497

U.S. Bancorp Fund Services LLC

615 East Michigan Street

Milwaukee, WI 53202

June 6, 2013

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F. Street, N.E.

Washington, D.C. 20549-1004

Re: Direxion Funds (the “Trust”)

File Nos.: 333-28697 and 811-08243

Dear Sir or Madam:

Pursuant to Rule 497(e) of the Securities Act of 1933, as amended (the “1933 Act”) and the regulations thereunder, transmitted herewith on behalf of the Trust is the XBRL risk/return summaries and corresponding XBRL exhibits, noted below, that mirrors the revisions to the risk/return summary described for the Direxion/Wilshire Dynamic Fund and filed pursuant to Rule 497(e) under the 1933 Act on May 16, 2013. This June 6, 2013 Rule 497(e) filing (Accession No. 0000894189-13-002860) is hereby incorporated by reference to today’s Rule 497(e) filing.

The XBRL exhibits attached hereto consist of the following:

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

If you have any questions concerning the foregoing, please contact Adam Henkel of U.S. Bancorp Fund Services, LLC at (312) 325-2037.

Sincerely,

/s/ Adam R. Henkel

Adam R. Henkel, Esq.

For U.S. Bancorp Fund Services, LLC

XML

Label	Element	Value
Risk/Return:	rr_RiskReturnAbstract
Registrant Name	dei_EntityRegistrantName	DIREXION FUNDS
Prospectus Date	rr_ProspectusDate	Feb. 28, 2013
Document Creation Date	dei_DocumentCreationDate	May 16, 2013

XML

Label

Element

Value

Risk/Return:

rr_RiskReturnAbstract

Registrant Name

dei_EntityRegistrantName

DIREXION FUNDS

Prospectus Date

rr_ProspectusDate

Feb. 28, 2013

Supplement [Text Block]

df_SupplementTextBlock

Direxion/Wilshire Dynamic Fund

Class A (DXDWX)

Class C (DXWCX)

Institutional Class (DXDIX)

A Series of the

Direxion Funds

Supplement dated May 16, 2013

to the Summary Prospectus, Prospectus and

Statement of Additional Information (“SAI”) dated February 28, 2013

Effective immediately, the last sentence of the first paragraph appearing under the heading “Principal Investment Strategy” in the summary section of the Prospectus for the Direxion/Wilshire Dynamic Fund (the “Fund”) is deleted in its entirety and replaced with the following:

The Subadviser’s tactical model evaluates asset class allocations and makes relevant adjustments on at least a monthly basis, but may make adjustments as frequently as daily, which may result in a high portfolio turnover rate for the Fund.

Additionally, any references appearing in the statutory section of the Fund’s Prospectus relating to the Subadviser’s tactical model evaluating asset class allocations on a monthly basis is hereby revised to indicate that the Fund’s asset class allocations will be evaluated on at least a monthly basis, but may be adjusted as frequently as daily.

*           *           *           *           *

For more information, please contact the Fund at (866) 851-0511.

Direxion/Wilshire Dynamic Fund

Risk/Return:

rr_RiskReturnAbstract

Supplement [Text Block]

df_SupplementTextBlock

Direxion/Wilshire Dynamic Fund

Class A (DXDWX)

Class C (DXWCX)

Institutional Class (DXDIX)

A Series of the

Direxion Funds

Supplement dated May 16, 2013

to the Summary Prospectus, Prospectus and

Statement of Additional Information (“SAI”) dated February 28, 2013

Effective immediately, the last sentence of the first paragraph appearing under the heading “Principal Investment Strategy” in the summary section of the Prospectus for the Direxion/Wilshire Dynamic Fund (the “Fund”) is deleted in its entirety and replaced with the following:

The Subadviser’s tactical model evaluates asset class allocations and makes relevant adjustments on at least a monthly basis, but may make adjustments as frequently as daily, which may result in a high portfolio turnover rate for the Fund.

Additionally, any references appearing in the statutory section of the Fund’s Prospectus relating to the Subadviser’s tactical model evaluating asset class allocations on a monthly basis is hereby revised to indicate that the Fund’s asset class allocations will be evaluated on at least a monthly basis, but may be adjusted as frequently as daily.

*           *           *           *           *

For more information, please contact the Fund at (866) 851-0511.

XML

Direxion/Wilshire Dynamic Fund

Class A (DXDWX)

Class C (DXWCX)

Institutional Class (DXDIX)

A Series of the

Direxion Funds

Supplement dated May 16, 2013

to the Summary Prospectus, Prospectus and

Statement of Additional Information (“SAI”) dated February 28, 2013

Effective immediately, the last sentence of the first paragraph appearing under the heading “Principal Investment Strategy” in the summary section of the Prospectus for the Direxion/Wilshire Dynamic Fund (the “Fund”) is deleted in its entirety and replaced with the following:

The Subadviser’s tactical model evaluates asset class allocations and makes relevant adjustments on at least a monthly basis, but may make adjustments as frequently as daily, which may result in a high portfolio turnover rate for the Fund.

Additionally, any references appearing in the statutory section of the Fund’s Prospectus relating to the Subadviser’s tactical model evaluating asset class allocations on a monthly basis is hereby revised to indicate that the Fund’s asset class allocations will be evaluated on at least a monthly basis, but may be adjusted as frequently as daily.

*           *           *           *           *

For more information, please contact the Fund at (866) 851-0511.

XML

Document and Entity Information	12 Months Ended
	Feb. 28, 2013
Risk/Return:
Document Type	Other
Document Period End Date	Oct. 31, 2012
Registrant Name	DIREXION FUNDS
Central Index Key	0001040587
Amendment Flag	false
Document Creation Date	May 16, 2013
Document Effective Date	May 16, 2013
Prospectus Date	Feb. 28, 2013