0001193125-06-065301 Sample Contracts

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • March 28th, 2006 • Profunds • Massachusetts

AGREEMENT made as of the 1st day of January, 2004 and amended and restated as of October 7, 2005, between PROFUNDS (the “Trust), a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, and PROFUNDS DISTRIBUTORS, INC. (“Distributor”), a Delaware corporation having its principal place of business at 60 State Street, Boston, Massachusetts 02109.

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PROFUNDS CLASS A SHARES DISTRIBUTION AGREEMENT
Distribution Agreement • March 28th, 2006 • Profunds • Massachusetts

AGREEMENT made as of the 10th day of March, 2005, between PROFUNDS (the “Trust”), a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, and PROFUNDS DISTRIBUTORS, INC. (“Distributor”), a Delaware corporation having its principal place of business at 100 Summer Street, Boston, Massachusetts 02109 and a wholly-owned subsidiary of BISYS FUND SERVICES OHIO, INC. (“BISYS”).

AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT
Administration Agreement • March 28th, 2006 • Profunds

AMENDMENT NO. 2 dated December 15, 2004, to the Administration Agreement dated as of the 1st day of January, 2004 and subsequently amended (as amended, the “Agreement”) between PROFUNDS (the “Trust”), a Delaware statutory trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, and BISYS FUND SERVICES LIMITED PARTNERSHIP (“BISYS”), an Ohio limited partnership having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, incorporating a separate AGREEMENT dated December 15, 2004 between ACCESS ONE TRUST (the “Access Trust”), a Delaware statutory trust having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS.

ADMINISTRATION AGREEMENT
Administration Agreement • March 28th, 2006 • Profunds • Ohio

AGREEMENT made as of the 1st day of January, 2004, between PROFUNDS (the “Trust” ), a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, and BISYS FUND SERVICES LIMITED PARTNERSHIP, (“BISYS”), an Ohio limited partnership having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219 and a wholly-owned subsidiary of BISYS Fund Services, Inc, which is a wholly-owned subsidiary of The BISYS Group, Inc.

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • March 28th, 2006 • Profunds

AMENDMENT dated December 15, 2004 (the “Amendment”), to the Transfer Agency Agreement dated as of the 28th day of October, 1997 and subsequently amended (as amended, the “Agreement”) between PROFUNDS (the “Trust”), a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, and BISYS FUND SERVICES OHIO, INC. (“BISYS”), a Delaware corporation having its principal place of business at 3435 Stelzer Road, incorporating a separate AGREEMENT dated December 15, 2004 between ACCESS ONE TRUST (the “Access Trust”), a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, and. BISYS.

CUSTODY AGREEMENT Dated November 6, 1997 Between UMB BANK, NA. and PROFUNDS
Custody Agreement • March 28th, 2006 • Profunds

This agreement made as of this 6th day of, November 1997, between UMB Bank n.a., a national banking association with its principal place of business located at Kansa City,. Missouri. (hereinafterr “Custodian”), and each of the Funds which have executed the signature page hereof together with such additional Funds which shall be made parties to this Agreement by the execution of a separate signature page hereto (individually, a “Fund” and collectively, the ‘Funds”).

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • March 28th, 2006 • Profunds

AMENDMENT made as of this 24th day of July, 2002, between PROFUNDS (the “Trust”), a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000 Bethesda, Maryland 20814, and BISYS FUND SERVICES, INC. (`BISYS”), a Delaware corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, to that certain Transfer Agency Agreement between the Trust and BISYS, under which BISYS performs transfer agency services for the Trust (as amended and in effect on the date hereof, the “Agreement”).

AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT
Administration Agreement • March 28th, 2006 • Profunds

AMENDMENT NO. 1 (“Amendment”) made as of the 5th day of October, 2004 between PROFUNDS (the “Trust”), a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814 and BISYS FUND SERVICES LIMITED PARTNERSHIP (“BISYS”), an Ohio limited partnership having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, to that certain Administration Agreement dated January 1, 2004 (the “Agreement”), under which BISYS performs certain management and administration services for the Trust. All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • March 28th, 2006 • Profunds • Ohio

AGREEMENT made this 28th day of October, 1997, between PROFUNDS (the “Trust”), a Delaware business trust having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS FUND SERVICES, INC. (“BISYS”), a Delaware corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219.

AMENDMENT NO. 3 TO ADMINISTRATION AGREEMENT
Administration Agreement • March 28th, 2006 • Profunds

AMENDMENT NO. 3 (“Amendment”) made as of the 16th day of December, 2005 by and among PROFUNDS, a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, ACCESS ONE TRUST, a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814 (ProFunds and Access One Trust are collectively referred to herein as the “Trusts”) and BISYS FUND SERVICES LIMITED PARTNERSHIP (“BISYS”), an Ohio limited partnership having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, to that certain Administration Agreement dated January 1, 2004, as amended (the “Agreement”), under which BISYS performs certain management and administration services for the Trusts. All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

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