May 1, 2000
as revised
October 16, 2000
Prospectus
[GRAPHIC]
ProFunds Mutual Funds
Bull ProFund
UltraBull ProFund
UltraMid-Cap ProFund
UltraSmall-Cap ProFund
UltraOTC ProFund
UltraEurope ProFund
UltraJapan ProFund
Bear ProFund
UltraBear ProFund
UltraShort OTC ProFund
Money Market ProFund
[PROFUNDS LOGO]
Like shares of all mutual funds, these securities have not been approved or
disapproved by the Securities and Exchange Commission nor has the Securities and
Exchange Commission passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
<PAGE>
Table of Contents
1 Benchmark ProFunds
19 Benchmark ProFunds Strategy
23 Money Market ProFund
31 Share Prices, Classes & Tax Information
37 Shareholder Services Guide
49 ProFunds Management
53 Financial Highlights
ProFund Advisors LLC
Bankers Trust Company
[PROFUNDS LOGO] Investment Advisors
<PAGE>
Benchmark
ProFunds
Overview
The no-load Benchmark ProFunds each seek to achieve a daily
return equal to the performance of a particular stock market
benchmark.*
o For example, the Bull ProFund seeks to match the daily
performance of a stock market index--the S&P 500 Composite
Stock Price Index(R) ("S&P 500 Index")--like a conventional
index fund.
o Unlike conventional index funds, certain ProFunds seek to
double the daily return of a specified stock market index.
o Other ProFunds seek to produce a daily return of the inverse
(opposite) or double the inverse (opposite) of a particular
stock market index. The value of these ProFunds should go up
when the index underlying their benchmark goes down, and their
value should go down when the index goes up.
*A benchmark can be any standard of investment performance to
which a mutual fund seeks to match its return, such as a stock
index. A stock index reflects the price of a group of stocks
of specified companies. For example, UltraBull ProFund has a
benchmark of twice the daily return of the S&P 500 Index.
Benchmark ProFunds 1
<PAGE>
These ProFunds seek to match or double an Index's daily
performance:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ProFund Index Daily Objective Types of Companies in Index
Bull S&P 500 Match Diverse, widely traded,
large capitalization
UltraBull S&P 500 Double Diverse, widely traded,
large capitalization
UltraMid-Cap S&P MidCap 400 Double Diverse, widely traded, mid-
sized capitalization companies
UltraSmall-Cap Russell 2000 Double Diverse, small capitalization
UltraOTC NASDAQ 100 Double Large capitalization, most
with technology and/or
growth orientation
UltraEurope ProFunds Europe Double Large capitalization, widely
traded European stocks
UltraJapan Nikkei 225 Double Large capitalization, widely
Stock Average traded Japanese stocks
</TABLE>
These ProFunds seek to match or double the inverse (opposite) of an Index's
daily performance:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ProFund Index Daily Objective Types of Companies in Index
Bear S&P 500 Inverse Diverse, widely traded,
large capitalization
UltraBear S&P 500 Double the inverse Diverse, widely traded,
large capitalization
UltraShort OTC NASDAQ 100 Double the inverse Large capitalization, most
with technology and/or
growth orientation
</TABLE>
The ProFunds also offer the Money Market ProFund, which is
discussed later in this prospectus.
2 Benchmark ProFunds
<PAGE>
Benchmark ProFunds' Objectives
The investment objective of each of the Benchmark ProFunds is
set forth below:
o Bull ProFund--seeks daily investment results that correspond
to the performance of the S&P 500 Index.
o UltraBull ProFund--seeks daily investment results that
correspond to twice (200%) the performance of the S&P 500
Index. If the UltraBull ProFund is successful in meeting its
objective, it should gain approximately twice as much as the
Bull ProFund when the prices of the securities in the S&P 500
Index rise on a given day and should lose approximately twice
as much when such prices decline on that day.
o UltraMid-Cap ProFund--seeks daily investment results that
correspond to twice (200%) the performance of the S&P MidCap
400 Index. If the UltraMid-Cap ProFund is successful in
meeting its objective, it should gain approximately twice as
much as the S&P MidCap 400 Index when the prices of the
securities in that index rise on a given day and should lose
approximately twice as much when such prices decline on that
day.
o UltraSmall-Cap ProFund--seeks daily investment results that
correspond to twice (200%) the performance of the Russell
2000(R) Index. If the UltraSmall-Cap ProFund is successful in
meeting its objective, it should gain approximately twice as
much as the Russell 2000(R) Index when the prices of the
securities in that index rise on a given day and should lose
approximately twice as much when such prices decline on that
day.
o UltraOTC ProFund--seeks daily investment results that
correspond to twice (200%) the performance of the NASDAQ 100
Index(TM). If the UltraOTC ProFund is successful in meeting
its objective, it should gain approximately twice as much as
the growth oriented NASDAQ 100 Index(TM) when the prices of
the securities in that index rise on a given day and should
lose approximately twice as much when such prices decline on
that day.
o UltraEurope ProFund--seeks daily investment results that
correspond to twice (200%) the performance of the ProFunds
Europe Index. If the UltraEurope ProFund is successful in
meeting its objective, it should gain approximately twice as
much as the ProFunds Europe Index when the prices of the
securities in that index rise on a given day and should lose
approximately twice as much when such prices decline on that
day.
Benchmark ProFunds 3
<PAGE>
o UltraJapan ProFund--seeks daily investment results that
correspond to twice (200%) the performance of the Nikkei 225
Stock Average. Since the Japanese markets are not open when
this ProFund values its shares, it determines its success in
meeting this investment objective by comparing its daily
return on a given day with the performance of related futures
contracts traded in the United States. See "Valuation Time
Risk" for additional information.
If the UltraJapan ProFund is successful in meeting its
objective, it should gain approximately twice as much as the
Nikkei 225 Stock Average when the prices of the securities in
that index rise on a given day and should lose approximately
twice as much when such prices decline on that day.
o Bear ProFund--seeks daily investment results that correspond
to the inverse (opposite) of the performance of the S&P 500
Index. If the Bear ProFund is successful in meeting its
objective, the net asset value of Bear ProFund shares will
increase in direct proportion to any decrease in the level of
the S&P 500 Index. Conversely, the net asset value of Bear
ProFund shares will decrease in direct proportion to any
increase in the level of the S&P 500 Index.
o UltraBear ProFund--seeks daily investment results that
correspond to twice (200%) the inverse (opposite) of the
performance of the S&P 500 Index. The net asset value of
shares of the UltraBear ProFund should increase or decrease
approximately twice as much as does that of the Bear ProFund
on any given day.
--------------------------------------------------------------
For example, if the S&P 500 Index were to decrease by 1% on
a particular day, investors in the Bear ProFund should
experience a gain in net asset value of approximately 1% for
that day. The UltraBear ProFund should realize an increase
of approximately 2% of its net asset value on the same day.
Conversely, if the S&P 500 Index were to increase by 1% by
the close of business on a particular trading day, investors
in the Bear ProFund and the UltraBear ProFund would
experience a loss in net asset value of approximately 1% and
2%, respectively.
--------------------------------------------------------------
o UltraShort OTC ProFund--seeks daily investment results that
correspond to twice (200%) the inverse (opposite) of the
performance of the NASDAQ 100 Index(TM). This ProFund operates
similar to the UltraBear ProFund, but UltraShort OTC ProFund
is benchmarked to the NASDAQ 100 Index(TM).
The securities indexes that these ProFunds use as their
benchmarks are described below under "Benchmark Indexes."
4 Benchmark ProFunds
<PAGE>
Strategy
ProFund Advisors LLC ("ProFund Advisors"), the Benchmark
ProFunds' investment advisor, uses a "passive" approach to
investing, employing quantitative analysis. On the basis of
this analysis, ProFund Advisors determines the type, quantity
and mix of investment positions that each Benchmark ProFund
should hold to approximate the performance of it's benchmark.
ProFund Advisors does not make judgments about the investment
merit of a particular stock, nor does it attempt to apply any
economic, financial or market analysis. The Benchmark ProFunds
do not take temporary defensive positions.
The Bull, UltraBull, UltraMid-Cap, UltraSmall-Cap, UltraOTC,
and UltraEurope ProFunds principally invest in:
o A combination of equity securities that in ProFund Advisors'
opinion should simulate the movement of the appropriate
benchmark index;
o Futures contracts on stock indexes, and options on futures
contracts; and
o Financial instruments such as equity caps, collars, floors,
swaps, and options on securities and stock indexes.
The UltraJapan ProFund principally invests in:
o Futures contracts on stock indexes, and options on futures
contracts; and
o Financial instruments such as equity caps, collars, floors,
swaps, depository receipts, and options on securities and
stock indexes.
In addition, the UltraJapan ProFund may invest in a
combination of stocks that in ProFund Advisors' opinion,
should simulate the movement of the Nikkei 225 Stock Average.
These Benchmark ProFunds invest in futures contracts on stock
indexes, options on futures contracts, and the other financial
instruments noted above as a substitute for investing directly
in stocks in order to gain exposure to the appropriate
benchmark index.
The Ultra ProFunds generally invest in the above instruments
to produce economically "leveraged" investment results.
Leverage is a way to change small market movements into larger
changes in the value of a Benchmark ProFund's investments.
The UltraEurope ProFund invests in financial instruments with
values that reflect the performance of stocks of European
companies.
The UltraJapan ProFund invests in financial instruments
including American Depository Receipts ("ADRs") with values
that reflect the performance of stocks issued by certain
Japan-based companies.
Benchmark ProFunds 5
<PAGE>
The Bear, UltraBear and UltraShort OTC ProFunds generally
do not invest in traditional securities, such as common stock
of operating companies. Rather, these ProFunds principally
invest in futures contracts, options contracts and other
financial instruments, and engage in short sales. Using these
techniques, these ProFunds will generally incur a loss if the
price of the underlying security or index increases between
the date of the employment of the technique and the date on
which the ProFund terminates the position. These ProFunds will
generally realize a gain if the underlying security or index
declines in price between those dates.
Benchmark ProFunds' Risks
Like all investments, the ProFunds entail risk. ProFund
Advisors cannot guarantee that any of the Benchmark ProFunds
will achieve its objective. As with any mutual fund, the
Benchmark ProFunds could lose money, or their performance
could trail that of other investment alternatives.
In addition, the Benchmark ProFunds present some risks not
traditionally associated with most mutual funds. It is
important that investors closely review and understand these
risks before making an investment in the ProFunds.
The following chart summarizes certain risks associated with
the Benchmark ProFunds:
<TABLE>
<CAPTION>
Inverse Small Mid-
Market Leverage Correlation Foreign Capitalization Capitalization
Risk Risk Risk Risk Risk Risk
<S> <C> <C> <C> <C> <C> <C>
Bull X
UltraBull X X
UltraMid-Cap X X X
UltraSmall-Cap X X X
UltraOTC X X
UltraEurope X X X
UltraJapan X X X
Bear X X
UltraBear X X X
UltraShort OTC X X X
</TABLE>
These and other risks are described below.
6 Benchmark ProFunds
<PAGE>
Certain Risks Associated with Particular ProFunds
o Leverage Risk The Ultra ProFunds employ leveraged investment
techniques. Leverage is the ability to get a return on a
capital base that is larger than a ProFund's investment. Use
of leverage can magnify the effects of changes in the value of
these ProFunds and makes them more volatile. The leveraged
investment techniques that the Ultra ProFunds employ should
cause investors in these ProFunds to lose more money in
adverse environments.
o Inverse Correlation Risk Shareholders in the negatively
correlated ProFunds should lose money when the index
underlying their benchmark rises -- a result that is the
opposite from traditional equity mutual funds.
o Foreign Investment Risk The UltraEurope ProFund and the
UltraJapan ProFund entail the risk of foreign investing, which
may involve risks not typically associated with investing in
U.S. securities alone:
o Many foreign countries lack uniform accounting and
disclosure standards, or have standards that differ from
U.S. standards. Accordingly, these ProFunds may not have
access to adequate or reliable company information.
o UltraEurope ProFund and UltraJapan ProFund will be subject
to the market, economic and political risks of the countries
where they invest or where the companies represented in the
benchmark indexes are located. Because it may invest,
directly or indirectly, a large portion of its assets in
Japanese stocks, the UltraJapan ProFund's performance may be
particularly susceptible to economic, political or
regulatory events affecting Japanese companies and Japan,
generally.
o Securities purchased by these ProFunds may be priced in
foreign currencies. Their value could change significantly
as the currencies strengthen or weaken relative to the U.S.
dollar. ProFund Advisors does not engage in activities
designed to hedge against foreign currency fluctuations.
o On January 1, 1999, the eleven nations of the European
Monetary Union, including Germany and France, began the
process of introducing a uniform currency. The new currency,
the euro, is expected to reshape financial markets, banking
systems and monetary policy in Europe and throughout the
world. The
Benchmark ProFunds 7
<PAGE>
continued transition to the euro may also have a worldwide
impact on the economic environment and behavior of investors.
o Valuation Time Risk UltraJapan ProFund generally values its
assets as of the close of the New York Stock Exchange. Such
valuation will reflect market perceptions and trading activity
on the U.S. financial market since the calculation of the
closing level of the Nikkei 225 Stock Average. The Nikkei 225
Stock Average is determined in the early morning U.S. Eastern
time prior to the opening of the New York Stock Exchange. As a
result, the day-to-day correlation of the UltraJapan ProFund's
performance may vary from the closing performance of the
Nikkei 225 Stock Average. However, ProFunds believes that over
time the UltraJapan ProFund's performance will correlate
highly with the movement of the Nikkei 225 Stock Average.
o Small Company Investment Risk The UltraSmall-Cap ProFund
could experience greater risks than a fund which invests
primarily in large capitalized, widely traded companies, such
as:
o Small company stocks tend to have greater fluctuations in
price than the stocks of large companies.
o There can be a shortage of reliable information on certain
small companies, which at times can pose a risk.
o Small companies tend to lack the financial and personnel
resources to handle industry wide setbacks and as a result
such setbacks could have a greater effect on the companies
share prices.
o Small company stocks are typically less liquid then large
company stocks and liquidating positions in turbulent market
conditions could become difficult.
o Mid-Cap Company Investment Risk The UltraMid-Cap ProFund
could experience risks that a fund which invests in primarily
large capitalized, widely traded companies would not. Such
risks could include:
o Mid-Cap company stocks tend to have greater fluctuations
in price than the stocks of large companies, but not as
drastic as the stocks of small companies.
o Stocks of mid-sized companies could be more difficult to
liquidate during market downturns compared to larger, more
widely-traded companies.
8 Benchmark ProFunds
<PAGE>
Risks in Common
Each Benchmark ProFund faces certain risks:
o Market Risk The Benchmark ProFunds are subject to market
risks that will affect the value of their shares, including
general economic and market conditions, as well as
developments that impact specific industries or companies.
Shareholders in the positively correlated ProFunds should lose
money when the index underlying their benchmark declines.
Shareholders in the negatively correlated ProFunds should lose
money when the index underlying their benchmark rises. These
indexes are discussed in the next section.
o Liquidity Risk In certain circumstances, such as a
disruption of the orderly markets for the financial
instruments in which ProFunds invest, ProFunds might not be
able to dispose of certain holdings quickly or at prices that
represent true market value in the judgment of ProFund
Advisors. This may prevent ProFunds from limiting losses or
realizing gains.
o Correlation Risk While ProFund Advisors expects that each
of the Benchmark ProFunds will track its benchmark with a high
level of correlation, there can be no guarantee of the level
of correlation that the ProFunds will be able to achieve. A
failure to achieve a high degree of correlation may prevent a
Benchmark ProFund from achieving its investment goal.
o Non-Diversification Risk The Benchmark ProFunds are
classified as "non-diversified" under the federal securities
laws. They have the ability to concentrate a relatively high
percentage of their investments in the securities of a small
number of companies. This would make the performance of a
Benchmark ProFund more susceptible to a single economic,
political or regulatory event than a more diversified mutual
fund might be. Nevertheless, the Benchmark ProFunds intend to
invest on a diversified basis.
o Risks of Aggressive Investment Techniques The Benchmark
ProFunds use investment techniques that may be considered
aggressive. Risks associated with the use of options, futures
contracts, and options on futures contracts include
potentially dramatic price changes (losses) in the value of
the instruments and imperfect correlations between the price
of the contract and the underlying security or index.
Benchmark ProFunds 9
<PAGE>
Benchmark Indexes
o The S&P 500 Index is a widely used measure of large U.S.
company stock performance. It consists of the common stocks of
500 major corporations selected for their size and the
frequency and ease with which their stocks trade. Standard &
Poor's also attempts to assure that the Index reflects the
full range and diversity of the American economy. The
companies in the S&P 500 account for nearly three-quarters of
the value of all U.S. stocks.
o The S&P MidCap 400 Index, is a widely used measure of medium
capitalized U.S. company stock performance. It consists of the
common stocks of 400 major corporations selected for their
size and the frequency and ease with which their stocks trade.
Standard & Poor's also attempts to assure that the Index
reflects the full range and diversity of the American economy.
o The Russell 2000(R) Index, is an unmanaged index consisting
of 2,000 small company common stocks. The Index comprises
2,000 of the smallest U.S. domiciled publicly traded common
stocks that are included in the Russell 3000(R) Index. These
common stocks represent approximately 8% of the total market
capitalization of the Russell 3000(R) Index which, in turn,
represents approximately 98% of the publicly traded U.S.
equity market.
o The NASDAQ 100 Index(TM) contains 100 of the largest and
most active non-financial domestic and international issues
listed on the NASDAQ Stock Market based on market
capitalization. Eligibility criteria for the NASDAQ 100
IndexTM includes a minimum average daily trading volume of
100,000 shares. If the security is a foreign security, the
company must have a world wide market value of at least $10
billion, a U.S. market value of at least $4 billion, and
average trading volume of at least 200,000 shares per day.
10 Benchmark ProFunds
<PAGE>
o ProFunds Europe Index ("PEI") is a combined measure of
European stock performance created by ProFund Advisors from
the leading stock indexes of Europe's three largest economies
giving equal weight to each index each day. The PEI averages
the daily results of:
o The Financial Times Stock Exchange 100 Index ("FTSE-100"),
a capitalization-weighted index of the 100 most highly
capitalized companies traded on the London Stock Exchange.
o The Deutsche Aktienindex ("DAX"), is a total rate of
return index of 30 selected German blue-chip stocks traded
on the Frankfurt Stock Exchange.
o The CAC-40, a capitalization-weighted index of 40
companies listed on the Paris Stock Exchange (the Bourse).
o The Nikkei 225 Stock Average, is a price-weighted index of
225 large, actively traded Japanese stocks traded on the Tokyo
Stock Exchange. The index is computed and distributed by the
Nihon Keizai Shimbun (NKS).
ProFunds' Board of Trustees may change investment objectives
without shareholder approval if, for example, it believes
another benchmark might better suit shareholder needs.
Who May Want to Consider a ProFunds Investment
The Bull ProFund may be appropriate for investors who want to
receive investment results approximating the performance of
the S&P 500 Index.
The Ultra ProFunds may be appropriate for investors who:
o believe that over the long term, the value of a particular
index will increase/decrease, and that by investing with the
objective of doubling the index's daily return, or the inverse
of the index's daily return, they will achieve superior
results over time. Investors in these ProFunds should
understand that since each Ultra ProFund seeks to double the
daily performance of its benchmark index, it should have twice
the volatility of a conventional index fund and twice the
potential risk of loss.
Benchmark ProFunds 11
<PAGE>
o are seeking to match an index's daily return with half the
investment required of conventional stock index mutual funds.
An investor might invest $100,000 in a conventional S&P 500
Index Fund. Alternatively that same investor could invest half
that amount--$50,000-- in UltraBull ProFund and target the
same daily return.
The Bear, UltraBear and UltraShort OTC ProFunds may be
appropriate for investors who:
o expect the underlying index to go down and desire to earn a
profit as a result of the index declining.
o want to protect (or hedge) the value of a diversified
portfolio of stocks and/or stock mutual funds from a stock
market downturn that they anticipate.
An investor with a diversified portfolio of stocks or stock
mutual funds valued at $100,000 might be concerned that the
general stock market could decline or be volatile for the next
six months. The investor could try to protect the portfolio
against downturns in the stock market by investing $50,000 in
Bear, UltraBear or UltraShort OTC ProFund or in a combination
of these ProFunds. Of course, the investor likely would also
be giving up gains that the portfolio would otherwise produce
if the markets go up rather than down in value. ProFunds
cannot assure that doing so would protect against market
downturns.
All of the ProFunds may be appropriate for investors who:
o are executing a strategy that relies on frequent buying,
selling or exchanging among stock mutual funds, since the
ProFunds do not limit how often an investor may exchange among
the ProFunds and do not impose any transaction fee when
investors buy, sell or exchange a ProFund, other than a $15
wire redemption fee.
o want the impact of their investment to range from double an
index to double the inverse of the index based on their
current view, positive or negative, of the index.
12 Benchmark ProFunds
<PAGE>
Benchmark ProFunds' Performance
The bar chart and tables in this section can help you evaluate
the potential risks of investing in the Benchmark ProFunds.
The bar chart shows the annual returns for the Investor Class
shares of each Benchmark ProFund available to the public for a
year or more as of December 31, 1999 (which excludes the newly
formed UltraMid-Cap, UltraSmall-Cap, UltraEurope and
UltraJapan ProFunds). The first table compares each such
ProFund's return for Investor Class shares in 1999 and since
inception with its relevant benchmark index. The second table
compares each such ProFund's return for Service Class shares
in 1999 and since inception with its relevant benchmark index.
Of course, how a Benchmark ProFund has performed in the past
is not necessarily an indication of how it will perform in the
future.
Annual Returns as of December 31 each year
Bull ProFund
17.18%.............................. 1999
26.57%.............................. 1998
UltraBull ProFund
29.56%.............................. 1999
42.95%.............................. 1998
UltraOTC ProFund
233.25%............................. 1999
185.34%............................. 1998
Bear ProFund
-12.32%............................. 1999
-19.46%............................. 1998
UltraBear ProFund
-30.54%............................. 1999
-38.34%............................. 1998
UltraShort OTC ProFund
-80.36%............................. 1999
During the period covered in the chart above, the highest and
lowest returns of the Investor Class shares of each of these
Benchmark ProFunds in any calendar quarter were as follows:
Highest Quarterly Lowest Quarterly
Return (%) Return (%)
--------------------------------------------------------------------------------
Bull ProFund Q4 1998 (20.37%) Q3 1998 (-9.96%)
UltraBull ProFund Q4 1998 (41.34%) Q3 1998 (-22.48%)
UltraOTC ProFund Q4 1999 (126.35%) Q3 1998 (-5.16%)
Bear ProFund Q3 1998 (11.11%) Q4 1998 (-17.06%)
UltraBear ProFund Q3 1998 (17.87%) Q4 1998 (-32.26%)
UltraShort OTC ProFund Q3 1999 (-11.72%) Q4 1999 (-58.87%)
Benchmark ProFunds 13
<PAGE>
Average Annual INVESTOR CLASS Share Returns
as of December 31, 1999
One Year Since Inception Inception Date
Bull ProFund 17.18% 20.20% 12/02/97
S&P 500 Index* 19.53% 22.00%
UltraBull ProFund 29.56% 36.08% 11/28/97
S&P 500 Index* 19.53% 22.86%
UltraOTC ProFund 233.25% 170.63% 12/02/97
NASDAQ 100 Index(TM)(a)* 101.95% 83.27%
Bear ProFund -12.32% -15.95% 12/31/97
S&P 500 Index* 19.53% 23.05%
UltraBear ProFund -30.54% -33.06% 12/23/97
S&P 500 Index* 19.53% 24.78%
UltraShort OTC ProFund -80.36% -82.45% 6/02/98
NASDAQ 100 Index(TM)(a)* 101.95% 105.54%
Average Annual SERVICE CLASS Share Returns
as of December 31, 1999
One Year Since Inception Inception Date
Bull ProFund 15.97% 19.20% 12/02/97
S&P 500 Index* 19.53% 22.00%
UltraBull ProFund 28.42% 34.85% 11/28/97
S&P 500 Index* 19.53% 22.86%
UltraOTC ProFund 229.73% 168.67% 12/02/97
NASDAQ 100 Index(TM)(a)* 101.95% 83.27%
Bear ProFund -13.32% -16.73% 12/31/97
S&P 500 Index* 19.53% 23.05%
UltraBear ProFund -31.20% -33.47% 12/23/97
S&P 500 Index* 19.53% 24.78%
UltraShort OTC ProFund -80.62% -82.61% 6/02/98
NASDAQ 100 Index(TM)(a)* 101.95% 105.54%
*Excludes dividends.
14 Benchmark ProFunds
<PAGE>
Annual Benchmark ProFund Operating Expenses
The tables below describe the fees and expenses you may pay if you buy
and hold shares in any of the Benchmark ProFunds. The ProFunds are
"no-load" mutual funds. You pay no sales charge when you buy or sell
shares, or when you reinvest dividends.
Shareholder Fees - INVESTOR CLASS SHARES and SERVICE CLASS SHARES
(paid directly from your investment)
Wire Redemption Fee* $15
* This charge may be waived at the discretion of the ProFunds.
Annual Operating Expenses--INVESTOR CLASS Shares
(percentage of average daily net assets)
<TABLE>
<CAPTION>
Bull UltraBull UltraMid-Cap UltraSmall-Cap UltraOTC
ProFund ProFund ProFund(1) ProFund(1) ProFund
<S> <C> <C> <C> <C> <C>
Management fees 0.75% 0.75% 0.75% 0.75% 0.75%
Other expenses 0.78% 0.61% 0.56% 0.59% 0.58%
Total annual 1.53% 1.36% 1.31% 1.34% 1.33%
operating expenses
</TABLE>
<TABLE>
<CAPTION>
UltraEurope UltraJapan Bear UltraBear UltraShort OTC
ProFund ProFund(1) ProFund ProFund ProFund
<S> <C> <C> <C> <C> <C>
Management fees 0.90% 0.90% 0.75% 0.75% 0.75%
Other expenses 1.63% 0.37% 0.93% 0.68% 0.70%
Total annual 2.53% 1.27% 1.68% 1.43% 1.45%
operating expenses
</TABLE>
(1) Based on estimated expenses to be incurred in the first year of operations.
Benchmark ProFunds 15
<PAGE>
Annual Operating Expenses--SERVICE CLASS Shares
(percentage of average daily net assets)
<TABLE>
<CAPTION>
Bull UltraBull UltraMid-Cap UltraSmall-Cap UltraOTC
ProFund ProFund ProFund(1) ProFund(1) ProFund
<S> <C> <C> <C> <C> <C>
Management fees 0.75% 0.75% 0.75% 0.75% 0.75%
Service fee(2) 1.00% 1.00% 1.00% 1.00% 1.00%
Other expenses 0.73% 0.61% 0.56% 0.59% 0.57%
Total annual 2.48% 2.36% 2.31% 2.34% 2.32%
operating expenses
</TABLE>
<TABLE>
<CAPTION>
UltraEurope UltraJapan Bear UltraBear UltraShort OTC
ProFund ProFund(1) ProFund ProFund ProFund
<S> <C> <C> <C> <C> <C>
Management fees 0.90% 0.90% 0.75% 0.75% 0.75%
Service fee(2) 1.00% 1.00% 1.00% 1.00% 1.00%
Other expenses 1.68% 0.37% 1.16% 0.67% 0.71%
Total annual 3.58% 2.27% 2.91% 2.42% 2.46%
operating expenses
</TABLE>
(1) Based on estimated expenses to be incurred in the first year of operations.
(2) ProFunds has adopted a Shareholder Services Plan pursuant to which each
ProFund may pay fees of up to 1.00% of the net asset value of the ProFund's
Service Class shares to financial intermediaries that agree to provide
services to customers holding Service Class shares. For additional
information concerning the terms of the Shareholder Services Plan and
related service agreements with financial intermediaries, see "Share Prices,
Classes and Tax Information -- Classes of Shares."
16 Benchmark ProFunds
<PAGE>
Expense Examples
The following examples illustrate the expenses you would have
incurred on a $10,000 investment in each Benchmark ProFund,
and are intended to help you compare the cost of investing in
the Benchmark ProFunds compared to other mutual funds. The
examples assume that you invested for the time periods shown
and redeemed all of your shares at the end of each period,
that each ProFund earned an annual return of 5% over the
periods shown, that you reinvested all dividends and
distributions, and that gross operating expenses remained
constant. Because these examples are hypothetical and for
comparison only, your actual costs will be different.
INVESTOR CLASS Expense Examples
1 year 3 years 5 years 10 years
Bull ProFund $156 $483 $834 $1,824
UltraBull ProFund $138 $431 $745 $1,635
UltraMid-Cap ProFund(1) $133 $415 N/A N/A
UltraSmall-Cap ProFund(1) $136 $425 N/A N/A
UltraOTC ProFund $135 $421 $729 $1,601
UltraEurope ProFund $256 $788 $1,345 $2,866
UltraJapan ProFund(1) $129 $403 N/A N/A
Bear ProFund $171 $530 $913 $1,987
UltraBear ProFund $146 $452 $782 $1,713
UltraShort OTC ProFund $148 $459 $792 $1,735
(1) The Securities and Exchange Commission requires that this ProFund estimate
expenses for one and three years only.
Benchmark ProFunds 17
<PAGE>
SERVICE CLASS Expense Examples
1 year 3 years 5 years 10 years
Bull ProFund $251 $773 $1,321 $2,816
UltraBull ProFund $239 $736 $1,260 $2,696
UltraMid-Cap ProFund(1) $233 $718 N/A N/A
UltraSmall-Cap ProFund(1) $237 $730 N/A N/A
UltraOTC ProFund $235 $724 $1,240 $2,656
UltraEurope ProFund $361 $1,097 $1,855 $3,845
UltraJapan ProFund(1) $230 $709 N/A N/A
Bear ProFund $294 $901 $1,533 $3,233
UltraBear ProFund $245 $755 $1,291 $2,756
UltraShort OTC ProFund $249 $767 $1,311 $2,796
(1) The Securities and Exchange Commission requires that this ProFund estimate
expenses for one and three years only.
18 Benchmark ProFunds
<PAGE>
Benchmark ProFunds
strategy
What the Benchmark ProFunds Do
Each Benchmark ProFund:
o Seeks to provide its shareholders with predictable
investment returns approximating its benchmark by investing in
securities and other financial instruments, such as futures
and options on futures.
o Uses a mathematical and quantitative approach.
o Pursues its objective regardless of market conditions,
trends or direction.
o Seeks to provide correlation with its benchmarks on a daily
basis.
What the Benchmark ProFunds Do Not Do
ProFund Advisors does not:
o Conduct conventional stock research or analysis or forecast
stock market movement in managing the Benchmark ProFunds'
assets.
o Invest the Benchmark ProFunds' assets in stocks or
instruments based on ProFund Advisors' view of the fundamental
prospects of particular companies.
o Adopt defensive positions by investing in cash or other
instruments in anticipation of an adverse climate for the
ProFunds' benchmark indexes.
o Seek to invest to realize dividend income from their
investments.
Benchmark ProFunds Strategy 19
<PAGE>
In addition, the Benchmark ProFunds do not seek to provide
correlation with their benchmark over a period of time other
than daily, such as monthly or annually, since mathematical
compounding prevents these Benchmark ProFunds from achieving
such results.
Important Concepts
o Leverage offers a means of magnifying small market
movements, up or down, into large changes in an investment's
value.
o Futures, or futures contracts, are contracts to pay a fixed
price for an agreed-upon amount of commodities or securities,
or the cash value of the commodity or securities, on an
agreed-upon date.
o Option contracts grant one party a right, for a price,
either to buy or sell a security or futures contract at a
fixed sum during a specified period or on a specified day.
o Selling short, or borrowing stock to sell to a third party,
is a technique that may be employed by the ProFunds to seek
gains when their benchmark index declines. If a ProFund
replaces the security to the lender at a price lower than the
price at which it borrowed the security plus interest
incurred, the ProFund makes a profit on the difference. If the
current market price is greater when the time comes to replace
the stock, the ProFund will incur a loss on the transaction.
o ADRs represent the right to receive securities of foreign
issuers deposited in a bank or trust company. ADRs are an
alternative to purchasing the underlying securities in their
national markets and currencies. Investment in ADRs has
certain advantages over direct investment in the underlying
foreign securities since:(i) ADRs are U.S. dollar-denominated
investments that are easily transferable and for which market
quotations are readily available, and (ii) issuers whose
securities are represented by ADRs are generally subject to
auditing, accounting and financial reporting standards similar
to those applied to domestic issuers.
20 Benchmark ProFunds Strategy
<PAGE>
Portfolio Turnover
ProFund Advisors expects a significant portion of the
Benchmark ProFunds' assets to come from professional money
managers and investors who use ProFunds as part of "market
timing" investment strategies. These strategies often call for
frequent trading of ProFund shares to take advantage of
anticipated changes in market conditions. Although ProFund
Advisors believes its accounting methodology should minimize
the effect on ProFunds of such trading, market timing trading
could increase the rate of ProFunds' portfolio turnover,
forcing realization of substantial capital gains and losses
and increasing transaction expenses. In addition, while
ProFunds does not expect it, large movements of assets into
and out of the ProFunds may negatively impact their abilities
to achieve their investment objectives or their level of
operating expenses.
Benchmark ProFunds Strategy 21
<PAGE>
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22
<PAGE>
Money Market
ProFund
Objective
The Money Market ProFund invests its assets in the Cash
Management Portfolio (the "Portfolio"), a separate investment
company managed by Bankers Trust Company. This structure is
sometimes referred to as a "master-feeder" structure. The
objective of the Money Market ProFund and the Portfolio are
identical: both seek a high level of current income consistent
with liquidity and preservation of capital.
Strategy
The Money Market ProFund invests all of its investable assets
in the Portfolio. The Portfolio may invest in high-quality,
short-term, dollar-denominated money market securities paying
a fixed, variable or floating interest rate. These include:
o Debt securities issued by U.S. and foreign banks, financial
institutions, corporations, or other entities, including
certificates of deposit, euro-time deposits, commercial paper
(including asset-backed commercial paper), notes, funding
agreements and U.S. government securities.
o U.S. government securities that are issued or guaranteed by
the U.S. Treasury, or by agencies or instrumentalities of the
U.S. Government.
o Repurchase agreements, which are agreements to buy
securities at one price, with a simultaneous agreement to sell
back the securities at a future date at an agreed-upon price.
Money Market ProFund 23
<PAGE>
o Asset-backed securities, which are generally participations
in a pool of assets whose payment is derived from the payments
generated by the underlying assets. Payments on the
asset-backed security generally consist of interest and/or
principal.
Because many of the Portfolio's principal investments are
issued or credit-enhanced by banks, the Portfolio may invest
more than 25% of its total assets in obligations of domestic
banks.
The Portfolio may invest in other types of instruments, as
described in the Statement of Additional Information.
In order to maintain a stable share price, the Portfolio
maintains a dollar-weighted average maturity of 90 days or
less. Generally, securities in the Portfolio are valued in
U.S. dollars and have remaining maturities of 397 days (about
13 months) or less on their purchase date. The Portfolio may
also invest in longer term securities that have features that
reduce their maturities to 397 days or less on their purchase
date. The Portfolio buys U.S. government debt obligations,
money market instruments and other debt obligations that at
the time of purchase:
o have received the highest short-term rating from two
nationally recognized statistical rating organizations;
o have received the highest short-term rating from one rating
organization (if only one organization rates the security);
o if unrated, are determined to be of similar quality by the
Portfolio's investment advisor; or
o have no short-term rating, but are rated within the three
highest long-term rating categories, or are determined to be
of similar quality by the Portfolio's investment advisor.
If a security no longer meets the Portfolio's requirements,
the investment advisor will attempt to sell that security
within a reasonable time, unless selling the security would
not be in the Portfolio's best interest.
24 Money Market ProFund
<PAGE>
Risks
Interest Rate Risk
Money market instruments, like all debt securities, face the
risk that the securities will decline in value because of
changes in interest rates. Generally, investments subject to
interest rate risk will decrease in value when interest rates
rise and increase when interest rates decline.
Credit Risk
A money market instrument's credit quality depends on the
issuer's ability to pay interest on the security and repay the
debt: the lower the credit rating, the greater the risk that
the security's issuer will default, or fail to meet its
payment obligations. The credit risk of a security may also
depend on the credit quality of any bank or financial
institution that provides credit enhancement for it.
Repurchase Agreement Risk
A repurchase agreement exposes the Portfolio to the risk that
the party that sells the securities defaults on its obligation
to repurchase them. In this circumstance, the Portfolio can
lose money because:
o it may not be able to sell the securities at the agreed-upon
time and price; or
o the securities lose value before they can be sold.
Market Risk
Although individual securities may outperform their market,
the entire market may decline as a result of rising interest
rates, regulatory developments or deteriorating economic
conditions.
Security Selection Risk
While the Portfolio invests in short-term securities, which by
nature should be relatively stable investments, the risk
remains that the securities selected will not perform as
expected. This could cause the Portfolio's returns to lag
behind those of similar money market funds.
Money Market ProFund 25
<PAGE>
Concentration Risk
Because the Portfolio may invest more than 25% of its total
assets in the financial services industry, it may be
vulnerable to setbacks in that industry. Banks and other
financial service companies are highly dependent on short-term
interest rates and can be adversely affected by downturns in
the U.S. and foreign economies or changes in banking
regulations.
Prepayment Risk
When a bond issuer, such as an issuer of asset-backed
securities, retains the right to pay off a high-yielding bond
before it comes due, the Portfolio may have no choice but to
reinvest the proceeds at lower interest rates. Thus,
prepayment may reduce the Portfolio's income. It may also
create a capital gains tax liability, because bond issuers
usually pay a premium for the right to pay off bonds early.
Organizational Structure
The Money Market ProFund is a feeder fund that invests all of
its assets in a master fund, the Portfolio. The Money Market
ProFund and the Portfolio have the same investment objective.
The Portfolio may accept investments from other feeder funds.
The feeders bear the Portfolio's expenses in proportion to
their assets. Each feeder can set its own transaction
minimums, fund-specific expenses and other requirements. The
Money Market ProFund's Trustees may withdraw its assets from
the Portfolio if they believe doing so is in the shareholders'
best interests. If the Trustees withdraw the Money Market
ProFund's assets, they would then consider whether the Money
Market ProFund should hire its own investment advisor and
invest its assets directly in appropriate instruments, invest
in a different fund, or take other action.
An investment in the Money Market ProFund is not a deposit
of a bank, nor is it insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.
While the Money Market ProFund tries to maintain a stable net
asset
26 Money Market ProFund
<PAGE>
value of $1.00 per share, there is no guarantee that the Money
Market ProFund will do so, and you could lose money by
investing in this ProFund.
Considering a Money Market ProFund Investment
Investors can take advantage of the Money Market ProFund in at
least two ways:
oduring periods when investors want to maintain a neutral
exposure to the stock market, the income earned from an
investment in the Money Market ProFund can keep their capital
at work.
othe Money Market ProFund can be invested in conjunction with
other ProFunds to adjust an investor's target exposure to an
index.
For instance, an investor who desires to target a daily return
of 1.5 times the daily performance of the S&P 500 Index could
allocate 75% of his or her investment to the UltraBull ProFund
and 25% of the investment to the Money Market ProFund.
Money Market ProFund's Total Returns and Expenses
The bar chart and tables in this section can help you evaluate
the potential risk of investing in the Money Market ProFund.
The bar chart shows the annual returns for the Investor Class
shares of the Money Market ProFund. The first table shows the
Money Market ProFund's return for Investor Class shares in
1999 and since inception. The second table shows the return
for Service Class shares in 1999 and since inception. Of
course, how the Money Market ProFund has performed in the past
is not necessarily an indication of how it will perform in the
future.
Annual Returns as of December 31 each year
Money Market ProFund
4.48%............................................. 1999
4.84%............................................. 1998
During the periods covered in the chart above, the highest
return in any calendar quarter for the Money Market ProFund's
Investor Class shares was Q4 1999 (1.23%), and its lowest
quarterly return was Q2 1999 (1.03%).
Money Market ProFund 27
<PAGE>
Average Annual INVESTOR CLASS Share Returns
as of December 31, 1999
One Year Since Inception Inception Date
Money Market ProFund 4.48% 4.69% 11/17/97
The 7-day yield (the income yield for the previous seven days
projected over a full year) was 5.12% for Money Market
ProFund's Investor Class shares as of December 31, 1999. To
learn the current 7-day yield, call ProFunds at (888)
776-3637.
Average Annual SERVICE CLASS Share Returns
as of December 31, 1999
One Year Since Inception Inception Date
Money Market ProFund 3.44% 3.43% 11/17/97
The 7-day yield (the income yield for the previous seven days
projected over a full year) was 4.12% for Money Market
ProFund's Service Class shares as of December 31, 1999. To
learn the current 7-day yield, call ProFunds at (888)
776-3637.
Annual Money Market ProFund Operating Expenses
The tables on the following page describe the fees and
expenses, including the Money Market ProFund's prorated
Portfolio expenses, you may pay if you buy and hold shares of
the Money Market ProFund. The Money Market ProFund is a
"no-load" mutual fund. You pay no sales charge when you buy or
sell shares or when you reinvest dividends.
Shareholder Fees - INVESTOR CLASS SHARES and SERVICE CLASS SHARES (paid directly
from your investment)
Wire Redemption Fee* $15
* This charge may be waived at the discretion of the ProFunds.
28 Money Market ProFund
<PAGE>
Annual Operating Expenses-INVESTOR CLASS Shares
(percentage of average daily net assets)
Management fees 0.15%
Other expenses 0.68%
Total annual operating expenses 0.83%
Annual Operating Expenses-SERVICE CLASS Shares
(percentage of average daily net assets)
Management fees 0.15%
Service fee(1) 1.00%
Other expenses 0.68%
Total annual operating expenses 1.83%
(1) ProFunds has adopted a Shareholder Services Plan pursuant to
which each ProFund may pay fees of up to 1.00% of the net
asset value of the ProFund's Service Class shares to financial
intermediaries that agree to provide services to customers
holding Service Class shares. For additional information
concerning the terms of the Shareholder Services Plan and
related service agreements with financial intermediaries, see
"Share Prices, Classes and Tax Information -- Classes of
Shares."
Expense Examples
The examples below illustrate the expenses you would have
incurred on a $10,000 investment in each class of shares of
the Money Market ProFund, and are intended to help you compare
the cost of investing in the ProFund compared to other mutual
funds. The examples assume that you invested for the time
periods shown and redeemed all of your shares at the end of
each period, that the Money Market ProFund earned an annual
return of 5% over the periods shown, that you reinvested all
dividends and distributions, and that gross operating expenses
remained constant. Because this example is hypothetical and
for comparison only, your actual costs will be different.
1 Year 3 Years 5 Years 10 Years
Investor Class Shares $85 $265 $460 $1,025
Service Class Shares $186 $576 $990 $2,148
Money Market ProFund 29
<PAGE>
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30
<PAGE>
Share Prices, Classes & Tax
information
Calculating the ProFunds' Share Prices
Except for the UltraEurope ProFund, each Benchmark ProFund
calculates daily share prices on the basis of the net asset
value of each class of shares at the close of regular trading
on the New York Stock Exchange ("NYSE") (normally, 4:00 p.m.,
Eastern time) every day the NYSE and the Chicago Mercantile
Exchange are open for business.
The UltraEurope ProFund calculates daily share prices on the
basis of the net asset value of each class of shares at the
latest close of trading on the three exchanges tracked by the
PEI: the London Stock Exchange, the Frankfurt Stock Exchange
or the Paris Bourse (normally, 2:00 p.m., Eastern time), on
each day that all three of these exchanges and the NYSE are
open.
Purchases and redemptions of shares are effected at the net
asset value per share next determined after receipt and
acceptance of an order. If portfolio investments of a ProFund
are traded in markets on days when the ProFund's principal
trading market(s) is closed, the ProFund's net asset value may
vary on days when investors cannot purchase or redeem shares.
The ProFunds value shares of each class of shares by dividing
the market value of the assets attributable to each class,
less the liabilities attributable to the class, by the number
of the class's outstanding shares. The ProFunds use the
following methods for arriving at the current market price of
investments held by the Benchmark ProFunds:
Share Prices, Classes & Tax information 31
<PAGE>
osecurities listed and traded on exchanges--the last price the
stock traded at on a given day, or if there were no sales, the
mean between the closing bid and asked prices.
osecurities traded over-the-counter--NASDAQ-supplied
information on the prevailing bid and asked prices.
ofutures contracts and options on indexes and securities--the
last sale price prior to the close of regular trading on the
NYSE (for all Benchmark ProFunds except UltraEurope ProFund).
ofutures prices used to calculate net asset values for the
UltraEurope ProFund will be the last transaction prices for
the respective futures contracts that occur immediately prior
to the close of the underlying stock exchange.
ooptions on futures contracts--priced at fair value determined
with reference to established future exchanges.
obonds and convertible bonds generally are valued using a
third-party pricing system.
oshort-term debt securities are valued at amortized cost,
which approximates market value.
othe foreign exchange rates used to calculate the net asset
values for the UltraEurope ProFund will be the mean of the bid
price and the asked price for the respective foreign currency
occurring immediately before the last underlying stock
exchange closes.
When price quotes are not readily available, securities and
other assets are valued at fair value in good faith under
procedures established by, and under the general supervision
and responsibility of, the ProFunds' Board of Trustees. This
procedure incurs the unavoidable risk that the valuation may
be higher or lower than the securities might actually command
if the ProFunds sold them. In the event that a trading halt
closes the NYSE or a futures exchange early, portfolio
investments may be valued at fair value, or in a manner that
is different from the discussion above. See the Statement of
Additional Information for more details.
The New York Stock Exchange and the Chicago Mercantile
Exchange, a leading market for futures and options, are open
every week, Monday through Friday, except when the following
holidays are celebrated: New Year's Day, Martin Luther King,
Jr. Day (the third Monday in January), Presidents' Day (the
third Monday in February), Good Friday, Memorial Day (the last
Monday in May), July 4th, Labor Day (the first Monday in
September),
32 Share Prices, Classes & Tax information
<PAGE>
Thanksgiving Day (the fourth Thursday in November) and
Christmas Day. Either or both of these Exchanges may close
early on the business day before each of these holidays.
Either or both of these Exchanges also may close early on the
day after Thanksgiving Day and the day before Christmas
holiday.
The London Stock Exchange, Frankfurt Stock Exchange or Paris
Bourse closes for the following holidays in 2000: May Day (May
1), Spring Bank Holiday (May 29), Pentecost Monday (June 12),
Bastille Day (July 14), Summer Bank Holiday (August 28),
Christmas Day, and Boxing Day (observed December 26). Holidays
scheduled for 2001 include: New Year's Day (January 1), Good
Friday (April 13) and Easter Monday (April 16). Please note
that holiday schedules are subject to change without notice.
Calculating the Money Market ProFund's Share Price
The Money Market ProFund calculates daily share prices on the
basis of the net asset value of each class of shares at the
close of regular trading on the NYSE (normally, 4:00 p.m.,
Eastern time) every day the NYSE is open for business except
for two additional bank holidays, Columbus Day and Veterans'
Day. Purchases and redemptions of shares are effected at the
net asset value per share next determined after receipt and
acceptance of an order. On the day before certain holidays are
observed, the bond markets or other primary trading markets
for the Portfolio may close early. They may also close early
on the day after Thanksgiving and the day before Christmas
Eve. If the Bond Market Association recommends an early close
of the bond markets, the Money Market ProFund may also close
early. The Money Market ProFund will cease taking purchase
orders at such times. The Money Market ProFund's net asset
value per share for each class of shares will normally be
$1.00, although Bankers Trust Company cannot guarantee that
this will always be the case. The Portfolio uses the amortized
cost method to account for any premiums or discounts above or
below the face value of any securities it buys. This method
does not reflect daily fluctuations in market value.
Share Prices, Classes & Tax information 33
<PAGE>
Dividends and Distributions
Each of the Benchmark ProFunds intends to distribute to its
shareholders every year all of the year's net investment
income and net capital gains. Each Benchmark ProFund will
reinvest these distributions in additional shares unless a
shareholder has written to request a direct cash distribution.
The Money Market ProFund declares dividends from its net
income daily and pays the dividends on a monthly basis. The
Money Market ProFund will pay annually any long-term capital
gains as well as any short-term capital gains that it did not
distribute during the year, but it reserves the right to
include in the daily dividend any short-term capital gains on
securities that it sells.
The Money Market ProFund may revise these policies, postpone
the payment of dividends and interest or take other actions in
order to maintain a constant net asset value of $1.00 per
share.
Tax Consequences
A ProFund does not ordinarily pay income tax on its net
investment income (which includes short-term capital gains)
and net capital gains that it distributes to shareholders, but
individual shareholders pay tax on the dividends and
distributions they receive. Shareholders will generally be
taxed regardless of how long they have held ProFund shares and
regardless of whether they receive cash or choose to have
distributions and dividends reinvested. Distributions and
dividends generally will be taxable as either ordinary income
or long-term capital gains. For example, if a ProFund
designates a particular distribution as a long-term capital
gains distribution, it will be taxable to shareholders at
their long-term capital gains rate. Dividends and
distributions may also be subject to state and local taxes.
Every year the ProFunds will send shareholders tax information
on the dividends and distributions for the previous year.
If shareholders sell or redeem their ProFund shares, they may
have a capital gain or loss, which will be long-term or
short-term, generally depending upon how long they have held
the shares. An exchange of ProFund shares may be treated as a
sale.
34 Share Prices, Classes & Tax information
<PAGE>
The tax consequences for tax deferred retirement accounts or
non-taxable shareholders will be different.
Please keep in mind:
oWhether a distribution by a ProFund is taxable to
shareholders as ordinary income or at the lower capital gains
rate depends on whether it is long-term capital gains of the
ProFund, not on how long an investor has owned shares of the
ProFund.
oDividends and distributions declared by a ProFund in October,
November or December of one year and paid in January of the
next year may be taxable in the year the ProFund declared
them.
oAs with all mutual funds, a ProFund may be required to
withhold U.S. federal income tax at the rate of 31% of all
taxable distributions and redemption proceeds, payable to
shareholders who fail to provide the ProFund with correct
taxpayer identification numbers or to make required
certifications, or who have been notified by the IRS that they
are subject to backup withholding. Backup withholding is not
an additional tax; rather, it is a way in which the IRS
ensures it will collect taxes otherwise due. Any amounts
withheld may be credited against the shareholder's U.S.
federal income tax liability. You also may be subject to a $50
fee to reimburse the ProFunds for any penalty that the IRS may
impose.
Please see the Statement of Additional Information for more
information. Because each investor's tax circumstances are
unique and because the tax laws are subject to change, ProFund
Advisors recommends that shareholders consult their tax
advisors about federal, state, local and foreign tax
consequences of investment in the ProFunds.
Classes of Shares
Investors in any of the ProFunds can purchase either Investor
Class shares directly, or Service Class shares through an
authorized firm, such as a registered investment advisor, a
bank or a trust company. Under a shareholder services plan for
Service Class shares, each ProFund may pay an authorized firm
up to 1.00% on an annualized basis of average daily net assets
attributable to its customers who are Service Class
shareholders.
Share Prices, Classes & Tax information 35
<PAGE>
For this fee, the authorized firms may provide a variety of
services, such as:
o receiving and processing shareholder orders,
o performing the accounting for the shareholder's account,
o maintaining retirement plan accounts,
o answering questions and handling correspondence for
individual accounts,
o acting as the sole shareholder of record for individual
shareholders,
o issuing shareholder reports and transaction confirmations,
o executing daily investment "sweep" functions, and
o furnishing investment advisory services.
Service class shareholders pay all fees and expenses
applicable to service class shares.
Because ProFunds adopted the shareholder services plan to
compensate authorized firms for providing the types of
services described above, ProFunds believes the shareholder
services plan is not covered by Rule 12b-1 under the
Investment Company Act of 1940, which relates to payment of
distribution fees. ProFunds does, however, follow the
procedural requirements of Rule 12b-1 in connection with the
implementation and administration of the shareholder services
plan.
An authorized firm generally represents in a service agreement
used in connection with the shareholder services plan that all
compensation payable to the authorized firm from its customers
in connection with the investment of their assets in ProFunds
will be disclosed by the authorized firm to its customers. It
also generally provides that all such compensation will be
authorized by the authorized firm's customers.
ProFunds does not monitor the actual services being performed
by an authorized firm under the plan and related service
agreement. ProFunds also does not monitor the reasonableness
of the total compensation that an authorized firm may receive,
including any service fee that an authorized firm may receive
from ProFunds and any compensation the authorized firm may
receive directly from its clients.
36 Share Prices, Classes & Tax information
<PAGE>
Shareholder Services
guide
Contacting ProFunds
By telephone: (888) 776-3637 or (614) 470-8122--
for investors
(888) 776-5717--a phone line dedicated
for use by financial professionals only
By mail: ProFunds
P.O. Box 182800
Columbus, OH 43218-2800
By overnight mail: ProFunds
c/o BISYS Fund Services
3435 Stelzer Road
Columbus, OH 43219
Minimum Investments
o$5,000 for discretionary accounts controlled by a financial
professional.
o$15,000 for self-directed accounts controlled directly by
investors.
These minimums apply to all accounts, including retirement
plans, and apply to the total value of an investor's initial
ProFunds investment. ProFunds reserves the right to reject or
refuse, at its discretion, any order for the purchase of a
ProFund's shares in whole or in part.
Shareholder Services guide 37
<PAGE>
Opening Your ProFunds Account
By mail: Send a completed application, along with a check
payable to "ProFunds," to the aforementioned address. Cash,
credit cards and credit card checks are not accepted. Please
contact ProFunds in advance if you wish to send third party
checks. All purchases must be made in U.S. dollars through a
U.S. bank.
By wire transfer: First, complete an application and fax it to
ProFunds at (800) 782-4797 (toll-free) or (614) 470-8718.
Next, call ProFunds at (888) 776-3637 (toll-free) or (614)
470-8122 to a) confirm receipt of the faxed application, b)
request your new account number, c) inform ProFunds of the
amount to be wired and d) receive a confirmation number for
your purchase order. After receiving your confirmation number,
instruct your bank to transfer money by wire to:
UMB Bank, N.A.
Kansas City, MO
Routing/ABA #:101000695
ProFunds DDA #9870857952
For further credit to: Your name, the name of the
ProFund(s), and your ProFunds account number
Confirmation number: The confirmation number given to you by
the ProFunds representative
After faxing a copy of the completed application, send the
original to ProFunds via mail or overnight delivery. The
addresses are shown above under "Contacting ProFunds-By mail."
Instructions, written or telephonic, given to ProFunds for
wire transfer requests do not constitute a purchase order
until the wire transfer has been received by ProFunds. The
ProFunds are not liable for any loss incurred due to a wire
transfer not having been received.
Please note that your bank may charge a fee to send or receive
wires.
38 Shareholder Services guide
<PAGE>
Establishing Accounts For Tax-Sheltered Retirement Plans
The ProFunds sponsor Individual Retirement Accounts ("IRAs")
that enable individual investors to set up their own
retirement savings programs. ProFund Advisors charges an
annual fee of $15 per social security number for all types of
IRAs to pay for the extra maintenance and tax reporting that
these plans require. Investors in other types of retirement
plans also may invest in the ProFunds. For additional
information and an application, contact ProFunds directly by
phone or at the above address.
Purchasing Additional ProFunds Shares
By mail: Send a check payable to "ProFunds", noting the
ProFund and account number, to the aforementioned address.
Cash, credit cards, and credit card checks are not accepted.
Please contact ProFunds in advance if you wish to send third
party checks. All purchases need to be made in U.S. dollars
through a U.S. bank.
By wire transfer: Call ProFunds to inform us of the amount you
will be wiring and receive a confirmation number.
You can then instruct your bank to transfer your funds to:
UMB Bank, N.A.
Kansas City, MO
Routing/ABA #:101000695
ProFunds DDA #9870857952
For further credit to: Your name, the name of the
ProFund(s), and your ProFunds account number.
Confirmation number: The confirmation number given to you by
the ProFunds representative.
Instructions, written or telephonic, given to ProFunds for
wire transfer requests do not constitute a purchase order
until the wire transfer has been received by ProFunds.
ProFunds is not liable for any loss incurred due to a wire
transfer not having been received.
Please note that your bank may charge a fee to send or receive
wires.
Shareholder Services guide 39
<PAGE>
Please keep in mind when purchasing shares:
o The minimum subsequent purchase amount is $100.
o ProFunds prices shares you purchase at the price per share
next computed after we receive your purchase order in good
order. To be in good order, a purchase order must include a
properly completed application and wire, check or other form
of payment.
o A wire order is considered in good order only if (i) you
have called ProFunds under the procedures described above and
(ii) ProFunds receives and accepts your wire. ProFunds only
accepts wires during the times it processes wires: between
8:00 a.m. and 3:30 p.m., Eastern time for all ProFunds except
that UltraEurope ProFund does not receive and process wires
from 11:00 a.m. through 2:00 p.m., Eastern time. Wires
received after ProFunds' wire processing times will be
processed as of the next time that orders are processed. If
the primary exchange or market on which a ProFund transacts
business closes early, the above cut-off time will be 25
minutes prior to the close of such exchange or market.
o If your purchase is cancelled, you will be responsible for
any losses that may result from any decline in the value of
the cancelled purchase. ProFunds (or its agents) have the
authority to redeem shares in your account(s) to cover any
losses due to fluctuations in share price. Any profit on a
cancelled transaction will accrue to the ProFunds.
o Securities brokers and dealers have the responsibility of
transmitting your orders promptly. Brokers and dealers may
charge transaction fees on the purchase and/or sale of
ProFunds shares.
40 Shareholder Services Guide
<PAGE>
Exchanges
Shareholders can exchange shares of either class of any
ProFund for shares of either class of another ProFund,
including ProFunds not described in this prospectus, free of
charge. ProFunds can only honor exchanges between accounts
registered in the same name, and having the same address and
taxpayer identification number.
ProFunds accepts exchange orders by phone, in writing or
through the Internet, except that the ProFunds do not accept
exchange orders through the Internet for the UltraEurope
ProFund. You will need to specify the number of shares, or the
percentage or dollar value of the shares you wish to exchange,
and the ProFunds (and classes of shares) involved in the
transaction.
By telephone: Exchange orders between ProFunds can be accepted
by phone between 8:00 a.m. and 3:50 p.m. and between 4:30 p.m.
and 9:00 p.m., Eastern time, with the exception that ProFunds
does not accept exchange orders involving the UltraEurope
ProFund between 11:00 a.m. and 2:00 p.m., Eastern time. If the
primary exchange or market (generally, the CME) on which a
ProFund transacts business closes early, the above cut-off
time will be 25 minutes prior to the close of such exchange or
market.
By Internet: Shareholders may transact on-line exchanges of
shares of the ProFunds, except exchanges of shares of the
UltraEurope ProFund, at ProFunds' website (www.profunds.com).
To access this service through the website, click on the
"Trade/ Access Account" Icon and you will be prompted to enter
your Social Security Number. Follow the instructions to
establish your Personal Identification Number (PIN) which will
allow you to execute exchanges between ProFunds and access
ProFunds account information. Internet exchange orders between
the ProFunds can be accepted between 8:00 a.m. and 3:55 p.m.
and between 4:30 p.m. and 9:00 p.m., Eastern time. If the
primary
Shareholder Services Guide 41
<PAGE>
exchange or market on which a ProFund transacts business
closes early, the above cut off time will be 25 minutes prior
to the close of such exchange or market.
Internet exchange transactions are extremely convenient, but
are not free from risk. To ensure that all Internet
transactions are safe, secure and as risk-free as possible,
ProFunds has instituted certain safeguards and procedures for
determining the identity of website users. As a result,
neither ProFunds nor its transfer agent will be responsible
for any loss, liability, cost or expense for following
Internet instructions they reasonably believe to be genuine.
If you or your intermediary make exchange requests by the
Internet, you will generally bear the risk of loss.
The ProFunds may terminate the ability to exchange ProFund
shares on its website at any time, in which case you may
continue to exchange shares by phone or in writing.
Please keep in mind when exchanging shares:
o An exchange actually is a redemption (sale) of shares of one
ProFund and a purchase of shares of another ProFund.
o If both ProFunds involved in the exchange have their
respective net asset values calculated at the same time then
both the sale and the buy will occur simultaneously.
For example, assume you were to exchange Money Market
ProFund for UltraOTC ProFund and the order was placed before
3:50 p.m., Eastern time, on any business day. The net asset
values for both ProFunds involved in the transaction are
computed at the same time. Therefore, both the price of the
shares sold out of Money Market ProFund and the shares
purchased into UltraOTC ProFund would be determined
simultaneously when the net asset values are next computed,
normally 4:00 p.m., Eastern time.
o If the exchange involves ProFunds that calculate their net
asset values at different times, you will receive the net
asset value next computed for the redemption transaction. The
purchase transaction will receive the price next determined
after the redemption transaction is completed, with one
exception as described below. The proceeds from the redemption
transaction
42 Shareholder Services Guide
<PAGE>
will not be invested during the intervening period and will
not earn interest during that time.
For example, assume you were to exchange UltraBull ProFund
for UltraEurope ProFund and the order was placed prior to
3:50 p.m., Eastern time, on a business day of the UltraBull
ProFund. The net asset values of UltraEurope and UltraBull
ProFunds are not determined at the same time. As a result,
the components of the exchange would be valued at two
different times. First, the sale from UltraBull ProFund
would be priced using the next computed net asset value,
which would be determined normally at 4:00 p.m., Eastern
time, on such day. Second, the buy into UltraEurope ProFund
would receive the net asset value of UltraEurope ProFund
next determined after the redemption from UltraBull ProFund.
That determination of the net asset value of UltraEurope
ProFund would normally take place at 2:00 p.m., Eastern
time, on the next business day of UltraEurope ProFund.
An exception to the above exchange transaction policies covers
exchange requests from the Money Market ProFund to the
UltraEurope ProFund, received after 4:00 p.m. on one business
day and prior to 11:00 a.m. on the next business day. In such
an exchange, you will receive the price next computed after
the exchange request is made for both the redemption and the
purchase transactions involved in the exchange. You will be
responsible for any losses if sufficient redemption proceeds
are not available to pay the purchase price of shares
purchased.
o Please note that during certain periods, it may take several
days for exchanges to be completed due to holidays.
o The minimum exchange for self-directed accounts is $1,000
or, if less, the account's current value.
o You may exchange, on a regular basis, shares of the Money
Market ProFund for shares of other ProFunds through an
Automatic Exchange Plan. For more information on this option,
please call ProFunds at 888-776-3637.
o Before executing an exchange between the Profunds described
in this prospectus for shares of another ProFund, a
shareholder must first review the prospectus related to the
other ProFund. Such prospectus may be obtained by contacting
the ProFunds by letter or telephone at the address or phone
number noted on the back cover of this prospectus, or by
visiting the ProFunds' website (www.profunds.com).
Shareholder Services Guide 43
<PAGE>
Redeeming ProFund Shares
You can redeem all or part of your shares at the price next
determined after we receive your request. ProFunds other than
UltraEurope ProFund only accept redemption orders by phone
between 8:00 a.m. and 3:50 p.m. and between 4:30 p.m. and 9:00
p.m., Eastern time. UltraEurope ProFund accepts telephone
redemption orders only between 8:00 a.m. and 11:00 a.m. and
2:00 p.m. and 9:00 p.m., Eastern time. ProFunds may not
receive or accept phone redemption orders at any other time.
If the primary exchange or market on which a ProFund (other
than the UltraEurope ProFund) transacts business closes early,
the above cut-off time will be 25 minutes prior to the close
of such exchange or market.
Written Redemptions
To redeem all or part of your shares in writing, your request
needs to include the following information:
o the name of the ProFund(s),
o the account number(s),
o the amount of money or number of shares being redeemed,
o the name(s) of the account owners,
o the signature(s) of all registered account owners, and
o your daytime telephone number.
Wire Redemptions
If your account is authorized for wire redemption, your
proceeds will be wired directly into the bank account you have
designated. The ProFunds charge a $15 service fee for a wire
transfer of redemption proceeds, and your bank may charge an
additional fee to receive the wire. If you would like to
establish this option on an existing account, please call
ProFunds to request the appropriate form. Wire redemptions are
not available for retirement accounts.
44 Shareholder Services Guide
<PAGE>
Signature Guarantee
Certain redemption requests must include a signature
guarantee. Your request needs to be in writing and include a
signature guarantee if any of the following situations apply:
o Your account registration or address has changed within the
last 30 calendar days.
o The check is being mailed to a different address than the
one on your account.
o The check or wire is being made payable to someone other
than the account owner.
o The redemption proceeds are being transferred to an account
with a different registration.
o You wish to redeem more than $100,000.
o You are adding or changing wire instructions on your
account.
o Other unusual situations as determined by ProFund's transfer
agent.
Signature guarantees may be provided by an eligible guarantor
institution such as a commercial bank, an NASD member firm
such as a stock broker, a savings association or a national
securities exchange.
Please keep in mind when redeeming shares:
o Redemptions from self-directed accounts must be for at least
$1,000 or, if less, for the account's entire current value.
The remaining balance needs to be above the applicable minimum
investment.
o The ProFunds normally remit redemption proceeds within seven
days of redemption. For redemption of shares purchased by
check or Automatic Investment, ProFunds may wait up to
15 days before sending redemption proceeds to assure that its
transfer agent has collected the purchase payment.
o ProFunds will remit payment of telephone redemptions only to
the address or bank of record on the account application. You
must submit, in writing, a request for payment to any other
address, along with a signature guarantee from a financial
service organization.
Shareholder Services Guide 45
<PAGE>
o To redeem shares in a retirement account, your request needs
to be in writing, except for exchanges to other ProFunds,
which can be requested by phone or in writing. Call the
ProFunds to request a retirement distribution form.
o Involuntary Redemptions: ProFunds reserves the right to
redeem involuntarily an investor's account, including a
retirement account, which falls below the applicable minimum
investment in total value in the ProFunds due to redemption.
In addition, both a request for a partial redemption by an
investor whose account balance is below the minimum investment
and a request for partial redemption by an investor that would
bring the account below the minimum investment will be treated
as a request by the investor for a complete redemption of the
account.
o Redemption proceeds from the UltraEurope ProFund are made
within seven business days after the business date of the
redemption. The business date of these redemptions may be the
business day following the day your redemption request reaches
ProFunds.
o Money Market ProFund shares begin accruing dividends on the
day ProFund's transfer agent, BISYS Fund Services, receives a
purchase order and payment in the form of a Federal funds
wire. Purchases by check begin earning dividends the business
day following the business day the check is received. They
continue to earn dividends until the business day that BISYS
Fund Services has processed the redemption order.
Suspension of Redemptions
Your right of redemption may be suspended, or the date of
payment postponed: (i) for any period during which the NYSE or
the Federal Reserve Bank of New York is closed (other than
customary weekend or holiday closings) or trading on the NYSE,
or other securities exchanges or markets as appropriate, is
restricted, as determined by the Securities and Exchange
Commission ("SEC"); (ii) for any period during which an
emergency exists, as determined by the SEC, so that disposal
of a ProFund's investments or the determination of its net
asset value
46 Shareholder Services Guide
<PAGE>
is not reasonably practicable; or (iii) for such other periods
as the SEC, by order, may permit for protection of ProFunds'
investors.
Draft Checks
You may elect to redeem shares of the Money Market ProFund by
draft check ($500 minimum) made payable to the order of any
person or institution. If you are interested in this option,
you must submit a completed signature card to ProFunds. You
will then be supplied with draft checks that are drawn on the
Money Market ProFund's account. There is a $25 fee for stop
payment requests on draft checks. This option is not available
to Individual Retirement Account shareholders.
Automatic Investment and Redemption Plans
Shareholders may buy and redeem shares automatically on a
monthly, bimonthly, quarterly or annual basis. The minimum
automatic purchase is $100 and the minimum automatic
redemption is $500. These minimums are waived for IRA
shareholders 70 1/2 years of age or older.
About Telephone Transactions
o It may be difficult to reach ProFunds by telephone during
periods of heavy market activity or other times. If you are
unable to reach us by telephone, consider sending written
instructions.
o You may initiate numerous transactions by telephone. Please
note, however, that the ProFunds and their agents will not be
responsible for losses resulting from unauthorized
transactions when procedures designed to verify the identity
of the caller are followed.
Shareholder Services Guide 47
<PAGE>
[This page intentionally left blank]
48
<PAGE>
ProFunds
management
Board of Trustees and Officers
The ProFunds' Board of Trustees is responsible for the general
supervision of the ProFunds. The ProFunds' officers are
responsible for day-to-day operations of the ProFunds.
Investment Advisors
ProFund Advisors LLC
ProFund Advisors LLC, located at 7900 Wisconsin Avenue, Suite
300, Bethesda, Maryland 20814, serves as the investment
advisor to all of the ProFunds except for the Money Market
ProFund, providing investment advice and management services.
ProFund Advisors oversees the investment and reinvestment of
the assets in each Benchmark ProFund. It is entitled to
receive fees equal to 0.75% of the average daily net assets of
each Benchmark ProFund, except the UltraEurope ProFund and
UltraJapan ProFund, for which it is entitled to receive fees
equal to 0.90% of the average daily net assets of each such
ProFund. ProFund Advisors bears the costs of providing
advisory services. During the year ended December 31, 1999
each operating Benchmark ProFund (which excludes the
UltraMid-Cap, UltraSmall-Cap and UltraJapan ProFunds) paid
ProFund Advisors fees in the following amounts:
Fees Paid (as a percentage of average daily net assets)
Bull ProFund 0.69% Bear ProFund 0.58%
UltraBull ProFund 0.75% UltraBear ProFund 0.75%
UltraOTC ProFund 0.75% UltraShort OTC ProFund 0.75%
UltraEurope ProFund 0.00%
ProFunds Management 49
<PAGE>
Michael L. Sapir, Chairman and Chief Executive Officer of
ProFund Advisors LLC, formerly served as senior vice president
of Padco Advisors, Inc., which advised Rydex(R) Funds. In
addition, Mr. Sapir practiced law, primarily representing
financial institutions for over 13 years, most recently as a
partner in a Washington-based law firm. He holds degrees from
Georgetown University Law Center (J.D.) and University of
Miami (M.B.A. and B.A.).
Louis M. Mayberg, President of ProFund Advisors LLC,
co-founded National Capital Companies, L.L.C., an investment
bank specializing in financial service companies mergers and
acquisitions and equity underwritings in 1986, and managed its
financial services hedge fund. He holds a Bachelor of Business
Administration degree with a major in Finance from George
Washington University.
William E. Seale, Ph.D., Director of Portfolio for ProFund
Advisors LLC, has more than 30 years of experience in the
financial markets. His background includes a five-year
presidential appointment as a commissioner of the U.S.
Commodity Futures Trading Commission and Chairman of the
Finance Department at George Washington University. He earned
his degrees at University of Kentucky.
Each Benchmark ProFund is managed by an investment team
chaired by Dr. Seale.
Bankers Trust Company
The Money Market ProFund seeks to achieve its investment
objective by investing all of its assets in a portfolio
managed by Bankers Trust Company, with headquarters at 130
Liberty Street, New York, NY 10006. Bankers Trust makes the
Portfolio's investment decisions and assumes responsibility
for the securities the Portfolio owns. It receives a fee equal
to 0.15% of the average daily net assets of the Portfolio.
As of December 31, 1999, Bankers Trust had total assets
of approximately $270 billion under management. Bankers Trust
50 ProFunds Management
<PAGE>
Company is dedicated to servicing the needs of corporations,
governments, financial institutions and private clients and
has invested retirement assets on behalf of the nation's
largest corporations for more than 50 years. The scope of the
firm's capability is broad--it is a leader in both the active
and passive quantitative investment disciplines and maintains
a major presence in stock and bond markets worldwide.
Other Service Providers
BISYS Fund Services, located at 3435 Stelzer Road, Suite 1000,
Columbus, Ohio 43219, acts as the administrator to the
ProFunds, providing operations, compliance and administrative
services. Each ProFund pays BISYS a fee, on a sliding scale,
for its administrative services. For average daily net assets
up to $300 million, the fee is 0.15% of the assets, and it
declines to 0.05% for average daily net assets of $1 billion
or more.
ProFund Advisors also performs client support and
administrative services for the ProFunds. ProFund Advisors is
entitled to receive fees equal to 0.15% of average daily net
assets of each Benchmark ProFund for such services. During the
year ended December 31, 1999, each operating Benchmark ProFund
(which excludes the UltraMid-Cap, UltraSmall-Cap and
UltraJapan ProFunds) paid ProFund Advisors fees in the
following amounts:
Fees Paid (as a percentage of average daily net assets)
Bull ProFund 0.08% Bear ProFund 0.02%
UltraBull ProFund 0.15% UltraBear ProFund 0.15%
UltraOTC ProFund 0.15% UltraShort OTC ProFund 0.15%
UltraEurope ProFund 0.00%
During the year ended December 31, 1999, ProFund Advisors
received fees equal to 0.35% of average daily net assets from
the Money Market ProFund for client support and administrative
services, and for feeder fund management, administration and
reporting with respect to the Money Market ProFund's
relationship to the Portfolio.
ProFunds Management 51
<PAGE>
Other Information
"Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard &
Poor's 500(R),""500(R)", and "S&P MidCap 400 Index" are
trademarks of The McGraw-Hill Companies, Inc. and have been
licensed for use by ProFunds. "Russell 2000(R) Index" is a
trademark of the FrankRussell Company. "NASDAQ 100 Index" is a
trademark of the NASDAQ Stock Markets, Inc. ("NASDAQ"). The
ProFunds are not sponsored, endorsed, sold or promoted by
Standard & Poor's or NASDAQ or the Frank Russell Company and
neither Standard & Poor's nor NASDAQ nor the Frank Russell
Company makes any representation regarding the advisability of
investing in ProFunds.
If a ProFund does not grow to a size to permit it to be
economically viable, the Fund may cease operations. In such an
event, investors may be required to liquidate or transfer
their investments at an inopportune time.
(Please see the Statement of Additional Information which sets
forth certain additional disclaimers and limitations of
liabilities on behalf of S&P).
52 ProFunds Management
<PAGE>
Financial
highlights
The following tables provide a picture of the performance of
each share class of the ProFunds for each year ended December
31 since inception. No information is presented for the
UltraMid-Cap ProFund, UltraSmall-Cap ProFund and UltraJapan
ProFund as these ProFunds were not in existence as of December
31, 1999. The total return information selected represents the
rate of return and the per share operating performance that an
investor would have earned on an investment in a ProFund,
assuming reinvestment of all dividends and distributions. This
information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report on the financial
statements of the ProFunds appears in the ProFunds' annual
report for the fiscal year ended December 31, 1999. The annual
report is available free of charge by phoning 888-776-3637.
Financial Highlights 53
<PAGE>
Bull ProFund
Financial Highlights
For a share of beneficial interest outstanding
<TABLE>
<CAPTION>
Investor Class Service Class
For the For the For the period For the For the For the period
year year from Dec. 2, year year from Dec. 2,
Ended Ended 1997(a) Ended Ended 1997(a)
Dec. 31, Dec. 31, to Dec. 31, Dec. 31, Dec. 31, to Dec. 31,
1999 1998 1997 1999 1998 1997
---------------------------------- ----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, $62.48 $49.45 $50.00 $62.12 $49.45 $50.00
beginning of period
------------------------------------------------------------------------------------------------------------------------
Net investment income 0.34 1.63(d) 0.10 0.11 1.08(d) --
------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized 10.41 11.49 (0.65) 9.79 11.64 (0.55)
gain/(loss) on investment ------ ------ ------ ----- ------ ------
transactions and futures
contracts
------------------------------------------------------------------------------------------------------------------------
Total income/(loss) from 10.75 13.12 (0.55) 9.90 12.72 (0.55)
investment operations
------------------------------------------------------------------------------------------------------------------------
Distribution to Shareholders
from:
Net investment income (0.02) (0.04) -- -- --(e) --
------------------------------------------------------------------------------------------------------------------------
Net realized gains on (0.01) (0.05) -- (0.01) (0.05) --
investment transactions ------ ------ ------ ----- ------ ------
and futures contracts
------------------------------------------------------------------------------------------------------------------------
Total distributions (0.03) (0.09) -- (0.01) (0.05) --
------------------------------------------------------------------------------------------------------------------------
Net asset value, end of
period $73.20 $62.48 $49.45 $72.01 $62.12 $49.45
====== ====== ====== ====== ====== ======
------------------------------------------------------------------------------------------------------------------------
Total Return 17.18% 26.57% (1.10)%(b) 15.97% 25.68% (1.10)%(b)
------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of
period $116,208,049 $7,543,922 $46,281 $30,879,600 $589,547 $10
------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to 1.40% 1.63% 1.33%(c) 2.35% 2.67% 1.33%(c)
average net assets
------------------------------------------------------------------------------------------------------------------------
Ratio of net investment 1.96% 2.84% 2.97%(c) 0.70% 1.89% 0.00%(c)
income to average
net assets
------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net 1.53% 2.40% 423.48%(c) 2.48% 3.30% 424.48%(c)
assets (before reimbursements)*
------------------------------------------------------------------------------------------------------------------------
Portfolio Turnover(f) 1288% -- -- 1288% -- --
* During the period, certain fees were voluntarily reduced and/or reimbursed.
If such voluntary fee reductions and/or reimbursements had not occurred, the
ratio would have been as indicated.
(a) Commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Per share net investment income has been calculated using the daily average
shares method.
(e) Distribution per share was less than $0.005
(f) Portfolio turnover is calculated on the basis of the fund as a whole without
distinguishing between the classes of shares issued.
</TABLE>
54 Financial Highlights
<PAGE>
UltraBull ProFund
Financial Highlights
For a share of beneficial interest outstanding
<TABLE>
<CAPTION>
Investor Class Service Class
For the For the For the period For the For the For the period
year year from Nov. 28, year year from Nov. 28,
ended ended 1997(a) ended ended 1997(a)
Dec. 31, Dec. 31, to Dec. 31, Dec. 31, Dec. 31, to Dec. 31,
1999 1998 1997 1999 1998 1997
-------------------------------------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, $18.36 $12.86 $12.50 $18.19 $12.86 $12.50
beginning of period* ------ ------ ------ ------ ------ ------
--------------------------------------------------------------------------------------------------------------------------
Net investment income 0.35 0.39(d) 0.01 0.08 0.24(d) 0.01
--------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized 5.08 5.13 0.35 5.09 5.10 0.35
gain on investment transactions ------ ------ ------ ------ ------ ------
and futures contracts
--------------------------------------------------------------------------------------------------------------------------
Total income from 5.43 5.52 0.36 5.17 5.34 0.36
investment operations
--------------------------------------------------------------------------------------------------------------------------
Distribution to Shareholders from:
Net investment income (0.03) (0.01) -- -- --(e) --
--------------------------------------------------------------------------------------------------------------------------
Net realized gains on investment -- (0.01) -- -- (0.01) --
transactions and futures contracts
--------------------------------------------------------------------------------------------------------------------------
In excess of net realized gains on
investments and futures contracts (0.09) -- -- (0.09) -- --
------ ------ ------ ------ ------ ------
--------------------------------------------------------------------------------------------------------------------------
Total distributions (0.12) (0.02) -- (0.09) (0.01) --
--------------------------------------------------------------------------------------------------------------------------
Net asset value, end of
period $23.67 $18.36 $12.86 $23.27 $18.19 $12.86
====== ====== ====== ====== ====== ======
--------------------------------------------------------------------------------------------------------------------------
Total Return 29.56% 42.95% 2.90%(b) 28.42% 41.48% 2.90%(b)
--------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets at end of period $155,987,050 $90,854,397 $6,043,740 $70,219,680 $10,991,484 $2,394,297
--------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to 1.34% 1.50% 1.33%(c) 2.34% 2.39% 1.33%(c)
average net assets
--------------------------------------------------------------------------------------------------------------------------
Ratio of net investment 1.99% 2.43% 2.26%(c) 0.79% 1.53% 1.69%(c)
income to average
net assets
--------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net 1.36% 1.70% 12.69%(c) 2.36% 2.84% 13.69%(c)
assets (before reimbursements)**
--------------------------------------------------------------------------------------------------------------------------
Portfolio Turnover(f) 764% -- -- 764% -- --
* Adjusted for 4:1 stock split that occurred on July 16, 1999.
** During the period, certain fees were voluntarily reduced and/or reimbursed.
If such voluntary fee reductions and/or reimbursements had not occurred, the
ratio would have been as indicated.
(a) Commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Per share net investment income has been calculated using the daily average
shares method.
(e) Distribution per share was less than $0.005
(f) Portfolio turnover is calculated on the basis of the fund as a whole without
distinguishing between the classes of shares issued.
</TABLE>
Financial Highlights 55
<PAGE>
UltraOTC ProFund
Financial Highlights
For a share of beneficial interest outstanding
<TABLE>
<CAPTION>
Investor Class Service Class
For the For the For the period For the For the For the period
year year from Dec. 2, year year from Dec. 2,
ended ended 1997(a) ended ended 1997(a)
Dec. 31, Dec. 31, to Dec. 31, Dec. 31, Dec. 31, to Dec. 31,
1999 1998 1997 1999 1998 1997
--------------------------------------------- -------------------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, $ 29.82 $ 10.45 $12.50 $ 29.68 $ 10.45 $12.50
beginning of period* ------- ------- ------ ------- ------- ------
-------------------------------------------------------------------------------------------------------------------------------
Net investment income (0.16) 0.20(d) 0.08 (0.64) 0.10(d) --
-------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized 69.68 19.17 (2.13) 68.82 19.13 (2.05)
gain/(loss) on investment ------- ------- ------ ------- ------- ------
transactions and futures contracts
-------------------------------------------------------------------------------------------------------------------------------
Total income/(loss) from 69.52 19.37 (2.05) 68.18 19.23 (2.05)
investment operations
-------------------------------------------------------------------------------------------------------------------------------
Distribution to Shareholders from:
Net investment income --(e) --(e) -- -- --(e) --
-------------------------------------------------------------------------------------------------------------------------------
Net realized gains on investments (0.46) -- -- (0.46) -- --
and futures contracts ------- ------- ------ ------- ------- ------
-------------------------------------------------------------------------------------------------------------------------------
Total distributions (0.46) -- -- (0.46) -- --
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 98.88 $29.82 $10.45 $ 97.40 $29.68 $10.45
======= ======= ====== ======= ======= ======
-------------------------------------------------------------------------------------------------------------------------------
Total return 233.25% 185.34% (16.40)%(b) 229.73% 183.98% (16.40)%(b)
-------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period $1,216,220,142 $239,017,203 $256,184 $134,837,724 $32,391,937 $663,984
-------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to 1.31% 1.47% 1.07%(c) 2.30% 2.38% 1.75%(c)
average net assets
-------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment (0.50)% 1.05% 2.73%(c) (1.49)% 0.07% (0.06)%(c)
income to average
net assets
-------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net 1.33% 1.67% 21.74%(c) 2.32% 2.61% 23.42%(c)
assets (before reimbursements)**
-------------------------------------------------------------------------------------------------------------------------------
Portfolio Turnover(f) 670% 156% -- 670% 156% --
* Adjusted for 4:1 stock split that occurred on July 16, 1999.
** During the period, certain fees were voluntarily reduced and/or reimbursed.
If such voluntary fee reductions and/or reimbursements had not occurred, the
ratio would have been as indicated.
(a) Commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Per share net investment income has been calculated using the daily average
shares method.
(e) Distribution per share was less than $0.005
(f) Portfolio turnover is calculated on the basis of the fund as a whole without
distinguishing between the classes of shares issued.
</TABLE>
56 Financial Highlights
<PAGE>
UltraEurope ProFund
Financial Highlights
For a share of beneficial interest outstanding
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Investor Class Service Class
For the period For the period
from March 15, from March 15,
1999(a) 1999(a)
through Dec. 31, through Dec. 31,
1999 1999
---------------------------------------
<S> <C> <C>
Net asset value, beginning of period $30.00 $30.00
------ ------
-------------------------------------------------------------------------------------------------------------------
Net investment income 0.19 0.03
-------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain/(loss) on investment 10.80 10.69
transactions and futures contracts ------ ------
-------------------------------------------------------------------------------------------------------------------
Total income/(loss) from investment operations 10.99 10.72
-------------------------------------------------------------------------------------------------------------------
Distribution to Shareholders from:
Net investment income -- --
-------------------------------------------------------------------------------------------------------------------
Total distributions -- --
-------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $40.99 $40.72
====== ======
-------------------------------------------------------------------------------------------------------------------
Total Return 36.63%(b) 35.73%(b)
-------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period $5,560,299 $18,960,052
-------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets 1.53%(c) 2.50%(c)
-------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets 1.79%(c) 0.46%(c)
-------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (before reimbursements)* 2.53%(c) 3.58%(c)
-------------------------------------------------------------------------------------------------------------------
Portfolio Turnover(d) 514% 514%
* During the period, certain fees were voluntarily reduced and/or reimbursed.
If such voluntary fee reductions and/or reimbursements had not occurred, the
ratio would have been as indicated.
(a) Commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the fund as a whole without
distinguishing between the classes of shares issued.
</TABLE>
Financial Highlights 57
<PAGE>
Bear ProFund
Financial Highlights
For a share of beneficial interest outstanding
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Investor Class Service Class
For the For the For the period For the For the For the period
year year from Dec. 31, year year from Dec. 31,
ended ended 1997(a) ended ended 1997(a)
Dec. 31, Dec. 31, to Dec. 31, Dec. 31, Dec. 31, to Dec. 31,
1999 1998 1997 1999 1998 1997
------------------------------------ --------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, $39.88 $50.00 $50.00 $39.76 $50.00 $50.00
beginning of period ------- ------- ------ ------- ------- ------
-------------------------------------------------------------------------------------------------------------------------
Net investment income 1.10(d) 1.47(d) -- 0.63(d) 0.87(d) --
-------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized (5.97) (11.22) -- (5.92) (10.88) --
(loss) on investment transactions ------- ------- ------ ------- ------- ------
and futures contracts
-------------------------------------------------------------------------------------------------------------------------
Total (loss) from (4.87) (9.75) -- (5.29) (10.01) --
investment operations
-------------------------------------------------------------------------------------------------------------------------
Distribution to Shareholders from:
Net investment income (4.83) (0.37) -- (4.61) (0.23) --
-------------------------------------------------------------------------------------------------------------------------
Net realized gains on -- --(e) -- -- --(e) --
investment transactions ------- ------- ------ ------- ------- ------
and futures contracts
-------------------------------------------------------------------------------------------------------------------------
Total distributions (4.83) (0.37) -- (4.61) (0.23) --
-------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $30.18 $39.88 $50.00 $29.86 $39.76 $50.00
======= ======= ====== ======= ======= ======
-------------------------------------------------------------------------------------------------------------------------
Total return (12.32)% (19.46)% 0.00%(b) (13.32)% (20.04)% 0.00%(b)
-------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period $2,330,573 $4,166,787 $2,516,412 $1,095,326 $379,670 $10
-------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to 1.40% 1.54% 0.00%(c) 2.23% 2.49% 0.00%(c)
average net assets
-------------------------------------------------------------------------------------------------------------------------
Ratio of net investment 2.86% 3.12% 0.00%(c) 1.69% 1.90% 0.00%(c)
income to average
net assets
-------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net 1.68% 3.26% 325.97%(c) 2.91% 4.09% 326.97%(c)
assets (before reimbursements)*
-------------------------------------------------------------------------------------------------------------------------
Portfolio Turnover(f) 1215% -- -- 1215% -- --
* During the period, certain fees were voluntarily reduced and/or reimbursed.
If such voluntary fee reductions and/or reimbursements had not occurred, the
ratio would have been as indicated.
(a) Commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Per share net investment income has been calculated using the daily average
shares method.
(e) Distribution per share was less than $0.005
(f) Portfolio turnover is calculated on the basis of the fund as a whole without
distinguishing between the classes of shares issued.
</TABLE>
58 Financial Highlights
<PAGE>
UltraBear ProFund
Financial Highlights
For a share of beneficial interest outstanding
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Investor Class Service Class
For the For the For the period For the For the For the period
year year from Dec. 23, year year from Dec. 23,
ended ended 1997(a) ended ended 1997(a)
Dec. 31, Dec. 31, to Dec. 31, Dec. 31, Dec. 31, to Dec. 31,
1999 1998 1997 1999 1998 1997
-------------------------------------- ---------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, $31.88 $51.80 $50.00 $31.83 $51.75 $50.00
beginning of period ------- ------- -------- ------- ------- ------
--------------------------------------------------------------------------------------------------------------------------------
Net investment income 0.84 1.16(d) 6,082.50(e) 0.54 0.75(d) --
--------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized (10.55) (21.04) (6,080.70)(e) (10.45) (20.67) 1.75
gain/(loss) on investment ------- ------- -------- ------- ------- ------
transactions and futures contracts
--------------------------------------------------------------------------------------------------------------------------------
Total income/(loss) from (9.71) (19.88) 1.80 (9.91) (19.92) 1.75
investment operations
--------------------------------------------------------------------------------------------------------------------------------
Distribution to Shareholders from:
Net investment income (0.86) (0.04) -- (0.41) -- --
------- ------- -------- ------- ------- ------
--------------------------------------------------------------------------------------------------------------------------------
Total distributions (0.86) (0.04) -- (0.41) -- --
--------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $21.31 $31.88 $51.80 $21.51 $31.83 $51.75
======= ======== ======= ======= ======= ======
--------------------------------------------------------------------------------------------------------------------------------
Total Return (30.54)% (38.34)% 3.60%(b) (31.20)% (38.45)% 3.50%(b)
--------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period $32,534,046 $27,939,876 $21 $4,289,259 $3,012,328 $10
--------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to 1.41% 1.57% 1.33%(c) 2.41% 2.45% 1.33%(c)
average net assets
--------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment 2.20% 2.73% 2.97%(c) 1.21% 1.74% 0.00%(c)
income to average
net assets
--------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net 1.43% 1.78% 32.39%(c) 2.42% 2.74% 33.39%(c)
assets (before reimbursements)*
--------------------------------------------------------------------------------------------------------------------------------
Portfolio Turnover(f) 1137% -- -- 1137% -- --
* During the period, certain fees were voluntarily reduced and/or reimbursed.
If such voluntary fee reductions and/or reimbursements had not occurred, the
ratio would have been as indicated.
(a) Commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Per share net investment income has been calculated using the daily average
shares method.
(e) The amount shown for a share outstanding throughout the period does not
accord with the earned income or the change in aggregate gains and losses in
the portfolio of securities during the period because of the timing of sales
and purchases of fund shares in relation to fluctuating market values during
the period.
(f) Portfolio turnover is calculated on the basis of the fund as a whole without
distinguishing between the classes of shares issued.
</TABLE>
Financial Highlights 59
<PAGE>
UltraShort OTC ProFund
Financial Highlights
For a share of beneficial interest outstanding
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Investor Class Service Class
For the period For the period
For the from June 2, 1998(a) For the from June 2, 1998(a)
year ended through year ended through
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1999 Dec.31, 1998
-------------- ----------------- ------------- -----------------
<S> <C> <C> <C> <C>
Net asset value, $243.60 $750.00 $243.60 $750.00
beginning of period* ------- ------- ------- -------
----------------------------------------------------------------------------------------------------------------------
Net investment income 1.82 3.90(d) 1.11 1.50(d)
----------------------------------------------------------------------------------------------------------------------
Net realized and unrealized (197.61) (510.30) (197.45) (507.90)
(loss) on investment transactions ------- ------- ------- -------
and futures contracts
----------------------------------------------------------------------------------------------------------------------
Total (loss) from (195.79) (506.40) (196.34) (506.40)
investment operations
----------------------------------------------------------------------------------------------------------------------
Distribution to Shareholders from:
Net investment income (1.83) --(e) (0.89) --
------- ------- ------- -------
----------------------------------------------------------------------------------------------------------------------
Total distributions (1.83) -- (0.89) --
Net asset value, end of period $45.98 $243.60 $46.37 $243.60
====== ======= ====== =======
----------------------------------------------------------------------------------------------------------------------
Total Return (80.36)% (67.48)%(b) (80.62)% (67.50)%(b)
----------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period $38,254,638 $19,465,372 $1,009,722 $855,392
----------------------------------------------------------------------------------------------------------------------
Ratio of expenses to 1.44% 1.83%(c) 2.45% 2.92%(c)
average net assets
----------------------------------------------------------------------------------------------------------------------
Ratio of net investment 2.18% 1.55%(c) 1.21% 0.54%(c)
income to average
net assets
----------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net 1.45% 1.98%(c) 2.46% 3.06%(c)
assets (before reimbursements)**
----------------------------------------------------------------------------------------------------------------------
Portfolio Turnover(f) 1185% -- 1185% --
* Adjusted for 15:1 reverse stock split that occurred on February 11, 2000.
** During the period, certain fees were voluntarily reduced and/or reimbursed.
If such voluntary fee reductions and/or reimbursements had not occurred, the
ratio would have been as indicated.
(a) Commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Per share net investment income has been calculated using the daily average
shares method.
(e) Distribution per share was less than $0.005
(f) Portfolio turnover is calculated on the basis of the fund as a whole without
distinguishing between the classes of shares issued.
</TABLE>
60 Financial Highlights
<PAGE>
Money Market ProFund
Financial Highlights
For a share of beneficial interest outstanding
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Investor Class Service Class
For the For the For the period For the For the For the period
year year from Nov. 17, year year from Nov. 17,
ended ended 1997(a) ended ended 1997(a)
Dec. 31, Dec. 31, to Dec. 31, Dec. 31, Dec. 31, to Dec. 31,
1999 1998 1997 1999 1998 1997
------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
beginning of period ------- ------- ------ ------- ------- ------
------------------------------------------------------------------------------------------------------------------------------------
Net investment income 0.044 0.047(d) 0.006 0.034 0.037(d) --
------- ------- ------ ------- ------- ------
------------------------------------------------------------------------------------------------------------------------------------
Total income from 0.044 0.047 0.006 0.034 0.037 --
investment operations
------------------------------------------------------------------------------------------------------------------------------------
Distribution to Shareholders from:
Net investment income (0.044) (0.047) (0.006) (0.034) (0.037) --
------- ------- ------ ------- ------- ------
------------------------------------------------------------------------------------------------------------------------------------
Total distributions (0.044) (0.047) (0.006) (0.034) (0.037) --
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ====== ======= ======= ======
------------------------------------------------------------------------------------------------------------------------------------
Total Return 4.48% 4.84% 0.61%(b) 3.44% 3.81% 0.21%(b)
------------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period $198,555,252 $62,026,228 $286,962 $107,944,066 $15,406,187 $2,510
------------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to 0.83%(e) 0.85%(e) 0.83%(c),(e) 1.83%(e) 1.87%(e) 1.83%(c),(e)
average net assets
------------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment 4.46% 4.81% 4.92%(c) 3.45% 3.43% 2.53%(c)
income to average
net assets
------------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net 0.83%(e) 1.18%(e) 9.52%(c),(e) 1.83%(e) 2.18%(e) 10.52%(c),(e)
assets (before reimbursements)*
* During the period, certain fees were voluntarily reduced and/or reimbursed.
If such voluntary fee reductions and/or reimbursements had not occurred, the
ratio would have been as indicated.
(a) Commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Per share net investment income has been calculated using the daily average
shares method.
(e) The Money Market ProFund expense ratio includes the expense allocation of
the Portfolio.
</TABLE>
Financial Highlights 61
<PAGE>
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62
<PAGE>
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63
<PAGE>
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64
<PAGE>
Additional Information about ProFunds' investments is available in ProFunds'
annual and semi-annual reports to shareholders. In ProFunds' annual report you
will find a discussion of the market conditions and investment strategies that
significantly affected performance during the last fiscal year.
You can find more detailed information about ProFunds in its current Statement
of Additional Information, dated May 1, 2000, which we have filed electronically
with the Securities and Exchange Commission (SEC) and which is incorporated by
reference into, and is legally a part of, this prospectus. To receive your free
copy of a Statement of Additional Information, or the annual or semi-annual
reports, or if you have questions about investing in ProFunds, write us at:
ProFunds
P.O. Box 182800
Columbus, OH 43218-2800
or call our toll-free numbers:
(888) PRO-FNDS (888) 776-3637 For Investors
(888) PRO-5717 (888) 776-5717 Financial Professionals Only
or visit our website www.profunds.com
You can find other information about ProFunds on the SEC's website
(http://www.sec.gov), or you can get copies of this information, after payment
of a duplicating fee, by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-6009. Information about the ProFunds, including their
Statement of Additional Information, can be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. For information on the Public
Reference Room, call the SEC at (800) SEC-0330.
ProFunds Executive Offices
Bethesda, MD
[PROFUNDS LOGO]
Innovations in Indexing
811-08239
PROBK
