485BPOS

485BPOS 1 d485bpos.htm 485BPOS 485BPOS

As filed with the Securities and Exchange Commission on February 28, 2008

Registration Nos. 333-119022; 811-21634

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


		FORM N-1A
		REGISTRATION STATEMENT
		*UNDER*
		*THE SECURITIES ACT OF 1933*		x
		*Pre-Effective Amendment No.*		¨
		*Post-Effective Amendment No. 16*		x
		*and/or*
		REGISTRATION STATEMENT
		*UNDER*
		*THE INVESTMENT COMPANY ACT OF 1940*		x
		*Amendment No. 19*		x

Access One Trust

(Exact Name of Registrant as Specified in Charter)

7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (240) 497-6400

With copies to:

Michael L. Sapir

Chairman

ProFund Advisors LLC

7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

John Loder, Esq.

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

Bruce Treff, Esq.

BISYS Fund Services

100 Summer St., Suite 1500

Boston, MA 02110

(Name and Address of Agent for Service Process)

Approximate Date of Commencement of the Proposed Public Offering of the Securities:

It is proposed that this filing will become effective:

¨	immediately upon filing pursuant to paragraph (b)

x	on February 28, 2008 pursuant to paragraph (b)

¨	60 days after filing pursuant to paragraph (a)(1)

¨	On (date) pursuant to paragraph (a)(1)

¨	75 days after filing pursuant to paragraph (a)(2)

¨	on (date) 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.

LOGO

Prospectus

February 29, 2008

Access Flex High Yield Fund^SM

Investor and Service Class

Access Flex Bear High Yield Fund ^SM

Investor and Service Class

Like shares of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

Table of Contents



3		Access Flex High Yield Fund^SM

7		Access Flex Bear High Yield Fund^SM

11		Additional Information Regarding Investment Strategies and Risks

12		General Information

14		Shareholder Services Guide

20		Fund Management

22		Financial Highlights


2

Access Flex High Yield Fund^SM

Investment Summary

Investment Objective

Access Flex High Yield Fund seeks to provide investment results that correspond generally to the total return of the high yield market consistent with maintaining reasonable liquidity.

If the Access Flex High Yield Fund is successful in meeting its objective, its net asset value should generally gain value as the high yield market is rallying (gaining value). Conversely, its net asset value should generally decrease in value as the high yield market is falling (losing value). These results are generally similar to those of most traditional high yield mutual funds.

The Fund’s investment objective may be changed without shareholder approval.

Principal Investment Strategies

The Access Flex High Yield Fund will achieve its high yield exposure primarily through credit default swaps (“CDSs”) but may invest in each of the following types of financial instruments without limitation, consistent with applicable regulations:

High yield debt securities (commonly referred to as “junk bonds”)

Other debt and money market instruments

Interest rate swap agreements and futures contracts

Under normal circumstances, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in securities and other financial instruments that in combination should have economic characteristics similar to the high yield debt (“junk bond”) market and/or in high yield debt securities. The Fund will provide shareholders with at least 60 days’ prior notice of any change in the policy.

ProFund Advisors LLC (“ProFund Advisors” or the “Advisor”) seeks to invest the Fund’s assets so that the combination of its investments provide investment results that correspond to the high yield market and may employ strategies that result in high portfolio turnover. A high level of portfolio turnover may negatively affect performance by increasing transaction costs and generating greater tax liabilities for shareholders. In managing the Fund, the Advisor takes into consideration, among other things, the relative liquidity of and transaction costs associated with a particular investment and industry diversification of the Fund’s overall portfolio. The Advisor does not conduct fundamental analysis in managing the Fund.

High yield debt securities are generally debt securities rated BB+ and lower by Standard & Poor’s Ratings Service (“S&P”) or Fitch, Inc. (“Fitch”) or Ba1 or below by Moody’s Investor Services, Inc. (“Moody’s”) or if unrated, securities that the Advisor determines to be of comparable quality. High yield debt securities also include corporate notes, convertible debt securities and preferred securities. In addition, the Fund may invest in other instruments that provide exposure to the high yield bond market, exchange-traded funds (“ETFs”), unit investment trusts and other investment companies that invest primarily in high yield debt instruments.

CDSs are a type of swap contract. CDSs are typically bilateral financial contracts that transfer credit exposure between two parties. They may be used by the Access Flex High Yield Fund to obtain credit risk exposure similar to that of a direct investment in high yield bonds. One party to a CDS (the “buyer”) receives credit protection or sheds credit risk, whereas the other party (the “seller”) to a CDS is selling credit protection or taking on credit risk. The seller typically receives one or more pre-determined periodic payments from the other party. These payments are in consideration for guaranteeing to make a specific payment to the buyer should a negative credit event occur with respect to one of the issuers referenced in the CDS. An additional adjustment to account for market premiums or discounts may be paid or received when initially entering into or closing a position. The amount of credit protection purchased is measured by the “notional amount” of the CDS. A CDS may be either “funded” or “unfunded.” The Fund will generally use unfunded CDSs. A funded CDS has an interest rate component whereas an unfunded CDS does not. Where an unfunded CDS is used, the Fund would normally expect to obtain interest rate exposure through other means such as government notes, futures, or interest rate swaps. Interest rate swap agreements are typically bilateral financial contracts that involve the exchange of payments based on a fixed rate of interest applied to a notional amount with payments based on a floating rate of interest. Since the Fund seeks exposure to the high yield market, it will normally be a net seller of CDSs. For further information on CDSs and other types of swap agreements the Fund may use, please see “Investments and Risks” in the Statement of Additional Information (“SAI”).

The Access Flex High Yield Fund seeks to maintain exposure to the high yield bond markets regardless of market conditions and without taking defensive positions in cash or other instruments in anticipation of an adverse climate for the high yield bond markets. As a result, the Fund may not achieve its investment objective during this period. To find out if the Fund has sufficient assets to invest to attempt to meet its objective, you may call 1-888-776-3637. There is no assurance that the Fund will achieve its investment objective.

The Fund may invest up to 25% of its assets in foreign securities or financial instruments with respect to foreign securities.

Principal Risk Considerations

Like all investments, investing in the Fund entails risks. Many factors affect the value of an investment in the Fund. The factors most likely to have a significant impact on the Fund’s portfolio are called “principal risks.” The principal risks for the Fund are described below. The Fund may be subject to risks in addition to those identified as principal risks.

Active Investor Risk ProFund Advisors expects a significant portion of the assets of the Fund to come from professional money managers and investors who use the Fund as part of active trading or tactical asset allocation strategies. These strategies often call for frequent trading of Fund shares to take advantage of anticipated changes in market conditions. Active trading could increase the rate of portfolio turnover, which may increase costs and could negatively affect Fund performance. In addition, large movements of assets into and out of the Fund may negatively affect the Fund’s ability to achieve its investment objective or maintain a consistent level of operating expenses. In certain circumstances, the Fund’s expense ratio may vary from current estimates or the historical ratio disclosed in this Prospectus.


Access Flex High Yield Fund ·		3

performance, or documentation risk on the amount the Fund expects to receive from a counterparty; 3) the risk that securities prices, interest rates and currency markets will move adversely and the Fund will incur significant losses; 4) imperfect correlation between the price of financial instruments and movements in the prices of the underlying securities; 5) the risk that the cost of holding a financial instrument might exceed its total return; and 6) the possible absence of a liquid secondary market for a particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to adjust the Fund’s position in a particular instrument when desired. These and other risks associated with such techniques such as liquidity risk, interest rate risk, credit risk and counterparty risk are described elsewhere in this section.

CDS Risk The Fund will normally be a net “seller” of CDSs. When the Fund is a seller of an unfunded CDS, upon the occurrence of a credit event, the Fund has an obligation to pay the par value of a defaulted reference obligation and take delivery from the counterparty of such obligation. Since CDSs are usually physically settled, the counterparty may first need to purchase the obligation in order to deliver it and obtain par value payment or an equivalent cash value. An active market may not exist for any of the CDSs in which the Fund invests or in the reference obligations subject to the CDS. As a result, the Fund’s ability to maximize returns or minimize losses on such CDSs may be impaired. Other risks of CDSs include the difficulties in valuing the CDS, pricing transparency and the risk that the CDSs utilized by the Fund perform in a manner that does not correlate to the high yield bond markets or performs in other ways that are not expected. The Fund’s positions in CDSs are also subject to counterparty risk, market risk and interest rate risk. Because certain CDSs involve many reference issuers and there are no limitations on the notional amount established for the CDS, the Fund may use a single counterparty or a small number of counterparties, in which case, counterparty risk would be amplified. A credit default swap may involve greater risks than if the Fund invested directly in the underlying reference obligations. For example, a credit default swap may increase the Fund’s credit risk because it has exposure to both the issuer of the underlying reference obligation and the counterparty to the credit default swap. In addition, credit defaults swaps may be difficult to value depending on whether an active market exists for the credit default swaps in which the Fund invests. Investing in CDSs may be considered an aggressive investment technique.

Concentration Risk Concentration risk results from maintaining exposure to issuers conducting business in a specific industry. The risk of concentrating investments in a particular industry is that a Fund will be more susceptible to the risks associated with that industry than a Fund that does not concentrate its investments. The Fund may have significant exposure to an individual issuer. Such a fund will be more susceptible to the risks associated with that specific issuer, which may be different from the risks generally associated with the benchmark as a whole.

Counterparty Risk The counterparty to a financial instrument may default on its obligations under the related agreement. In this circumstance, the Fund may lose money. The Fund will usually have a contractual relationship only with the counterparty to a swap agreement or CDS and not the obligors of the reference obligations. As a result, the Fund generally will have no right directly to enforce compliance by the obligors with the terms of the reference obligations, no rights of set-off against the reference obligors, or any voting or other rights of ownership with respect to the reference obligations.

Credit Risk Credit risk is the risk that the Fund could lose money if the issuer or guarantor of a debt instrument becomes unwilling or unable to make timely principal and/or interest payments, or to otherwise meet its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings. Credit risk generally is not a factor for U.S. Government securities. Certain securities issued by U.S. government agencies, authorities or instrumentalities in which the Fund may invest are neither issued nor guaranteed as to principal and interest by the U.S. Government and may be exposed to credit risk.

Debt Instrument Risk Debt instruments may have varying levels of sensitivity to changes in interest rates, credit risk and other factors affecting debt securities. Typically, the value of outstanding debt instruments falls when interest rates rise. The values of debt instruments with longer maturities may fluctuate more in response to interest rate changes than those of instruments with shorter maturities. Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal prior to the maturity date. Debt instruments allowing prepayment may offer less potential for gains during a period of declining interest rates. Also, the securities of certain U.S. government agencies, authorities or instrumentalities in which a Fund may invest are neither issued by nor guaranteed as to principal and interest by the U.S. Government, and may be exposed to credit risk.

Early Close/Trading Halt Risk An exchange or market may close early or issue trading halts on specific securities, or the ability to buy or sell certain securities may be restricted, as a result, the Fund may be unable to buy or sell certain securities or financial instruments at certain times when it otherwise might do so. In such circumstances, the Fund may be unable to rebalance its portfolio, accurately price its investments and/or may incur substantial trading losses.

Equity Risk The equity markets are volatile, and the value of securities, futures, options contracts, and other instruments correlated with the equity markets may fluctuate dramatically from day to day. This volatility may cause the value of an investment in the Fund to decrease.

Foreign Currency Risk Investments denominated in foreign currencies are exposed to risk factors in addition to investments denominated in U.S. dollars. The value of an investment denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable or inaccurate. A U.S. dollar investment in Depositary Receipts or Ordinary Shares of foreign issuers traded on U.S. exchanges are subject to foreign currency risk.

Foreign Investment Risk Securities of foreign issuers and related financial instruments correlated to such stocks may be more volatile than their U.S. counterparts for a variety of reasons, including the effects of economic or political developments, public health and safety issues, demographic changes, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable or inaccurate. Additionally, certain countries may lack uniform accounting and disclosure standards or have standards that differ from U.S. standards. Securities or financial instruments purchased by a Fund may be affected by fluctuations in foreign currencies, as described under Foreign Currency Risk above.


4		· Access Flex High Yield Fund

political changes, or adverse developments specific to a company. These securities are subject to greater risk of loss, greater sensitivity to interest rate and economic changes, valuation difficulties, and a potential lack of a secondary or public market for securities. High yield debt instruments are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments and, therefore, such instruments generally involve greater risk of default or price changes than higher rated debt instruments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce market liquidity (liquidity risk). Less active markets may diminish the Fund’s ability to obtain accurate market quotations when valuing the portfolio securities and thereby give rise to valuation risk. High yield debt instruments may also present risks based on payment expectations. For example, these instruments may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, the Fund would have to replace the security with a lower yielding security resulting in a decreased return for investors. If the issuer of a security is in default with respect to interest or principal payments, the issuer’s security could lose its entire value. Furthermore, the transaction costs associated with the purchase and sale of high yield debt instruments may vary greatly depending upon a number of factors and may adversely affect the Fund’s performance.

Interest Rate Risk. Interest rate risk is the risk that securities and related financial instruments may fluctuate in value due to changes in interest rates. Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. The value of securities with longer maturities may fluctuate more in response to interest rate changes than securities with shorter maturities.

Issuer Specific Risk The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand of the issuer’s goods or services.

Liquidity Risk In certain circumstances, such as the disruption of the orderly markets for the securities or financial instruments in which the Fund invests, the Fund might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of ProFund Advisors. Certain derivative securities, such as over-the-counter contracts, held by the Fund may also be illiquid. This may prevent the Fund from limiting losses, realizing gains, or from achieving a high correlation with the total return of the high yield market. In addition, the Fund may not be able to pay redemption proceeds within the time periods described in this Prospectus as a result of unusual market conditions, an unusually high volume of redemption requests or other reasons.

Management Risk The Advisor will apply various investment techniques and strategies in making investment decisions for the Fund, but there can be no guarantee that these techniques and strategies will achieve the desired results.

Market Risk The Fund is subject to market risks that will affect the value of its shares, including adverse issuer, political, regulatory, market or economic developments, as well as developments that have an impact on specific economic sectors, industries or segments of the market. The Fund should normally lose value on days when the securities underlying the benchmark decline.

Non-Diversification Risk The Fund has the ability to concentrate a relatively high percentage of its investments in the securities of a small number of issuers. This would make the performance of the Fund more susceptible to a single economic, political or regulatory event than a diversified mutual fund might be.

Portfolio Turnover Risk The Fund’s strategy may involve high portfolio turnover to rebalance the Fund’s investment exposure. A high level of portfolio turnover may have a negative impact on performance by increasing transaction costs and generating greater tax liabilities for shareholders.

Repurchase Agreement Risk The Fund may enter into certain types of repurchase agreements. Repurchase agreements are generally subject to counterparty risk, which is the risk that the counterparty to the agreement could default on the agreement. If a seller defaults, the Fund could realize a loss on the sale of the underlying security to the extent that the proceeds of the sale including accrued interest are less than the resale price provided in the agreement, including interest. In addition, if the seller becomes involved in bankruptcy or insolvency proceedings, the Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if, for example, the Fund is treated as an unsecured creditor and required to return the underlying collateral to the seller or its assigns.

Valuation Risk In certain circumstances, portfolio securities may be valued using techniques other than market quotations. See the discussion under “General Information” under “Calculating Share Prices.” The value established for a portfolio security may be different from what would be produced through the use of another methodology or if it had been priced using market quotations. Portfolio securities that are valued using techniques other than market quotations, including “fair valued” securities, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that a Fund could sell a portfolio security for the value established for it at any time, and it is possible that a Fund would incur a loss because a portfolio security is sold at a discount to its established value.

An investment in the Fund is not a deposit of a bank, and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund is not guaranteed to achieve its investment objective, and an investment in the Fund could lose money. The Fund is not a complete investment program.

The Fund presents some risks not traditionally associated with most mutual funds. Please refer to the section titled “Additional Information Regarding Investment Strategies and Risks” later in this Prospectus and the SAI for additional information regarding strategies and risks.


Access Flex High Yield Fund ·		5

Fund Performance

The bar chart and table below provide an indication of the risks of investing in the Access Flex High Yield Fund by showing the variability of the Access Flex High Yield Fund returns from year to year and by comparing average annual total returns for the Investor Class Shares and Service Class Shares to a broad measure of market performance. Past performance, before and after taxes, is no guarantee of future results.

Average annual total returns are shown on a before and after-tax basis for Investor Class Shares only. After-tax returns for Service Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of Fund shares.

Annual Returns of Investor Class Shares as of December 31

LOGO

During the period covered in the bar chart, the highest return on Investor Class Shares of Access Flex High Yield Fund for one quarter was 3.94% (quarter ended June 30, 2005) and the lowest return was -3.58% (quarter ended March 31, 2005).


Average Annual Total Returns As of December 31, 2007	One Year	Since Inception	Inception Date
Investor Class Shares			12/17/04
- Before Taxes	4.82%	5.86%
- After Taxes on Distributions	3.14%	3.26%
- After Taxes on Distributions and Sale of Shares	3.12%	3.46%
Service Class Shares⁽¹⁾	3.83%	4.96%	12/17/04
Bear Stearns High Yield Composite Index⁽²⁾	2.09%	5.13%

(1)	Reflects no deduction for taxes.

(2)	Reflects no deduction for fees, expenses or taxes. Since Inception returns are calculated from the date the Fund commenced operations.

Fees and Expenses of the Fund

The table below describes the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Wire Fee $10 (This charge may be waived at the discretion of the Fund.)


Annual Fund Operating Expenses (expenses that are deducted from Fund assets)	Investor Class	Service Class
Management Fees	0.75%	0.75%
Distribution and Service (12b-1) Fees	0.00%	1.00%
Other Expenses*	0.77%	0.77%

Total Annual Fund Operating Expenses	1.52%	2.52%

“Other expenses” include fees paid for management (non-advisory) services, as described under “Fund Management” later in this Prospectus, legal and audit fees, printing costs, registration fees, custodial, fund accounting, administration and transfer agency fees, sub-transfer agency and administrative services fees charged by financial services firms, costs associated with independent trustees and certain other miscellaneous expenses.

Example: This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions your cost would be:


	One Year	Three Years	Five Years	Ten Years
Investor Class	$155	$480	$829	$1,813
Service Class	$255	$785	$1,340	$2,856


6		· Access Flex High Yield Fund

Access Flex Bear High Yield Fund^SM

Investment Summary

Investment Objective

Access Flex Bear High Yield Fund seeks to provide investment results that correspond generally to the inverse (opposite) of the total return of the high yield market consistent with maintaining reasonable liquidity.

If the Access Flex Bear High Yield Fund is successful in meeting its objective, its net asset value should generally lose value as the high yield market is rallying (gaining value). Conversely, its net asset value should generally increase in value as the high yield market is falling (losing value). These results are generally opposite those of most traditional high yield mutual funds.

The Fund’s investment objective may be changed without shareholder approval.

Principal Investment Strategies

The Access Flex Bear High Yield Fund will achieve its high yield exposure primarily through credit default swaps (“CDSs”) but may invest in each of the following types of financial instruments without limitation, consistent with applicable regulations:

Interest rate swap agreements and futures contracts

Other financial instruments whose value is derived from high yield debt securities

Debt and money market instruments

Under normal circumstances, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in securities and other financial instruments that in combination should provide inverse exposure to the high yield debt (“junk bond”) market and/or in high yield debt securities. The Fund will provide shareholders with at least 60 days’ prior notice of any change in the policy.

ProFund Advisors LLC (“ProFund Advisors” or the “Advisor”) seeks to invest the Fund’s assets so that the combination of its investments provide investment results that inversely correspond to the high yield market and may employ strategies that result in high portfolio turnover. A high level of portfolio turnover may negatively affect performance by increasing transaction costs and generating greater tax liabilities for shareholders. The Advisor also may use short sales to seek investment results that are inverse to the performance of the high yield debt market or to adjust the Fund’s investment exposure to debt securities. In managing the Fund, the Advisor takes into consideration, among other things, the relative liquidity of and transaction costs associated with a particular investment and industry diversification of the Fund’s overall portfolio. The Advisor does not conduct fundamental analysis in managing the Fund.

High yield debt securities that the Fund will seek inverse exposure to are generally debt securities rated BB+ and lower by Standard & Poor’s Ratings Service (“S&P”) or Fitch, Inc. (“Fitch”) or Ba1 or below by Moody’s Investor Services, Inc. (“Moody’s”) or if unrated, securities that the Advisor determines to be of comparable quality. High yield debt securities also include corporate notes, convertible debt securities and preferred securities. In addition, the Fund may invest in other instruments that provide exposure to the high yield bond market, exchange-traded funds (“ETFs”), unit investment trusts and other investment companies that invest primarily in high yield debt instruments.

CDSs are a type of swap contract. CDSs are typically bilateral financial contracts that transfer credit exposure between two parties. They may be used by the Access Flex Bear High Yield Fund to obtain credit risk exposure opposite to that of a direct investment in high yield bonds. One party to a CDS (the “buyer”) receives credit protection or sheds credit risk, whereas the other party (the “seller”) to a CDS is selling credit protection or taking on credit risk. The seller typically receives one or more pre-determined periodic payments from the other party. These payments are in consideration for guaranteeing to make a specific payment to the buyer should a negative credit event occur with respect to one of the issuers referenced in the CDS. An additional adjustment to account for market premiums or discounts may be paid or received when initially entering into or closing a position. The amount of credit protection purchased is measured by the “notional amount” of the CDS. A CDS may be either “funded” or “unfunded.” The Fund will generally use unfunded CDSs. A funded CDS has an interest rate component whereas an unfunded CDS does not. Where an unfunded CDS is used, the Fund would normally expect to obtain interest rate exposure opposite to that of a direct investment in fixed income instruments by selling futures or entering into interest rate swaps. Interest rate swap agreements are typically bilateral financial contracts that involve the exchange of payments based on a fixed rate of interest applied to a notional amount with payments based on a floating rate of interest. Since the Fund seeks inverse exposure to the high yield market, it will normally be a net buyer of CDSs. For further information on CDSs and other types of swap agreements the Fund may use, please see “Investments and Risks” in the Statement of Additional Information (“SAI”).

Short selling involves borrowing a security and then selling it. If the Fund buys back the security at a price lower than the price at which it sold the security plus accrued interest, the Fund will earn a positive return (profit) on the difference. If the current market price plus accrued interest is greater when the security is bought back, the Fund will incur a negative return (loss) on the transaction.

The Access Flex Bear High Yield Fund seeks to maintain inverse exposure to the high yield bond markets regardless of market conditions and without taking defensive positions in cash or other instruments in anticipation of a favorable climate for the high yield bond markets (which would generally be adverse market conditions for this Fund). As a result, the Fund may not achieve its investment objective during this period. To find out if the Fund has sufficient assets to invest to attempt to meet its objective, you may call 1-888-776-3637. There is no assurance that the Fund will achieve its investment objective.

The Fund may invest up to 25% of its assets in foreign securities or financial instruments with respect to foreign securities

Principal Risk Considerations


Access Flex Bear High Yield Fund ·		7

the Fund may negatively affect the Fund’s ability to achieve its investment objective or maintain a consistent level of operating expenses. In certain circumstances, the Fund’s expense ratio may vary from current estimates or the historical ratio disclosed in this Prospectus.

Aggressive Investment Technique Risk The Fund may use investment techniques that may be considered aggressive, including the use of swap agreements, CDSs and similar instruments. Such techniques may expose the Fund to potentially dramatic changes (losses or gains) in the value of its portfolio holdings and the risk of imperfect correlation between the value of the instruments and the relevant security, index or market. These techniques also may expose the Fund to risks different from, or possibly greater than, the risks associated with investing in a manner opposite to the high yield market, including: 1) the risk that an instrument is temporarily mispriced; 2) credit, performance, or documentation risk on the amount the Fund expects to receive from a counterparty; 3) the risk that securities prices, interest rates and currency markets will move adversely and the Fund will incur significant losses; 4) imperfect correlation between the price of financial instruments and movements in the prices of the underlying securities; 5) the risk that the cost of holding a financial instrument might exceed its total return; and 6) the possible absence of a liquid secondary market for a particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to adjust the Fund’s position in a particular instrument when desired. These and other risks associated with such techniques such as liquidity risk, interest rate risk, credit risk and counterparty risk are described elsewhere in this section.

CDS Risk The Fund will normally be a net “buyer” of CDSs. When the Fund is a buyer of an unfunded CDS, upon the occurrence of a credit event, the counterparty to the Fund has an obligation to pay the par value of a defaulted reference obligation and take delivery from the Fund of such obligation. Since CDSs are usually physically settled, the Fund may first need to purchase the obligation in order to deliver it and obtain par value payment or an equivalent cash value. An active market may not exist for any of the CDSs in which the Fund invests or in the reference obligations subject to the CDS. As a result, the Fund’s ability to maximize returns or minimize losses on such CDSs may be impaired. Other risks of CDSs include the difficulties in valuing the CDS, pricing transparency and the risk that the CDSs utilized by the Fund perform in a manner that does not correlate to the high yield bond markets or performs in other ways that are not expected. The Fund’s positions in CDSs are also subject to counterparty risk, market risk and interest rate risk. Because certain CDSs involve many reference issuers and there are no limitations on the notional amount established for the CDS, the Fund may use a single counterparty or a small number of counterparties, in which case, counterparty risk would be amplified. A credit default swap may involve greater risks than if the Fund invested directly in the underlying reference obligations. For example, a credit default swap may increase the Fund’s credit risk because it has exposure to both the issuer of the underlying reference obligation and the counterparty to the credit default swap. In addition, credit defaults swaps may be difficult to value depending on whether an active market exists for the credit default swaps in which the Fund invests. Investing in CDSs may be considered an aggressive investment technique.

Foreign Investment Risk Securities of foreign issuers and related financial instruments correlated to such stocks may be more


8		· Access Flex Bear High Yield Fund

volatile than their U.S. counterparts for a variety of reasons, including the effects of economic or political developments, public health and safety issues, demographic changes, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable or inaccurate. Additionally, certain countries may lack uniform accounting and disclosure standards or have standards that differ from U.S. standards. Securities or financial instruments purchased by a Fund may be affected by fluctuations in foreign currencies, as described under Foreign Currency Risk above.

High Yield Risk Investment in or exposure to high yield (lower rated) debt instruments (also known as “junk bonds”) may involve greater levels of interest rate, credit, liquidity and valuation risk than for higher rated instruments. High yield debt instruments may be sensitive to economic changes, political changes, or adverse developments specific to a company. These securities are subject to greater risk of loss, greater sensitivity to interest rate and economic changes, valuation difficulties, and a potential lack of a secondary or public market for securities. High yield debt instruments are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments and, therefore, such instruments generally involve greater risk of default or price changes than higher rated debt instruments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce market liquidity (liquidity risk). Less active markets may diminish the Fund’s ability to obtain accurate market quotations when valuing the portfolio securities and thereby give rise to valuation risk. High yield debt instruments may also present risks based on payment expectations. For example, these instruments may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, the Fund would have to replace the security with a lower yielding security resulting in a decreased return for investors. If the issuer of a security is in default with respect to interest or principal payments, the issuer’s security could lose its entire value. Furthermore, the transaction costs associated with the purchase and sale of high yield debt instruments may vary greatly depending upon a number of factors and may adversely affect the Fund’s performance.

Interest Rate Risk Interest rate risk is the risk that securities and related financial instruments may fluctuate in value due to changes in interest rates. Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. The value of securities with longer maturities may fluctuate more in response to interest rate changes than securities with shorter maturities.

Inverse Correlation Risk Because the Fund’s investment objective is to provide investment results that correspond generally to the inverse (opposite) of the total return of the high yield market, the Fund will generally lose value as the high yield market is rallying (gaining value). This result is the opposite of those of traditional high yield mutual funds, and certain of the risks discussed apply to the Fund in an inverse or opposite fashion than they would apply to a traditional high yield mutual fund.

Liquidity Risk In certain circumstances, such as the disruption of the orderly markets for the securities or financial instruments in which the Fund invests, the Fund might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of ProFund Advisors. Certain derivative securities, such as over-the-counter contracts, held by the Fund may also be illiquid. This may prevent the Fund from limiting losses, realizing gains, or from achieving a high inverse correlation with the total return of the high yield market. In addition, the Fund may not be able to pay redemption proceeds within the time periods described in this Prospectus as a result of unusual market conditions, an unusually high volume of redemption requests or other reasons.

Market Risk The Fund is subject to market risks that will affect the value of its shares, including adverse issuer, political, regulatory, market or economic developments, as well as developments that have an impact on specific economic sectors, industries or segments of the market. The Fund should normally gain value on days when the securities underlying the benchmark decline.

Short Sale Risk The Fund’s use of short sales may involve additional transaction costs and other expenses. As a result, the cost of maintaining a short position may exceed the return on the position, which may cause the Fund to lose money. Under certain market conditions, short sales can increase the volatility, and decrease the liquidity, of certain securities or positions and may lower the Fund’s return or result in a loss. Entering into short positions through financial instruments such as futures, options, and swap agreements may also cause the Fund to be exposed to short sale risk. Selling short may be considered an aggressive investment technique. See Aggressive Investment Technique Risk.


Access Flex Bear High Yield Fund ·		9

Fund Performance

The bar chart and table below provide an indication of the risks of investing in the Access Flex Bear High Yield Fund by showing the variability of the Access Flex Bear High Yield Fund returns and by comparing average annual total returns for the Investor Class Shares and Service Class Shares to a broad measure of market performance. Past performance, before and after taxes, is no guarantee of future results.

Annual Returns of Investor Class Shares as of December 31

LOGO

During the period covered in the bar chart, the highest return on Investor Class Shares of Access Flex Bear High Yield for one quarter was 3.44% (quarter ended June 30, 2007) and the lowest return was -2.29% (quarter ended September 30, 2007).


Average Annual Total Returns As of December 31, 2007	One Year	Since Inception	Inception Date
Investor Class Shares			4/27/05
- Before Taxes	0.55%	-3.35%
- After Taxes on Distributions	-0.77%	-3.83%
- After Taxes on Distributions and Sale of Shares	0.36%	-3.11%
Service Class Shares⁽¹⁾	-0.47%	-4.36%	4/27/05
Bear Stearns High Yield Composite Index⁽²⁾	2.09%	6.59%

(1)	Reflects no deduction for taxes.

(2)	Reflects no deduction for fees, expenses or taxes. Since Inception returns are calculated from the date the Fund commenced operations.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Wire Fee $10 (This charge may be waived at the discretion of the Fund.)


Annual Fund Operating Expenses (expenses that are deducted from Fund assets)	Investor Class	Service Class
Management Fees	0.75%	0.75%
Distribution and Service (12b-1) Fees	0.00%	1.00%
Other Expenses*	0.68%	0.68%

Total Annual Fund Operating Expenses	1.43%	2.43%

Example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your cost would be:


	One Year	Three Years	Five Years	Ten Years
Investor Class	$146	$452	$782	$1,713
Service Class	$246	$758	$1,296	$2,766


10		· Access Flex Bear High Yield Fund

Additional Information Regarding Investment Strategies and Risks

This section provides additional information regarding some of the principal investments and related risks of the Funds. It also describes characteristics and risks of additional securities and investment techniques that may be used by the Funds from time to time. This Prospectus does not attempt to disclose all of the various types of securities and investment techniques that may be used by the Funds. The following describes various instruments and strategies that the Funds may use in pursuing their investment objectives. Like all investments, investing in the Funds entails risks. Many factors affect the value of an investment in the Funds. The factors most likely to have a significant impact on each Fund’s portfolio are called “principal risks.” The principal risks for each Fund are identified in the Investment Summary. The Funds may be subject to risks in addition to those identified as principal risks.

Cash Positions, such as money market instruments, U.S. Government securities, repurchase agreements and other cash equivalent positions, may be held by the Funds for investment purposes to provide liquidity for shareholder transactions or to back investments in financial instruments.

Debt Instruments include bonds and other instruments, such as certificates of deposit, Euro time deposits, commercial paper (including asset-backed commercial paper), notes, funding agreements and U.S. Government securities, that are used by U.S. and foreign banks, financial institutions, corporations, or other entities to borrow money from investors. Holders of debt instruments have a higher priority claim to assets than do holders of equity securities. Typically, the debt issuer pays the investor a fixed, variable or floating rate of interest and must repay the borrowed amount at maturity. Some debt instruments, such as zero coupon bonds, are sold at a discount from their face values instead of paying interest.

Depositary Receipts (“DRs”) include American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), and New York Shares (“NYSs”).

ADRs represent the right to receive securities of foreign issuers deposited in a bank or trust company. ADRs are an alternative to purchasing the underlying securities in their national markets and currencies. Investment in ADRs has certain advantages over direct investment in the underlying foreign securities because: (i) ADRs are U.S. dollar-denominated investments that are easily transferable and for which market quotations are readily available, and (ii) issuers whose securities are represented by ADRs are generally subject to auditing, accounting and financial reporting standards similar to those applied to domestic issuers.

GDRs are receipts for shares in a foreign-based corporation traded in capital markets around the world. While ADRs permit foreign corporations to offer shares to American citizens, GDRs allow companies in Europe, Asia, the United States and Latin America to offer shares in many markets around the world.

A New York Share is a share of New York registry, representing equity ownership in a non-U.S. company, allowing for a part of the capital of the company to be outstanding in the U.S. and part in the home market. It is issued by a U.S. transfer agent and registrar on behalf of the company and created against the cancellation of the local share by the local registrar. One New York Share is always equal to one ordinary share. New York Share programs are typically managed by the same banks that manage ADRs, as the mechanics of the instrument are very similar. New York Shares are used primarily by Dutch companies.

Equity Securities include common stock, preferred stock, depositary receipts, convertible securities and rights and warrants. Stocks represent an ownership interest in a corporation. While the Funds seek exposure or inverse exposure to the high yield bond markets through the use of financial instruments, each Fund may invest in or seek exposure or inverse exposure to equity securities and other types of securities when the Advisor believes they offer more attractive opportunities. To the extent the Funds invest in equity securities, the Funds will be subject to equity risk. The equity markets are volatile, and the value of securities, futures, options contracts and other instruments correlated with the equity markets may fluctuate dramatically from day-to-day. This volatility may cause the value of an investment in the Funds to decrease. As noted above, the Access Flex Bear High Yield Fund seeks to provide investment results that correspond generally to the inverse (opposite) of the total return of the high yield market, and thus the equity risk considerations for the Access Flex Bear High Yield Fund will generally be the opposite of those for a traditional high yield mutual fund.

Financial Instruments include investment contracts whose value is derived from the value of an underlying asset, interest rate or index such as futures contracts, options on futures contracts, swap agreements, forward contracts, structured notes, options on securities and stock indexes and cash investments in debt or money market instruments covering such positions. The Funds may invest in financial instruments as a substitute for investing directly in bonds. Financial instruments may also be used to employ leveraged investment techniques and as an alternative to selling short. Use of financial instruments may involve costs, in addition to transaction costs.

Forward Contracts are two-party contracts entered into with dealers or financial institutions where a purchase or sale of a specific quantity of a commodity, security, foreign currency or other financial instrument is agreed upon at a set price, with delivery and settlement at a specified future date. Forwards may also be structured for cash settlement, rather than physical delivery.

Futures or Futures Contracts, are contracts to pay a fixed price for an agreed-upon amount of commodities or securities, or the cash value of the commodities or securities on an agreed-upon date. The price of a futures contract theoretically reflects a cost of financing and the dividend or interest yield of the underlying securities.

High Yield Debt Instruments, such as bonds and debt securities, are generally those securities rated BB+ and lower by Standard & Poor’s Ratings Service (“S&P”) or Fitch, Inc. (“Fitch”) or Ba1 or below by Moody’s Investor Services, Inc. (“Moody’s”) or if unrated, of comparable quality. Below investment grade fixed income securities are high-yield, high risk securities, commonly called “junk bonds,” which are considered speculative. Below investment grade fixed income securities generally pay higher yields (greater income) than investment in higher-quality securities; however, below investment grade securities involve greater risk to timely payment of principal and interest, including the possibility of default or bankruptcy of the issuers of the security. As noted above, the Access Flex High Yield Fund seeks to correspond generally to the total return of the high yield market and thus an investment in the Fund will generally decline in value when the high yield market is losing value. By contrast, the Access Flex Bear High Yield Fund seeks to correspond generally to the inverse (opposite) of the total return of the high yield market, and thus an investment in the Fund will generally decline in value when the high yield market is gaining value.

Investment Company Securities, such as open end investment companies and exchange traded funds, provide a means for the Funds to obtain exposure to certain markets. Each Fund may invest up to 10% of its total assets in securities of other non-affiliated investment companies in accordance with current law, and without limit in money market mutual funds. As


Access Flex High Yield Fund and Access Flex Bear High Yield Fund ·		11

a shareholder of an investment company, the Funds may indirectly bear service and other fees that are in addition to the fees the Funds pay to service providers.

Money Market Instruments are short-term debt instruments that have terms-to-maturity of less than 397 days and exhibit high quality credit profiles. Money market instruments include U.S. Government securities and repurchase agreements.

Option Contracts grant one party a right, for a price, either to buy or sell a security or futures contract at a fixed price during a specified period or on a specified day. A call option gives one the right to buy a stock at an agreed-upon price on or before a certain date. A put option gives one the right to sell a stock at an agreed-upon price on or before a certain date.

Repurchase Agreements are contracts in which the seller of securities, usually U.S. Government securities, agrees to buy them back at a specified time and price. Repurchase agreements are primarily used by a Fund as a short-term investment vehicle for cash positions.

Structured Notes are debt obligations which may include components such as swaps, forwards, options, caps or floors which change its return pattern. Structured notes may be used to alter the risks to a portfolio, or alternatively may be used to expose a portfolio to asset classes or markets in which one does not desire to invest directly.

Swap Agreements are two-party contracts where the parties agree to exchange net returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments.

U.S. Government Securities are securities issued by the U.S. Government or one of its agencies or instrumentalities. Some, but not all, U.S. Government securities are guaranteed as to principal or interest and are backed by the full faith and credit of the federal government. Other U.S. Government securities are backed by the issuer’s right to borrow from the U.S. Treasury and some are backed only by the credit of the issuing organization.

The SAI contains more information about each Fund’s investment strategies and related risks.

General Information

Calculating Share Prices

Each Fund normally calculates its daily share price for each class of shares at the close of trading on the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern Time) every day the NYSE is open for business except for Columbus Day and Veterans’ Day (due to the fact that Columbus Day and Veterans’ Day are currently the only two holidays where the bond markets are closed and the NYSE is open).

NYSE Holiday Schedule: The NYSE is open every week, Monday through Friday, except when the following holidays are celebrated: New Year’s Day, Martin Luther King, Jr. Day (the third Monday in January), Presidents’ Day (observed), Good Friday, Memorial Day (the last Monday in May), Independence Day, Labor Day (the first Monday in September), Thanksgiving Day (the fourth Thursday in November) and Christmas Day. Exchange holiday schedules are subject to change without notice. The NYSE may close early on the day before each of these holidays and the day after Thanksgiving Day.

To the extent a Fund’s portfolio investments trade in markets on days when the Fund is not open for business, the value of the Fund’s assets may vary on those days. In addition, trading in certain portfolio investments may not occur on days a Fund is open for business. If the exchange or market on which a Fund’s underlying investments are primarily traded closes early, the NAV may be calculated prior to its normal calculation time.

Securities Industry and Financial Markets Association’s (formerly known as the Bond Market Association) (“SIFMA”) Proposed Early Close Schedule: On the following days in 2008, SIFMA has recommended that the bond markets close at 2:00 p.m. Eastern Time: Thursday, March 20, 2008; Friday, May 23, 2008; Thursday, July 3, 2008; Friday, August 29, 2008; Friday, October 10, 2008; Wednesday, November 26, 2008; Friday, November 28, 2008; Wednesday, December 24, 2008 and Friday, December 26, 2008. SIFMA may announce changes to this schedule or other early close dates from time to time. A Fund may cease taking transaction requests including requests to exchange to or from other funds managed by the Advisor or affiliates of the Advisor on such days at the cut-off time.

Each Fund’s assets are valued primarily on the basis of information furnished by a pricing service or market quotations. Certain short-term securities are valued on the basis of amortized cost. Securities traded regularly in the over-the-counter market (other than the NASDAQ) are valued on the basis of the mean between the bid and asked quotes furnished by primary market makers for those securities. Futures contracts purchased and held by a Fund are generally valued at the last sale price prior to the time the Fund determines its NAV. If market quotations are not readily available, an investment may be valued by other methods that the Board of Trustees believes accurately reflects fair value. The use of such a fair valuation method may be appropriate if, for example: (i) market quotations do not accurately reflect fair value of an investment; (ii) an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (for example, a foreign exchange or market); (iii) a trading halt closes an exchange or market early; or (iv) other events result in an exchange or market delaying its normal close. Fair valuation procedures involve the risk that the Fund’s valuation of an investment may be higher or lower than the price the investment might actually command if the Fund sold it. See “Valuation Risk” in this Prospectus and the Fund’s SAI for more details.


12		· General Information

Dividends and Distributions

At least annually, each of the Funds intends to declare and distribute to shareholders all of the year’s net investment income and net capital gains, if any:



	Dividends		Capital Gains

Fund	Accrued	Paid	Paid

Access Flex High Yield Fund	Quarterly	Quarterly	Annually

Access Flex Bear High Yield Fund	Annually	Annually	Annually

The Funds do not announce dividend distribution dates in advance. Certain investment strategies employed by certain Funds may produce income or net short-term capital gains which the Funds would seek to distribute more frequently. The Funds may declare additional capital gains distributions during a year. A Fund will reinvest distributions in additional shares of that Fund unless a shareholder has written to request distributions in cash (by check, wire or Automated Clearing House (“ACH”)). By selecting the distribution by check or wire option, the shareholder agrees to the following conditions:

If a shareholder elects to receive distributions by check or wire, each Fund will, nonetheless, automatically reinvest such distributions in additional shares of the Fund if they are $10 or less (and payable by check) or $25 or less (and payable by wire). A shareholder may elect to receive distributions via ACH or reinvest such distribution in shares of another Fund regardless of amount.

Any dividend or distribution check, which has been returned, or has remained uncashed for a period of six months from the issuance date, will be cancelled, and the funds will be reinvested (net of any bank charges) on the date of cancellation into the appropriate class of the Fund from which such distribution was paid or, if the account is closed or only the Money Market ProFund is open, the funds will be reinvested into the Money Market ProFund (information about the Money Market ProFund is contained in a separate Prospectus which may be obtained by calling (888) 776-5717); and

Any account on which a dividend or distribution check was returned or remained uncashed for a period of six months will automatically have the dividend and distribution payment election adjusted so that all future dividends or distributions are reinvested into the appropriate class of the fund from which such dividend or distribution would have been paid, unless subsequent distribution checks have been cashed.

Tax Consequences

The following information is a general summary of the U.S. federal income tax consequences of an investment in a Fund and does not address any foreign, state or local tax consequences. Please see “Taxation” in the SAI for more information.

Each Fund intends to qualify as a “regulated investment company” for federal income tax purposes. As such the Funds do not ordinarily pay federal income tax on net investment income and net capital gains that they distribute to shareholders.

The Funds expect to distribute all or substantially all of their net investment income and capital gains to shareholders every year or more often if in the best interest of the Fund shareholders. Shareholders will generally be subject to tax on Fund distributions regardless of whether they receive cash or choose to have the distributions and dividends reinvested.

Distributions are taxable to a shareholder even if they are paid from income or gains earned by a Fund prior to the shareholder’s purchase of the Fund shares (which income or gains were thus included in the price paid for the Fund shares).

Distributions of net investment income (including short-term capital gains) are generally taxed to a shareholder as ordinary income; distributions of net long-term capital gains that are properly designated as capital gain dividends are taxed to a shareholder as long-term capital gains.

Whether a distribution of capital gains by a Fund is taxable to shareholders as ordinary income or at the capital gains rate depends on how long the Fund has owned (or is treated as having owned) the investments generating the distribution, not on how long an investor has owned shares of the Fund. Distributions of gains from investments that a Fund has owned (or is treated as having owned) for more than 12 months and that are properly designated by the Fund as capital gain dividends will be taxable as long-term capital gains. Distributions of gains from investments that a Fund has owned (or is treated as having owned) for 12 months or less and gains on the sale of bonds characterized as market discount will be taxable as ordinary income.

For taxable years beginning before January 1, 2011, distributions of investment income designated by a Fund as derived from “qualified dividend income” will be taxed in the hands of individuals at the rates applicable to long-term capital gains, provided that holding period and other requirements are met at both the shareholder and Fund level. The Funds do not expect a significant portion of their distributions to be derived from qualified dividend income.

Dividends and distributions declared by the Funds in October, November or December of one year and paid in January of the next year will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received.

If shareholders redeem their Fund shares, they may have a capital gain or loss, which will be long-term or short-term, depending upon how long they have held the shares. Shareholder transactions in the Fund’s shares resulting in gain from selling shares held for more than one year generally are taxed at capital gain rates, while those resulting from sales of shares held for one year or less generally are taxed at ordinary income rates.

If shareholders exchange Fund shares for shares of a different fund, this will be treated as a sale of the Fund’s shares and any gain on the transaction will generally be subject to federal income tax.

Long-term capital gain rates applicable to individuals have been temporarily reduced — in general, to 15% with lower rates applying to taxpayers in the 10% and 15% rate brackets — for taxable years beginning before January 1, 2011.

Distributions from investments in securities of foreign issuers, if any, including dividend or interest payments, may be subject to withholding and other taxes at the source. In such cases, a Fund’s yield on those securities would decrease. Shareholders generally will not be entitled to claim a credit or deduction with respect to such foreign taxes. In addition, a Fund’s investments in foreign securities or foreign currencies may increase or accelerate a Fund’s recognition of income and may affect the timing or amount of a Fund’s distributions.

A Fund’s investment in certain debt instruments and a Fund’s use of derivatives may cause the Fund to recognize taxable income in excess of the cash generated by such instruments. As a result, a Fund could be required at times to liquidate other investments in order to satisfy its distribution requirements under the Code.


General Information ·		13

A Fund’s use of derivatives will also affect the amount, timing, and character of the Fund’s distributions. In addition, because the U.S. tax rules applicable to derivatives are complex and uncertain in various respects, an adverse determination or future Internal Revenue Service guidance with respect to these rules may affect whether a Fund has made distributions in an amount sufficient to maintain qualification as a regulated investment company and avoid a fund-level tax.

Distributions by a Fund to retirement plans that qualify for tax-exempt treatment under U.S. federal income tax laws will not be taxable. Special tax rules apply to investments through such plans. You should consult your tax advisor to determine the suitability of the Fund as an investment through such a plan and the tax treatment of distributions (including distributions of amounts attributable to an investment in the Fund) from such a plan.

The Funds may be required to withhold U.S. federal income tax at the rate of 28% of all taxable distributions and redemption proceeds payable through 2010 to shareholders who fail to provide the Fund with correct taxpayer identification numbers or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. After 2010 the withholding tax rate on such shareholders will be 31%. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability.

In general dividends (other than capital gain dividends) paid to a shareholder that is not a “U.S. person” within the meaning of the Code (such shareholder, a “foreign person”) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). For taxable years beginning before January 1, 2008, a Fund generally was not required to withhold any amounts with respect to distributions of (i) U.S.-source interest income that would not be subject to U.S. federal income tax if earned directly by a foreign person, and (ii) net short-term capital gains in excess of net long-term capital losses, in each case to the extent such distributions were properly designated by the Fund and certain other requirements were met. Legislation to extend this exemption was proposed but not enacted in 2007. It is unclear whether similar legislation will be enacted in 2008.

Because each investor’s tax circumstances are unique and because the tax laws are subject to change, it is recommended that shareholders consult their own tax advisors about federal, state, local and foreign tax consequences of investment in the Funds.

Shareholder

Services Guide


You may purchase shares using any of the following methods.		How to Make an Initial Purchase

Fund Minimums		The minimum initial investment amounts are: > $4,000 for Roth, Regular and Spousal IRAs held in discretionary accounts controlled by a financial professional. > $5,000 for other discretionary accounts controlled by a financial professional. > $15,000 for self-directed accounts controlled directly by investors.

		Step 1: Complete a New Account Form (see “Completing your New Account Form”.)

By Mail		Step 2: Make your check payable to the Fund. Write the name of the Fund and your account number, if known, on the check.

		Step 3: Send the signed New Account Form and check to: Access One Trust P.O. Box 182800 Columbus, OH 43218-2800

		Step 1: Complete a New Account Form (see “Completing your New Account Form”).

		Step 2: Fax the New Account Form to (800) 782-4797 (toll-free) or (614) 470-8718. Call the Fund to: > confirm receipt of the faxed New Account Form, > request your new account number, and > receive a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from the Fund). Send the original, signed New Account Form to: Access One Trust P.O. Box 182800 Columbus, OH 43218-2800

By Wire		Step 3: Call Access One Trust to receive the Fund’s wiring instructions.
		Your wire normally must be received and accepted by the Fund between 8:00 a.m. and 1:40 p.m., Eastern Time for the Fund to purchase shares the day of the wire transfer. Investment instructions provided to the Fund may be cancelled if the wire transfer is not received by 1:40 p.m., Eastern Time. The Fund is not responsible for transfer errors by the sending or receiving bank and will not be liable for any loss incurred due to a wire transfer not having been received. On any day that the Fund calculates its NAV earlier than normal, the Fund reserves the right to adjust the times noted above, except the 8:00 a.m. beginning time.

		Step 1: Go to www.profunds.com

By Internet		Step 2: Click on the “Open Account” Button.

		Step 3: Complete an on-line New Account Form.

Through a Financial Professional		Contact your financial professional with your instructions.


14		· General Information


You may purchase shares using any of the following methods.		How to Purchase Additional Shares
Fund Minimums		The minimum subsequent purchase amount is $100.
		Step 1: Complete an 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 Fund and the purchase amount. Make sure that your investment meets the additional purchase minimum.
By Mail		Step 2: Make your check payable to the Fund. Write the name of the Fund and your account number, if known, on the check.
		Step 3: Send the investment slip and check to: Access One Trust P.O. Box 182800 Columbus, OH 43218-2800
By Wire		Step 1: Call Access One Trust to inform us of: > your account number, > the amount to be wired, and > the Fund in which you wish to invest. You will then be given a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from Access One Trust).
		Step 2: Contact your bank to initiate your wire transfer.
By ACH		Step 1: Call Access One Trust to inform us of: > the fact that you want to make an ACH purchase, > your account number, > the purchase amount, and > the Fund(s) in which you wish to invest. You will then be given a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from the Trust). Please note the maximum ACH purchase is $50,000.
		Step 1: Go to www.profunds.com
		Step 2: Click on the “Access Account” Button.
By Internet		Step 3: Enter User Name and Password
		Step 4: Follow transaction instructions for making a purchase.
Through a Financial Professional		Contact your financial professional with your instructions.



Contact Information

Telephone:		(888) 776-3637 or (614) 470-8122 — Individual Investors only (888) 776-5717 — Institutions and Financial Professionals only

Fax:		(800) 782-4797 (toll-free) or (614) 470-8718

Internet:		www.accesshighyield.com

Regular mail:		Access One Trust P.O. Box 182800 Columbus, OH 43218-2800

Overnight mail:		Access One Trust c/o Citi Fund Services 3435 Stelzer Road Columbus, OH 43219

Opening a New Account

The Funds each offer two classes of shares in this Prospectus: Investor Class Shares and Service Class Shares. Investor Class Shares may be purchased directly through ProFunds Distributors, Inc. (the “Distributor”) or through authorized financial professionals. Service Class Shares may only be purchased through authorized financial professionals and have service and distribution expenses not applicable to Investor Class Shares. There is a separate New Account Form for each class of shares. Please ensure you have the correct New Account Form before completing it. Each Fund reserves the right to discontinue offering shares at any time, or to cease investment operations entirely.

Fund Accounts

To open a Fund account, you will need to complete a New Account Form. You should also read this Prospectus carefully prior to opening your account. Contact the Funds to request a New Account Form or download a New Account Form from the Funds’ Internet website. For guidelines to help you complete the Form, see instructions on this page. You may also open a new account on-line. Go to www.profunds.com, select “Open Account” and follow the instructions. Please note that new accounts opened on-line may be funded through ACH, or by check. For accounts funded through ACH, the maximum initial investment amount is $50,000.

Retirement Plan Accounts

Several types of Individual Retirement Accounts (“IRAs”) and tax-sheltered annuities (“TSA or 403(b)(7) plans”) are available. Please visit the Trust’s Internet website or contact the Trust for a retirement plan account application. The IRA custodian charges an annual fee of $15 per social security number for all types of IRAs. The annual fee may be waived and/or the Advisor may pay the fee in certain circumstances. Other types of retirement accounts, such as profit sharing, money purchase and 401(k) accounts may be established; however, the Trust does not sponsor these plans nor does the Trust provide retirement reporting for these types of plans. Please visit the Trust’s Internet web-site or contact the Fund for a retirement plan account application.

Accounts Through Financial Professionals

Contact your financial professional for information on opening an account to invest in the Funds.

Completing your New Account Form

You must provide each account holder’s social security number or tax identification number and date of birth on the New Account Form.

Attach the title page and signature page of trust documents when establishing a trust account. Contact the Fund for information on what is required on each page.

When establishing an account for your corporation, partnership or self directed retirement plan, please indicate the correct account type to ensure proper tax reporting, and provide a certified resolution or other documentation evidencing your authority to open the account and engage in transactions.

You must provide a street address (the Funds do not accept P.O. Box only addresses, but APO and FPO Armed Forces mailing addresses are acceptable). If account holders have different addresses, each address must be provided.

Be sure all parties named on the account sign the New Account Form.

Federal law requires all financial institutions to obtain, verify and record information that identifies each person or entity who opens an account. Some or all of the information provided will be used by the Funds and/or their agents to verify the identity of the persons opening an account. If this information is not provided, the Funds may not be able to open your account. Accounts may be restricted or closed, and monies withheld,


Shareholder Services Guide ·		15

pending verification of this information or as otherwise required under federal regulations. You may be asked to provide additional information to verify your identity consistent with the requirements under anti-money laundering regulations. In addition, transaction orders, including orders for purchases, exchanges and redemptions may be suspended, restricted, cancelled or processed and the proceeds may be withheld.

Purchasing Shares

You have the option to send purchase orders by mail or fax and to send purchase proceeds by check, ACH or wire. All purchases must be made in U.S. dollars drawn on a U.S. bank. Cash, starter checks, Internet-based checks, credit cards, travelers’ checks, money orders and credit card checks are not accepted. Third-party checks are generally not accepted to open an account.

The Funds price shares you purchase at the price per share next computed after we (or an authorized financial intermediary) receive your purchase request in good order. To be in good order, a purchase request must include a wire, check or ACH received by stated cut-off times, and for new accounts, a properly completed New Account Form. The Funds cannot accept wire or

ACH purchases on bank holidays. The Funds and the Funds’ Distributor may reject any purchase request for any reason.

Important information you should know when you purchase Shares:

Instructions, written or by telephone, given to the Fund for wire transfer requests do not constitute a transaction request received in “good order” until the wire transfer has been received by the Fund. A wire purchase will be considered in good order if (i) you have completed and faxed a New Account Form; (ii) you have contacted the Fund and received a confirmation number, and (iii) the Fund receives and accepts your wire during the Fund’s wire processing times noted in the chart on page 17 and further described under “Additional Shareholder Information.”

Although the Funds do not charge for wire receipt, your bank may charge a fee to send wires. Please be sure that the wire is sufficient to cover your purchase and any such bank fees.

If the New Account Form does not designate a share class, your investment will be made in the Investor Class of the identified Fund. If no Fund is identified, your investment will be made in the Investor Class shares of the Money Market ProFund. Neither the Fund nor its Distributor will be responsible for checks, ACH or wires being returned or rejected. If the check, ACH or wire cannot be identified, it may be returned or rejected. Checks submitted to a Fund will be automatically deposited upon receipt at our Administrative Office in Columbus, Ohio.

If it is determined that account information is not in good order, any amount deposited will be refunded by check no earlier than ten business days from receipt of such payment to allow adequate time for the original check to clear through the banking system.

A Fund will ordinarily cancel your purchase order if your bank does not honor your check or ACH for any reason, or if your wire transfer is not received by the designated cut-off time. If your purchase transaction is cancelled, you will be responsible for any losses that may result from any decline in the value of the cancelled purchase. The Fund (or its agents) have the authority to redeem shares in your account(s) to cover any losses. Any profit on a cancelled transaction will accrue to the Fund.

The Trust may reject or cancel any purchase orders for any reason.

The minimum for initial and subsequent purchases may be waived in certain circumstances.

Exchanging Shares

Shareholders can, free of charge and without a limit on frequency or maximum amount, exchange Investor or Service Class shares of either Fund for Investor or Service Class shares of any publicly available series of Access One Trust (the “Trust”) (each an “Access One Fund”) or ProFunds (information about ProFunds is contained in a separate prospectus which may be obtained by calling (888) 776-5717). Exchange requests, like any other share transaction, are subject to the Funds’ transaction cut-off times described on pages 17 and 18. Please note that the transaction cut-off times of one fund may differ from those of another fund. In an exchange between funds with different cut-off times, you will receive the price next computed after the exchange request is made for both the redemption and the purchase transactions involved in the exchange. You will be responsible for any losses if sufficient redemption proceeds are not available to pay the purchase price of shares purchased. Please consult the prospectus of the fund into which you are exchanging for the applicable cut-off times. Contact an Authorized Financial Professional to initiate an exchange. You can also perform exchanges by mail and on-line at www.profunds.com.

The Fund will need the following information to process your exchange:

the account number applicable to the exchange transaction request.

the number of shares, percentage, or the dollar value of the shares you wish to exchange.

the share class and name of the Access One Fund or ProFund that you are exchanging into.

Important information you should know when you exchange Shares:

An exchange involves selling shares of one fund and buying shares of another fund. Exchanges are taxable transactions. Exchanges within a retirement account may not be taxable. Please contact your tax advisor for more information.

The Funds can only honor exchanges between accounts registered in the same name and having the same address and taxpayer identification number.

None of the Funds, the Funds’ Distributor nor the Funds’ transfer agent are required to verify that there is a sufficient balance in the account to cover the exchange. You will be responsible for any loss if there are insufficient funds available to cover the exchange due to insufficient shares or due to a decline in the value of the fund from which you are exchanging.

The redemption and purchase will be processed at the next calculated NAVs of the Funds and the Access One Fund or ProFund that you are exchanging into after your exchange request is received in good order.

The exchange privilege may be modified or discontinued at any time.

Before exchanging into an Access One Fund or ProFund, please read the fund’s prospectus.

Financial intermediaries may have their own rules about exchanges or transfers and may impose limits on the number of such transactions you are permitted to make during a given time period.


16		· Shareholder Services Guide

Redeeming Shares

You may redeem all or part of your shares at the NAV next determined after your redemption request is received in good order. Only the registered owner(s) of the account or persons authorized in writing by the registered owner(s) may redeem shares.


You may exchange or redeem shares using any of the following methods.		How to Exchange or Redeem Shares

Minimum		At least $1,000 from a Fund within a self-directed account or, if less, your entire holdings in such Fund.

By Mail		Send a signed letter to: Access One Trust P.O. Box 182800 Columbus, OH 43218-2800 The letter should include information necessary to process your request as described on pages 16 and 17. The Funds may require a signature guarantee in certain circumstances. See “Signature Guarantees” under “Additional Shareholder Information” on page 18 or call the Funds for additional information.

By Telephone		Shareholder Services Representative: (888) 776-3637 or (614) 470-8122 — Individual Investors only (888) 776-5717 — Financial Professionals and Institutions only Interactive Voice Response System (IVR): Call (888) 776-3637 (toll-free) or (614) 470-8122 and follow the step-by-step instructions.

By Internet		www.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 the Fund.

Through a Financial Professional		Contact your financial professional with your instructions.

The Fund will need the following information to process your redemption request:

name(s) of account owners;

account number(s);

your daytime telephone number;

the dollar amount, percentage or number of shares being redeemed; and

how you would like to receive your redemption proceeds (see options below). Unless otherwise requested, your redemption proceeds will be sent by check to the registered account owner’s address of record by U.S. mail.

You may receive your redemption proceeds:

By Check: Normally, redemption proceeds will be sent by check to the address listed on the account.

By Wire: You may have your redemption proceeds wired directly into a designated bank account by establishing a wire redemption option on your account. The Funds charge a $10 service fee for a wire transfer of redemption proceeds under certain circumstances, and your bank may charge an additional fee to receive the wire. If you would like to establish this option on an existing account, please call the Fund.

By ACH: You may have your redemption proceeds sent to your bank account via ACH by establishing this option on your account. Funds sent through ACH should reach your bank in approximately two business days. While there is no fee charged by the Funds for this service, your bank may charge a fee. If you would like to establish this option on an existing account, please call the Fund.

Important information you should know when you sell shares:

Fund shareholders automatically have telephone redemption privileges unless they elect not to have these privileges on the New Account Form.

If you request that redemption proceeds be sent to a bank account or an address other than the bank account or address you have previously established on your Fund account, you must make the request in writing. The signatures of registered owners must be guaranteed (see “Signature Guarantees”).

If you are selling some, but not all, of your shares, your remaining account balance should be above the minimum investment amount to keep your Fund position open.

A Fund normally remits redemption proceeds within seven days of redemption. For redemption of shares purchased by check, ACH or through a Fund’s automatic investment plan, the Fund may wait up to 10 business days before sending redemption proceeds to ensure that its transfer agent has collected the original purchase payment.

To redeem shares from a retirement account, your request must be in writing on a retirement account distribution form. You should consult your tax advisor before redeeming shares and making distributions from your tax qualified account because doing so may have adverse tax consequences to you. Call the Fund to request a retirement account distribution form or download the form from the Fund’s Internet website.

Your right of redemption may be suspended, or the date of payment postponed for any period during which: (i) the NYSE or the Federal Reserve Bank of New York is closed (other than customary weekend or holiday closings); (ii) trading on the NYSE, or other securities exchanges or markets as appropriate, is restricted, as determined by the Securities and Exchange Commission (“SEC”); (iii) an emergency exists, as determined by the SEC; or (iv) for such other periods as the SEC, by order, may permit for protection of a Fund’s investors. Proceeds cannot be sent by wire or ACH on bank holidays.

Additional Shareholder Information

Account Minimums

Account minimums apply to all accounts with the Funds, including retirement plans, and apply to the total initial value of an account. These minimums may be different for investments made through certain financial intermediaries. In addition, each Fund reserves the right to modify its minimum account requirements at any time with or without prior notice.

Each Fund reserves the right to involuntarily redeem an investor’s account, including a retirement account, if the account holder’s aggregate account balance falls below the applicable minimum investment amount due to transaction activity. You will be given at least 30 days’ notice to reestablish the minimum balance if your Fund balance falls below the applicable account minimum. If you do not increase your balance during the notice period, the Fund may sell all of your shares and send the proceeds to you. Your shares will be sold at the NAV on the day your Fund position is closed.

Transaction Cut-Off Times


Shareholder Services Guide ·		17

the table below to be processed at that business day’s NAV. A completed New Account Form does not constitute a purchase order until the transfer agent deems it to be in good order, processes the New Account Form and receives correct payment by check, ACH or wire transfer on any business day prior to the designated cut-off time. Trades placed via telephone must be initiated (i.e., the call must be received and in queue) by the cut-off time and communicated in good order by the close of the NYSE (normally 4:00 p.m. Eastern Time). Certain financial intermediaries may impose cut-off times different from those described below. The following are transaction cut-off times for the Funds.


Method	Normal Cut-Off Time (Eastern Time)*	Additional Transaction Information (Eastern Time)*

By Mail	4:00 p.m.

By Telephone, Wire, Internet and IVR	2:00 p.m.	The Funds accept all transactions starting at 8:00 a.m. through the transaction cut-off time and from 4:30 p.m. through 9:00 p.m.

On certain days before or after a NYSE holiday, SIFMA may recommend that the bond markets close early. On such days, the Funds will cease taking transactions 2 hours prior to the close of the open auction of the 30-year U.S. Treasury Bond futures. On most such days the open auction 30-year U.S. Treasury Bond futures close at 1:00 p.m. ET, which would result in an 11:00 a.m. ET Fund cut-off time.

Signature Guarantees

Certain redemption requests must include a signature guarantee for each registered account owner if any of the following apply:

Your account address has changed within the last 10 business days.

A check is being mailed to an address different than the one on your account.

A check or wire is being made payable to someone other than the account owner.

Redemption proceeds are being transferred to an account with a different registration.

A wire or ACH transfer is being sent to a financial institution other than the one that has been established on your account with the Fund or the bank account has been established within the previous 10 business days.

Other unusual situations as determined by the Fund’s transfer agent.

The Funds reserve the right to waive signature guarantee requirements, require a signature guarantee under other circumstances or reject or delay a redemption if the signature guarantee is not in good form. Faxed signature guarantees are generally not accepted.

Signature guarantees may be provided by an eligible financial institution such as a commercial bank, a Financial Industry Regulatory Authority, Inc. (“FINRA”) member firm such as a stock broker, a savings association or a national securities exchange. A notary public cannot provide a signature guarantee. The Funds reserve the right to reject a signature guarantee if it is not provided by a STAMP 2000 Medallion guarantor.

About Telephone and Internet Transactions

Telephone and Internet transactions, whether initiated by a shareholder or a shareholder’s agent, are extremely convenient but are not free from risk. Neither the Funds, the Funds’ Distributor nor the Funds’ agents will be responsible for any losses resulting from unauthorized telephone or Internet transactions if reasonable security procedures are followed. Telephone conversations may be recorded or monitored for verification, recordkeeping and quality assurance purposes. For transactions over the Inter-net, we recommend the use of a secure internet browser. In addition, you should verify the accuracy of your confirmation statements immediately upon receipt. If you do not want the ability to initiate transactions by telephone or Internet, call the Fund for instructions.

During periods of heavy market activity or other times, it may be difficult to reach the Funds by telephone or to transact business over the Internet. Technological irregularities may also make the use of the Internet slow or unavailable at times. If you are unable to reach us by telephone or unable to transact business over the Internet, consider sending written instructions.

The Funds may terminate the receipt of purchase, redemption or exchange orders by telephone or the Internet at any time, in which case you may purchase, redeem or exchange shares by other means.

Exchanges or Redemptions in Excess of Share Balances

If you initiate exchange or redemption transactions that, in total, exceed the balance of your shares in a Fund, some transactions may be processed while others may not. This may result in Fund positions that you did not anticipate. Neither the Funds, the Funds’ transfer agent nor the Funds’ Distributor will be responsible for transactions that did not process in this circumstance. You may be liable for losses resulting from exchanges cancelled due to insufficient balances.

Uncashed Redemption Check Procedures

Generally, redemption checks which have been returned to a Fund, or have remained uncashed for a period of six months from the issuance date, will be cancelled and re-issued. Re-issued checks will be mailed to the address of record, net of any bank fees. If a re-issued check is returned, the proceeds will be deposited into the shareholder’s account from which the redemption was sent.

Frequent Purchases and Redemptions of Fund Shares

The Board of Trustees of the Trust has adopted a “Policy Regarding Frequent Purchases and Redemptions of Fund Shares” applicable to the Access Flex High Yield Fund and the Access Flex Bear High Yield Fund. Pursuant to this Policy, it is the general policy of those Funds to permit frequent purchases and redemptions of the Fund shares. These Funds impose no restrictions and charge no redemption fees to prevent or minimize frequent purchases and redemptions of Fund shares other than a $10 wire fee under certain circumstances. Notwithstanding the provisions of this Policy, the Trust may reject any purchase request for any reason.

As noted under “Investment Summary — Principal Risk Considerations — Active Investor Risk,” frequent purchases and redemptions of Fund shares could increase the rate of portfolio turnover. A high level of portfolio turnover may negatively affect performance by increasing transaction costs of the Funds and generating greater tax liabilities for public shareholders. In addition, large movements of assets into and out of the Funds may negatively impact a Fund’s ability to achieve its investment objective or maintain a consistent level of operating expenses. In certain circumstances, a Fund’s expense ratio may vary from current estimates or the historical ratio disclosed in this Prospectus.

Disclosure of Portfolio Holdings

A description of the Trust’s policies and procedures with respect to the disclosure of each Fund’s portfolio securities is available in the Trust’s SAI and on the Funds’ website at www.accesshighyield.com.

Additional Shareholder Services

Automatic Investment and Withdrawal Plans

Shareholders may purchase and/or redeem shares automatically on a monthly, bimonthly, quarterly or annual basis. The minimum automatic purchase is $100. The minimum automatic


18		· Shareholder Services Guide

redemption is $500. The redemption minimum is waived for IRA accounts for shareholders over 70¹/2 years of age. You may sign-up for these services on the New Account Form, or you may download or request an Optional Services Form to add these services to an existing account.

Account Statements and Confirmations

Shareholders with Fund accounts will receive quarterly statements showing the market value of their Fund account at the close of the statement period in addition to any transaction information for the period. Shareholders will also receive transaction confirmations for most Fund transactions. Direct shareholders (i.e., those who do not invest through a financial professional) should review their account statements and confirmations as soon as they are received. You may also receive statements and confirmations electronically. See “Electronic Documentation Program — Paperfree^™”.

Tax Statements

Each year, the Funds will send tax information to assist you in preparing your income tax returns. These statements will report the previous year’s dividend and capital gains distributions, proceeds from the sales of shares, and distributions from, and contributions to, IRAs and some other retirement plans sponsored by the Trust. Normally, in February of each year, the Funds will send a Statement of Average Cost which shows the average cost of shares that you redeemed during the previous calendar year, using the average cost single-category method established by the IRS. Retirement accounts, accounts opened by transfer, business accounts, and certain other accounts will not receive a Statement of Average Cost.

Electronic Document Delivery Program — PaperFree^™

You may elect to receive your account statements and confirmations electronically through PaperFree^™, the Trust’s electronic document delivery service. You may also choose to receive your prospectus, shareholder reports, and other documents electronically. To enroll for this service, please register on the Trust’s Internet website. You may elect the PaperFree service by completing the appropriate section on the New Account Form. The Trust will then send you a link to the enrollment site.

Financial Intermediaries

Certain financial intermediaries may accept purchase and redemption orders on the Funds’ behalf. Such purchase and redemptions orders will be deemed to have been received by the Fund at the time an authorized financial intermediary accepts the orders. Your financial intermediary has the responsibility to transmit your orders and payment promptly and may specify different transaction order cut-off times, shares transaction policies and limitations, including limitations on the numbers of exchanges, than those described in this Prospectus. In addition, the financial intermediary may impose additional restrictions or charge fees not described in this Prospectus. If your order and payment is not received from your financial intermediary timely, your order may be cancelled and the financial intermediary could be liable for resulting fees or losses. Although the Fund may use broker dealers who sell fund shares to effect portfolio transactions, the Fund does not consider the sale of Fund shares as a factor when selecting broker dealers to effect portfolio transactions.

Investor Class Shares and Service Class Shares bear fees payable to certain intermediaries or financial institutions for provision of record keeping, sub-accounting services, transfer agency and other administrative services. These expenses paid by the Fund are included in “Other Expenses” under “Annual Fund Operating Expenses” in this Prospectus.

Distribution and Service (12b-1) Fees

Under a Rule 12b-1 Distribution and Shareholder Services Plan (the “Plan”) adopted by the Trustees, the Funds may pay brokerdealers (including ProFunds Distributors, Inc. (the “Distributor”)), investment advisers, banks, trust companies, accountants, estate planning firms, or other financial institutions or securities industry professionals (“Authorized Firms”), a fee as compensation for service and distribution related activities and/or shareholder services.

Under the Plan, the Service Class Shares may pay the Distributor, financial intermediaries, such as broker-dealers and investment advisers, up to 0.75%, on an annualized basis, of the average daily net assets attributable to Service Class Shares as reimbursement or compensation for service and distribution related activities. In addition, under the Plan, the Funds may pay up to 0.25% of each Fund’s average daily net assets attributable to Service Class Shares as compensation for shareholder services. Over time, fees paid under the Plan will increase the cost of a Service Class shareholder’s investment and may cost more than other types of sales charges.

The Distributor may pay all or any portion of the fee paid pursuant to the Plan (the “Distribution/Service Fee”) to securities dealers or other organizations (including, but not limited to, any affiliate of the Distributor) as commissions, asset-based sales charges or other compensation with respect to the sale of Service Class Shares, or for providing personal services to investors in Service Class Shares and/or the maintenance of shareholder accounts, and may retain all or any portion of the Distribution/Service Fee as compensation for the Distributor’s services as principal underwriter of the Service Class Shares of the Funds.

Payments to Financial Firms

The Advisor or other service providers may utilize their own resources to finance distribution or service activities on behalf of the Funds, including compensating the Distributor and other third parties for distribution related activities or the provision of shareholder services. These payments are not reflected in the fees and expenses section of the fee table for the Funds contained in this Prospectus.

In addition, the Distributor and the Advisor may from time to time make additional payments at their own expense or provide other incentives to selected financial firms as compensation for services. A financial firm is one that, in exchange for compensation, sells, among other products, mutual fund shares (including the shares offered in this Prospectus) or provides services for mutual fund shareholders. Financial firms include registered investment advisers, brokers, dealers, insurance companies and banks. In addition, the Distributor and the Advisor may from time to time make additional payments such as cash bonuses or provide other incentives to selected financial firms as compensation for services (including preferential services) such as, without limitation, paying for active asset allocation services provided to investors in the Funds, providing the Funds with “shelf space” or a higher profile for the financial firms’ financial consultants and their customers, placing the Funds on the financial firms’ preferred or recommended fund list, granting the Distributor or the Advisor access to the financial firms’ financial consultants, providing assistance in training and educating the financial firms’ personnel, and furnishing marketing support and other specified services. These payments may be significant to the financial firms and may also take the form of sponsorship of seminars or informational meetings or payment for attendance by persons associated with the financial firms at seminars or informational meetings.


Shareholder Services Guide ·		19

financial firm’s clients have invested in the Access One Funds and the quality of the financial firm’s relationship with the Distributor or the Advisor. The additional payments described above are made at the Distributor’s or the Advisor’s expense, as applicable. These payments may be made, at the discretion of the Distributor or the Advisor to some of the financial firms that have sold the greatest amounts of shares of the Access One Funds. In certain cases, the payments described in the preceding sentence may be subject to certain minimum payment levels.

Representatives of the Distributor and the Advisor visit financial firms on a regular basis to educate financial advisors about the Access One Funds and to encourage the sale of Access One Fund shares to their clients. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law.

If investment advisers, distributors or affiliates of mutual funds other than the Access One Funds make payments (including, without limitation, sub-transfer agency fees, platform fees, bonuses and incentives) in differing amounts, financial firms and their financial consultants may have financial incentives for recommending a particular mutual fund (including the Access One Funds) over other mutual funds. In addition, depending on the arrangements in place at any particular time, a financial firm and its financial consultants may also have a financial incentive for recommending a particular share class over other share classes. You should consult with your financial advisor and review carefully any disclosure by the financial firm as to compensation received by that firm and/or your financial advisor.

For further details about the payments made by the Distributor or Advisor to financial firms, please see the SAI.

Fund Management

Board of Trustees and Officers

The Funds’ Board of Trustees is responsible for the general supervision of the Funds. The Funds’ officers are responsible for the day-to-day operations of the Funds.

Investment Adviser

ProFund Advisors LLC, located at 7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814, serves as the investment adviser to the Funds and provides management services to the Funds. ProFund Advisors has served as the investment advisor and management services provider since the Funds’ inception in 2004. ProFund Advisors oversees the investment and reinvestment of the assets in each Fund. For its investment advisory services, ProFund Advisors is entitled to receive annual fees equal to 0.75% of the average daily net assets of each Fund. ProFund Advisors bears the costs of providing advisory services.

A discussion regarding the basis for the Board of Trustees approving the investment advisory agreement of the Funds is available in the Funds’ annual report to shareholders dated October 31, 2007. During the year ended October 31, 2007, each Fund for which the Advisor served as investment adviser and which had a full year of operations, paid the Advisor fees in the following amounts (fees paid reflect the effects of any expense limitation arrangements in place for the period):


Fees Paid (as a percentage of average daily net assets)
Access Flex High Yield Fund		0.75%
Access Flex Bear High Yield Fund		0.75%

ProFund Advisors is owned by Michael L. Sapir, Louis M. Mayberg and William E. Seale.

Michael L. Sapir, Chairman and Chief Executive Officer of ProShare Advisors LLC since inception and ProFund Advisors LLC since 1997, formerly served as senior vice president of Padco Advisors, Inc., which advises Rydex^® Funds. In addition, Mr. Sapir practiced law, primarily representing financial institutions for over 13 years, most recently as a partner in a Washington-based law firm. He holds degrees from Georgetown University Law Center (J.D.) and the University of Miami (M.B.A. and B.A.).

Louis M. Mayberg, President of ProFund Advisors LLC since 1997 and president of ProShare Advisors LLC since inception, co-founded National Capital Companies, L.L.C., an investment bank specializing in financial service companies mergers and acquisitions and equity underwritings in 1986, and managed its financial services hedge fund. He holds a Bachelor of Business Administration degree with a major in Finance from The George Washington University.

William E. Seale, Ph.D., Chief Economist of ProFund Advisors since 2005, Chief Investment Officer from 2003-2004 and from October 2006-present and Director of Portfolio from 1997-2003. Dr. Seale has more than 30 years of experience in the financial markets. His background includes a five-year presidential appointment as a commissioner of the U.S. Commodity Futures Trading Commission and an appointment as Chairman of the Finance Department at The George Washington University. He earned his degrees at the University of Kentucky.

Portfolio Management

Each Fund is managed by an investment team overseen by William E. Seale, Ph.D. and George O. Foster, CFA.

William E. Seale, Ph.D., Chief Investment Officer for ProFund Advisors LLC from 2003-2004 and since October 2006 and Chief Investment Officer for ProShare Advisors LLC since October 2006. Dr. Seale is principally responsible for development and oversight of Portfolio Strategy for the Advisor. More information about Dr. Seale is set forth above.

George O. Foster, CFA, ProFund Advisor — Director of Portfolio since 2004, Assistant Director of Portfolio and Senior Portfolio Manager from 2000 to 2004, and Portfolio Manager from 1999 to 2000. ProShare Advisors — Director of Portfolio since September 2007. Mr. Foster earned a B.S. in Mechanical Engineering from Clarkson University and a M.B.A. in Finance from The George Washington University. Mr. Foster holds the Chartered Financial Analyst (CFA) designation and is a member of the Washington Association of Money Managers.


20		· Fund Management

The following table summarizes the service and experience of the members of the investment team with the most significant joint responsibility for the day-to-day management of the Funds:



Name and Title	Length of Service to Team	Business Experience During Last 5 Years

Jeffrey Ploshnick Senior Portfolio Manager	Since 11/2006	ProFund Advisors – Senior Portfolio Manager since May 2007; and Portfolio Manager February 2001 – April 2007.

Ryan Dofflemeyer Associate Portfolio Manager	Since 11/2005	ProFund Advisors – Associate Portfolio Manager since August 2007; Junior Portfolio Analyst October 2003 – August 2007. Investment Company Institute – Research Assistant, September 2001 – October 2003.

The SAI provides additional information about Portfolio Manager compensation, accounts managed by each Portfolio Manager and their ownership of the Access One Funds and ProFunds.

Other Service Providers

ProFunds Distributors, Inc., located at 3435 Stelzer Road, Columbus, Ohio 43219 acts as the distributor of ProFund shares and is an affiliate of Citi Fund Services Ohio, Inc. (“Citi”) (formerly BISYS Fund Services Limited Partnership). Citi, located at 3435 Stelzer Road, Columbus, Ohio 43219, acts as the administrator to the ProFunds, providing operations, compliance and administrative services.

The Advisor also performs certain management services, including client support and other administrative services, for the Funds under a Management Services Agreement. The Advisor is entitled to receive annual fees equal to 0.15% of the average daily net assets of the Funds for such services. During the year ended October 31, 2007, each Fund for which the Advisor served as investment adviser and which had a full year of operations paid the Advisor fees in the following amounts:


Fees Paid (as a percentage of average daily net assets)
Access Flex High Yield Fund		0.15%
Access Flex Bear High Yield Fund		0.15%


Fund Management ·		21

Financial Highlights

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

The following tables are intended to help you understand the financial history of each Access One Fund since inception.

Certain information reflects financial results of a single share. The total return information represents the rate of return and the per share operating performance that an investor would have earned (or lost) on an investment in the applicable class of shares of the Funds, assuming reinvestment of all dividends and distributions. This information has been audited by Ernst & Young LLP whose report, along with the financial statements of the Funds, appears in the Annual Reports of the Trust which are available upon request.

Access Flex High Yield Fund


			Investment Activities					Distributions to Shareholders From														Ratios to Average Net Assets						Supplemental Data
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)^(a)	Net Realized and Unrealized Gains (Losses) on Investments		Total from Investment Activities		Net Investment Income		In Excess of Net Investment Income		Return of Capital		Net Realized Gains on Investments		Total Distributions		Net Asset Value, End of Period		Total Return (excludes sales charge)		Gross Expenses^(b)		Net Expenses^(b)		Net Investment Income (Loss)^(b)		Net Assets, End of Period (000’s)		Portfolio Turnover Rate^(c)
Investor Class
Year Ended October 31, 2007	$	28.66	0.90	0.69		1.59		(0.88	)	(0.63	)	—		—		(1.51	)	$	28.74	5.65	%	1.52	%	1.52	%	3.12	%	$	24,785	1,757	%
Year Ended October 31, 2006	$	29.37	0.80	2.03		2.83		(1.41	)	(1.64	)	(0.02	)	(0.47	)	(3.54	)	$	28.66	10.30	%	1.72	%	1.72	%	2.80	%	$	66,787	1,900	%
December 17, 2004 through October 31, 2005^(d),(e)	$	30.00	0.42	(0.06	)	0.36		(0.99	)	—		—		—		(0.99	)	$	29.37	1.30	%^(f)	2.86	%	1.95	%	1.63	%	$	22,023	2,542	%^(f)
Service Class
Year Ended October 31, 2007	$	28.72	0.61	0.69		1.30		(0.75	)	(0.53	)	—		—		(1.28	)	$	28.74	4.62	%	2.52	%	2.52	%	2.12	%	$	5,723	1,757	%
Year Ended October 31, 2006	$	29.27	0.51	2.22		2.73		(1.28	)	(1.51	)	(0.02	)	(0.47	)	(3.28	)	$	28.72	9.99	%	2.72	%	2.72	%	1.80	%	$	9,363	1,900	%
December 17, 2004 through October 31, 2005^(d),(e)	$	30.00	0.16	(0.14	)	0.02		(0.75	)	—		—		—		(0.75	)	$	29.27	0.13	%^(f)	3.86	%	2.95	%	0.63	%	$	294	2,542	%^(f)

Access Flex Bear High Yield Fund
Investor Class
Year Ended October 31, 2007	$	27.33	1.02	(0.90	)	0.12		—		—		—		—		—		$	27.45	0.44	%	1.43	%	1.43	%	3.70	%	$	129,159	—
Year Ended October 31, 2006	$	28.75	0.90	(2.32	)	(1.42	)	—		—		—		—		—		$	27.33	(4.94	)%	1.57	%	1.57	%	3.18	%	$	87,950	—
April 27, 2005 through October 31, 2005^(d)	$	30.00	0.24	(1.49	)	(1.25	)	—		—		—		—		—		$	28.75	(4.17	)%^(f)	1.92	%	1.92	%	1.61	%	$	244,904	—	^(f)
Service Class
Year Ended October 31, 2007	$	26.88	0.75	(0.89	)	(0.14	)	—		—		—		—		—		$	26.74	(0.52	)%	2.43	%	2.43	%	2.70	%	$	13,015	—
Year Ended October 31, 2006	$	28.57	0.62	(2.31	)	(1.69	)	—		—		—		—		—		$	26.88	(5.92	)%	2.57	%	2.57	%	2.18	%	$	11,458	—
April 27, 2005 through October 31, 2005^(d)	$	30.00	0.09	(1.52	)	(1.43	)	—		—		—		—		—		$	28.57	(4.77	)%^(f)	2.92	%	2.92	%	0.61	%	$	5,318	—	^(f)

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.

(b)	Annualized for periods less than one year.

(c)

Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the sales and purchases of fund shares during the period. Portfolio turnover rate is calculated on the basis of the Fund as a whole without distinguishing between classes of shares issued.

(d)	Commencement of operations.

(e)	There was no significant income earned or expenses incurred from the date of initial capitalization (December 15, 2004) to the date of public offering (December 17, 2004).

(f)	Not annualized for periods less than one year.


22		· Financial Highlights

This Page Intentionally Left Blank


		23

Additional information about certain investments of the Funds is available in the annual and semi-annual reports to shareholders of the Funds. In the annual report you will find a discussion of the market conditions and investment strategies that significantly affected performance during the fiscal year covered by the report.

You can find more detailed information about the Funds in the current SAI, dated February 29, 2008, which we have filed electronically with the Securities and Exchange Commission (“SEC”) and which is incorporated by reference into, and is legally a part of, this Prospectus. A copy of the SAI, annual and semi-annual reports are available, free of charge, on-line at www.accesshighyield.com. You may also receive a free copy of a SAI, or the annual or semi-annual reports, or ask questions about investing in the Funds, by writing us at the address set forth below.

Access One Trust

P.O. Box 182800

Columbus, OH 43218-2800

or call our toll-free numbers:

1-888-776-3637 For Individual Investors Only

1-888-776-5717 Institutions and Financial Professionals Only

or visit our web site www.accesshighyield.com

You can find reports and other information about the Fund on the SEC’s website (http://www.sec.gov), or you can get copies of this information, after payment of a duplicating fee, by electronic request at publicinfo@sec.gov or by writing to the Public Reference Section of the SEC, Washington, D.C. 20549-0102. Information about the Fund, including its SAI, can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. For information on the Public Reference Room, call the SEC at 1-202-551-8090.

LOGO

Investment Company Act File No. 811-21634

FlexHYI+S0208

LOGO

Prospectus

February 29, 2008

Access Flex High Yield Fund^{^SM}

Class A Shares and Service Class Shares

Access Flex Bear High Yield Fund^{^SM}

Class A Shares and Service Class Shares

Table of Contents



3		Access Flex High Yield Fund^SM

7		Access Flex Bear High Yield Fund^SM

11		Additional Information Regarding Investment Strategies and Risks

12		General Information

16		Shareholder Services Guide

22		Fund Management

24		Financial Highlights


2

Access Flex High Yield Fund^SM

Investment Summary

Investment Objective

Access Flex High Yield Fund seeks to provide investment results that correspond generally to the total return of the high yield market consistent with maintaining reasonable liquidity.

The Fund’s investment objective may be changed without shareholder approval.

Principal Investment Strategies

High yield debt securities (commonly referred to as “junk bonds”)

Other debt and money market instruments

Interest rate swap agreements and futures contracts

The Fund may invest up to 25% of its assets in foreign securities or financial instruments with respect to foreign securities.

Principal Risk Considerations


Access Flex High Yield Fund ·		3

the price of financial instruments and movements in the prices of the underlying securities; 5) the risk that the cost of holding a financial instrument might exceed its total return; and 6) the possible absence of a liquid secondary market for a particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to adjust the Fund’s position in a particular instrument when desired. These and other risks associated with such techniques such as liquidity risk, interest rate risk, credit risk and counterparty risk are described elsewhere in this section.


4		· Access Flex High Yield Fund

interest rates could adversely affect the market for these securities and reduce market liquidity (liquidity risk). Less active markets may diminish the Fund’s ability to obtain accurate market quotations when valuing the portfolio securities and thereby give rise to valuation risk. High yield debt instruments may also present risks based on payment expectations. For example, these instruments may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, the Fund would have to replace the security with a lower yielding security resulting in a decreased return for investors. If the issuer of a security is in default with respect to interest or principal payments, the issuer’s security could lose its entire value. Furthermore, the transaction costs associated with the purchase and sale of high yield debt instruments may vary greatly depending upon a number of factors and may adversely affect the Fund’s performance.

Fund Performance

The bar chart and table below provide an indication of the risks of investing in the Access Flex High Yield Fund by showing the variability of the Access Flex High Yield Fund returns from year to year and by comparing average annual total returns for the Class A Shares and Service Class Shares to a broad measure of market performance. Past performance, before and after taxes, is no guarantee of future results.

Average annual total returns are shown on a before and after-tax basis for Service Class Shares only. After-tax returns for A Class Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of Fund shares.

Annual Returns of Service Class Shares as of December 31

LOGO

During the period covered in the bar chart, the highest return on Service Class Shares of Access Flex High Yield Fund for one quarter was 4.41% (quarter ended September 30, 2006) and the lowest return was -3.87% (quarter ended March 31, 2005).


Access Flex High Yield Fund ·		5


Average Annual Total Returns As of December 31, 2007	One Year	Since Inception	Inception Date
Service Class Shares			12/17/04
- Before Taxes	3.83%	4.96%
- After Taxes on Distributions	2.61%	2.75%
- After Taxes on Distributions and Sale of Shares	2.48%	2.92%
Class A Shares⁽¹⁾^,(2)	-0.42%	4.05%	7/3/06
Bear Stearns High Yield Composite Index⁽³⁾	2.09%	5.13%

(1)	Reflects 4.75% maximum sales charge and no deduction for taxes.

(2)	Class A Shares were not in existence prior to 7/3/06. Performance for periods prior to that is based on the historical performance of the Service Class Shares and has been adjusted for the expenses and maximum sales charges applicable to the Class A Shares.

(3)	Reflects no deduction for fees, expenses or taxes. Since inception returns are calculated from the date the Fund commenced operations.

Fees and Expenses of the Fund

The table below describes the fees and expenses you may pay if you buy and hold shares of the Fund.


Shareholder Fees (fees paid directly from your investment)	Class A	Service Class
Maximum sales charge (load) on purchases (as a % of original purchase price)	4.75%⁽¹⁾	None
Maximum contingent deferred sales charge (as a % of the original purchase price)	None⁽²⁾	None
Sales charge (load) on reinvested distributions	None	None
Wire fee⁽³⁾	$10	$10


Annual Fund Operating Expenses (expenses that are deducted from Fund assets)	Class A	Service Class
Management Fees	0.75%	0.75%
Distribution and Service (12b-1) Fees	0.25%	1.00%
Other Expenses*	0.77%	0.77%

Total Annual Fund Operating Expenses	1.77%	2.52%

(1)	Lower front-end sales charges for Class A shares may be available with a purchase of $50,000 or more. See “Sales Charges” on page 14.

(2)	Certain purchases of Class A shares will not be subject to a front-end sales charge but will be subject to a contingent deferred sales charge of 1.00% if redeemed less than 18 months after purchase. See “Sales Charges” on page 14.

(3)	This charge may be waived at the discretion of the Fund.

“Other expenses” include fees paid for management (non-advisory) services as described under “Fund Management” later in this Prospectus, legal and audit fees, printing costs, registration fees, custodial, fund accounting, administration and transfer agency fees, sub-transfer agency and administrative services fees charged by financial services firms, costs associated with independent trustees and certain other miscellaneous expenses.


	One Year	Three Years	Five Years	Ten Years
Class A	$646	$1,006	$1,389	$2,460
Service Class	$255	$785	$1,340	$2,856


6		· Access Flex High Yield Fund

Access Flex Bear High Yield Fund^SM

Investment Summary

Investment Objective

The Fund’s investment objective may be changed without shareholder approval.

Principal Investment Strategies

The Access Flex Bear High Yield Fund will achieve its high yield exposure primarily through credit default swaps (“CDSs”) but may invest in each of the following types of financial instruments without limitation, consistent with applicable regulations:

Interest rate swap agreements and futures contracts

Other financial instruments whose value is derived from high yield debt securities

Debt and money market instruments

Under normal circumstances, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in securities and other financial instruments that in combination should provide inverse exposure to the high yield debt (“junk bond”) market and/or in high yield debt securities. The Fund will provide shareholders with at least 60 days’ prior notice of any change in the policy.

CDSs are a type of swap contract. CDSs are typically bilateral financial contracts that transfer credit exposure between two parties. They may be used by the Access Flex Bear High Yield Fund to obtain credit risk exposure opposite to that of a direct investment in high yield bonds. One party to a CDS (the “buyer”) receives credit protection or sheds credit risk, whereas the other party (the “seller”) to a CDS is selling credit protection or taking on credit risk. The seller typically receives one or more pre-determined periodic payments from the other party. These payments are in consideration for guaranteeing to make a specific payment to the buyer should a negative credit event occur with respect to one of the issuers referenced in the CDS. An additional adjustment to account for market premiums or discounts may be paid or received when initially entering into or closing a position. The amount of credit protection purchased is measured by the “notional amount” of the CDS. A CDS may be either “funded” or “unfunded.” The Fund will generally use unfunded CDSs. A funded CDS has an interest rate component whereas an unfunded CDS does not. Where an unfunded CDS is used, the Fund would normally expect to obtain interest rate exposure opposite to that of a direct investment in fixed income instruments by selling futures or entering into interest rate swaps. Interest rate swap agreements are typically bilateral financial contracts that involve the exchange of payments based on a fixed rate of interest applied to a notional amount with payments based on a floating rate of interest. Since the Fund seeks inverse exposure to the high yield market, it will normally be a net buyer of CDSs. For further information on CDSs and other types of swap agreements the Fund may use, please see “Investments and Risks” in the Statement of Additional Information (“SAI”).

The Fund may invest up to 25% of its assets in foreign securities or financial instruments with respect to foreign securities.

Principal Risk Considerations


Access Flex Bear High Yield Fund ·		7


8		· Access Flex Bear High Yield Fund

and disclosure standards or have standards that differ from U.S. standards. Securities or financial instruments purchased by a Fund may be affected by fluctuations in foreign currencies, as described under Foreign Currency Risk above.

Liquidity Risk In certain circumstances, such as the disruption of the orderly markets for the securities or financial instruments in which the Fund invests, the Fund might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of ProFund Advisors. Certain derivative securities, such as over-the-counter contracts, held by the Fund may also be illiquid. This may prevent the Fund from limiting losses, realizing gains, or from achieving a high inverse correlation with the total return of the high yield market. In addition, the Fund may not be able to pay redemption proceeds within the time periods described in this Prospectus as a result of unusual market conditions, an unusually high volume of redemption requests or other reasons.

Market Risk The Fund is subject to market risks that will affect the value of its shares, including adverse issuer, political, regulatory, market or economic developments, as well as developments that have an impact on specific economic sectors, industries or segments of the market. The Fund should normally gain value on days when the securities underlying the benchmark decline.

The Fund presents some risks not traditionally associated with most mutual funds. Please refer to the section titled “Additional Information Regarding Investment Strategies and Risks” later in


Access Flex Bear High Yield Fund ·		9

this Prospectus and the SAI for additional information regarding strategies and risks.

Fund Performance

The bar chart and table below provide an indication of the risks of investing in the Access Flex Bear High Yield Fund by showing the variability of the Access Flex Bear High Yield Fund returns and by comparing average annual total returns for the Class A Shares and Service Class Shares to a broad measure of market performance. Past performance, before and after taxes, is no guarantee of future results.

Annual Returns of Service Class Shares as of December 31

LOGO

                                    [CHART]

During the period covered in the bar chart, the highest return on Service Class Shares of Access Flex Bear High Yield for one quarter was 3.17% (quarter ended June 30, 2007) and the lowest return was -2.56% (quarter ended September 30, 2007).


Average Annual Total Returns As of December 31, 2007	One Year	Since Inception	Inception Date
Service Class Shares			4/27/05
- Before Taxes	-0.47%	-4.36%
- After Taxes on Distributions	-1.51%	-4.73%
- After Taxes on Distributions and Sale of Shares	-0.30%	-3.89%
Class A Shares^(1),(2)	-4.43%	-5.40%	9/8/05
Bear Stearns High Yield Composite Index⁽³⁾	2.09%	6.59%

(1)	Reflects 4.75% maximum sales charge and no deduction for taxes.

(2)	Class A Shares were not in existence prior to 9/8/05. Performance for periods prior to that is based on the historical performance of the Service Class Shares and has been adjusted for the expenses and maximum sales charges applicable to the Class A Shares.

(3)	Reflects no deduction for fees, expenses or taxes. Since Inception returns are calculated from the date the Fund commenced operations.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


Shareholder Fees (fees paid directly from your investment)	Class A	Service Class
Maximum sales charge (load) on purchases (as a % of original purchase price)	4.75%⁽¹⁾	None
Maximum contingent deferred sales charge (as a % of the original purchase price)	None⁽²⁾	None
Sales charge (load) on reinvested distributions	None	None
Wire fee⁽³⁾	$10	$10


Annual Fund Operating Expenses (expenses that are deducted from Fund assets)	Class A	Service Class
Management Fees	0.75%	0.75%
Distribution and Service (12b-1) Fees	0.25%	1.00%
Other Expenses*	0.68%	0.68%

Total Annual Fund Operating Expenses	1.68%	2.43%

(1)	Lower front-end sales charges for Class A shares may be available with a purchase of $50,000 or more. See “Sales Charges” on page 14.

(2)	Certain purchases of Class A shares will not be subject to a front-end sales charge but will be subject to a contingent deferred sales charge of 1.00% if redeemed less than 18 months after purchase. See “Sales Charges” on page 14.

(3)	This charge may be waived at the discretion of the Fund.


	One Year	Three Years	Five Years	Ten Years
Class A	$638	$979	$1,344	$2,368
Service Class	$246	$758	$1,296	$2,766


10		· Access Flex Bear High Yield Fund

Additional Information Regarding Investment Strategies and Risks

Cash Positions, such as money market instruments, U.S. Government securities, repurchase agreements and other cash equivalent positions, may be held by the Funds for investment purposes to provide liquidity for shareholder transactions or to back investments in financial instruments.

Depositary Receipts (“DRs”) include American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), and New York Shares (“NYSs”).

Investment Company Securities, such as open end investment companies and exchange traded funds, provide a means for the Funds to obtain exposure to certain markets. Each Fund


Access Flex High Yield Fund and Access Flex Bear High Yield Fund ·		11

may invest up to 10% of its total assets in securities of other non-affiliated investment companies in accordance with current law, and without limit in money market mutual funds. As a shareholder of an investment company, the Funds may indirectly bear service and other fees that are in addition to the fees the Funds pay to service providers.

The SAI contains more information about each Fund’s investment strategies and related risks.

General Information

Calculating Share Prices

The price at which you purchase, redeem and exchange shares is the net asset value (“NAV”) per share next determined after your transaction request is received by the transfer agent in good order (i.e., required forms are complete and, in the case of a purchase, correct payment is received). Each Fund calculates its NAV by taking the market value of the assets attributed to the class, subtracting any liabilities attributed to the class, and dividing that amount by the number of that class’ outstanding shares. Each Fund normally calculates its daily share price for each class of shares at the close of trading on the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern Time) every day the NYSE is open for business except for Columbus Day and Veterans’ Day (due to the fact that Columbus Day and Veterans’ Day are currently the only two holidays where the bond markets are closed and the NYSE is open).


12		· General Information

Dividends and Distributions

At least annually, each of the Funds intends to declare and distribute to shareholders all of the year’s net investment income and net capital gains, if any:



	Dividends		Capital Gains

Fund	Accrued	Paid	Paid

Access Flex High Yield Fund	Quarterly	Quarterly	Annually

Access Flex Bear High Yield Fund	Annually	Annually	Annually

The Funds may declare additional capital gains distributions during a year. A Fund will reinvest distributions in additional shares of that Fund unless a shareholder has written to request distributions in cash (by check, wire or Automated Clearing House (“ACH”)). By selecting the distribution by check or wire option, the shareholder agrees to the following conditions:

Tax Consequences

A Fund’s use of derivatives will also affect the amount, timing, and character of the Fund’s distributions. In addition, because the U.S. tax rules applicable to derivatives are complex and


General Information ·		13

uncertain in various respects, an adverse determination or future Internal Revenue Service guidance with respect to these rules may affect whether a Fund has made distributions in an amount sufficient to maintain qualification as a regulated investment company and avoid a fund-level tax.

Sales Charges

Class A Shares are sold at NAV, plus the applicable front-end sales charge. The sales charge is used to pay your financial intermediary a sales commission. The sales charge is up to a total of 4.75% of the purchase price of your investment in connection with your initial purchase. Except as described below, the offering price includes the front-end sales charge. However, in some cases, described below, your purchase may not be subject to an initial sales charge, and the offering price will be the net asset value. In other cases, you may be eligible for a reduced sales charge. The sales charge varies depending on the amount of your purchase. The current sales charge rates are as follows:



Amount of Investment	Sales Charge as a % of Offering Price	Sales Charge as a % of Net Amount Invested

Less than $50,000	4.75%	4.99%

$50,000 but less than $100,000	4.50%	4.71%

$100,000 but less than $250,000	3.50%	3.63%



Amount of Investment	Sales Charge as a % of Offering Price	Sales Charge as a % of Net Amount Invested

$250,000 but less than $500,000	2.50%	2.56%

$500,000 but less than $1,000,000	2.00%	2.04%

Over $1,000,000	0.00%	0.00%*

For investments of $1 million or more, Class A Shares are sold at NAV, without any up-front sales charge. However, if you sell your shares within 18 months of purchase, you will normally have to pay a 1.00% CDSC based on the lesser of your initial purchase price or the net amount you have invested. The CDSC is used to reimburse ProFunds Distributors, Inc. (the “Distributor”) for paying your financial intermediary a sales commission up to a total of 1.00% of the purchase price of your investment in connection with your initial purchase. For more information about whether your financial intermediary has entered into such an arrangement, contact your intermediary directly.

Information regarding the Funds’ sales charge reductions is available on the Funds’ website (www.accesshighyield.com) free of charge. Additional information regarding sales charges is also available in the SAI.

How to Reduce your Sales Charges

You may be eligible to purchase Class A Shares for reduced sales charges. To qualify for these reductions, you or your financial intermediary must provide sufficient information, in writing and at the time of purchase, to verify that your purchase qualifies for such treatment. For additional information, including information on aggregating purchases among related accounts to receive reduced sales charges, see the SAI. Consistent with the policies described in this Prospectus, you and your “immediate family” (your spouse and your children under the age of 21) may combine your holdings of any series of Access One Trust (the “Trust”) (each an “Access One Fund”) or ProFund, which are offered through a separate prospectus, on which a sales charge was paid to reduce your sales charge. Therefore, references to “you” and “your” in the following paragraphs regarding sales charges refer to you and your immediate family. Please see the SAI or refer to www.accesshighyield.com for further information.

Rights of Accumulation

To qualify for the lower sales charge rates that apply to larger purchases of Class A Shares, you may combine your new purchases of Class A Shares with the shares of any other Class A Shares of the Fund that you already own or Class A Shares of any Access One Fund or ProFund upon which a sales charge was paid. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the current value of all other Class A Shares of the Access One Funds or ProFunds upon which a sales charge was paid that you own calculated at their then current public offering price. Additionally, you may combine simultaneous purchases of Class A Shares of one Fund with Class A Shares of any other Access One Fund or ProFund (other than initial purchases of the Money Market ProFund and Access Money Market Fund) to reduce the sales charge rate that applies to purchases of each Fund’s Class A Shares. The reduced sales charge will apply only to current purchases and must be requested in writing when you buy your shares. Class A Shares of the Money Market ProFund and Access Money Market Fund that have not been subject to a sales charge will not be counted for purposes of reducing your sales charge. If you qualify for a reduced sales charge, the reduced sales charge applies to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if you already own qualifying Class A Shares of an Access One Fund with a value of $80,000 and wish to invest an additional $40,000 in Class A Shares of an Access One Fund, the


14		· General Information

reduced initial sales charge of 3.50% will apply to the full $40,000 purchase and not just to the $20,000 in excess of the $100,000 breakpoint. To qualify for obtaining the discount applicable to a particular purchase, you or your financial intermediary must furnish the transfer agent with a list of the account numbers and the names in which your Fund accounts are registered at the time the purchase is made.

Letters of Intent

You may pay reduced initial sales charges by indicating on the account application that you intend to provide a Letter of Intent (“LOI”), and then fulfilling the conditions of that LOI. Under a LOI, you commit to purchase a specified dollar amount of Class A Shares of a Fund or another Access One Fund or ProFund during a 13-month period. At your written request, Class A Share purchases made during the previous 90 days may be included. The amount you agree to purchase determines the initial sales charge you pay. If the full-face amount of the LOI is not invested by the end of the 13-month period, your account will be adjusted to the higher initial sales charge level for the amount actually invested. You are not legally bound by the terms of your LOI to purchase the number of your shares stated in the LOI. The LOI does, however, authorize the Funds to hold in escrow 4% of the total amount you intend to purchase. If you do not complete the total intended purchase at the end of the 13-month period, the Funds’ transfer agent will redeem the necessary portion of the escrowed shares to make up the difference between the reduced rate sales charge (based on the amount you intended to purchase) and the sales charge that would normally apply (based on the actual amount you purchased). As discussed above, Class A Shares of the Money Market ProFund and the Access Money Market Fund that have not been subject to a sales charge will not be counted for purposes of reducing your sales charge. By marking the LOI section on the account application and by signing the account application, you indicate that you understand and agree to the terms of the LOI and that you are bound by the provisions described below.

Calculating the Initial Sales Charge

Each purchase of Fund shares normally subject to an initial sales charge made during the 13-month period will be made at the public offering price applicable to a single transaction of the total dollar amount indicated by the LOI (to determine what the applicable public offering price is, look at the sales charge table in the section on “Initial Sales Charges” in the Prospectus).

It is your responsibility at the time of purchase to specify the account numbers that should be considered in determining the appropriate sales charge.

The offering price may be further reduced as described above under “Rights of Accumulation” if the transfer agent is advised of all other accounts at the time of the investment.

Shares acquired through reinvestment of dividends and capital gains distributions will not be applied to the LOI.

Calculating the Number of Shares to be Purchased

Purchases made within 90 days before signing an LOI will be applied toward completion of the LOI at your request. The LOI effective date will be the date of the first purchase within the 90-day period.

If you meet the original obligation at any time during the 13-month period, you may revise the intended investment amount upward by submitting a written and signed request. This revision will not change the original expiration date.

The transfer agent will process necessary adjustments upon the expiration or completion date of the LOI.

Fulfilling the Intended Investment

By signing an LOI, you are not making a binding commitment to purchase additional shares, but if purchases made within the 13-month period do not total the amount specified, you will have to pay the increased amount of sales charge.

To assure compliance with the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), the transfer agent will escrow in the form of shares an appropriate dollar amount (computed to the nearest full share) out of the initial purchase (or subsequent purchases if necessary). All dividends and any capital gain distributions on the escrowed shares will be credited to you. All shares purchased, including those escrowed, will be registered in your name. If the total investment specified under this LOI is completed within the 13- month period, the escrowed shares will be promptly released.

If the intended investment is not completed, you will pay the transfer agent the difference between the sales charge on the specified amount and the sales charge on the amount actually purchased. If you do not pay such difference within 20 days of the expiration date, you irrevocably appoint the transfer agent as your attorney-in fact to surrender for redemption any or all shares, to make up such difference within 60 days of the expiration date.

Canceling the LOI

If at any time before completing the LOI Program you wish to cancel the agreement, you must give written notice to the Distributor.

If at any time before completion the LOI Program you request the transfer agent to liquidate or transfer beneficial ownership of your total shares, the LOI will be automatically canceled. If the total amount purchased is less than the amount specified in the LOI, the transfer agent will redeem an appropriate number of escrowed shares equal to the difference between the sales charge actually paid and the sales charge that would have been paid if the total purchases had been made at a single time.

Repurchase of Class A Shares

If you have redeemed Class A Shares of any Access One Fund within the past 365 days, upon which you originally paid the front-end sales charge, you may repurchase an equivalent dollar amount of Class A Shares of any Access One Fund at NAV without the normal front-end sales charge. In effect, this allows you to reacquire shares that you may have had to redeem without re-paying the front-end sales charge. You may exercise this privilege only once and must notify the Distributor that you intend to do so in writing. You must provide the Distributor with the following information: (i) the date on which your Class A Shares of an Access One Fund were redeemed, (ii) your account number and (iii) an indication that you would like to repurchase Class A Shares of an Access One Fund. The Distributor must receive your purchase order within 365 days of your redemption. Note that if you reacquire shares through separate installments (e.g., through monthly or quarterly repurchases), the sales charge waiver will only apply to those portions of your repurchase order received within 365 days of your redemption.

As discussed above, Class A Shares of the Money Market ProFund that have not been subject to a sales charge will not be counted for purposes of reducing your sales charge.

Sales Charge Waivers

The sales charge on purchases of Class A Shares is waived for certain types of investors, including:

Directors and officers of any Fund sponsored by the Advisor or any of its subsidiaries and their immediate families (i.e., spouse, children, mother or father).

Employees of the Advisor and their immediate families, or any full-time employee or registered representative of the Distributor or of broker-dealers having dealer agreements with the Distributor (a “Selling Broker”) and their immediate families (or any trust, pension, profit sharing or other benefit plan for the benefit of such persons).

Any full-time employee of a bank, savings and loan, credit union or other financial institution that utilizes a Selling Broker to clear purchases of the Fund’s shares and their immediate families.


General Information ·		15

Participants in certain “wrap-fee” or asset allocation programs or other fee based arrangements sponsored by broker-dealers and other financial institutions that have entered into agreements with the Distributor.

Any accounts established on behalf of registered investment advisers or their clients by broker-dealers that charge a transaction fee and that have entered into agreements with the Distributor.

Separate accounts used to fund certain unregistered variable annuity contracts or Section 403(b) or 401(a) or (k) accounts.

Purchases by a trust institution or bank trust department for a managed account that is charged an asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP and SARSEP plans and plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans)), 403(b) programs, and accounts managed by third parties do not qualify for this waiver.

Purchases by a broker-dealer for a managed account that is charged an asset-backed fee. Employee benefit plans (except SIMPLE IRA, SEP and SARSEP plans and plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs do not qualify for this waiver.

Purchases by a registered investment adviser that is not part of an organization primarily engaged in the brokerage business for an account that is managed on a discretionary basis and is charged an asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP and SARSEP plans and plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs do not qualify for this waiver.

Purchases by a bank trust officer, registered representative or other employee (or a member of one of their immediate families) of investment professionals having agreements with a Selling Broker. A member of the immediate family of a bank trust officer, a registered representative, or other employee of investment professionals having agreements with a Selling Broker, is a spouse of one of those individuals, an account for which one of those individuals is acting as custodian for a minor child and a trust account that is registered for the sole benefit of a minor child of one of those individuals.

Sales Charge Exceptions

You will not pay initial sales charges on the following:

New purchases of Class A Shares of the Money Market ProFund.

Class A Shares purchased by reinvesting dividends and distributions.

When exchanging Class A Shares of an Access One Fund for Class A Shares of another Access One Fund or ProFund offering such class, unless you are exchanging Class A Shares of the Money Market ProFund that have not previously been subject to a sales charge.

Shareholder Services Guide


You may purchase shares using any of the following methods.		How to Make an Initial Purchase

Fund Minimums		The minimum initial investment amounts are: > $4,000 for Roth, Regular and Spousal IRAs held in discretionary accounts controlled by a financial professional. > $5,000 for other discretionary accounts controlled by a financial professional. > $15,000 for self-directed accounts controlled directly by investors.

By Mail		Step 1: Complete a New Account Form (see “Completing your New Account Form”.)
		Step 2: Make your check payable to the Fund. Write the name of the Fund and your account number, if known, on the check.
		Step 3: Send the signed New Account Form and check to: Access One Trust P.O. Box 182800 Columbus, OH 43218-2800

		Step 1: Complete a New Account Form (see “Completing your New Account Form”).

		Step 2: Fax the New Account Form to (800) 782-4797 (toll-free) or (614) 470-8718. Call the Fund to: > confirm receipt of the faxed New Account Form, > request your new account number, and > receive a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from the Fund). Send the original, signed New Account Form to: Access One Trust P.O. Box 182800 Columbus, OH 43218-2800

By Wire		Step 3: Call Access One Trust to receive the Fund’s wiring instructions.
		Your wire normally must be received and accepted by the Fund between 8:00 a.m. and 1:40 p.m., Eastern Time for the Fund to purchase shares the day of the wire transfer. Investment instructions provided to the Fund may be cancelled if the wire transfer is not received by 1:40 p.m., Eastern Time. The Fund is not responsible for transfer errors by the sending or receiving bank and will not be liable for any loss incurred due to a wire transfer not having been received. On any day that the Fund calculates its NAV earlier than normal, the Fund reserves the right to adjust the times noted above, except the 8:00 a.m. beginning time.

By Internet (Service Class only)		Step 1: Go to www.profunds.com
		Step 2: Click on the “Open Account” Button.
		Step 3: Complete an on-line New Account Form.

Through a Financial Professional		Contact your financial professional with your instructions.


16		· Shareholder Services Guide


You may purchase shares using any of the following methods.		How to Purchase Additional Shares

Fund Minimums		The minimum subsequent purchase amount is $100.

		Step 1: Complete an 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 Fund and the purchase amount. Make sure that your investment meets the additional purchase minimum.

By Mail		Step 2: Make your check payable to the Fund. Write the name of the Fund and your account number, if known, on the check.

		Step 3: Send the investment slip and check to: Access One Trust P.O. Box 182800 Columbus, OH 43218-2800

By Wire		Step 1: Call Access One Trust to inform us of: > your account number, > the amount to be wired, and > the Fund in which you wish to invest. You will then be given a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from Access One Trust).
By Wire		Step 2: Contact your bank to initiate your wire transfer.

By ACH		Step 1: Call Access One Trust to inform us of: > the fact that you want to make an ACH purchase, > your account number, > the purchase amount, and > the Fund(s) in which you wish to invest. You will then be given a confirmation number for your purchase order (your trade is not effective until you have received a confirmation number from the Trust). Please note the maximum ACH purchase is $50,000.

By Internet (Service Class only)		Step 1: Go to www.profunds.com
		Step 2: Click on the “Access Account” Button.
		Step 3: Enter User Name and Password.
		Step 4: Follow transaction instructions for making a purchase.

Through a Financial Professional		Contact your financial professional with your instructions.



Contact Information

Telephone:		(888) 776-3637 or (614) 470-8122 — Individual Investors only (888) 776-5717 — Institutions and Financial Professionals only

Fax:		(800) 782-4797 (toll-free) or (614) 470-8718

Internet:		www.accesshighyield.com

Regular mail:		Access One Trust P.O. Box 182800 Columbus, OH 43218-2800

Overnight mail:		Access One Trust c/o Citi Fund Services 3435 Stelzer Road Columbus, OH 43219

Opening a New Account

The Funds each offer two classes of shares in this Prospectus: Class A Shares and Service Class shares. Each class of shares may only be purchased through a financial advisor, securities dealer or other financial intermediary authorized to sell the Funds’ shares (“Authorized Financial Professional”). Each share class represents investments in the same portfolio of securities, but each class has its own expense structure, allowing you to choose the class that best fits your situation. There is a separate New Account Form for each class of shares. Please ensure you have the correct New Account Form before completing it. Each Fund reserves the right to discontinue offering shares at any time, or to cease investment operations entirely.

Fund Accounts

To open a Fund account, you will need to complete a New Account Form. You should also read this Prospectus carefully prior to opening your account. Contact the Funds to request a New Account Form or download a New Account Form from the Funds’ Internet website. For guidelines to help you complete the Form, see instructions on this page. You may also open a new account on-line. Go to www.profunds.com, select “Open Account” and follow the instructions. Please note that new accounts opened on-line may be funded through ACH or by check. For accounts funded through ACH, the maximum initial investment amount is $50,000.

Retirement Plan Accounts

Several types of Individual Retirement Accounts (“IRAs”) and tax-sheltered annuities (“TSA or 403(b)(7) plans”) are available. Please visit the Trust’s Internet website or contact the Trust for a retirement plan account application. The IRA custodian charges an annual fee of $15 per social security number for all types of IRAs. The annual fee may be waived and/or the Advisor may pay the fee in certain circumstances. Other types of retirement accounts, such as profit sharing, money purchase and 401(k) accounts may be established; however, the Trust does not sponsor these plans nor does the Trust provide retirement reporting for these types of plans. Please visit the Trust’s Internet website or contact the Fund for a retirement plan account application.

Accounts Through Financial Professionals

Contact your financial professional for information on opening an account to invest in the Funds.

Completing your New Account Form

You must provide each account holder’s social security number or tax identification number and date of birth on the New Account Form.

Attach the title page and signature page of trust documents when establishing a trust account. Contact the Fund for information on what is required on each page.

Be sure all parties named on the account sign the New Account Form.


Shareholder Services Guide ·		17

Accounts may be restricted or closed, and monies withheld, pending verification of this information or as otherwise required under federal regulations. You may be asked to provide additional information to verify your identity consistent with the requirements under anti-money laundering regulations. In addition, transaction orders, including orders for purchases, exchanges and redemptions may be suspended, restricted, cancelled or processed and the proceeds may be withheld.

Purchasing Shares

Important information you should know when you purchase Shares:

Instructions, written or by telephone, given to the Fund for wire transfer requests do not constitute a transaction request received in “good order” until the wire transfer has been received by the Fund. A wire purchase will be considered in good order if (i) you have completed and faxed a New Account Form; (ii) you have contacted the Fund and received a confirmation number, and (iii) the Fund receives and accepts your wire during the Fund’s wire processing times noted in the chart on page 19 and further described under “Additional Shareholder Information.”

Although the Funds do not charge for wire receipt, your bank may charge a fee to send wires. Please be sure that the wire is sufficient to cover your purchase and any such bank fees.

The Trust may reject or cancel any purchase orders for any reason.

The minimum for initial and subsequent purchases may be waived in certain circumstances.

Exchanging Shares

Shareholders can, free of charge and without a limit on frequency or maximum amount, exchange Class A shares or Service Class shares of either Fund for Class A shares or Service Class shares of any publicly available series of Access One Trust (each an “Access One Fund”) or ProFunds (information about ProFunds is contained in a separate prospectus which may be obtained by calling (888) 776-5717). Exchange requests, like any other share transaction, are subject to the Funds’ transaction cut-off times described on pages 19 and 20. Please note that the transaction cut-off times of one fund may differ from those of another fund. In an exchange between funds with different cut-off times, you will receive the price next computed after the exchange request is made for both the redemption and the purchase transactions involved in the exchange. You will be responsible for any losses if sufficient redemption proceeds are not available to pay the purchase price of shares purchased. Please consult the prospectus of the fund into which you are exchanging for the applicable cut-off times. Contact an Authorized Financial Professional to initiate an exchange. You can also perform exchanges by mail and on-line at www.profunds.com.