SECURITIES AND EXCHANGE COMMISSION

Re: Direxion Shares ETF Trust File No. TP 09-18. Dear Ms. Rosenberger: In your letter dated December 15, 2008, as supplemented by conversations with the staff ofthe Division ofTrading and Markets ("Staff'), Direxion Shares ETF Trust et al. (the "Trust") requests from the Staff certain relief with respect to Rules lOb-17 and 14e-5 ................
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