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CORRESP
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 Corresp

 August 8, 2025
 Mr. John Kernan
 Division of Investment Management
 Securities and Exchange Commission
 100 F Street, NE
 Washington, DC 20549
 Re: ProFunds (the "Trust") (File Nos. 333-28339; 811-08239)
 Dear Mr. Kernan,
 We are writing to respond to the comments that you communicated to ProFund Advisors LLC (the “Advisor”) by telephone on May 12, 2025, in connection with the SEC Staff's periodic review of the Trust's Form N-CSR filings for the fiscal year ended December 31, 2024, pursuant to the Sarbanes-Oxley Act of 2002, as amended.
 For ease of reference, the Staff's comments have been restated before our responses.
 1. Comment: With respect to ProFunds VP Technology, there appears to be an error in the rendering of the Fund’s performance in the “Total Return Based on a $10,000 Investment” line graph presented for the Fund. Please correct the line graph to conform with Form N-1A requirements.
 Response: The Trust will correct the line graph in the Form N-CSR filed on Edgar. The line graph was correctly depicted in the Tailored Shareholder Reports (“TSRs”) sent to shareholders. The error was traced to the process to convert the TSRs to an Edgar ready Form N-CSR.
 2. Comment : With respect to ProFunds VP Materials, the Staff notes that the Fund's secondary index, S&P Materials Select Sector Index, is referenced in the MDFP but is omitted from the line graph. Please consider adding it to future charts to ensure consistent disclosure.
 Response: The Trust will correct the line graph and table in the Form N-CSR filed on Edgar. The line graph and table were correctly depicted in the TSRs sent to shareholders. The error was traced to the process to convert the TSRs to an Edgar ready Form N-CSR.
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 3. Comment: Note 1 in the Notes to Financial Statements indicates that ProFunds adopted FASB AS 2023-07 Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. ProFund Advisors LLC is listed as the acting Chief Operating Decision Maker (“CODM”). Please explain how all personnel at the advisor are a group for purposes of determining the CODM. Please cite applicable U.S. GAAP requirements and if the CODM was incorrectly identified, please correct in future reports. See ASC 280-10-50-5.
 Response: The Trust acknowledges that not all personnel at the advisor are acting as CODM and as requested will correct this disclosure in future reports to reflect the Officers of ProFunds, collectively act as CODM.
 4. Comment: With respect to ProFund VP Rising Rates Opportunity, please provide additional information on the nature and circumstances of the interest fees of $229,893 paid by the Fund, related to the capital gains distribution paid in April 2024 to meet sub-chapter M distribution requirements including as applicable:
 a. The tax years impacted;
 b. The impact on RIC status and cures availed of to remedy any failure;
 c. A breakdown of amounts of tax expense and interest penalties by tax year;
 d. The rationale supporting timing of accounting recognition citing ASC 740;
 e. Mitigating actions related to any financial restatement and/or NAV error correction providing supporting accounting analysis (e.g., SAB 99, ASC 250);
 f. The roles and responsibilities for monitoring tax and RIC qualification tests including access to external tax expert advice;
 g. The associated internal control implications including considerations of significant deficiency or material weakness findings; and
 h. Any Fund Chief Compliance Officer (“CCO”) and board communications.
 Response: During 2024 when reviewing the impact on the VP ProFunds for the change in control of an insurance company shareholder for the year ended December 31, 2023, it was determined that the calculation of the December 31, 2022 capital loss carryforward (“CLCF”) for the ProFund VP Rising Rates Opportunity (the “Fund”) was incorrect, which caused the calculation of the required spillback distribution for the Fund for the December 31, 2022 fiscal year end to be understated. As a result, the December 31, 2022 annual shareholder report for the Fund disclosed an incorrect net capital loss carryforward amount in the Federal Income Tax Information section of the notes to the financial statements.
 To correct the understatement of the spillback distribution and maintain the Fund’s RIC qualification under the Internal Revenue Code (“IRC”), the Advisor considered multiple options such as the payment of a deficiency dividend or obtaining a private letter ruling. During the evaluation of these options, the fee and expense impact to the Fund was not able to be calculated as the amounts varied significantly and were not more likely than not calculable depending upon the resolution pursued. For example, a private letter ruling would not cause certain fees and
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 expenses to be incurred. To provide transparency to shareholders, a footnote was added to the financial statements disclosing that the Fund had unpaid capital gain distributions and could incur additional fees and expenses up to $250,000, and that these fees and expenses were expected to be reimbursed by a third party.
 After the review and assessment of all options, the Advisor decided in April 2024 to make a capital gains distribution. The timing of this decision made the related expense and fee calculations more likely than not and dictated the timing of the accounting recognition in accordance with ASC 740. This course of action allowed the Fund to maintain tax treatment as a RIC under the IRC, avoided tax liability as the distribution was paid within the required timeframe, and limited the impact to interest fees and expenses for which the Fund would receive reimbursement. The estimated fees and expenses disclosed in the financial statement footnote of up to $250,000 is expected to cover the anticipated total of $229,893. The expense amount and offsetting reimbursement receivable from the Advisor were accrued and disclosed in the Funds’ December 31, 2024, Statement of Operations. The related amounts will be paid by the Advisor when the IRS processes the claim.
 Additionally, in accordance with SAB 99, each financial statement line item was assessed with the various available options to determine if restatement was necessary. The Advisor believes that based on the quantitative and qualitative factors below (i.e., “total mix of information”) that a reasonable investor would not have viewed the impact of the misstatement of the CLCF as material to a decision to invest in the Fund, and for these reasons did not revise the December 31, 2022 annual financial statements. The quantitative and qualitative factors are described below.
 Quantitative Analysis
 i) The adjusted CLCF as a percentage of change from the original and compared to year-end net assets would not influence a user of the financial statements given the adjusted CLCF (and original disclosures) are both significantly greater than the year-end assets.
 ii) The CLCF amounts are disclosed only in the tax section of the notes to the financial statements and do not have an impact on the net assets of the Fund.
 iii) Although a CLCF adjustment would signal a future distribution, in an insurance company distributed fund there would be no financial impact to the beneficial owner.
 Qualitative Analysis
 i) There was no impact to the net asset values or net assets as presented for the Fund.
 ii) There was no impact to the total return or performance vs benchmark as presented for the Fund, and no other impact to the financial highlights.
 iii) The numbers presented in the financial statements would not have changed - only disclosures in the notes to the financial statements.
 iv) Given insurance companies are the direct owners of shares, the beneficial owners (policyholders) are not harmed by this event.
 v) The disclosure impact is as of a point in time and there is no carryover impact.
 vi) The qualitative significance of the error is lessened considering the relative size of the CLCF amount in relation to the amount of the error, and the fact that the disclosures further indicate that the utilization of the CLCF amount may be limited.

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 Shareholder transparency was accomplished via the footnote to the financial statements as described above, and this disclosure contained an accurate fee and expense estimate range and statement on the reimbursement to the Fund.
 The Advisor’s CCO and Management reviewed the facts and circumstances of this event with the Audit Committee of the Board, independent public accountants for the Trust, and external tax experts when determining the appropriate corrective action to take as described above. The Audit Committee then received an update as to the status of this corrective action at a subsequent meeting of the Audit Committee. The Advisor’s CCO and Management were also involved in reviewing and implementing enhancements to the internal control process specifically related to communications with the insurance companies. Management concluded that while a control deficiency did exist as the controls in place did not operate effectively, the control deficiency was isolated and did not rise to the level of a significant control deficiency and/or material weakness. This determination was also reviewed and discussed with the CCO and Audit Committee of the Board. Control enhancements were implemented to avoid comparable errors in the future, including additional reviews of shareholder account registrations, enhanced communications with insurance company shareholders regarding their ownership changes, and additional staff resources to check for change of control events.
 5. Comment: In reviewing Item 11 (Statement regarding the basis for approval of the investment advisory contract for Government Money Market ProFund), the Staff notes disclosure stating the management service fee of 0.35% payable to the Advisor was fully waived, which appears to be factually inaccurate for the 2024 fiscal year end. Please clarify the dating of the financial information provided to the Board, and if appropriate, confirm that the record will be corrected in the next Section 15(c) approval cycle. Additionally, please confirm that the Board, when considering non-advisory services provided to the Fund pursuant to the Management Services Agreement, is aware that the 0.35% fee is 0.20% to 0.25% higher than the fees charged to other funds in the Trust and is three times higher than the total net operating expenses charged by the master portfolio.
 Response: The Trust acknowledges that Item 11 in the Trust’s 2024 Form N-CSR filing contains an error. As disclosed in the Advisor’s Section 15(c) response materials provided to the Board as part of the 2024 annual advisory contract approval cycle, f or the 12-month period ended June 30, 2024, the Advisor earned $656,688.00 in fees pursuant to the Management Services Agreement from the Government Money Market ProFund (the “Money Market Fund”). As part of the annual review process, the Board also reviews reports of the investment advisory fees and management services fees earned, waived, and recouped, as applicable, for the Money Market Fund’s most recently completed 12-month fiscal period and the 6-month period immediately preceding the annual review meeting (e.g., 12-month period ending 12/31/2023 and 6-month period ending 6/30/2024). The Trust will correct Form N-CSR Item 11 in subsequent filings.
 The Board reviews quarterly reports on the Money Market Fund, including an analysis of peer performance, the results of stress testing, and due diligence information on the master portfolio.

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 On an annual basis, as part of the Section 15(c) review process, the Board reviews fees earned, waived and recouped, as described above, as well as comparative fee information provided by FUSE Research Network, LLC, an independent data provider used in the industry for Section 15(c) analysis. The Board also speaks directly to the advisor of the master portfolio during the annual review meeting and receives information on all services provided to the Money Market Fund by the Advisor and its other service providers. The Board reviews the expenses of both the Money Market Fund and the master portfolio and how such fees compare to each other and to other funds in the Trust when approving the continuance of the Money Market Fund’s investment in the master portfolio as part of the Section 15(c) meeting.
 6. Comment: The Staff has additional and follow up comments to the responses provided by the Trust in the correspondence dated April 3, 2025, which addressed the Trust's accounting policies for the allocation for fund expenses:
 a. In the earlier correspondence, ASC 220-10-S99-3 and industry best practices are referenced in support of the expense allocation methodology applied to transfer agency expenses. The application of Staff Accounting Bulletin on financial statements Topic 1.B.1. referenced by ASC, is narrowly focused. It applies to an IPO transaction, where certain expenses incurred by the parent on behalf of a subsidiary have not been charged to the subsidiary in the past, and where expense information is unknown or not reasonably available. Please provide an accounting analysis supporting ASC 220-10-S99-3’s application to a registered investment company and its service relationships. In addition, based on the Staff's understanding of transfer agency operations, please explain how the information required to identify services provided at a CUSIP or class, shareholder account and transactional level, is not reasonably available as these are generally metric tracked and reported by the transfer agent.
 Response: With respect to our reference to ASC 220-10-S99-3 in our April 3, 2025 response letter, this Staff Accounting Bulletin was included as an example of regulatory guidance cited to help explain the expense allocation methodology. It is understood to be an analogous, but not directly on-point, set of facts and circumstances associated with the Staff Accounting Bulletin. That said, the Advisor believes that ASC 220-10-S99-3 articulates principles that can be properly applied beyond IPOs and supports the expense allocation methodology that the Trust uses when sufficiently detailed expense information is not available to utilize a different methodology.
 To further clarify the statements made in the April 3, 2025 response letter, transfer agency expenses that directly relate to a specific series are allocated directly to that series, and transfer agency expenses that relate to all series or a subset of series are prorated to each series on the basis of average net assets during the month in which the services were rendered. For example, the transfer agency base fee is allocated across all series of the Trust based on average net assets during the month in which the services were rendered. The additional base fee for all series of the Trust offered through variable insurance companies (“VP Funds”) is allocated across VP Funds based on average net assets during the month in which services were rendered. Similarly, per-account

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 fees that are only applicable to certain series of the Trust are allocated across those series based on average net assets during the month in which the fees were incurred, such as open and closed account charges which are only applicable to series offered to retail investors (“Retail Funds”) and thus, only allocated among the Retail Funds. While in certain cases as noted, transfer agent services can be identified as pertaining to a specific series or set of series, it is only when specific series expense allocation information is not known or not available that a broader allocation may need to be made in reliance on analogous guidance provided by ASC 220-10-S99-3.
 b. The Trust's earlier correspondence with the Staff stated that the Trust's treasurer represented “the Trust’s allocation methodology is reasonable and appropriate u