0001193125-05-081848 Sample Contracts

AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • April 22nd, 2005 • Access One Trust • Delaware

AGREEMENT, made this 15th day of December, 2004 and amended as of March 10, 2005, between Access One Trust, a Delaware statutory trust (the “Trust”) and ProFund Advisors LLC, a Maryland limited liability company (the “Manager”).

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AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT
Administration Agreement • April 22nd, 2005 • Access One Trust

AMENDMENT dated December 15, 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 statutory 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, incorporating this separate agreement 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 BISYS.

ProFunds Distributors, Inc DEALER AGREEMENT
Dealer Agreement • April 22nd, 2005 • Access One Trust • Massachusetts

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”) of the investment company or companies listed on Appendix C, as amended by us from time to time (collectively, “Company”), ProFunds Distributors, Inc.] (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.

AMENDMENT NO. 1 TO FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • April 22nd, 2005 • Access One Trust

AMENDMENT dated December 15, 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 statutory trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, and BISYS FUND SERVICES OHIO, INC. (“BISYS”), an corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, incorporating this separate agreement 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 BISYS.

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