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Exhibit 13
PURCHASE AGREEMENT
ProFunds, an open-end management investment company (the "Trust"), and
National Capital Group, Inc. ("National Capital"), intending to be legally
bound, hereby agree as follows:
1. In order to provide the Trust with its initial capital, the Trust
hereby sells to National Capital and National Capital hereby purchases units of
the Trust's beneficial interest (the "Shares") in the amounts and at the prices
per share set forth below, such purchases to be allocated evenly between classes
of each existing class of each series:
No. of Price Per
Series Shares Share
------ ------ -----
Bull ProFund ....... 1 $10.00
UltraBull ProFund .. 1 $10.00
Bear ProFund ....... 1 $10.00
UltraBear ProFund .. 1 $10.00
UltraOTC ProFund ... 1 $10.00
Money Market ProFund 99,950 $ 1.00
2. The Trust hereby acknowledges receipt from National Capital of $100,000 in
full payment for the Shares.
3. National Capital represents and warrants to the Trust that:
(a) The Shares are being acquired for investment and not with a view to
distribution thereof and that National Capital has no present intention to
redeem or dispose of any of the Shares; and
(b) National Capital's purchase of the shares qualifies under Section 4 (2)
of the Securities Act of 1993, as amended.
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4. National Capital hereby agrees that in the event that it redeems any of
the Shares prior to the time that the Trust has completed the amortization of
its organizational expenses, the redemption proceeds may be reduced by a pro
rata portion of the remaining amount of such unamortized organizational
expenses. If such reduction is not, in fact, made, National Capital agrees to
reimburse the Trust upon request for such pro rata portion of unamortized
organizational expenses. In addition, in the event that the Trust liquidates
before the deferred organizational expenses are fully amortized, then the Shares
shall bear their proportionate share of such unamortized organizational expense.
5. It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust as provided in the Trust's Declaration of Trust.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
_____ day of October, 1997.
THE PROFUNDS
By: ______________________________________
NATIONAL CAPITAL GROUP, INC.
By: ______________________________________
