loss equal to ~~the~~achieve ~~difference~~their ~~between~~investment ~~the value of the contract at the time it was opened and the value at the time it was closed~~objective. ~~Due~~For toadditional ~~timing~~discussion ~~differences as to when these gains or losses are recorded as opposed to when such gains or losses are received from or paid to the broker, an amount~~ on the ~~Statement~~risks ofassociated ~~Financial~~with ~~Condition~~futures ~~referred~~contracts torefer ~~as “Due from/~~to ~~broker~~Note ~~for futures” may be presented~~2. As ~~collateral~~of ~~for futures contracts~~December 31, a Fund will maintain assets consisting of cash and cash equivalents (highly liquid investments with original maturities of less than three months). This collateral will be adjusted daily to reflect the market value of the purchase obligation for long futures contracts or the market value of the instrument underlying the contract2014, ~~but not less than~~ the ~~market~~Direxion ~~price~~Daily atGold ~~which~~Bull ~~the~~3X ~~futures~~Shares ~~contract~~ was ~~established,~~invested ~~for short~~ in futures contracts.

~~The~~At ~~risks~~December 31, ~~inherent~~2014 inand ~~the~~June 30, ~~use~~2014, ~~of futures contracts include 1) adverse changes in~~ the fair value of ~~such~~derivatives instruments~~; 2) imperfect correlation between the price of futures contracts and movements in the price of the underlying commodity~~, index or foreign currency; 3) the possible absence of a liquid secondary market for any particular instrument at any time; 4) the possible need to defer closing out certain positions to avoid adverse tax consequences; and 5) the possible nonperformance by ~~the~~primary ~~counterparty~~risk, ~~under~~were ~~the~~as ~~terms~~follows: ~~of the contract.~~

~~d) Guarantees~~Asset ~~and~~derivatives1 ~~Indemnifications~~

In the ordinary course of business, the Funds enter into contracts that contain a variety of indemnification provisions pursuant to which the Funds agree to indemnify third parties upon the occurrence of specified events. The Funds’ maximum exposure relating to these indemnification agreements is unknown. However, the Funds have not had prior claims or losses in connection with these provisions and believe the risk of loss is remote.


	Commodity risk
	December 31, 2014		June 30, 2014
Direxion Daily Gold Bull 3X Shares
Futures contracts*	$	—	$	335,499

e)Liability ~~Use~~derivatives2 ~~of Estimates~~

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities during the reporting period of the financial statements. Actual results could differ from those estimates.


	Commodity risk
	December 31, 2014		June 30, 2014
Direxion Daily Gold Bull 3X Shares
Futures contracts*	$	124,991	$	—

f)1 ~~Federal~~Statement ~~Income~~of ~~Taxes~~Financial Condition location: Variation margin receivable.

~~The~~2 ~~Funds~~Statement will be classified as partnerships for United States federal income tax purposes. Accordingly, the Funds will not incur United States federal income taxes. No provisions for federal income taxes have been made in the accompanying financial statements, as investors are individually responsible for their own income taxes, if any, on their allocable share of aFinancial ~~Fund’s~~Condition ~~income,~~location: ~~gain,~~Variation ~~loss,~~margin ~~deductions and other items~~payable. Each Fund will furnish shareholders every year with tax information on IRS Schedule K-1 (Form 1065) and each U.S. shareholder is required to report on its U.S. federal income tax return its allocable share of income, gain, loss and deduction of a Fund.

3* Cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. ~~OFFERING~~Only OFcurrent ~~SHARES~~day’s variation margin, if any, is reported within the Statement of Financial Condition.

~~Each~~Transactions ~~Fund will continuously offer and redeem~~ in ~~blocks~~derivative ofinstruments ~~50,000~~during ~~Shares (“Creation Units”). Only an authorized participant, an entity that has entered into an Authorized Participant Agreement with one or more of~~ the ~~Funds~~quarter ~~(“Authorized Participant”)~~ended December 31, may purchase and redeem Shares of the Fund and then only in Creation Units. Shares of the Funds are offered to Authorized Participants in Creation Units at each Fund’s respective net asset value per Share (“NAV”). Authorized Participants may then offer to the public2014, ~~from~~by ~~time~~primary ~~to time~~risk, ~~Shares~~were ~~from~~as ~~any~~follows: ~~Creation~~


		Direxion Daily Gold Bull 3X Shares			Direxion Daily Gold Bear 3X Shares
Commodity Risk	Net Realized gain (loss)¹
	Futures contracts	$	(914,908	)	$	(838,851	)
	Change in net unrealized appreciation (depreciation)²
	Futures contracts		634,139			(925,268	)

~~Table~~1 Statement of ~~Contents~~Income and Expenses location: Net realized gain (loss) on futures.

~~Unit~~2 ~~they~~Statement ~~create at a per share market price that varies depending on, among other factors, the trading price~~ of ~~the~~Income ~~Share of each Fund on the NYSE Arca, the NAV~~ and ~~the~~Expense ~~supply~~location: ofChange ~~and~~in ~~demand~~net ~~for the~~unrealized ~~Shares~~appreciation at(depreciation) ~~the time of the offer. Shares from the same Creation Unit may be offered at different times and may have different offering prices based~~ on ~~the above factors~~futures. Authorized Participants will not receive from any Fund, Sponsor, or any of their affiliates, any fee or other compensation with their sale of Shares to the public. The difference between the price paid by the Authorized Participant for a Share and the price paid to such Authorized Participant by an investor purchasing such Share may be deemed underwriting compensation.

~~Transaction~~For ~~fees payable to~~ the ~~Trust~~quarter ~~are~~ended ~~imposed~~December 31, to2014, ~~compensate~~ the ~~Trust~~average ~~for~~volume ~~the transfer and other transaction costs~~ of ~~a Fund associated with~~ the ~~issuance~~derivatives ~~and~~held ~~redemption~~by ~~of Creation Units. There is a fixed and a variable component to~~ the ~~total~~Funds ~~transaction~~were ~~fee. A fixed transaction fee is applicable to each creation or redemption transaction,~~as ~~regardless~~follows: of the number of creation units purchased or redeemed. In addition, a variable transaction fee equal to a percentage of the value of each creation unit purchased or redeemed is applicable to each creation or redemption transaction.

4. FEES AND EXPENSES


	Quarterly Average Gross Notional Amount
	Long Futures Contracts		Short Futures Contracts
Direxion Daily Gold Bull 3X Shares	$	10,054,106	$	0
Direxion Daily Gold Bear 3X Shares		—		8,787,053

a)For ~~Organization~~the ~~and~~period ~~Offering~~ended ~~Expenses~~June 30, 2014, the average volume of the derivatives held by the Funds were as follows:

Expenses incurred in connection with organizing the Funds and the offering of the Shares upon commencement of its trading operations are paid by Rafferty Asset Management, LLC, the parent and sole owner of the Sponsor. Expenses incurred in connection with the continuous offering of Shares of the Funds after the commencement of its trading operations will be paid by the Funds. Rafferty Asset Management, LLC will also pay all expenses incurred by the Sponsor in connection with its organization and operation until the commencement of each Fund’s trading operations.


	Quarterly Average Gross Notional Amount
	Long Futures Contracts		Short Futures Contracts
Direxion Daily Gold Bull 3X Shares	$	5,993,974	$	0
Direxion Daily Gold Bear 3X Shares		—		5,422,651

b)1 ~~Expenses~~Commenced operations April 10, 2014.

~~Expenses~~7. ~~directly~~OFFSETTING ~~attributable~~ASSETS toAND aLIABILITIES Fund are charged to that Fund, while expenses attributable to more than one series of the Trust will be allocated among the respective operational Funds and are based on relative net assets or another appropriate basis.

c)The ~~Management~~Funds ~~Fee~~may enter into master netting agreements or similar arrangements that allow for amounts owed between a Fund and the counterparty to be netted upon an early termination. However, a Fund does not offset the fair value amounts of the futures contract and the related collateral on the Statement of Financial Condition arising from futures contracts executed with the same counterparty under such master netting agreements or similar arrangement. The following table presents assets and liabilities available for offset represented in the Statement of Financial Condition to show the potential effect of master netting agreements or similar arrangements on a Fund’s financial condition as of December 31, 2014:

~~Each~~Liabilities: Fund will pay the Sponsor a management fee, monthly in arrears, in an amount equal to 0.95% per annum of the average daily net asset value. The management fee will be paid in consideration of the Sponsor’s services as commodity pool operator, commodity trading advisor, and for managing the business and affairs of the Fund.

d)Description: Futures Contract ~~The Administrator~~

The Sponsor and the Trust, for itself and on behalf of each Fund, has appointed U.S. Bancorp Fund Services LLC (“USBFS”) as the administrator of the Funds, Sponsor, and the Trust on its own behalf and on behalf of each Fund. Under the supervision and direction of the Sponsor and the Trust, USBFS will prepare and file certain regulatory filings on behalf of the Funds. USBFS may also perform other services for the Funds as mutually agreed upon by the Sponsor, the Trust and USBFS from time to time. USBFS will also serve as the fund accountant and transfer agent of the Funds.


							Gross Amounts not offset in the Statement of Financial Condition
Fund Name	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts Presented in the Statement of Financial Condition		Financial Instruments		Collateral Pledged (Received)		Net Amount
Direxion Daily Gold Bull 3X Shares	$	124,991	$	0	$	124,991	$	0	$	124,991	$	0

e)As ~~The~~of ~~Custodian~~June 30, 2014:

~~U.S.~~Assets: Bank N.A. (“U.S. Bank”) will serve as custodian of the Funds, and the Trust, on its own behalf and on behalf of each Fund. U.S. Bank will be responsible for the holding and safekeeping of assets delivered to it by the Funds, and performing various administrative duties in accordance with instructions delivered to U.S. Bank by the Funds.

26Description: Futures Contract


							Gross Amounts not offset in the Statement of Financial Condition
Fund Name	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts Presented in the Statement of Financial Condition		Financial Instruments		Collateral Pledged (Received)		Net Amount
Direxion Daily Gold Bull 3X Shares	$	335,499	$	0	$	335,499	$	0	$	335,311	$	188

f)8. ~~The~~RISKS ~~Distributor~~

~~Foreside~~Below ~~Fund~~are ~~Services,~~some ~~LLC (“Foreside”), will serve as distributor~~ of the ~~Shares~~principal ~~and~~risks ~~will~~of ~~assist~~investing ~~the~~in ~~Sponsor and~~ the ~~Administrator~~Funds. ~~with~~Please ~~certain functions~~refer ~~and duties relating~~ to ~~distribution~~the ~~and~~Funds’ ~~marketing,~~prospectus ~~including reviewing and approving marketing materials. Foreside will retain all marketing materials separately~~ for ~~each Fund. The Sponsor, on behalf of each Fund, will enter into~~ a ~~Distribution~~ ~~Services~~full ~~Agreement with Foreside~~discussion.

gIntra-Day Investment Risk: The Funds seek daily investment results, which should not be equated with seeking an investment goal for shorter than a day. Thus, an investor who purchases Fund shares after the close of the markets on one trading day and before the close of the markets on the next trading day will likely have more, or less, than the target investment exposure to the benchmark, depending upon the movement of the benchmark from the end of one trading day until the time of purchase. If the benchmark moves in a direction favorable to the Fund, the Fund’s net assets will rise by the same amount as the Fund’s exposure. Conversely, if the benchmark moves in a direction adverse to the Fund, the Fund’s net assets will decline by the same amount as the Fund’s exposure. Since each Fund starts each trading day with exposure to the benchmark equal to its target (i.e. 300% or -300%, as applicable), ~~Brokerage~~a ~~Commissions~~change in both exposure and ~~Fees~~the net assets of a Fund by the same amount results in a change in the comparative relationship of the two.

~~Each~~Compounding and Market Volatility Risk: There can be no guarantee that a Fund will ~~pay~~achieve a high degree of correlation with its investment objective relative to ~~Jefferies~~its ~~Bache~~benchmark. ~~Commodities,~~A ~~LLC,~~failure ~~which~~to ~~will~~achieve ~~serve~~a ashigh ~~each~~degree of correlation may prevent a Fund from achieving its investment objective. A number of factors may adversely affect a Fund’s ~~Futures~~correlation ~~Commission~~with ~~Merchant~~its ~~(“FCM”~~benchmark, orincluding ~~“the~~fees, ~~Commodity~~expenses, ~~Broker”)~~transaction costs, ~~all~~costs ~~brokerage~~associated ~~commissions,~~with ~~including~~the ~~applicable~~Funds’ ~~exchange~~use ~~fees~~of leveraged investment techniques, ~~National~~income ~~Futures~~items ~~Association~~and ~~fees,~~accounting ~~give-up~~standards. ~~fees,~~A ~~pit~~Fund ~~brokerage~~may ~~fees~~be ~~and~~subject ~~other~~to ~~transaction~~large ~~related~~movements ~~fees~~of assets into and ~~expenses~~out ~~charged~~of the Fund, potentially resulting in the ~~connection~~Fund being over- or under-exposed to its benchmark. Each Leveraged Fund seeks to rebalance its portfolio daily to keep leverage consistent with ~~trading~~each ~~activities~~Fund’s daily investment objective. Each Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of its benchmark for ~~each~~periods other than a single day. Each Fund rebalances its portfolio on a daily basis, increasing exposure in response to that day’s ~~investment~~gains or reducing exposure in ~~CFTC~~response ~~regulated~~to ~~investments~~that day’s losses. ~~The~~This ~~Funds~~means ~~will~~that ~~bear~~for ~~other~~a ~~transaction~~period ~~costs~~longer ~~including~~than one day, the ~~effects~~pursuit of ~~trading~~daily ~~spreads~~goals ~~and~~may ~~financing~~result ~~costs~~in ~~associated~~daily ~~with~~leveraged compounding for the ~~use~~Funds. It also means that the return of ~~financial~~a ~~instruments,~~benchmark ~~and~~over ~~costs~~a ~~relating~~period toof ~~the~~time greater ~~purchase~~than ofone Uday multiplied by the Fund’s daily target generally will not equal the Fund’s performance over that same period.S. ~~Treasury~~As ~~Securities~~a orresult, ~~similar~~over ~~high~~time, ~~credit~~the ~~quality~~cumulative ~~short-term~~percentage ~~fixed-income~~increase or ~~similar~~decrease ~~securities.~~in ~~The~~the ~~Funds~~value ~~intend~~of ~~for~~the ~~their~~Fund’s ~~Shares~~portfolio tomay diverge besignificantly ~~offered~~from the cumulative percentage increase or decrease in ~~highly~~the ~~liquid~~multiple ~~markets~~of ~~and~~the ~~therefore~~return ~~expect~~of ~~costs~~the ~~relating~~Fund’s underlying benchmark due to ~~trading~~the ~~spreads~~compounding ~~will~~effect of losses and gains on the returns of the Fund. The effect of compounding bebecomes ~~low~~more pronounced on the Fund’s performance as the Index experiences volatility.

hCounterparty Risk: The Funds may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular commodity or currency. The Funds will use counterparty agreements to exchange the returns (or differentials in rates of return) ~~Routine~~earned ~~Operational~~or realized in particular predetermined investments or instruments. The Funds will not enter into any agreement involving a counterparty unless the Sponsor believes that the other party to the transaction is creditworthy. The use of swap agreements involves risks that are different from those associated with ordinary futures transactions. For example, ~~Administrative~~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, which may increase the Fund’s exposure to counterparty credit risk. Swap agreements and ~~Other~~other ~~Ordinary~~counterparty ~~Expenses~~instruments also may be considered to be illiquid. Further, there is a risk that no suitable counterparties will be 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~~Leverage ~~Funds~~Risk: ~~will~~The beLeveraged ~~responsible~~Funds touse ~~pay~~leveraged ~~all~~investment oftechniques ~~the~~in ~~routine~~seeking ~~operational,~~to ~~administrative~~achieve ~~and~~their ~~other~~respective ~~ordinary expenses, including, but not limited to, fees and~~investment ~~expenses~~objectives. ofLeverage ~~the~~should ~~administrator,~~cause ~~custodian,~~a ~~transfer~~Leveraged ~~agent,~~Fund ~~fund accountant, audit, tax preparation, license fees, legal fees, ongoing SEC registration fees related~~ to ~~future~~lose ~~required~~more ~~filings,~~money ~~filing fees, individual K-1 preparation and mailing fees, report preparation and mailing and expected expenses incurred~~ in ~~connection~~market ~~with~~environments ~~the~~adverse ~~continuous~~to ~~offering~~its ofdaily ~~Shares~~investment ofobjectives ~~each~~than ~~Fund. The Sponsor may choose to waive~~ a ~~portion~~Fund ofthat ~~these~~does ~~fees~~not atemploy ~~their discretion. For the quarter ended September 30~~leverage, ~~2014,~~ ~~the~~which ~~Sponsor~~could ~~waived~~result ~~$64,812 and $65,772 of fees~~ in the ~~Direxion~~total ~~Daily~~loss ~~Gold~~of ~~Bull~~an 3Xinvestor’s ~~Shares and Direxion Daily Gold Bear 3X Shares, respectively~~investment.

i)Commodity ~~Non~~Risk: An investment in a commodity fund is subject to risks associated with its applicable benchmark commodity. Changes in the commodity markets due to new commodity-~~Recurring~~linked ~~Fees~~instruments being available, large purchases or sales of commodities by world governments, supply and ~~Expenses~~demand for a commodity or other market or political factors may affect the price of a commodity. Such price movement may, in turn, negatively affect the performance of a commodity fund.

~~Each~~Currency ~~Fund~~Risk: ~~will~~An ~~pay all~~investment ofin ~~its~~a ~~non-recurring~~currency ~~and~~fund ~~extraordinary~~is subject ~~fees~~to ~~and~~risks ~~expenses,~~associated ifwith ~~any,~~its asapplicable ~~determined~~benchmark ~~by the Sponsor~~currency. ~~Non-recurring~~Debt and ~~extraordinary~~trade ~~fees~~deficit ~~and~~levels ~~expenses~~of ~~are~~relevant ~~fees~~foreign ~~and~~countries, ~~expenses~~interest ~~which are unexpected or unusual in nature~~rates, ~~such~~inflation asrates ~~legal claims and liabilities and litigation costs~~ or ~~indemnification or~~ other ~~unanticipated~~market ~~expenses.~~or ~~Extraordinary~~political ~~fees~~factors ~~and~~may ~~expenses~~affect ~~also~~the ~~include~~price ~~material~~of ~~expenses~~a ~~which~~currency-related investment. ~~are~~Such ~~not~~price ~~currently~~movement ~~anticipated~~may, ~~obligations~~in ~~of the Funds. Routine operational~~turn, ~~administrative~~negatively ~~and other~~affect ~~ordinary~~the ~~expenses~~performance ~~are~~of ~~not~~a ~~deemed~~currency ~~extraordinary expenses~~fund.

59. ~~FAIR~~TERMINATION ~~VALUE MEASUREMENTS~~

~~The~~Each ~~Funds~~Fund’s ~~follow~~Shares ~~authoritative~~will ~~fair~~be ~~value~~offered ~~accounting~~on ~~standards,~~a ~~which~~continuous ~~establish~~basis anand ~~authoritative~~the ~~definition~~offering ofis ~~fair~~not ~~value~~expected ~~and~~to ~~set~~terminate ~~out~~until athree years from the date ~~hierarchy~~of ~~for~~the ~~measuring~~prospectus, ~~fair~~unless ~~value. These~~suspended ~~standards~~or ~~require~~terminated ~~additional~~at ~~disclosures~~any ~~about~~earlier time for certain reasons specified in the ~~various~~prospectus ~~inputs~~or ~~and~~extended ~~valuation~~as ~~techniques~~permitted ~~used~~under tothe ~~develop~~rules under the ~~measurements~~Securities Act of ~~fair~~1933. ~~value~~The ~~and~~Trust or a ~~discussion~~Fund inmay ~~changes~~be ofdissolved ~~valuation~~at ~~techniques~~any time and ~~related~~for ~~inputs~~any ~~during~~reason by the ~~period. These~~Sponsor ~~inputs~~with ~~are~~written ~~summarized~~notice into the ~~three~~shareholders. ~~broad levels below:~~

•The ~~Level~~Trust filed an amendment to the registration statement on Form S-1 –to ~~Quoted~~remove ~~prices~~from registration inall ~~active~~of ~~markets~~the securities of the following eleven series: Direxion Daily Gold Bear 3X Shares, Direxion Daily Silver Bull 3X Shares, Direxion Daily Silver Bear 3X Shares, Direxion Daily Japanese Yen Bull 3X Shares, Direxion Daily Japanese Yen Bear 3X Shares, Direxion Daily Dollar Bull 3X Shares, Direxion Daily Dollar Bear 3X Shares, Direxion Daily Euro Bull 3X Shares, Direxion Daily Euro Bear 3X Shares, Direxion Daily Gold Bear 1X Shares and Direxion Daily Silver Bear 1X Shares (“Terminated Series”). No sales of common units of beneficial interest of any Terminated Series, expect for ~~identical~~the ~~securities~~Direxion Daily Gold Bear 3X Shares, were made to the public at any time. The offering of each Terminated Series was terminated on December 29, 2014.

•10. ~~Level~~SUBSEQUENT 2EVENTS ~~– Evaluated price based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)~~

•The ~~Level~~Funds 3have –adopted ~~Significant~~authoritative ~~unobservable~~standards ~~inputs~~for ~~(including~~accounting for and disclosure of events that occur after the ~~Fund’s~~statement ~~own~~of ~~assumptions~~financial condition date but before the statement of financial condition are issued or are available to be issued. These standards require the Funds to recognize in ~~determining~~the statement of financial condition the ~~fair~~effects ~~value~~of all recognized subsequent events that provide additional evidence about conditions that existed at the date of ~~investments)~~the statement of financial condition. For nonrecognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Funds are required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. On December 29, 2014, the previously defined Terminated Series began the process of liquidating their assets. As of the date of this filing, the assets of the Terminated Series remained as a payable to the Sponsor. These assets will be distributed to the Sponsor at a future date to meet any final obligations of the Terminated Series.

~~The~~Item ~~inputs~~2. orManagement’s ~~methodology~~Discussion ~~used~~and ~~for~~Analysis ~~valuing~~of ~~securities~~Financial ~~are~~Condition ~~not~~and anResults ~~indication~~ of ~~the credit risk associated with investing in those securities~~Operations.

27The following discussion should be read in conjunction with the condensed financial statements and the notes thereto of the Direxion ETF Trust II (the “Trust”) included elsewhere in this quarterly report on Form 10-Q.

~~Table~~Forward-Looking ofInformation ~~Contents~~

~~The~~This quarterly ~~follow~~report ison aForm ~~summary~~10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding the ~~inputs~~plans ~~used~~and objectives of management for future operations. This information may involve known and unknown risks, uncertainties and other factors that may cause the Funds’ or the Trust’s actual results, performance or achievements to ~~value~~be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe the Funds’ ~~investments~~or asthe Trust’s future plans, strategies and expectations, are generally identifiable by use of ~~September 30~~the words “may,” ~~2014~~“will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project,” the negative of these words, other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and the Trust cannot assure investors that the projections included in these forward-looking statements will ~~June~~come 30to pass. None of the Trust, ~~2014:~~the Sponsor or the Trustee is under a duty to update any of the forward-looking statements to conform such statements to actual results. The Funds’ and the Trust’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.

Direxion Daily Gold Bull 3X Shares
	September 30,2014			June 30,2014
Short-Term Investments (Level 1)	$	2,791,109		$	3,482,297
Other Financial Instruments* (Level 1)		(759,130	)		335,499
Direxion Daily Gold Bear 3X Shares
	September 30,2014			June 30,2014
Short-Term Investments (Level 1)	$	4,276,419		$	3,308,208
Other Financial Instruments*		925,268			(369,178	)

The Funds and the Trust have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to it on the date of this quarterly report on Form 10-Q, and the Funds and the Trust assumes no obligation to update any such forward-looking statements. Although the Trust and the Funds undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, investors are advised to consult any additional disclosures that the Funds and the Trust may make directly to them or through reports that the Funds and the Trust in the future files with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

~~For~~Introduction ~~further detail on each asset class, see Schedule of Investments.~~

~~There~~Direxion ~~were~~Shares noETF ~~Level~~Trust 2II orwas ~~Level~~organized 3as ~~securities~~a asDelaware ofstatutory ~~September~~trust 30on July 12, ~~2014~~2010 orand ~~June~~is 30currently organized into twelve separate series (each a “Fund” and collectively, ~~2014~~the “Funds”): Direxion Daily Gold Bull 3X Shares, Direxion Daily Gold Bear 3X Shares, Direxion Daily Silver Bull 3X Shares, Direxion Daily Silver Bear 3X Shares, Direxion Daily Japanese Yen Bull 3X Shares, Direxion Daily Japanese Yen Bear 3X Shares, Direxion Daily Dollar Bull 3X Shares, Direxion Daily Dollar Bear 3X Shares, Direxion Daily Euro Bull 3X Shares, Direxion Daily Euro Bear 3X Shares, Direxion Daily Gold Bear 1X Shares and Direxion Daily Silver Bear 1X Shares. Each series of the Trust listed above issues common units of beneficial interest which represent units of fractional undivided beneficial interest in and ownership of that respective Fund (“Shares”).

*Each ~~Other~~Fund’s ~~financial~~Shares ~~instruments~~will ~~are~~be ~~futures~~offered ~~contracts~~separately. ~~not~~The ~~reflected~~Shares inof each Fund will be listed on the ~~Schedule~~New York Stock Exchange (“NYSE Arca”). As of ~~Investments~~December 31, 2014, each of the Funds had seed capital of $1,000, but only two of the Funds, Direxion Daily Gold Bull 3X Shares, Direxion Daily Gold Bear 3X Shares (“Gold 3X Funds”), commenced trading on the NYSE Arca on April 10, 2014. Effective December 29, 2014, the Direxion Daily Gold Bear 3X Shares began the process of liquidating its net assets. For the quarter ended December 31, 2014 other than the Gold 3X Funds, no other Funds had commenced operations.

~~Futures contracts~~The ~~are~~Trust ~~valued~~filed atan amendment to the ~~unrealized~~registration ~~appreciation~~statement on Form S-1 to remove from registration all of the securities of the following eleven series: Direxion Daily Gold Bear 3X Shares, Direxion Daily Silver Bull 3X Shares, Direxion Daily Silver Bear 3X Shares, Direxion Daily Japanese Yen Bull 3X Shares, Direxion Daily Japanese Yen Bear 3X Shares, Direxion Daily Dollar Bull 3X Shares, Direxion Daily Dollar Bear 3X Shares, Direxion Daily Euro Bull 3X Shares, Direxion Daily Euro Bear 3X Shares, Direxion Daily Gold Bear 1X Shares and Direxion Daily Silver Bear 1X Shares (~~depreciation~~“Terminated Series”). onNo sales of common units of beneficial interest of any Terminated Series, expect for the ~~instrument~~Direxion Daily Gold Bear 3X Shares, were made to the public at any time. The offering of each Terminated Series was terminated on December 29, 2014.

6 Direxion Asset Management, LLC (the “Sponsor”) serves as the Trust’s commodity pool operator with the U.S. ~~ACCOUNTING~~Commodity ~~FOR~~Futures ~~DERIVATIVE~~Trading ~~INSTRUMENTS~~Commission (“CFTC”) and is a member of the National Futures Association (“NFA”). Wilmington Trust Company serves as the Trustee of the Trust (the “Trustee”). The Funds are commodity pools, as defined under the Commodity Exchange Act (the “CEA”) and the applicable regulations of the CFTC are operated by the Sponsor. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended. Each Fund seeks to provide daily leveraged investment results (before fees and expenses) which correspond to the performance of a particular index, commodity or currency on a given day. Groups of Funds are collectively referred to in the quarterly report on Report 10-Q in several different ways. The Funds with the word “Bull” in their name attempt to provide daily leveraged investment results (before fees and expenses) that correlate positively to the return of an index or benchmark. The Funds with the word “Bear” in their name attempt to provide daily leveraged investment results that correlate negatively to the return of an index or benchmark.

The Bull 3X Funds ~~follow~~attempt ~~authoritative~~to ~~standards~~provide ofdaily ~~accounting~~leveraged ~~for~~investment ~~derivative~~results ~~instruments,~~(before ~~which~~fees ~~establish~~and ~~disclosure~~expenses) ~~requirements~~that ~~for~~correlate ~~derivative~~positively to three times ~~instruments~~(300%) the daily return of its target benchmark. ~~These~~The ~~standards~~Bear ~~improve~~3X ~~financial~~Funds ~~reporting~~attempt ~~for~~to ~~derivative~~provide ~~instruments~~daily byleveraged ~~requiring~~investment ~~enhanced~~results ~~disclosures~~(before fees and expenses) that ~~enable~~correlate ~~investors~~to three times the inverse (-300%) of the daily return of its target benchmark. The Bear 1X Funds attempt to ~~understand~~provide ~~how~~daily investment results (before fees and ~~why~~expenses) athat ~~fund~~correlate ~~uses~~negatively ~~derivatives~~to ~~instruments,~~the ~~how~~return ~~derivatives~~of ~~instruments~~an ~~are~~index ~~accounted~~or ~~for and~~benchmark. ~~how~~These ~~derivative~~Bear ~~instruments~~Funds ~~affect~~seek a-100% ~~fund’s~~of ~~financial~~the ~~position~~returns ~~and~~of ~~results~~their benchmark indices. None of ~~operations~~the Funds seek to achieve their stated objective over a period greater than one day.

~~The~~Each ~~Funds~~Fund ~~use~~intends to obtain exposure to its benchmark by taking long or short positions in futures contracts on its underlying commodity or currency, as ~~part~~applicable. ofIn ~~their~~the event position accountability rules or position limits are reached with respect to the futures contracts, the Sponsor may, in its commercially reasonable judgment, ~~principal~~cause ~~investment~~the ~~strategy~~effected Fund to ~~achieve~~obtain ~~their~~exposure ~~investment~~to ~~objective.~~its ~~For~~benchmark ~~additional~~through ~~discussion~~cash-settled, exchanged-traded swaps and other over-the-counter transactions that are based on the ~~risks~~price ~~associated~~of ~~with~~the futures contracts ~~refer~~(“Financial Instruments”), if such instruments tend to ~~Note~~exhibit 2.trading Asprices ofor ~~September 30,~~returns ~~2014,~~that correlate with the ~~Funds~~related ~~were~~futures ~~invested~~contract inand ~~futures~~will ~~contracts~~further the investment objective of such Fund.

AtEach ~~September~~Fund 30seeks investment results for a single day only, ~~2014~~not for longer periods. A “single day” is measured from the time a Fund calculates its respective net asset value per Share to the time of the Fund’s next NAV calculation. This is different from most exchange-traded funds and ~~June~~means 30that the return of such Fund for a period longer than a single trading day will be the result of each day’s returns compounded over the period, ~~2014~~which will very likely differ from -1 time, -3 times or 3 times of the ~~fair~~return ~~value~~of the index to which such Fund is benchmarked for that period. In periods of ~~derivatives~~higher ~~instruments~~market volatility, the volatility of the benchmark may be at least as important to a Fund’s return for the period as the return of the benchmark. These Funds are riskier than similarly benchmarked exchange-traded funds that are not leveraged or inversed. Accordingly, these Funds may not be suitable for all investors and should be used only by ~~primary~~knowledgeable ~~risk~~investors who understand the potential consequences of seeking daily leveraged, ~~were~~inverse or inverse leveraged investment results. Shareholders who invest in the Funds should actively manage and monitor their investments, as ~~follows:~~frequently as daily.

Asset derivatives1
	Commodity risk
	September 30,2014		June 30,2014
Direxion Daily Gold Bear 3X Shares
Futures contracts*	$	84,043	$	335,499
Liability derivatives2
	Commodity risk
	September 30,2014		June 30,2014
Direxion Daily Gold Bull 3X Shares
Futures contracts*	$	55,172	$	369,178

Each Fund continuously offers and redeems its Shares in blocks of 50,000 Shares. Only Authorized Participants may purchase and redeem Shares from a Fund and then only in Creation Units. An Authorized Participant is an entity that has entered into an Authorized Participant Agreement with one or more of the Funds. Shares of the Funds are offered to Authorized Participants in Creation Units at each Fund’s respective NAV. Authorized Participants may then offer to the public, from time to time, Shares from any Creation Unit they create at a per-Share market price that varies depending on, among other factors, the trading price of the Shares of each Fund on the NYSE Arca, the NAV and the supply of and demand for the Shares at the time of the offer. Shares from the same Creation Unit may be offered at different times and may have different offering prices based upon the above factors. The form of Authorized Participant Agreement and related Authorized Participant Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants do not receive from any Fund, the Sponsor, or any of their affiliates, any underwriting fees or compensation in connection with their sale of Shares to the public.

1Liquidity ~~Statement~~and ofCapital ~~Financial~~Resources ~~Condition location: Variation margin receivable.~~

2A ~~Statement~~significant portion of ~~Financial~~the ~~Condition~~NAV ~~location:~~of ~~Variation~~each Fund is likely to be held in cash and/or U.S. Treasury Securities or other high credit quality short-term fixed-income or similar securities as described above. A portion of these investments may be posted as collateral in connection with swap agreements and/or used as margin ~~payable~~for each Fund’s trading in futures. Margin requirements in respect of swap agreements are the subject of pending rule proposals issued by the CFTC and the U.S. bank regulators. It is possible that increased margin will apply to swap agreements upon adoption of the new requirements by these regulators. The percentage that U.S. Treasury bills and other short-term fixed-income securities will bear to the total net assets of each Fund will vary from period to period as the market values of the underlying swaps, futures contracts and forward contracts change. During the quarter ended December 31, 2014, each of the Funds earned interest income as follows:

* Cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only current day’s variation margin, if any, is reported within the Statement of Financial Condition.


	Interest Income Quarter Ended December 31, 2014
Direxion Daily Gold Bull 3X Shares	$	66
Direxion Daily Gold Bear 3X Shares*		109

~~Transactions~~* inRepresents ~~derivative instruments during~~ the ~~quarter~~period ~~ended~~from ~~September~~October 301, 2014, byto ~~primary~~December ~~risk~~29, ~~were as follows:~~ 2014.

		Commodityrisk			Total
Direxion Daily Gold Bull 3X Shares	Net Realized gain (loss)1
	Futures contracts	$	35,258		$	35,258
	Change in net unrealized appreciation (depreciation)2
	Futures contracts		(1,094,629	)		(1,094,629	)
Direxion Daily Gold Bear 3X Shares	Net Realized gain (loss)1
	Futures contracts		(136,118	)		(136,118	)
	Change in net unrealized appreciation (depreciation)2
	Futures contracts		1,294,446			1,294,446

Each Fund’s underlying futures and swaps, as the case may be, will be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, swaps are not presently traded on an exchange, do not have uniform terms and conditions, and in general are not transferable without the consent of the counterparty. Additionally, at the present time, most swaps are not centrally cleared and vary in terms of standardization, which may further contribute to their lack of liquidity. In the case of futures contracts, commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or decreased by an amount equal to the daily limit, such positions can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent a Fund from promptly liquidating its futures positions.

1Entry ~~Statement~~into ofnon-cleared ~~Income~~swap ~~and~~agreements ~~Expenses~~or ~~location:~~forward ~~Net~~contracts ~~realized~~will ~~gain~~further ~~(loss)~~impact liquidity because these contractual agreements are executed on ~~futures~~a principal-to-principal basis between private parties and therefore, the time required to offset or “unwind” these positions may be greater than that for cleared and/or exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

2The ~~Statement~~large size of ~~Income~~the positions in which a Fund may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and ~~Expense~~increasing ~~location:~~the ~~Change~~losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in ~~net~~Financial ~~unrealized~~Investments ~~appreciation~~related ~~(depreciation)~~to onone ~~futures~~benchmark, which in many cases is highly concentrated.

28Because each Fund will enter trade futures and may enter into swap agreements, its capital will be at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). Credit risk is greater for non-cleared swaps than for futures or cleared swaps.

~~Table~~Market ofRisk ~~Contents~~

~~For~~Trading ~~the~~in ~~quarter~~futures ~~ended~~contracts will ~~September 30,~~involve ~~2014~~each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures contract into the ~~average~~deliverable ~~volume~~period. Should a Fund enter into a contractual commitment to sell a physical commodity, it would be required to make delivery of that commodity at the ~~derivatives~~contract ~~held~~price byand then repurchase the ~~Funds~~contract ~~were~~at asprevailing market prices or settle in cash. Since the repurchase price to which ~~follows:~~the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

	Quarterly Average Gross Notional Amount
	Long FuturesContracts		Short FuturesContracts
Direxion Daily Gold Bull 3X Shares	$	10,927,671	$	—
Direxion Daily Gold Bear 3X Shares		—		13,180,580

Each Fund’s exposure to market risk will be influenced by a number of factors including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital. For more information, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this quarterly report on Form 10-Q.

~~For~~Credit ~~the~~Risk ~~period ended June 30, 2014, the average volume of the derivatives held by the Funds were as follows:~~

	Quarterly Average Gross Notional Amount
	Long FuturesContracts		Short FuturesContracts
Direxion Daily Gold Bull 3X Shares	$	5,993,974	$	—
Direxion Daily Gold Bear 3X Shares		—		5,422,651

When a Fund enters into futures contracts, swap agreements or forward contract, the Fund will be exposed to credit risk that the counterparty to the contract will not meet its obligations.

1The ~~Commenced~~counterparty ~~operations~~for ~~April~~futures 10contracts traded on exchanges is the clearing house associated with the particular exchange. In general, ~~2014~~clearing houses are backed by their corporate members who may be required to share in the financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearing house is not backed by the clearing members, it may be backed by a consortium of banks or other financial institutions.

7Certain swap and forward agreements are contracted for directly with counterparties. ~~OFFSETTING~~There ~~ASSETS~~can ~~AND~~be ~~LIABILITIES~~no assurance that any counterparty, clearing member or clearing house will meet its obligations to a Fund.

~~The~~Forward ~~Funds~~agreements ~~may~~do ~~enter~~not ~~into~~involve ~~master~~the ~~netting~~delivery ~~agreements~~of orassets ~~similar~~at ~~arrangements~~the ~~that~~onset ~~allow~~of ~~for~~a ~~amounts~~transaction, ~~owed~~but ~~between~~may abe ~~Fund~~settled ~~and~~physically in the ~~counterparty~~underlying asset toif besuch ~~netted~~contracts ~~upon~~are anheld ~~early~~to ~~termination. However~~expiration, aparticularly ~~Fund~~in ~~does~~the ~~not~~case ~~offset~~of ~~the~~currency ~~fair~~forwards. ~~value~~Thus, ~~amounts~~prior ofto settlement, if the ~~futures~~counterparty ~~contract~~to ~~and~~a ~~the~~forward ~~related~~contract ~~collateral~~defaults, ona ~~the~~Fund’s ~~Statement~~risk of ~~Financial~~loss ~~Condition~~will ~~arising~~generally ~~from~~consist ~~futures~~of ~~contracts~~the ~~executed~~net ~~with~~amount ~~the~~of ~~same~~payments ~~counterparty~~that ~~under~~the ~~such~~Fund ~~master~~is ~~netting~~contractually ~~agreements~~entitled orto ~~similar~~receive, ~~arrangement~~if any. ~~The~~ ~~following~~However, ~~table~~if ~~presents~~physically ~~assets~~settled ~~and~~forwards ~~liabilities~~are ~~available~~held ~~for~~until ~~offset~~expiration ~~represented~~(presently, inthere is no plan to do this), at the ~~Statement~~time of ~~Financial~~settlement, ~~Condition~~a toFund ~~show~~may ~~the~~be ~~potential~~at ~~effect~~risk offor ~~master netting~~the ~~agreements~~full ornotional ~~similar~~value ~~arrangements~~of the onforward acontracts ~~Fund’s~~depending ~~financial~~on ~~condition~~the astype of ~~September 30,~~settlement ~~2014:~~procedures used.

Assets:
Description: Futures Contract							Gross Amounts not offset in theStatement of Financial Condition
Fund Name	Gross Amounts ofRecognized Assets		Gross AmountsOffset in theStatement ofFinancial Condition		Net AmountsPresented in theStatement ofFinancial Condition		FinancialInstruments		CollateralPledged(Received)		Net Amount
Direxion Daily Gold Bear 3X Shares	$	925,268	$	—	$	925,268	$	—	$	—	$	925,268
Liabilities:
Description: Futures Contract							Gross Amounts not offset in theStatement of Financial Condition
Fund Name	Gross Amounts ofRecognizedLiabilities		Gross AmountsOffset in theStatement ofFinancial Condition		Net AmountsPresented in theStatement ofFinancial Condition		FinancialInstruments		CollateralPledged(Received)		Net Amount
Direxion Daily Gold Bull 3X Shares	$	759,130	$	—	$	759,130	$	—	$	759,130	$	—

Swap agreements do not generally involve the delivery of securities or other underlying assets either at the outset of a transaction or upon settlement. Accordingly, if the counterparty to a swap agreement defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive, if any.

As of June 30, 2014:
Assets:
Description: Futures Contract							Gross Amounts not offset in theStatement of Financial Condition
Fund Name	Gross Amounts ofRecognized Assets		Gross AmountsOffset in theStatement ofFinancial Condition		Net AmountsPresented in theStatement ofFinancial Condition		FinancialInstruments		CollateralPledged(Received)		Net Amount
Direxion Daily Gold Bull 3X Shares	$	335,499	$	—	$	335,499	$	—	$	335,311	$	188
Liabilities:
Description: Futures Contract							Gross Amounts not offset in theStatement of Financial Condition
Fund Name	Gross Amounts ofRecognizedLiabilities		Gross AmountsOffset in theStatement ofFinancial Condition		Net AmountsPresented in theStatement ofFinancial Condition		FinancialInstruments		CollateralPledged(Received)		Net Amount
Direxion Daily Gold Bear 3X Shares	$	369,178	$	—	$	369,178	$	—	$	369,178	$	—

The Sponsor will attempt to minimize certain of these market and credit risks by normally:

8.• ~~RISKS~~executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;

~~Below~~• ~~are~~limiting ~~some of~~ the ~~principal~~outstanding ~~risks~~amounts ofdue ~~investing~~from incounterparties ~~the~~of ~~Funds. Please refer to~~ the Funds~~’ prospectus for a full discussion.~~ ;

~~Intra-Day~~• ~~Investment Risk: The Funds seek daily investment results, which should~~ not beposting ~~equated~~margin ~~with~~directly seeking an investment goal for shorter than a day. Thus, an investor who purchases Fund shares after the close of the markets on one trading day and before the close of the markets on the next trading day will likely have more, or less, than the target investment exposure to the benchmark, depending upon the movement of the benchmark from the end of one trading day until the time of purchase. If the benchmark moves in a direction favorable to the Fund, the Fund’s net assets will rise by the same amount as the Fund’s exposure. Conversely, if the benchmark moves in a direction adverse to the Fund, the Fund’s net assets will decline by the same amount as the Fund’s exposure. Since each Fund starts each trading day with ~~exposure to the benchmark equal to its target (i.e. 300% or -300%, as applicable),~~ a ~~change in both exposure and the net assets of a Fund by the same amount results in a change in the comparative relationship of the two.~~ counterparty;

29• limiting the amount of margin or premium posted at the FCM; and

~~Table~~• ensuring that deliverable contracts are not held to such a date when delivery of ~~Contents~~an underlying asset could be called for.

~~Compounding~~The ~~and~~FCM ~~Market~~for ~~Volatility~~each ~~Risk: There can be no guarantee that a~~ Fund will achieve a high degree of correlation with its investment objective relative to its benchmark. 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 Fund’s correlation with its benchmark, ~~including~~in ~~fees,~~accepting ~~expenses,~~orders ~~transaction~~for ~~costs, costs associated with~~ the ~~Funds’~~purchase ~~use~~or sale of ~~leveraged~~domestic ~~investment~~futures ~~techniques~~contracts, ~~income~~will ~~items~~be ~~and~~required ~~accounting~~by ~~standards.~~CFTC Aregulations ~~Fund may be subject~~ to separately ~~large~~account ~~movements~~for ~~of assets into~~ and ~~out~~segregate ofas ~~the~~belonging ~~Fund,~~to ~~potentially resulting in~~ the Fund being over- or under-exposed to its benchmark. Each Leveraged Fund seeks to rebalance its portfolio daily to keep leverage consistent with each Fund’s daily investment objective. Each Fund does not attempt to, ~~and~~all ~~should~~assets ~~not be expected to, provide returns which are a multiple~~ of the ~~return of its benchmark for periods other than a single day. Each~~ Fund ~~rebalances~~relating ~~its portfolio on a daily basis, increasing exposure in response~~ to ~~that day’s~~domestic ~~gains~~futures ~~or reducing exposure in response to that day’s losses. This means that for a period longer than one day~~trading, ~~the~~and ~~pursuit of daily goals may result in daily leveraged compounding for~~ the ~~Funds.~~FCM ~~It also means that the return of a benchmark over a period of time greater than one day multiplied by the Fund’s daily target generally~~ will not ~~equal~~be ~~the~~allowed Fund’s performance over that same period. As a result, over time, the cumulative percentage increase or decrease in the value of the Fund’s portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Fund’s underlying benchmark due to ~~the~~commingle ~~compounding~~such ~~effect~~assets ofwith ~~losses~~other ~~and~~assets ~~gains on the returns~~ of the ~~Fund~~FCM. ~~The effect of compounding becomes more pronounced on the Fund’s performance as the Index experiences volatility.~~

~~Counterparty Risk:~~On ~~The~~November 14, ~~Funds~~2012, ~~may invest in financial instruments involving counterparties for~~ the ~~purpose~~CFTC ofproposed ~~attempting~~new toregulations ~~gain~~that ~~exposure~~would torequire aenhanced ~~particular~~customer ~~commodity~~protections, orrisk ~~currency.~~management ~~The~~programs, internal ~~Funds~~monitoring ~~will~~and ~~use~~controls, ~~counterparty~~capital ~~agreements~~and toliquidity ~~exchange~~standards, ~~the~~customer ~~returns~~disclosures, ~~(or differentials~~and inauditing ~~rates~~and ofexamination ~~return)~~programs ~~earned~~for ~~or realized in particular predetermined investments or instruments~~FCMs. The ~~Funds~~proposed ~~will~~rules ~~not~~are ~~enter~~intended ~~into~~to ~~any~~afford ~~agreement~~greater ~~involving~~assurances ato ~~counterparty~~market ~~unless~~participants ~~the Sponsor believes~~ that: ~~the~~customer ~~other party to the transaction is~~segregated ~~creditworthy.~~funds ~~The~~and ~~use~~secured ofamounts ~~swap~~are ~~agreements~~protected; ~~involves~~customers ~~risks that~~ are ~~different~~provided ~~from those associated~~ with ~~ordinary~~appropriate ~~futures~~notice ~~transactions.~~of ~~For example,~~ the ~~Funds~~risks ~~bear the risk~~ of ~~loss~~futures oftrading ~~the~~and ~~amount expected to be received under a swap agreement in the event~~ of the ~~default~~FCMs orwith ~~bankruptcy~~which ofthey amay ~~swap~~choose ~~agreement~~to ~~counterparty.~~do Inbusiness; ~~addition,~~FCMs ~~the~~are ~~Funds~~monitoring ~~may~~and ~~enter~~managing ~~into~~risks ~~swap~~in ~~agreements with~~ a ~~limited~~robust ~~number~~manner; ~~of counterparties, which may increase~~ the ~~Fund’s exposure to counterparty credit risk. Swap~~capital ~~agreements~~ and ~~other~~liquidity ~~counterparty~~of ~~instruments~~FCMs ~~also~~are ~~may~~strengthened ~~be considered~~ to besafeguard ~~illiquid.~~their ~~Further,~~continued ~~there~~operations; isand athe ~~risk~~auditing ~~that~~and noexamination ~~suitable~~programs ~~counterparties~~of ~~will~~the beCFTC ~~willing~~and tothe ~~enter~~self-regulatory ~~into,~~organizations or(“SROs”) ~~continue~~are tomonitoring ~~enter into, transactions with~~ the ~~Funds~~activities ~~and,~~of asFCMs in a ~~result, the~~thorough ~~Funds~~manner. ~~may~~The ~~not~~final beregulations ~~able~~have tonot ~~achieve~~yet ~~their~~been ~~investment objectives~~adopted.

~~Leverage~~Off-Balance ~~Risk:~~Sheet ~~The~~Arrangements ~~Leveraged~~and ~~Funds~~Contractual ~~use~~Obligations leveraged investment techniques in seeking to achieve their respective investment objectives. Leverage should cause a Leveraged Fund to lose more money in market environments adverse to its daily investment objectives than a Fund that does not employ leverage, which could result in the total loss of an investor’s investment.

~~Commodity~~As ~~Risk:~~of AnDecember 31, ~~investment~~2014 inand aJune 30, ~~commodity~~2014, ~~fund~~the isFunds ~~subject~~have tonot ~~risks~~utilized, ~~associated~~nor ~~with~~do ~~its applicable~~they ~~benchmark~~expect ~~commodity.~~to ~~Changes~~utilize in the ~~commodity~~future, ~~markets~~special ~~due~~purpose entities to ~~new~~facilitate ~~commodity~~off-~~linked~~balance ~~instruments~~sheet ~~being~~financing ~~available,~~arrangements ~~large~~and ~~purchases~~have no loan guarantee arrangements or ~~sales~~off balance sheet arrangements of ~~commodities~~any bykind ~~world~~other ~~governments,~~than ~~supply~~agreements ~~and~~entered ~~demand~~into ~~for~~in athe ~~commodity~~normal orcourse ~~other~~of ~~market~~business, orwhich ~~political~~may include ~~factors~~indemnification ~~may~~provisions ~~affect~~related to certain risks service providers undertake in performing services which are in the ~~price~~best interests of athe ~~commodity~~Funds. ~~Such~~While ~~price~~each ~~movement~~Fund’s ~~may,~~exposure inunder ~~turn~~such indemnification provisions cannot be estimated, ~~negatively~~these general ~~affect~~business ~~the~~indemnifications ~~performance~~are ofnot expected to have a ~~commodity~~material ~~fund~~impact on a Fund’s financial position.

~~Currency~~Each Fund’s ~~Risk:~~contractual Anobligations ~~investment~~are inwith athe ~~currency~~Sponsor, ~~fund~~certain isservice ~~subject~~providers toand ~~risks~~with ~~associated~~any ~~with~~counterparty ~~its~~to ~~applicable~~a ~~benchmark~~Financial ~~currency~~Instrument. ~~Debt~~Management ~~and~~fee ~~trade~~payments ~~deficit~~made ~~levels~~to ofthe ~~relevant~~Sponsor ~~foreign~~are ~~countries,~~calculated ~~interest~~as ~~rates,~~a ~~inflation~~fixed ~~rates~~percentage orof ~~other~~each ~~market~~Fund’s orNAV. ~~political~~As ~~factors~~such, the ~~may~~Sponsor ~~affect~~cannot anticipate the ~~price~~amount of payments that will be required under these arrangements for future periods as NAVs are not known until a ~~currency-related~~future ~~investment~~date. ~~Such~~Historical ~~price~~expenses ~~movement~~are ~~may,~~shown in ~~turn,~~the ~~negatively~~Statement ~~affect~~of Income and Expenses. The agreement with the ~~performance~~Sponsor ofmay abe ~~currency~~terminated ~~fund~~by either party upon 30 days written notice to the other party.

30Critical Accounting Policies

~~Table~~Preparation of ~~Contents~~the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Sponsor’s application of these policies involves judgments and actual results may differ from the estimates used. Each Fund expects to have significant exposure to Financial Instruments. The Funds hold a significant portion of their assets in futures, swaps or forward contracts, all of which are recorded on a trade date basis and at fair value in the financial statements, with changes in fair value reported in the Statement of Income and Expenses. Assets of each Fund not invested in Financial Instruments will be invested in cash and/or U.S. Treasury Securities or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. or the applicable foreign currency with respect to a Currency Fund) or other interest-bearing securities approved by the CFTC for investment of customer funds, each of which will be held at fair value.

9The use of fair value to measure Financial Instruments, with related unrealized gains or losses recognized in earnings in each period, is fundamental to the Trust’s and the Funds’ financial statements. ~~TERMINATION~~The fair value of a Financial Instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the

~~Each~~ measurement ~~Fund’s~~date ~~Shares~~(the ~~will~~exit beprice). ~~offered~~For onfinancial areporting ~~continuous~~purposes, ~~basis~~the Gold, Silver, Yen and ~~the~~Euro ~~offering~~Funds isvalue ~~not~~transactions ~~expected~~based toupon ~~terminate~~the ~~until~~daily ~~three~~last ~~years~~sale ~~from~~price ~~the~~value ~~date~~occurring on or before 4:00 p.m. E.T. of a standard futures contract for the ~~prospectus,~~current ~~unless~~active ~~suspended~~month published by the CME on or ~~terminated~~before at4:00 ~~any~~p.m. ~~earlier~~E.T. ~~time~~The ~~for~~Dollar ~~certain~~Funds ~~reasons~~value ~~specified~~transactions inbased upon the ~~prospectus~~daily last sale price value occurring on or ~~extended~~before as4:00 ~~permitted~~p.m. ~~under~~E.T. of a standard futures contract for the ~~rules~~current ~~under~~active month published by the ~~Securities~~ICE ~~Act~~on ofor ~~1933~~before 4:00 p.m. ~~The~~E.T. ~~Trust~~(the or“Daily aLast ~~Fund~~Sale ~~may~~Value”). beAccordingly, ~~dissolved~~the atinvestment ~~any~~valuations ~~time~~in ~~and~~these ~~for any~~financial ~~reason~~statements bymay ~~the~~differ ~~Sponsor~~from ~~with~~those ~~written~~used ~~notice~~in tothe calculation of the ~~shareholders~~Funds’ final creation/redemption NAV.

10Short-term investments are valued at amortized cost which approximates fair value for daily NAV purposes. ~~SUBSEQUENT~~For ~~EVENTS~~financial reporting purposes, short-term investments are valued at their market price using information provided by a third-party pricing service or market quotations.

~~The~~Derivatives ~~Funds~~(e.g., ~~have~~futures, ~~adopted~~swaps ~~authoritative~~and ~~standards~~forward ~~for~~agreements) ~~accounting~~are ~~for~~generally valued using independent sources and/or ~~disclosure~~agreements ofwith ~~events~~counterparties or ~~that~~other ~~occur~~procedures ~~after~~as determined by the ~~statement~~Sponsor. ofFutures ~~financial condition~~contracts, ~~date~~except ~~but~~for ~~before~~those entered into by the ~~statement~~Gold, ofSilver, ~~financial~~Yen, ~~condition~~Euro ~~are~~and ~~issued~~Dollar orFunds, are ~~available~~generally tovalued beat ~~issued.~~the ~~These~~last ~~standards~~settled ~~require~~price on the ~~Funds~~applicable toexchange ~~recognize~~on inwhich ~~the~~that ~~statement~~future trades. ofFor financial ~~condition~~reporting ~~the~~purposes, ~~effects~~all offutures ~~all~~contracts ~~recognized~~are ~~subsequent~~valued ~~events~~at ~~that provide~~last ~~additional~~settled ~~evidence~~price. ~~about~~If ~~conditions~~there was no sale on that ~~existed~~day, atand ~~the~~for ~~date~~non-exchange-traded ofderivatives, the ~~statement~~Sponsor ofmay ~~financial~~in ~~condition.~~its ~~For~~sole ~~nonrecognized~~discretion ~~subsequent~~choose ~~events~~to ~~that~~determine ~~must~~a befair ~~disclosed~~value price toas ~~keep~~the basis for determining the ~~financial~~market ~~statements~~value ~~from~~of ~~being~~such ~~misleading,~~position ~~the~~for ~~Funds~~such ~~are~~day. ~~required to~~Such ~~disclose~~fair ~~the~~value ~~nature~~prices ofwould ~~the~~be ~~event~~generally asdetermined ~~well~~based ason anavailable ~~estimate~~inputs about the current value of ~~its~~the underlying financial ~~effect,~~instrument or acommodity ~~statement~~and would be based on principles that the Sponsor deems fair and equitable so long as such anprinciples ~~estimate~~are ~~cannot~~consistent bewith ~~made~~normal industry standards. ~~The~~When ~~Funds~~market ~~have~~closing ~~evaluated~~prices ~~subsequent~~are ~~events~~not ~~through~~available, the ~~issuance~~Sponsor may fair value an asset of ~~each~~a Fund’s ~~financial~~pursuant ~~statements~~to ~~and~~the ~~have~~policies ~~determined~~the ~~there~~Sponsor ishas noadopted, ~~impact~~which toare ~~any~~consistent ~~Fund’s~~with ~~financial~~normal ~~statements~~industry standards.

31The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. See Note 5 in the Financial Statements in this quarterly report on Form 10-Q for further information. Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statement of Income and Expenses. Realized gains (losses) and changes in unrealized gain (loss) on open positions are determined on a specific identification basis and recognized in the Statement of Income and Expenses in the period in which the contract is closed or the changes occur, respectively.

~~Table~~Each Fund ofpays ~~Contents~~its respective brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis.

~~Item~~Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the 1933 Act for complying with new or revised accounting standards. ~~Management’s~~In ~~Discussion~~other ~~and~~words, ~~Analysis~~an “emerging growth company” can delay the adoption of ~~Financial~~certain ~~Condition~~accounting standards until those standards would otherwise apply to private companies. The Trust has elected to take advantage of the benefits of this extended transition period. The Trust and ~~Results~~the Funds’ financial statements may therefore not be comparable to those of ~~Operations~~companies that comply with such new or revised accounting standards.

~~The following~~Results ~~discussion~~of ~~should~~Operations befor ~~read in conjunction with~~ the ~~condensed~~Quarter ~~financial statements~~ and ~~the~~Six ~~notes~~Months ~~thereto~~Ended ofDecember ~~the~~31, ~~Direxion~~2014 ~~ETF Trust II (the “Trust”) included elsewhere in this quarterly report on Form 10-Q.~~

~~Forward-Looking~~Fund ~~Information~~Performance

~~This quarterly~~The ~~report~~following ontable provides ~~Form~~summary ~~10-Q,~~performance ~~including~~information ~~this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding the plans and objectives of management~~ for ~~future operations. This information may involve known and unknown risks, uncertainties and other factors that may cause~~ the ~~Funds’~~Gold or3X the Trust’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe the Funds’ orfor the ~~Trust’s~~quarter ~~future~~ended ~~plans,~~December ~~strategies and expectations~~31, ~~are~~2014: generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project,” the negative of these words, other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and the Trust cannot assure investors that the projections included in these forward-looking statements will come to pass. None of the Trust, the Sponsor or the Trustee is under a duty to update any of the forward-looking statements to conform such statements to actual results. The Funds’ and the Trust’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.


	Direxion Daily Gold Bull 3X Shares		Direxion Daily Gold Bear 3X Shares¹
NAV beginning of quarter	$	3,031,307	$	4,867,841
NAV end of quarter	$	2,728,108	$	—
Shares outstanding beginning of quarter		100,025		100,025
Shares outstanding end of quarter		100,025		—
Shares created		—		—
Shares redeemed		—		—
Shares liquidated		—		(100,025	)
Per share NAV beginning of quarter	$	30.31	$	48.67
Per share NAV end of quarter	$	27.27	$	—

32The following table provides summary performance information for the Gold 3X Funds for the six months ended December 31, 2014:


	Direxion Daily Gold Bull 3X Shares		Direxion Daily Gold Bear 3X Shares¹
NAV beginning of period	$	4,114,692	$	3,733,926
NAV end of period	$	2,728,108	$	—
Shares outstanding beginning of period		100,025		100,025
Shares outstanding end of period		100,025		—
Shares created		—		—
Shares redeemed		—		—
Shares liquidated		—		(100,025	)
Per share NAV beginning of period	$	41.14	$	37.33
Per share NAV end of period	$	27.27	$	—

~~disclosures~~1. ~~that~~The ~~the~~Direxion ~~Funds~~Daily ~~and~~Gold ~~the~~Bear ~~Trust~~3X ~~may~~Shares ~~make~~commenced ~~directly~~liquidation toprocedures ~~them or through reports that the Funds and the Trust in the future files with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports~~ on ~~Form~~December ~~10-K~~29, ~~quarterly reports on Form 10-Q and current reports on Form 8-K~~2014.

~~Introduction~~Direxion Daily Gold Bull 3X Shares

~~Direxion~~During ~~Shares~~the ~~ETF~~quarter ~~Trust~~and IIsix ~~was~~months ~~organized~~ended asDecember a31, ~~Delaware~~2014, ~~statutory~~the ~~trust~~decrease onin ~~July 12,~~the ~~2010~~Fund’s ~~and~~NAV isresulted ~~currently~~from ~~organized~~the ~~into~~cumulative ~~twelve~~effect ~~separate~~of the Fund ~~series~~seeking ~~(each~~daily ainvestment ~~“Fund”~~results ~~and~~(before ~~collectively,~~fees ~~the~~and ~~“Funds”~~expenses): ~~Direxion~~that ~~Daily~~correspond ~~Gold~~to ~~Bull~~300% 3Xof ~~Shares,~~the ~~Direxion~~daily ~~Daily~~performance of the Gold ~~Bear~~Benchmark 3XFuture ~~Shares~~Contract. Specifically, ~~Direxion~~the ~~Daily~~benchmark ~~Silver~~for ~~Bull~~the 3XGold ~~Shares,~~Funds ~~Direxion~~is ~~Daily~~the ~~Silver~~daily ~~Bear~~last 3Xsale ~~Shares,~~price ~~Direxion~~value ~~Daily~~occurring ~~Japanese~~on ~~Yen~~or ~~Bull~~before 3X4:00 ~~Shares,~~p.m. ~~Direxion~~E.T. ~~Daily~~of ~~Japanese~~a ~~Yen~~standard ~~Bear~~futures 3Xcontract ~~Shares,~~for ~~Direxion~~the ~~Daily~~current ~~Dollar~~active ~~Bull~~month 3Xfor ~~Shares~~100 troy ounces of gold, ~~Direxion~~specified ~~Daily~~by ~~Dollar~~the ~~Bear~~CME 3Xto ~~Shares,~~be ~~Direxion~~of ~~Daily~~a ~~Euro~~grade ~~Bull~~and 3Xquality ~~Shares,~~that ~~Direxion~~shall ~~Daily~~assay ~~Euro~~to ~~Bear~~a 3Xminimum ~~Shares,~~of ~~Direxion~~995 ~~Daily~~fineness, ~~Gold~~as ~~Bear~~measured 1Xin ~~Shares~~U.S. Dollars and cents per ~~Direxion~~troy ~~Daily~~ounce ~~Silver~~with ~~Bear~~a 1Xminimum ~~Shares~~fluctuation of $0.10 ~~Each~~per ~~series~~troy ofounce. For the ~~Trust~~quarter ~~listed~~and ~~above~~six ~~issues~~months ~~common~~ended ~~units~~December of31, ~~beneficial~~2014, ~~interest~~the ~~which~~Fund’s ~~represent~~daily ~~units~~performance ofhad ~~fractional~~a ~~undivided~~statistical ~~beneficial~~correlation ~~interest~~over in0.99 ~~and~~to ~~ownership~~3x of ~~that~~the ~~respective~~inverse ~~Fund~~of ~~(“Shares”).~~the daily performance of its benchmark.

~~Each~~The Fund’s ~~Shares~~per ~~will~~Share beNAV ~~offered~~decrease ~~separately~~of -10.03% ~~The~~for ~~Shares~~the ofquarter ~~each~~ended ~~Fund~~December ~~will~~31, be2014, ~~listed~~was onprimarily ~~the~~due ~~New~~to ~~York~~depreciation in ~~Stock~~the ~~Exchange~~value ~~(“NYSE Arca”).~~of Asthe assets of ~~September 30,~~the ~~2014,~~Fund ~~each~~during of the ~~Funds~~quarter. ~~had~~During ~~seed~~the ~~capital~~quarter ofended $1December 31,~~000~~ 2014, ~~but~~the ~~only~~Fund’s ~~two~~per ofShare ~~the~~NAV ~~Funds,~~reached ~~Direxion~~its ~~Daily~~high ~~Gold~~for ~~Bull~~the 3Xquarter ~~Shares,~~on ~~Direxion~~October ~~Daily~~21, ~~Gold~~2014 ~~Bear~~at 3X$33.24 ~~Shares~~per ~~(“Gold~~Share 3Xand ~~Funds”),~~reached ~~commenced~~its ~~trading~~low onfor the ~~NYSE Arca~~quarter on November ~~April 10~~5, 2014 at $25.29 ~~For~~per Share. During the quarter ended ~~September 30~~December 31, 2014, ~~other~~the ~~than~~Gold Bull 3X Fund returned -10.03% while the benchmark’s return decreased 2.20%. This is a result of the Gold Bull 3X ~~Funds~~Fund noattempt ~~other~~to ~~Funds~~provide ~~had~~daily ~~commenced~~leveraged investment ~~operations~~results (before fees and expenses) that correlate to three times (300%) of the daily return of its target benchmark.

~~Direxion~~ The ~~Asset Management, LLC (the “Sponsor”) serves as the Trust~~Fund’s ~~commodity~~per ~~pool~~Share ~~operator~~NAV ~~with~~decrease ~~the~~of U-33.S.71% ~~Commodity~~for ~~Futures Trading~~the ~~Commission~~six ~~(“CFTC”)~~months ~~and~~ended isDecember a31, ~~member~~2014, ofwas ~~the~~primarily due ~~National~~to ~~Futures~~depreciation ~~Association~~in ~~(“NFA”).~~the ~~Wilmington~~value ~~Trust~~of ~~Company serves as~~ the ~~Trustee~~assets of the ~~Trust~~Fund (during the ~~“Trustee”)~~quarter. ~~The~~During ~~Funds~~the ~~are~~six ~~commodity~~months ~~pools,~~ended asDecember ~~defined~~31, ~~under~~2014, the ~~Commodity~~ ~~Exchange~~Fund’s ~~Act~~per ~~(the~~Share ~~“CEA”)~~NAV ~~and~~reached ~~the~~its ~~applicable~~high ~~regulations~~for of the ~~CFTC~~period ~~are~~on ~~operated~~July by11, ~~the~~2014 ~~Sponsor~~at $41.90 ~~The~~per ~~Trust~~Share isand ~~not~~reached anits ~~investment~~low ~~company registered under~~ for the ~~Investment~~quarter ~~Company~~on ~~Act~~November ~~of 1940~~5, as2014 ~~amended~~at $25.29 ~~Each~~per ~~Fund~~Share. ~~seeks~~During ~~to provide daily leveraged investment results (before fees and expenses) which correspond to~~ the ~~performance~~six ofmonths aended ~~particular~~December ~~index~~31, ~~commodity~~2014, orthe ~~currency~~Gold onBull a3X ~~given~~Fund ~~day~~returned -33.71% ~~Groups~~while ~~of Funds are collectively referred to in~~ the ~~quarterly~~benchmark’s ~~report~~return ondecreased ~~Report~~11.08%. ~~10-Q~~This ~~in several~~is ~~different~~a ~~ways.~~result ~~The~~of ~~Funds with~~ the ~~word~~Gold “Bull” in3X ~~their~~Fund ~~name~~ attempt to provide daily leveraged investment results (before fees and expenses) that correlate ~~positively~~ to ~~the~~three ~~return~~times (300%) of ~~an index or benchmark. The Funds with~~ the ~~word “Bear” in their name attempt to provide~~ daily ~~leveraged investment results that correlate negatively to the~~ return of anits ~~index~~target or benchmark.

~~The~~Direxion ~~Bull~~Daily 3XGold ~~Funds attempt to provide daily leveraged investment results (before fees and expenses) that correlate positively to three times (300%) the daily return of its target benchmark. The~~ Bear 3X ~~Funds~~Shares attempt to provide daily leveraged investment results (before fees and expenses) that correlate to three times the inverse (-300%) of the daily return of its target benchmark. The Bear 1X Funds attempt to provide daily investment results (before fees and expenses) that correlate negatively to the return of an index or benchmark. These Bear Funds seek -100% of the returns of their benchmark indices. None of the Funds seek to achieve their stated objective over a period greater than one day.

~~Each~~The Direxion ~~Fund~~Daily ~~intends~~Gold toBear ~~obtain~~3X ~~exposure~~Shares commenced liquidation procedures on December 29, 2014. Prior to ~~its~~the ~~benchmark~~Fund’s byliquidation, ~~taking long~~the orFund ~~short~~sought ~~positions~~daily ininvestment ~~futures~~results ~~contracts~~(before onfees ~~its~~and ~~underlying~~expenses) ~~commodity~~that orcorrespond ~~currency,~~to as-300% ~~applicable.~~of Inthe daily performance of the ~~event~~Gold ~~position~~Benchmark ~~accountability~~Future ~~rules~~Contract. orSpecifically, ~~position~~the ~~limits~~benchmark ~~are~~for ~~reached~~the ~~with~~Gold ~~respect~~Funds tois the daily last sale price value occurring on or before 4:00 p.m. E.T. of a standard futures ~~contracts,~~contract for the ~~Sponsor~~current ~~may,~~active inmonth ~~its commercially~~for ~~reasonable~~100 ~~judgment~~troy ounces of gold, specified ~~cause~~by the ~~effected~~CME ~~Fund~~ to ~~obtain~~be ~~exposure~~of a grade and quality that shall assay to ~~its~~a ~~benchmark~~minimum ~~through~~of ~~cash-settled~~995 fineness, ~~exchanged-traded~~as ~~swaps~~measured ~~and~~in ~~other~~U.S. ~~over-the-counter~~Dollars ~~transactions~~and ~~that~~cents ~~are~~per ~~based~~troy onounce ~~the~~with ~~price~~a minimum fluctuation of $0.10 per troy ounce. For the ~~futures~~quarter ~~contracts~~and ~~(“Financial Instruments”),~~six ifmonths ~~such~~ended ~~instruments~~December 31, ~~tend~~2014, tothe ~~exhibit~~Fund’s ~~trading~~daily ~~prices~~performance orhad ~~returns~~a ~~that~~statistical ~~correlate~~correlation ~~with~~over ~~the~~0.99 ~~related~~to ~~futures~~3x ~~contract~~of ~~and~~the ~~will~~inverse ~~further~~of the ~~investment~~daily ~~objective~~performance of ~~such~~its ~~Fund~~benchmark.

~~Each~~Net ~~Fund~~Income/Loss seeks investment results for a single day only, not for longer periods. A “single day” is measured from the time a Fund calculates its respective net asset value per Share to the time of the Fund’s next NAV calculation. This is different from most exchange-traded funds and means that the return of such Fund for a period longer than a single trading day will be the result of each day’s returns compounded over the period, which will very likely differ from -1 time, -3 times or 3 times of the return of the index to which

33The following table provides summary income information for the Gold 3X Funds for the quarter ended December 31, 2014:


	Direxion Daily Gold Bull 3X Shares			Direxion Daily Gold Bear 3X Shares¹
Net investment loss	$	(22,430	)	$	(25,110	)
Management fee		6,990			11,400
Net realized gain (loss)		(914,908	)		838,851
Change in net unrealized appreciation (depreciation)		634,139			(925,268	)
Net income (loss)		(303,199	)		(111,527	)

~~such~~The ~~Fund~~following istable ~~benchmarked~~provides ~~for~~summary ~~that~~income ~~period.~~information ~~In periods of higher market volatility, the volatility of the benchmark may be at least as important to a Fund’s return~~ for the ~~period~~Gold as3X ~~the return of the benchmark. These~~ Funds ~~are riskier than similarly benchmarked exchange-traded funds that are not leveraged or inversed. Accordingly, these Funds may not be suitable~~ for ~~all~~the ~~investors~~six ~~and~~months ~~should be used only by knowledgeable investors who~~ended ~~understand~~December ~~the potential consequences of seeking daily leveraged~~31, ~~inverse~~2014: ~~or inverse leveraged investment results. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily.~~


	Direxion Daily Gold Bull 3X Shares			Direxion Daily Gold Bear 3X Shares¹
Net investment loss	$	(46,444	)	$	(49,523	)
Management fee		15,801			21,252
Net realized gain (loss)		(879,650	)		702,733
Change in net unrealized appreciation (depreciation)		(460,490	)		369,178
Net income (loss)		(1,386,584	)		1,022,388

~~Liquidity~~1. ~~and~~The ~~Capital~~Direxion ~~Resources~~Daily Gold Bear 3X Shares commenced liquidation procedures on December 29, 2014.

~~A significant~~Item ~~portion of the NAV of each Fund is likely to be held in cash and/or U~~3.S. ~~Treasury~~Quantitative ~~Securities or other high credit quality short-term fixed-income or similar securities as described above. A portion of these investments may be posted as collateral in connection with swap agreements~~ and~~/or~~ ~~used~~Qualitative asDisclosures ~~margin~~About ~~for~~Market ~~each Fund’s trading in futures~~Risk. Margin requirements in respect of swap agreements are the subject of pending rule proposals issued by the CFTC and the U.S. bank regulators. It is possible that increased margin will apply to swap agreements upon adoption of the new requirements by these regulators. The percentage that U.S. Treasury bills and other short-term fixed-income securities will bear to the total net assets of each Fund will vary from period to period as the market values of the underlying swaps, futures contracts and forward contracts change. During the quarter ended September 30, 2014, each of the Funds earned interest income as follows:

	Interest IncomeQuarter EndedSeptember 30, 2014
Direxion Daily Gold Bull 3X Shares*	$	83
Direxion Daily Gold Bear 3X Shares*		93

Quantitative Disclosure

~~Each~~For ~~Fund’s underlying futures and swaps, as~~ the ~~case~~quarter ~~may~~ended beDecember 31, ~~will~~2014 ~~be subject to periods of illiquidity because of market conditions, regulatory considerations and~~ other ~~reasons.~~than ~~For example, swaps are not presently traded on an exchange, do not have uniform terms and conditions, and in general are not transferable without~~ the ~~consent~~Gold of3X ~~the counterparty.~~Funds ~~Additionally,~~no atother ~~the~~Funds ~~present~~had ~~time,~~commenced ~~most swaps are not centrally cleared and vary in terms of standardization, which may further contribute to their lack of liquidity~~operations. InEffective ~~the case of futures contracts~~December 29, ~~commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily limits.” During a single day~~2014, ~~no trades may be executed at prices beyond~~ the ~~daily limit. Once the price of a futures contract has~~ ~~increased~~Direxion orDaily ~~decreased~~Gold byBear an3X ~~amount~~Shares ~~equal to the daily limit, such positions can neither be taken nor~~ liquidated unless the traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent a Fund from promptly liquidating its ~~futures positions~~assets.

34Commodity Price Sensitivity

~~Table~~The Direxion Daily Gold Bull 3X Shares are exposed to commodity price risk through its holdings of ~~Contents~~Financial Instruments. The following table provides information about each Fund which were sensitive to commodity price risk. As of December 31, 2014, the Fund’s positions were as follows:

~~Entry~~Futures ~~into~~Positions ~~non-cleared~~as ~~swap~~of ~~agreements or forward contracts will further impact liquidity because these contractual agreements are executed on a principal-to-principal basis between private parties and therefore~~December 31, ~~the~~2014 time required to offset or “unwind” these positions may be greater than that for cleared and/or exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

~~The~~Direxion ~~large~~Gold ~~size~~Bull of3X ~~the positions in which a~~ Fund may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Investments related to one benchmark, which in many cases is highly concentrated.

Because each Fund will enter trade futures and may enter into swap agreements, its capital will be at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). Credit risk is greater for non-cleared swaps than for futures or cleared swaps.


Contract	Long or Short	Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold Futures (COMEX)	Long		February 2015		65	$	1,184.10		100	$	8,046,739
Mini Gold Futures (ICE)	Long		February 2015		13	$	1,184.10		33.2	$	500,197

~~Market~~Gold ~~Risk~~Bull 3X Fund

~~Trading~~The inDecember 31, 2014 long futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The long notional values will ~~involve~~increase ~~each~~(decrease) ~~Fund~~proportionally ~~entering~~with ~~into~~increases ~~contractual~~(decreases) ~~commitments~~in tothe ~~purchase~~price orof ~~sell~~the afutures ~~commodity~~contract, ~~underlying~~as aapplicable. ~~Fund’s~~Additional ~~benchmark~~gains at(losses) aassociated ~~specified~~with ~~date~~these ~~and~~contracts ~~price,~~will ~~should~~be itequal to ~~hold~~any such ~~futures~~subsequent ~~contract~~increase ~~into~~(decreases) ~~the~~in ~~deliverable~~notional ~~period.~~values, ~~Should~~before aaccounting ~~Fund~~for ~~enter~~spreads ~~into a~~or ~~contractual~~transaction ~~commitment~~or financing costs. The Fund will generally attempt to ~~sell~~adjust aits ~~physical~~positions ~~commodity,~~in itFinancial ~~would~~Instruments beeach ~~required~~day to ~~make~~have ~~delivery~~$3.00 of ~~that~~long exposure ~~commodity~~to atthe Index for every $1.00 of net assets. While the ~~contract~~above information properly represents the then current commodity price risk and ~~then~~is ~~repurchase~~adequate ~~the~~for ~~contract~~estimating atthe ~~prevailing~~following ~~market~~day’s ~~prices~~gains or ~~settle~~losses, inestimates ~~cash.~~of ~~Since~~future ~~the~~values ~~repurchase~~over longer ~~price~~periods toshould ~~which~~ take the ~~value~~Fund’s ofdaily arebalancing ~~commodity~~efforts ~~can~~into ~~rise~~account. isFuture ~~unlimited~~period returns, ~~entering~~before ~~into~~fees ~~commitments~~and toexpenses, ~~sell~~cannot ~~commodities~~be ~~would~~estimated ~~expose~~simply aby ~~Fund~~estimating tothe ~~theoretically~~return ~~unlimited~~of ~~risk~~the Index and multiplying by three.

~~Each~~See ~~Fund’s~~“Item ~~exposure~~1A. toRisk ~~market~~Factors” ~~risk will be influenced by a number of factors including the liquidity of the markets~~ in ~~which~~ the ~~contracts~~ ~~are~~Annual ~~traded~~Report ~~and~~on ~~the~~Form ~~relationships~~10-K ~~among~~for ~~the~~additional ~~contracts~~information ~~held.~~regarding ~~The~~performance ~~inherent~~for ~~uncertainty~~periods oflonger ~~each~~than ~~Fund’s trading as well as the development of drastic market occurrences could ultimately lead to~~ a ~~loss~~single ~~of all or substantially all of investors’ capital~~day. ~~For more information, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this quarterly report on Form 10-Q.~~

~~Credit~~Qualitative ~~Risk~~Disclosure

~~When~~As adescribed above in Item 2 of this quarterly report on Form 10-Q, it is the investment objective of each Bull and Bear Fund ~~enters~~to ~~into futures~~seek ~~contracts~~daily investment results, ~~swap~~before ~~agreements~~fees orand ~~forward~~expenses, ~~contract~~which correspond to a multiple, the ~~Fund~~inverse ~~will~~or bean ~~exposed~~inverse multiple of the daily performance, whether positive or negative, of its corresponding benchmark. The Bull 3X Funds attempt to ~~credit~~provide ~~risk~~daily leveraged investment results (before fees and expenses) that correlate positively to three times (300%) the ~~counterparty~~daily return of its target benchmark. The Bear 3X Funds attempt to provide daily leveraged investment results (before fees and expenses) that correlate to three times the ~~contract~~inverse ~~will~~(-300%) ~~not~~of ~~meet~~the daily return of its ~~obligations~~target benchmark. None of the Funds seek to achieve their stated objective over a period greater than one day.

~~The~~Each ~~counterparty~~Fund ~~for~~intends ~~futures~~to ~~contracts~~obtain ~~traded~~exposure onto ~~exchanges~~its isbenchmark ~~the~~by ~~clearing~~taking long ~~house~~or ~~associated~~short ~~with~~positions ~~the~~in ~~particular~~futures ~~exchange~~contracts on its underlying commodity or currency, as applicable. In ~~general,~~the ~~clearing houses~~event ~~are~~position ~~backed~~accountability byrules ~~their~~or ~~corporate~~position ~~members~~limits ~~who~~are ~~may~~reached bewith ~~required~~respect to ~~share~~the infutures contracts, the ~~financial~~Sponsor ~~burden~~may, ~~resulting~~in ~~from~~its commercially reasonable judgment, cause the ~~nonperformance~~effected byFund ~~one~~to ofobtain ~~their~~exposure ~~members~~to ~~and,~~its asbenchmark ~~such~~through cash-settled, ~~should~~exchanged-traded ~~significantly~~swaps ~~reduce~~and ~~this~~other ~~credit~~over-the-counter ~~risk.~~transactions Inthat ~~cases~~are ~~where~~based on the ~~clearing~~price ~~house~~of the futures contracts (“Financial isInstruments”), ~~not~~if ~~backed~~such byinstruments ~~the~~tend ~~clearing~~to ~~members,~~exhibit ittrading ~~may~~prices beor ~~backed~~returns bythat acorrelate ~~consortium~~with ofthe ~~banks~~related orfutures ~~other~~contract ~~financial~~and ~~institutions~~will further the investment objective of such Fund.

~~Certain~~Each ~~swap~~Fund ~~and forward~~seeks ~~agreements~~investment ~~are~~results ~~contracted~~for a single day only, not for ~~directly~~longer ~~with~~periods. ~~counterparties~~A “single day” is measured from the time a Fund calculates its respective net asset value per Share to the time of the Fund’s next NAV calculation. ~~There~~This ~~can~~is bedifferent nofrom ~~assurance~~most exchange-traded funds and means that ~~any~~the ~~counterparty~~return of such Fund for a period longer than a single trading day will be the result of each day’s returns compounded over the period, ~~clearing~~which ~~member~~will very likely differ from -3 times or ~~clearing~~3 ~~house~~times ~~will~~of ~~meet~~the ~~its~~return ~~obligations~~of the index to awhich such Fund is benchmarked for that period. In periods of higher market volatility, the volatility of the benchmark

~~Forward~~may ~~agreements~~be ~~do not involve the delivery of assets~~ at ~~the~~least ~~onset~~as ofimportant to a ~~transaction,~~Fund’s ~~but~~return ~~may~~for ~~be settled physically in~~ the ~~underlying~~period ~~asset if~~as ~~such contracts are held to expiration, particularly in~~ the ~~case~~return of ~~currency~~the ~~forwards~~benchmark. ~~Thus,~~These ~~prior~~Funds are toriskier ~~settlement,~~than ifsimilarly ~~the~~benchmarked ~~counterparty~~exchange-traded tofunds ~~a forward contract defaults, a Fund’s risk of loss will generally consist of the net amount of payments~~ that ~~the~~are ~~Fund~~not isleveraged ~~contractually~~or ~~entitled~~inversed. ~~to receive~~Accordingly, ifthese ~~any.~~funds ~~However,~~may ifnot ~~physically~~be ~~settled~~suitable ~~forwards~~for ~~are~~all ~~held~~investors ~~until~~and ~~expiration~~should ~~(presently,~~be ~~there~~used isonly noby ~~plan~~knowledgeable toinvestors dowho ~~this),~~understand at the ~~time~~potential consequences of ~~settlement,~~seeking adaily ~~Fund~~leveraged, ~~may~~inverse beor atinverse ~~risk~~leveraged ~~for~~investment ~~the~~results. ~~full~~Shareholders ~~notional~~who ~~value~~invest of in the ~~forward~~Funds ~~contracts~~should ~~depending~~actively onmanage ~~the~~and ~~type~~monitor oftheir ~~settlement~~investments, ~~procedures~~as ~~used~~frequently as daily.

35Primary Market Risk Exposure

~~Table~~The primary market risks that the Funds are exposed to depend on each Fund’s investment objective and corresponding benchmark as described above in the Primary Investment Strategies. Each Fund’s exposure to market risk is further influenced by a number of ~~Contents~~factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

~~Swap~~Trading in certain futures contracts or forward agreements doinvolves ~~not~~each ~~generally~~Fund ~~involve~~entering ~~the~~into ~~delivery~~contractual ofcommitments ~~securities~~to purchase or ~~other~~sell a commodity underlying ~~assets either~~a Fund’s benchmark at ~~the~~a ~~outset~~specified ofdate aand ~~transaction~~price, should it hold such futures contracts or ~~upon~~forward ~~settlement~~agreements into the deliverable period. ~~Accordingly,~~Should ifa ~~the~~Fund ~~counterparty~~enter tointo a ~~swap~~contractual ~~agreement~~commitment ~~defaults~~to sell a physical commodity, ~~the~~it ~~Fund’s~~is ~~risk~~required ofto ~~loss~~make ~~consists~~delivery of that commodity at the ~~net~~contract ~~amount~~price ofand ~~payments~~then ~~that~~repurchase the ~~Fund~~contract isat ~~contractually~~prevailing ~~entitled~~market prices or settle in cash. Since the repurchase price to ~~receive~~which the value of a commodity can rise is unlimited, ifentering ~~any~~into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

~~The~~Managing ~~Sponsor~~Market ~~will~~Risks ~~attempt to minimize certain of these market and credit risks by normally:~~

•Each ~~executing~~Fund ~~and~~seeks ~~clearing~~to remain ~~trades~~fully ~~with~~exposed ~~creditworthy~~to ~~counterparties,~~the ascorresponding ~~determined~~benchmark at the levels implied by the ~~Sponsor;~~relevant investment objective (-3x, or 3x), regardless of market direction or sentiment. At the close of the relevant markets each trading day (see NAV calculation times), each Fund will seek to position its portfolio so that its exposure to its benchmark is consistent with its investment objective. No attempt is made to adjust market exposure in order to avoid changes to the benchmark that would cause the Funds to lose value. Factors common to all Funds that may require portfolio re-positioning are create/redeem activity and index rebalances.

•The ~~limiting~~Funds seek daily investment results, which should not be equated with seeking an investment goal for shorter than a day. Thus, an investor who purchases Fund shares after the ~~outstanding~~close ~~amounts~~of ~~due~~the markets on one trading day and before the close of the markets on the next trading day will likely have more, or less, than the target investment exposure to the benchmark, depending upon the movement of the benchmark from ~~counterparties~~the end of one trading day until the ~~Funds;~~time of purchase. If the benchmark moves in a direction favorable to the Fund the Fund’s net assets will rise by the same amount as the Fund’s exposure. Conversely, if the benchmark moves in a direction adverse to the Fund, the Fund’s net assets will decline by the same amount as the Fund’s exposure. Since each Fund starts each trading day with exposure to the benchmark equal to its target (i.e. 300%, -300%), a change in both exposure and the net assets of a Fund by the same amount results in a change in the comparative relationship of the two. As an example (using simplified numbers), if a Leveraged Bull Fund had $100 in net assets at the market close on Day 1, it would seek $300 of exposure to the next-trading-day’s benchmark performance. If the benchmark rose by 1% on the following trading day, the exposure of the Fund will have risen by 1% to $303 and the net assets will have risen by that $3 gain to $103. With net assets of $103 and exposure of $303, an investor at that point would be receiving 294% exposure of her investment instead of 300%.

•There ~~not~~can ~~posting~~be ~~margin~~no ~~directly~~guarantee that a Fund will achieve a high degree of correlation with its investment objective relative to its benchmark. A failure to achieve a ~~counterparty;~~high degree of correlation may prevent a Fund from achieving its investment objective. A number of factors may adversely affect a Fund’s correlation with its benchmark, including fees, expenses, transaction costs, costs associated with the Funds’ use of leveraged investment techniques, income items and accounting standards. 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. Each Leveraged Fund seeks to rebalance its portfolio daily to keep leverage consistent with each Fund’s daily investment objective. Each Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of its benchmark for periods other than a single day. Each Fund rebalances its portfolio on a daily basis, increasing exposure in response to that day’s gains or reducing exposure in response to that day’s losses. This means that for a period longer than one day, the pursuit of daily goals may result in daily leveraged compounding for the Funds. It also means that the return of a benchmark over a period of time greater than one day multiplied by the Fund’s daily target generally will not equal the Fund’s performance over that same period. As a result, over time, the cumulative percentage increase or decrease in the value of the Fund’s portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Fund’s underlying benchmark due to the compounding effect of losses and gains on the returns of the Fund. The effect of compounding becomes more pronounced on the Fund’s performance as the Index experiences volatility.

•The ~~limiting~~Funds may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular commodity or currency. The Funds will use 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 Sponsor believes that the other party to the transaction is creditworthy. The use of swap agreements involves risks that are different from those associated with ordinary futures 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 ~~margin~~the default or ~~premium~~bankruptcy ~~posted~~of ata swap agreement counterparty. In addition, the ~~FCM;~~Funds may enter into swap agreements with a limited number of counterparties, which may increase the Fund’s exposure to counterparty credit risk. Swap agreements and other counterparty instruments also may be considered to be illiquid. Further, there is a risk that no suitable counterparties will be 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.

•Each ~~ensuring~~Fund is subject to market risks that ~~deliverable~~can ~~contracts~~affect ~~are~~the ~~not~~value ~~held~~of toits ~~such~~shares. aThese ~~date~~risks ~~when~~include ~~delivery~~political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of anthe market. A 3X Bull Fund typically would lose value on a day when its underlying ~~asset~~benchmark ~~could~~declines. beA ~~called~~3X ~~for~~Bear Fund typically would lose value on a day when its underlying benchmark increases.

~~The~~Commodity ~~FCM~~Price ~~for~~Sensitivity each Fund, in accepting orders for the purchase or sale of domestic futures contracts, will be required by CFTC regulations to separately account for and segregate as belonging to the Fund, all assets of the Fund relating to domestic futures trading, and the FCM will not be allowed to commingle such assets with other assets of the FCM.

OnWith ~~November 14,~~regard ~~2012,~~to the ~~CFTC~~Commodity ~~proposed new regulations that would require enhanced customer protections~~Funds, ~~risk~~several ~~management~~factors ~~programs, internal~~may ~~monitoring~~affect and controls, capital and liquidity standards, customer disclosures, and auditing and examination programs for FCMs. The proposed rules are intended to afford greater assurances to market participants that: customer segregated funds and secured amounts are protected; customers are provided with appropriate notice of the ~~risks~~price of ~~futures~~a ~~trading~~commodity ~~and~~underlying ofa ~~the~~Commodity ~~FCMs~~Fund, ~~with which they may choose to do business; FCMs are monitoring~~ and ~~managing risks~~ in aturn, ~~robust manner;~~ the ~~capital~~Financial ~~and~~Instruments ~~liquidity of FCMs are strengthened to safeguard their continued operations;~~ and ~~the~~other ~~auditing~~assets, ~~and~~if ~~examination~~any, ~~programs~~owned ofby ~~the~~such ~~CFTC and the self-regulatory organizations (“SROs”) are monitoring the activities of FCMs in~~ a ~~thorough manner.~~Fund, ~~The~~including, ~~final~~but ~~regulations have~~ not ~~yet~~limited ~~been~~to: ~~adopted.~~

~~Off-Balance~~• ~~Sheet~~The ~~Arrangements~~recent proliferation of commodity linked exchange traded products and ~~Contractual~~their ~~Obligations~~unknown effect on the commodity markets.

As• ofLarge ~~September 30,~~purchases ~~2014~~or ~~and~~sales ~~June~~of ~~30,~~physical ~~2014,~~commodities ~~the~~by ~~Funds have not utilized, nor do they expect to utilize in~~ the ~~future,~~official ~~special~~sector. ~~purpose entities~~Governments toand ~~facilitate~~large ~~off-balance~~institutions ~~sheet financing arrangements and~~ have nolarge ~~loan~~commodities ~~guarantee~~holdings ~~arrangements~~ or ~~off~~may ~~balance~~establish ~~sheet~~major ~~arrangements~~commodities ofpositions. ~~any~~For ~~kind~~example, ~~other~~a ~~than~~significant ~~agreements~~portion ~~entered~~of ~~into in~~ the ~~normal~~aggregate ~~course~~world ofgold ~~business,~~holdings ~~which~~is ~~may~~owned ~~include indemnification~~by ~~provisions~~governments, ~~related~~central tobanks ~~certain~~and ~~risks~~related ~~service~~institutions. ~~providers~~If ~~undertake~~one inor ~~performing~~more ~~services~~of ~~which~~these ~~are~~institutions indecides ~~the~~to ~~best~~buy ~~interests~~or ofsell ~~the~~any ~~Funds.~~commodity ~~While~~in ~~each~~amounts ~~Fund’s~~large ~~exposure~~enough ~~under~~to ~~such~~cause ~~indemnification~~a ~~provisions~~change ~~cannot~~in beworld ~~estimated~~prices, ~~these general~~the ~~business~~price ~~indemnifications~~of ~~are~~Shares ~~not~~based ~~expected~~upon ~~to have~~ a ~~material~~benchmark ~~impact~~related onto athat ~~Fund’s~~commodity ~~financial~~will ~~position.~~be affected.

~~Each~~• ~~Fund’s contractual~~Other ~~obligations~~political ~~are with the Sponsor, certain service providers and with any counterparty to a Financial Instrument~~factors. ~~Management~~In ~~fee~~addition ~~payments made~~ to the ~~Sponsor~~organized ~~are~~political ~~calculated~~and asinstitutional atrading-related ~~fixed~~activities ~~percentage~~described ofabove, ~~each~~peaceful ~~Fund’s~~political ~~NAV.~~activity As such, ~~the Sponsor~~as ~~cannot~~imposition ~~anticipate the amount~~ of ~~payments~~regulations ~~that~~or ~~will~~entry beinto ~~required~~trade ~~under~~treaties, ~~these~~as ~~arrangements~~well ~~for future periods~~ as ~~NAVs~~political ~~are~~disruptions ~~not~~caused ~~known~~by ~~until~~societal abreakdown, ~~future~~insurrection ~~date. Historical expenses are shown in the Statement of Income~~ and/or ~~Expenses.~~war ~~The agreement with the Sponsor~~ may begreatly ~~terminated~~influence bycommodities ~~either party upon 30 days written notice to the other party~~prices.

~~Critical~~• ~~Accounting~~Significant ~~Policies~~increases or decreases in the available supply of a physical commodity due to natural or technological factors. Natural factors would include depletion of known cost-effective sources for a commodity or the impact of severe weather on the ability to produce or distribute the commodity. Technological factors, such as increases in availability created by new or improved extraction, processing equipment and methods, or decreases caused by failure or unavailability of processing equipment, also materially influence the supply of commodities.

~~Preparation~~• ofSignificant ~~the~~increases ~~financial~~or ~~statements~~decreases ~~and related disclosures~~ in ~~compliance with accounting principles generally accepted in~~ the ~~United States~~demand offor ~~America~~a ~~requires~~physical ~~the~~commodity ~~application~~due of appropriate accounting rules and guidance, as well as the use of estimates. The Sponsor’s application of these policies involves judgments and actual results may differ from the estimates used. Each Fund expects to ~~have~~various ~~significant exposure to Financial Instruments~~factors. ~~The~~Factors ~~Funds~~would ~~hold~~include ajewelers’ ~~significant~~use ~~portion~~ of ~~their~~gold ~~assets~~ in ~~futures~~their items, ~~swaps~~ or ~~forward~~technological ~~contracts,~~factors ~~all~~that ofinclude ~~which~~such ~~are~~developments ~~recorded~~as onsubstitutes afor ~~trade~~industrial ~~date basis and at fair value in the financial~~ commodities.

36• A significant increase or decrease in commodity hedging activity by commodity producers. Should there be an increase or decrease in the level of hedge activity of commodity producing companies, countries and/or organizations, it could cause a change in world prices of any given commodity, causing the price of Shares based upon a benchmark related to that commodity to be affected.

~~Table~~• A significant change in the attitude of ~~Contents~~speculators and investors towards a commodity. Should the speculative community take a negative or positive view towards any given commodity, it could cause a change in world prices of any given commodity, the price of Shares based upon a benchmark related to that commodity will be affected.

~~statements,~~The ~~with~~impact of changes in ~~fair value reported in~~ the ~~Statement~~price of ~~Income~~a ~~and~~physical ~~Expenses.~~commodity ~~Assets~~will ofaffect ~~each~~investors ~~Fund~~differently depending ~~not~~upon ~~invested~~the inFund ~~Financial Instruments will be invested~~ in ~~cash~~which ~~and/or~~investors Uinvest.S. ~~Treasury Securities~~Decreases orin ~~other~~the ~~high~~price ~~credit~~of ~~quality~~an ~~short-term~~underlying ~~fixed-income~~commodity orwill ~~similar~~negatively ~~securities~~impact ~~(such~~the asperformance ~~shares~~ of ~~money~~Shares ~~market~~of ~~funds,~~a ~~bank~~3X ~~deposits,~~Bull ~~bank~~Fund ~~money market accounts, certain variable rate-demand notes~~ and ~~repurchase~~increases ~~agreements collateralized by government securities, whether denominated~~ in ~~U.S. or~~ the ~~applicable~~price ~~foreign~~of ~~currency~~an ~~with~~underlying ~~respect~~commodity towill anegatively ~~Currency~~impact ~~Fund) or other interest-bearing securities approved by~~ the performance ~~CFTC for investment~~ of ~~customer~~Shares ~~funds, each~~ of ~~which~~a ~~will~~3X beBear ~~held at fair value~~Fund.

~~The~~Item ~~use of fair value to measure Financial Instruments, with related unrealized gains or losses recognized in earnings in each period, is fundamental to the Trust’s and the Funds’ financial statements~~4. ~~The~~Controls fair value of a Financial Instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). For financial reporting purposes, the Gold, Silver, Yen and ~~Euro Funds value transactions based upon the daily last sale price value occurring on or before 4:00 p~~Procedures.m. E.T. of a standard futures contract for the current active month published by the CME on or before 4:00 p.m. E.T. The Dollar Funds value transactions based upon the daily last sale price value occurring on or before 4:00 p.m. E.T. of a standard futures contract for the current active month published by the ICE on or before 4:00 p.m. E.T. (the “Daily Last Sale Value”). Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of the Funds’ final creation/redemption NAV.

~~Short-term~~Disclosure ~~investments~~Controls ~~are~~and ~~valued~~Procedures at amortized cost which approximates fair value for daily NAV purposes. For financial reporting purposes, short-term investments are valued at their market price using information provided by a third-party pricing service or market quotations.

~~Derivatives~~The ~~(e.g.,~~Trust ~~futures, swaps~~ and ~~forward~~each ~~agreements)~~Fund ~~are~~maintain ~~generally~~disclosure ~~valued~~controls ~~using independent sources~~ and~~/or~~ ~~agreements with counterparties or other~~ procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver, Yen, Euro and Dollar Funds, are generally valued at the last settled price on the applicable exchange on which that ~~future trades. For financial reporting purposes, all futures contracts~~ are ~~valued~~designed atto ~~last~~ensure ~~settled price. If there was no sale on~~ that ~~day,~~material ~~and~~information ~~for~~required ~~non-exchange-traded derivatives, the Sponsor may in its sole discretion choose~~ to ~~determine a fair value~~be ~~price~~disclosed asin the ~~basis~~Trust’s ~~for~~periodic ~~determining~~reports ~~the~~filed ~~market~~or ~~value~~submitted ofby ~~such~~Rule ~~position~~13a ~~for~~– ~~such~~15(e) ~~day. Such fair value prices would be generally determined based on available inputs about the current value~~ of the ~~underlying~~Securities ~~financial~~Exchange ~~instrument~~Act orof ~~commodity~~1934, ~~and~~as ~~would be~~amended, ~~based~~is onrecorded, ~~principles~~processed, ~~that~~summarized ~~the Sponsor deems fair~~ and ~~equitable~~reported sowithin ~~long~~the astime ~~such~~period ~~principles~~specified ~~are~~in ~~consistent with normal industry standards. When market closing prices are not available,~~ the ~~Sponsor~~SEC’s ~~may fair value an asset of a Fund pursuant to the~~rules ~~policies~~and ~~the Sponsor has adopted, which are consistent with normal industry standards~~forms.

The ~~Funds~~duly ~~disclose~~appointed officers of the ~~fair~~Trust, ~~value~~including ofits ~~their~~principal executive officer and principal financial officer, who ~~investments~~perform infunctions equivalent to those of a ~~hierarchy~~principal ~~that~~executive ~~prioritizes~~officer and principal financial officer of the ~~inputs~~Trust toand ~~valuation~~Funds ~~techniques~~have ~~used~~evaluated tothe ~~measure~~effectiveness ~~fair~~of ~~value.~~the ~~See~~Trust’s ~~Note 5~~and ineach Fund’s disclosure controls and procedures and have concluded that the ~~Financial~~disclosure ~~Statements~~controls inand procedures of the Trust and each Fund have been effective as of September 30, 2014 covered by this quarterly report on Form 10-Q. ~~for~~Disclosure ~~further~~controls ~~information.~~and ~~Discounts~~procedures oninclude, ~~short-term~~without limitation, ~~securities~~controls ~~purchased~~and ~~are~~procedures ~~amortized~~designed ~~and~~to ~~reflected~~ensure asinformation ~~Interest~~required ~~Income~~to be disclosed in the ~~Statement~~reports under the Securities Exchange Act of ~~Income~~1934 is accumulated and ~~Expenses.~~communicated ~~Realized~~to ~~gains~~management, ~~(losses)~~as ~~and~~appropriate ~~changes~~to inallow ~~unrealized~~timely ~~gain~~decisions ~~(loss)~~regarding onrequired disclosure. ~~open~~Management ~~positions~~recognizes ~~are~~that ~~determined~~any oncontrols aand ~~specific~~procedures, ~~identification~~no ~~basis~~matter how well designed and ~~recognized~~ inoperated, ~~the~~can ~~Statement~~provide only reasonable assurance of ~~Income~~achieving their objectives, and ~~Expenses~~management innecessarily ~~the~~applies ~~period~~its judgment in ~~which~~evaluating the cost-benefit ~~contract~~relationship isof ~~closed~~possible orcontrols ~~the~~and ~~changes occur, respectively~~procedures.

~~Each Fund~~Changes ~~pays its respective brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged~~ in ~~connection~~Internal ~~with~~Control ~~trading~~over ~~activities~~Financial ~~for~~Reporting ~~each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis.~~

~~Section 107~~There ofwere ~~the~~no ~~JOBS~~changes ~~Act provides that an emerging growth company can take advantage of an extended transition period provided~~ in ~~Section 7(a)(2)(B)~~ of the ~~1933~~Trust’s ~~Act for complying with new~~ or ~~revised~~the ~~accounting~~Funds’ ~~standards.~~internal Incontrol ~~other~~over ~~words,~~financial anreporting ~~“emerging~~that ~~growth~~occurred ~~company”~~during ~~can delay~~ the ~~adoption~~quarter ofended December 31, ~~certain~~2014, ~~accounting~~that ~~standards~~have ~~until~~materially ~~those~~affected, ~~standards~~or ~~would~~are ~~otherwise~~reasonably ~~apply to~~likely ~~private companies. The Trust has elected~~ to ~~take~~materially ~~advantage~~affect, of the ~~benefits of this extended transition period. The~~ Trust’s ~~and~~or the Funds’ ~~financial~~internal ~~statements~~control ~~may~~over ~~therefore~~financial ~~not be comparable to those of companies that comply with such new or revised accounting standards~~reporting.

37Certifications

~~Table~~The certifications by the Principal Executive Officer and Principal Financial Officer of ~~Contents~~the Trust required by Section 906 of the Sarbanes-Oxley Act of 2002, which are furnished as exhibits to this quarterly report on Form 10-Q, apply both to the Trust taken as a whole and each Fund, and the Principal Executive Officer and Principal Financial Officer of the Trust are certifying both as to the Trust taken as a whole and each Fund.

~~Results~~Part ofII. ~~Operations~~OTHER ~~for~~INFORMATION ~~the Quarter Ended September 30, 2014~~

~~Fund~~Item ~~Performance~~1. Legal Proceedings.

~~The~~There ~~following~~have ~~table~~been no material administrative, civil or criminal ~~provides~~action, ~~summary~~existing ~~performance~~or ~~information~~concluded ~~for~~filed against the ~~Gold~~Trust 3Xas ~~Funds~~of ~~for~~the quarter end. Also there have been no material administrative, civil or criminal action, existing or concluded, as of the quarter ~~ended~~end of the Trust, that have been filed against the Sponsor. Daniel D. O’Neill, a principal of the Sponsor, was named as a defendant in a purported class action lawsuit filed on September 3017, ~~2014:~~2009. The plaintiff, Evan Stoopler, filed a putative class action against several defendants, including Direxion Shares ETF Trust (“ETF Trust”) and Rafferty Asset Management, LLC (“Rafferty”) – both affiliates of the Sponsor – and the Sponsor’s Managing Director, Daniel D. O’Neill. The action was filed in the United States District Court for the Southern District of New York. Stoopler, on Behalf of Himself and All Other Similarly Situated v. Direxion Shares ETC Trust et al., 09-CV-8011-RJH. Two other largely identical lawsuits have since been filed by other plaintiffs, Milton Pfeiffer, on Behalf of Himself and All Other Similarly Situated v. Direxion Shares ETF Trust, et al., S.D.N.Y. 09-CV-8375 (RJH), and Thomas C. Longman on Behalf of Himself and All Other Similarly Situated v. Direxion Shares ETF Trust, et al., S.D.N.Y. 09-CV-8459 (RJH).

	Direxion DailyGold Bull3X Shares		Direxion DailyGold Bear3X Shares
NAV beginning of quarter	$	4,114,692	$	3,733,926
NAV end of quarter	$	3,031,307	$	4,867,841
Shares outstanding beginning of period		100,025		100,025
Shares outstanding end of period		100,025		100,025
Shares created		—		—
Shares redeemed		—		—
Per share NAV beginning of period	$	41.14	$	37.33
Per share NAV end of period	$	30.31	$	48.67

The lawsuits are purportedly brought on behalf of persons or entities who purchased or otherwise acquired shares in the Direxion Daily Financial Bear 3X Shares, a series of the ETF Trust. The complaints allege that the defendants violated Sections 11 and 15 of the Securities Act of 1933, 15 U.S.C. § 77k and 15 U.S.C. § 77o, respectively.

~~Direxion~~More ~~Daily~~particularly, ~~Gold~~the ~~Bull~~complaints 3Xallege ~~(“Gold~~that ~~Bull~~the 3XETF ~~Fund”)~~Trust’s registration statement contained incomplete and/or misleading information in that it failed to clearly disclose that, while the fund is designed to generate returns that approximate three times the inverse of the performance of its target benchmark on a daily basis, for longer time horizons, the fund’s performance differs substantially and unpredictably from three times the inverse of the performance of the target benchmark. The complaints additionally appear to suggest that the fund’s registration statement failed adequately to disclose that the fund may be unsuitable for most retail investors. The complaints allege that, as a result of these alleged disclosure deficiencies, investors suffered considerable damages.

~~During~~On ~~the~~January 13, ~~quarter~~2010, ~~ended~~and ~~September~~February 3017, ~~2014~~2010, ~~the~~respectively, ~~decrease~~plaintiffs inHoward ~~the~~Schwack ~~Fund’s~~and ~~NAV~~William ~~resulted~~Lee ~~from~~filed ~~the~~putative ~~cumulative~~class actions ~~effect~~against of the ~~Fund~~ETF ~~seeking daily~~Trust, ~~investment~~Rafferty ~~results~~and ~~(before~~Mr. O’Neill ~~fees~~in ~~and~~the ~~expenses)~~United ~~that~~States ~~correspond~~District toCourt ~~300%~~for of the ~~daily~~Southern ~~performance~~District of ~~the~~New ~~Gold~~York. ~~Benchmark~~Schwack ~~Future Contract~~v. ~~Specifically,~~Direxion ~~the~~Shares ~~benchmark~~ETF ~~for~~Trust ~~the~~et ~~Gold~~al., ~~Funds~~10-cv-00271-RJH; isLee ~~the~~v. ~~daily~~Direxion ~~last~~Shares ~~sale~~ETF ~~price~~Trust ~~value~~et ~~occurring on or before 4:00~~al., p10-cv-01273-UA.m. ~~E.T.~~Each of athese ~~standard~~complaints ~~futures~~raises ~~contract~~allegations ~~for~~generally ~~the~~similar ~~current~~to ~~active~~those ~~month~~that ~~for~~were ~~100~~made ~~troy~~in ~~ounces of gold, specified by~~ the ~~CME~~earlier tolawsuits beexcept ~~of a grade and quality~~ that ~~shall~~they ~~assay~~concern tothe aDirexion ~~minimum~~Daily ofEnergy ~~995~~Bear ~~fineness~~3X Shares, ~~as measured in U.S. Dollars and cents per troy ounce with~~ a ~~minimum~~different ~~fluctuation~~series of ~~$0.10 per troy ounce. For~~ the ~~quarter~~ETF ~~ended~~Trust ~~September 30,~~than ~~2014,~~ the ~~Fund’s~~Direxion Daily ~~daily~~Financial ~~performance~~Bear ~~had~~3X aShares ~~statistical~~that ~~correlation~~was ~~over 0.99 to 3x of~~ the ~~inverse~~subject of ~~the~~earlier ~~daily performance of its benchmark~~lawsuits.

~~The~~On ~~Fund’s~~behalf ~~per Share NAV decrease~~ of ~~-26.32% for~~ the ~~quarter~~putative ~~ended September 30~~class, ~~2014,~~the ~~was~~lawsuits ~~primarily~~sought ~~due to depreciation in the~~various ~~value~~forms of ~~the~~relief ~~assets~~against ofall ~~the~~defendants, ~~Fund~~including ~~during~~joint ~~the~~and ~~quarter.~~several ~~During~~liability ~~the~~for ~~quarter~~compensatory ~~ended September 30~~damages, ~~2014~~interest, ~~the~~punitive ~~Fund’s~~damages, ~~per~~costs ~~Share~~and ~~NAV~~expenses ~~reached~~plaintiffs ~~its~~incur ~~high~~in ~~for~~ the ~~quarter on July 11~~action, ~~2014~~including atcounsel ~~$41.90~~fees ~~per Share~~ and ~~reached~~expert ~~its low for the quarter on September 30~~fees, ~~2014~~recissory ~~at $30.31 per Share. During the quarter ended September 30~~relief, ~~2014,~~and ~~the Gold Bull 3X Fund returned -26.32% while the benchmark’s return decreased 9.08%. This is a result of the Gold Bull 3X Fund attempt to provide~~such ~~daily~~equitable/injunctive ~~leveraged~~or ~~investment~~other ~~results~~relief ~~(before~~as ~~fees~~deemed ~~and~~appropriate ~~expenses)~~by ~~that correlate to three times (300%) of~~ the ~~daily return of its target benchmark~~Court.

~~Direxion~~On ~~Daily~~January 31, ~~Gold~~2013, ~~Bear~~a 3Xsettlement ~~(“Gold~~was ~~Bear~~filed 3Xwith ~~Fund”)~~the Court. The settlement was between the ETF Trust, Rafferty, Mr. O’Neill and the other defendants and the plaintiffs including all those that qualified for the class definition defined in the settlement. The Court accepted the settlement on May 11, 2013.

~~During~~Item the quarter ended September 30, 2014, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to -300% of the daily performance of the Gold Benchmark Future Contract1A. ~~Specifically,~~Risk ~~the benchmark for the Gold Funds is the daily last sale price value occurring on or before 4:00 p~~Factors.m. E.T. of a standard futures contract for the current active month for 100 troy ounces of gold, specified by the CME to be of a grade and quality that shall assay to a minimum of 995 fineness, as measured in U.S. Dollars and cents per troy ounce with a minimum fluctuation of $0.10 per troy ounce. For the quarter ended September 30, 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 3x of the inverse of the daily performance of its benchmark.

~~The~~There ~~Fund’s~~have ~~per~~been ~~Share~~no ~~NAV~~material ~~increase~~changes ofto ~~30.38% for~~ the ~~quarter~~risk ~~ended~~factors ~~September 30,~~previously disclosed ~~2014, was primarily due to appreciation~~ in the ~~value of~~Post-Effective ~~the~~Amendment ~~assets of the Fund during the period~~No. ~~During the quarter ended September~~ ~~30,~~2 ~~2014,~~to the ~~Fund~~Trust’s ~~per~~Registration ~~Share~~Statement ~~NAV reached its high for the period~~ on ~~September 30~~Form S-1, ~~2014~~which atwas ~~$48.67~~declared ~~per~~effective ~~Share~~by ~~and reached its low for~~ the ~~period~~SEC on ~~July~~ October 1131, 2014 ~~at $36~~.55 ~~per Share. During~~

38Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Table~~Not ofapplicable. ~~Contents~~

~~the~~Item ~~quarter ended September 30, 2014, the Gold Bear 3X Fund returned 30~~3.~~38%~~ ~~while~~Defaults ~~the~~Upon ~~benchmark’s~~Senior ~~return decreased 9~~Securities.08%. This is a result of the Gold Bear 3X Fund attempt to provide daily leveraged investment results (before fees and expenses) that correlate to three times the inverse (-300%) of the daily return of its target benchmark.

~~Net~~Not ~~Income/Loss~~applicable.

~~The~~Item ~~following~~4. ~~table provides~~Mine ~~summary~~Safety ~~income information for the Gold 3X Funds for the quarter ended September 30, 2014:~~ Disclosures.

	Direxion DailyGold Bull3X Shares			Direxion DailyGold Bear3X Shares
Net investment loss	$	(24,014	)	$	(24,413	)
Management fee		8,811			9,852
Net realized gain (loss)		35,258			(136,118	)
Change in net unrealized appreciation (depreciation)		(1,094,629	)		1,294,446
Net income (loss)		(1,083,385	)		1,133,915

Not applicable.

~~The~~Item ~~Gold Bull 3X Fund’s net income decreased for the quarter ended September 30, 2014 primarily due to a decrease in the price of spot gold in U~~5.S. ~~dollar~~Other ~~terms~~Information. ~~The Gold Bear 3X Fund’s net income increased for the quarter ended September 30, 2014 primarily due to a decrease in the price of spot gold in U.S. dollar terms.~~

~~Item~~Monthly 3.Account ~~Quantitative~~Statements ~~and Qualitative Disclosures About Market Risk.~~

~~Quantitative~~Pursuant ~~Disclosure~~to the requirement under Rule 4.22 under the Commodity Exchange Act, each month the Trust and each Fund will publish account statements for each Fund’s unitholders, which include Statements of Income (Loss) and Statements of Changes in Net Asset Value. The account statements will be furnished to the SEC on a current report on Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act and posted each month on each Trust website at www.direxioninvestments.com.

~~For~~Item ~~the quarter ended September 30, 2014 other than the Gold 3X Funds no other Funds had commenced operations~~6. Exhibits.

Commodity Price Sensitivity


Exhibit No.		Description of Document

32.1		Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)

32.2		Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

~~The~~(1) ~~Gold Bull~~Filed ~~3X and Gold Bear 3X Funds are exposed to commodity price risk through its holdings of Financial Instruments~~herewith. ~~The following table provides information about each Fund which were sensitive to commodity price risk. As of September 30, 2014, each of the Fund’s positions were as follows:~~

~~Futures~~SIGNATURES ~~Positions as of September 30, 2014~~

~~Direxion~~Pursuant ~~Gold~~to ~~Bull~~the 3Xrequirements ~~Fund~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Contract	Long orShort	Expiration	Contracts		ValuationPrice		ContractMultiplier		Notional Amountat Value
Gold Futures (COMEX)	Long	December 2014		72	$	1,209.30		100	$	8,706,960
Mini Gold Futures (ICE)	Long	December 2014		10	$	1,209.90		33.2	$	401,687

DIREXION SHARES ETF TRUST II

/s/ Daniel D. O’Neill

By: Daniel D. O’Neill

Principal Executive Officer

Date: February 13, 2015

/s/ Patrick J. Rudnick

By: Patrick J. Rudnick

Principal Financial Officer

Date: February 13, 2015

Direxion Gold Bear 3X Fund

Contract	Long orShort	Expiration	Contracts		ValuationPrice		ContractMultiplier		Notional Amountat Value
Gold Futures (COMEX)	Long	December 2014		116	$	1,209.30		100	$	14,027,880
Mini Gold Futures (ICE)	Long	December 2014		14	$	1,209.90		33.2	$	562,362

Gold Bull 3X Fund

The September 30, 2014 long futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The long notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increase (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $3.00 of long exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by three.

Gold Bear 3X Fund

The September 30, 2014 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $3.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative three.

See “Item 1A. Risk Factors” in the Annual Report on Form 10-K for additional information regarding performance for periods longer than a single day.

Qualitative Disclosure

As described above in Item 2 of this quarterly report on Form 10-Q, it is the investment objective of each Bull and Bear Fund to seek daily investment results, before fees and expenses, which correspond to a multiple, the inverse or an inverse multiple of the daily performance, whether positive or negative, of its corresponding benchmark. The Bull 3X Funds attempt to provide daily leveraged investment results (before fees and expenses) that correlate positively to three times (300%) the daily return of its target benchmark. The Bear 3X Funds attempt to provide daily leveraged investment results (before fees and expenses) that correlate to three times the inverse (-300%) of the daily return of its target benchmark. None of the Funds seek to achieve their stated objective over a period greater than one day.

Each Fund intends to obtain exposure to its benchmark by taking long or short positions in futures contracts on its underlying commodity or currency, as applicable. In the event position accountability rules or position limits are reached with respect to the futures contracts, the Sponsor may, in its commercially reasonable judgment, cause the effected Fund to obtain exposure to its benchmark through cash-settled, exchanged-traded swaps and other over-the-counter transactions that are based on the price of the futures contracts (“Financial Instruments”), if such instruments tend to exhibit trading prices or returns that correlate with the related futures contract and will further the investment objective of such Fund.

Each Fund seeks investment results for a single day only, not for longer periods. A “single day” is measured from the time a Fund calculates its respective net asset value per Share to the time of the Fund’s next NAV calculation. This is different from most exchange-traded funds and means that the return of such Fund for a period longer than a single trading day will be the result of each day’s returns compounded over the period, which will very likely differ from -3 times or 3 times of the return of the index to which such Fund is benchmarked for that period. In periods of higher market volatility, the volatility of the benchmark

may be at least as important to a Fund’s return for the period as the return of the benchmark. These Funds are riskier than similarly benchmarked exchange-traded funds that are not leveraged or inversed. Accordingly, these funds may not be suitable for all investors and should be used only by knowledgeable investors who understand the potential consequences of seeking daily leveraged, inverse or inverse leveraged investment results. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily.

Primary Market Risk Exposure

The primary market risks that the Funds are exposed to depend on each Fund’s investment objective and corresponding benchmark as described above in the Primary Investment Strategies. Each Fund’s exposure to market risk is further influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

Trading in certain futures contracts or forward agreements involves each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures contracts or forward agreements into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it is required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

Managing Market Risks

Each Fund seeks to remain fully exposed to the corresponding benchmark at the levels implied by the relevant investment objective (-3x, or 3x), regardless of market direction or sentiment. At the close of the relevant markets each trading day (see NAV calculation times), each Fund will seek to position its portfolio so that its exposure to its benchmark is consistent with its investment objective. No attempt is made to adjust market exposure in order to avoid changes to the benchmark that would cause the Funds to lose value. Factors common to all Funds that may require portfolio re-positioning are create/redeem activity and index rebalances.

The Funds seek daily investment results, which should not be equated with seeking an investment goal for shorter than a day. Thus, an investor who purchases Fund shares after the close of the markets on one trading day and before the close of the markets on the next trading day will likely have more, or less, than the target investment exposure to the benchmark, depending upon the movement of the benchmark from the end of one trading day until the time of purchase. If the benchmark moves in a direction favorable to the Fund the Fund’s net assets will rise by the same amount as the Fund’s exposure. Conversely, if the benchmark moves in a direction adverse to the Fund, the Fund’s net assets will decline by the same amount as the Fund’s exposure. Since each Fund starts each trading day with exposure to the benchmark equal to its target (i.e. 300%, -300%), a change in both exposure and the net assets of a Fund by the same amount results in a change in the comparative relationship of the two. As an example (using simplified numbers), if a Leveraged Bull Fund had $100 in net assets at the market close on Day 1, it would seek $300 of exposure to the next-trading-day’s benchmark performance. If the benchmark rose by 1% on the following trading day, the exposure of the Fund will have risen by 1% to $303 and the net assets will have risen by that $3 gain to $103. With net assets of $103 and exposure of $303, an investor at that point would be receiving 294% exposure of her investment instead of 300%.

There can be no guarantee that a Fund will achieve a high degree of correlation with its investment objective relative to its benchmark. 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 Fund’s correlation with its benchmark, including fees, expenses, transaction costs, costs associated with the Funds’ use of leveraged investment techniques, income items and accounting standards. 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. Each Leveraged Fund seeks to rebalance its portfolio daily to keep leverage consistent with each Fund’s daily investment objective. Each Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of its benchmark for periods other than a single day. Each Fund rebalances its portfolio on a daily basis, increasing exposure in response to that day’s gains or reducing exposure in response to that day’s losses. This means that for a period longer than one day, the pursuit of daily goals may result in daily leveraged compounding for the Funds. It also means that the return of a benchmark over a period of time greater than one day multiplied by the Fund’s daily target generally will not equal the Fund’s performance over that same period. As a result, over time, the cumulative percentage increase or decrease in the value of the Fund’s portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Fund’s underlying benchmark due to the compounding effect of losses and gains on the returns of the Fund. The effect of compounding becomes more pronounced on the Fund’s performance as the Index experiences volatility.

The Funds may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular commodity or currency. The Funds will use 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 Sponsor believes that the other party to the transaction is creditworthy. The use of swap agreements involves risks that are different from those associated with ordinary futures 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, which may increase the Fund’s exposure to counterparty credit risk. Swap agreements and other counterparty instruments also may be considered to be illiquid. Further, there is a risk that no suitable counterparties will be 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.

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. A 3X Bull Fund typically would lose value on a day when its underlying benchmark declines. A 3X Bear Fund typically would lose value on a day when its underlying benchmark increases.

Commodity Price Sensitivity

With regard to the Commodity Funds, several factors may affect the price of a commodity underlying a Commodity Fund, and in turn, the Financial Instruments and other assets, if any, owned by such a Fund, including, but not limited to:

• The recent proliferation of commodity linked exchange traded products and their unknown effect on the commodity markets.

• Large purchases or sales of physical commodities by the official sector. Governments and large institutions have large commodities holdings or may establish major commodities positions. For example, a significant portion of the aggregate world gold holdings is owned by governments, central banks and related institutions. If one or more of these institutions decides to buy or sell any commodity in amounts large enough to cause a change in world prices, the price of Shares based upon a benchmark related to that commodity will be affected.

• Other political factors. In addition to the organized political and institutional trading-related activities described above, peaceful political activity such as imposition of regulations or entry into trade treaties, as well as political disruptions caused by societal breakdown, insurrection and/or war may greatly influence commodities prices.

• Significant increases or decreases in the available supply of a physical commodity due to natural or technological factors. Natural factors would include depletion of known cost-effective sources for a commodity or the impact of severe weather on the ability to produce or distribute the commodity. Technological factors, such as increases in availability created by new or improved extraction, processing equipment and methods, or decreases caused by failure or unavailability of processing equipment, also materially influence the supply of commodities.

• Significant increases or decreases in the demand for a physical commodity due to various factors. Factors would include jewelers’ use of gold in their items, or technological factors that include such developments as substitutes for industrial commodities.

• A significant increase or decrease in commodity hedging activity by commodity producers. Should there be an increase or decrease in the level of hedge activity of commodity producing companies, countries and/or organizations, it could cause a change in world prices of any given commodity, causing the price of Shares based upon a benchmark related to that commodity to be affected.

• A significant change in the attitude of speculators and investors towards a commodity. Should the speculative community take a negative or positive view towards any given commodity, it could cause a change in world prices of any given commodity, the price of Shares based upon a benchmark related to that commodity will be affected.

The impact of changes in the price of a physical commodity will affect investors differently depending upon the Fund in which investors invest. Decreases in the price of an underlying commodity will negatively impact the performance of Shares of a 3X Bull Fund and increases in the price of an underlying commodity will negatively impact the performance of Shares of a 3X Bear Fund.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Trust and each Fund maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in the Trust’s periodic reports filed or submitted by Rule 13a – 15(e) of the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

The duly appointed officers of the Trust, including its principal executive officer and principal financial officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of the Trust and Funds have evaluated the effectiveness of the Trust’s and each Fund’s disclosure controls and procedures and have concluded that the disclosure controls and procedures of the Trust and each Fund have been effective as of September 30, 2014 covered by this quarterly report on Form 10-Q. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed in the reports under the Securities Exchange Act of 1934 is accumulated and communicated to management, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s or the Funds’ internal control over financial reporting that occurred during the quarter ended September 30, 2014, that have materially affected, or are reasonably likely to materially affect, the Trust’s or the Funds’ internal control over financial reporting.

Certifications

The certifications by the Principal Executive Officer and Principal Financial Officer of the Trust required by Section 906 of the Sarbanes-Oxley Act of 2002, which are furnished as exhibits to this quarterly report on Form 10-Q, apply both to the Trust taken as a whole and each Fund, and the Principal Executive Officer and Principal Financial Officer of the Trust are certifying both as to the Trust taken as a whole and each Fund.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

There have been no material administrative, civil or criminal action, existing or concluded filed against the Trust as of the quarter end. Also there have been no material administrative, civil or criminal action, existing or concluded, as of the quarter end of the Trust, that have been filed against the Sponsor. Daniel D. O’Neill, a principal of the Sponsor, was named as a defendant in a purported class action lawsuit filed on September 17, 2009. The plaintiff, Evan Stoopler, filed a putative class action against several defendants, including Direxion Shares ETF Trust (“ETF Trust”) and Rafferty Asset Management, LLC (“Rafferty”) – both affiliates of the Sponsor – and the Sponsor’s Managing Director, Daniel D. O’Neill. The action was filed in the United States District Court for the Southern District of New York. Stoopler, on Behalf of Himself and All Other Similarly Situated v. Direxion Shares ETC Trust et al., 09-CV-8011-RJH. Two other largely identical lawsuits have since been filed by other plaintiffs, Milton Pfeiffer, on Behalf of Himself and All Other Similarly Situated v. Direxion Shares ETF Trust, et al., S.D.N.Y. 09-CV-8375 (RJH), and Thomas C. Longman on Behalf of Himself and All Other Similarly Situated v. Direxion Shares ETF Trust, et al., S.D.N.Y. 09-CV-8459 (RJH).

More particularly, the complaints allege that the ETF Trust’s registration statement contained incomplete and/or misleading information in that it failed to clearly disclose that, while the fund is designed to generate returns that approximate three times the inverse of the performance of its target benchmark on a daily basis, for longer time horizons, the fund’s performance differs substantially and unpredictably from three times the inverse of the performance of the target benchmark. The complaints additionally appear to suggest that the fund’s registration statement failed adequately to disclose that the fund may be unsuitable for most retail investors. The complaints allege that, as a result of these alleged disclosure deficiencies, investors suffered considerable damages.

On January 13, 2010, and February 17, 2010, respectively, plaintiffs Howard Schwack and William Lee filed putative class actions against the ETF Trust, Rafferty and Mr. O’Neill in the United States District Court for the Southern District of New York. Schwack v. Direxion Shares ETF Trust et al., 10-cv-00271-RJH; Lee v. Direxion Shares ETF Trust et al., 10-cv-01273-UA. Each of these complaints raises allegations generally similar to those that were made in the earlier lawsuits except that they concern the Direxion Daily Energy Bear 3X Shares, a different series of the ETF Trust than the Direxion Daily Financial Bear 3X Shares that was the subject of earlier lawsuits.

On behalf of the putative class, the lawsuits sought various forms of relief against all defendants, including joint and several liability for compensatory damages, interest, punitive damages, costs and expenses plaintiffs incur in the action, including counsel fees and expert fees, recissory relief, and such equitable/injunctive or other relief as deemed appropriate by the Court.

On January 31, 2013, a settlement was filed with the Court. The settlement was between the ETF Trust, Rafferty, Mr. O’Neill and the other defendants and the plaintiffs including all those that qualified for the class definition defined in the settlement. The Court accepted the settlement on May 11, 2013.

Item 1A. Risk Factors.

There have been no material changes to the risk factors previously disclosed in the Post-Effective Amendment No. 2 to the Trust’s Registration Statement on Form S-1, which was declared effective by the SEC on October 31, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Monthly Account Statements

Pursuant to the requirement under Rule 4.22 under the Commodity Exchange Act, each month the Trust and each Fund will publish account statements for each Fund’s unitholders, which include Statements of Income (Loss) and Statements of Changes in Net Asset Value. The account statements will be furnished to the SEC on a current report on Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act and posted each month on each Trust website at www.direxioninvestments.com.

Item 6. Exhibits.

ExhibitNo.		Description of Document
32.1		Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
32.2		Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
101.INS		XBRL Instance Document(2)
101.SCH		XBRL Taxonomy Extension Schema(2)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase(2)
101.DEF		XBRL Taxonomy Extension Definition Linkbase(2)
101.LAB		XBRL Taxonomy Extension Label Linkbase(2)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase(2)

(1) Filed herewith.

(2) In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DIREXION SHARES ETF TRUST II /s/ Daniel D. O’Neill By: Daniel D. O’Neill Principal Executive Officer Date: November 14, 2014 /s/ Patrick J. Rudnick By: Patrick J. Rudnick Principal Financial Officer Date: November 14, 2014

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Filing Compare · Direxion Shares ETF Trust II