AMENDMENT TO
OMNIBUS FEE AGREEMENT
This Amendment is made as of October 15, 1999, among ProFunds (the
"Company"), BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services
("BISYS LP") and BISYS Fund Services, Inc. ("BISYS"). The parties hereby amend
the Omnibus Fee Agreement (the "Agreement") among the Company, BISYS LP and
BISYS, dated as of October 28, 1997, as set forth below.
WHEREAS, the parties hereto wish to modify the fee schedule set forth
in the section of Schedule A to the Agreement entitled "Transfer Agency
Services".
NOW THEREFORE, in consideration of the foregoing and the mutual
premises and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the
same meaning as in the Agreement.
2. Schedule A to the Agreement shall be amended by replacing the
section entitled "Transfer Agency Services" with the following:
Transfer Agency Services
The Company shall pay to BISYS LP on the first
business day of each month, or at such time(s) as
BISYS LP shall request and the parties hereto shall
agree, the fees set forth below.
For the ProFund VP UltraOTC, the ProFund VP
SmallCap and the ProFund VP Europe 30:
$12,500 per cusip per year
For all other Funds of the Company*: an annual fee of
$15.00 per shareholder account.
The fees set forth above shall be in addition to the payment
of out-of-pocket expenses, as provided for in the Transfer
Agency Agreement.
*Excluded from this fee schedule are the following Funds,
which have been registered but have not commenced operations:
ProFund VP Bull, ProFund VP UltraBull, ProFund VP UltraEurope,
ProFund VP Bear, ProFund VP UltraBear, ProFund VP UltraShort
OTC, ProFund VP UltraShort Europe, and ProFund VP Money
Market.
3. This Amendment may be executed in one or more counterparts, each
of which will be deemed an original, but all of which together
shall constitute one and the same instrument.
4. Except as specifically set forth herein, all other provisions of
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date first written above.
PROFUNDS
By: __________________________________
Title:________________________________
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: __________________________________
Title:________________________________
BISYS FUND SERVICES, INC.
By: __________________________________
Title: _______________________________
