SecProbe.io

May 12, 2023
 Stacy L. Fuller K&L Gates LLP 1601 K St NW #1 Washington, DC 20006

  Re: Direxion Shares ETF Trust
   File Nos. 333-150525 and 811-22201
 Dear Ms. Fuller:
 On April 11, 2023, Direxion Shares ETF Trust (the “Trust”) filed Post-Effective
Amendment No. 391 to the Trust’s Registration Statement on Form N -1A pursuant to Rule
485(a) under the Securities Act of 1933 and Ame ndment No. 393 to the Registration Statement
under the Investment Company Act of 1940 (the “Act”)  to register shares of the Direxion Daily
Bitcoin Strategy Bull 2X ETF (the “Fund”) .  On May 5th, 2023, the Staff provided initial
comments on the filing.  Upon reviewing the filin g in total, we have the following additional
comments.
Where a comment is made with regard to the dis closure in one location, it is applicable to
all similar disclosure appearing elsewhere in the filing.  We note that portions of the amendment are incomplete.  Please provide a completed fee table and hypothetical expense example in your response letter. We may have additional comments on information supplied supplementally in
response to Staff comments or on disclosure s or exhibits added in any amendment. All
capitalized terms not otherwise defined herein have  the meaning given to them in the registration
statement.

General Bitcoin and Bitcoin Futures Related Comments

1. Please supplementally indicate when the Fund expects to launch.

2. Please inform us whether the Fund anticipates an y capacity constraints in the Bitcoin futures
market that w ould limit the size of the Fund’ s exposure to Bitcoin futures, and explain to us how
the Fund will monitor market capacity as new participants enter the market.
3. Pleas e explain the Fund’s plans for liquidity m anagement, including during both normal and
reasonably foreseeable stressed conditions. Given the inability of exchange traded funds (“ETFs”) to close to new investors, please explain in the Summary Prospectus how the Fund will
manage liquidity should the Fund become so large as to require more liquidity than the market
can provide to meet potential redemptions. In your response, please address the impact of

Stacy L. Fuller
K&L Gates LLP
May 12, 2023
Page 2 of 5

exceeding certain thresholds, such as Futures Commission Merchant (“FCM”)  imposed capacity
limits or the CME's position limits for a given contract, and whether these circumstances (or
others) may cause the Fund to reduce its leverage to less than 2x?
4. Supplementally describe how the Fund expects to achieve 2x exposure given the margin
requirements associated with futures and the Fund’s strategy of inv esting only 25% of assets in a
Subsidiary that will invests in futures.
5. Please supplementally confirm whether the Fund has lined up a FMC and who that FCM is.

6. Please provide the Staff with an outline of the Fund’s plans for complying with Rule 18f -4 under
the Act, including a preliminary overview of the key elements of the derivatives risk
management program.  In responding to this comment, please confirm the Fund will use relative VaR to comply with the rule giv en the Fund’s expected leverage  and provide the designated
reference portfolio. As part of your answer, please discuss whether the designated index is unleveraged, g iven that the Fund’s portfolio  consists of derivatives that include economic
leverage.
7. Please supplementally discuss how the Fund would value its Bitcoin futures positions if the CME
halted the trading of Bitcoin futures due to price limits or otherwise.

8. Please confirm that the Fund ’s code of ethics applies to tran sactions in Bitcoin and Bitcoin
futures and that employees will be requi red to pre-clear such transactions.

9. Please supplementally provide to S taff information about the Fund’s discussions with potential
authorized participants (“APs”) or market makers:

a. Please disclose the number of APs or other firms that have expressed legitimate interest
and/or intent to act as an AP for the Fund (i ncluding information about the identities of
such potential APs).

b. Please discuss the ability of APs and market makers to arbitrage the Fund ’s holdings in
a manner that is expected to keep the F und’s market price in line with its NAV .

c. Please describe what instruments the APs will  use to arbitrage and whether there will
be any impact from the inability of broker- dealers to custody “physical” Bitcoin?
 d. Are there any unique consider ations/rules from the exchange on which the Fund plans
to list that will impact the F und’s ability to pursue its investment strategy; interact with
APs; or otherwise impact the F und’s operations.

Stacy L. Fuller
K&L Gates LLP
May 12, 2023
Page 3 of 5

General Comments Relating to the Fund’s Investment in a Wholly -Owned Subsidiary

10. Explain in correspondence whether the financ ial statements of the Subsidiary will be
consolidated with those of the Fund. If not, please explain why not.
11. Confirm in correspondence that the Subsidiary and it s Board of Trustees will agree to inspection
by the S taff of the Subsidiary’s books and records, which will be maintained in accordance with
Section 31 of the Act and the rules thereunder.

12. The Subsidiary and its Board of Trustees will agr ee to designate an agent for service of process
in the United States.
13. Please supplementally inform the Staff whether the S ubsidiary’s management fee (including any
performance fee), if any, will be include d in “Management Fees,” and the wholly -owned
Subsidiary’s expenses will be incl uded in “Other Expenses” in the Fund’s fee table.

Principal Investment Strategy, pages 2-4

14. Supplementally confirm that the Fund will only obtain exposure to Bitcoin through cash-settled
futures traded on an exchange registered w ith the Commodity Futures Trading Commission
(CFTC), which currently means the Fund will only invest in Bitcoin futures that are traded on the
CME, or investment companies that are registered in the United States.  Relatedly, in the third
paragraph on page 3, the prospectus states that Bitcoin Futures are “standardized contracts traded
on, or subject to the rules of, the CME to buy or sell a specified quantity of Bitcoin at a designated price.” Please delete the phrase “or subject to the rules of.”

15. In the ninth paragraph on page 3, the prospectus states that “ Unlike the Fund, the Subsidiary may
invest without limitation in commodity-linked derivatives and will invest principally in
commodity futures and swap contracts, as well as certain short-term fixed-income investments
intended to serve as margin or collateral for th e Subsidiary’s derivatives positions.” Please revise
this paragraph to reflect that the Fund will only obtain exposure to Bitcoin through cash settled
futures traded on an exchange registered with the CFTC.

Principal Investment Risks, pages 4-10

16. Within the Bitcoin Futures Capacity Risk subs ection, the prospectus discloses that the Fund may
invest in “equity securities of ‘ bitcoin- related companies.’”  Please supplementally explain what
is meant by “bitcoin related companies” and revise the disclosure accordingly.

17. Please tailor the Derivative Risk subsection to th e investment strategy of the Fund and the type
of derivatives in which the Fund intends to inve st. Specifically, the disclosure should address
cash settled futures contracts traded on an exchange registered with the CFTC .

Stacy L. Fuller
K&L Gates LLP
May 12, 2023
Page 4 of 5

18. The Liquidit y Risk subsection states that “ Under such circumstances, the market for securities
[emphasis added] of the Index may lack sufficient liquidity for all market participants' trades.” Please tailor this risk disclosure to the F und’s  investment strategy and the composition of the
Index (front month Bitcoin futures contracts trading on CME). Please make conforming revisions to similar disclosure language that may a ppear elsewhere in the filing such as in the
Cash Transaction Risk and Authorized Participan ts Concentration Risk subsections which each
make reference to securities.

19. The Cash Transaction Risk subsection states that, “At certain times  [emphasis added], the Fund
may effect creations and redemptions for cash rather than for in-kind securities [emphasis
added] .” It is our understanding that the Fund predominately redeems in cash.  Please revise this
statement as appropriate.
Additional Information Regarding Investme nt Techniques and Policies, page 11

20. The fifth paragraph states that “ The Fund offered in this Prospectus may invest significantly in:
futures contracts; options on securities, indices and futures contracts; equity caps, floors and
collars; swap agreements; forward contracts; s hort positions; reverse repurchase agreements;
ETFs; and other financial instruments to obtain economic ‘leverage.’”  Please tailor this
disclosure to the Fund ’s investment strategy (i.e., cash settled futures contracts traded on an
exchange registered with the CFTC).

Statement of Additional Information

21. The Staff t otes that within the subsection “Position Limits and Accountability Levels” on page
10 of the SAI, the Fund discloses:   “The Fund also may, after consultation with the Staff of the SEC, consider investing in U.S. listed futures contracts on cryptocurrencies ot her than bitcoin or in other bitcoin-related
instruments whose performance the Adviser be lieves may correspond to the performance of
bitcoin or bitcoin futures contracts, such as exchange traded notes and funds, privately offered
funds, or swaps on a bitcoin reference rate. The Fund would not invest in these other instruments if doing so would be inconsistent with applicable law or regulation or the then-stated position of the SEC. In addition, the Adviser might recommend to the Board that the Fund
convert to an open-end or closed-end fund structure or other pooled investment vehicle that invests directly in spot bitcoin . [Emphasis added ].”
 Please revise the disclosure to clarify, with resp ect to the last sentence, that neither the Adviser
nor the Fund would seek to engage in such a conversion without first communicating its
intention to do so with the Staff and if doing so would be inconsistent with applicable law or
regulation or the then-stated position of the SEC.

Stacy L. Fuller
K&L Gates LLP
May 12, 2023
Page 5 of 5

22. Within the Portfolio Deposit Subsection on page 29 of the Statement of Additional Information,
the disclosure states that “Rafferty may restrict purchases of the F und’s Creation Units to be on
an in-kind basis at any time and without prior notice, at Rafferty’s discretion .” Please disclose
the types of circumstances that would result in instituting such restrictions on purchase orders.

23. Within the Rejection of Purchase Orders subs ection on page 31, the SAI states that the Fund
reserves the right to reject or revoke acceptance of a purchase order, for among other reasons, if the acceptance of Deposit Securities is not “lega lly required or would, in the opinion of counsel,
be unlawful or have an adverse effect on the Fund or its shareholders (e.g., jeopardize the Fund's
tax status).” As previously discussed with the registrant, p lease delete the phrase “or have an
adverse effect on the Fund or its shareholders (e.g., jeopardize the Fund's tax status).”

***

Please provide a response letter in the form of EDGAR correspondence (with a courtesy
email copy to the Staff) as soon as practicable. We remind you that the Fund and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action, or absen ce of action by the Staff.

Should you have any questions, please feel  free to contact me at 617-573-4521 or
worthingtonti@sec.gov.

Sincerely,  /s/ Timothy Worthington
Timothy Worthington Attorney Advisor
cc:  Andrea Ottomanelli Magovern, Assistant Director
 Asen Parachkevov, Branch Chief