0001193125-13-015832.txt : 20130117 0001193125-13-015832.hdr.sgml : 20130117 20130117142511 ACCESSION NUMBER: 0001193125-13-015832 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20130117 DATE AS OF CHANGE: 20130117 EFFECTIVENESS DATE: 20130117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIREXION FUNDS CENTRAL INDEX KEY: 0001040587 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-28697 FILM NUMBER: 13534517 BUSINESS ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS (6TH AVENUE) STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 646-572-3390 MAIL ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS (6TH AVENUE) STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: POTOMAC FUNDS DATE OF NAME CHANGE: 19970606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIREXION FUNDS CENTRAL INDEX KEY: 0001040587 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08243 FILM NUMBER: 13534518 BUSINESS ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS (6TH AVENUE) STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 646-572-3390 MAIL ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS (6TH AVENUE) STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: POTOMAC FUNDS DATE OF NAME CHANGE: 19970606 0001040587 S000007025 Direxion Monthly 10 Year Note Bull 2X Fund C000019202 Investor Class DXKLX 0001040587 S000007026 Dynamic HY Bond Fund C000019203 Investor Class PDHYX 0001040587 S000007028 HCM Freedom Fund C000019205 Service Class HCMFX 0001040587 S000007032 Direxion Monthly Commodity Bull 2X Fund C000019209 Investor Class DXCLX 0001040587 S000007037 Direxion Monthly Emerging Markets Bull 2X Fund C000019214 Investor Class DXELX 0001040587 S000007040 Evolution Market Leaders Fund C000019217 Investor Class PEVSX 0001040587 S000007041 Evolution Alternative Investment Fund C000019218 Investor Class PETRX 0001040587 S000007044 Direxion Monthly Small Cap Bull 2X Fund C000019221 Investor Class DXRLX 0001040587 S000007045 Direxion Monthly Small Cap Bear 2X Fund C000019222 Investor Class DXRSX 0001040587 S000007047 U.S. Government Money Market Fund C000019224 Investor Class DXMXX 0001040587 S000007048 Evolution Managed Bond Fund C000019226 Investor Class PEMVX 0001040587 S000007049 Evolution All-Cap Equity Fund C000019228 Investor Class PEVEX 0001040587 S000007050 Direxion Monthly 10 Year Note Bear 2X Fund C000019229 Investor Class DXKSX 0001040587 S000011945 Direxion Monthly Latin America Bull 2X Fund C000032616 Investor Class DXZLX 0001040587 S000011950 Direxion Monthly S&P 500(R) Bull 2X Fund C000032626 Investor Class DXSLX 0001040587 S000011960 Direxion Monthly NASDAQ-100(R) Bull 2X Fund C000032646 Investor Class DXQLX 0001040587 S000011964 Direxion Monthly S&P 500(R) Bear 2X Fund C000032654 Investor Class DXSSX 0001040587 S000019293 Direxion Monthly China Bull 2X Fund C000053172 Service Class C000053173 Investor Class DXHLX 485BPOS 1 d449098d485bpos.htm 485BPOS 485BPOS

As filed with the Securities and Exchange Commission on January 17, 2013

1933 Act File No. 333-28697

1940 Act File No. 811-08243

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933    x
Pre-Effective Amendment No.            ¨
Post-Effective Amendment No.  126    x

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940    x
Amendment No.  127    x

(Check appropriate box or boxes.)

 

 

Direxion Funds

 

 

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

New York, New York 10019

(Exact name of Registrant as Specified in Charter)

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, including Area Code: (646) 572-3390

Daniel D. O’Neill

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

New York, New York 10019

(Name and Address of Agent for Service)

 

 

Copy to:

Adam R. Henkel

U.S. Bancorp Fund Services, LLC

615 East Michigan

Milwaukee, WI 53202

  

Francine J. Rosenberger

K&L Gates LLP

1601 K Street, NW

Washington, DC 20006

 

 

It is proposed that this filing will become effective (check appropriate box)

 

  x immediately upon filing pursuant to paragraph (b)
  ¨ On (date) pursuant to paragraph (b)
  ¨ 60 days after filing pursuant to paragraph (a)(1)
  ¨ On (date) pursuant to paragraph (a)(1)
  ¨ 75 days after filing pursuant to paragraph (a)(2)
  ¨ on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

 

  ¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 

EXPLANATORY NOTE

This amendment is being filed solely to submit exhibits containing risk/return summary information in interactive data format that is identical to the risk/return information contained in the Registrant’s prospectus that was filed with the Securities and Exchange Commission in Post-Effective Amendment No. 125 to the Registrant’s registration statement on December 21, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, (the “Securities Act”) and the Investment Company Act of 1940, as amended, (the “1940 Act”), the Registrant certifies that this Post-Effective Amendment No. 126 to its Registration Statement meets all the requirements for effectiveness pursuant to Rule 485(b) of the Securities Act, and the Registrant has duly caused this Post-Effective Amendment No. 126 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York on January 17, 2013.

 

DIREXION FUNDS
By:  

/s/ Daniel D. O’Neill

       Daniel D. O’Neill
       President

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 126 to its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

        

Title

  

Date

/s/ Lawrence C. Rafferty*

       Chairman of the Board   January 17, 2013
Lawrence C. Rafferty        

/s/ Daniel J. Byrne*

       Trustee   January 17, 2013
Daniel J. Byrne        

/s/ Gerald E. Shanley III*

       Trustee   January 17, 2013
Gerald E. Shanley III        

/s/ John Weisser*

       Trustee   January 17, 2013
John Weisser        

/s/ Patrick J. Rudnick

       Principal Financial   January 17, 2013
Patrick J. Rudnick       Officer and Treasurer  

/s/ Daniel D. O’Neill

       President and Principal   January 17, 2013
Daniel D. O’Neill       Executive Officer  

 

*By:  

/s/ Patrick J. Rudnick

    Patrick J. Rudnick, Principal Financial
  Officer, Treasurer and Attorney-In Fact

EXHIBIT INDEX

 

Exhibit

        

Exhibit No.

Instance Document       EX-101.INS
Schema Document       EX-101.SCH
Calculation Linkbase Document       EX-101.CAL
Definition Linkbase Document       EX-101.DEF
Label Linkbase Document       EX-101.LAB
Presentation Linkbase Document       EX-101.PRE

POWER OF ATTORNEY

DIREXION FUNDS

DIREXION INSURANCE TRUST

The undersigned trustees and officers of the Direxion Funds and the Direxion Insurance Trust, each a Massachusetts business trust (the “Trusts”), do hereby constitute and appoint Daniel O'Neill, Patrick J. Rudnick and Robert J. Zutz, (with full power to each of them to act alone) his/her true and lawful attorney-in-fact and agent, for him/her and on its/his/her behalf and in his/her name, place and stead in any and all capacities, to make, execute and sign the Trust’s registration statement on Form N-1A and any and all amendments to such registration statement of the Trust, and to file with the Securities and Exchange Commission, and any other regulatory authority having jurisdiction over the offer and sale of the shares of beneficial interest of the Trust, such registration statement and any such amendment, and any and all supplements thereto or to any prospectus or statement of additional information forming a part thereof, and any and all exhibits and other documents requisite in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as the Trust and the undersigned officers and trustees themselves might or could do.

The undersigned trustees and officers hereby execute this Power of Attorney as of this 1st day of June, 2011.

 

Signature

   

Title

/s/ Lawrence C. Rafferty

    Chairman of the Board
Lawrence C. Rafferty   

/s/ Daniel J. Byrne

    Trustee
Daniel J. Byrne   

/s/ Gerald E. Shanley III

    Trustee
Gerald E. Shanley III   

/s/ John Weisser

    Trustee
John Weisser   

/s/ Patrick J. Rudnick

    Principal Financial Officer and Treasurer
Patrick J. Rudnick   

/s/ Daniel D. O’Neill

    President and Principal Executive Officer
Daniel D. O’Neill   
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The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <b>Fees and Expenses of the Fund </b> <b>Portfolio Turnover.</b> This table describes the fees and expenses you may pay if you buy and hold shares of the Fund. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is calculated without regard to cash instruments or derivatives. If such instruments were included, the Fund&#8217;s portfolio turnover rate would be significantly higher. <b>Example.</b> <b>Principal Investment Strategy </b> The example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <b>Principal Risks </b> <b>Portfolio Turnover. </b> The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is calculated without regard to cash instruments or derivatives. If such instruments were included, the Fund&#8217;s portfolio turnover rate would be significantly higher. <b>Principal Investment Strategy </b> <b>Fund Performance </b> <b>Investment Objective </b> <b>Principal Risks </b> After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). <b>Fund Performance </b> During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 52.73% for the quarter ended September 30, 2011 and its lowest calendar quarter return was &#8211;47.38% for the quarter ended June 30, 2009. The year-to-date return as of September 30, 2012 was &#8211;28.87%. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br/><br/><b>Active and Frequent Trading Risk </b><br/><br/>The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Adverse Market Conditions Risk </b><br/><br/>Because the Fund magnifies the performance of the Index, the Fund&#8217;s performance will suffer during conditions in which the Index declines.<br/><br/><b>Adviser&#8217;s Investment Strategy Risk </b><br/><br/>The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate the Fund&#8217;s performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.<br/><br/><b>Counterparty Risk </b><br/><br/>The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br/><br/><b>Derivatives Risk </b><br/><br/>The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives currently are subject to the following risks:<p style="PADDING-LEFT: 80px">Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.</p><p style="PADDING-LEFT: 80px">Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss. </p><p style="PADDING-LEFT: 80px">Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective.</p><p style="PADDING-LEFT: 80px"> Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</p><b>Early Close/Trading Halt Risk </b><br/><br/>An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.<br/><br/><b>Effects of Compounding and Market Volatility Risk </b><br/><br/>The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar month&#8217;s gains or reducing exposure in response to that calendar month&#8217;s losses. This means that for a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Fund&#8217;s target (&#8211;200%) generally will not equal the Fund&#8217;s performance over that same period. <br/><br/>As a result, over time, the cumulative percentage increase or decrease in the value of the Fund&#8217;s portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Fund&#8217;s underlying index due to the compounding effect of losses and gains on the returns of the Fund. It also is expected that the Fund&#8217;s use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market. <br/><br/>The effect of compounding becomes more pronounced on the Fund&#8217;s performance as the Index experiences volatility. The Index&#8217;s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For information regarding the effects of volatility and index performance on the long-term performance of the Fund, see &#8220;Additional Information Regarding Investment Techniques and Policies&#8221; and &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; in the Fund&#8217;s full prospectus, and &#8220;Special Note Regarding the Correlation Risks of the Funds&#8221; in the Fund&#8217;s Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat. <br/><br/>Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios. <br/><br/>To fully understand the risks of market volatility on the Fund, see &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; found in the statutory prospectus.<br/><br/><b>Equity Securities Risk </b><br/><br/>Investments in publicly issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the net asset value (&#8220;NAV&#8221;) of the Fund to fluctuate.<br/><br/><b>Gain Limitation Risk </b><br/><br/>Rafferty will attempt to position the Fund&#8217;s portfolio to ensure that the Fund does not lose more than 90% of its NAV in a given calendar month. The cost of such downside protection will be limitations on the Fund&#8217;s gains. As a consequence, the Fund&#8217;s portfolio may not be responsive to Index losses beyond 45% in a given calendar month. For example, if the Index were to lose 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is -200% of the Index loss of 50%.<br/><br/><b>Intra-Calendar Month Investment Risk </b><br/><br/>The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Fund&#8217;s net assets will rise by an amount equal to the decline in the Fund&#8217;s exposure. Conversely, if the Index moves in a direction adverse to the Fund, the Fund&#8217;s net assets will decline by the same amount as the increase in the Fund&#8217;s exposure. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close on the last trading day of the month, it would seek -$200 of exposure to the next month&#8217;s Index performance. If the Index declined by 1% by mid-month, the exposure of the Fund will fall by 1% to &#8211;$198 and the net assets will rise by $2 to $102. With net assets of $102 and exposure of &#8211;$198, a purchaser at that point would be receiving &#8211;194% exposure of her investment instead of &#8211;200%.<br/><br/><b>Inverse Correlation Risk </b><br/><br/>The Fund is negatively correlated to its Index and should lose money when its Index rises &#8212; a result that is the opposite from traditional mutual funds. Because the Fund seeks calendar month returns inverse by a defined percentage to its Index, the difference between the Fund&#8217;s calendar month return and the performance of its index or benchmark may be negatively compounded during periods in which the markets decline.<br/><br/><b>Large Cap Stock Risk </b><br/><br/>To the extent the Fund invests in large capitalization stocks, the Fund may underperform Funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor.<br/><br/><b>Leverage Risk </b><br/><br/>If you invest in the Fund, you are exposed to the risk that a rise in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount equal to 2% for every 1% monthly rise, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the event of an Index rise of more than 50%. Further, purchasing shares intra-calendar month may result in greater than &#8211;200% exposure to the performance of the Index if the Index rises between the end of the last calendar month and the time the investor purchased Fund shares.<br/><br/><b>Liquidity Risk </b><br/><br/>Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or at a price that is lower than Rafferty&#8217;s judgment of the security&#8217;s true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.<br/><br/><b>Market Risk </b><br/><br/>The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.<br/><br/><b>Market Timing Activity Risk </b><br/><br/>Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of &#8220;asset allocation&#8221; and &#8220;market timing&#8221; investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Monthly Correlation Risk </b><br/><br/>There is no guarantee that the Fund will achieve its monthly target. The Fund may have difficulty achieving its monthly target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and accounting standards. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities surrounding annual index reconstitutions and other index repositioning or reconstitution events may hinder the Fund&#8217;s ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio monthly to keep leverage consistent with its calendar month leveraged investment objective.<br/><br/><b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/><br/><b>Regulatory Risk </b><br/><br/>The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund&#8217;s operations and/or change the competitive landscape.<br/><br/><b>Risks of Investing in Other Investment Companies (including ETFs) </b><br/><br/>Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br/><br/><b>Shorting Risk </b><br/><br/>Short positions are designed to profit from a decline in the price of particular securities, baskets of securities or indices. The Fund will lose value if and when the instrument&#8217;s price rises &#8212; a result that is the opposite from traditional mutual funds.<br/><br/><b>Tracking Error Risk </b><br/><br/>The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period. <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 30.82% for the quarter ended September 30, 2011 and its lowest calendar quarter return was &#8211;36.71% for the quarter ended June 30, 2009. The year-to-date return as of September 30, 2012 was &#8211;29.76%. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the 1 and 5 year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. <br/><br/>The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly, targets. The Fund sought a daily target of 250% until September 30, 2009. At that time, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 250% instead of a monthly target of 200%, the calendar year performance of the Fund would have varied from that shown. The Fund, under normal circumstances, invests at least 80% of its assets in the equity securities that comprise the S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index (the &#8220;Index&#8221;) and/or financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating short positions. These financial instruments include Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Depositary Receipts (&#8220;SPDRs<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221;), which are publicly-traded index securities based on the Index, other exchange-traded funds (&#8220;ETFs&#8221;), stock index futures contracts, options on stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.<br/><br/>The Index is a capitalization-weighted index composed of 500 common stocks. Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> selects the 500 stocks comprising the Index on the basis of market values and industry diversification. Most of the stocks in the Index are issued by the 500 largest companies, in terms of the aggregate market value of their outstanding stock, and generally are listed on the NYSE. &#8220;Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221;, &#8220;S&amp;P<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221;, &#8220;S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221; and &#8220;Standard &amp; Poor&#8217;s 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221; are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use. The Fund is not sponsored, endorsed, sold or promoted by Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>, and Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> makes no representation regarding the advisability of investing in the Fund.<br/><br/>The Fund may gain exposure to only a representative sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure by investing in a combination of financial instruments that, in combination, provide exposure to the underlying securities of the Index. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Fund&#8217;s portfolio so that its exposure to the Index is consistent with the Fund&#8217;s investment objective. The impact of the Index&#8217;s movements during the month will affect whether the Fund&#8217;s portfolio needs to be re-positioned. For example, if the Index has risen over the course of a given month, net assets of the Fund should rise, meaning that the Fund&#8217;s exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the Fund&#8217;s exposure will need to be reduced. The Fund will concentrate its investment in a particular industry or group of industries to approximately the same extent as the Index is so concentrated.<br/><br/>The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. <b>Annual Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) The Fund seeks monthly investment results, before fees and expenses, of 200% of the inverse (or opposite) of the calendar month performance of the S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index. <b>The Fund seeks calendar month leveraged investment results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking calendar month leveraged investment results, understand the risks associated with shorting and the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.</b> <b>Direxion Monthly S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Bear 2X Fund </b> The Fund seeks monthly investment results, before fees and expenses, of 200% of the calendar month performance of the Russell 2000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index. <b>The Fund seeks calendar month leveraged investment results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking calendar month leveraged investment results, understand the risks associated with the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.</b> <b>Annual Operating Expenses </b>(expenses that you pay each year as a percentage of the value of your investment) <b>Direxion Monthly NASDAQ-100<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Bull 2X Fund</b> The Fund seeks monthly investment results, before fees and expenses, of 200% of the calendar month performance of the NASDAQ-100<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index. <b>The Fund seeks calendar month leveraged investment results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking calendar month leveraged investment results, understand the risks associated with the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.</b> <b>Annual Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) March 1, 2014 The Fund, under normal circumstances, invests at least 80% of its assets in the equity securities that comprise the NASDAQ-100<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index (the &#8220;Index&#8221;) and/or financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating long positions. The financial instruments in which the Fund may invest includes exchange-traded funds (&#8220;ETFs&#8221;), stock index futures contracts, options on stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.<br/><br/>The Index is a capitalization-weighted index composed of 100 of the largest non-financial domestic and international companies listed on the Global Market tier of the NASDAQ Global Market<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>. All companies listed on the Index have an average daily trading volume of at least 200,000 shares. The Index was created in 1985 and is a trademark of the NASDAQ Global Market<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>. The Fund is not sponsored, endorsed, sold, or promoted by the NASDAQ Global Market<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> and the NASDAQ Global Market<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> makes no representations regarding the advisability of investing in the Fund.<br/><br/>The Fund may gain exposure to only a representative sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure either by directly investing in the underlying securities of the Index or by investing in derivatives that provide exposure to those securities. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Fund&#8217;s portfolio so that its exposure to the Index is consistent with the Fund&#8217;s investment objective. The impact of the Index&#8217;s movements during the month will affect whether the Fund&#8217;s portfolio needs to be re-positioned. For example, if the Index has risen over the course of a given month, net assets of the Fund should rise, meaning that the Fund&#8217;s exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the Fund&#8217;s exposure will need to be reduced. The Fund will concentrate its investment in a particular industry or group of industries to approximately the same extent as the Index is so concentrated. <br/><br/>The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. 0 An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br/><br/><b>Active and Frequent Trading Risk</b><br/><br/>The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Adverse Market Conditions Risk </b><br/><br/>Because the Fund magnifies the performance of the Index, the Fund&#8217;s performance will suffer during conditions in which the Index declines.<br/><br/><b>Adviser&#8217;s Investment Strategy Risk </b><br/><br/>The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate the Fund&#8217;s performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.<br/><br/><b>Counterparty Risk </b><br/><br/>The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br/><br/><b>Currency Exchange Rate Risk </b><br/><br/>Changes in foreign currency exchange rates will affect the value of what the Fund owns and the Fund&#8217;s share price. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Devaluation of a currency by a country&#8217;s government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets.<br/><br/><b>Depositary Receipt Risk </b><br/><br/>To the extent the Fund invests in stocks of foreign corporations, the Fund&#8217;s investment in such stocks may also be in the form of depositary receipts or other securities convertible into securities of foreign issuers. Depositary receipts may be purchased through &#8220;sponsored&#8221; or &#8220;unsponsored&#8221; facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participation by the issuer of the depositary security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts of the deposited securities. Fund investments in depositary receipts, which include American Depositary Receipts (&#8220;ADRs&#8221;), Global Depositary Receipts (&#8220;GDRs&#8221;) and European Depositary Receipts (&#8220;EDRs&#8221;) are deemed to be investments in foreign securities for purposes of the Fund&#8217;s investment strategy.<br/><br/><b>Derivatives Risk </b><br/><br/>The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives currently are subject to the following risks:<p style="PADDING-LEFT: 80px">Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.</p><p style="PADDING-LEFT: 80px">Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss.</p><p style="PADDING-LEFT: 80px">Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective.</p><p style="PADDING-LEFT: 80px">Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</p><b>Early Close/Trading Halt Risk </b><br/><br/>An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.<br/><br/><b>Effects of Compounding and Market Volatility Risk </b><br/><br/>The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar month&#8217;s gains or reducing exposure in response to that calendar month&#8217;s losses. This means that for a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Fund&#8217;s target (200%) generally will not equal the Fund&#8217;s performance over that same period.<br/><br/>As a result, over time, the cumulative percentage increase or decrease in the value of the Fund&#8217;s portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Fund&#8217;s underlying index due to the compounding effect of losses and gains on the returns of the Fund. It also is expected that the Fund&#8217;s use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market.<br/><br/>The effect of compounding becomes more pronounced on the Fund&#8217;s performance as the Index experiences volatility. The Index&#8217;s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For information regarding the effects of volatility and index performance on the long-term performance of the Fund, see &#8220;Additional Information Regarding Investment Techniques and Policies&#8221; and &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; in the Fund&#8217;s full prospectus, and &#8220;Special Note Regarding the Correlation Risks of the Funds&#8221; in the Fund&#8217;s Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat.<br/><br/>Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios.<br/><br/>To fully understand the risks of market volatility on the Fund, see &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; found in the statutory prospectus.<br/><br/><b>Equity Securities Risk </b><br/><br/>Investments in publicly issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the net asset value (&#8220;NAV&#8221;) of the Fund to fluctuate.<br/><br/><b>Foreign Securities Risk </b><br/><br/>Indirectly investing in foreign instruments may involve greater risks than investing in domestic instruments. As a result, a Fund&#8217;s returns and NAVs may be affected to a large degree by fluctuations in currency exchange rates, political, diplomatic or economic conditions and regulatory requirements in other countries. The laws and accounting, auditing, and financial reporting standards in foreign countries typically are not as strict as they are in the U.S., and there may be less public information available about foreign companies.<br/><br/><b>Gain Limitation Risk </b><br/><br/>Rafferty will attempt to position the Fund&#8217;s portfolio to ensure that the Fund does not lose more than 90% of its NAV in a given calendar month. The cost of such downside protection will be limitations on the Fund&#8217;s gains. As a consequence, the Fund&#8217;s portfolio may not be responsive to Index gains beyond 45% in a given calendar month. For example, if the Index were to gain 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is 200% of the Index gain of 50%.<br/><br/><b>Intra-Calendar Month Investment Risk </b><br/><br/>The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Fund&#8217;s net assets will rise by the same amount as the Fund&#8217;s exposure. Conversely, if the Index moves in value in a direction adverse to the Fund, the Fund&#8217;s net assets will decline by the same amount as the Fund&#8217;s exposure. Since a Fund starts each month with exposure which is 200% of its net assets, a change in both the exposure and the net assets of the Fund by the same absolute amount results in a change in the comparative relationship of the two. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close on the last trading day of the month, it would seek $200 of exposure to the next month&#8217;s Index performance. If the Index rose by 1% by mid-month, the exposure of the Fund will have risen by 1% to $202 and the net assets will have risen by that $2 gain to $102. With net assets of $102 and exposure of $202, a purchaser at that point would be receiving 198% exposure of her investment instead of 200%.<br/><br/><b>Large Cap Stock Risk </b><br/><br/>To the extent the Fund invests in large capitalization stocks, the Fund may underperform Funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor.<br/><br/><b>Leverage Risk </b><br/><br/>If you invest in the Fund, you are exposed to the risk that a decline in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount equal to 2% for every 1% monthly decline, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the event of an Index decline of more than 50%. Further, purchasing shares intra-calendar month may result in greater than 200% exposure to the performance of the Index if the Index declines between the end of the last calendar month and the time the investor purchased Fund shares.<br/><br/><b>Liquidity Risk </b><br/><br/>Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or at a price that is lower than Rafferty&#8217;s judgment of the security&#8217;s true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.<br/><br/><b>Market Risk </b><br/><br/>The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.<br/><br/><b>Market Timing Activity Risk </b><br/><br/>Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of &#8220;asset allocation&#8221; and &#8220;market timing&#8221; investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Monthly Correlation Risk </b><br/><br/>There is no guarantee that the Fund will achieve its monthly target. The Fund may have difficulty achieving its monthly target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and accounting standards. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities surrounding annual index reconstitutions and other index repositioning or reconstitution events may hinder the Fund&#8217;s ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio monthly to keep leverage consistent with its calendar month leveraged investment objective.<br/><br/><b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/><br/><b>Regulatory Risk </b><br/><br/>The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund&#8217;s operations and/or change the competitive landscape.<br/><br/><b>Risks of Investing in Other Investment Companies (including ETFs) </b><br/><br/>Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br/><br/><b>Technology Securities Risk </b><br/><br/>The market prices of technology-related securities tend to exhibit a greater degree of market risk and sharp price fluctuations than other types of securities. These securities may fall in and out of favor with investors rapidly, which may cause sudden selling and dramatically lower market prices.<br/><br/><b>Tracking Error Risk </b><br/><br/>The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period.<br/><br/><b>Valuation Time Risk </b><br/><br/>The Fund values its portfolio as of the close of regular trading on the New York Stock Exchange (&#8220;NYSE&#8221;) (generally 4:00 PM Eastern time). In some cases, foreign market indices close before the NYSE opens or may not be open for business on the same calendar days as the Fund. As a result, the performance of the Fund that tracks a foreign market index can vary from the performance of that index. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the 1 and 5 year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511.<br/><br/>The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly, targets. The Fund sought a daily target of 250% until September 30, 2009. At that time, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 250% instead of a monthly target of 200%, the calendar year performance of the Fund would have varied from that shown. <center><b>Total Return for the Calendar Years Ended December 31 </b></center> During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 50.86% for the quarter ended June 30, 2009 and its lowest calendar quarter return was &#8211;58.82% for the quarter ended December 31, 2008. The year-to-date return as of September 30, 2012 was 47.63%. <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the &#8220;Financial Highlights&#8221; section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. <b>Fees and Expenses of the Fund </b> There is the risk that you could lose all or a portion of your money on your investment in the Fund. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. <b>Non-Diversification Risk </b><br /><br />The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. (800) 851-0511 www.direxionfunds.com The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. March 1, 2014 Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). 0 year-to-date return <b>Example.</b> 2012-09-30 The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the &#8220;Financial Highlights&#8221; section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. 0.2701 highest calendar quarter return <b>Portfolio Turnover.</b> There is the risk that you could lose all or a portion of your money on your investment in the Fund. 2009-09-30 The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is calculated without regard to cash instruments or derivatives. If such instruments were included, the Fund&#8217;s portfolio turnover rate would be significantly higher. 0.5081 <b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. <b>Principal Investment Strategy </b> lowest calendar quarter return 2008-12-31 The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. -0.6599 <b>Principal Risks </b> (800) 851-0511 www.direxionfunds.com The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. <b>Performance </b> The Fund seeks monthly investment results, before fees and expenses, of 200% of the inverse (or opposite) of the calendar month performance of the Russell 2000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index. <b>The Fund seeks calendar month leveraged investment results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking calendar month leveraged investment results, understand the risks associated with shorting and the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.</b> After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). The Fund, under normal circumstances, invests at least 80% of its assets in the equity securities that comprise the Russell 2000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index (the &#8220;Index&#8221;) and/or financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating short positions. These financial instruments include exchange-traded funds (&#8220;ETFs&#8221;), stock index futures contracts, options on stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements. <br/><br/>The Index measures the performance of the small-cap segment of the U.S. equity universe and is comprised of the smallest 2000 companies in the Russell 3000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index, representing approximately 8% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The companies included in the Index have an average market capitalization of more than $731 million dollars and a median market capitalization of $514 million dollars as of September 30, 2012. The Frank Russell Company is not a sponsor of, or in any way affiliated with, the Fund. <br/><br/>The Fund may gain exposure to only a representative sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure by investing in a combination of financial instruments that, in combination, provide exposure to the underlying securities of the Index. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Fund&#8217;s portfolio so that its exposure to the Index is consistent with the Fund&#8217;s investment objective. The impact of the Index&#8217;s movements during the month will affect whether the Fund&#8217;s portfolio needs to be re-positioned. For example, if the Index has risen over the course of a given month, net assets of the Fund should rise, meaning that the Fund&#8217;s exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the Fund&#8217;s exposure will need to be reduced. The Fund will concentrate its investment in a particular industry or group of industries to approximately the same extent as the Index is so concentrated.<br/><br/>The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. highest calendar quarter return An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br/><br/><b>Active and Frequent Trading Risk </b><br/><br/>The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Adverse Market Conditions Risk </b><br/><br/>Because the Fund magnifies the performance of the Index, the Fund&#8217;s performance will suffer during conditions in which the Index declines.<br/><br/><b>Adviser&#8217;s Investment Strategy Risk </b><br/><br/>The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate the Fund&#8217;s performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.<br/><br/><b>Counterparty Risk </b><br/><br/>The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br/><br/><b>Derivatives Risk </b><br/><br/>The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives currently are subject to the following risks:<p style="PADDING-LEFT: 80px">Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.</p><p style="PADDING-LEFT: 80px">Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss. </p><p style="PADDING-LEFT: 80px">Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective.</p><p style="PADDING-LEFT: 80px"> Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</p><b>Early Close/Trading Halt Risk </b><br/><br/>An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.<br/><br/><b>Effects of Compounding and Market Volatility Risk </b><br/><br/>The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar month&#8217;s gains or reducing exposure in response to that calendar month&#8217;s losses. This means that for a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Fund&#8217;s target (-200%) generally will not equal the Fund&#8217;s performance over that same period. <br/><br/>As a result, over time, the cumulative percentage increase or decrease in the value of the Fund&#8217;s portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Fund&#8217;s underlying index due to the compounding effect of losses and gains on the returns of the Fund. It also is expected that the Fund&#8217;s use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market. <br/><br/>The effect of compounding becomes more pronounced on the Fund&#8217;s performance as the Index experiences volatility. The Index&#8217;s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For information regarding the effects of volatility and index performance on the long-term performance of the Fund, see &#8220;Additional Information Regarding Investment Techniques and Policies&#8221; and &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; in the Fund&#8217;s full prospectus, and &#8220;Special Note Regarding the Correlation Risks of the Funds&#8221; in the Fund&#8217;s Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat. <br/><br/>Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios. <br/><br/>To fully understand the risks of market volatility on the Fund, see &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; found in the statutory prospectus.<br/><br/><b>Equity Securities Risk </b><br/><br/>Investments in publicly issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the net asset value (&#8220;NAV&#8221;) of the Fund to fluctuate.<br/><br/><b>Gain Limitation Risk </b><br/><br/>Rafferty will attempt to position the Fund&#8217;s portfolio to ensure that the Fund does not lose more than 90% of its NAV in a given calendar month. The cost of such downside protection will be limitations on the Fund&#8217;s gains. As a consequence, the Fund&#8217;s portfolio may not be responsive to Index losses beyond 45% in a given calendar month. For example, if the Index were to lose 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is -200% of the Index loss of 50%.<br/><br/><b>Intra-Calendar Month Investment Risk </b><br/><br/>The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Fund&#8217;s net assets will rise by an amount equal to the decline in the Fund&#8217;s exposure. Conversely, if the Index moves in a direction adverse to the Fund, the Fund&#8217;s net assets will decline by the same amount as the increase in the Fund&#8217;s exposure. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close on the last trading day of the month, it would seek &#8211;$200 of exposure to the next month&#8217;s Index performance. If the Index declined by 1% by mid-month, the exposure of the Fund will fall by 1% to $198 and the net assets will rise by $2 to $102. With net assets of $102 and exposure of &#8211;$198, a purchaser at that point would be receiving &#8211;194% exposure of her investment instead of &#8211;200%.<br/><br/><b>Inverse Correlation Risk </b><br/><br/>The Fund is negatively correlated to its Index and should lose money when its Index rises &#8212; a result that is the opposite from traditional mutual funds. Because the Fund seeks calendar month returns inverse by a defined percentage to its Index, the difference between the Fund&#8217;s calendar month return and the performance of its index or benchmark may be negatively compounded during periods in which the markets decline.<br/><br/><b>Leverage Risk </b><br/><br/>If you invest in the Fund, you are exposed to the risk that a rise in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount equal to 2% for every 1% monthly rise, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the event of an Index rise of more than 50%. Further, purchasing shares intra-calendar month may result in greater than &#8211;200% exposure to the performance of the Index if the Index rises between the end of the last calendar month and the time the investor purchased Fund shares.<br/><br/><b>Liquidity Risk </b><br/><br/>Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or at a price that is lower than Rafferty&#8217;s judgment of the security&#8217;s true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.<br/><br/><b>Market Risk </b><br/><br/>The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.<br/><br/><b>Market Timing Activity Risk </b><br/><br/>Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of &#8220;asset allocation&#8221; and &#8220;market timing&#8221; investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Monthly Correlation Risk </b><br/><br/>There is no guarantee that the Fund will achieve its monthly target. The Fund may have difficulty achieving its monthly target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and accounting standards. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities surrounding annual index reconstitutions and other index repositioning or reconstitution events may hinder the Fund&#8217;s ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio monthly to keep leverage consistent with its calendar month leveraged investment objective.<br/><br/><b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/><br/><b>Regulatory Risk </b><br/><br/>The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund&#8217;s operations and/or change the competitive landscape.<br/><br/><b>Risks of Investing in Other Investment Companies (including ETFs) </b><br/><br/>Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br/><br/><b>Shorting Risk </b><br/><br/>Short positions are designed to profit from a decline in the price of particular securities, baskets of securities or indices. The Fund will lose value if and when the instrument&#8217;s price rises &#8212; a result that is the opposite from traditional mutual funds.<br/><br/><b>Small Capitalization Company Risk </b><br/><br/>Investing in the securities of small capitalization companies involves greater risks and the possibility of greater price volatility than investing in more-established, larger capitalization companies. Small capitalization companies often have narrower markets for their goods and/or services and more limited managerial and financial resources than larger, more established companies. Furthermore, those companies may have limited operating history, product lines, services, markets and financial resources or are dependent on a small management group. In addition, because these stocks are not well-known to the investing public, do not have significant institutional ownership and are followed by relatively few security analysts, there will normally be less publicly available information concerning these securities compared to what is available for the securities of larger companies. Adverse publicity and investor perceptions, whether based on fundamental analysis, can decrease the value and liquidity of securities held by the Fund. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of the Fund&#8217;s portfolio.<br/><br/><b>Tracking Error Risk </b><br/><br/>The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period. 2011-09-30 0.3082 The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the 1, 5 and 10 year periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. <br/><br/>The inception date of the Fund is December 21, 1999. The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly, targets. The Fund sought a daily target of 100% until March 7, 2005, 200% until April 30, 2006, and 250% until September 30, 2009. On September 30, 2009, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 250% instead of a monthly target of 200%, the calendar year performance of the Fund would have varied from that shown had the daily targets been 200%. lowest calendar quarter return The Fund, under normal circumstances, invests at least 80% of its assets in the equity securities that comprise the Russell 2000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index (the &#8220;Index&#8221;) and/or financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating long positions. These financial instruments include exchange-traded funds (&#8220;ETFs&#8221;), stock index futures contracts, options on stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.<br/><br/>The Index measures the performance of the small-cap segment of the U.S. equity universe and is comprised of the smallest 2000 companies in the Russell 3000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index, representing approximately 8% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The companies included in the Index have an average market capitalization of more than $731 million dollars and a median market capitalization of $514 million dollars as of September 30, 2012. The Frank Russell Company is not a sponsor of, or in any way affiliated with, the Fund.<br/><br/>The Fund may gain exposure to only a representative sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure either by directly investing in the underlying securities of the Index or by investing in derivatives that provide exposure to those securities. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Fund&#8217;s portfolio so that its exposure to the Index is consistent with the Fund&#8217;s investment objective. The impact of the Index&#8217;s movements during the month will affect whether the Fund&#8217;s portfolio needs to be re-positioned. For example, if the Index has risen over the course of a given month, net assets of the Fund should rise, meaning that the Fund&#8217;s exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the Fund&#8217;s exposure will need to be reduced. The Fund will concentrate its investment in a particular industry or group of industries to approximately the same extent as the Index is so concentrated.<br/><br/>The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br /><br /><b>Active and Frequent Trading Risk </b><br /><br />The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br /><br /><b>Adverse Market Conditions Risk </b><br /><br />Because the Fund magnifies the performance of the Index, the Fund&#8217;s performance will suffer during conditions in which the Index declines.<br /><br /><b>Adviser&#8217;s Investment Strategy Risk </b><br /><br />The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate the Fund&#8217;s performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.<br /><br /><b>Counterparty Risk </b><br /><br />The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br /><br /><b>Derivatives Risk </b><br /><br />The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives currently are subject to the following risks: <p style="PADDING-LEFT: 80px">Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency. <br /><br />Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss. <br /><br />Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective. <br /><br />Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</p><b>Early Close/Trading Halt Risk </b><br /><br />An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.<br /><br /><b>Effects of Compounding and Market Volatility Risk </b><br /><br />The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar month&#8217;s gains or reducing exposure in response to that calendar month&#8217;s losses. This means that for a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Fund&#8217;s target (200%) generally will not equal the Fund&#8217;s performance over that same period. <br /><br />As a result, over time, the cumulative percentage increase or decrease in the value of the Fund&#8217;s portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Fund&#8217;s underlying index due to the compounding effect of losses and gains on the returns of the Fund. It also is expected that the Fund&#8217;s use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market. <br /><br />The effect of compounding becomes more pronounced on the Fund&#8217;s performance as the Index experiences volatility. The Index&#8217;s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For information regarding the effects of volatility and index performance on the long-term performance of the Fund, see &#8220;Additional Information Regarding Investment Techniques and Policies&#8221; and &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; in the Fund&#8217;s full prospectus, and &#8220;Special Note Regarding the Correlation Risks of the Funds&#8221; in the Fund&#8217;s Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat. <br /><br />Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios. <br /><br />To fully understand the risks of market volatility on the Fund, see &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; found in the statutory prospectus.<br /><br /><b>Equity Securities Risk </b><br /><br />Investments in publicly issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the net asset value (&#8220;NAV&#8221;) of the Fund to fluctuate.<br /><br /><b>Gain Limitation Risk </b><br /><br />Rafferty will attempt to position the Fund&#8217;s portfolio to ensure that the Fund does not lose more than 90% of its NAV in a given calendar month. The cost of such downside protection will be limitations on the Fund&#8217;s gains. As a consequence, the Fund&#8217;s portfolio may not be responsive to Index gains beyond 45% in a given calendar month. For example, if the Index were to gain 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is 200% of the Index gain of 50%.<br /><br /><b>Intra-Calendar Month Investment Risk </b><br /><br />The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Fund&#8217;s net assets will rise by the same amount as the Fund&#8217;s exposure. Conversely, if the Index moves in value in a direction adverse to the Fund, the Fund&#8217;s net assets will decline by the same amount as the Fund&#8217;s exposure. Since a Fund starts each month with exposure which is 200% of its net assets, a change in both the exposure and the net assets of the Fund by the same absolute amount results in a change in the comparative relationship of the two. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close on the last trading day of the month, it would seek $200 of exposure to the next month&#8217;s Index performance. If the Index rose by 1% by mid-month, the exposure of the Fund will have risen by 1% to $202 and the net assets will have risen by that $2 gain to $102. With net assets of $102 and exposure of $202, a purchaser at that point would be receiving 198% exposure of her investment instead of 200%.<br /><br /><b>Leverage Risk </b><br /><br />If you invest in the Fund, you are exposed to the risk that a decline in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount equal to 2% for every 1% monthly decline, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the event of an Index decline of more than 50%. Further, purchasing shares intra-calendar month may result in greater than 200% exposure to the performance of the Index if the Index declines between the end of the last calendar month and the time the investor purchased Fund shares.<br /><br /><b>Liquidity Risk </b><br /><br />Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or at a price that is lower than Rafferty&#8217;s judgment of the security&#8217;s true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.<br /><br /><b>Market Risk </b><br /><br />The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.<br /><br /><b>Market Timing Activity Risk </b><br /><br />Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of &#8220;asset allocation&#8221; and &#8220;market timing&#8221; investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br /><br /><b>Monthly Correlation Risk </b><br /><br />There is no guarantee that the Fund will achieve its monthly target. The Fund may have difficulty achieving its monthly target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and accounting standards. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities surrounding annual index reconstitutions and other index repositioning or reconstitution events may hinder the Fund&#8217;s ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio monthly to keep leverage consistent with its calendar month leveraged investment objective.<br /><br /><b>Non-Diversification Risk </b><br /><br />The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br /><br /><b>Regulatory Risk </b><br /><br />The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund&#8217;s operations and/or change the competitive landscape.<br /><br /><b>Risks of Investing in Other Investment Companies (including ETFs) </b><br /><br />Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br /><br /><b>Small Capitalization Company Risk </b><br /><br />Investing in the securities of small capitalization companies involves greater risks and the possibility of greater price volatility than investing in more-established, larger capitalization companies. Small capitalization companies often have narrower markets for their goods and/or services and more limited managerial and financial resources than larger, more established companies. Furthermore, those companies may have limited operating history, product lines, services, markets and financial resources or are dependent on a small management group. In addition, because these stocks are not well-known to the investing public, do not have significant institutional ownership and are followed by relatively few security analysts, there will normally be less publicly available information concerning these securities compared to what is available for the securities of larger companies. Adverse publicity and investor perceptions, whether based on fundamental analysis, can decrease the value and liquidity of securities held by the Fund. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of the Fund&#8217;s portfolio.<br /><br /><b>Tracking Error Risk </b><br /><br />The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period. -0.3671 The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the 1, 5 and 10 year periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511.<br/><br/> The inception date of the Fund is February 22, 1999. The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly, targets. The Fund sought a daily target of 125% until April 30, 2006 and 250% until September 30, 2009. On September 30, 2009, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 250% instead of a monthly target of 200%, the calendar year performance of the Fund would have varied from that shown had the daily targets been 200%. March 1, 2014 2009-06-30 0 year-to-date return -0.2824 There is the risk that you could lose all or a portion of your money on your investment in the Fund. -0.2976 The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. 2012-09-30 0.5237 0.1813 (800) 851-0511 www.direxionfunds.com 0.0071 The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. 0.1317 Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). <b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. -0.1854 -0.7755 0.0075 0.3988 0.0025 year-to-date return 2012-09-30 0.4941 0.4763 0.009 highest calendar quarter return -0.1392 2009-06-30 0.5086 <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) lowest calendar quarter return 2008-12-31 -0.5882 0.1361 -0.3731 -0.1953 -0.1137 -0.315 -0.0251 0.1165 0.0065 -0.6911 0.0025 0.019 -0.5013 -0.1392 -0.1392 -0.0905 -0.0998 -0.0418 -0.2044 Return After Taxes on Distributions and Sale of Fund Shares <b>NASDAQ-100<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index </b> Return After Taxes on Distributions -0.156 0.0015 -0.0699 -0.0729 -0.0564 0.0562 193 -0.0998 -0.0998 -0.0649 597 -0.0418 1026 -0.3149 -0.3415 -0.2029 2222 0.0015 -0.2552 -0.2751 -0.1397 0.0562 -0.1994 <b>Direxion Monthly Small Cap Bull 2X Fund</b> <b>Investment Objective </b> <b>Fees and Expenses of the Fund </b> 2006-05-01 2006-05-01 2006-05-01 2006-05-01 This table describes the fees and expenses you may pay if you buy and hold shares of the Fund. <b>Example.</b> The example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <b>Portfolio Turnover.</b> The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is calculated without regard to cash instruments or derivatives. If such instruments were included, the Fund&#8217;s portfolio turnover rate would be significantly higher. <b>Principal Investment Strategy </b> <b>Principal Risks </b> <b>Fund Performance </b> -0.0856 0.5868 -0.5902 -0.3374 <b>Direxion Monthly Small Cap Bear 2X Fund </b> 0.0319 -0.1247 After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). 0.3426 During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 50.81% for the quarter ended September 30, 2009 and its lowest calendar quarter return was &#8211;65.99% for the quarter ended December 31, 2008. The year-to-date return as of September 30, 2012 was 27.01%. 1.442 March 1, 2014 -0.8275 0.3054 0.0075 0.0025 0.009 0.0075 0.0065 0.0025 0.0025 -0.1247 0.019 -0.0811 -0.1247 0.0211 0.009 -0.1918 -0.1941 -0.1492 -0.0025 0.0065 0.0025 -0.1969 -0.1995 -0.1495 0.0149 0.019 0.0075 0.0025 0.009 193 597 1026 2222 2006-05-01 2006-05-01 2006-05-01 2006-05-01 0.0065 0.0025 0.019 193 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsDirexionMonthlySmallCapBull2XFundBarChart column period compact * ~</div> 597 1026 193 2222 597 1026 2222 0.0319 0.0319 0.0207 0.027 0.0533 0 Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the &#8220;Financial Highlights&#8221; section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. 0.0544 There is the risk that you could lose all or a portion of your money on your investment in the Fund. Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares <b>S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index</b> -0.0459 -0.0606 -0.053 -0.0494 -0.0577 -0.0422 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsDirexionMonthlyNASDAQ-100(R)Bull2XFundBarChart column period compact * ~</div> <b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. (800) 851-0511 www.direxionfunds.com The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). year-to-date return 2012-09-30 -0.2887 highest calendar quarter return 2011-09-30 0.5273 lowest calendar quarter return 2009-06-30 -0.4738 Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares <b>Russell 2000&#174; Index</b> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualFundOperatingExpensesDirexionMonthlySP500RBear2XFund column period compact * ~</div> <b>Russell 2000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index </b> Return After Taxes on Distributions and Sale of Fund Shares Return After Taxes on Distributions <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleExpenseExampleTransposedDirexionMonthlySP500RBear2XFund column period compact * ~</div> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsDirexionMonthlySmallCapBear2XFundBarChart column period compact * ~</div> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleExpenseExampleTransposedDirexionMonthlySmallCapBull2XFund column period compact * ~</div> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsDirexionMonthlySP500RBear2XFundBarChart column period compact * ~</div> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedDirexionMonthlySmallCapBull2XFund column period compact * ~</div> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedDirexionMonthlySP500RBear2XFund column period compact * ~</div> <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedDirexionMonthlySmallCapBear2XFund column period compact * ~</div> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualFundOperatingExpensesDirexionMonthlyLatinAmericaBull2XFund column period compact * ~</div> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleExpenseExampleTransposedDirexionMonthlyLatinAmericaBull2XFund column period compact * ~</div> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedDirexionMonthlyLatinAmericaBull2XFund column period compact * ~</div> 0.0075 0.0025 0.009 0.0065 0.0025 0.019 193 <b>Investment Objective </b> 597 <b>Fees and Expenses of the Fund </b> 1026 This table describes the fees and expenses you may pay if you buy and hold shares of the Fund. 2222 <b>Example.</b> The example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <b>Direxion Monthly China Bull 2X Fund</b> <b>Portfolio Turnover. </b> The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is calculated without regard to cash instruments or derivatives. If such instruments were included, the Fund&#8217;s portfolio turnover rate would be significantly higher. The Fund seeks monthly investment results, before fees and expenses, of 200% of the calendar month performance of the FTSE China 25 Index. <b>The Fund seeks calendar month leveraged investment results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking calendar month leveraged investment results, understand the risks associated with the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.</b> <b>Principal Investment Strategy </b> <b>Annual Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) <b>Principal Risks </b> The Fund, under normal circumstances, invests at least 80% of its assets in the equity securities that comprise the FTSE China 25 Index (the "Index") and/or financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating long positions. The financial instruments in which the Fund may invest include exchange-traded funds ("ETFs"), stock index futures contracts, options on stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.<br/><br/>China is considered an "emerging market," as that term is defined by the index provider. The term "emerging market" refers to an economy that is in the initial stages of industrialization and has been historically marked by low per capita income and lack of capital market transparency, but appears to be implementing political and/or market reforms resulting in greater capital market transparency, increased access for foreign investors and generally improved economic conditions. Emerging markets have the potential for significantly higher or lower rates of return and carry greater risks than more developed economies.<br/><br/>The Index consists of 25 of the largest and most liquid companies available to international investors traded on the Hong Kong Stock Exchange. The Index is weighted based on the total market value of each company so that companies with higher total market values generally have a higher representation in the Index. FTSE Index Limited is not a sponsor of, or in any way affiliated with, the Fund.<br/><br/>The Fund may gain exposure to only a representative sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure either by directly investing in the underlying securities of the Index or by investing in derivatives that provide exposure to those securities. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Fund's portfolio so that its exposure to the Index is consistent with the Fund's investment objective. The impact of the Index's movements during the month will affect whether the Fund's portfolio needs to be re-positioned. For example, if the Index has risen over the course of a given month, net assets of the Fund should rise, meaning that the Fund's exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the Fund's exposure will need to be reduced. The Fund will concentrate its investment in a particular industry or group of industries to approximately the same extent as the Index is so concentrated.<br/><br/>The Fund is a "non-diversified" fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br/><br/> <b>Active and Frequent Trading Risk</b><br/><br/> The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/> <b>Adverse Market Conditions Risk</b><br/><br/> Because the Fund magnifies the performance of the Index, the Fund's performance will suffer during conditions in which the Index declines.<br/><br/> <b>Adviser's Investment Strategy Risk</b><br/><br/> The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate the Fund's performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.<br/><br/> <b>China Risk</b><br/><br/> China is a totalitarian country and the central government has historically exercised substantial control over virtually every sector of the Chinese economy. Government power raises the risk of nationalization, expropriation, or confiscation of property. The legal system is still developing and the ability to obtain or enforce judgments is uncertain. China's relationship with Taiwan is poor and the possibility of military action exists. China differs, often unfavorably, from more developed countries in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, among others.<br/><br/> <b>Counterparty Risk</b><br/><br/> The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund's exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br/><br/> <b>Currency Exchange Rate Risk</b><br/><br/> Changes in foreign currency exchange rates will affect the value of what the Fund owns and the Fund's share price. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Devaluation of a currency by a country's government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets.<br/><br/> <b>Depositary Receipt Risk</b><br/><br/> To the extent the Fund invests in stocks of foreign corporations, the Fund's investment in such stocks may also be in the form of depositary receipts or other securities convertible into securities of foreign issuers. Depositary receipts may be purchased through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participation by the issuer of the depositary security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts of the deposited securities. Fund investments in depositary receipts, which include American Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs") and European Depositary Receipts ("EDRs") are deemed to be investments in foreign securities for purposes of the Fund's investment strategy.<br/><br/> <b>Derivatives Risk</b><br/><br/> The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund's investments in derivatives currently are subject to the following risks: <blockquote>Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.<br/><br/> Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund's investment return, or create a loss.<br/><br/> Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective.<br/><br/> Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</blockquote> <b>Early Close/Trading Halt Risk</b><br/><br/> An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.<br/><br/> <b>Effects of Compounding and Market Volatility Risk</b><br/><br/> The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar month's gains or reducing exposure in response to that calendar month's losses. This means that for a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Fund's target (200%) generally will not equal the Fund's performance over that same period.<br/><br/> 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 index due to the compounding effect of losses and gains on the returns of the Fund. It also is expected that the Fund's use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market.<br/><br/> The effect of compounding becomes more pronounced on the Fund's performance as the Index experiences volatility. The Index's volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For information regarding the effects of volatility and index performance on the long-term performance of the Fund, see "Additional Information Regarding Investment Techniques and Policies" and "Negative Implications of Monthly Goals in Volatile Markets" in the Fund's full prospectus, and "Special Note Regarding the Correlation Risks of the Funds" in the Fund's Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat.<br/><br/> Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios.<br/><br/> To fully understand the risks of market volatility on the Fund, see "Negative Implications of Monthly Goals in Volatile Markets" found in the statutory prospectus.<br/><br/> <b>Emerging Markets Risk</b><br/><br/> Indirect investments in emerging markets instruments involve greater risks than investing in foreign instruments in general. Risks of investing in emerging market countries include political or social upheaval, nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets and risks from an economy's dependence on revenues from particular commodities or industries. In addition, currency transfer restrictions, limited potential buyers for such instruments, delays and disruption in settlement procedures and illiquidity or low volumes of transactions may make exits difficult or impossible at times.<br/><br/> <b>Equity Securities Risk</b><br/><br/> Investments in publicly issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the net asset value ("NAV") of the Fund to fluctuate.<br/><br/> <b>Foreign Securities Risk</b><br/><br/> Indirectly investing in foreign instruments may involve greater risks than investing in domestic instruments. As a result, a Fund's returns and NAVs may be affected to a large degree by fluctuations in currency exchange rates, political, diplomatic or economic conditions and regulatory requirements in other countries. The laws and accounting, auditing, and financial reporting standards in foreign countries typically are not as strict as they are in the U.S., and there may be less public information available about foreign companies.<br/><br/> <b>Gain Limitation Risk</b><br/><br/> Rafferty will attempt to position the Fund's portfolio to ensure that the Fund does not lose more than 90% of its NAV in a given calendar month. The cost of such downside protection will be limitations on the Fund's gains. As a consequence, the Fund's portfolio may not be responsive to Index gains beyond 45% in a given calendar month. For example, if the Index were to gain 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is 200% of the Index gain of 50%.<br/><br/> <b>Geographic Concentration Risk</b><br/><br/> Investments in a particular country or geographic region may be particularly susceptible to political, diplomatic or economic conditions and regulatory requirements. As a result, a Fund that focus its investments in a particular country or geographic region may be more volatile than a more geographically diversified fund.<br/><br/> <b>Intra-Calendar Month Investment Risk</b><br/><br/> The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Fund's net assets will rise by the same amount as the Fund's exposure. Conversely, if the Index moves in value in a direction adverse to the Fund, the Fund's net assets will decline by the same amount as the Fund's exposure. Since a Fund starts each month with exposure which is 200% of its net assets, a change in both the exposure and the net assets of the Fund by the same absolute amount results in a change in the comparative relationship of the two. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close on the last trading day of the month, it would seek $200 of exposure to the next month's Index performance. If the Index rose by 1% by mid-month, the exposure of the Fund will have risen by 1% to $202 and the net assets will have risen by that $2 gain to $102. With net assets of $102 and exposure of $202, a purchaser at that point would be receiving 198% exposure of her investment instead of 200%.<br/><br/> <b>Large Cap Stock Risk</b><br/><br/> To the extent the Fund invests in large capitalization stocks, the Fund may underperform Funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor.<br/><br/> <b>Leverage Risk</b><br/><br/> If you invest in the Fund, you are exposed to the risk that a decline in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount equal to 2% for every 1% monthly decline, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the event of an Index decline of more than 50%. Further, purchasing shares intra-calendar month may result in greater than 200% exposure to the performance of the Index if the Index declines between the end of the last calendar month and the time the investor purchased Fund shares.<br/><br/> <b>Liquidity Risk</b><br/><br/> Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or at a price that is lower than Rafferty's judgment of the security's true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.<br/><br/> <b>Market Risk</b><br/><br/> The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.<br/><br/> <b>Market Timing Activity Risk</b><br/><br/> Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of "asset allocation" and "market timing" investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/> <b>Monthly Correlation Risk</b><br/><br/> There is no guarantee that the Fund will achieve its monthly target. The Fund may have difficulty achieving its monthly target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and accounting standards. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities surrounding annual index reconstitutions and other index repositioning or reconstitution events may hinder the Fund's ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio monthly to keep leverage consistent with its calendar month leveraged investment objective.<br/><br/> <b>Non-Diversification Risk</b><br/><br/> The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund's NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/><br/> <b>Regulatory Risk</b><br/><br/> The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund's operations and/or change the competitive landscape.<br/><br/> <b>Risks of Investing in Other Investment Companies (including ETFs)</b><br/><br/> Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund's proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund's own operations. The Fund's performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund's investment will decline, adversely affecting the Fund's performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund's holdings in those shares at the most optimal time, adversely affecting the Fund's performance.<br/><br/> <b>Tracking Error Risk</b><br/><br/> The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund may meets its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period.<br/><br/> <b>Valuation Time Risk</b><br/><br/> The Fund values its portfolio as of the close of regular trading on the New York Stock Exchange ("NYSE") (generally 4:00 PM Eastern time). In some cases, foreign market indices close before the NYSE opens or may not be open for business on the same calendar days as the Fund. As a result, the performance of the Fund that tracks a foreign market index can vary from the performance of that index. <b>Fund Performance</b> <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). <b>Investment Objective </b> <b>Fees and Expenses of the Fund </b> This table describes the fees and expenses you may pay if you buy and hold shares of the Fund. <b>Example.</b> The example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <b>Portfolio Turnover.</b> The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is calculated without regard to cash instruments or derivatives. If such instruments were included, the Fund&#8217;s portfolio turnover rate would be significantly higher. <b>Principal Investment Strategy. </b> <b>Principal Risks </b> <b>Fund Performance </b> During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 74.61% for the quarter ended June 30, 2009 and its lowest calendar quarter return was &#8211;52.62% for the quarter ended September 30, 2011. The year-to-date return as of September 30, 2012 was &#8211;2.43%. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). 0.0075 0.0025 0.009 0.0065 0.0025 0.019 <b>Direxion Monthly Commodity Bull 2X Fund</b> The Fund seeks monthly investment results, before fees and expenses, of 200% of the calendar month performance of the Morgan Stanley<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Commodity Related Equity Index. <b>The Fund seeks calendar month leveraged investment results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking calendar month leveraged investment results, understand the risks associated with the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.</b> <b>Annual Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) The Fund, under normal circumstances, invests at least 80% of its assets in the equity securities that comprise the Morgan Stanley<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Commodity Related Equity Index (the &#8220;Index&#8221;) and/or financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating long positions. The financial instruments in which the Fund may invest include exchange-traded funds (&#8220;ETFs&#8221;), stock index futures contracts, options on stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.<br/><br/>The Index is provided by Morgan Stanley<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> (the &#8220;Index Provider) and is an equal-dollar weighted index of shares of 20 widely held domestic and foreign companies selected by the Index Provider that are involved in commodity-related industries such as energy (e.g. oil and gas production and oilfield services and equipment), non-ferrous metals, precious metals, agriculture and forest products. The Index was developed with a base value of 200 as of March 15, 1996. The Index Provider is not a sponsor of, or in any way affiliated with, the Fund.<br/><br/>The Fund may gain exposure to only a representative sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure either by directly investing in the underlying securities of the Index or by investing in derivatives that provide exposure to those securities. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Fund&#8217;s portfolio so that its exposure to the Index is consistent with the Fund&#8217;s investment objective. The impact of the Index&#8217;s movements during the month will affect whether the Fund&#8217;s portfolio needs to be re-positioned. For example, if the Index has risen over the course of a given month, net assets of the Fund should rise, meaning that the Fund&#8217;s exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the Fund&#8217;s exposure will need to be reduced. The Fund will concentrate its investment in a particular industry or group of industries to approximately the same extent as the Index is so concentrated. <br/><br/> The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br /><br /> <b>Active and Frequent Trading Risk </b><br /><br /> The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br /><br /> <b>Adverse Market Conditions Risk </b><br /><br /> Because the Fund magnifies the performance of the Index, the Fund&#8217;s performance will suffer during conditions in which the Index declines.<br /><br /> <b>Adviser&#8217;s Investment Strategy Risk </b><br /><br /> The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate the Fund&#8217;s performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.<br /><br /> <b>Commodity-Related Sector Risk </b><br /><br /> The Fund invests in the securities of companies in the commodities sector. Investments in companies involved in commodity-related businesses may be subject to greater volatility than investments in companies involved in more traditional businesses. The value of companies in commodity-related businesses may be affected by overall market movements and other factors affecting the value of a particular industry or commodity, such as weather, disease, embargoes, or political and regulatory developments.<br /><br /> <b>Concentration Risk </b><br /><br /> Concentration risk results from focusing the Fund&#8217;s investments in a specific industry or sector. The performance of a fund that focuses its investments in a particular industry or sector may be more volatile than a fund that does not concentrate its investments. A fund that concentrates its investments in an industry or group of industries also may be more susceptible to any single economic market, political or regulatory occurrence affecting that industry or group of industries.<br /><br /> <b>Counterparty Risk </b><br /><br /> The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br /><br /> <b>Currency Exchange Rate Risk </b><br /><br /> Changes in foreign currency exchange rates will affect the value of what the Fund owns and the Fund&#8217;s share price. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Devaluation of a currency by a country&#8217;s government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets.<br /><br /> <b>Depositary Receipt Risk </b><br /><br /> To the extent the Fund seeks exposure to foreign companies, the Fund&#8217;s investments may be in the form of depositary receipts or other securities convertible into securities of foreign issuers, including American Depositary Receipts (&#8220;ADRs&#8221;), European Depositary Receipts (&#8220;EDRs&#8221;), and Global Depositary Receipts (&#8220;GDRs&#8221;). While the use of ADRs, EDRs and GDRs, which are traded on exchanges and represent and ownership in a foreign security, provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in ADRs, EDRs, and GDRs continue to be subject to certain of the risks associated with investing directly in foreign securities.<br /><br /> <b>Derivatives Risk </b><br /><br /> The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives currently are subject to the following risks: <p style="margin-left: 100px;">Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency. <br /><br /> Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss. <br /><br /> Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective. <br /><br /> Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</p> <b>Early Close/Trading Halt Risk </b><br /><br /> An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.<br /><br /> <b>Effects of Compounding and Market Volatility Risk </b><br /><br /> The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar month&#8217;s gains or reducing exposure in response to that calendar month&#8217;s losses. This means that for a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Fund&#8217;s target (200%) generally will not equal the Fund&#8217;s performance over that same period. <br /><br /> As a result, over time, the cumulative percentage increase or decrease in the value of the Fund&#8217;s portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Fund&#8217;s underlying index due to the compounding effect of losses and gains on the returns of the Fund. It also is expected that the Fund&#8217;s use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market. <br /><br /> The effect of compounding becomes more pronounced on the Fund&#8217;s performance as the Index experiences volatility. The Index&#8217;s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For information regarding the effects of volatility and index performance on the long-term performance of the Fund, see &#8220;Additional Information Regarding Investment Techniques and Policies&#8221; and &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; in the Fund&#8217;s full prospectus, and &#8220;Special Note Regarding the Correlation Risks of the Funds&#8221; in the Fund&#8217;s Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat. <br /><br /> Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios. <br /><br /> To fully understand the risks of market volatility on the Fund, see &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; found in the statutory prospectus.<br /><br /> <b>Energy Securities Risk </b><br /><br /> The Fund will invest in securities issued by, and/or that have exposure to, companies that engage in energy-related businesses and companies primarily involved in the production and mining of coal and other fuels used in the generation of consumable energy. As a result, the Fund is subject to risks of legislative or regulatory changes, adverse market conditions and/or increased competition affecting the energy sector. The prices of the securities of energy and energy services companies may fluctuate widely due to the supply and demand for both their specific products or services and energy products in general. In addition, the prices of energy product securities may be affected by changes in value and dividend yield.<br /><br /> <b>Equity Securities Risk </b><br /><br /> Investments in publicly issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the net asset value (&#8220;NAV&#8221;) of the Fund to fluctuate.<br /><br /> <b>Foreign Securities Risk </b><br /><br /> Indirectly investing in foreign instruments may involve greater risks than investing in domestic instruments. As a result, a Fund&#8217;s returns and NAVs may be affected to a large degree by fluctuations in currency exchange rates, political, diplomatic or economic conditions and regulatory requirements in other countries. The laws and accounting, auditing, and financial reporting standards in foreign countries typically are not as strict as they are in the U.S., and there may be less public information available about foreign companies.<br /><br /> <b>Gain Limitation Risk </b><br /><br /> Rafferty will attempt to position the Fund&#8217;s portfolio to ensure that the Fund does not lose more than 90% of its NAV in a given calendar month. The cost of such downside protection will be limitations on the Fund&#8217;s gains. As a consequence, the Fund&#8217;s portfolio may not be responsive to Index gains beyond 45% in a given calendar month. For example, if the Index were to gain 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is 200% of the Index gain of 50%.<br /><br /> <b>Intra-Calendar Month Investment Risk </b><br /><br /> The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Fund&#8217;s net assets will rise by the same amount as the Fund&#8217;s exposure. Conversely, if the Index moves in value in a direction adverse to the Fund, the Fund&#8217;s net assets will decline by the same amount as the Fund&#8217;s exposure. Since a Fund starts each month with exposure which is 200% of its net assets, a change in both the exposure and the net assets of the Fund by the same absolute amount results in a change in the comparative relationship of the two. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close on the last trading day of the month, it would seek $200 of exposure to the next month&#8217;s Index performance. If the Index rose by 1% by mid-month, the exposure of the Fund will have risen by 1% to $202 and the net assets will have risen by that $2 gain to $102. With net assets of $102 and exposure of $202, a purchaser at that point would be receiving 198% exposure of her investment instead of 200%.<br /><br /> <b>Leverage Risk </b><br /><br /> If you invest in the Fund, you are exposed to the risk that a decline in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount equal to 2% for every 1% monthly decline, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the event of an Index decline of more than 50%. Further, purchasing shares intra-calendar month may result in greater than 200% exposure to the performance of the Index if the Index declines between the end of the last calendar month and the time the investor purchased Fund shares.<br /><br /> <b>Liquidity Risk </b><br /><br /> Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or at a price that is lower than Rafferty&#8217;s judgment of the security&#8217;s true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.<br /><br /> <b>Market Risk </b><br /><br /> The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.<br /><br /> <b>Market Timing Activity Risk </b><br /><br /> Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of &#8220;asset allocation&#8221; and &#8220;market timing&#8221; investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br /><br /> <b>Monthly Correlation Risk </b><br /><br /> There is no guarantee that the Fund will achieve its monthly target. The Fund may have difficulty achieving its monthly target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and accounting standards. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities surrounding annual index reconstitutions and other index repositioning or reconstitution events may hinder the Fund&#8217;s ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio monthly to keep leverage consistent with its calendar month leveraged investment objective.<br /><br /> <b>Non-Diversification Risk </b><br /><br /> The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br /><br /> <b>Regulatory Risk </b><br /><br /> The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund&#8217;s operations and/or change the competitive landscape.<br /><br /> <b>Risks of Investing in Other Investment Companies (including ETFs) </b><br /><br /> Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br /><br /> <b>Tracking Error Risk </b><br /><br /> The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period.<br /><br /> <b>Valuation Time Risk </b><br /><br /> The Fund values its portfolio as of the close of regular trading on the New York Stock Exchange (&#8220;NYSE&#8221;) (generally 4:00 PM Eastern time). In some cases, foreign market indices close before the NYSE opens or may not be open for business on the same calendar days as the Fund. As a result, the performance of the Fund that tracks a foreign market index can vary from the performance of that index. <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) 0.0075 0.009 0.0065 0.0025 0.019 0.0025 193 March 1, 2014 0 597 There is the risk that you could lose all or a portion of your money on your investment in the Fund. <b>Non-Diversification Risk </b><br /><br />The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. 193 (800) 851-0511 1026 www.direxionfunds.com 597 1026 2222 After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. 2222 Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). year-to-date return 2012-09-30 -0.0176 highest calendar quarter return 2009-06-30 -0.4035 -0.4035 -0.2623 -0.1852 0.4551 lowest calendar quarter return -0.3976 -0.3977 -0.283 -0.1261 2008-12-31 -0.5895 2007-12-03 2007-12-03 2007-12-03 2007-12-03 0.1182 0.8367 -0.8579 1.9353 0.1935 -0.4137 0.8757 Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares <b>FTSE China 25 Index</b> -0.7696 0.9824 0.449 -0.2817 March 1, 2014 0 There is the risk that you could lose all or a portion of your money on your investment in the Fund. <b>Non-Diversification Risk </b><br /><br /> The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. (800) 851-0511 www.direxionfunds.com The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. There is the risk that you could lose all or a portion of your money on your investment in the Fund. <b>Non-Diversification Risk </b><br /><br /> The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. Total Annual Fund Operating Expenses for the Fund do not correlate to the "Ratios to Average Net Assets: Net Expenses" provided in the "Financial Highlights" section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. (800) 851-0511 www.direxionfunds.com The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. -0.2817 -0.1187 -0.1831 Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). year-to-date return 2012-09-30 -0.0243 highest calendar quarter return -0.0334 The Fund seeks monthly investment results, before fees and expenses, of 200% of the calendar month performance of the S&amp;P<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Latin America 40 Index. <b>The Fund seeks calendar month leveraged investment results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking calendar month leveraged investment results, understand the risks associated with the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.</b> -0.0227 2009-06-30 0.0667 0.7461 The Fund, under normal circumstances, invests at least 80% of its assets in the equity securities that comprise the S&amp;P<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Latin America 40 Index (the &#8220;Index&#8221;) and/or financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating long positions. The financial instruments in which the Fund may invest include exchange-traded funds (&#8220;ETFs&#8221;), stock index futures contracts, options on stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.<br/><br/> The countries that constitute Latin America are considered &#8220;emerging markets,&#8221; as that term is defined by the index provider. The term &#8220;emerging market&#8221; refers to an economy that is in the initial stages of industrialization and has been historically marked by low per capita income and lack of capital market transparency, but appears to be implementing political and/or market reforms resulting in greater capital market transparency, increased access for foreign investors and generally improved economic conditions. Emerging markets have the potential for significantly higher or lower rates of return and carry greater risks than more developed economies. <br/><br/> The Index includes highly liquid securities from major economic sectors of the Mexican and South American equity markets. Companies from Mexico, Brazil, Argentina, and Chile are represented in this index. Representing approximately 70% of each country&#8217;s market capitalization, this index provides coverage of the large cap, liquid constituents of each key country in Latin America. &#8220;Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221;, &#8220;S&amp;P<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221;, &#8220;S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221; and &#8220;Standard &amp; Poor&#8217;s 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221; are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use. The Fund is not sponsored, endorsed, sold or promoted by Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> and Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> makes no representation regarding the advisability of investing in the Fund. <br/><br/> The Fund may gain exposure to only a representative sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure either by directly investing in the underlying securities of the Index or by investing in derivatives that provide exposure to those securities. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Fund&#8217;s portfolio so that its exposure to the Index is consistent with the Fund&#8217;s investment objective. The impact of the Index&#8217;s movements during the month will affect whether the Fund&#8217;s portfolio needs to be re-positioned. For example, if the Index has risen over the course of a given month, net assets of the Fund should rise, meaning that the Fund&#8217;s exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the Fund&#8217;s exposure will need to be reduced. The Fund will concentrate its investment in a particular industry or group of industries to approximately the same extent as the Index is so concentrated. <br/><br/> The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. lowest calendar quarter return <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) 2011-09-30 0.0069 0.1034 0.012 -0.5262 <b>Annual Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br/><br/> <b>Active and Frequent Trading Risk</b><br/><br/> The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/> <b>Adverse Market Conditions Risk</b><br/><br/> Because the Fund magnifies the performance of the Index, the Fund's performance will suffer during conditions in which the Index declines. <br/><br/> <b>Adviser's Investment Strategy Risk</b><br/><br/> The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate the Fund's performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective. <br/><br/> <b>Counterparty Risk</b><br/><br/> The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund's exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br/><br/><b>Currency Exchange Rate Risk</b><br/><br/> Changes in foreign currency exchange rates will affect the value of what the Fund owns and the Fund's share price. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Devaluation of a currency by a country's government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets. <br/><br/> <b>Depositary Receipt Risk </b><br/><br/> To the extent the Fund invests in stocks of foreign corporations, the Fund's investment in such stocks may also be in the form of depositary receipts or other securities convertible into securities of foreign issuers. Depositary receipts may be purchased through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participation by the issuer of the depositary security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts of the deposited securities. Fund investments in depositary receipts, which include American Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs") and European Depositary Receipts ("EDRs") are deemed to be investments in foreign securities for purposes of the Fund's investment strategy. <br/><br/> <b>Derivatives Risk </b><br/><br/> The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund's investments in derivatives currently are subject to the following risks: <blockquote>Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.<br/><br/> Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund's investment return, or create a loss.<br/><br/> Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective.<br/><br/> Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves. </blockquote> <b>Early Close/Trading Halt Risk </b><br/><br/> An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses. <br/><br/> <b>Effects of Compounding and Market Volatility Risk </b><br/><br/> The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar month's gains or reducing exposure in response to that calendar month's losses. This means that for a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Fund's target (200%) generally will not equal the Fund's performance over that same period. <br/><br/> 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 index due to the compounding effect of losses and gains on the returns of the Fund. It also is expected that the Fund's use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market. <br/><br/> The effect of compounding becomes more pronounced on the Fund's performance as the Index experiences volatility. The Index's volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For additional information regarding the effects of volatility and index performance on the long-term performance of the Fund, see "Additional Information Regarding Investment Techniques and Policies" and "Negative Implications of Monthly Goals in Volatile Markets" in the Fund's full prospectus, and "Special Note Regarding the Correlation Risks of the Funds" in the Fund's Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat. <br/><br/> Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios. <br/><br/> To fully understand the risks of market volatility on the Fund, see "Negative Implications of Monthly Goals in Volatile Markets" found in the statutory prospectus. <br/><br/> <b>Emerging Markets Risk </b><br/><br/> Indirect investments in emerging markets instruments involve greater risks than investing in foreign instruments in general. Risks of investing in emerging market countries include political or social upheaval, nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets and risks from an economy's dependence on revenues from particular commodities or industries. In addition, currency transfer restrictions, limited potential buyers for such instruments, delays and disruption in settlement procedures and illiquidity or low volumes of transactions may make exits difficult or impossible at times. <br/><br/> <b>Equity Securities Risk </b><br/><br/> Investments in publicly issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the net asset value ("NAV") of the Fund to fluctuate. <br/><br/> <b>Foreign Securities Risk </b><br/><br/> Indirectly investing in foreign instruments may involve greater risks than investing in domestic instruments. As a result, a Fund's returns and NAVs may be affected to a large degree by fluctuations in currency exchange rates, political, diplomatic or economic conditions and regulatory requirements in other countries. The laws and accounting, auditing, and financial reporting standards in foreign countries typically are not as strict as they are in the U.S., and there may be less public information available about foreign companies. <br/><br/> <b>Gain Limitation Risk </b><br/><br/> Rafferty will attempt to position the Fund's portfolio to ensure that the Fund does not lose more than 90% of its NAV in a given calendar month. The cost of such downside protection will be limitations on the Fund's gains. As a consequence, the Fund's portfolio may not be responsive to Index gains beyond 45% in a given calendar month. For example, if the Index were to gain 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is 200% of the Index gain of 50%. <br/><br/> <b>Geographic Concentration Risk </b><br/><br/> Investments in a particular country or geographic region may be particularly susceptible to political, diplomatic or economic conditions and regulatory requirements. As a result, a Fund that focus its investments in a particular country or geographic region may be more volatile than a more geographically diversified fund. <br/><br/> <b>Intra-Calendar Month Investment Risk </b><br/><br/> The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Fund's net assets will rise by the same amount as the Fund's exposure. Conversely, if the Index moves in value in a direction adverse to the Fund, the Fund's net assets will decline by the same amount as the Fund's exposure. Since a Fund starts each month with exposure which is 200% of its net assets, a change in both the exposure and the net assets of the Fund by the same absolute amount results in a change in the comparative relationship of the two. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close on the last trading day of the month, it would seek $200 of exposure to the next month's Index performance. If the Index rose by 1% by mid-month, the exposure of the Fund will have risen by 1% to $202 and the net assets will have risen by that $2 gain to $102. With net assets of $102 and exposure of $202, a purchaser at that point would be receiving 198% exposure of her investment instead of 200%. <br/><br/> <b>Large Cap Stock Risk </b><br/><br/> To the extent the Fund invests in large capitalization stocks, the Fund may underperform Funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor. <br/><br/> <b>Latin America Risk </b><br/><br/> Latin America has generally been characterized by substantial economic instability resulting from, among other things, political unrest, high interest and inflation rates, currency devaluations and government deficits. The economies of Latin America are heavily dependent on the health of the U.S. economy and, because commodities such as oil and gas, minerals, and metals, represent a significant percentage of the region's exports, the economies of Latin American countries are sensitive to fluctuations in commodity prices. The economies of the countries in the region may be impacted by the policies or economic problems of other Latin American countries. As a result of these factors, an investment in the Fund may experience significant volatility. <br/><br/> <b>Leverage Risk </b><br/><br/> If you invest in the Fund, you are exposed to the risk that a decline in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount equal to 2% for every 1% monthly decline, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the event of an Index decline of more than 50%. Further, purchasing shares intra-calendar month may result in greater than 200% exposure to the performance of the Index if the Index declines between the end of the last calendar month and the time the investor purchased Fund shares. <br/><br/> <b>Liquidity Risk </b><br/><br/> Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or at a price that is lower than Rafferty's judgment of the security's true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. <br/><br/> <b>Market Risk </b><br/><br/> The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market. <br/><br/> <b>Market Timing Activity Risk </b><br/><br/> Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of "asset allocation" and "market timing" investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them. <br/><br/> <b>Monthly Correlation Risk </b><br/><br/> There is no guarantee that the Fund will achieve its monthly target. The Fund may have difficulty achieving its monthly target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and accounting standards. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities surrounding annual index reconstitutions and other index repositioning or reconstitution events may hinder the Fund's ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio monthly to keep leverage consistent with its calendar month leveraged investment objective. <br/><br/> <b>Non-Diversification Risk </b><br/><br/> The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund's NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/><br/> <b>Regulatory Risk </b><br/><br/> The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund's operations and/or change the competitive landscape. <br/><br/> <b>Risks of Investing in Other Investment Companies (including ETFs) </b><br/><br/> Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund's proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund's own operations. The Fund's performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund's investment will decline, adversely affecting the Fund's performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund's holdings in those shares at the most optimal time, adversely affecting the Fund's performance. <br/><br/> <b>Tracking Error Risk </b><br/><br/> The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period. <br/><br/> <b>Valuation Time Risk </b><br/><br/> The Fund values its portfolio as of the close of regular trading on the New York Stock Exchange ("NYSE") (generally 4:00 PM Eastern time). In some cases, foreign market indices close before the NYSE opens or may not be open for business on the same calendar days as the Fund. As a result, the performance of the Fund that tracks a foreign market index can vary from the performance of that index. 2005-02-17 2005-02-17 year-to-date return 2005-02-17 2005-02-17 2012-09-30 -0.0363 highest calendar quarter return Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the &#8220;Financial Highlights&#8221; section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. 2009-06-30 0.7601 March 1, 2014 lowest calendar quarter return 0 2008-12-31 Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares -0.7061 Morgan Stanley Commodity Related Equity Index -0.8659 0.7548 0.0143 -0.4035 The Fund seeks monthly investment results, before fees and expenses, of 200% of the calendar month performance of the S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index. <b>The Fund seeks calendar month leveraged investment results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking calendar month leveraged investment results, understand the risks associated with the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.</b> <b>Annual Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) 0.304 0.3035 0.1976 0.1708 The Fund, under normal circumstances, invests at least 80% of its assets in the equity securities that comprise the S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index (the &#8220;Index&#8221;) and/or financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating long positions. These financial instruments include Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Depositary Receipts (&#8220;SPDRs<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221;), which are publicly-traded index securities based on the Index, other exchange-traded funds (&#8220;ETFs&#8221;), stock index futures contracts, options on stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements. <br /><br /> The Index is a capitalization-weighted index composed of 500 common stocks. Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> selects the 500 stocks comprising the Index on the basis of market values and industry diversification. Most of the stocks in the Index are issued by the 500 largest companies, in terms of the aggregate market value of their outstanding stock, and generally are listed on the NYSE. &#8220;Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221;, &#8220;S&amp;P<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221;, &#8220;S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221; and &#8220;Standard &amp; Poor&#8217;s 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>&#8221; are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use. The Fund is not sponsored, endorsed, sold or promoted by Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>, and Standard &amp; Poor&#8217;s<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> makes no representation regarding the advisability of investing in the Fund. <br /><br /> The Fund may gain exposure to only a representative sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure either by directly investing in the underlying securities of the Index or by investing in derivatives that provide exposure to those securities. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Fund&#8217;s portfolio so that its exposure to the Index is consistent with the Fund&#8217;s investment objective. The impact of the Index&#8217;s movements during the month will affect whether the Fund&#8217;s portfolio needs to be re-positioned. For example, if the Index has risen over the course of a given month, net assets of the Fund should rise, meaning that the Fund&#8217;s exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the Fund&#8217;s exposure will need to be reduced. The Fund will concentrate its investment in a particular industry or group of industries to approximately the same extent as the Index is so concentrated. <br /><br /> The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br /><br /> <b>Active and Frequent Trading Risk </b><br /><br /> The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br /><br /> <b>Adverse Market Conditions Risk </b><br /><br /> Because the Fund magnifies the performance of the Index, the Fund&#8217;s performance will suffer during conditions in which the Index declines.<br /><br /> <b>Adviser&#8217;s Investment Strategy Risk </b><br /><br /> The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate the Fund&#8217;s performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.<br /><br /> <b>Counterparty Risk </b><br /><br /> The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br /><br /><b>Derivatives Risk </b><br /><br /> The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives currently are subject to the following risks: <br /><br /><p style="PADDING-LEFT: 80px">Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency. <br /><br /> Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss. <br /><br /> Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective. <br /><br /> Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</p> <b>Early Close/Trading Halt Risk </b><br /><br /> An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.<br /><br /> <b>Effects of Compounding and Market Volatility Risk </b><br /><br /> The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar month&#8217;s gains or reducing exposure in response to that calendar month&#8217;s losses. This means that for a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Fund&#8217;s target (200%) generally will not equal the Fund&#8217;s performance over that same period. <br /><br /> As a result, over time, the cumulative percentage increase or decrease in the value of the Fund&#8217;s portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Fund&#8217;s underlying index due to the compounding effect of losses and gains on the returns of the Fund. It also is expected that the Fund&#8217;s use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market. <br /><br /> The effect of compounding becomes more pronounced on the Fund&#8217;s performance as the Index experiences volatility. The Index&#8217;s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For information regarding the effects of volatility and index performance on the long-term performance of the Fund, see &#8220;Additional Information Regarding Investment Techniques and Policies&#8221; and &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; in the Fund&#8217;s full prospectus, and &#8220;Special Note Regarding the Correlation Risks of the Funds&#8221; in the Fund&#8217;s Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat. <br /><br /> Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios. <br /><br /> To fully understand the risks of market volatility on the Fund, see &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; found in the statutory prospectus.<br /><br /> <b>Equity Securities Risk </b><br /><br /> Investments in publicly issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the net asset value (&#8220;NAV&#8221;) of the Fund to fluctuate.<br /><br /> <b>Gain Limitation Risk </b><br /><br /> Rafferty will attempt to position the Fund&#8217;s portfolio to ensure that the Fund does not lose more than 90% of its NAV in a given calendar month. The cost of such downside protection will be limitations on the Fund&#8217;s gains. As a consequence, the Fund&#8217;s portfolio may not be responsive to Index gains beyond 45% in a given calendar month. For example, if the Index were to gain 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is 200% of the Index gain of 50%.<br /><br /> <b>Intra-Calendar Month Investment Risk </b><br /><br /> The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Fund&#8217;s net assets will rise by the same amount as the Fund&#8217;s exposure. Conversely, if the Index moves in value in a direction adverse to the Fund, the Fund&#8217;s net assets will decline by the same amount as the Fund&#8217;s exposure. Since a Fund starts each month with exposure which is 200% of its net assets, a change in both the exposure and the net assets of the Fund by the same absolute amount results in a change in the comparative relationship of the two. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close on the last trading day of the month, it would seek $200 of exposure to the next month&#8217;s Index performance. If the Index rose by 1% by mid-month, the exposure of the Fund will have risen by 1% to $202 and the net assets will have risen by that $2 gain to $102. With net assets of $102 and exposure of $202, a purchaser at that point would be receiving 198% exposure of her investment instead of 200%.<br /><br /> <b>Large Cap Stock Risk </b><br /><br /> To the extent the Fund invests in large capitalization stocks, the Fund may underperform Funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor.<br /><br /> <b>Leverage Risk </b><br /><br /> If you invest in the Fund, you are exposed to the risk that a decline in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount equal to 2% for every 1% monthly decline, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the event of an Index decline of more than 50%. Further, purchasing shares intra-calendar month may result in greater than 200% exposure to the performance of the Index if the Index declines between the end of the last calendar month and the time the investor purchased Fund shares.<br /><br /> <b>Liquidity Risk </b><br /><br /> Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or at a price that is lower than Rafferty&#8217;s judgment of the security&#8217;s true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.<br /><br /> <b>Market Risk </b><br /><br /> The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.<br /><br /> <b>Market Timing Activity Risk </b><br /><br /> Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of &#8220;asset allocation&#8221; and &#8220;market timing&#8221; investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br /><br /> <b>Monthly Correlation Risk </b><br /><br /> There is no guarantee that the Fund will achieve its monthly target. The Fund may have difficulty achieving its monthly target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and accounting standards. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities surrounding annual index reconstitutions and other index repositioning or reconstitution events may hinder the Fund&#8217;s ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio monthly to keep leverage consistent with its calendar month leveraged investment objective.<br/><br/> <b>Non-Diversification Risk </b><br /><br /> The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br /><br /> <b>Regulatory Risk </b><br /><br /> The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund&#8217;s operations and/or change the competitive landscape.<br /><br /> <b>Risks of Investing in Other Investment Companies (including ETFs) </b><br /><br /> Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br /><br /> <b>Tracking Error Risk </b><br /><br /> The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the 1 and 5 year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. <br /><br />The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly, targets. The Fund sought a daily target of 250% until September 30, 2009. At that time, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 250% instead of a monthly target of 200%, the calendar year performance of the Fund would have varied from that shown. 0.1513 0.1403 <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) 0.1258 During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 39.87% for the quarter ended September 30, 2009 and its lowest calendar quarter return was &#8211;57.41% for the quarter ended December 31, 2008. The year-to-date return as of September 30, 2012 was 31.21%. 0.1063 0.0972 0.0874 0.0585 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedDirexionMonthlyChinaBull2XFund column period compact * ~</div> <b>Fund Performance </b> <b>Principal Risks </b> <b>Principal Investment Strategy </b> <b>Direxion Monthly 10 Year Note Bull 2X Fund</b> The Fund seeks monthly investment results, before fees and expenses, of 200% of the calendar month performance of the NYSE Current 10-Year U.S. Treasury Index. <b>The Fund seeks calendar month leveraged investment results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking calendar month leveraged investment results, understand the risks associated with the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.</b> <b>Fees and Expenses of the Fund </b> <b>Annual Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) 0.0075 The Fund, under normal circumstances, creates long positions by investing at least 80% of its assets in the U.S. government securities that comprise the NYSE Current 10-Year U.S. Treasury Index (the &#8220;Index&#8221;) and/or: financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating long positions. These financial instruments include: exchange-traded funds (&#8220;ETFs&#8221;), futures contracts; options on securities, indices and futures contracts; equity caps, collars and floors; swap agreements; forward contracts; short positions, reveres repurchase agreements; and other financial instruments. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.<br/><br/>The Index is a one-security index comprised of the most recently issued 10-Year Treasury Note. Notes eligible for inclusion must be U.S. dollar-denominated Treasury notes with a fixed rate, non-zero coupon that are non-callable with a maturity of 10 years at issuance. The issue chosen at rebalancing is the most recently issued eligible Treasury note that settles on or before the final calendar day of the month. The official index close is calculated each trading day using the 4:00 p.m. Eastern time end-of-day bid. On days that the U.S. equity markets close early, the bond price is derived at the closing time of the New York Stock Exchange, or 1:00 p.m. EST. On days when the U.S. bond market has a suggested early close, as determined by the Securities Industry and Financial Markets Association (&#8220;SIFMA&#8221;), the bond price is derived at the suggested close of 2:00 p.m. EST. Calculations of index returns and characteristics adhere to U.S. Treasury market trading and settlement conventions. At time of issuance, this includes Actual/Actual day count convention with a semi-annual payment frequency. Bonds trade on a clean price basis (quoted without accrued interest). New issuance is evaluated at each month-end rebalancing. If a new, eligible, U.S. Treasury note or bond has been issued during the month, the existing issue in the index is sold on the rebalancing date and all proceeds including coupon reinvestment are rolled into the newly selected issue. The indices do not take transaction costs (bid-offer spreads) into account. Bid-side prices are used for the bond index calculations. For the month during which a coupon is paid, the cash flow is adjusted at a fixed money-market rate until the end of the month. The reinvestment rate is based on the USD One Month LIBOR rate as of the last business date of the previous month. The cash received on any given date during the month assumes that there are coupon payments during the period and therefore the reinvestment rate is applied to the actual number of days between the coupon payment date and the last calculated index day.<br/><br/>Neither the Trust nor the Fund is sponsored, endorsed, sold or promoted by NYSE EURONEXT or its affiliates (&#8220;NYSE EURONEXT&#8221;). NYSE EURONEXT makes no representation or warranty regarding the advisability of investing in securities generally, in the Fund particularly, or the ability of the NYSE Current 10-Year US Treasury Index<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">SM</sup>, to track general stock market performance.<br/><br/>NYSE EURONEXT MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE NYSE TREASURY INDEXES OR ANY DATA INCLUDED THEREIN. IN NO EVENT SHALL NYSE EURONEXT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. <br/><br/>The Fund may gain exposure to only a representative sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure either by directly investing in the underlying securities of the Index or by investing in derivatives that provide exposure to those securities. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Fund&#8217;s portfolio so that its exposure to the Index is consistent with the Fund&#8217;s investment objective. The impact of the Index&#8217;s movements during the month will affect whether the Fund&#8217;s portfolio needs to be re-positioned. For example, if the Index has risen over the course of a given month, net assets of the Fund should rise, meaning that the Fund&#8217;s exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the Fund&#8217;s exposure will need to be reduced. The Fund will concentrate its investment in a particular industry or group of industries to approximately the same extent as the Index is so concentrated.<br/><br/>The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. 0.0025 <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <b>Example.</b> <b>Portfolio Turnover.</b> An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br/><br/><b>Active and Frequent Trading Risk </b><br/><br/>The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Adverse Market Conditions Risk </b><br/><br/> Because the Fund magnifies the performance of the Index, the Fund&#8217;s performance will suffer during conditions in which the Index declines.<br/><br/><b>Adviser&#8217;s Investment Strategy Risk </b><br/><br/> The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate the Fund&#8217;s performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.<br/><br/><b>Concentration Risk </b><br/><br/> Concentration risk results from focusing the Fund&#8217;s investments in a specific industry or sector. The performance of a fund that focuses its investments in a particular industry or sector may be more volatile than a fund that does not concentrate its investments. A fund that concentrates its investments in an industry or group of industries also may be more susceptible to any single economic market, political or regulatory occurrence affecting that industry or group of industries.<br/><br/><b>Counterparty Risk </b><br/><br/> The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objectives.<br/><br/><b>Credit Risk </b><br/><br/> The Fund could lose money if the issuer or guarantor of a debt security goes bankrupt or is unable or unwilling to make interest payments and/or repay principal. Changes in an issuer&#8217;s financial strength or in an issuer&#8217;s or debt security&#8217;s credit rating also may affect a security&#8217;s value and thus have an impact on Fund performance.<br/><br/><b>Debt Instrument Risk </b><br/><br/> The Fund may invest in, or seek exposure to, debt instruments. Debt instruments may have varying levels of sensitivity to changes in interest rates, credit risk and other factors. Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal prior to the maturity date. In addition, changes in the credit quality of the issuer of a debt instrument can also affect the price of a debt instrument, as can an issuer&#8217;s default on its payment obligations. Such factors may cause the value of an investment in the Fund to decrease.<br/><br/><b>Derivatives Risk </b><br/><br/> The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives currently are subject to the following risks: <br/><p style="PADDING-LEFT: 80px">Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.</p><p style="PADDING-LEFT: 80px">Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss.</p><p style="PADDING-LEFT: 80px">Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective.</p><p style="PADDING-LEFT: 80px">Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</p><b>Early Close/Trading Halt Risk </b><br/><br/> An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.<br/><br/><b>Effects of Compounding and Market Volatility Risk </b><br/><br/> The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar month&#8217;s gains or reducing exposure in response to that calendar month&#8217;s losses. This means that for a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Fund&#8217;s target (200%) generally will not equal the Fund&#8217;s performance over that same period.<br/><br/>As a result, over time, the cumulative percentage increase or decrease in the value of the Fund&#8217;s portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Fund&#8217;s underlying index due to the compounding effect of losses and gains on the returns of the Fund. It also is expected that the Fund&#8217;s use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market.<br/><br/>The effect of compounding becomes more pronounced on the Fund&#8217;s performance as the Index experiences volatility. The Index&#8217;s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For information regarding the effects of volatility and index performance on the long-term performance of the Fund, see &#8220;Additional Information Regarding Investment Techniques and Policies&#8221; and &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; in the Fund&#8217;s full prospectus, and &#8220;Special Note Regarding the Correlation Risks of the Funds&#8221; in the Fund&#8217;s Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat.<br/><br/>Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios.<br/><br/>To fully understand the risks of market volatility on the Fund, see &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; found in the statutory prospectus.<br/><br/><b>Gain Limitation Risk </b><br/><br/> Rafferty will attempt to position the Fund&#8217;s portfolio to ensure that the Fund does not lose more than 90% of its net asset value (&#8220;NAV&#8221;) in a given calendar month. The cost of such downside protection will be limitations on the Fund&#8217;s gains. As a consequence, the Fund&#8217;s portfolio may not be responsive to Index gains beyond 45% in a given calendar month. For example, if the Index were to gain 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is 200% of the Index gain of 50%.<br/><br/><b>Interest Rate Risk </b><br/><br/> The value of the Fund&#8217;s investment in fixed income securities will fall when interest rates rise. The effect of increased interest rates is more pronounced for any intermediate-term or longer-term fixed income obligations owned by the Fund.<br/><br/><b>Intra-Calendar Month Investment Risk </b><br/><br/>The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Fund&#8217;s net assets will rise by the same amount as the Fund&#8217;s exposure. Conversely, if the Index moves in value in a direction adverse to the Fund, the Fund&#8217;s net assets will decline by the same amount as the Fund&#8217;s exposure. Since a Fund starts each month with exposure which is 200% of its net assets, a change in both the exposure and the net assets of the Fund by the same absolute amount results in a change in the comparative relationship of the two. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close on the last trading day of the month, it would seek $200 of exposure to the next month&#8217;s Index performance. If the Index rose by 1% by mid-month, the exposure of the Fund will have risen by 1% to $202 and the net assets will have risen by that $2 gain to $102. With net assets of $102 and exposure of $202, a purchaser at that point would be receiving 198% exposure of her investment instead of 200%.<br/><br/><b>Leverage Risk </b><br/><br/> If you invest in the Fund, you are exposed to the risk that a decline in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount equal to 2% for every 1% monthly decline, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the event of an Index decline of more than 50%. Further, purchasing shares intra-calendar month may result in greater than 200% exposure to the performance of the Index if the Index declines between the end of the last calendar month and the time the investor purchased Fund shares.<br/><br/><b>Liquidity Risk </b><br/><br/> Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or at a price that is lower than Rafferty&#8217;s judgment of the security&#8217;s true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.<br/><br/><b>Market Risk </b><br/><br/> The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.<br/><br/><b>Market Timing Activity Risk </b><br/><br/> Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of &#8220;asset allocation&#8221; and &#8220;market timing&#8221; investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Monthly Correlation Risk </b><br/><br/> There is no guarantee that the Fund will achieve its monthly target. The Fund may have difficulty achieving its monthly target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and accounting standards. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities surrounding annual index reconstitutions and other index repositioning or reconstitution events may hinder the Fund&#8217;s ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio monthly to keep leverage consistent with its calendar month leveraged investment objective.<br/><br/><b>Non-Diversification Risk </b><br/><br/> The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/><br/><b>Regulatory Risk </b><br/><br/> The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund&#8217;s operations and/or change the competitive landscape.<br/><br/><b>Risks of Investing in Other Investment Companies (including ETFs) </b><br/><br/> Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br/><br/><b>Tracking Error Risk </b><br/><br/> The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period.<br/><br/><b>U.S. Government Securities Risk </b><br/><br/> A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity. The market prices for such securities are not guaranteed and will fluctuate. In addition, because many types of U.S. government securities trade actively outside the United States, their prices may rise and fall as changes in global economic conditions affect the demand for these securities. -0.4137 -0.2689 -0.2064 The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is calculated without regard to cash instruments or derivatives. If such instruments were included, the Fund&#8217;s portfolio turnover rate would be significantly higher. -0.1172 -0.1366 -0.0998 0.0065 -0.0868 0.009 -0.1077 -0.0759 -0.0129 0.009 0.0025 0.178 2006-05-02 2006-05-02 2006-05-02 2006-05-02 0.019 0.0065 0.4561 0.0025 -0.1904 0.019 0.117 0.0075 0.304 March 1, 2014 0 Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the &#8220;Financial Highlights&#8221; section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. 193 597 1026 2222 The Fund, under normal circumstances, creates long positions by investing at least 80% of its assets in the U.S. government securities that comprise the NYSE Current 10-Year U.S. Treasury Index (the &#8220;Index&#8221;) and/or: financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating long positions. These financial instruments include: exchange-traded funds (&#8220;ETFs&#8221;), futures contracts; options on securities, indices and futures contracts; equity caps, collars and floors; swap agreements; forward contracts; short positions, reveres repurchase agreements; and other financial instruments. There is the risk that you could lose all or a portion of your money on your investment in the Fund. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsDirexionMonthly10YearNoteBull2XFundBarChart column period compact * ~</div> (800) 851-0511 www.direxionfunds.com The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. -0.0162 -0.7855 0.4698 0.2434 0.0467 0.0591 -0.0092 After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsDirexionMonthlyCommodityBull2XFundBarChart column period compact * ~</div> Return After Taxes on Distributions and Sale of Fund Shares <b>S&#38;P&#174; Latin America 40 Index</b> Return After Taxes on Distributions Return After Taxes on Distributions Return After Taxes on Distributions and Sale Fund Shares <b>NYSE Current 10-Year Treasury Index</b> -0.0092 -0.0318 -0.0063 0.0211 -0.0025 -0.1403 -0.1793 -0.175 -0.1324 -0.139 0.0149 -0.1075 -0.2817 -0.0227 <b>Investment Objective </b> 0.0172 2005-03-31 2005-03-31 2005-03-31 2005-03-31 <b>Fees and Expenses of the Fund </b> <b>Example.</b> The example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <b>Portfolio Turnover.</b> The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is calculated without regard to cash instruments or derivatives. If such instruments were included, the Fund&#8217;s portfolio turnover rate would be significantly higher. <b>Principal Investment Strategy </b> <b>Principal Risks </b> <b>Fund Performance </b> -0.4137 2006-05-01 2006-05-01 2006-05-01 2006-05-01 <b>Direxion Monthly Latin America Bull 2X Fund </b> <b>Investment Objective </b> <b>Fees and Expenses of the Fund </b> This table describes the fees and expenses you may pay if you buy and hold shares of the Fund. <b>Example.</b> <b>Investment Objective </b> The example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the 1 and 5 year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. <br /><br />The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly, targets. The Fund sought a daily target of 250% until September 30, 2009. On September 30, 2009, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 250% instead of a monthly target of 200%, the calendar year performance of the Fund would have varied from that shown. <b>Portfolio Turnover.</b> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsDirexionMonthlyChinaBull2XFundBarChart column period compact * ~</div> The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is calculated without regard to cash instruments or derivatives. If such instruments were included, the Fund&#8217;s portfolio turnover rate would be significantly higher. <b>Principal Investment Strategy. </b> <b>Direxion Monthly 10 Year Note Bear 2X Fund </b> During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 33.53% for the quarter ended December 31, 2008 and its lowest calendar quarter return was &#8211;13.76% for the quarter ended June 30, 2009. The year-to-date return as of September 30, 2012 was 6.70%. <b>Principal Risks </b> <b>Fund Performance </b> The NYSE Current 10-Year Note Treasury Index commenced operations on April 2, 2009. The Average Annual Total Return &#8220;Since Inception&#8221; shown in the table above is for the period from April 2, 2009 to December 31, 2011. <br/><br/>After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 76.01% for the quarter ended June 30, 2009 and its lowest calendar quarter return was &#8211;70.61% for the quarter ended December 31, 2008. The year-to-date return as of September 30, 2012 was &#8211;3.63%. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsDirexionMonthlyLatinAmericaBull2XFundBarChart column period compact * ~</div> The Fund seeks monthly investment results, before fees and expenses, of 200% of the inverse (or opposite) of the calendar month performance of the NYSE Current 10-Year U.S. Treasury Index. <b>The Fund seeks calendar month leveraged investment results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking calendar month leveraged investment results, understand the risks associated with shorting and the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.</b> <b>Fees and Expenses of the Fund </b> This table describes the fees and expenses you may pay if you buy and hold shares of the Fund. year-to-date return 2012-09-30 0.067 <b>Annual Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) highest calendar quarter return 2008-12-31 0.3353 lowest calendar quarter return 2009-06-30 -0.1376 After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). This table describes the fees and expenses you may pay if you buy and hold shares of the Fund. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. www.direxionfunds.com (800) 851-0511 0.0075 0.0025 0.0075 0.0025 0.005 0.0038 0.0213 -0.0015 0.0198 The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the 1 and 5 year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511.<br/><br/>The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly, targets. The Fund sought a daily target of 200% until September 30, 2009. At that time, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 200% instead of a monthly target of 200%, the calendar year performance of the Fund would have varied from that shown. The Fund, under normal circumstances, invests at least 80% of its assets in the equity securities that comprise the Morgan Stanley<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Commodity Related Equity Index (the &#8220;Index&#8221;) and/or financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating long positions. The financial instruments in which the Fund may invest include exchange-traded funds (&#8220;ETFs&#8221;), stock index futures contracts, options on stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. 201 653 1130 2450 The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the 1 and 5 year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. <br/><br/>The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly, targets. The Fund sought a daily target of 200% until September 30, 2009. At that time, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 200% instead of a monthly target of 200%, the calendar year performance of the Fund would have varied from that shown. During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 45.51% for the quarter ended June 30, 2009 and its lowest calendar quarter return was &#8211;58.95% for the quarter ended December 31, 2008. The year-to-date return as of September 30, 2012 was &#8211;1.76%. <b>Investment Objective </b> The Dynamic HY Bond Fund (the &#8220;Fund&#8221;) seeks to maximize total return (income plus capital appreciation). <b>Fees and Expenses of the Fund </b> This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. <b>Example.</b> The example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <b>Portfolio Turnover.</b> The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 508% of the average value of its portfolio. <b>Principal Investment Strategy </b> <b>Principal Risks </b> March 1, 2014 0 <b>Fund Performance </b> The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the 1 and 5 year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the &#8220;Financial Highlights&#8221; section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 7.85% for the quarter ended December 31, 2011 and its lowest calendar quarter return was -11.41% for the quarter ended March 31, 2009. The year-to-date return as of September 30, 2012 was 6.38%. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). The Fund, under normal circumstances, invests at least 80% of its assets in the U.S. government securities that comprise the NYSE Current 10-Year U.S. Treasury Index (the &#8220;Index&#8221;) and/or financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating short positions. These financial instruments include exchange-traded funds (&#8220;ETFs&#8221;), stock index futures contracts, options on stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements.<br/><br/> The Index is a one-security index comprised of the most recently issued 10-Year Treasury Note. Notes eligible for inclusion must be U.S. dollar-denominated Treasury notes with a fixed rate, non-zero coupon that are non-callable with a maturity of 10 years at issuance. The issue chosen at rebalancing is the most recently issued eligible Treasury note that settles on or before the final calendar day of the month. The official index close is calculated each trading day using the 4:00 p.m. Eastern time end-of-day bid. On days that the U.S. equity markets close early, the bond price is derived at the closing time of the New York Stock Exchange, or 1:00 p.m. EST. On days when the U.S. bond market has a suggested early close, as determined by the Securities Industry and Financial Markets Association (&#8220;SIFMA&#8221;), the bond price is derived at the suggested close of 2:00 p.m. EST. Calculations of index returns and characteristics adhere to U.S. Treasury market trading and settlement conventions. At time of issuance, this includes Actual/Actual day count convention with a semi-annual payment frequency. Bonds trade on a clean price basis (quoted without accrued interest). New issuance is evaluated at each month-end rebalancing. If a new, eligible, U.S. Treasury note or bond has been issued during the month, the existing issue in the index is sold on the rebalancing date and all proceeds including coupon reinvestment are rolled into the newly selected issue. The indices do not take transaction costs (bid-offer spreads) into account. Bid-side prices are used for the bond index calculations. For the month during which a coupon is paid, the cash flow is adjusted at a fixed money-market rate until the end of the month. The reinvestment rate is based on the USD One Month LIBOR rate as of the last business date of the previous month. The cash received on any given date during the month assumes that there are coupon payments during the period and therefore the reinvestment rate is applied to the actual number of days between the coupon payment date and the last calculated index day.<br/><br/>Neither the Trust nor the Fund is sponsored, endorsed, sold or promoted by NYSE EURONEXT or its affiliates (&#8220;NYSE EURONEXT&#8221;). NYSE EURONEXT makes no representation or warranty regarding the advisability of investing in securities generally, in the Fund particularly, or the ability of the NYSE Current 10-Year US Treasury Index<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">SM</sup>, to track general stock market performance.<br/><br/>NYSE EURONEXT MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE NYSE TREASURY INDEXES OR ANY DATA INCLUDED THEREIN. IN NO EVENT SHALL NYSE EURONEXT HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.<br/><br/>The Fund may gain exposure to only a representative sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure by investing in a combination of financial instruments that, in combination, provide exposure to the underlying securities of the Index. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Fund&#8217;s portfolio so that its exposure to the Index is consistent with the Fund&#8217;s investment objective. The impact of the Index&#8217;s movements during the month will affect whether the Fund&#8217;s portfolio needs to be re-positioned. For example, if the Index has risen over the course of a given month, net assets of the Fund should rise, meaning that the Fund&#8217;s exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the Fund&#8217;s exposure will need to be reduced. The Fund will concentrate its investment in a particular industry or group of industries to approximately the same extent as the Index is so concentrated.<br/><br/>The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. There is the risk that you could lose all or a portion of your money on your investment in the Fund. <b>Annual Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) <b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the 1 and 5 year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. <br/><br/>The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly, targets. The Fund sought a daily target of 250% until September 30, 2009. On September 30, 2009, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 250% instead of a monthly target of 200%, the calendar year performance of the Fund would have varied from that shown. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. Return After Taxes on Distributions <b>S&P 500<sup>&#174;</sup> Index</b> (800) 851-0511 Return After Taxes on Distributions and Sale of Fund Shares www.direxionfunds.com The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) The Fund, under normal circumstances, invests at least 80% of its assets in the U.S. government securities that comprise the NYSE Current 10-Year U.S. Treasury Index (the &#8220;Index&#8221;) and/or financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating short positions. These financial instruments include exchange-traded funds (&#8220;ETFs&#8221;), stock index futures contracts, options on stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. <b>Investment Objective </b> The Fund seeks high appreciation on an annual basis consistent with a high tolerance for risk. Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the &#8220;Financial Highlights&#8221; section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. 0.01 0.0025 <b>Investment Objective </b> 0.0059 The Fund seeks high appreciation on an annual basis consistent with a high tolerance for risk. 0.0044 <b>Fees and Expenses of the Fund </b> This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. 0.0015 0.0023 <b>Annual Fund Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) 0.0207 <b>Example.</b> This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: -0.002 <b>Principal Investment Strategy </b> 0.0187 <b>Principal Risks </b> <b>Performance </b> The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied over time. The bar chart shows changes in the Fund&#8217;s performance from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the one-year, five-year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how it will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 12.44% for the quarter ended December 31, 2010 and its lowest calendar quarter return was &#8211;12.02% for the quarter ended June 30, 2010. <b>Dynamic HY Bond Fund </b> <b>Annual Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) 0.005 In attempting to meet the Fund&#8217;s objective, the Adviser will, under normal circumstances, invest at least 80% of the Fund&#8217;s assets (plus any borrowing for investment purposes) in high yield debt instruments, commonly referred to as &#8220;junk bonds,&#8221; and certain derivatives of such instruments, including derivatives which isolate the credit component of such junk bonds and do not provide general interest rate exposure. Derivatives securities that the Fund may use include futures contracts, swap agreements, exchange-traded funds (&#8220;ETFs&#8221;) and other investment companies, and baskets of high yield securities based on various high yield bond indices. Debt instruments include corporate debt securities, convertible securities, zero-coupon securities and restricted securities. The Adviser will generally utilize derivatives to create long positions for the Fund, meaning it will invest in derivatives that move in the same direction as the underlying debt security or credit component of a debt security. Given the nature of the Fund&#8217;s portfolio, and the fact that a substantial portion of the Fund&#8217;s portfolio may seek exposure to the credit component of junk bonds without exposure to interest rates, the Fund&#8217;s performance should not be expected to mimic that of the broad junk bond market. <br/><br/>High yield debt instruments are generally rated lower than Baa by Moody&#8217;s Investors Service<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>, Inc. (&#8220;Moody&#8217;s&#8221;) or lower than BBB by S&amp;P<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup>. Up to 15% of each Fund&#8217;s assets may be invested in instruments generally rated below Caa by Moody&#8217;s or CCC by S&amp;P<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> or derivatives of such instruments. <br/><br/>The Adviser does not rely solely on the ratings assigned by the rating organizations and may perform is own investment analysis in selecting instruments. Because of the greater number of considerations involved in investing in lower-rated instruments, the achievement of the Fund&#8217;s objective depends more on the analytical abilities of the portfolio management team than would be the case if the Fund were investing primarily in instruments in the higher rating categories. <br/><br/>The Adviser seeks to provide investors in the Fund long exposure to the high yield market by investing the Fund&#8217;s assets in instruments, including derivative securities, which provide long exposure to the high yield market with sufficient liquidity to meet the frequent redemptions which are required by the shareholders in the Fund. The construction of a liquid portfolio and the use of derivatives that provide credit exposure absent interest rate exposure mean that the Fund&#8217;s performance should not be expected to mimic the performance of the broader high yield market. <br/><br/>The Fund may invest significantly in cash and/or cash equivalents for temporary defensive purposes. <br/><br/>The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. <center><b>Total Return for the Calendar Years Ended December 31</b></center> An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br/><br/><b>Active and Frequent Trading Risk </b><br/><br/>The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Adverse Market Conditions Risk </b><br/><br/>Because the Fund magnifies the performance of the Index, the Fund&#8217;s performance will suffer during conditions in which the Index declines.<br/><br/><b>Adviser&#8217;s Investment Strategy Risk </b><br/><br/>While the Adviser seeks to take advantage of investment opportunities for the Fund that will maximize its investment returns, there is no guarantee that such opportunities will ultimately benefit the Fund. There is no assurance that the Adviser&#8217;s investment strategy will enable the Fund to achieve its investment objective.<br/><br/><b>Counterparty Risk </b><br/><br/>The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br/><br/><b>Credit Risk </b><br/><br/>The Fund could lose money if the issuer or guarantor of a debt security goes bankrupt or is unable or unwilling to make interest payments and/or repay principal. Changes in an issuer&#8217;s financial strength or in an issuer&#8217;s or debt security&#8217;s credit rating also may affect a security&#8217;s value and thus have an impact on Fund performance.<br/><br/><b>Debt Instrument Risk </b><br/><br/>The Fund may invest in, or seek exposure to, debt instruments. Debt instruments may have varying levels of sensitivity to changes in interest rates, credit risk and other factors. Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal prior to the maturity date. In addition, changes in the credit quality of the issuer of a debt instrument can also affect the price of a debt instrument, as can an issuer&#8217;s default on its payment obligations. Such factors may cause the value of an investment in the Fund to decrease.<br/><br/><b>Derivatives Risk </b><br/><br/>The Fund uses investment techniques, including investments in futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives currently are subject to the following risks:<p style="PADDING-LEFT: 80px">Futures Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. <br/><br/>Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss. <br/><br/>Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</p><b>Early Close/Trading Halt Risk </b><br/><br/>An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.<br/><br/><b>Interest Rate Risk </b><br/><br/>Debt securities have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security may fall when interest rates rise and may rise when interest rates fall. The longer the maturity of a security, the greater the impact a change in interest rates could have on the security&#8217;s price.<br/><br/><b>Liquidity Risk </b><br/><br/>Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or at a price that is lower than Rafferty&#8217;s judgment of the security&#8217;s true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.<br/><br/><b>Lower-Quality Debt Securities Risk </b><br/><br/>The Fund will invest a significant portion of its assets in securities rated below investment grade or &#8220;junk bonds.&#8221; Junk bonds may be sensitive to economic changes, political changes, or adverse developments specific to a company. These securities generally involve greater risk of default or price changes than other types of fixed-income securities and the Fund&#8217;s performance may vary significantly as a result.<br/><br/><b>Market Risk </b><br/><br/>The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.<br/><br/><b>Market Timing Activity Risk </b><br/><br/>Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of &#8220;asset allocation&#8221; and &#8220;market timing&#8221; investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover and higher transaction costs.<br/><br/><b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/><br/><b>Regulatory Risk </b><br/><br/>The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund&#8217;s operations and/or change the competitive landscape.<br/><br/><b>Risks of Investing in Other Investment Companies (including ETFs) </b><br/><br/>Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance. 0 0.007 <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) 0.0075 <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) 0.0025 March 1, 2014 0.009 5.08 There is the risk that you could lose all or a portion of your money on your investment in the Fund. 0.0045 <b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/ 0.0004 (800) 851-0511 www.direxionfunds.com The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. 0.0124 0.0065 After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). 190 0.0025 629 0.019 Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the &#8220;Financial Highlights&#8221; section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. 1095 2384 year-to-date return 2012-09-30 0.0638 highest calendar quarter return 2011-12-31 0.01 0.0785 lowest calendar quarter return 0.0025 2009-03-31 -0.1141 0.0042 0.0015 0.0555 0.0519 0.0361 0.0784 0.0285 0.0211 0.0075 0.0302 0.0221 0.0212 0.065 0.0513 0.0057 0.0529 0.0607 0.0346 0.0025 0.0237 -0.002 0.0257 <b>Investment Objective </b> The Fund seeks high appreciation on an annual basis consistent with a high tolerance for risk. <b>Fees and Expenses of the Fund </b> This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. <b>Example.</b> This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 126 393 <b>Portfolio Turnover. </b> The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 1,315% of the average value of its portfolio. <b>Principal Investment Strategy </b> 240 681 <b>Principal Risks </b> 781 <b>Fees and Expenses of the Fund </b> 1500 This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. 1348 <b>Performance </b> The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied over time. The bar chart shows changes in the Fund&#8217;s performance from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the one-year, five-year and since inception periods compare with those of a broad-based market index for the same periods. Prior to September 8, 2008, the Fund pursued a different investment strategy; therefore performance results presented for periods prior to that date reflect the performance of the prior strategy. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how it will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. 2890 During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 19.00% for the quarter ended September 30, 2008 and its lowest calendar quarter return was &#8211;29.95% for the quarter ended December 31, 2008. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of Fund shares. <b>Example.</b> The example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares <b>Barclays Capital U.S. Corporate High-Yield Bond Index</b> <b>Lipper High Yield Bond Fund Index</b> <b><a name="toc448935_3"></a>Evolution All-Cap Equity Fund </b> 193 597 1026 2222 2004-07-01 2004-07-01 2004-07-01 2004-07-01 2004-07-01 0.0487 0.0266 0.0312 0.0498 0.0285 0 -0.0188 -0.0109 0.0754 0.0513 0.01 0.0025 0.0138 -0.0072 -0.0004 0.0821 0.0633 0.0057 <b>Portfolio Turnover.</b> 0.0015 The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is calculated without regard to cash instruments or derivatives. If such instruments were included, the Fund&#8217;s portfolio turnover rate would be significantly higher. 0.0042 0.0006 <b>Principal Investment Strategy </b> 0.0188 -0.002 <b>Evolution Market Leaders Fund</b> <b>Annual Fund Operating Expenses </b>(expenses that you pay each year as a percentage of the value of your investment) The Fund is aggressively managed by Flexible Plan Investments, Ltd. (&#8220;FPI&#8221; or the &#8220;Subadviser&#8221;). The Fund will typically invest primarily in equity securities either directly through individual stocks and American Depositary Receipts (&#8220;ADRs&#8221;) or indirectly through exchange-traded funds (&#8220;ETFs&#8221;) and other investment companies. Investments in ETFs and other investment companies may provide the Fund exposure to equity, income, sectors, domestic and international positions, including positions relating to companies with small and/or medium market capitalization. The Fund also may invest in futures contracts, forward contracts, options and swap agreements, as well as take short positions with up to 50% of its assets in equity securities, futures contracts, forward contracts, options and swap agreements. The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. The Fund employs an aggressive management strategy that typically results in high portfolio turnover.<br /><br />In managing the Fund&#8217;s assets, the Subadviser employs a dynamic asset allocation strategy. The Subadviser analyzes the overall investment opportunities of various market indexes to determine how to position the Fund&#8217;s portfolio. The Subadviser evaluates and ranks the short-term total return performance of each market index and usually invests the Fund&#8217;s assets in the top-performing equity securities within the top-ranked market indexes. The Subadviser may evaluate all indexes and individual equity securities as often as daily based on rankings in order to minimize the impact and costs associated with trading. The Subadviser&#8217;s ranking strategy attempts to respond to both the performance of each equity security, as well as the performance of the market indices.<br /><br />The Subadviser typically assigns each holding in which it invests a minimum holding period, though the actual holding period will depend on the performance ranking and likely will be longer than the assigned holding period. By establishing holding periods, the Subadviser seeks to maintain longer-term core holdings of the Fund.<br /><br />Finally, in making the decision to invest in a security, long or short, the Subadviser may utilize proprietary analysis models that evaluate interest rate trends and other macroeconomic data, market momentum, price and volatility patterns and other technical data or relate to accounting periods, tax events and other calendar-related events. The Subadviser also uses these proprietary analysis models to implement its dynamic asset allocation strategy which, at any time, may result in a large portion or all of the fund&#8217;s assets invested, directly or indirectly, in investment grade fixed income securities, cash and/or cash equivalents in order to provide security of principal, current income and liquidity. 0.0168 An investment in the Fund entails risks. The Fund could lose money, or its performance could trail that of other investment alternatives. Neither the Subadviser nor the Adviser can guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review and understand these risks before making an investment in the Fund. Turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets could negatively affect many issuers worldwide, including the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br /><br /><b>Active and Frequent Trading Risk </b><br /><br />The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br /><br /><b>Aggressive Investment Techniques Risk </b><br /><br />The Fund uses investment techniques that may be considered aggressive. Risks associated with the use of futures contracts and options include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlations between the price of the contract and the underlying security or index. These instruments may increase the volatility of the Fund and may involve a small investment of cash relative to the magnitude of the risk assumed.<br /><br /><b>Counterparty Risk </b><br /><br />The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements. The use of swap agreements involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br /><br /><b>Derivatives Risk </b><br /><br />The Fund uses investment techniques, including investments in futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives are currently subject to the following risks:<br /><p style="PADDING-LEFT: 80px">Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.<br/><br/>Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss.<br/><br/>Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective.<br/><br/>Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</p><b>Depositary Receipt Risk </b><br /><br />To the extent the Fund invests in stocks of foreign corporations, the Fund&#8217;s investment in such stocks may also be in the form of depositary receipts or other securities convertible into securities of foreign issuers, including ADRs. While the use of ADRs, which are traded on exchanges and represent an ownership in a foreign security, provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in ADRs continue to be subject to many of the risks associated with investing directly in foreign securities.<br /><br /><b>Equity Securities Risk </b><br /><br />Investments in publicly issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the NAV of the Fund to fluctuate.<br /><br /><b>Foreign Securities Risk </b><br /><br />Investments in foreign securities and securities that provide exposure to foreign securities involve greater risks than investing in domestic securities. As a result, the Fund&#8217;s returns and NAVs may be affected to a large degree by fluctuations in currency exchange rates, political, diplomatic or economic conditions and regulatory requirements in other countries. The laws and accounting, auditing, and financial reporting standards in foreign countries typically are not as strict as they are in the U.S., and there may be less public information available about foreign companies.<br /><br /><b>Holding Cash Risk </b><br /><br />The Fund may hold cash positions when the market is not producing returns greater than the short-term cash investments in which the Fund may invest. There is a risk that the sections of the market in which the Fund invests will begin to rise or fall rapidly and the Fund will not be able to sell stocks quickly enough to avoid losses, or reinvest its cash positions into areas of the advancing market quickly enough to capture the initial returns of changing market conditions.<br /><br /><b>Large Cap Stock Risk </b><br /><br />To the extent the Fund invests in large capitalization stocks, the Fund may underperform Funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor.<br /><br /><b>Non-Diversification Risk </b><br /><br />The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br /><br /><b>Risks of Investing in Other Investment Companies (including ETFs) </b><br /><br />Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to the Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate the Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br /><br /><b>Shorting Risk </b><br /><br />Short positions are designed to profit from a decline in the price of particular securities, baskets of securities or indices. The Fund will lose value if and when the instrument&#8217;s price rises &#8211; a result that is the opposite from traditional mutual funds.<br /><br /><b>Small- and Mid-Capitalization Companies Risk </b><br /><br />Investing in the securities of small-capitalization and mid-capitalization companies involves greater risks and the possibility of greater price volatility than investing in larger capitalization and more-established companies. Investments in mid-cap companies involve less risk than investing in small-cap companies. Smaller companies may have limited operating history, product lines, and financial resources, and the securities of these companies may lack sufficient market liquidity. Mid-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies.<br /><br /><b>Subadviser&#8217;s Investment Strategy Risk </b><br /><br />While the Subadviser seeks to take advantage of investment opportunities for the Fund that will maximize its investment returns, there is no guarantee that such opportunities will ultimately benefit the Fund. The Subadviser will aggressively change the Fund&#8217;s portfolio in response to market conditions that are unpredictable and may expose the Fund to greater market risk than other mutual funds. There is no assurance that the Subadviser&#8217;s investment strategy will enable the Fund to achieve its investment objective. <b>Principal Risks </b> <b>Average Annual Total Returns </b>(for the periods ended December 31, 2011) -0.0498 0.0996 0.0048 -0.107 <b>Investment Objective </b> 0.0477 May 1, 2014 0.0144 0.0487 13.15 171 571 Total Annual Fund Operating Expenses for the Fund do not correlate to the "Ratios to Average Net Assets: Net Expenses" provided in the Financial Highlights section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. There is the risk that you could lose all or a portion of your money on your investment in the Fund. 998 2185 <b>Non-Diversification Risk </b><br /><br />The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. 0.0073 0.0016 The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied over time. The bar chart shows changes in the Fund&#8217;s performance from calendar year to calendar year. 0.0037 (800) 851-0511 0.0225 year-to-date return 0.0385 www.direxionfunds.com 2012-09-30 <b>HCM Freedom Fund </b> The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how it will perform in the future. 0.0403 0.0114 0.0011 After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. 0.0008 Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). 0.0007 0.3121 The Fund&#8217;s investment objective is long-term capital appreciation with lower volatility than the overall market. highest calendar quarter return 2009-09-30 <b>Fees and Expenses of the Fund </b> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedDynamicHYBondFund column period compact * ~</div> 0.3987 -0.0032 -0.0053 lowest calendar quarter return <b>Example.</b> <b>Fund Performance </b> -0.0025 2008-12-31 This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: -0.5741 Year-to-date total return <b>Portfolio Turnover.</b> <b>Example.</b> 2012-09-30 The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 434% of the average value of its portfolio. <b>Principal Investment Strategy </b> 0.0305 During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 15.48% for the quarter ended June 30, 2009 and its lowest calendar quarter return was &#8211;30.74% for the quarter ended December 31, 2008. The year-to-date return as of September 30, 2012 was &#8211;11.83%. highest calendar quarter return This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 2008-09-30 <b>Principal Risks </b> 0.19 2004-04-01 2004-04-01 2004-04-01 2004-04-01 lowest calendar quarter return 2004-04-01 2004-04-01 <b>Portfolio Turnover.</b> 2008-12-31 <b>Performance </b> The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 496% of the average value of its portfolio. -0.2995 The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied over time. The bar chart shows changes in the Fund&#8217;s performance from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the one-year, five-year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how it will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. <b>Principal Investment Strategy </b> <b>Portfolio Turnover.</b> The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 1,542% of the average value of its portfolio. <b>Principal Risks </b> After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsDynamicHYBondFundBarChart column period compact * ~</div> <b>Performance </b> During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 12.70% for the quarter ended June 30, 2007 and its lowest calendar quarter return was -5.88% for the quarter ended March 31, 2005. 0.0007 0.0107 0.0127 -0.073 -0.4033 0.1155 0.1719 The Fund is aggressively managed by Flexible Plan Investments, Ltd. (&#8220;FPI&#8221; or the &#8220;Subadviser&#8221;). The Fund will invest at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities either directly through individual stocks and American Depositary Receipts (&#8220;ADRs&#8221;) or indirectly through exchange-traded funds (&#8220;ETFs&#8221;) and futures contracts, forward contracts, options and swap agreements. Investments in ETFs, futures contracts, forward contracts, options and swap agreements may provide the Fund with exposure to equity, income, sectors, domestic, international, inverse and/or leveraged positions and alternative investments, including positions relating to companies with small and/or medium market capitalization. The Fund also may invest up to 50% of its assets in short positions in equity securities, futures contracts, forward contracts, options and swap agreements. The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. <br /><br /> In managing the Fund&#8217;s assets, the Subadviser employs a dynamic asset allocation strategy. The Subadviser analyzes the overall investment opportunities of various equity securities and market sectors to determine how to position the Fund&#8217;s portfolio. In conducting its analysis, the Subadviser creates baskets of equity securities (long and short) each of which is defined by a common set of criteria. The Subadviser evaluates and ranks the short-term performance of each basket and usually invests the Fund&#8217;s assets in the top performing baskets or equity securities as well as baskets deemed &#8220;turnaround&#8221; candidates, meaning that they have fallen to the bottom of the rankings, but rallied with significant upside momentum. <br /><br /> The Subadviser typically assigns each holding in which it invests a minimum holding period, though the actual holding period will depend on the performance ranking and likely will be longer than the assigned holding period. By establishing holding periods, the Subadviser seeks to maintain longer-term core holdings of the Fund. The Subadviser may evaluate all baskets or individual equity securities as often as daily based on rankings in order to minimize the impact and costs associated with trading. <br /><br /> Finally, in making the decision to invest in a security, long or short, the Subadviser may utilize proprietary analysis models that evaluate interest rate trends and other macroeconomic data, market momentum, price and volatility patterns and other technical data or relate to accounting periods, tax events and other calendar-related events. The Subadviser also uses these proprietary analysis models to implement its dynamic asset allocation strategy which, at any time, may result in a large portion or all of the fund&#8217;s assets invested, directly or indirectly, in investment grade fixed income securities, cash and/or cash equivalents in order to provide security of principal, current income and liquidity. During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 5.53% for the quarter ended December 31, 2008 and its lowest calendar quarter return was -4.75% for the quarter ended March 31, 2005. -0.0696 Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRA&#8221;). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of Fund shares. Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares Barclays Capital U.S. Aggregate Bond Index Lipper High Yield Bond Fund Index S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index The NYSE Current 10-Year Note Treasury Index commenced operations on April 2, 2009. The Average Annual Total Return &#8220;Since Inception&#8221; shown in the table above is for the period from April 2, 2009 to December 31, 2011. <br/><br/>After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). 0.01 0.008 An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br/><br/><b>Active and Frequent Trading Risk </b><br/><br/>The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/> <b>Adverse Market Conditions Risk </b><br/><br/>Because the Fund magnifies the performance of the Index, the Fund&#8217;s performance will suffer during conditions in which the Index declines.<br/><br/><b>Adviser&#8217;s Investment Strategy Risk </b><br/><br/>The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate the Fund&#8217;s performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.<br/><br/><b>Concentration Risk </b><br/><br/>Concentration risk results from focusing the Fund&#8217;s investments in a specific industry or sector. The performance of a fund that focuses its investments in a particular industry or sector may be more volatile than a fund that does not concentrate its investments. A fund that concentrates its investments in an industry or group of industries also may be more susceptible to any single economic market, political or regulatory occurrence affecting that industry or group of industries.<br/><br/><b>Counterparty Risk </b><br/><br/>The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objectives.<br/><br/><b>Credit Risk </b><br/><br/>The Fund could lose money if the issuer or guarantor of a debt security goes bankrupt or is unable or unwilling to make interest payments and/or repay principal. Changes in an issuer&#8217;s financial strength or in an issuer&#8217;s or debt security&#8217;s credit rating also may affect a security&#8217;s value and thus have an impact on Fund performance.<br/><br/><b>Debt Instrument Risk </b><br/><br/>The Fund may invest in, or seek exposure to, debt instruments. Debt instruments may have varying levels of sensitivity to changes in interest rates, credit risk and other factors. Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal prior to the maturity date. In addition, changes in the credit quality of the issuer of a debt instrument can also affect the price of a debt instrument, as can an issuer&#8217;s default on its payment obligations. Such factors may cause the value of an investment in the Fund to decrease.<br/><br/><b>Derivatives Risk </b><br/><br/>The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives currently are subject to the following risks:<p style="PADDING-LEFT: 80px">Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.</p><p style="PADDING-LEFT: 80px">Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss.</p><p style="PADDING-LEFT: 80px">Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective.</p><p style="PADDING-LEFT: 80px">Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</p><b>Early Close/Trading Halt Risk </b><br/><br/>An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.<br/><br/><b>Effects of Compounding and Market Volatility Risk </b><br/><br/>The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar month&#8217;s gains or reducing exposure in response to that calendar month&#8217;s losses. This means that for a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Fund&#8217;s target (&#8211;200%) generally will not equal the Fund&#8217;s performance over that same period.<br/><br/>As a result, over time, the cumulative percentage increase or decrease in the value of the Fund&#8217;s portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Fund&#8217;s underlying index due to the compounding effect of losses and gains on the returns of the Fund. It also is expected that the Fund&#8217;s use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market.<br/><br/>The effect of compounding becomes more pronounced on the Fund&#8217;s performance as the Index experiences volatility. The Index&#8217;s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For information regarding the effects of volatility and index performance on the long-term performance of the Fund, see &#8220;Additional Information Regarding Investment Techniques and Policies&#8221; and &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; in the Fund&#8217;s full prospectus, and &#8220;Special Note Regarding the Correlation Risks of the Funds&#8221; in the Fund&#8217;s Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat.<br/><br/>Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios.<br/><br/>To fully understand the risks of market volatility on the Fund, see &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; found in the statutory prospectus.<br/><br/><b>Gain Limitation Risk </b><br/><br/>Rafferty will attempt to position the Fund&#8217;s portfolio to ensure that the Fund does not lose more than 90% of its net asset value (&#8220;NAV&#8221;) in a given calendar month. The cost of such downside protection will be limitations on the Fund&#8217;s gains. As a consequence, the Fund&#8217;s portfolio may not be responsive to Index losses beyond 45% in a given calendar month. For example, if the Index were to lose 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is &#8211;200% of the Index loss of 50%.<br/><br/><b>Interest Rate Risk </b><br/><br/>The value of the Fund&#8217;s investment in fixed income securities will fall when interest rates rise. The effect of increased interest rates is more pronounced for any intermediate-term or longer-term fixed income obligations owned by the Fund.<br/><br/><b>Intra-Calendar Month Investment Risk </b><br/><br/>The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Fund&#8217;s net assets will rise by an amount equal to the decline in the Fund&#8217;s exposure. Conversely, if the Index moves in a direction adverse to the Fund, the Fund&#8217;s net assets will decline by the same amount as the increase in the Fund&#8217;s exposure. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close on the last trading day of the month, it would seek &#8211;$200 of exposure to the next month&#8217;s Index performance. If the Index declined by 1% by mid-month, the exposure of the Fund will fall by 1% to &#8211;$198 and the net assets will rise by $2 to $102. With net assets of $102 and exposure of &#8211;$198, a purchaser at that point would be receiving &#8211;194% exposure of her investment instead of &#8211;200%.<br/><br/><b>Inverse Correlation Risk </b><br/><br/>The Fund is negatively correlated to its Index and should lose money when its Index rises &#8212; a result that is the opposite from traditional mutual funds. Because the Fund seeks calendar month returns inverse by a defined percentage to its Index, the difference between the Fund&#8217;s calendar month return and the performance of its index or benchmark may be negatively compounded during periods in which the markets decline.<br/><br/><b>Leverage Risk </b><br/><br/>If you invest in the Fund, you are exposed to the risk that a rise in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount equal to 2% for every 1% monthly rise, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the event of an Index rise of more than 50%. Further, purchasing shares intra-calendar month may result in greater than 200% exposure to the performance of the Index if the Index rises between the end of the last calendar month and the time the investor purchased Fund shares.<br/><br/> <b>Liquidity Risk </b><br/><br/>Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or at a price that is lower than Rafferty&#8217;s judgment of the security&#8217;s true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.<br/><br/><b>Market Risk </b><br/><br/>The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.<br/><br/><b>Market Timing Activity Risk </b><br/><br/>Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of &#8220;asset allocation&#8221; and &#8220;market timing&#8221; investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Monthly Correlation Risk </b><br/><br/>There is no guarantee that the Fund will achieve its monthly target. The Fund may have difficulty achieving its monthly target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and accounting standards. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities surrounding annual index reconstitutions and other index repositioning or reconstitution events may hinder the Fund&#8217;s ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio monthly to keep leverage consistent with its calendar month leveraged investment objective.<br/><br/><b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/><br/><b>Regulatory Risk </b><br/><br/>The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund&#8217;s operations and/or change the competitive landscape.<br/><br/><b>Risks of Investing in Other Investment Companies (including ETFs) </b><br/><br/>Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br/><br/><b>Shorting Risk </b><br/><br/>Short positions are designed to profit from a decline in the price of particular securities, baskets of securities or indices. The Fund will lose value if and when the instrument&#8217;s price rises &#8212; a result that is the opposite from traditional mutual funds.<br/><br/><b>Tracking Error Risk </b><br/><br/>The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period.<br/><br/><b>U.S. Government Securities Risk </b><br/><br/>A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity. The market prices for such securities are not guaranteed and will fluctuate. In addition, because many types of U.S. government securities trade actively outside the United States, their prices may rise and fall as changes in global economic conditions affect the demand for these securities. 0.0055 year-to-date return 0.0055 0.0053 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsU.S.GovernmentMoneyMarketFundBarChart column period compact * ~</div> 0.0288 2012-09-30 -0.1183 highest calendar quarter return 2009-06-30 0.1548 lowest calendar quarter return 2008-12-31 -0.3074 <b>Evolution Alternative Investment Fund </b> <b>Investment Objective </b> An investment in the Fund entails risks. The Fund could lose money, or its performance could trail that of other investment alternatives. Neither the Subadviser nor the Adviser can guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review and understand these risks before making an investment in the Fund. Turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets could negatively affect issuers worldwide, including the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br /><br /> <b>Active and Frequent Trading Risk </b><br /><br /> The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br /><br /> <b>Aggressive Investment Techniques Risk </b><br /><br /> The Fund uses investment techniques that may be considered aggressive. Risks associated with the use of futures contracts and options include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlations between the price of the contract and the underlying security or index. These instruments may increase the volatility of the Fund and may involve a small investment of cash relative to the magnitude of the risk assumed.<br /><br /> <b>Counterparty Risk </b><br /><br /> The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements. The use of swap agreements involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br /><br /> <b>Derivatives Risk </b><br /><br /> The Fund uses investment techniques, including investments in derivatives such as futures and forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives are currently subject to the following risks: <blockquote> Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency. <br /><br /> Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss. <br /><br /> Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective. <br /><br /> Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</blockquote><b>Depositary Receipt Risk </b><br /><br /> To the extent the Fund invests in stocks of foreign corporations, the Fund&#8217;s investment in such stocks may also be in the form of depositary receipts or other securities convertible into securities of foreign issuers, including ADRs. While the use of ADRs, which are traded on exchanges and represent an ownership in a foreign security, provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in ADRs continue to be subject to many of the risks associated with investing directly in foreign securities.<br /><br /> <b>Equity Securities Risk </b><br /><br /> Investments in publicly issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the NAV of the Fund to fluctuate.<br /><br /> <b>Foreign Securities Risk </b><br /><br /> Investments in foreign securities and securities that provide exposure to foreign securities involve greater risks than investing in domestic securities. As a result, the Fund&#8217;s returns and NAVs may be affected to a large degree by fluctuations in currency exchange rates, political, diplomatic or economic conditions and regulatory requirements in other countries. The Fund also may invest in depositary receipts, including ADRs, which are traded on exchanges and provide an alternative to investing directly in foreign securities. Investments in ADRs are subject to many of the risks associated with investing directly in foreign securities. The laws and accounting, auditing, and financial reporting standards in foreign countries typically are not as strict as they are in the U.S., and there may be less public information available about foreign companies.<br /><br /> <b>Holding Cash Risk </b><br /><br /> The Fund may hold cash positions when the market is not producing returns greater than the short-term cash investments in which the Fund may invest. There is a risk that the sections of the market in which the Fund invests will begin to rise or fall rapidly and the Fund will not be able to sell stocks quickly enough to avoid losses, or reinvest its cash positions into areas of the advancing market quickly enough to capture the initial returns of changing market conditions.<br /><br /> <b>Large Cap Stock Risk </b><br /><br /> To the extent the Fund invests in large capitalization stocks, the Fund may underperform Funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor.<br /><br /> <b>Non-Diversification Risk </b><br /><br /> The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br /><br /> <b>Risks of Investing in Other Investment Companies (including ETFs) </b><br /><br /> Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to the Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate the Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br /><br /> <b>Shorting Risk </b><br /><br /> Short positions are designed to profit from a decline in the price of particular securities, baskets of securities or indices. The Fund will lose value if and when the instrument&#8217;s price rises &#8211; a result that is the opposite from traditional mutual funds.<br /><br /> <b>Small- and Mid-Capitalization Companies Risk </b><br /><br /> Investing in the securities of small-capitalization and mid-capitalization companies involves greater risks and the possibility of greater price volatility than investing in larger capitalization and more-established companies. Investments in mid-cap companies involve less risk than investing in small-cap companies. Smaller companies may have limited operating history, product lines, and financial resources, and the securities of these companies may lack sufficient market liquidity. Mid-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies.<br /><br /> <b>Subadviser&#8217;s Investment Strategy Risk </b> <br/><br/> While the Subadviser seeks to take advantage of investment opportunities for the Fund that will maximize its investment returns, there is no guarantee that such opportunities will ultimately benefit the Fund. The Subadviser will aggressively change the Fund&#8217;s portfolio in response to market conditions that are unpredictable and may expose the Fund to greater market risk than other mutual funds. There is no assurance that the Subadviser&#8217;s investment strategy will enable the Fund to achieve its investment objective. The Fund seeks high total return on an annual basis consistent with a high tolerance for risk. <b>Fees and Expenses of the Fund </b> -0.0696 -0.0696 -0.0452 0.0098 -0.0762 -0.0765 -0.0631 0.0012 This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. 0 <b>Annual Fund Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) <b>Example.</b> This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 291 <b>Portfolio Turnover.</b> -0.0668 The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 1,095% of the average value of its portfolio. -0.0672 -0.0553 892 0.0201 <b>Principal Investment Strategy </b> March 1, 2014 The Fund is aggressively managed by Flexible Plan Investments, Ltd. (&#8220;FPI&#8221; or the &#8220;Subadviser&#8221;). The Fund will primarily invest indirectly in alternative investments by using exchange-traded funds (&#8220;ETFs&#8221;), open-end mutual funds and other investment companies. The term &#8220;Alternative Investment&#8221; in the Fund&#8217;s name refers to the non-traditional types of equity and debt securities in which the Fund may invest and to which the Fund may gain exposure through investments in ETFs, open-end mutual funds and other investment companies. The alternative investments provide the Fund exposure to dynamic market strategies, which utilize U.S. and foreign dividend-paying equities or interest bearing fixed income securities having a low or negative correlation with the S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index, including U.S. dollar-denominated corporate obligations, mortgage and asset-backed securities, commodities and foreign and domestic securities. The Fund also may invest in futures contracts, forward contracts, options and swap agreements, and may take short positions with up to 50% of its asset in income generating equity or alternative securities, futures contracts, forward contracts, options and swap agreements relating thereto. The Fund may gain exposure without limitation to junk bonds, including bonds in the lowest credit rating category. The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. The Fund employs an aggressive management strategy that typically results in high portfolio turnover. As part of its investment strategy and for temporary defensive purposes, the Fund may invest significantly in cash and/or cash equivalents.<br/><br/>In managing the Fund&#8217;s assets, the Subadviser employs a dynamic asset allocation strategy. The Subadviser analyzes the overall investment opportunities of various alternative securities and market sectors to determine how to position the Fund&#8217;s portfolio. In conducting its analysis, the Subadviser creates from the universe of alternative securities various &#8220;baskets&#8221; of securities (long and short) each of which is defined by a common set of criteria. The Subadviser may position the Fund&#8217;s portfolio to seek exposure to a variety of credit categories, which could range from government securities to junk bonds. The Subadviser evaluates and ranks the short-term performance of each security and usually invests the Fund&#8217;s assets in the top performing securities as well as securities deemed &#8220;turnaround&#8221; candidates, meaning that they have fallen to the bottom of the rankings, but rallied with significant upside momentum. There is no fixed allocation between equity and fixed income securities. Rather, the allocation is determined by the Subadviser&#8217;s total return momentum raking of the various securities in which the Fund invests.<br/><br/>The Subadviser typically assigns each holding in which it invests a minimum holding period, though the actual holding period will depend on the performance ranking and likely will be longer than the assigned holding period. By establishing holding periods, the Subadviser seeks to maintain longer-term core holdings of the Fund. The Subadviser may evaluate all positions as often as daily based on rankings in order to minimize the impact and costs associated with trading.<br/><br/>Finally, in making the decision to invest in a security, long or short, the Subadviser may utilize proprietary analysis models that evaluate interest rate trends and other macroeconomic data, market momentum, price patterns and other technical data or relate to accounting periods, tax events and other calendar-related events. 1518 <b>Principal Risks </b> 3204 An investment in the Fund entails risks. The Fund could lose money, or its performance could trail that of other investment alternatives. Neither the Subadviser nor the Adviser can guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review and understand these risks before making an investment in the Fund. Turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets could negatively affect many issuers worldwide, including the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br/><br/><b>Active and Frequent Trading Risk </b><br/><br/>The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Aggressive Investment Techniques Risk </b><br/><br/>The Fund uses investment techniques that may be considered aggressive. Risks associated with the use of futures contracts and options include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlations between the price of the contract and the underlying security or index. These instruments may increase the volatility of the Fund and may involve a small investment of cash relative to the magnitude of the risk assumed.<br/><br/><b>Asset-Backed Securities Risk </b><br/><br/>Payment of interest and repayment of principal may be impacted by the cash flows generated by the assets backing these securities. The value of the Fund&#8217;s asset-backed securities also may be affected by changes in interest rates, the availability of information concerning the interests in and structure of the pools of purchase contracts, financing leases or sales agreements that are represented by these securities, the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the entities that provide any supporting letters of credit, surety bonds, or other credit enhancements.<br/><br/><b>Commodity Risk </b><br/><br/>The investments in companies involved in commodity-related businesses may be subject to greater volatility than investments in companies involved in more traditional businesses. The value of companies in commodity-related businesses may be affected by overall market movements and other factors affecting the value of a particular industry or commodity, such as weather, disease, embargoes, or political and regulatory developments.<br/><br/><b>Counterparty Risk </b><br/><br/>The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements. The use of swap agreements involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br/><br/><b>Credit Risk </b><br/><br/>The Fund could lose money if the issuer or guarantor of a debt security goes bankrupt or is unable or unwilling to make interest payments and/or repay principal. Changes in an issuer&#8217;s financial strength or in an issuer&#8217;s or debt security&#8217;s credit rating also may affect a security&#8217;s value and thus have an impact on Fund performance.<br/><br/><b>Derivatives Risk </b><br/><br/>The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives are currently subject to the following risks:<blockquote>Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.</blockquote><blockquote>Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss.</blockquote><blockquote>Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective.</blockquote><blockquote>Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</blockquote><b>Equity Securities Risk </b><br/><br/>Investments in publicly issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the NAV of the Fund to fluctuate.<br/><br/><b>Foreign Securities Risk </b><br/><br/>Investments in foreign securities and securities that provide exposure to foreign securities involve greater risks than investing in domestic securities. As a result, the Fund&#8217;s returns and NAVs may be affected to a large degree by fluctuations in currency exchange rates, political, diplomatic or economic conditions and regulatory requirements in other countries. The laws and accounting, auditing, and financial reporting standards in foreign countries typically are not as strict as they are in the U.S., and there may be less public information available about foreign companies.<br/><br/><b>Holding Cash Risk </b><br/><br/>The Fund may hold cash positions when the market is not producing returns greater than the short-term cash investments in which the Fund may invest. There is a risk that the sections of the market in which the Fund invests will begin to rise or fall rapidly and the Fund will not be able to sell stocks quickly enough to avoid losses, or reinvest its cash positions into areas of the advancing market quickly enough to capture the initial returns of changing market conditions.<br/><br/><b>Interest Rate Risk </b><br/><br/>The value of the Fund&#8217;s investment in fixed income securities will fall when interest rates rise. The effect of increased interest rates is more pronounced for any intermediate-term or longer-term fixed income obligations owned by the Fund.<br/><br/><b>Lower Quality Debt-Securities Risk </b><br/><br/>The Fund will invest a significant portion of its assets in securities rated below investment grade or &#8220;junk bonds.&#8221; Junk bonds may be sensitive to economic changes, political changes, or adverse developments specific to a company. These securities generally involve greater risk of default or price changes than other types of fixed-income securities and the Fund&#8217;s performance may vary significantly as a result.<br/><br/><b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/><br/><b>Risks of Investing in Other Investment Companies (including ETFs) </b><br/><br/>Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to the Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate the Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br/><br/><b>Prepayment Risk and Mortgage-Backed Securities Risk </b><br/><br/>Many types of debt securities, including mortgage securities, are subject to prepayment risk. Prepayment occurs when the issuer of a security can repay principal prior to the security&#8217;s maturity. Securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment. In addition, the potential impact of prepayment features on the price of a debt security can be difficult to predict and result in greater volatility. As a result, the Fund may have to reinvest its assets in mortgage securities or other debt securities that have lower yields.<br/><br/><b>Shorting Risk </b><br/><br/>Short positions are designed to profit from a decline in the price of particular securities, baskets of securities or indices. The Fund will lose value if and when the instrument&#8217;s price rises &#8212; a result that is the opposite from traditional mutual funds.<br/><br/><b>Subadviser&#8217;s Investment Strategy Risk </b><br/><br/>While the Subadviser seeks to take advantage of investment opportunities for the Fund that will maximize its investment returns, there is no guarantee that such opportunities will ultimately benefit the Fund. The Subadviser will aggressively change the Fund&#8217;s portfolio in response to market conditions that are unpredictable and may expose the Fund to greater market risk than other mutual funds. There is no assurance that the Subadviser&#8217;s investment strategy will enable the Fund to achieve its investment objective. 2006-01-27 2006-01-27 2006-01-27 2006-01-27 0.0079 <b>Performance </b> 0.0464 -0.1231 <b>Evolution Managed Bond Fund</b> After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of Fund shares. -0.3918 The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied over time. The bar chart shows changes in the Fund&#8217;s performance from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the one-year, five-year and since inception periods compare with those of a broad-based market index for the same periods. Prior to September 8, 2008, the Fund pursued a different investment strategy; therefore performance results presented for periods prior to that date reflect the performance of the prior strategy. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how it will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. 0.1742 <center><b>Total Return for the Calendar Years Ended December 31</b></center> Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares Wilshire 5000 Total Market Index -0.1796 During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 4.64% for the quarter ended December 31, 2010 and its lowest calendar quarter return was &#8211;6.88% for the quarter ended September 30, 2011. <b>Average Annual Total Returns</b> (for the periods ended December 31, 2011) <b>Annual Fund Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) -0.3094 After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of Fund shares. There is the risk that you could lose all or a portion of your money on your investment in the Fund. May 1, 2014 Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the Financial Highlights section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. <b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. 10.95 -0.0503 There is the risk that you could lose all or a portion of your money on your investment in the Fund. 0.0246 <b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. The Fund is aggressively managed by Flexible Plan Investments, Ltd. (&#8220;FPI&#8221; or the &#8220;Subadviser&#8221;). The Fund will invest at least 80% of its net assets (plus any borrowing for investment purposes) in fixed-income securities indirectly through securities that invest in or are a derivative of fixed-income securities, including exchange-traded funds (&#8220;ETFs&#8221;), other closed-end and open-end investment companies and derivative securities. The underlying fixed-income securities to which the Fund seeks to gain exposure primarily include U.S. government securities, corporate obligations, foreign securities and bonds in the lowest credit rating category, also called &#8220;junk bonds&#8221;. The Fund may gain exposure to fixed-income securities by using futures contracts, forward contracts, options and swap agreements, and may invest up to 50% of its assets in short positions. The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. The Fund employs an aggressive management strategy that typically results in high portfolio turnover. As part of its investment strategy and for temporary defensive purposes, the Fund may invest significantly in cash and/or cash equivalents.<br/><br/>In managing the Fund&#8217;s assets, the Subadviser employs a dynamic asset allocation strategy. The Subadviser analyzes the overall investment opportunities of various fixed-income investments and market sectors to determine how to position the Fund&#8217;s portfolio. In conducting its analysis, the Subadviser may create from the universe of fixed-income securities various &#8220;baskets&#8221; of securities that are defined by differences in creditworthiness and duration to maturity. The Subadviser evaluates and ranks the short-term performance of each basket and usually invests the Fund&#8217;s assets in the top performing baskets as well as baskets deemed &#8220;turnaround&#8221; candidates, meaning that they have fallen to the bottom of the rankings, but rallied with significant upside momentum.<br/><br/>The Subadviser typically assigns each basket in which it invests a minimum holding period, though a basket&#8217;s actual holding period will depend on its performance ranking and likely will be longer than the assigned holding period. By establishing holding periods, the Subadviser seeks to maintain longer-term core holdings of the Fund. The Subadviser generally evaluates all baskets daily based on rankings in order to minimize the impact and costs associated with trading. Finally, in making the decision to invest in a security, long or short, the Subadviser may utilize proprietary analysis models that evaluate interest rate trends and other macroeconomic data, market momentum, price patterns and other technical data or relate to accounting periods, tax events and other calendar-related events. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied over time. The bar chart shows changes in the Fund&#8217;s performance from calendar year to calendar year. 0.0135 An investment in the Fund entails risks. The Fund could lose money, or its performance could trail that of other investment alternatives. Neither the Subadviser nor the Adviser can guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review and understand these risks before making an investment in the Fund. Turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets could negatively affect issuers worldwide, including the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br/><br/><b>Active and Frequent Trading Risk </b><br/><br/>The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Aggressive Investment Techniques Risk </b><br/><br/>The Fund uses investment techniques that may be considered aggressive. Risks associated with the use of futures contracts and options include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlations between the price of the contract and the underlying security or index. These instruments may increase the volatility of the Fund and may involve a small investment of cash relative to the magnitude of the risk assumed.<br/><br/><b>Counterparty Risk </b><br/><br/>The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements. The use of swap agreements involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br/><br/><b>Credit Risk </b><br/><br/>The Fund could lose money if the issuer or guarantor of a debt security goes bankrupt or is unable or unwilling to make interest payments and/or repay principal. Changes in an issuer&#8217;s financial strength or in an issuer&#8217;s or debt security&#8217;s credit rating also may affect a security&#8217;s value and thus have an impact on Fund performance.<br/><br/><b>Derivatives Risk </b><br/><br/>The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives currently are subject to the following risks: <blockquote>Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency. <br/><br/>Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss. <br/><br/>Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective.<br/><br/>Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</blockquote><b>Foreign Securities Risk </b><br/><br/>Investments in foreign securities and securities that provide exposure to foreign securities involve greater risks than investing in domestic securities. As a result, the Fund&#8217;s returns and net asset values (&#8220;NAVs&#8221;) may be affected to a large degree by fluctuations in currency exchange rates, political, diplomatic or economic conditions and regulatory requirements in other countries. The laws and accounting, auditing, and financial reporting standards in foreign countries typically are not as strict as they are in the U.S., and there may be less public information available about foreign companies.<br/><br/><b>Holding Cash Risk </b><br/><br/>The Fund may hold cash positions when the market is not producing returns greater than the short-term cash investments in which the Fund may invest. There is a risk that the sections of the market in which the Fund invests will begin to rise or fall rapidly and the Fund will not be able to sell stocks quickly enough to avoid losses, or reinvest its cash positions into areas of the advancing market quickly enough to capture the initial returns of changing market conditions.<br/><br/><b>Interest Rate Risk </b><br/><br/>The value of the Fund&#8217;s investment in fixed income securities will fall when interest rates rise. The effect of increased interest rates is more pronounced for any intermediate-term or longer-term fixed income obligations owned by the Fund.<br/><br/><b>Lower Quality Debt-Securities Risk </b><br/><br/>The Fund will invest a significant portion of its assets in securities rated below investment grade or &#8220;junk bonds.&#8221; Junk bonds may be sensitive to economic changes, political changes, or adverse developments specific to a company. These securities generally involve greater risk of default or price changes than other types of fixed-income securities and the Fund&#8217;s performance may vary significantly as a result.<br/><br/><b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/><br/><b>Risks of Investing in Other Investment Companies (including ETFs) </b><br/><br/>Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance.<br/><br/>In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to the Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate the Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br/><br/><b>Shorting Risk </b><br/><br/>Short positions are designed to profit from a decline in the price of particular securities, baskets of securities or indices. The Fund will lose value if and when the instrument&#8217;s price rises &#8212; a result that is the opposite from traditional mutual funds.<br/><br/><b>Subadviser&#8217;s Investment Strategy Risk </b><br/><br/>While the Subadviser seeks to take advantage of investment opportunities for the Fund that will maximize its investment returns, there is no guarantee that such opportunities will ultimately benefit the Fund. The Subadviser will aggressively change the Fund&#8217;s portfolio in response to market conditions that are unpredictable and may expose the Fund to greater market risk than other mutual funds. There is no assurance that the Subadviser&#8217;s investment strategy will enable the Fund to achieve its investment objective. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how it will perform in the future. 0.032 The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied over time. The bar chart shows changes in the Fund&#8217;s performance from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the one-year, five-year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how it will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. 0.0134 www.direxionfunds.com <b>Average Annual Total Returns</b> (For the periods ended December 31, 2011) (800) 851-0511 0.0372 0.0555 <center><b>Total Return for the Calendar Years Ended December 31 </b></center> After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). -0.3094 -0.3094 -0.2011 -0.1872 -0.1878 -0.1471 -0.1342 -0.1361 -0.104 -0.0693 -0.0693 -0.045 -0.0252 -0.0519 -0.0565 -0.0454 0.0316 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsEvolutionManagedBondFundBarChart column period compact * ~</div> <b><a name="toc449098_14"></a>U.S. Government Money Market Fund </b> -0.0275 -0.032 -0.0249 <b>Investment Objective </b> 0.0438 The U.S. Government Money Market Fund (the &#8220;Fund&#8221;) seeks to provide security of principal, current income and liquidity. <b>Fees and Expenses of the Fund </b> This table describes the fees and expenses you may pay if you buy and hold shares of the Fund. May 1, 2014 Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the Financial Highlights section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. <b>Annual Operating Expenses </b>(expenses that you pay each year as a percentage of the value of your investment) 4.96 2006-01-26 2006-01-26 2006-01-26 2006-01-26 There is the risk that you could lose all or a portion of your money on your investment in the Fund. <b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied over time. The bar chart shows changes in the Fund&#8217;s performance from calendar year to calendar year. <b>Example.</b> www.direxionfunds.com The example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: (800) 851-0511 <b>Principal Investment Strategy </b> After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). The Fund seeks to achieve these objectives by investing in high quality, U.S. dollar-denominated short-term obligations that have been determined by the Board of Trustees or by Rafferty to present minimal credit risk. Under normal circumstances, the Fund invests at least 80% of its net assets in (1) obligations issued or guaranteed by the U.S. government and its agencies and U.S. government-sponsored enterprises (&#8220;U.S. government obligations&#8221;); (2) repurchase agreements that are fully collateralized by such obligations; and (3) money market funds that under normal circumstances invest at least 80% of their assets in U.S. government obligations and repurchase agreements that are fully collateralized by such obligations. Securities purchased by the Fund generally have remaining maturities of 397 days or less, although instruments subject to repurchase agreements may bear longer final maturities. The dollar-weighted average maturity and the dollar-weighted average life maturity of the Fund will not exceed 60 and 120 days, respectively. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how it will perform in the future. <b>Principal Risks </b> An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund. The principal risks of investing in the Fund are:<ul type="square"><li style="margin-left:-20px"><blockquote>The yield paid by the Fund is subject to changes in interest rates. As a result, there is risk that a decline in short-term interest rates would lower its yield and the overall return on your investment.</blockquote></li></ul><ul type="square"><li style="margin-left:-20px"><blockquote>Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.</blockquote></li></ul><ul type="square"><li style="margin-left:-20px"><blockquote>Your investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government institution.</blockquote></li></ul><ul type="square"><li style="margin-left:-20px"><blockquote>Securities issued by U.S. government-sponsored entities, such as the Federal National Mortgage Association <br/>(&#8220;Fannie Mae&#169;&#8221;) and the Federal Home Loan Mortgage Corporation (&#8220;Freddie Mac&#169;&#8221;), are not backed by the full faith and credit of the U.S. government and are not insured or guaranteed by the U.S. government.</blockquote></li></ul> <ul type="square"><li style="margin-left:-20px"><blockquote>The value of your investment could be eroded over time by the effects of inflation.</blockquote></li></ul><ul type="square"><li style="margin-left:-20px"><blockquote>Security selection by Rafferty may cause the Fund to underperform other funds with similar investment objectives.</blockquote></li></ul><ul type="square"><li style="margin-left:-20px"><blockquote> If a portfolio security declines in credit quality or goes into default, it also could affect the Fund&#8217;s yield.</blockquote></li></ul>Additional risks of investing in the Fund are:<br /><br /> <b>Adverse Market Conditions Risk </b><br /><br /> Because the Fund magnifies the performance of the Index, the Fund&#8217;s performance will suffer during conditions in which the Index declines.<br /><br /> <b>Credit Risk </b><br /><br /> The Fund could lose money if the issuer or guarantor of a debt security goes bankrupt or is unable or unwilling to make interest payments and/or repay principal. Changes in an issuer&#8217;s financial strength or in an issuer&#8217;s or debt security&#8217;s credit rating also may affect a security&#8217;s value and thus have an impact on Fund performance.<br /><br /> <b>Debt Instrument Risk </b><br /><br /> The Fund may invest in, or seek exposure to, debt instruments. Debt instruments may have varying levels of sensitivity to changes in interest rates, credit risk and other factors. Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal prior to the maturity date. In addition, changes in the credit quality of the issuer of a debt instrument can also affect the price of a debt instrument, as can an issuer&#8217;s default on its payment obligations. Such factors may cause the value of an investment in the Fund to decrease.<br /><br /> <b>Interest Rate Risk </b><br /><br /> Debt securities have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security may fall when interest rates rise and may rise when interest rates fall. The longer the maturity of a security, the greater the impact a change in interest rates could have on the security&#8217;s price.<br /><br /> <b>Market Risk </b><br /><br /> The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.<br /><br /> <b>Risks of Investing in Other Investment Companies </b><br /><br /> Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance.<br /><br /> <b>Regulatory Risk </b><br /><br /> The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund&#8217;s operations and/or change the competitive landscape.<br /><br /> <b>U.S. Government Securities Risk </b><br /><br /> A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity. The market prices for such securities are not guaranteed and will fluctuate. In addition, because many types of U.S. government securities trade actively outside the United States, their prices may rise and fall as changes in global economic conditions affect the demand for these securities. Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares <b>NYSE Current 10-Year Treasury Index </b> <b>Fund Performance </b> The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The Fund&#8217;s past performance is not necessarily an indication of how it will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511.<br/><br/> The inception date of the Fund is October 20, 1997. <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualFundOperatingExpensesDirexionMonthlySP500RBull2XFund column period compact * ~</div> <center><b>Total Return for the Calendar Years Ended December 31</b></center> During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 1.04% for the quarter ended September 30, 2007 and its lowest calendar quarter return was 0.00% for the quarter ended September 30, 2011. The year-to-date return as of September 30, 2012 was 0.06%. <b>Average Annual Total Returns </b>(for the periods ended December 31, 2011) -0.0728 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleExpenseExampleTransposedDirexionMonthlySP500RBull2XFund column period compact * ~</div> -0.1803 0.0493 0.032 -0.0693 Year-to-date total return 2012-09-30 -0.0738 highest calendar quarter return 2010-12-31 0.01 0.0464 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsDirexionMonthlySP500RBull2XFundBarChart column period compact * ~</div> 0.0025 lowest calendar quarter return 2011-09-30 -0.0688 2004-05-17 2004-05-17 2004-05-17 2004-05-17 Year-to-date total return 0.0057 2012-09-30 -0.1079 -0.1079 0.0042 -0.0702 0.0211 0.0343 highest calendar quarter return 2008-12-31 0.0015 0.0553 Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares Dow Jones Credit Suisse Hedge Fund Index lowest calendar quarter return 0.0026 2005-03-31 -0.0475 0.0208 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedDirexionMonthlySP500RBull2XFund column period compact * ~</div> -0.002 0.0188 -0.0829 -0.0926 -0.0719 -0.0025 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsEvolutionAlternativeInvestmentFundBarChart column period compact * ~</div> -0.0233 -0.0329 -0.0229 0.0346 March 1, 2014 <ul type="square"><li style="margin-left:-20px"><blockquote>Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.</blockquote></li></ul> <ul type="square"><li style="margin-left: -20px"><blockquote>Your investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government institution.</blockquote></li></ul> 0.1708 0.0585 191 633 1100 2395 <center><b>Total Return for the Calendar Years Ended December 31</b></center> The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The Fund&#8217;s past performance is not necessarily an indication of how it will perform in the future. <b>Annual Fund Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) The Fund&#8217;s subadviser, Horizon Capital Management, Inc. (&#8220;HCM&#8221; or Subadviser&#8221;), employs a dynamic asset allocation strategy pursuant to which the Fund invests in a broad range of U.S. and foreign equity and fixed income securities. The Fund invests in equity securities of domestic and foreign issuers, directly and indirectly through sponsored or unsponsored American Depository Receipts (&#8220;ADRs&#8221;), exchanged-traded funds (&#8220;ETFs&#8221;) and other investment companies. Additionally, the equity securities in which the Fund may invest include large- small- and medium-capitalization companies and issuers in emerging markets countries. The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. The Fund employs an aggressive management strategy that typically results in high portfolio turnover.<br/><br/>The Fund also may invest in fixed income securities directly or indirectly through ETFs and other investment companies. The Fund may invest in fixed-income securities with varying maturities (e.g., long-, intermediate- or short-term) and credit qualities (e.g., investment grade or non-investment grade). Securities that are rated lower than investment grade, high yield securities or &#8220;junk bonds,&#8221; generally provide high income in an effort to compensate investors for their higher risk of default, which is the failure to make required interest or principal payments. The Fund may invest without limit in high yield securities.<br/><br/>The Fund may also make both &#8220;long&#8221; and &#8220;short&#8221; investments and may use futures contracts, forward contracts, options and swaps. The use of these derivative securities produces economically &#8220;leveraged&#8221; investment results. Leveraging generates returns that are more pronounced, both positively and negatively, than what would be generated on the invested capital without leverage, thus changing small market movements into larger changes in the value of the investments. On a daily basis, the Fund will hold U.S. government securities and repurchase agreements to collateralize these futures and swap agreements.<br/><br/>The Fund attempts to limit losses and manage risk by exiting positions when HCM believes that potential portfolio gains are not sufficient to justify the potential risk of loss. HCM attempts to identify and profit from market trends, making long investments for the Fund in areas of the market that have risen somewhat and appear to offer additional upside and short investments for the Fund in areas of the market which have begun to decline and appear likely to decline further. HCM attempts to identify changing market conditions based on proprietary technical analysis of trends, relative strength of various sectors of the markets as well as seasonal considerations. The Fund&#8217;s portfolio is positioned in response to movements by particular indexes, market segments or even particular securities in an attempt to participate in a developing trend. HCM may attempt to anticipate market moves and initiate appropriate action in advance of actual market movements. When HCM has not identified to its satisfaction areas of the market in which it feels comfortable investing, whether long or short, HCM may invest portions or all of the Fund&#8217;s assets in cash or cash equivalents for capital preservation. An investment in the Fund entails risks. The Fund could lose money, or its performance could trail that of other investment alternatives. Neither HCM nor the Fund&#8217;s adviser, Rafferty Asset Management, LLC (&#8220;Rafferty&#8221; or the &#8220;Adviser&#8221;) can guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review and understand these risks before making an investment in the Fund. Turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets could negatively affect many issuers worldwide, including the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br/><br/><b>Active and Frequent Trading Risk </b><br/><br/>The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Advisers&#8217; Investment Strategy Risk </b><br/><br/>The Advisers&#8217; dynamic asset allocation strategy may not be successful. At any time, the Advisers may not know whether a particular signal is the start of a major or minor market move in either direction or if it will prove to be a false signal. The Fund could be exposed to declining markets and/or could miss a market rise if the Advisers&#8217; model does not correctly adjust to market movements. As a result, the Fund may not achieve its investment objective.<br/><br/><b>Aggressive Investment Techniques Risk </b><br/><br/>The Fund uses investment techniques that may be considered aggressive. Risks associated with the use of futures contracts and swap agreements include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlations between the price of the contract and the underlying security or index. These instruments may increase the volatility of the Fund and may involve a small investment of cash relative to the magnitude of the risk assumed.<br/><br/><b>Counterparty Risk </b><br/><br/>The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements. The use of swap agreements involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br/><br/><b>Credit Risk </b><br/><br/>The Fund could lose money if the issuer or guarantor of a debt security goes bankrupt or is unable or unwilling to make interest payments and/or repay principal. Changes in an issuer&#8217;s financial strength or in an issuer&#8217;s or debt security&#8217;s credit rating also may affect a security&#8217;s value and thus have an impact on Fund performance.<br/><br/><b>Derivatives Risk </b><br/><br/>The Fund uses investment techniques, including investments in futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives in general are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives currently are subject to the following risks:<br/><p style="PADDING-LEFT: 80px">Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.<br/><br/>Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss.<br/><br/>Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective.<br/><br/>Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</p><b>Depositary Receipt Risk </b><br/><br/>To the extent the Fund invests in stocks of foreign corporations, the Fund&#8217;s investment in such stocks may also be in the form of depositary receipts or other securities convertible into securities of foreign issuers, including American Depositary Receipts (&#8220;ADRs&#8221;). While the use of ADRs, which are traded on exchanges and represent an ownership in a foreign security, provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in ADRs continue to be subject to many of the risks associated with investing directly in foreign securities.<br/><br/><b>Emerging Markets Risk </b><br/><br/>Investments in emerging markets instruments involve greater risks than investing in foreign instruments in general. Risks of investing in emerging market countries include political or social upheaval, nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets and risks from an economy&#8217;s dependence on revenues from particular commodities or industries. In addition, currency transfer restrictions, limited potential buyers for such instruments, delays and disruption in settlement procedures and illiquidity or low volumes of transactions may make exits difficult or impossible at times.<br/><br/><b>Equity Securities Risk </b><br/><br/>Investments in publicly-issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the net asset value (&#8220;NAV&#8221;) of the Fund to fluctuate.<br/><br/><b>Foreign Securities Risk </b><br/><br/>Investments in foreign securities and securities that provide exposure to foreign securities involve greater risks than investing in domestic securities. As a result, the Fund&#8217;s returns and NAVs may be affected to a large degree by fluctuations in currency exchange rates, political, diplomatic or economic conditions and regulatory requirements in other countries. The Fund also may invest in depositary receipts, including ADRs, which are traded on exchanges and provide an alternative to investing directly in foreign securities. Investments in ADRs are subject to many of the risks associated with investing directly in foreign securities. The laws and accounting, auditing, and financial reporting standards in foreign countries typically are not as strict as they are in the U.S., and there may be less public information available about foreign companies.<br/><br/><b>Holding Cash Risk </b><br/><br/>The Fund may hold cash positions when the market is not producing returns greater than the short-term cash investments in which the Fund may invest. There is a risk that the sections of the market in which the Fund invests will begin to rise or fall rapidly and the Fund will not be able to sell stocks quickly enough to avoid losses, or reinvest its cash positions into areas of the advancing market quickly enough to capture the initial returns of changing market conditions.<br/><br/><b>Large Cap Stock Risk </b><br/><br/>To the extent the Fund invests in large capitalization stocks, the Fund may underperform Funds that invest primarily in the stocks of lower quality, smaller capitalization companies during periods when the stocks of such companies are in favor.<br/><br/><b>Lower Quality Debt-Securities Risk </b><br/><br/>The Fund will invest a significant portion of its assets in securities rated below investment grade or &#8220;junk bonds.&#8221; Junk bonds may be sensitive to economic changes, political changes, or adverse developments specific to a company. These securities generally involve greater risk of default or price changes than other types of fixed-income securities and the Fund&#8217;s performance may vary significantly as a result.<br/><br/><b>Interest Rate Risk </b><br/><br/>The value of the Fund&#8217;s investment in fixed income securities will fall when interest rates rise. The effect of increased interest rates is more pronounced for any intermediate-term or longer-term fixed income obligations owned by the Fund.<br/><br/><b>Leverage Risk </b><br/><br/>The Fund may employ leveraged investment techniques. Use of leverage can magnify the effects of changes in the value of the Fund and makes them more volatile. The leveraged investment techniques that the Fund may employ could cause investors in the Fund to lose more money in adverse environments.<br/><br/><b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/><br/><b>Risks of Investing in Other Investment Companies (including ETFs) </b><br/><br/>Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br/><br/><b>Shorting Risk </b><br/><br/>Short positions are designed to profit from a decline in the price of particular securities, baskets of securities or indices. The Fund will lose value if and when the instrument&#8217;s price rises &#8212; a result that is the opposite from traditional mutual funds.<br/><br/><b>Small-Cap and Mid-Cap Companies Risk </b><br/><br/>Investing in the securities of small-capitalization and mid-capitalization companies involves greater risks and the possibility of greater price volatility than investing in larger capitalization and more-established companies. Investments in mid-cap companies involve less risk than investing in small-cap companies. Small and medium-size companies often have narrower markets for their goods and/or services and more limited managerial and financial resources than larger, more established companies. Mid-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies.<br/><br/><b>Subadviser&#8217;s Investment Strategy Risk </b><br/><br/>While the Subadviser seeks to take advantage of investment opportunities for the Fund that will maximize its investment returns, there is no guarantee that such opportunities will ultimately benefit the Fund. The Subadviser will aggressively change the Fund&#8217;s portfolio in response to market conditions that are unpredictable and may expose the Fund to greater market risk than other mutual funds. There is no assurance that the Subadviser&#8217;s investment strategy will enable the Fund to achieve its investment objective. www.direxionfunds.com (800) 851-0511 <b>Average Annual Total Returns</b> (For the periods ended December 31, 2011) <center><b>Total Return for the Calendar Year Ended December 31 </b></center> year-to-date return 2012-09-30 0.0006 highest calendar quarter return 2007-09-30 4.34 0.0104 There is the risk that you could lose all or a portion of your money on your investment in the Fund. lowest calendar quarter return <b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. 2011-09-30 0.0133 The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied over time. The bar chart shows changes in the Fund&#8217;s performance from calendar year to calendar year. 0 (800) 851-0511 www.direxionfunds.com The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how it will perform in the future. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRA&#8221;). Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the Financial Highlights section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of Fund shares. 15.42 highest calendar quarter return 2007-06-30 After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. 0.127 lowest calendar quarter return 2005-03-31 Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of Fund shares. -0.0588 Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). Year-to-date total return 2012-09-30 0.0853 <b>Non-Diversification Risk </b><br /><br />The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. -0.0795 -0.0511 0.0787 -0.1033 0.1325 0.0428 -0.0144 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsEvolutionMarketLeadersFundBarChart column period compact * ~</div> -0.0144 -0.0162 -0.0091 0.0211 0.024 0.0056 0.0099 -0.0025 0.0004 -0.0149 -0.0084 0.0305 2004-12-07 2004-12-07 2004-12-07 2004-12-07 The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied over time. The bar chart shows changes in the Fund&#8217;s performance from calendar year to calendar year. (800) 851-0511 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsDirexionMonthly10YearNoteBear2XFundBarChart column period compact * ~</div> www.direxionfunds.com The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how it will perform in the future. Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares <b>S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index</b> 2004-04-01 2004-04-01 2004-04-01 2004-04-01 Year-to-date total return 2012-09-30 0.0161 highest calendar quarter return 2010-12-31 0.1244 lowest calendar quarter return 2010-06-30 -0.1202 0.1248 0.1304 0.0321 -0.2531 -0.0554 -0.0014 -0.1079 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsHCMFreedomFundBarChart column period compact * ~</div> The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the 1 year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511. <br/><br/>The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly, targets. The Fund sought a daily target of 200% until September 30, 2009. At that time, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 200% instead of a monthly target of 200%, the calendar year performance of the Fund would have varied from that shown. <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedHCMFreedomFund column period compact * ~</div> There is the risk that you could lose all or a portion of your money on your investment in the Fund. <b>Direxion Monthly S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Bull 2X Fund </b> Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the &#8220;Financial Highlights&#8221; section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsEvolutionAll-CapEquityFundBarChart column period compact * ~</div> Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the Financial Highlights section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. May 1, 2014 Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares S&amp;P 500<sup>&#174;</sup> Index 0.0075 0.0025 0.009 0.0065 0.0025 0.019 193 597 1026 2222 0.4579 0.5054 -0.8489 1.3215 0.2262 -0.4271 -0.4271 -0.4271 -0.2776 -0.2041 -0.1799 -0.1952 -0.1401 0.0008 -0.0697 -0.0878 -0.0557 0.0636 2005-11-01 2005-11-01 2005-11-01 2005-11-01 Return After Taxes on Distributions Return After Taxes on Distributions and Sale of Fund Shares <b>MSCI Emerging Markets Index </b> year-to-date return 2012-09-30 0.1346 highest calendar quarter return 2009-06-30 0.629 lowest calendar quarter return 2008-12-31 -0.6269 <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleExpenseExampleTransposedDirexionMonthlyEmergingMarketsBull2XFund column period compact * ~</div> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualTotalReturnsDirexionMonthlyEmergingMarketsBull2XFundBarChart column period compact * ~</div> <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedDirexionMonthlyEmergingMarketsBull2XFund column period compact * ~</div> <b>Direxion Monthly Emerging Markets Bull 2X Fund </b> <b>Investment Objective </b> <b>Fees and Expenses of the Fund </b> This table describes the fees and expenses you may pay if you buy and hold shares of the Fund. The Fund seeks monthly investment results, before fees and expenses, of 200% of the calendar month performance of the MSCI Emerging Markets Index.<b> The Fund seeks calendar month leveraged investment results and does not seek to achieve its stated investment objective for a different period of time. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking calendar month leveraged investment results, understand the risks associated with the use of leverage and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios.</b> <b>Annual Operating Expenses</b> (expenses that you pay each year as a percentage of the value of your investment) <b>Example. </b> The example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <b>Portfolio Turnover.</b> The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 0% of the average value of its portfolio. However, this portfolio turnover is calculated without regard to cash instruments or derivatives. If such instruments were included, the Fund&#8217;s portfolio turnover rate would be significantly higher. <b>Principal Investment Strategy </b> The Fund, under normal circumstances, invests at least 80% of its assets in the equity securities that comprise the MSCI Emerging Markets Index<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">SM</sup> (the &#8220;Index&#8221;) and/or financial instruments that, in combination, provide leveraged and unleveraged exposure to the Index with the Fund creating long positions. The financial instruments in which the Fund may invest include exchange-traded funds (&#8220;ETFs&#8221;), stock index futures contracts, options on stock index futures contracts, swap agreements and options on securities and on stock indices to produce economically leveraged investment results. On a day-to-day basis, the Fund may hold short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles, including U.S. government securities and repurchase agreements. <br/><br/>The term &#8220;emerging market&#8221; refers to an economy that is in the initial stages of industrialization and has been historically marked by low per capita income and lack of capital market transparency, but appears to be implementing political and/or market reforms resulting in greater capital market transparency, increased access for foreign investors and generally improved economic conditions. Emerging markets have the potential for significantly higher or lower rates of return and carry greater risks than more developed economies. <br/><br/>The Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. As of September 30, 2012, the Index consisted of the following 21 emerging market country indices: Brazil, Chile, China, Columbia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey.<br/><br/> The Fund may gain exposure to only a representative sample of the securities in the Index that have aggregate characteristics similar to those of the Index. The Fund gains this exposure either by directly investing in the underlying securities of the Index or by investing in derivatives that provide exposure to those securities. The Fund seeks to remain fully invested at all times consistent with its stated goal. At the close of the markets on the last trading day of each month, Rafferty positions the Fund&#8217;s portfolio so that its exposure to the Index is consistent with the Fund&#8217;s investment objective. The impact of the Index&#8217;s movements during the month will affect whether the Fund&#8217;s portfolio needs to be re-positioned. For example, if the Index has risen over the course of a given month, net assets of the Fund should rise, meaning that the Fund&#8217;s exposure will need to be increased. Conversely, if the Index has fallen over the course of a given month, net assets of the Fund should fall, meaning the Fund&#8217;s exposure will need to be reduced. The Fund will concentrate its investment in a particular industry or group of industries to approximately the same extent as the Index is so concentrated. <br/><br/>The Fund is a &#8220;non-diversified&#8221; fund, meaning that a relatively high percentage of its assets may be invested in a limited number of issuers of securities. <b>Principal Risks </b> During the period of time shown in the bar chart, the Fund&#8217;s highest calendar quarter return was 62.90% for the quarter ended June 30, 2009 and its lowest calendar quarter return was &#8211;62.69% for the quarter ended December 31, 2008. The year-to-date return as of September 30, 2012 was 13.46%. An investment in the Fund entails risk. The Fund could lose money or its performance could trail that of other investment alternatives. Rafferty cannot guarantee that the Fund will achieve its objective. In addition, the Fund presents some risks not traditionally associated with most mutual funds. It is important that investors closely review all of the risks listed below and understand how these risks interrelate before making an investment in the Fund. Unprecedented recent turbulence in financial markets and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers worldwide, which could have an adverse effect on the Fund. There is the risk that you could lose all or a portion of your money on your investment in the Fund.<br/><br/><b>Active and Frequent Trading Risk </b><br/><br/>The Fund may engage in active and frequent trading, leading to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Adverse Market Conditions Risk </b><br/><br/>Because the Fund magnifies the performance of the Index, the Fund&#8217;s performance will suffer during conditions in which the Index declines.<br/><br/><b>Adviser&#8217;s Investment Strategy Risk </b><br/><br/>The Adviser utilizes a quantitative methodology to select investments for the Fund. Although this methodology is designed to correlate the Fund&#8217;s performance with the performance of the Index, there is no assurance that such methodology will be successful and will enable the Fund to achieve its investment objective.<br/><br/><b>Counterparty Risk </b><br/><br/>The Fund may invest in financial instruments involving counterparties for the purpose of attempting to gain exposure to a particular group of securities or asset class without actually purchasing those securities or investments, or to hedge a position. These financial instruments may include swap agreements and structured notes. The use of swap agreements and structured notes involves risks that are different from those associated with ordinary portfolio securities transactions. For example, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Fund&#8217;s exposure to counterparty credit risk. The Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.<br/><br/><b>Currency Exchange Rate Risk </b><br/><br/> Changes in foreign currency exchange rates will affect the value of what the Fund owns and the Fund&#8217;s share price. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Devaluation of a currency by a country&#8217;s government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets.<br/><br/><b>Depositary Receipt Risk </b><br/><br/> To the extent the Fund invests in stocks of foreign corporations, the Fund&#8217;s investment in such stocks may also be in the form of depositary receipts or other securities convertible into securities of foreign issuers. Depositary receipts may be purchased through &#8220;sponsored&#8221; or &#8220;unsponsored&#8221; facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participation by the issuer of the depositary security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts of the deposited securities. Fund investments in depositary receipts, which include American Depositary Receipts (&#8220;ADRs&#8221;), Global Depositary Receipts (&#8220;GDRs&#8221;) and European Depositary Receipts (&#8220;EDRs&#8221;) are deemed to be investments in foreign securities for purposes of the Fund&#8217;s investment strategy.<br/><br/><b>Derivatives Risk </b><br/><br/>The Fund uses investment techniques, including investments in derivatives such as futures contracts, forward contracts, options and swaps, which may be considered aggressive. Investments in such derivatives are subject to market risks that may cause their prices to fluctuate over time and may increase the volatility of the Fund. The use of derivatives may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives, such as counterparty risk and the risk that the derivatives may become illiquid. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. In addition, the Fund&#8217;s investments in derivatives currently are subject to the following risks:<p style="PADDING-LEFT: 80px">Futures and Forward Contracts. There may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency.</p><p style="PADDING-LEFT: 80px">Hedging Risk. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, the hedge might be unsuccessful, reduce the Fund&#8217;s investment return, or create a loss. </p><p style="PADDING-LEFT: 80px">Options. There may be an imperfect correlation between the prices of options and movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective.</p><p style="PADDING-LEFT: 80px"> Swap Agreements. Interest rate swaps are subject to interest rate and credit risk. Total return swaps are subject to counterparty risk, which relate to credit risk of the counterparty and liquidity risk of the swaps themselves.</p><b>Early Close/Trading Halt Risk </b><br/><br/>An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in the Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.<br/><br/><b>Effects of Compounding and Market Volatility Risk </b><br/><br/>The Fund does not attempt to, and should not be expected to, provide returns which are a multiple of the return of the Index for periods other than a calendar month. The Fund rebalances its portfolio on a calendar month basis, increasing exposure in response to that calendar month&#8217;s gains or reducing exposure in response to that calendar month&#8217;s losses. This means that for a period longer than a calendar month, the pursuit of daily goals may result in leveraged compounding. It also means that the return of an index over a period of time other than a calendar month multiplied by the Fund&#8217;s target (200%) generally will not equal the Fund&#8217;s performance over that same period. <br/><br/>As a result, over time, the cumulative percentage increase or decrease in the value of the Fund&#8217;s portfolio may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the Fund&#8217;s underlying index due to the compounding effect of losses and gains on the returns of the Fund. It also is expected that the Fund&#8217;s use of leverage will cause the Fund to underperform the compounded return of two times its benchmark in a trendless or flat market. <br/><br/>The effect of compounding becomes more pronounced on the Fund&#8217;s performance as the Index experiences volatility. The Index&#8217;s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of the Index. For information regarding the effects of volatility and index performance on the long-term performance of the Fund, see &#8220;Additional Information Regarding Investment Techniques and Policies&#8221; and &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; in the Fund&#8217;s full prospectus, and &#8220;Special Note Regarding the Correlation Risks of the Funds&#8221; in the Fund&#8217;s Statement of Additional Information. At higher rates of volatility, there is a chance of near complete loss of value even if the Index is flat. <br/><br/>Holding an unmanaged position opens the investor to the risk of market volatility adversely affecting the performance of the investment. The Fund is not appropriate for investors who do not intend to actively monitor and manage their portfolios. This table is intended to underscore the fact that the Fund is designed as a trading vehicle for investors who intend to actively monitor and manage their portfolios. <br/><br/>To fully understand the risks of market volatility on the Fund, see &#8220;Negative Implications of Monthly Goals in Volatile Markets&#8221; found in the statutory prospectus.<br/><br/><b>Emerging Markets Risk </b><br/><br/>Indirect investments in emerging markets instruments involve greater risks than investing in foreign instruments in general. Risks of investing in emerging market countries include political or social upheaval, nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets and risks from an economy&#8217;s dependence on revenues from particular commodities or industries. In addition, currency transfer restrictions, limited potential buyers for such instruments, delays and disruption in settlement procedures and illiquidity or low volumes of transactions may make exits difficult or impossible at times.<br/><br/><b>Equity Securities Risk </b><br/><br/>Investments in publicly issued equity securities and securities that provide exposure to equity securities, including common stocks, in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the net asset value (&#8220;NAV&#8221;) of the Fund to fluctuate.<br/><br/><b>Foreign Securities Risk </b><br/><br/>Indirectly investing in foreign instruments may involve greater risks than investing in domestic instruments. As a result, a Fund&#8217;s returns and NAVs may be affected to a large degree by fluctuations in currency exchange rates, political, diplomatic or economic conditions and regulatory requirements in other countries. The laws and accounting, auditing, and financial reporting standards in foreign countries typically are not as strict as they are in the U.S., and there may be less public information available about foreign companies.<br/><br/><b>Gain Limitation Risk </b><br/><br/>Rafferty will attempt to position the Fund&#8217;s portfolio to ensure that the Fund does not lose more than 90% of its NAV in a given calendar month. The cost of such downside protection will be limitations on the Fund&#8217;s gains. As a consequence, the Fund&#8217;s portfolio may not be responsive to Index gains beyond 45% in a given calendar month. For example, if the Index were to gain 50%, the Fund might be limited to a calendar month gain of 90% rather than 100%, which is 200% of the Index gain of 50%.<br/><br/><b>Geographic Concentration Risk </b><br/><br/>Investments in a particular country or geographic region may be particularly susceptible to political, diplomatic or economic conditions and regulatory requirements. As a result, the Fund may be more volatile than a more geographically diversified fund.<br/><br/><b>Intra-Calendar Month Investment Risk </b><br/><br/>The Fund seeks calendar month leveraged investment results which should not be equated with seeking a leveraged goal for shorter than a calendar month. An investor who purchases shares on a day other than the last business day of a calendar month will likely have more, or less, than 200% leveraged investment exposure to the Index, depending upon the movement of the Index from the end of the prior calendar month until the point of purchase. If the Index moves in value in a direction favorable to the Fund, the Fund&#8217;s net assets will rise by the same amount as the Fund&#8217;s exposure. Conversely, if the Index moves in value in a direction adverse to the Fund, the Fund&#8217;s net assets will decline by the same amount as the Fund&#8217;s exposure. Since a Fund starts each month with exposure which is 200% of its net assets, a change in both the exposure and the net assets of the Fund by the same absolute amount results in a change in the comparative relationship of the two. As an example (using simplified numbers), if the Fund had $100 in net assets at the market close on the last trading day of the month, it would seek $200 of exposure to the next month&#8217;s Index performance. If the Index rose by 1% by mid-month, the exposure of the Fund will have risen by 1% to $202 and the net assets will have risen by that $2 gain to $102. With net assets of $102 and exposure of $202, a purchaser at that point would be receiving 198% exposure of her investment instead of 200%.<br/><br/><b>Leverage Risk </b><br/><br/>If you invest in the Fund, you are exposed to the risk that a decline in the monthly performance of the Index will be leveraged. This means that your investment in the Fund will be reduced by an amount equal to 2% for every 1% monthly decline, not including the cost of financing the portfolio and the impact of operating expenses, which would further lower your investment. The Fund could theoretically lose an amount greater than its net assets in the event of an Index decline of more than 50%. Further, purchasing shares intra-calendar month may result in greater than 200% exposure to the performance of the Index if the Index declines between the end of the last calendar month and the time the investor purchased Fund shares.<br/><br/><b>Liquidity Risk </b><br/><br/>Some securities held by the Fund, including derivatives, may be difficult to sell or illiquid, particularly during times of market turmoil. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid security at an unfavorable time or at a price that is lower than Rafferty&#8217;s judgment of the security&#8217;s true market value, the Fund may be forced to sell the security at a loss. Such a situation may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index.<br/><br/><b>Market Risk </b><br/><br/>The Fund is subject to market risks that can affect the value of its shares. These risks include political, regulatory, market and economic developments, including developments that impact specific economic sectors, industries or segments of the market.<br/><br/><b>Market Timing Activity Risk </b><br/><br/>Rafferty expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of &#8220;asset allocation&#8221; and &#8220;market timing&#8221; investment strategies. These strategies often call for frequent trading, which may lead to increased portfolio turnover, higher transaction costs, and the possibility of increased net realized capital gains, including net short-term capital gains that will be taxable to shareholders as ordinary income when distributed to them.<br/><br/><b>Monthly Correlation Risk </b><br/><br/>There is no guarantee that the Fund will achieve its monthly target. The Fund may have difficulty achieving its monthly target due to fees and expenses, high portfolio turnover, transaction costs, costs associated with the use of leveraged investment techniques, income items and accounting standards. The Fund may not have investment exposure to all securities in its underlying Index, or its weighting of investment exposure to such stocks or industries may be different from that of the Index. In addition, the Fund may invest in securities or financial instruments not included in the underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Index. Activities surrounding annual index reconstitutions and other index repositioning or reconstitution events may hinder the Fund&#8217;s ability to meet its calendar month leveraged investment objective in that month. The Fund seeks to rebalance its portfolio monthly to keep leverage consistent with its calendar month leveraged investment objective.<br/><br/><b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.<br/><br/><b>Regulatory Risk </b><br/><br/>The Fund is subject to the risk that a change in U.S. law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund&#8217;s operations and/or change the competitive landscape.<br/><br/><b>Risks of Investing in Other Investment Companies (including ETFs) </b><br/><br/>Investments in the securities of other investment companies, including ETFs, may involve duplication of advisory fees and certain other expenses. By investing in another investment company or ETF, the Fund becomes a shareholder thereof. As a result, Fund shareholders indirectly bear the Fund&#8217;s proportionate share of the fees and expenses paid by shareholders of the other investment company or ETF, in addition to the fees and expenses Fund shareholders indirectly bear in connection with the Fund&#8217;s own operations. The Fund&#8217;s performance may be magnified positively or negatively by virtue of its investment in other investment companies. If the other investment company or ETF fails to achieve its investment objective, the value of the Fund&#8217;s investment will decline, adversely affecting the Fund&#8217;s performance. In addition, closed-end investment company and ETF shares potentially may trade at a discount or a premium and are subject to brokerage and other trading costs, which could result in greater expenses to a Fund. Finally, because the value of other investment company or ETF shares depends on the demand in the market, the Adviser may not be able to liquidate a Fund&#8217;s holdings in those shares at the most optimal time, adversely affecting the Fund&#8217;s performance.<br/><br/><b>Tracking Error Risk </b><br/><br/>The Fund may have difficulty achieving its calendar month target due to fees and expenses, high portfolio turnover, transaction costs and/or a temporary lack of liquidity in the markets for the securities held by the Fund. A failure to achieve a calendar month target may cause the Fund to provide returns for a longer period that are worse than expected. In addition, even though the Fund may meet its calendar month target over a period of time, this will not necessarily produce the returns that might be expected in light of the returns of its index or benchmark for that period.<br/><br/><b>Valuation Time Risk </b><br/><br/>The Fund values its portfolio as of the close of regular trading on the New York Stock Exchange (&#8220;NYSE&#8221;) (generally 4:00 PM Eastern time). In some cases, foreign market indices close before the NYSE opens or may not be open for business on the same calendar days as the Fund. As a result, the performance of the Fund that tracks a foreign market index can vary from the performance of that index. <b>Fund Performance </b> The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. The table shows how the Fund&#8217;s average annual returns for the 1 and 5 year and since inception periods compare with those of a broad-based market index for the same periods. The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on the Fund&#8217;s website at www.direxionfunds.com or by calling the Fund toll-free at (800) 851-0511.<br/><br/> The performance shown prior to September 30, 2009 reflects previous daily, instead of monthly, targets. The Fund sought a daily target of 200% until September 30, 2009. At that time, the Fund began to seek a monthly target of 200%. If the target of the Fund had remained a daily target of 200% instead of a monthly target of 200%, the calendar year performance of the Fund would have varied from that shown. <b>Average Annual Total Returns</b> (for the period ended December 31, 2011) After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). March 1, 2014 Total Annual Fund Operating Expenses for the Fund do not correlate to the &#8220;Ratios to Average Net Assets: Net Expenses&#8221; provided in the &#8220;Financial Highlights&#8221; section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. 0 There is the risk that you could lose all or a portion of your money on your investment in the Fund. <b>Non-Diversification Risk </b><br/><br/>The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. The following performance information provides some indication of the risks of investing in the Fund by demonstrating how its returns have varied from calendar year to calendar year. (800) 851-0511 www.direxionfunds.com The Fund&#8217;s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#8217;s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (&#8220;IRAs&#8221;). <div style="display:none">~ http://www.direxionfunds.com/role/ScheduleAnnualFundOperatingExpensesDirexionMonthlyEmergingMarketsBull2XFund column period compact * ~</div> This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. <b>Non-Diversification Risk </b><br/><br/> The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. A non-diversified fund&#8217;s NAVs and total returns may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund. <center><b>Total Return for the Calendar Years Ended December 31 </b></center> <center><b>Total Return for the Calendar Years Ended December 31 </b></center> <center><b>Total Return for the Calendar Years Ended December 31 </b></center> <center><b>Total Return for the Calendar Years Ended December 31 </b></center> <center><b>Total Return for the Calendar Years Ended December 31 </b></center> <center><b>Total Return for the Calendar Years Ended December 31 </b></center> <center><b>Total Return for the Calendar Years Ended December 31 </b></center> <center><b>Total Return for the Calendar Years Ended December 31 </b></center> <center><b>Total Return for the Calendar Years Ended December 31 </b></center> <center><b>Total Return for the Calendar Years Ended December 31 </b></center> <center><b>Total Return for the Calendar Years Ended December 31 </b></center> Rafferty Asset Management, LLC ("Rafferty" or "Adviser") has contractually agreed to pay all expenses of the Fund through March 1, 2014 other than the following: management fees, distribution and/or service fees, shareholder servicing fees, acquired fund fees and expenses, taxes, leverage interest, dividends or interest on short positions, other interest expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation or other expenses outside the typical day-to-day operations of the Fund. This Operating Services Agreement may be terminated at any time by the Board of Trustees. Total Annual Fund Operating Expenses for the Fund do not correlate to the "Ratios to Average Net Assets: Net Expenses" provided in the "Financial Highlights" section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. Rafferty Asset Management, LLC ("Rafferty" or "Adviser") has contractually agreed to pay all expenses of the Fund through March 1, 2014 other than the following: management fees, distribution and/or service fees, shareholder servicing fees, acquired fund fees and expenses, taxes, leverage interest, dividends or interest on short positions, other interest expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation or other expenses outside the typical day-to-day operations of the Funds This Operating Services Agreement may be terminated at any time by the Board of Trustees. Rafferty has contractually agreed to pay all expenses of the Fund through March 1, 2014 other than the following: management fees, distribution and/or service fees, shareholder servicing fees, acquired fund fees and expenses, taxes, leverage interest, dividends or interest on short positions, other interest expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation or other expenses outside the typical day-to-day operations of the Fund. This Operating Services Agreement may be terminated at any time by the Board of Trustees. Rafferty Asset Management, LLC ("Rafferty" or the "Adviser") has contractually agreed to waive 0.15% of its Management Fees through March 1, 2014. There is no guarantee that the management fee waiver will continue after March 1, 2014. This contractual fee waiver may be terminated at any time by the Board of Trustees. Total Annual Fund Operating Expenses for the Fund do not correlate to the "Ratios to Average Net Assets: Net Expenses" provided in the Financial Highlights section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. Rafferty Asset Management, LLC ("Rafferty" or the "Adviser") has contractually agreed to waive 0.20% of its Management Fees through May 1, 2014. There is no guarantee that the management fee waiver will continue after May 1, 2014. This contractual fee waiver may be terminated at any time by the Board of Trustees. The Adviser has voluntarily agreed to waive its investment advisory fees and/or reimburse certain expenses of the Fund to the extent that it becomes necessary in order to maintain a positive yield. There is no guarantee that the Fund will be able to maintain a positive yield. The Adviser may withdraw this expense limitation at any time. The Adviser may recoup any such waived fees and/or reimbursed expenses within three years provided that such recoupment does not cause the Fund's seven-day yield to fall below 1%. Rafferty Asset Management, LLC ("Rafferty" or "Adviser") has contractually agreed to pay all expenses of the Fund through March 1, 2014 other than the following: management fees, distribution and/or service fees, shareholder servicing fees, acquired fund fees and expenses, taxes, leverage interest, dividends or interest on short positions, other interest expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation or other expenses outside the typical day-to-day operations of the Fund. This Operating Services Agreement may be terminated at any time by the Board of Trustees. Total Annual Fund Operating Expenses for the Fund do not correlate to the "Ratios to Average Net Assets: Net Expenses" provided in the "Financial Highlights" section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. Year-to-date total return as of September 30, 2012 for the Fund was 3.05%. Year-to-date total return as of September 30, 2012 for the Fund was 1.61%. Year-to-date total return as of September 30, 2012 for the HCM Freedom Fund was 8.53%. Year-to-date total return as of September 30, 2012 for the Fund was 3.43% Rafferty Asset Management, LLC ("Rafferty" or the "Adviser") has contractually agreed to waive 0.20% of its Management Fees through May 1, 2014. There is no guarantee that the management fee waiver will continue after May 1, 2014. This contractual fee waiver may be terminated at any time by the Board of Trustees. Rafferty Asset Management, LLC ("Rafferty" or the "Adviser") has contractually agreed to waive 0.20% of its Management Fees through May 1, 2014. There is no guarantee that the management fee waiver will continue after May 1, 2014. This contractual fee waiver may be terminated at any time by the Board of Trustees. Year-to-date total return as of September 30, 2012 for the Fund was -7.38%. Rafferty Asset Management, LLC ("Rafferty" or "Adviser") has contractually agreed to pay all expenses of the Fund through March 1, 2014 other than the following: management fees, distribution and/or service fees, shareholder servicing fees, acquired fund fees and expenses, taxes, leverage interest, dividends or interest on short positions, other interest expenses, brokerage commissions, expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation or other expenses outside the typical day-to-day operations of the Fund. This Operating Services Agreement may be terminated at any time by the Board of Trustees. Total Annual Fund Operating Expenses for the Fund do not correlate to the "Ratios to Average Net Assets: Net Expenses" provided in the "Financial Highlights" section of the statutory prospectus, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. 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