0001193125-04-210442 Sample Contracts

FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • December 10th, 2004 • Access One Trust • Massachusetts

AGREEMENT made as of the day of December, 2004, between ACCESS ONE TRUST (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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FORM OF FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • December 10th, 2004 • Access One Trust • 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.

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 10th, 2004 • Access One Trust • Maryland

AGREEMENT made as of December [], 2004, between Access One Trust, a Delaware statutory trust (the “Trust”), and ProFund Advisors LLC, a Maryland limited liability company (the “Advisor”).

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • December 10th, 2004 • Access One Trust • 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 MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • December 10th, 2004 • Access One Trust • Delaware

AGREEMENT, made as of December [], 2004, between Access One Trust, a Delaware statutory trust (the “Trust”) and ProFund Advisors LLC, a Maryland limited liability company (the “Manager”).

AMENDMENT TO FORM OF CUSTODY AGREEMENT
Custody Agreement • December 10th, 2004 • Access One Trust

AMENDMENT dated December , 2004 (the “Amendment”), to the Custody Agreement dated as of the 6th day of November, 1997 (the “Custody 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 UMB Bank, N.A. (“UMB”), a national banking association with its principal place of business located at Kansas City, Missouri, incorporating a separate AGREEMENT dated December , 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 UMB.

FORM OF AMENDMENT TO FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • December 10th, 2004 • Access One Trust

AMENDMENT dated December , 2004 (the “Amendment”), to the Fund Accounting Agreement dated as of the 1st day of January, 2004 (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 , 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.

FORM OF AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • December 10th, 2004 • Access One Trust

AMENDMENT dated December , 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 , 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, N.A. AND PROFUNDS
Custody Agreement • December 10th, 2004 • Access One Trust

This agreement made as of this 6th day of, 1997, between UMB Bank, n.a., a national banking association with its principal place of business located at Kansas City, Missouri (hereinafter “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 FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • December 10th, 2004 • Access One Trust

AMENDMENT dated December , 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 business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, and BISYS FUND SERVICES LIMITED PARTNERSHIP (“BISYS”), a an Ohio limited partnership having its principal place of business at 3435 Stelzer Road, incorporating a separate AGREEMENT dated December , 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.

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • December 10th, 2004 • Access One Trust • 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.

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