Elizabeth J. Reza, Esq.
c/o Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
|
Richard F. Morris
ProFund Advisors LLC
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814
|
|
|
|
Bitcoin & Ether Market Cap Weight Strategy ProFund
|
[]
|
|
Ether Strategy ProFund
|
[]
|
|
Annual Fund Operating Expenses
|
|
(expenses that you pay each year as a percentage of the
value of your investment)
|
|
Management Fees
|
[]
|
Other Expenses1
|
[]
|
Total Annual Fund Operating Expenses Before Fee
Waivers and Expense Reimbursements
|
[]
|
Fee Waiver/Reimbursement2
|
[]
|
Total Annual Fund Operating Expenses After Fee Waivers
and Expense Reimbursements
|
[]
|
1 Year
|
3 Years
|
|
|
$[]
|
$[]
|
|
|
Annual Fund Operating Expenses
|
|
(expenses that you pay each year as a percentage of the
value of your investment)
|
|
Management Fees
|
[]
|
Other Expenses1
|
[]
|
Total Annual Fund Operating Expenses Before Fee
Waivers and Expense Reimbursements
|
[]
|
Fee Waiver/Reimbursement2
|
[]
|
Total Annual Fund Operating Expenses After Fee Waivers
and Expense Reimbursements
|
[]
|
1 Year
|
3 Years
|
|
|
$[]
|
$[]
|
|
|
Fund
|
Dividends
|
Capital
Gains
|
|
Accrued
|
Paid
|
Paid
|
|
Bitcoin & Ether Market
Cap Weight Strategy
ProFund
|
Monthly
|
Monthly
|
Annually
|
Ether Strategy ProFund
|
Monthly
|
Monthly
|
Annually
|
You may purchase
shares using any of the
following methods.
|
HOW TO MAKE AN
INITIAL PURCHASE
|
HOW TO PURCHASE
ADDITIONAL SHARES
|
Please note: Purchases must be made according to the transaction cut-off times stated
within the Shareholder Services Guide.
|
||
Account Minimums
(all account types)
|
All ProFunds (except Crypto ProFunds) – The
minimum initial investment* amounts are:
˃ $5,000 for accounts that list a financial professional.
˃ $15,000 for self-directed accounts.
Crypto ProFunds – The minimum initial investment*
amounts are:
˃ $1,000 for all accounts
|
Not Applicable.
|
By Mail
|
Step 1:
Complete a New Account Form (see “Completing
your New Account Form”).
|
Step 1:
Complete a ProFunds’ investment slip, which is
attached to your transaction confirmation statement.
If an investment slip is not readily available, you may
send written instructions which include your name,
account number, name and share class of the
ProFund you wish to purchase and the purchase
amount.
|
Step 2:
Make your check payable to ProFunds. Write the name of the ProFund in which you wish
to invest and your
account number, if known, on the check.
|
||
Step 3:
Send the signed New Account Form and check to:
ProFunds • P.O. Box 182800 • Columbus, OH
43218-2800
|
Step 3:
Send the investment slip and check to:
ProFunds • P.O. Box 182800 • Columbus, OH
43218-2800
|
You may purchase
shares using any of the
following methods.
|
HOW TO MAKE AN
INITIAL PURCHASE
|
HOW TO PURCHASE
ADDITIONAL SHARES
|
By Phone via Wire
|
Step 1:
Complete a New Account Form (see “Completing
your New Account Form”).
|
Step 1:
Call ProFunds to inform us of:
˃ your account number,
˃ the amount to be wired,
˃ the ProFund(s) in which you wish to invest
You will be provided:
˃ a confirmation number for your purchase order
(your trade is not effective until you have received a
confirmation number from ProFunds and the
funding is received in good order by the transfer
agent),
˃ bank wire instructions
|
Step 2:
Fax the New Account Form to (800) 782-4797
(toll-free).
|
Step 2:
Contact your bank to initiate your wire transfer.
|
|
Step 3:
Call ProFunds at 888-776-3637 to:
˃ confirm receipt of the faxed New Account Form,
˃ request your new account number.
You will be provided:
˃ a confirmation number for your purchase order
(your trade is not effective until you have received a
confirmation number from ProFunds), and
˃ bank wire instructions.
Instructions given to ProFunds for wire transfer
requests do not constitute a transaction request
received in “good order” until the wire transfer has
been received by ProFunds.
|
|
|
Step 4:
Call your bank to initiate your wire transfer.
|
|
|
Step 5:
Send the original, signed New Account Form to:
ProFunds • P.O. Box 182800 • Columbus, OH
43218-2800
|
|
You may purchase
shares using any of the
following methods.
|
HOW TO MAKE AN
INITIAL PURCHASE
|
HOW TO PURCHASE
ADDITIONAL SHARES
|
By Phone via ACH
Please note: the
maximum ACH purchase
amount is $50,000
|
Initial purchase via ACH not available.
|
Step 1:
Establish bank instructions on your account by
completing an Account Options Form (if not already
established).
|
Step 2:
Call ProFunds to inform us of:
˃ the fact that you want to make an ACH purchase,
˃ your account number,
˃ the purchase amount,
˃ the ProFund(s) in which you wish to invest,
You will be provided a confirmation number for your
purchase order (your trade is not effective until you
have received a confirmation number from
ProFunds).
|
You may purchase
shares using any of the
following methods.
|
HOW TO MAKE AN
INITIAL PURCHASE
|
HOW TO PURCHASE
ADDITIONAL SHARES
|
By Internet via
check or wire
|
Step 1:
Go to ProFunds.com.
|
Step 1:
Go to ProFunds.com.
|
Step 2:
Click on “Open Account.”
|
Step 2:
Click on the “Access Account” button.
|
|
Step 3:
Complete an on-line New Account Form.
|
Step 3:
Enter User Name and Password.
|
|
Step 4:
If funding with check:
Mail check payable to ProFunds to: P.O. Box 182800
Columbus, OH 43218-2800
Call ProFunds at 888-776-3637 to:
˃ confirm receipt of the faxed New Account Form,
˃ request your new account number.
You will be provided:
˃ a confirmation number for your purchase order
(your trade is not effective until you have received a
confirmation number from ProFunds), and
˃ bank wire instructions.
Instructions given to ProFunds for wire transfer
requests do not constitute a transaction request
received in “good order” until the wire transfer has
been received by ProFunds.
|
Step 4:
Follow transaction instructions for making a
purchase.
|
|
Through a Financial
Professional
|
Contact your financial professional with your
instructions.
|
Contact your financial professional with your
instructions.
|
You may
purchase
shares using any
of the
following
methods.
|
HOW TO EXCHANGE
OR REDEEM SHARES
|
By Mail
|
To redeem shares using ProFund form:
Complete and mail the appropriate
Withdrawal Request or IRA Distribution
Request Form
located at profunds.com
To exchange or redeem shares by letter:
Send a signed letter to:
ProFunds
P.O. Box 182800
Columbus, OH 43218-2800
The letter should include information
necessary to process your request (see
“Exchanging Shares”). ProFunds may
require a signature guarantee in certain
circumstances. See “Signature Guarantees”
under “Additional Shareholder Information”
or call ProFunds for additional information.
|
By Telephone
|
Individual Investors:
(888) 776-3637 or (614) 470-8122
Financial Professionals and Institutions:
(888) 776-5717 or (240) 497-6552
Interactive Voice Response System (“IVR”):
Call (888) 776-3637 (toll-free) or (614)
470-8122 and follow the step-by-step
instructions.
|
By Internet
|
ProFunds.com
Select the “Access Account” navigation bar,
enter your User Name and Password and
follow the step-by-step instructions. Please
make sure you receive and record your
confirmation number for later reference.
(Your transaction is not effective until you
have received a confirmation number from
ProFunds.)
|
Through a
Financial
Professional
|
Contact your financial professional with
your instructions.
|
Contact Information
|
|
By Telephone
|
Individual Investors:
(888) 776-3637 or (614) 470-8122
Financial Professionals and Institutions:
(888) 776-5717 or (240) 497-6552
|
Fax
|
(800) 782-4797 (toll-free)
|
Internet
|
ProFunds.com
|
Regular mail
|
ProFunds
P.O. Box 182800
Columbus, OH 43218-2800
|
Overnight mail
|
ProFunds
c/o Transfer Agency
4249 Easton Way, Suite 400
Columbus, OH 43219
|
Method
|
Fund/Trust
|
Normal
Cut-Off Time
(Eastern Time)
|
Additional
Transaction
Information
(Eastern Time)
|
By Mail
|
All (except
Government
Money
Market
ProFund)
|
4:00 p.m.
|
|
Government
Money
Market
ProFund
|
5:00 p.m.
|
|
|
By Telephone
and Wire
|
All (except
Crypto
ProFunds)
|
3:30 p.m. (wire
purchases)
3:50 p.m.
(exchanges
and
redemptions)
|
ProFunds
accepts all
Transactions
starting at
8:00 a.m.
through the
Transaction
cut-off time
and from
5:00 p.m.
through
6:00 p.m.
|
Crypto
ProFunds
|
3:00 p.m. (wire
purchases)
3:00 p.m.
(exchanges
and
redemptions)
|
||
By Internet,
Fund/SERV and
Interactive Voice
Response
System (“IVR”)
|
All (except
Crypto
ProFunds)
|
3:55 p.m.
|
ProFunds
accepts
transactions at
any time
except
between
3:55 p.m. and
5:00 p.m.
|
Crypto
ProFunds
|
3:00 p.m.
|
|
|
|
Ether Strategy ProFund
|
[]
|
|
Bitcoin & Ether Market Cap
Weight Strategy ProFund
|
[]
|
|
4
|
|
5
|
|
28
|
|
29
|
|
34
|
|
35
|
|
38
|
|
39
|
|
41
|
|
44
|
|
45
|
|
46
|
|
48
|
|
60
|
|
60
|
|
A-1
|
|
B-1
|
|
C-1
|
Term
|
Definition
|
1933 Act
|
Securities Act of 1933, as amended
|
1934 Act
|
Securities and Exchange Act of 1934, as amended
|
1940 Act
|
Investment Company Act of 1940, as amended
|
Advisor or ProFund Advisors
|
ProFund Advisors LLC
|
Board of Trustees or Board
|
Board of Trustees of ProFunds
|
CCO
|
Chief Compliance Officer
|
CFTC
|
U.S. Commodity Futures Trading Commission
|
Code or Internal Revenue Code
|
Internal Revenue Code of 1986, as amended
|
Distributor
|
ProFunds Distributors, Inc.
|
Fund Complex
|
All operational registered investment companies that are
advised by the Advisor or its affiliates
|
Independent Trustee(s)
|
Trustees who are not “Interested Persons” of ProFund
Advisors or the Trust as defined under Section 2(a)(19) of
the 1940 Act
|
NAV
|
Net asset value
|
New Funds
|
Bitcoin & Ether Market Cap Weight Strategy ProFund and
Ether Strategy ProFund
|
SAI
|
This Statement of Additional Information dated [], as may
be amended or supplemented
|
SEC
|
U.S. Securities and Exchange Commission
|
Shares
|
The shares of a Fund
|
Trust
|
ProFunds
|
Trustee(s)
|
One or more of the trustees of the Trust
|
Name and Birth Date
|
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During
the Past 5 Years
|
Number of
Operational
Portfolios in
Fund Complex*
Overseen by Trustee
|
Other Directorships
Held by Trustee
During
Past 5 Years
|
Independent Trustees
|
|
|
|
|
William D. Fertig
Birth Date: 9/56
|
Indefinite; June
2011 to present
|
Context Capital
Management
(Alternative Asset
Management): Chief
Investment Officer
(September 2002 to
present).
|
ProShares ([125])
ProFunds ([116])
|
Context Capital
|
Russell S. Reynolds III
Birth Date: 7/57
|
Indefinite; October
1997 to present
|
RSR Partners, Inc.
(Retained Executive
Recruitment and
Corporate
Governance
Consulting):
Managing Director
(February 1993 to
present).
|
ProShares ([125])
ProFunds ([116])
|
RSR Partners, Inc.
|
Michael C. Wachs
Birth Date: 10/61
|
Indefinite; October
1997 to present
|
Linden Lane Capital
Partners LLC (Real
Estate Investment
and Development):
Managing Principal
(2010 to present).
|
ProShares ([125])
ProFunds ([116])
|
NAIOP (the
Commercial Real
Estate Development
Association)
|
Interested Trustee and Chairman of the Board
|
|
|
Name and Birth Date
|
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During
the Past 5 Years
|
Number of
Operational
Portfolios in
Fund Complex*
Overseen by Trustee
|
Other Directorships
Held by Trustee
During
Past 5 Years
|
Michael L. Sapir**
Birth Date: 5/58
|
Indefinite; April
1997 to present
|
Chairman and Chief
Executive Officer of
ProFund
Advisors LLC
(April 1997 to
present); ProShare
Advisors LLC
(November 2005 to
present); and
ProShare Capital
Management LLC
(July 2008 to
present).
|
ProShares ([125])
ProFunds ([116])
|
None
|
Name of Trustee
|
Dollar Range
of Equity
Securities in
the Trust
|
Aggregate Dollar
Range of Equity
Securities in All
Registered Investment
Companies Overseen
by Trustee in Family of
Investment Companies
|
Independent Trustees
|
|
|
William D. Fertig, Trustee
|
None
|
Over $100,000
|
Russell S. Reynolds, III, Trustee
|
None
|
$10,001-$50,000
|
Michael C. Wachs, Trustee
|
$10,001-$50,000
|
$10,001-$50,000
|
Interested Trustee
|
|
|
Michael L. Sapir, Trustee and Chairman
|
None
|
Over $100,000
|
Name
|
Aggregate
Compensation
From the Fund
|
Pension or
Retirement
Benefits
Accrued as
Part of
Trust
Expenses
|
Estimated
Annual
Benefits
Upon
Retirement
|
Total
Compensation
From Trust and
Fund Complex
Paid to Trustees
|
Independent Trustees
|
|
|
|
|
William D. Fertig, Trustee
|
$0
|
$0
|
$0
|
$325,000
|
Russell S. Reynolds, III, Trustee
|
$0
|
$0
|
$0
|
$325,000
|
Michael C. Wachs, Trustee
|
$0
|
$0
|
$0
|
$325,000
|
Interested Trustee
|
|
|
|
|
Michael L. Sapir, Trustee and Chairman
|
$0
|
$0
|
$0
|
$0
|
Name and Birth Date
|
Position(s)
Held with
Trust
|
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During the Past
5 Years
|
Todd B. Johnson
Birth Date: 1/64
|
President
|
Indefinite;
January 2014 to
present
|
Chief Investment Officer of the Advisor
(December 2008 to present); ProShare
Advisors LLC (December 2008 to present);
and ProShare Capital Management LLC
(February 2009 to present).
|
Denise Lewis
Birth Date: 10/63
|
Treasurer
|
Indefinite; June
2022 to present
|
Senior Vice President, Fund Administration,
Citi Fund Services Ohio, Inc. (August 2020 to
present); Senior Director, BNY Mellon
(September 2015 to October 2019).
|
Victor M. Frye, Esq.
Birth Date: 10/58
|
Chief
Compliance
Officer and
Anti-Money
Laundering
Officer
|
Indefinite;
September 2004
to present
|
Counsel and Chief Compliance Officer of the
Advisor (October 2002 to present) and
ProShare Advisors LLC (December 2004 to
present); Secretary of ProFunds Distributors,
Inc. (April 2008 to present); Chief
Compliance Officer of ProFunds Distributors,
Inc. (July 2015 to present).
|
Richard F. Morris
Birth Date: 8/67
|
Chief Legal
Officer and
Secretary
|
Indefinite;
December 2015
to present
|
General Counsel of ProShare Advisors LLC,
ProFund Advisors LLC, and ProShare Capital
Management LLC (December 2015 to
present); Chief Legal Officer of ProFunds
Distributors, Inc. (December 2015 to present);
Partner at Morgan Lewis & Bockius, LLP
(October 2012 to November 2015).
|
|
EXPENSE
LIMIT
|
|
Investor
Class
|
Bitcoin & Ether Market Cap Weight Strategy ProFund
|
[]%
|
Ether Strategy ProFund
|
[]%
|
Name of Portfolio Manager
|
Dollar Range of
Equity Securities
in the Fund
Managed by the
Portfolio Manager
|
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies in
the Fund Complex
|
Alexander Ilyasov
|
None
|
$50,001-$100,000
|
George Banian
|
None
|
None
|
Name of Portfolio
Manager
|
Number of All Registered
Investment Companies
Managed/Total Assets
|
Number of All Other
Pooled Investment
Vehicles
Managed/Total Assets
|
Number of All Other
Accounts
Managed/Total Assets
|
Alexander Ilyasov
|
74/$3,805,543,418
|
16/$3,700,775,281
|
0/$0
|
George Banian
|
3/$1,230,903,443
|
12/$3,609,027,055
|
0/$0
|
TITLE:
|
Proxy Voting Policies and Procedures
|
FOR:
|
ProShare Advisors LLC and ProFund Advisors LLC
|
DATED:
|
March 1, 2008
|
AS REVISED:
|
May 1, 2015
|
Name
|
Position with PDI
|
Michael L. Sapir
|
Director
|
William E. Seale
|
Director
|
Louis M. Mayberg
|
Director
|
Steven B. Cohen
|
President
|
Richard F. Morris
|
Chief Legal Officer
|
Victor M. Frye
|
Secretary and Chief Compliance Officer
|
Annette J. Lege
|
Treasurer
|
ProFunds
|
|
By:
|
/s/ Todd B. Johnson
|
|
Todd B. Johnson President and Principal Executive Officer
|
Signature
|
Title
|
Date
|
/s/ Michael L. Sapir*
Michael L. Sapir
|
Trustee, Chairman
|
April 19, 2024
|
/s/ Russell S. Reynolds, III*
Russell S. Reynolds, III
|
Trustee
|
April 19, 2024
|
/s/ Michael C. Wachs*
Michael C. Wachs
|
Trustee
|
April 19, 2024
|
/s/ William D. Fertig*
William D. Fertig
|
Trustee
|
April 19, 2024
|
/s/ Todd B. Johnson
Todd B. Johnson
|
President and Principal Executive Officer
|
April 19, 2024
|
/s/ Denise Lewis
Denise Lewis
|
Treasurer (Principal Financial Officer and Principal
Accounting Officer)
|
April 19, 2024
|
* By:/s/ Richard F. Morris
Richard F. Morris
As Attorney-in-fact
Date: April 19, 2024
|
|
|
|
|
|