Dealer Agreement for Investor Class Shares Sample Contracts

DEALER AGREEMENT FOR INVESTOR CLASS SHARES
Dealer Agreement for Investor Class Shares • February 26th, 2007 • Access One Trust • Massachusetts

The Board of Trustees of Access One Trust (the “Trust”), an open-end management investment company organized as a Delaware business trust and registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940 (the “1940 Act”), on behalf of the holders of Investor Class shares (“Shares”) of each of the investment portfolios of the Trust as set forth on Schedule A (individually, a “Fund” and collectively, the “Funds”), authorizes ProFunds Distributors, Inc. (the “Distributor”), as principal underwriter of the Shares of the Funds, to enter into this Agreement with you (the “Authorized Firm”), concerning the sale of Shares to your clients, members, or customers (“Customers”). The terms and conditions of this Agreement are as follows:

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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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