PROFUNDS
Establishment and Designation of Series
The undersigned, being all of the Trustees of ProFunds (the "Trust"), a Delaware
business trust, acting pursuant to Section 4.9.2 of the Amended and Restated
Declaration of Trust dated October 28, 1997 (the "Declaration of Trust"), hereby
divide the shares of beneficial interest ("Shares") of the Trust into additional
separate series (the "Funds"), each of which bears the expenses attributable to
it and otherwise has the relative rights and preferences set forth in the
Declaration of Trust, the Funds hereby created having the following special and
relative rights:
1. The Funds shall be designated the ProFund VP OTC, the ProFund VP
Small-Cap, the ProFund VP Japan, the Airlines Sector ProFund VP, the Banking
Sector ProFund VP, the Basic Materials Sector ProFund VP, the Biotechnology
Sector ProFund VP, the Consumer Cyclical Sector ProFund VP, the Consumer
Non-Cyclical Sector ProFund VP, the Energy Sector ProFund VP, the Entertainment
and Leisure Sector ProFund VP, the Financial Sector ProFund VP, the Healthcare
Sector ProFund VP, the Industrial Sector ProFund VP, the Internet Sector ProFund
VP, the Oilfield Equipment and Services Sector ProFund VP, the Pharmaceuticals
Sector ProFund VP, the Precious Metals Sector ProFund VP, the Real Estate Sector
ProFund VP, the Semiconductor Sector ProFund VP, the Technology Sector ProFund
VP, the Telecommunications Sector ProFund VP, the Utilities Sector ProFund VP
and the Wireless Communications Sector ProFund VP.
2. The Funds shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the
then-current prospectuses and registration statement materials for the Funds
under the Securities Act of 1933. Each Share of the Funds shall be redeemable,
shall represent a pro rata beneficial interest in the assets of the Funds, and
shall be entitled to receive its pro rata share of net assets allocable to such
Shares of the Funds upon liquidation of the Funds, as provided in the
Declaration of Trust. The proceeds of sales of Shares of the Funds, together
with any income and gain thereon, less any diminution or expenses thereof, shall
irrevocably belong to the Funds, unless otherwise required by law.
3. Each Share of the Funds shall be entitled to one vote for each
dollar of value invested (or fraction thereof in respect of a fractional Share)
on matters on which such Shares shall be entitled to vote, except to the extent
otherwise required by the Investment Company Act of 1940 or when the Trustees
have determined that the matter affects only the interest of Shareholders of
certain Funds, in which case only the Shareholders of such Funds shall be
entitled to vote thereon. Any matter shall be deemed to have been effectively
acted upon with respect to the Funds if acted upon as provided in Rule 18f-2
under such Act, or any successor rule, and in the Declaration of Trust.
4. The assets and liabilities of the Trust shall be allocated among
the Funds and all other series of the Trust (collectively, for purposes of this
paragraph, the "Funds") as set forth in the Declaration of Trust, except as
described below.
(a) Costs incurred by the Trust on behalf of a Fund in connection
with the organization and registration and public offering of
Shares of the Fund shall be amortized for the Fund over the
lesser of the life of the Fund or such other period as
required by applicable law, rule, or accounting standard or
practice; costs incurred by the Trust on behalf of other Funds
in connection with the organization and initial registration
and public offering of Shares of those Funds shall be
amortized for those Funds over the lesser of the life of each
such Fund or such other period as required by applicable law,
rule, or accounting standard or practice.
(b) Liabilities, expenses, costs, charges or reserves relating to
the distribution of, and other identified expenses that should
properly be allocated to, the Shares of a particular class may
be charged to and borne solely by such class and the bearing
of expenses solely by a class of Shares may be appropriately
reflected and cause differences in the net asset value
attributable to and the dividend, redemption and liquidation
rights of, the Shares of different classes.
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(c) The Trustees may from time to time in particular cases make
specific allocations of assets or liabilities among the Funds
or classes, and each allocation of liabilities, expenses,
costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Funds and
classes for all purposes.
5. The Trustees (including any successor Trustee) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of any Fund now or hereafter created or to otherwise change the
special and relative rights of any such Fund, provided that such change shall
not adversely affect the rights of the Shareholders of such Fund.
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IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the date set forth below.
Date: [ ], 2000 ---------------------------
Michael Sapir, as Trustee
---------------------------
Louis Mayberg, as Trustee
---------------------------
Russell S. Reynolds, III, as Trustee
-------------------------------
Michael Wachs, as Trustee
