PROFUNDS VP
ProFund VP Small Cap
(the "Fund")
Supplement Dated April 20, 2000
to Prospectus Dated October 18, 1999
At a special meeting of the Board of Trustees of the ProFunds, held on
April 19, 2000 (the "Meeting"), the Board approved (i) changing the Fund's
non-fundamental investment objective from seeking daily investment results that
correspond to the performance of the Russell 2000(R) Index to seeking daily
investment results that correspond to twice (200%) the performance of the
Russell 2000(R) Index, (ii) the Fund's use of leveraged investment techniques to
pursue its new investment objective, and (iii) changing the Fund's name to the
ProFund VP UltraSmall-Cap. Each of these changes to the Fund's investment
objectives, policies and name will become effective on May 1, 2000.
Use of leveraged investment techniques may magnify the effects of
changes in value of the Fund and makes it more volatile. A description of the
use of leveraged investment techniques and its risks is contained in the Fund's
Prospectus, dated October 18, 1999, under the section entitled "ProFunds VP
Overview - Investment Risks".
Investors should retain this Supplement to Prospectus for future
reference.
