DECHERT PRICE & RHOADS
1500 K STREET, N.W.
WASHINGTON, D.C. 20005-1208
TELEPHONE: (202) 626-3300
FAX: (202) 626-3334
October 24, 1997
Patricia P. Williams
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: ProFunds (File No. 333-28339)
Request for Withdrawal of Pre-Effective Amendment
Dear Ms. Williams:
On behalf of ProFunds (the "Fund"), and pursuant to Rule 477 under the
Securities Act of 1933, we hereby request that Pre-Effective Amendment No. 2 to
the Registration Statement for the Fund be withdrawn. Pre-Effective Amendment
No. 2 was filed on October 20, 1997 (Accession No. 0000950152-97-007294), and
the amendment as filed on the EDGAR filing system contained a signature page
bearing conformed signatures on behalf of the Cash Management Portfolio (a "hub"
fund in which a "spoke" series of the Fund invests) and its trustees and
officers that differs from the signature page as manually executed on behalf of
the Cash Management Portfolio and its trustees and officers.
We respectfully request withdrawal of Pre-Effective Amendment No. 2, as it
was improperly filed. We submit that this request is consistent with the public
interest and the protection of investors, and request that the Securities and
Exchange Commission consent to the request.
Thank you for your consideration of this matter. Please call me at (202)
626-3386 if you have any questions or comments, or if we may assist you in any
way.
Sincerely,
/s/Keith T. Robinson
