ASSIGNMENT OF ADMINISTRATION AGREEMENT

Exhibit (h)(2)(vii)

 

ASSIGNMENT OF

ADMINISTRATION AGREEMENT

 

This Assignment (“Assignment”) is made as of the 30th day of July 2007, of that certain Administration Agreement dated January 1, 2004, as amended (the “Agreement”), by and among PROFUNDS, a Delaware business trust having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ACCESS ONE TRUST, a Delaware business trust having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (ProFunds and Access One Trust are collectively referred to herein as the “Trusts”), and BISYS FUND SERVICES LIMITED PARTNERSHIP (“BISYS”), an Ohio limited partnership having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, under which BISYS performs certain management and administration services for the Trusts. All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

 

WHEREAS, the Agreement provides that the rights and duties thereunder shall not be assignable by either of the parties hereto except by the specific written consent of the other party;

 

WHEREAS, effective August 1, 2007, BISYS shall be acquired by Foreside Distributors, LLC;

 

WHEREAS, all parties wish to assign the rights and duties of BISYS to BISYS FUND SERVICES OHIO, INC. (“BISYS Ohio”), an Ohio corporation having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, effective July 30, 2007; and

 

WHEREAS, BISYS Ohio is willing to perform the services enumerated in the Agreement pursuant to the terms and conditions set forth in the Agreement;

 

NOW, THEREFORE, in consideration of the covenants herein contained, the Trusts, BISYS, and BISYS Ohio hereby agree as follows:

 

1. Assignment

 

Access One Trust and ProFunds agree and consent to the assignment of all rights and duties of BISYS under the Agreement to BISYS Ohio effective July 30, 2007, and BISYS Ohio agrees to accept all such rights and duties contained in the Agreement.

 

2. Representations and Warranties

 

Each party represents and warrants to the other that this Assignment has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding

 

 

obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

 

Miscellaneous

 

(a) This Assignment supplements and amends the Agreement. The provisions set forth in this Assignment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Assignment.

 

(b) Each reference to the Agreement in the Assignment and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as separately amended by this Assignment. Except as provided in this Assignment, the provisions of the Agreement remain in full force and effect (including, without limitation, the term of the Agreement). No amendment or modification to this Assignment shall be valid unless made in writing and executed by each party hereto.

 

(c) Paragraph headings in this Assignment are included for convenience only and are not to be used to construe or interpret this Assignment.

 

(d) This Assignment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

 

(e) All capitalized terms not defined herein shall have meaning ascribed to such terms in the Agreement.

 

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be effective as of the day and year first above written.

 

 

	BISYS FUND SERVICES
	LIMITED PARTNERSHIP
	By: BISYS Fund Services Inc.,
	General Partner
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇
	Title:	Executive Vice President
	BISYS FUND SERVICES OHIO, INC.
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇
	Title:	Executive Vice President

 

 

	ACCEPTED AND AGREED
	PROFUNDS
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	President
	ACCESS ONE TRUST
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	President

 

 

FORESIDE DISTRIBUTORS, LLC

 

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

 

▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

 

September 17, 2007

 

▇▇▇▇ ▇▇▇▇▇▇▇, Managing Director Citi Fund  Services Ohio,  Inc.

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

 

▇▇▇▇▇ ▇▇▇▇▇, Managing Director Citi Fund Services Ohio, Inc.

I ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇  ▇▇▇▇

▇▇▇▇▇▇,  ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

 

Re:   Authorization to Retroactively Assign Contract

 

Dear Messrs. ▇▇▇▇▇▇▇ and Treff,

 

Foreside Distributors, LLC hereby authorizes either ▇▇▇▇ ▇▇▇▇▇▇▇, Managing Director, Citi Fund Services Ohio, Inc., or ▇▇▇▇▇ ▇▇▇▇▇, Managing Director, Citi Fund Services Ohio, Inc., to currently assign all rights and duties of BISYS Fund Services Limited Partnership (“BISYS”) (n.k.a. Foreside Distribution Services, LP) under the Administration Agreement (as amended from time to time, the “Agreement”), dated as of January 1, 2004, between BISYS, ProFunds (the “Trust”) and Access One Trust (the “Access Trust”), to BISYS Fund Services Ohio, Inc. (n.k.a. Citi Fund Services Ohio, Inc.) effective as of July 30, 2007.

 

Please feel free to contact the undersigned with any questions regarding this authorization.

 

Sincerely,