0001193125-05-090543 Sample Contracts

AMENDED DISTRIBUTION AGREEMENT
Distribution Agreement • April 29th, 2005 • Profunds • Massachusetts

AGREEMENT made as of the 15 day of December, 2004, and amended on March 10, 2005, 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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AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • April 29th, 2005 • Profunds • Maryland

AGREEMENT, made this 28th day of October, 1997, and amended as of February 18, 1998, and amended and restated as of February 23, 1999, November 14, 2001 and September 24, 2003 and March 10, 2005 between ProFunds, a Delaware business trust (the “Trust”) and ProFund Advisors LLC, a Maryland limited liability company (the “Manager”).

PROFUNDS CLASS A SHARES DISTRIBUTION AGREEMENT
Distribution Agreement • April 29th, 2005 • Profunds • Massachusetts

AGREEMENT made as of the 10th day of March, 2005, 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 and a wholly-owned subsidiary of BISYS FUND SERVICES OHIO, INC. (“BISYS”).

PROFUNDS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 29th, 2005 • Profunds

THIS AGREEMENT, dated as of January 1, 2004, and amended as of March 10, 2005, 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, as amended from time to time (each a “Fund” and collectively the “Funds”), and ProFund Advisors LLC (“ProFund Advisors”).

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • April 29th, 2005 • 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.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2005 • Profunds • Maryland

AGREEMENT made this 28th day of October, 1997 and amended as of February 18, 1998 and amended and restated as of October 15, 1999, January 24, 2000, May 5, 2000, August 24, 2000, December 8, 2000, January 26, 2001, May 1, 2001, September 1, 2001, May 1, 2002, September 24, 2002, December 17, 2003, June 17, 2004, December 15, 2004 and March 10, 2005, between ProFunds, a Delaware statutory trust (the “Trust”), and ProFund Advisors LLC, a Maryland limited liability company (the “Advisor”).

AMENDMENT #2 TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 29th, 2005 • Profunds • Maryland

AMENDMENT #2 dated as of March 10, 2005 (the “Amendment”), to the Administrative Services Agreement for ProFunds VP dated as of the 18th day of October, 1999, as amended (the “Agreement”) by and among PROFUNDS (the “Trust”), a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, and AMERICAN SKANDIA LIFE ASSURANCE CORPORATION (“Company”), a Connecticut corporation having its principal place of business at One Corporate Drive, Shelton, Connecticut 06484, incorporating a separate agreement dated March 10, 2005 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 the Company, and amending the Agreement as set forth herein.

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