0001628280-19-002153 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • February 27th, 2019 • Access One Trust • Delaware

THIS AGREEMENT is made as of September 9, 2013, by and between each of PROFUNDS, a Delaware statutory trust, and ACCESS ONE TRUST (“AOT”), a Delaware business trust, severally and not jointly (each, a “Trust”), and PROFUNDS DISTRIBUTORS INC., a Delaware corporation (the “Distributor”). Absent written notification to the contrary by either a Trust or the Distributor, each new investment portfolio of a Trust established in the future shall automatically become a “Fund” for all purposes hereunder and shares of each new class established in the future shall automatically become “Shares” for all purposes hereunder. For the avoidance of doubt, the provisions of this Agreement shall apply separately with respect to each Trust and each Fund, as relevant.

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AMENDMENT AGREEMENT #1
Services Agreement • February 27th, 2019 • Access One Trust • Maryland

AMENDMENT AGREEMENT #1 (the "Amendment") dated as of September 20, 2006 by and among PROFUND ADVISORS LLC (the "Adviser"), PROFUNDS and ACCESS ONE TRUST (each a "Trust and collectively the "Trusts").

AMENDMENT TO THE ADMINISTRATION AGREEMENT
Administration Agreement • February 27th, 2019 • Access One Trust

AMENDMENT (“Amendment”) made as of June 1, 2018, and effective as set forth below, by and among ProFunds (“ProFunds”), a Delaware statutory trust having a principal place of business located at 7501 Wisconsin Avenue, Suite 1000E, Bethesda, Maryland 20814, Access One Trust (“AOT” and together with ProFunds, the “Trusts”), a Delaware statutory trust having a principal place of business located at 7501 Wisconsin Avenue, Suite 1000E, Bethesda, Maryland 20814, and Citi Fund Services Ohio, Inc., an Ohio corporation having its principal place of business located at 4400 Easton Commons, Suite 200, Columbus, Ohio 43219 (“Citi”, and with the Trusts, the “Parties”), to that certain Administration Agreement, dated January 1, 2004, as amended, between the Parties (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. This Amendment shall be effective as of June 1, 2018.

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • February 27th, 2019 • Access One Trust • Ohio

WHEREAS, ProFunds Trust and BISYS entered into a Transfer Agency Agreement dated October 28, 1997, as amended, (the “1997 Agreement”), as amended to date, including without limitation, that certain Amendment dated December 15, 2004 by and among Profunds Trust, Access One Trust and BISYS, pursuant to which BISYS agreed to perform transfer agency services for the Trusts, which has continued in effect through the date hereof;

SERVICES AGREEMENT
Services Agreement • February 27th, 2019 • Access One Trust • Maryland

THIS SERVICES AGREEMENT, (the "Agreement") dated as of January 1, 2005 ("Effective Date"), is by and between ProFunds, a Delaware business trust, and Access One Trust, a Delaware business trust (each referred to herein as a "Trust" or collectively referred to herein as the "Trusts") and ProFund Advisors LLC, investment adviser to the Trusts ("ProFund Advisors").

ASSIGNMENT OF ADMINISTRATION AGREEMENT
Assignment of Administration Agreement • February 27th, 2019 • Access One Trust

This Assignment (“Assignment”) is made as of the 30th day of July 2007, of that certain Administration Agreement dated January 1, 2004, as amended (the "Agreement"), by and among PROFUNDS, a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, ACCESS ONE TRUST, a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814 (ProFunds and Access One Trust are collectively referred to herein as the "Trusts"), and BISYS FUND SERVICES LIMITED PARTNERSHIP ("BISYS"), an Ohio limited partnership having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, under which BISYS performs certain management and administration services for the Trusts. All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

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