Form 485BXT ProFunds
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E-mailAs filed with the Securities and Exchange Commission on December 17, 2024
Registration Nos. 333-28339; 811-08239
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
☒
Pre-Effective Amendment No.
☐
Post-Effective Amendment No. 151
☒
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
☒
Amendment No. 153
☒
ProFunds
(Exact name of Registrant as Specified in Trust Instrument)
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814
(Address of Principal Executive Office) (Zip Code)
Bethesda, MD 20814
(Address of Principal Executive Office) (Zip Code)
(240) 497-6400
(Area Code and Telephone Number)
(Area Code and Telephone Number)
Michael L. Sapir, CEO
ProFund Advisors LLC
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814
(Name and Address of Agent for Service)
ProFund Advisors LLC
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814
(Name and Address of Agent for Service)
with copies to:
|
Allison M. Fumai, Esq.
Mark D. Perlow, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
|
Richard F. Morris
ProFund Advisors LLC
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814
|
Approximate date of Proposed Public Offering:
It is proposed that this filing will become effective:
☐ immediately upon filing pursuant to paragraph (b)
☒ On December 23, 2024 pursuant to paragraph (b)
☐ 60 days after filing pursuant to paragraph (a)(1)
☐ On pursuant to paragraph (a)(1)
☐ 75 days after filing pursuant to paragraph (a)(2)
☐ On pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following:
☒ This post-effective amendment designates a new effective date for a previously filed
post-effective amendment.
EXPLANATORY NOTE
This Post-Effective Amendment to the Registration Statement on Form N-1A is filed
pursuant to Rule 485(b)(1)(iii) for the sole purpose of designating December 23, 2024, as the new effective date for Post-Effective
Amendment No. 133 to the Registration Statement filed on April 19, 2024, for Bitcoin & Ether Market
Cap Weight Strategy ProFund and Ether Strategy ProFund. This Post-Effective Amendment incorporates by reference the Prospectus
and Statement of Additional Information contained in Post-Effective Amendment No. 133 to the Registration Statement.
PART C. OTHER INFORMATION
ProFunds
ITEM 28. Exhibits
(c)
Not applicable
(1)
(d)
(1)
(i)
(ii)
(iii)
(iv)
(2)
Amended and Restated Investment Management Agreement between Government Cash Management
Portfolio and Deutsche Investment Management Americas Inc. (now known as DWS Investment
Management Americas, Inc.), dated as of June 1, 2006, and revised as of January 1,
2007, May 14, 2007, August 1, 2007, and May 1, 2016 (22)
(3)
(i)
(ii)
Schedule A to the ProFunds Amended and Restated Expense Limitation Agreement between
ProFunds and ProFund Advisors LLC, dated as of January 1, 2004 and amended as of March 10, 2005 and further amended as of June 20, 2006, effective December 1, 2024
to November 30, 2025 for the Operational Public ProFunds (38)
(iii)
(iv)
(v)
(vi)
(vii)
C-0
(ix)
(x)
(xi)
(xii)
(xiii)
(xiv)
(xv)
(xvi)
(xvii)
(xviii)
(xix)
(xx)
(4)
(e)
(1)
(f)
Not Applicable
(iii)
C-1
(2)
(h)
(1)
(i)
(iii)
(iv)
(2)
(i)
(ii)
(3)
(4)
(i)
(ii)
(6)
(7)
(9)
(10)
(i)
(ii)
(11)
(i)
(ii)
(iii)
(iv)
(i)
(1)
Opinion and Consent of Counsel (39)
C-2
(j)
Not Applicable
(k)
Not Applicable
(l)
(1)
(m)
(1)
(i)
(3)
(i)
(ii)
(4)
(5)
(6)
(o)
Not Applicable
(p)
(1)
(1)
Previously filed on October 29, 1997 as part of Pre-Effective Amendment No. 3 and
incorporated by reference herein.
(2)
Previously filed on October 15, 1999 as part of Post-Effective Amendment No. 8 and
incorporated by reference herein.
(3)
Previously filed on July 13, 2000 as part of Post-Effective Amendment No. 14 and incorporated
by reference herein.
(4)
Previously filed on February 28, 2003 as part of Post-Effective Amendment No. 23 and
incorporated by reference herein.
(5)
Previously filed on February 20, 2004 as part of Post-Effective Amendment No. 29 and
incorporated by reference herein.
(6)
Previously filed on April 29, 2005 as part of Post-Effective Amendment No. 38 and
incorporated by reference herein.
(7)
Previously filed on February 24, 2006 as part of Post-Effective Amendment No. 44 and
incorporated by reference herein.
(8)
Previously filed on March 28, 2006 as part of Post-Effective Amendment No. 45 and
incorporated by reference herein.
(9)
Previously filed on July 26, 2006 as part of Post-Effective Amendment No. 50 and incorporated
by reference herein.
(10)
Previously filed on November 27, 2006 as part of Post-Effective Amendment No. 54 and
incorporated by reference herein.
(11)
Previously filed on April 30, 2007 as part of Post-Effective Amendment No. 57 and
incorporated by reference herein.
(12)
Previously filed on April 29, 2009 as part of Post-Effective Amendment No. 64 and
incorporated by reference herein.
(13)
Previously filed on April 30, 2010 as part of Post-Effective Amendment No. 69 and
incorporated by reference herein.
(14)
Previously filed on April 29, 2011 as part of Post-Effective Amendment No. 71 and
incorporated by reference herein.
(15)
Previously filed on April 27, 2012 as part of Post-Effective Amendment No. 76 and
incorporated by reference herein.
(16)
Previously filed on April 26, 2013 as part of Post-Effective Amendment No. 82 and
incorporated by reference herein.
(17)
Previously filed on November 26, 2013 as part of Post-Effective Amendment No. 80 and
incorporated by reference herein.
(18)
Previously filed on April 28, 2014 as part of Post-Effective Amendment No. 84 and
incorporated by reference herein.
(19)
Previously filed on April 28, 2015 as part of Post-Effective Amendment No. 88 and
incorporated by reference herein.
(20)
Previously filed on April 29, 2016 as part of Post-Effective Amendment No. 93 and
incorporated by reference herein.
(21)
Previously filed on June 30, 2016 as part of Post-Effective Amendment No. 95 and incorporated
by reference herein.
(22)
Previously filed on May 1, 2017 as part of Post-Effective Amendment No. 99 and incorporated
by reference herein.
(23)
Previously filed on April 30, 2018 as part of Post-Effective Amendment No. 103 and
incorporated by reference herein.
(24)
Previously filed on April 29, 2019 as part of Post-Effective Amendment No. 107 and
incorporated by reference herein.
C-3
(25)
Previously filed on November 26, 2019 as part of Post-Effective Amendment No. 110
and incorporated by reference herein.
(26)
Previously filed on April 27, 2020 as part of Post-Effective Amendment No. 113 and
incorporated by reference herein.
(27)
Previously filed on April 21, 2021 as part of Post-Effective Amendment No. 119 and
incorporated by reference herein.
(28)
Previously filed on April 27, 2021 as part of Post-Effective Amendment No. 120 and
incorporated by reference herein.
(29)
Previously filed on July 27, 2021 as part of Post-Effective Amendment No. 122 and
incorporated by reference herein.
(30)
Previously filed on November 23, 2021 as part of Post-Effective Amendment No. 123
and incorporated by reference herein.
(31)
Previously filed on April 26, 2022 as part of Post-Effective Amendment No. 125 and
incorporated by reference herein.
(32)
Previously filed on June 17, 2022 as part of Post-Effective Amendment No. 126 and
incorporated by reference herein.
(33)
Previously filed on November 23, 2022 as part of Post-Effective Amendment No. 127
and incorporated by reference herein.
(34)
Previously filed on April 26, 2023 as part of Post-Effective Amendment No. 129 and
incorporated by reference herein.
(35)
Previously filed on September 18, 2023 as part of Post-Effective Amendment No. 130
and incorporated by reference herein.
(36)
Previously filed on November 22, 2023 as part of Post-Effective Amendment No. 131
and incorporated by reference herein.
(37)
Previously filed on April 26, 2024 as part of Post-Effective Amendment No. 134 and
incorporated by reference herein.
(38)
Previously filed on November 26, 2024 as part of Post-Effective Amendment No. 147
and incorporated by reference herein.
(39)
To be filed by subsequent post-effective amendment.
ITEM 29. Persons Controlled by or Under Common Control With Registrant.
None.
ITEM 30. Indemnification
ProFunds (the “Trust”) is organized as a Delaware statutory trust and is operated pursuant to a Declaration of Trust, dated as of April 17, 1997 (the “Declaration of Trust”), that permits ProFunds to indemnify its trustees and officers under certain circumstances. Such indemnification, however, is subject to
the limitations imposed by the Securities Act of 1933, as amended, and by the Investment Company Act of 1940, as
amended. The Declaration of Trust of ProFunds provides that officers and trustees of the Trust shall be indemnified
by the Trust against liabilities and expenses they may incur while defending themselves in proceedings brought against
them arising out of (i) their service as officers or trustees of the Trust, or else (ii) their service as officers
or trustees of another entity, when serving at the request of such other entity. This indemnification is subject to the
following conditions:
(a)
no trustee or officer of the Trust is indemnified against any liability to the Trust
or its security holders which was the result of any willful misconduct, bad faith, gross negligence, or reckless
disregard of his duties;
(b)
officers and trustees of the Trust are indemnified only for actions taken in good
faith which the officers and trustees believed were in or not opposed to the best interests of the Trust; and
(c)
expenses of any suit or proceeding will be paid in advance only if the persons who
will benefit by such advance undertake to repay the expenses unless it subsequently is determined that
such persons are entitled to indemnification.
The Declaration of Trust of ProFunds provides that if indemnification is not ordered
by a court, indemnification may be authorized upon determination by shareholders, or by a majority
vote of a quorum of the trustees who were not parties to the proceedings or, if this quorum is not obtainable,
if directed by a quorum of disinterested trustees, or by independent legal counsel in a written opinion, that
the persons to be indemnified have met the applicable standard.
ITEM 31. Business and Other Connections of Investment Adviser
ProFund Advisors LLC is a limited liability company formed under the laws of the State
of Maryland on May 8, 1997. Reference is made to the captions “ProFunds VP Management” and “Fund Management” in the Prospectuses constituting Part A which is incorporated herein by reference and “Management of ProFunds” in the Statement of Additional Information constituting Part B which is incorporated herein
by reference. The information as to the directors and officers of ProFund Advisors LLC is set forth in ProFund Advisors LLC’s Form ADV filed with the Securities and Exchange Commission on July 3, 1997 and amended through March 31, 2024.
Information relating to the business and other connections of DWS Investment Management
Americas, Inc., which serves as investment adviser to the Government Cash Management Portfolio, in
which Government Money Market ProFund, a series of ProFunds, invests substantially all of its assets, and
each director, officer or partner of DWS Investment Management Americas, Inc. is hereby incorporated by reference to disclosures
in Item 31 of Amendment No. 45 to the Registration Statement of Government Cash Management Portfolio
(File No. 811-06073). For additional information, please see the Government Money Market ProFund’s Statement of Additional Information.
ITEM 32. Principal Underwriter
Item 32(a)
C-4
The following lists the names of each investment company for which the Trust’s principal underwriter, ProFunds Distributors, Inc., a wholly-owned subsidiary of ProFund Advisors LLC, acts
as a principal underwriter:
ProFunds
The Distributor is registered with the Securities and Exchange Commission as a broker-dealer
and is a member of the Financial Industry Regulatory Authority or “FINRA”. The Distributor has its main address at 7272 Wisconsin Avenue, 21st Floor, Bethesda, Maryland 20814.
Item 32(b)
Information about the directors and officers of ProFunds Distributors Inc. (“PDI”) is as follows:
All directors’ and officers’ addresses are 7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814.
|
Name
|
Position with PDI
|
|
Michael L. Sapir
|
Director
|
|
Louis M. Mayberg
|
Director
|
|
Steven B. Cohen
|
President
|
|
Richard F. Morris
|
Chief Legal Officer
|
|
Victor M. Frye
|
Secretary and Chief Compliance Officer
|
|
Edward J. Karpowicz
|
Treasurer
|
Item 32(c)
Not Applicable
ITEM 33. Location of Accounts and Records
All accounts, books, and records required to be maintained and preserved by Section
31(a) of the Investment Company Act of 1940, as amended, and Rules 31a-1 and 31a-2 thereunder,
will be kept by the Registrant at:
(1)
ProFund Advisors LLC, 7272 Wisconsin Avenue, 21st Floor, Bethesda, Maryland (records relating to its functions as investment adviser and manager);
(2)
ProFunds Distributors, Inc., 7272 Wisconsin Avenue, 21st Floor, Bethesda, Maryland (records relating to its function as Distributor);
(3)
Ultimus Fund Solutions, LLC, 2 Eaton Oval, Suite 300, Columbus, Ohio 43219 (official
records of the Trust and records produced by Ultimus Fund Solutions, LLC, in its role as administrator
and fund accountant);
(4)
FIS Investor Services LLC, 4249 Easton Way, Suite 400 Columbus, OH 43219 (official
records of the Trust and records produced by FIS Investor Services LLC, in its role as transfer agent);
and
(5)
UMB Bank, N.A., 928 Grand Avenue, Kansas City, Missouri for each series of the Trust
(records relating to its function as Custodian).
Information relating to the location of accounts and records of DWS Investment Management
Americas, Inc., which serves as investment adviser to Government Cash Management Portfolio, in which
Government Money Market ProFund, a series of ProFunds, invests substantially all of its assets, is hereby
incorporated by reference to disclosures in Item 33 of Amendment No. 45 to the Registration Statement of Government
Cash Management Portfolio (File No. 811-06073).
ITEM 34. Management Services
Not Applicable
ITEM 35. Undertakings
Not Applicable
C-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant has duly caused this post-effective amendment (the “Amendment”) to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Bethesda
and the State of Maryland on December 17, 2024.
|
ProFunds
|
|
|
By:
|
/s/ Todd B. Johnson
|
|
|
Todd B. Johnson President and Principal Executive Officer
|
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the
Registration Statement has been signed below by the following persons in the capacities indicated.
|
Signature
|
Title
|
Date
|
|
/s/ Michael L. Sapir*
Michael L. Sapir
|
Trustee, Chairman
|
December 17, 2024
|
|
/s/ Russell S. Reynolds, III*
Russell S. Reynolds, III
|
Trustee
|
December 17, 2024
|
|
/s/ Michael C. Wachs*
Michael C. Wachs
|
Trustee
|
December 17, 2024
|
|
/s/ William D. Fertig*
William D. Fertig
|
Trustee
|
December 17, 2024
|
|
/s/ Todd B. Johnson
Todd B. Johnson
|
President and Principal Executive Officer
|
December 17, 2024
|
|
/s/ Rebecca Colvin
Rebecca Colvin
|
Treasurer (Principal Financial Officer and Principal
Accounting Officer)
|
December 17, 2024
|
|
* By:/s/ Richard F. Morris
Richard F. Morris
As Attorney-in-fact
Date: December 17, 2024
|
|
|
|
|
|
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