0001193125-04-074259 Sample Contracts

FORM OF FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • April 29th, 2004 • 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 OHIO, INC. (“BISYS”), a Delaware corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219 and an indirect wholly-owned subsidiary of The BISYS Group, Inc.

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FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • April 29th, 2004 • 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.

FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • April 29th, 2004 • Profunds • Massachusetts

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 PROFUNDS DISTRIBUTORS, INC. (“Distributor”), a Delaware corporation having its principal place of business at 60 State Street, Boston, Massachusetts 02109.

PROFUNDS FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 29th, 2004 • Profunds

THIS AGREEMENT, dated as of January 1, 2004, is made and entered into by and between ProFunds, a Delaware business trust (the “Trust”), on behalf of its series listed on Schedule A attached hereto (each a “Fund” and collectively the “Funds”), and ProFund Advisors LLC (“ProFund Advisors”).

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