Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees
ProFunds:
In planning and performing our audits of the financial
statements of ProFunds, comprised of Access Flex Bear High Yield
ProFund, Access Flex High Yield ProFund, Banks UltraSector
ProFund, Materials UltraSector ProFund, Bear ProFund,
Biotechnology UltraSector ProFund, Bull ProFund, Communication
Services Ultrasector ProFund, Consumer Staples UltraSector
ProFund, Consumer Discretionary UltraSector ProFund, Europe 30
ProFund, Falling U.S. Dollar ProFund, Financials UltraSector
ProFund, Health Care UltraSector ProFund, Industrials
UltraSector ProFund, Internet UltraSector ProFund, Large-Cap
Growth ProFund, Large-Cap Value ProFund, Mid-Cap Growth ProFund,
Mid-Cap ProFund, Mid-Cap Value ProFund, Nasdaq-100 ProFund,
Energy UltraSector ProFund, Oil & Gas Equipment & Services
UltraSector ProFund, Pharmaceuticals UltraSector ProFund,
Precious Metals UltraSector ProFund, Real Estate UltraSector
ProFund, Rising Rates Opportunity ProFund, Rising Rates
Opportunity 10 ProFund, Rising U.S. Dollar ProFund,
Semiconductor UltraSector ProFund, Short Nasdaq-100 ProFund,
Short Energy ProFund, Short Precious Metals ProFund, Short Real
Estate ProFund, Short Small-Cap ProFund, Small-Cap Growth
ProFund, Small-Cap ProFund, Small-Cap Value ProFund, Technology
UltraSector ProFund, UltraBear ProFund, UltraBull ProFund,
UltraChina ProFund, UltraDow 30 ProFund, UltraEmerging Markets
ProFund, UltraInternational ProFund, UltraJapan ProFund,
UltraLatin America ProFund, UltraMid-Cap ProFund,
UltraNasdaq-100 ProFund, UltraShort China ProFund, UltraShort
Dow 30 ProFund, UltraShort Emerging Markets ProFund, UltraShort
International ProFund, UltraShort Japan ProFund, UltraShort
Latin America ProFund, UltraShort Mid-Cap ProFund, UltraShort
Nasdaq-100 ProFund, UltraShort Small-Cap ProFund, UltraSmall-Cap
ProFund, U.S. Government Plus ProFund, and Utilities UltraSector
ProFund, and the consolidated financial statements of Bitcoin
Strategy ProFund and Short Bitcoin Strategy ProFund
(collectively, the Funds) as of and for the year ended July 31,
2023, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), we considered the
Funds' internal control over financial reporting, including
controls over safeguarding securities, as a basis for designing
our auditing procedures for the purpose of expressing our
opinion on the financial statements and consolidated financial
statements and to comply with the requirements of Form N-CEN,
but not for the purpose of expressing an opinion on the
effectiveness of the Funds' internal control over financial
reporting. Accordingly, we express no such opinion.
Management of the Funds is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls. A fund's internal control over
financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles. A fund's internal control over financial
reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the fund; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements and consolidated financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the fund are
being made only in accordance with authorizations of management
and trustees of the fund; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the fund's assets that could
have a material effect on the financial statements and
consolidated financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing
their assigned functions, to prevent or detect misstatements on
a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of the Funds' annual or interim financial
statements will not be prevented or detected on a timely basis.
Our consideration of the Funds' internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under
standards established by the Public Company Accounting Oversight
Board (United States). However, we noted no deficiencies in the
Funds' internal control over financial reporting and its
operation, including controls over safeguarding securities, that
we consider to be a material weakness as defined above as of
July 31, 2023.
This report is intended solely for the information and use of
the management and the Board of Trustees of the Funds and the
Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.
/s/ KPMG LLP
Columbus, Ohio
September 28, 2023