JOINT INSURED BOND AGREEMENT
THIS AGREEMENT, made as of the 15th day of December, 2004
and amended and restated as of March 10, 2005, is hereby
amended and restated as of September 21, 2005 by and among
ProFunds ("ProFunds"), Access One Trust ("Access One") and
ProShares Trust, each on behalf of its constituent series
(collectively, the "Joint Insureds").
WITNESSETH:
WHEREAS, ProFunds, Access One and ProShares Trust are
registered management investment companies; and
WHEREAS, the Boards of Trustees of ProFunds, Access One
and ProShares Trust (collectively, the "Boards"), including a
majority of each of the Boards who are not "interested persons"
of such investment company as defined in Section 2(a)(19) of
the Investment Company Act of 1940, as amended (the "1940 Act"),
has authorized and approved, pursuant to Rule 17g-1 of the 1940
Act, a joint insured bond (the "Bond"); and
WHEREAS, the Joint Insureds, pursuant to Rule 17g-1(f), are
required to establish the criteria by which recoveries under
the Bond shall be allocated among the parties.
NOW, THEREFORE, the parties hereto agree as follows:
1. In the event recovery is received under the Bond as a result
of a loss sustained by more than one of the Joint Insureds, each
Joint Insured sustaining the loss shall receive an equitable and
proportionate share of the recovery, such share being at least
equal to the amount which it would have received had it provided
and maintained a single insured bond with the minimum coverage
required by Rule 17g-1(d)(1).
2. This Agreement is effective as of the date first written above.
Within 60 days prior to the anniversary date of any joint insured
bond issued in connection with this Agreement, any party hereto may,
upon written notice to the other parties, terminate its participation
hereunder. This Agreement shall terminate upon the mutual written
consent of each party hereto or the mutual consent of the last
remaining two parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed on their behalf as of the day and year first written above.
PROFUNDS ACCESS ONE TRUST
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
Title: President Title: President
PROSHARES TRUST
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President
