0001193125-05-250231 Sample Contracts

AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • December 29th, 2005 • Access One Trust • Delaware

AGREEMENT, made this 15th day of December, 2004 and amended as of March 10, 2005, and September 21, 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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SCHEDULE A TO THE DISTRIBUTION AGREEMENT FUNDS AND RATES
Distribution Agreement • December 29th, 2005 • Access One Trust

This Agreement shall apply to the Funds listed below, at the rate specified below (or in the then-current prospectus). This Schedule A may be amended in writing at any time by the parties to add Funds under the terms and conditions specified in the Agreement.

ACCESS ONE TRUST AMENDED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 29th, 2005 • Access One Trust

THIS AGREEMENT, dated as of December 15, 2004, and amended March 10, 2005, is made and entered into by and between Access One Trust, a Delaware statutory 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”).

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