ADMINISTRATION AGREEMENT

AGREEMENT made as of the 1st day of January, 2004, between PROFUNDS (the Trust ), a Delaware business trust having its principal place of business at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, and BISYS FUND SERVICES LIMITED PARTNERSHIP, (BISYS), an Ohio limited partnership having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219 and a wholly-owned subsidiary of BISYS Fund Services, Inc, which is a wholly-owned subsidiary of The BISYS Group, Inc.

WHEREAS, the Trust is engaged in business as an open-end management investment company and is so registered under the Investment Company Act of 1940, as amended (the 1940 Act); and

WHEREAS, the Trust is authorized to issue shares of capital stock (the Shares) in separate series with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust offers Shares in each of the series identified in Schedule A hereto (each such series/being herein individually referred to as a Fund, and such series being herein collectively referred to as the Funds, which shall include other series subsequently established by the Trust in each case upon approval by the Board of Trustees of the Trust); and

WHEREAS, the Trust and BISYS entered into an Administration Agreement dated as of October 28, 1997 (the 1997 Agreement), whereby BISYS agreed to perform administration services for the Trust; and

WHEREAS, the Trust desires to continue to retain BISYS to provide management and administrative services to the Trust with respect to the Funds; and

WHEREAS, BISYS is willing to perform such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the parties hereby agree as follows:

1. Services as Administrator.

BISYS shall perform for the Trust the management and administrative services set forth in Schedule B hereto (collectively, the Services); provided, however, that the parties acknowledge and agree that the Services to be provided hereunder on behalf of the MoneyMarket ProFund (or any other Feeder Fund (as defined below)) shall be limited to those that are necessary and appropriate for a money market or short-term fixed income registered investment company (each a Feeder Fund) that invests all of its assets in a separate, unaffiliated registered investment company (each such separate unaffiliated registered investment company, a Master Portfolio). In that connection, the parties agree that BISYS shad bear no responsibility for the provision of any Services to any Master Portfolio in which the Money Market ProFund may invest its assets,-unless such Master Portfolio is a Fund. BISYS may provide such other services as maybe reasonably requested by the Trust, which may result in an additional fee, the amount of which shall be mutually agreed upon by the patties. BISYS agrees to perform the Services described herein in accordance with the service standards set forth in Schedule C attached hereto and in accordance with any additional operating procedures that may be mutually agreed upon by the parties hereto. BISYS agreement to perform the relevant Services in accordance with and otherwise comply with the provisions set forth in Schedule C is subject to the various provisions of this Agreement relevant to the performance of Services. Except as expressly provided herein (including in Schedule C), the service standards shall not be used in the construction of the parties rights and obligations generally under this Agreement, andany failure by BISYS to meet a particular deadline or other requirement set forth in Schedule C shall not be construed as an admission or as a waiver of any rights of BISYS generally under this Agreement.

BISYS shall, for all purposes herein, be deemed to be an independent contractor and, other than as expressly provided or authorized (as directed by the Board or as provided herein), shall have no authority to act for or represent the Trust in any way and shall not be- deemed an agent of the Trust. BISYS may, in its discretion and at its expense, utilize agents in connection with its Services, and in addition may appoint in writing other parties qualified to perform management and administrative services reasonably acceptable to the Trust (individually, a Sub-administrative Agent) to carry out some or all of its responsibilities under this Agreement with respect to a Fund; provided, however, that each agent (including-any Sub-administrative Agent) shall be the agent of BISYS and not the agent of the Trust or such Fund, that BISYS shall be fully responsible for the acts of each agent (to the extent BISYS would be responsible if BISYS had performed such acts) and shall not be relieved of any of its responsibilities hereunder by the use or appointment of such agent, and that BISYS shall disclose in writing the name of any Sub-Administrative Agent, and the nature of the relationship between the Sub-Administrative Agent and BISYS, to the Trust. In selecting and managing its relationship with each third party vendor, BISYS shall strive to achieve the best overall combination of service quality and cost as may be practical under the circumstances, and shall comply with applicable laws and regulations.

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