0001193125-04-214935 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 17th, 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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DEALER AGREEMENT FOR INVESTOR CLASS SHARES
Dealer Agreement • December 17th, 2004 • Access One Trust • Massachusetts

The Board of Trustees of Access One Trust (the “Trust”), an open-end management investment company organized as a Delaware business trust and registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940 (the “1940 Act”), on behalf of the holders of Investor Class shares (“Shares”) of each of the investment portfolios of the Trust as set forth on Schedule A (individually, a “Fund” and collectively, the “Funds”), authorizes ProFunds Distributors, Inc. (the “Distributor”), as principal underwriter of the Shares of the Funds, to enter into this Agreement with you (the “Authorized Firm”), concerning the sale of Shares to your clients, members, or customers (“Customers”). The terms and conditions of this Agreement are as follows:

SHAREHOLDER SERVICES AGREEMENT FOR NON-NASD MEMBERS
Shareholder Services Agreement • December 17th, 2004 • Access One Trust • Massachusetts

The Board of Trustees of Access One Trust (the “Trust”), an open-end management investment company organized as a Delaware business trust and registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940 (the “1940 Act”), on behalf of the holders of Service Shares (“Shares”) of each of the investment portfolios of the Trust (individually, a “Fund” and collectively, the “Funds”, identified in Schedule A, as amended from time to time), have adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act for the Shares which, among other things, authorizes ProFunds Distributors, Inc. (the “Distributor”), as principal underwriter of the Shares of the Funds, to enter into this Agreement with you (the “Authorized Firm”), concerning the provision of service activities to your clients, members, or customers (“Customers”) who may from time to time beneficially own such Funds’ Shares. The terms and conditions of this Ag

DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT FOR NASD REGISTERED MEMBERS
Access One Trust • December 17th, 2004 • Massachusetts

Access One Trust (the “Trust”) is an open-end management investment company organized as a Delaware business trust and registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). On behalf of each of the series of the Trust identified in Schedule A, as amended from time to time (“Funds”), the Trustees of the Trust have adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act that, among other things, authorizes ProFunds Distributors, Inc. (the “Distributor”), as principal underwriter of the shares of the Funds, to enter into this Agreement with you (the “Authorized Firm”), concerning the financing of activities and services (collectively, “Services”) set forth in Section 2 on behalf of your clients, members, or customers (“Customers”) who may from time to time be investors, or prospective investors, in the Service Class shares (the “Shares”) of the Funds. The terms and co

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