PROFUNDS
497, 1998-09-23
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                                    ProFunds

                     Supplement dated September 11, 1998 to
                       Prospectus dated April 24, 1998, as
                             Revised August 3, 1998

         Effective  August 21, 1998,  shares of a ProFund may be  exchanged  for
shares of the other class of that ProFund,  or for shares of either class of any
other ProFund.

         Effective  September  11,  1998,  the net asset  value per share of all
ProFunds is determined as of the close of business of the New York Sock Exchange
("NYSE").  Accordingly, the first sentence of the first paragraph under "GENERAL
INFORMATION ABOUT THE TRUST--Determination of Net Asset Value" on pages 51-52 of
the Prospectus is replaced with the following:

         The net asset values of the shares of the ProFunds are determined as of
         the close of business of the NYSE  (ordinarily,  4:00 p.m. Easter Time)
         on each day the NYSE and the Chicago  Mercantile  Exchange  ("CME") are
         open for business (in the case of the Money Market  ProFund,  net asset
         value is determined as of the close of business on each day the NYSE is
         open for business).

         In addition,  the final paragraph under "GENERAL  INFORMATION ABOUT THE
TRUST--Determination  of Net  Asset  Value"  on  page  53 of the  Prospectus  is
replaced with the following:

                  Futures contracts are valued at their last sale price prior to
         the valuation time.  Options on futures contracts  generally are valued
         at fair value as  determined  with  reference  to  established  futures
         exchanges. Options on securities and indices purchased by a ProFund are
         valued at their last sale price prior to the valuation time, or at fair
         value if determined to be different than the last sales price.  In the
         event of a trading halt that closes the NYSE early,  futures  contracts
         will be valued on the basis of settlement prices on futures  exchanges,
         options on futures will be valued at the fair value as determined  with
         reference to such  settlement  prices,  and options on  securities  and
         indices  will be valued at their last sale price  prior to the  trading
         halt,  or at fair value if  determined  to be  different  than the last
         sales  price.  In the event a trading  halt  closes a futures  exchange
         prior to the close of the NYSE, futures contracts will be valued on the
         basis of settlement prices on the futures exchange, or at fair value if
         determined to be different than the settlement prices.

          Investors Should Retain This Supplement for Future Reference

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