******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-08243
Reporting Period: 07/01/2021 - 06/30/2022
Direxion Funds

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-08243

Direxion Funds
1301 Avenue of the Americas (6th Ave.)
28th Floor
New York, NY 10019

U.S. Bancorp Fund Services, LLC
615 E. Michigan Avenue
Milwaukee, WI 53202

Registrant's telephone number, including area code: 1-800-851-0511

Date of fiscal year end: August 31

Date of reporting period: July 1, 2021 to June 30, 2022


Item 1. Proxy Voting Record.

=============== Direxion Monthly 7-10 Year Treasury Bear 2X Fund ===============

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=============== Direxion Monthly 7-10 Year Treasury Bull 2X Fund ===============

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================ Direxion Monthly Emerging Markets Bull 2X Fund ================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================== Direxion Monthly High Yield Bull 1.2X Fund ==================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================= Direxion Monthly NASDAQ-100 Bear 1.25X Fund ==================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================= Direxion Monthly NASDAQ-100 Bull 1.25X Fund ==================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================= Direxion Monthly NASDAQ-100(R) Bull 2X Fund ==================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=================== Direxion Monthly S&P 500(R) Bear 2X Fund ===================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=================== Direxion Monthly S&P 500(R) Bull 2X Fund ===================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=================== Direxion Monthly Small Cap Bear 2X Fund ====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=================== Direxion Monthly Small Cap Bull 2X Fund ====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



========================= Hilton Tactical Income Fund ==========================


ACCENTURE PLC

Ticker:       ACN            Security ID:  G1151C101
Meeting Date: JAN 26, 2022   Meeting Type: Annual
Record Date:  NOV 29, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jaime Ardila             For       For          Management
1b    Elect Director Nancy McKinstry          For       For          Management
1c    Elect Director Beth E. Mooney           For       For          Management
1d    Elect Director Gilles C. Pelisson       For       For          Management
1e    Elect Director Paula A. Price           For       For          Management
1f    Elect Director Venkata (Murthy)         For       For          Management
      Renduchintala
1g    Elect Director Arun Sarin               For       For          Management
1h    Elect Director Julie Sweet              For       For          Management
1i    Elect Director Frank K. Tang            For       For          Management
1j    Elect Director Tracey T. Travis         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
5     Renew the Board's Authority to Issue    For       For          Management
      Shares Under Irish Law
6     Authorize Board to Opt-Out of           For       For          Management
      Statutory Pre-Emption Rights
7     Determine Price Range for Reissuance    For       For          Management
      of Treasury Shares


--------------------------------------------------------------------------------

ADVANCE AUTO PARTS, INC.

Ticker:       AAP            Security ID:  00751Y106
Meeting Date: MAY 19, 2022   Meeting Type: Annual
Record Date:  MAR 24, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carla J. Bailo           For       For          Management
1b    Elect Director John F. Ferraro          For       For          Management
1c    Elect Director Thomas R. Greco          For       For          Management
1d    Elect Director Joan M. Hilson           For       For          Management
1e    Elect Director Jeffrey J. Jones, II     For       For          Management
1f    Elect Director Eugene I. Lee, Jr.       For       For          Management
1g    Elect Director Douglas A. Pertz         For       For          Management
1h    Elect Director Sherice R. Torres        For       For          Management
1i    Elect Director Nigel Travis             For       For          Management
1j    Elect Director Arthur L. Valdez, Jr.    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
4     Amend Proxy Access Right                Against   For          Shareholder


--------------------------------------------------------------------------------

ALEXANDRIA REAL ESTATE EQUITIES, INC.

Ticker:       ARE            Security ID:  015271109
Meeting Date: MAY 17, 2022   Meeting Type: Annual
Record Date:  MAR 31, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joel S. Marcus           For       For          Management
1.2   Elect Director Steven R. Hash           For       For          Management
1.3   Elect Director James P. Cain            For       Against      Management
1.4   Elect Director Cynthia L. Feldmann      For       For          Management
1.5   Elect Director Maria C. Freire          For       Against      Management
1.6   Elect Director Jennifer Friel Goldstein For       For          Management
1.7   Elect Director Richard H. Klein         For       For          Management
1.8   Elect Director Michael A. Woronoff      For       Against      Management
2     Amend Restricted Stock Plan             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Increase Authorized Common Stock        For       For          Management
5     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 09, 2022   Meeting Type: Annual
Record Date:  JAN 03, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ray Stata                For       For          Management
1b    Elect Director Vincent Roche            For       For          Management
1c    Elect Director James A. Champy          For       For          Management
1d    Elect Director Anantha P. Chandrakasan  For       For          Management
1e    Elect Director Tunc Doluca              For       For          Management
1f    Elect Director Bruce R. Evans           For       For          Management
1g    Elect Director Edward H. Frank          For       For          Management
1h    Elect Director Laurie H. Glimcher       For       For          Management
1i    Elect Director Karen M. Golz            For       For          Management
1j    Elect Director Mercedes Johnson         For       For          Management
1k    Elect Director Kenton J. Sicchitano     For       For          Management
1l    Elect Director Susie Wee                For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: MAR 04, 2022   Meeting Type: Annual
Record Date:  JAN 03, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James Bell               For       For          Management
1b    Elect Director Tim Cook                 For       For          Management
1c    Elect Director Al Gore                  For       For          Management
1d    Elect Director Alex Gorsky              For       For          Management
1e    Elect Director Andrea Jung              For       For          Management
1f    Elect Director Art Levinson             For       For          Management
1g    Elect Director Monica Lozano            For       For          Management
1h    Elect Director Ron Sugar                For       For          Management
1i    Elect Director Sue Wagner               For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Amend Articles of Incorporation to      Against   Against      Shareholder
      become a Social Purpose Corporation
6     Approve Revision of Transparency        Against   For          Shareholder
      Reports
7     Report on Forced Labor                  Against   For          Shareholder
8     Report on Median Gender/Racial Pay Gap  Against   For          Shareholder
9     Report on Civil Rights Audit            Against   For          Shareholder
10    Report on Concealment Clauses           Against   For          Shareholder


--------------------------------------------------------------------------------

ARES CAPITAL CORPORATION

Ticker:       ARCC           Security ID:  04010L103
Meeting Date: MAY 19, 2022   Meeting Type: Annual
Record Date:  MAR 16, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Daniel G. Kelly, Jr.     For       Against      Management
1b    Elect Director Eric B. Siegel           For       Against      Management
1c    Elect Director R. Kipp deVeer           For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management


--------------------------------------------------------------------------------

ARES MANAGEMENT CORPORATION

Ticker:       ARES           Security ID:  03990B101
Meeting Date: JUN 09, 2022   Meeting Type: Annual
Record Date:  APR 13, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael J Arougheti      For       Against      Management
1b    Elect Director Antoinette Bush          For       Against      Management
1c    Elect Director Paul G. Joubert          For       For          Management
1d    Elect Director R. Kipp deVeer           For       Against      Management
1e    Elect Director David B. Kaplan          For       Against      Management
1f    Elect Director Michael Lynton           For       For          Management
1g    Elect Director Judy D. Olian            For       For          Management
1h    Elect Director Antony P. Ressler        For       Against      Management
1i    Elect Director Bennett Rosenthal        For       Against      Management
1j    Elect Director Eileen Naughton          For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

ASTRAZENECA PLC

Ticker:       AZN            Security ID:  046353108
Meeting Date: APR 29, 2022   Meeting Type: Annual
Record Date:  APR 07, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Dividends                       For       For          Management
3     Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
4     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
5a    Re-elect Leif Johansson as Director     For       For          Management
5b    Re-elect Pascal Soriot as Director      For       For          Management
5c    Elect Aradhana Sarin as Director        For       For          Management
5d    Re-elect Philip Broadley as Director    For       For          Management
5e    Re-elect Euan Ashley as Director        For       For          Management
5f    Re-elect Michel Demare as Director      For       For          Management
5g    Re-elect Deborah DiSanzo as Director    For       For          Management
5h    Re-elect Diana Layfield as Director     For       For          Management
5i    Re-elect Sheri McCoy as Director        For       For          Management
5j    Re-elect Tony Mok as Director           For       For          Management
5k    Re-elect Nazneen Rahman as Director     For       For          Management
5l    Elect Andreas Rummelt as Director       For       For          Management
5m    Re-elect Marcus Wallenberg as Director  For       For          Management
6     Approve Remuneration Report             For       For          Management
7     Authorise UK Political Donations and    For       For          Management
      Expenditure
8     Authorise Issue of Equity               For       For          Management
9     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
10    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights in Connection with
      an Acquisition or Other Capital
      Investment
11    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
12    Authorise the Company to Call General   For       For          Management
      Meeting with Two Weeks' Notice
13    Approve Savings Related Share Option    For       For          Management
      Scheme


--------------------------------------------------------------------------------

AVALONBAY COMMUNITIES, INC.

Ticker:       AVB            Security ID:  053484101
Meeting Date: MAY 19, 2022   Meeting Type: Annual
Record Date:  MAR 24, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Glyn F. Aeppel           For       For          Management
1b    Elect Director Terry S. Brown           For       For          Management
1c    Elect Director Alan B. Buckelew         For       For          Management
1d    Elect Director Ronald L. Havner, Jr.    For       For          Management
1e    Elect Director Stephen P. Hills         For       For          Management
1f    Elect Director Christopher B. Howard    For       For          Management
1g    Elect Director Richard J. Lieb          For       For          Management
1h    Elect Director Nnenna Lynch             For       For          Management
1i    Elect Director Timothy J. Naughton      For       For          Management
1j    Elect Director Benjamin W. Schall       For       For          Management
1k    Elect Director Susan Swanezy            For       For          Management
1l    Elect Director W. Edward Walter         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management


--------------------------------------------------------------------------------

BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 03, 2022   Meeting Type: Annual
Record Date:  MAR 11, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jose (Joe) E. Almeida    For       For          Management
1b    Elect Director Thomas F. Chen           For       For          Management
1c    Elect Director Peter S. Hellman         For       For          Management
1d    Elect Director Michael F. Mahoney       For       For          Management
1e    Elect Director Patricia B. Morrison     For       For          Management
1f    Elect Director Stephen N. Oesterle      For       For          Management
1g    Elect Director Nancy M. Schlichting     For       For          Management
1h    Elect Director Cathy R. Smith           For       For          Management
1i    Elect Director Albert P.L. Stroucken    For       For          Management
1j    Elect Director Amy A. Wendell           For       For          Management
1k    Elect Director David S. Wilkes          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Provide Right to Act by Written Consent For       For          Management
5     Reduce Ownership Threshold for Special  For       For          Management
      Shareholder Meetings to 15%
6     Reduce Ownership Threshold for Special  Against   For          Shareholder
      Shareholder Meetings to 10%
7     Require Independent Board Chair         Against   Against      Shareholder


--------------------------------------------------------------------------------

BOOZ ALLEN HAMILTON HOLDING CORPORATION

Ticker:       BAH            Security ID:  099502106
Meeting Date: JUL 28, 2021   Meeting Type: Annual
Record Date:  JUN 07, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Horacio D. Rozanski      For       For          Management
1b    Elect Director Ian Fujiyama             For       For          Management
1c    Elect Director Mark E. Gaumond          For       For          Management
1d    Elect Director Gretchen W. McClain      For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: DEC 13, 2021   Meeting Type: Annual
Record Date:  OCT 15, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director M. Michele Burns         For       For          Management
1b    Elect Director Wesley G. Bush           For       For          Management
1c    Elect Director Michael D. Capellas      For       For          Management
1d    Elect Director Mark Garrett             For       For          Management
1e    Elect Director John D. Harris, II       For       For          Management
1f    Elect Director Kristina M. Johnson      For       For          Management
1g    Elect Director Roderick C. McGeary      For       For          Management
1h    Elect Director Charles H. Robbins       For       For          Management
1i    Elect Director Brenton L. Saunders      For       For          Management
1j    Elect Director Lisa T. Su               For       For          Management
1k    Elect Director Marianna Tessel          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Amend Proxy Access Right                Against   For          Shareholder


--------------------------------------------------------------------------------

COLGATE-PALMOLIVE COMPANY

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 06, 2022   Meeting Type: Annual
Record Date:  MAR 07, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John P. Bilbrey          For       For          Management
1b    Elect Director John T. Cahill           For       For          Management
1c    Elect Director Lisa M. Edwards          For       For          Management
1d    Elect Director C. Martin Harris         For       For          Management
1e    Elect Director Martina Hund-Mejean      For       For          Management
1f    Elect Director Kimberly A. Nelson       For       For          Management
1g    Elect Director Lorrie M. Norrington     For       For          Management
1h    Elect Director Michael B. Polk          For       For          Management
1i    Elect Director Stephen I. Sadove        For       For          Management
1j    Elect Director Noel R. Wallace          For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote
5     Report on Charitable Contributions      Against   Against      Shareholder


--------------------------------------------------------------------------------

CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  22822V101
Meeting Date: MAY 19, 2022   Meeting Type: Annual
Record Date:  MAR 21, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director P. Robert Bartolo        For       For          Management
1b    Elect Director Jay A. Brown             For       For          Management
1c    Elect Director Cindy Christy            For       For          Management
1d    Elect Director Ari Q. Fitzgerald        For       For          Management
1e    Elect Director Andrea J. Goldsmith      For       For          Management
1f    Elect Director Tammy K. Jones           For       For          Management
1g    Elect Director Anthony J. Melone        For       For          Management
1h    Elect Director W. Benjamin Moreland     For       For          Management
1i    Elect Director Kevin A. Stephens        For       For          Management
1j    Elect Director Matthew Thornton, III    For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Approve Omnibus Stock Plan              For       For          Management
4     Increase Authorized Common Stock        For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

CVS HEALTH CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 11, 2022   Meeting Type: Annual
Record Date:  MAR 14, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Fernando Aguirre         For       For          Management
1b    Elect Director C. David Brown, II       For       For          Management
1c    Elect Director Alecia A. DeCoudreaux    For       For          Management
1d    Elect Director Nancy-Ann M. DeParle     For       For          Management
1e    Elect Director Roger N. Farah           For       For          Management
1f    Elect Director Anne M. Finucane         For       For          Management
1g    Elect Director Edward J. Ludwig         For       For          Management
1h    Elect Director Karen S. Lynch           For       For          Management
1i    Elect Director Jean-Pierre Millon       For       For          Management
1j    Elect Director Mary L. Schapiro         For       For          Management
1k    Elect Director William C. Weldon        For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Reduce Ownership Threshold for          Against   For          Shareholder
      Shareholders to Call Special Meeting
5     Require Independent Board Chair         Against   Against      Shareholder
6     Commission a Workplace                  Against   Against      Shareholder
      Non-Discrimination Audit
7     Adopt a Policy on Paid Sick Leave for   Against   Against      Shareholder
      All Employees
8     Report on External Public Health Costs  Against   Against      Shareholder
      and Impact on Diversified Shareholders


--------------------------------------------------------------------------------

DOLLAR GENERAL CORPORATION

Ticker:       DG             Security ID:  256677105
Meeting Date: MAY 25, 2022   Meeting Type: Annual
Record Date:  MAR 16, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Warren F. Bryant         For       For          Management
1b    Elect Director Michael M. Calbert       For       For          Management
1c    Elect Director Patricia D. Fili-Krushel For       For          Management
1d    Elect Director Timothy I. McGuire       For       For          Management
1e    Elect Director William C. Rhodes, III   For       For          Management
1f    Elect Director Debra A. Sandler         For       For          Management
1g    Elect Director Ralph E. Santana         For       For          Management
1h    Elect Director Todd J. Vasos            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Report on Political Contributions and   Against   For          Shareholder
      Expenditures


--------------------------------------------------------------------------------

FOUR CORNERS PROPERTY TRUST, INC.

Ticker:       FCPT           Security ID:  35086T109
Meeting Date: JUN 10, 2022   Meeting Type: Annual
Record Date:  APR 14, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William H. Lenehan       For       For          Management
1b    Elect Director John S. Moody            For       For          Management
1c    Elect Director Douglas B. Hansen        For       For          Management
1d    Elect Director Eric S. Hirschhorn       For       For          Management
1e    Elect Director Charles L. Jemley        For       For          Management
1f    Elect Director Marran H. Ogilvie        For       Against      Management
1g    Elect Director Toni Steele              For       For          Management
1h    Elect Director Liz Tennican             For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


--------------------------------------------------------------------------------

GLADSTONE INVESTMENT CORPORATION

Ticker:       GAIN           Security ID:  376546602
Meeting Date: AUG 05, 2021   Meeting Type: Annual
Record Date:  JUN 09, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Terry L. Brubaker        For       For          Management
1.2   Elect Director Caren D. Merrick         For       For          Management
1.3   Elect Director Walter H. Wilkinson, Jr. For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


--------------------------------------------------------------------------------

HOULIHAN LOKEY, INC.

Ticker:       HLI            Security ID:  441593100
Meeting Date: SEP 21, 2021   Meeting Type: Annual
Record Date:  JUL 30, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott J. Adelson         For       Withhold     Management
1.2   Elect Director Ekpedeme M. Bassey       For       For          Management
1.3   Elect Director David A. Preiser         For       Withhold     Management
1.4   Elect Director Robert A. Schriesheim    For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


--------------------------------------------------------------------------------

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 17, 2022   Meeting Type: Annual
Record Date:  MAR 18, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linda B. Bammann         For       For          Management
1b    Elect Director Stephen B. Burke         For       For          Management
1c    Elect Director Todd A. Combs            For       For          Management
1d    Elect Director James S. Crown           For       For          Management
1e    Elect Director James Dimon              For       For          Management
1f    Elect Director Timothy P. Flynn         For       For          Management
1g    Elect Director Mellody Hobson           For       For          Management
1h    Elect Director Michael A. Neal          For       For          Management
1i    Elect Director Phebe N. Novakovic       For       For          Management
1j    Elect Director Virginia M. Rometty      For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Adopt Fossil Fuel Financing Policy      Against   Against      Shareholder
      Consistent with IEA's Net Zero 2050
      Scenario
5     Reduce Ownership Threshold for          Against   For          Shareholder
      Shareholders to Call Special Meeting
6     Require Independent Board Chair         Against   For          Shareholder
7     Disclose Director Skills and            Against   Against      Shareholder
      Qualifications Including Ideological
      Perspectives
8     Amend Certificate of Incorporation to   Against   Against      Shareholder
      Become a Public Benefit Corporation
9     Report on Absolute Targets for          Against   Against      Shareholder
      Financed GHG Emissions in Line with
      Net Zero Commitments


--------------------------------------------------------------------------------

MCDONALD'S CORPORATION

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 26, 2022   Meeting Type: Proxy Contest
Record Date:  MAR 28, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Proxy Card)
1.1   Elect Director Lloyd Dean               For       For          Management
1.2   Elect Director Robert Eckert            For       For          Management
1.3   Elect Director Catherine Engelbert      For       For          Management
1.4   Elect Director Margaret Georgiadis      For       For          Management
1.5   Elect Director Enrique Hernandez, Jr.   For       For          Management
1.6   Elect Director Christopher Kempczinski  For       For          Management
1.7   Elect Director Richard Lenny            For       For          Management
1.8   Elect Director John Mulligan            For       For          Management
1.9   Elect Director Sheila Penrose           For       For          Management
1.10  Elect Director John Rogers, Jr.         For       For          Management
1.11  Elect Director Paul Walsh               For       For          Management
1.12  Elect Director Miles White              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Reduce Ownership Threshold for          Against   For          Shareholder
      Shareholders to Call Special Meeting
5     Report on Efforts to Reduce Plastic Use Against   For          Shareholder
6     Report on Public Health Costs of        Against   Against      Shareholder
      Antibiotic Use and Impact on
      Diversified Shareholders
7     Report on Use of Gestation Stalls in    Against   Against      Shareholder
      Pork Supply Chain
8     Report on Third-Party Civil Rights      Against   For          Shareholder
      Audit
9     Report on Lobbying Payments and Policy  Against   For          Shareholder
10    Issue Transparency Report on Global     Against   Against      Shareholder
      Public Policy and Political Influence
#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Proxy Card)
1.1   Elect Director Leslie Samuelrich        For       Did Not Vote Shareholder
1.2   Elect Director Maisie Lucia Ganzler     For       Did Not Vote Shareholder
1.3   Management Nominee Lloyd Dean           For       Did Not Vote Shareholder
1.4   Management Nominee Robert Eckert        For       Did Not Vote Shareholder
1.5   Management Nominee Catherine Engelbert  For       Did Not Vote Shareholder
1.6   Management Nominee Margaret Georgiadis  For       Did Not Vote Shareholder
1.7   Management Nominee Enrique Hernandez,   For       Did Not Vote Shareholder
      Jr.
1.8   Management Nominee Christopher          For       Did Not Vote Shareholder
      Kempczinski
1.9   Management Nominee John Mulligan        For       Did Not Vote Shareholder
1.10  Management Nominee John Rogers, Jr.     For       Did Not Vote Shareholder
1.11  Management Nominee Paul Walsh           For       Did Not Vote Shareholder
1.12  Management Nominee Miles White          For       Did Not Vote Shareholder
2     Advisory Vote to Ratify Named           Against   Did Not Vote Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       Did Not Vote Management
4     Reduce Ownership Threshold for          For       Did Not Vote Shareholder
      Shareholders to Call Special Meeting
5     Report on Efforts to Reduce Plastic Use For       Did Not Vote Shareholder
6     Report on Public Health Costs of        For       Did Not Vote Shareholder
      Antibiotic Use and Impact on
      Diversified Shareholders
7     Report on Use of Gestation Stalls in    For       Did Not Vote Shareholder
      Pork Supply Chain
8     Report on Third-Party Civil Rights      For       Did Not Vote Shareholder
      Audit
9     Report on Lobbying Payments and Policy  For       Did Not Vote Shareholder
10    Issue Transparency Report on Global     For       Did Not Vote Shareholder
      Public Policy and Political Influence


--------------------------------------------------------------------------------

MEDTRONIC PLC

Ticker:       MDT            Security ID:  G5960L103
Meeting Date: DEC 09, 2021   Meeting Type: Annual
Record Date:  OCT 14, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard H. Anderson      For       For          Management
1b    Elect Director Craig Arnold             For       For          Management
1c    Elect Director Scott C. Donnelly        For       For          Management
1d    Elect Director Andrea J. Goldsmith      For       For          Management
1e    Elect Director Randall J. Hogan, III    For       For          Management
1f    Elect Director Kevin E. Lofton          For       For          Management
1g    Elect Director Geoffrey S. Martha       For       For          Management
1h    Elect Director Elizabeth G. Nabel       For       For          Management
1i    Elect Director Denise M. O'Leary        For       For          Management
1j    Elect Director Kendall J. Powell        For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Approve Omnibus Stock Plan              For       For          Management
6     Renew the Board's Authority to Issue    For       For          Management
      Shares Under Irish Law
7     Renew the Board's Authority to Opt-Out  For       For          Management
      of Statutory Pre-Emptions Rights Under
      Irish Law
8     Authorize Overseas Market Purchases of  For       For          Management
      Ordinary Shares


--------------------------------------------------------------------------------

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 30, 2021   Meeting Type: Annual
Record Date:  SEP 30, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Reid G. Hoffman          For       For          Management
1.2   Elect Director Hugh F. Johnston         For       For          Management
1.3   Elect Director Teri L. List             For       For          Management
1.4   Elect Director Satya Nadella            For       For          Management
1.5   Elect Director Sandra E. Peterson       For       For          Management
1.6   Elect Director Penny S. Pritzker        For       For          Management
1.7   Elect Director Carlos A. Rodriguez      For       For          Management
1.8   Elect Director Charles W. Scharf        For       For          Management
1.9   Elect Director John W. Stanton          For       For          Management
1.10  Elect Director John W. Thompson         For       For          Management
1.11  Elect Director Emma N. Walmsley         For       For          Management
1.12  Elect Director Padmasree Warrior        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
5     Report on Gender/Racial Pay Gap         Against   For          Shareholder
6     Report on Effectiveness of Workplace    Against   For          Shareholder
      Sexual Harassment Policies
7     Prohibit Sales of Facial Recognition    Against   Against      Shareholder
      Technology to All Government Entities
8     Report on Implementation of the Fair    Against   Against      Shareholder
      Chance Business Pledge
9     Report on Lobbying Activities           Against   For          Shareholder
      Alignment with Company Policies


--------------------------------------------------------------------------------

NEXTERA ENERGY, INC.

Ticker:       NEE            Security ID:  65339F101
Meeting Date: MAY 19, 2022   Meeting Type: Annual
Record Date:  MAR 24, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sherry S. Barrat         For       For          Management
1b    Elect Director James L. Camaren         For       For          Management
1c    Elect Director Kenneth B. Dunn          For       For          Management
1d    Elect Director Naren K. Gursahaney      For       For          Management
1e    Elect Director Kirk S. Hachigian        For       For          Management
1f    Elect Director John W. Ketchum          For       For          Management
1g    Elect Director Amy B. Lane              For       For          Management
1h    Elect Director David L. Porges          For       For          Management
1i    Elect Director James L. Robo            For       For          Management
1j    Elect Director Rudy E. Schupp           For       For          Management
1k    Elect Director John L. Skolds           For       For          Management
1l    Elect Director John Arthur Stall        For       For          Management
1m    Elect Director Darryl L. Wilson         For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Disclose a Board Diversity and          Against   Against      Shareholder
      Qualifications Matrix
5     Report on Effectiveness of Diversity,   Against   For          Shareholder
      Equity and Inclusion Efforts and
      Metrics


--------------------------------------------------------------------------------

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 04, 2022   Meeting Type: Annual
Record Date:  MAR 01, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Segun Agbaje             For       For          Management
1b    Elect Director Shona L. Brown           For       For          Management
1c    Elect Director Cesar Conde              For       For          Management
1d    Elect Director Ian Cook                 For       For          Management
1e    Elect Director Edith W. Cooper          For       For          Management
1f    Elect Director Dina Dublon              For       For          Management
1g    Elect Director Michelle Gass            For       For          Management
1h    Elect Director Ramon L. Laguarta        For       For          Management
1i    Elect Director Dave Lewis               For       For          Management
1j    Elect Director David C. Page            For       For          Management
1k    Elect Director Robert C. Pohlad         For       For          Management
1l    Elect Director Daniel Vasella           For       For          Management
1m    Elect Director Darren Walker            For       For          Management
1n    Elect Director Alberto Weisser          For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chair         Against   Against      Shareholder
5     Report on Global Public Policy and      Against   Against      Shareholder
      Political Influence
6     Report on Public Health Costs of Food   Against   Against      Shareholder
      and Beverages Products


--------------------------------------------------------------------------------

REPUBLIC SERVICES, INC.

Ticker:       RSG            Security ID:  760759100
Meeting Date: MAY 16, 2022   Meeting Type: Annual
Record Date:  MAR 25, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Manuel Kadre             For       For          Management
1b    Elect Director Tomago Collins           For       For          Management
1c    Elect Director Michael A. Duffy         For       For          Management
1d    Elect Director Thomas W. Handley        For       For          Management
1e    Elect Director Jennifer M. Kirk         For       For          Management
1f    Elect Director Michael Larson           For       For          Management
1g    Elect Director Kim S. Pegula            For       For          Management
1h    Elect Director James P. Snee            For       For          Management
1i    Elect Director Brian S. Tyler           For       For          Management
1j    Elect Director Jon Vander Ark           For       For          Management
1k    Elect Director Sandra M. Volpe          For       For          Management
1l    Elect Director Katharine B. Weymouth    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Amend Senior Executive Compensation     Against   For          Shareholder
      Clawback Policy
5     Report on Third-Party Environmental     Against   For          Shareholder
      Justice Audit
6     Report on Third-Party Civil Rights      Against   For          Shareholder
      Audit


--------------------------------------------------------------------------------

ROCKWELL AUTOMATION, INC.

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 01, 2022   Meeting Type: Annual
Record Date:  DEC 06, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
A1    Elect Director James P. Keane           For       For          Management
A2    Elect Director Blake D. Moret           For       For          Management
A3    Elect Director Thomas W. Rosamilia      For       For          Management
A4    Elect Director Patricia A. Watson       For       For          Management
B     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
C     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


--------------------------------------------------------------------------------

SELECT SECTOR SPDR TRUST

Ticker:                      Security ID:  81369Y852
Meeting Date: OCT 29, 2021   Meeting Type: Special
Record Date:  SEP 03, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Allison Grant Williams   For       For          Management
1.2   Elect Director Sheila Hartnett-Devlin   For       For          Management
1.3   Elect Director James Jessee             For       For          Management
1.4   Elect Director Teresa Polley            For       For          Management
1.5   Elect Director Ashley T. Rabun          For       For          Management
1.6   Elect Director James E. Ross            For       For          Management
1.7   Elect Director Rory Tobin               For       For          Management


--------------------------------------------------------------------------------

SELECT SECTOR SPDR TRUST

Ticker:                      Security ID:  81369Y886
Meeting Date: OCT 29, 2021   Meeting Type: Special
Record Date:  SEP 03, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Allison Grant Williams   For       For          Management
1.2   Elect Director Sheila Hartnett-Devlin   For       For          Management
1.3   Elect Director James Jessee             For       For          Management
1.4   Elect Director Teresa Polley            For       For          Management
1.5   Elect Director Ashley T. Rabun          For       For          Management
1.6   Elect Director James E. Ross            For       For          Management
1.7   Elect Director Rory Tobin               For       For          Management


--------------------------------------------------------------------------------

STARWOOD PROPERTY TRUST, INC.

Ticker:       STWD           Security ID:  85571B105
Meeting Date: APR 28, 2022   Meeting Type: Annual
Record Date:  MAR 02, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard D. Bronson       For       For          Management
1.2   Elect Director Jeffrey G. Dishner       For       For          Management
1.3   Elect Director Camille J. Douglas       For       For          Management
1.4   Elect Director Solomon J. Kumin         For       For          Management
1.5   Elect Director Fred Perpall             For       For          Management
1.6   Elect Director Fred S. Ridley           For       For          Management
1.7   Elect Director Barry S. Sternlicht      For       For          Management
1.8   Elect Director Strauss Zelnick          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Approve Omnibus Stock Plan              For       For          Management
5     Approve Omnibus Stock Plan              For       For          Management
6     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


--------------------------------------------------------------------------------

TEXAS INSTRUMENTS INCORPORATED

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 28, 2022   Meeting Type: Annual
Record Date:  MAR 02, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mark A. Blinn            For       For          Management
1b    Elect Director Todd M. Bluedorn         For       For          Management
1c    Elect Director Janet F. Clark           For       For          Management
1d    Elect Director Carrie S. Cox            For       For          Management
1e    Elect Director Martin S. Craighead      For       For          Management
1f    Elect Director Jean M. Hobby            For       For          Management
1g    Elect Director Michael D. Hsu           For       For          Management
1h    Elect Director Haviv Ilan               For       For          Management
1i    Elect Director Ronald Kirk              For       For          Management
1j    Elect Director Pamela H. Patsley        For       For          Management
1k    Elect Director Robert E. Sanchez        For       For          Management
1l    Elect Director Richard K. Templeton     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Reduce Ownership Threshold for          Against   For          Shareholder
      Shareholders to Call Special Meeting


--------------------------------------------------------------------------------

THOMSON REUTERS CORPORATION

Ticker:       TRI            Security ID:  884903709
Meeting Date: JUN 08, 2022   Meeting Type: Annual
Record Date:  APR 13, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David Thomson            For       For          Management
1.2   Elect Director Steve Hasker             For       For          Management
1.3   Elect Director Kirk E. Arnold           For       For          Management
1.4   Elect Director David W. Binet           For       For          Management
1.5   Elect Director W. Edmund Clark          For       For          Management
1.6   Elect Director LaVerne Council          For       For          Management
1.7   Elect Director Michael E. Daniels       For       For          Management
1.8   Elect Director Kirk Koenigsbauer        For       For          Management
1.9   Elect Director Deanna Oppenheimer       For       For          Management
1.10  Elect Director Simon Paris              For       For          Management
1.11  Elect Director Kim M. Rivera            For       For          Management
1.12  Elect Director Barry Salzberg           For       For          Management
1.13  Elect Director Peter J. Thomson         For       For          Management
1.14  Elect Director Beth Wilson              For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


--------------------------------------------------------------------------------

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 06, 2022   Meeting Type: Annual
Record Date:  APR 08, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Timothy P. Flynn         For       For          Management
1b    Elect Director Paul R. Garcia           For       For          Management
1c    Elect Director Stephen J. Hemsley       For       For          Management
1d    Elect Director Michele J. Hooper        For       For          Management
1e    Elect Director F. William McNabb, III   For       For          Management
1f    Elect Director Valerie C. Montgomery    For       For          Management
      Rice
1g    Elect Director John H. Noseworthy       For       For          Management
1h    Elect Director Andrew Witty             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
4     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote
5     Report on Congruency of Political       Against   For          Shareholder
      Spending with Company Values and
      Priorities


--------------------------------------------------------------------------------

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 25, 2022   Meeting Type: Annual
Record Date:  NOV 26, 2021

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Lloyd A. Carney          For       For          Management
1b    Elect Director Mary B. Cranston         For       For          Management
1c    Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
1d    Elect Director Alfred F. Kelly, Jr.     For       For          Management
1e    Elect Director Ramon Laguarta           For       For          Management
1f    Elect Director John F. Lundgren         For       For          Management
1g    Elect Director Robert W. Matschullat    For       For          Management
1h    Elect Director Denise M. Morrison       For       For          Management
1i    Elect Director Linda J. Rendle          For       For          Management
1j    Elect Director Maynard G. Webb, Jr.     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


--------------------------------------------------------------------------------

WALMART INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 01, 2022   Meeting Type: Annual
Record Date:  APR 08, 2022

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Cesar Conde              For       For          Management
1b    Elect Director Timothy P. Flynn         For       For          Management
1c    Elect Director Sarah J. Friar           For       For          Management
1d    Elect Director Carla A. Harris          For       For          Management
1e    Elect Director Thomas W. Horton         For       For          Management
1f    Elect Director Marissa A. Mayer         For       For          Management
1g    Elect Director C. Douglas McMillon      For       For          Management
1h    Elect Director Gregory B. Penner        For       For          Management
1i    Elect Director Randall L. Stephenson    For       For          Management
1j    Elect Director S. Robson Walton         For       For          Management
1k    Elect Director Steuart L. Walton        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Report on Animal Welfare Policies and   Against   For          Shareholder
      Practices in Food Supply Chain
5     Create a Pandemic Workforce Advisory    Against   For          Shareholder
      Council
6     Report on Impacts of Restrictive        Against   For          Shareholder
      Reproductive Healthcare Legislation
7     Report on Alignment of Racial Justice   Against   For          Shareholder
      Goals and Starting Wages
8     Report on a Civil Rights and            Against   Against      Shareholder
      Non-Discrimination Audit
9     Report on Charitable Contributions      Against   Against      Shareholder
10    Report on Lobbying Payments and Policy  Against   Against      Shareholder

========== END NPX REPORT

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

(Registrant) Direxion Funds

By (Signature and Title)* /s/ Patrick J. Rudnick
                          Patrick J. Rudnick, Principal Executive Officer

Date:  08/12/2022