0001193125-06-038795 Sample Contracts

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • February 24th, 2006 • Access One Trust

AMENDMENT made as of the day of , 2005 by and among PROFUNDS (“ProFunds”), a Delaware business trust having a principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, ACCESS ONE TRUST (“Access One”; ProFunds and Access One are hereinafter collectively referred to as the “Trust”), a Delaware business trust having a principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814 and BISYS FUND SERVICES OHIO, INC. (“BISYS”), an Ohio corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, to that certain Transfer Agency Agreement dated October 28, 1997 by and between BISYS and ProFunds, as amended, including by Amendment, dated December 15, 2005, by and among BISYS, ProFunds and Access One, (as amended and in effect on the date hereof, the “Agreement”).

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