0001193125-06-242120 Sample Contracts

SHAREHOLDER SERVICES AGREEMENT FOR NON-NASD MEMBERS
Shareholder Services Agreement • November 27th, 2006 • Profunds • Massachusetts

As the distributor of the shares (“Shares”) of each investment company portfolio (each a “Fund”), of the investment company or companies covered hereunder (collectively, “Company”), ProFunds Distributors, Inc. (“Distributor”) hereby invites you (the “Authorized Firm”) to participate in the selling group on the following terms and conditions. The Funds existing as of the date hereof are listed on Schedule A, and may be amended from time to time. 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. The terms and conditions of this Agreement are as follows:

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DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT FOR NASD REGISTERED MEMBERS
Distribution Agreement • November 27th, 2006 • Profunds • Massachusetts

As the distributor of the shares (“Shares”) of each investment company portfolio (each a “Fund”), of the investment company or companies covered hereunder (collectively, “Company”), ProFunds Distributors, Inc. (“Distributor”) hereby invites you (the “Authorized Firm”) to participate in the selling group on the following terms and conditions. The Funds existing as of the date hereof are listed on Schedule A, and may be amended from time to time. 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. The terms and conditions of this Agreement are as follows:

OMNIBUS FEE AGREEMENT
Omnibus Fee Agreement • November 27th, 2006 • Profunds • Ohio

THIS AGREEMENT is made as of this 28th day of October, 1997, by and among PROFUNDS (the “Company”), a Delaware business trust, BISYS FUND SERVICES LIMITED PARTNERSHIP, d/b/a BISYS FUND SERVICES (“BISYS LP”), an Ohio limited partnership, and BISYS FUND SERVICES, INC. (“BISYS”), a Delaware corporation.

DEALER AGREEMENT FOR INVESTOR CLASS SHARES
Dealer Agreement for Investor Class Shares • November 27th, 2006 • Profunds • Massachusetts

As the distributor of the shares (“Shares”) of each investment company portfolio (each a “Fund”), of the investment company or companies covered hereunder (collectively, “Company”), ProFunds Distributors, Inc. (“Distributor”) hereby invites you (the “Authorized Firm”) to participate in the selling group on the following terms and conditions. The Funds existing as of the date hereof are listed on Schedule A, and may be amended from time to time. 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. The terms and conditions of this Agreement are as follows:

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