Item 1. Reports to Stockholders.

Annual Report

DECEMBER 31, 2023

Government Money Market ProFund

Table of Contents

1		Message from the Chairman
3		Fund Performance, Allocation of Portfolio Holdings and Expense Examples
7		Financial Statements and Financial Highlights
11		Notes to Financial Statements
16		Report of Independent Registered Public Accounting Firm
17		Board Approval of Investment Advisory Agreement
18		Trustees and Officers
19		Government Cash Management Portfolio

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Message from the Chairman

Dear Shareholder,

Economic and market sentiments were generally more positive during the reporting period, though concern about inflation, the potential for recession, and other market forces continued to linger. ProFunds is committed to helping you, our investors, meet this challenging environment by providing an innovative array of products and services designed to help you meet your objectives. Following is the Government Money Market ProFund Annual Report to Shareholders for the 12 months ended December 31, 2023.

The Government Money Market ProFund invests substantially all of its assets in the Government Cash Management Portfolio, a separate investment company managed by DWS Investment Management Americas, Inc.

Money market rates moved in a range of between 4.3% and 5.3% during the period, tracking the target of the Federal Funds Rate.

Interest Rates Rise and Stay High Despite Moderating Inflation

Combating elevated inflation and avoiding a recession dominated economic policymaking in 2023. The year began with central bankers of the Federal Reserve on a campaign to bring down inflation by raising short-term interest rates, which were increased to a target range of between 5.25% and 5.5% at the Fed’s July meeting. Rates have remained unchanged since then, and Chairman Powell has communicated that the Fed will “let the data reveal the appropriate path” before it decides whether to begin lowering rates. Inflation moderated throughout the year (though not in a straight line), with the Consumer Price Index declining to just over 3% by the fall.

Despite concerns about the economic impact of Fed rate hikes, a feared recession never materialized during the period, and the potential for a much-hoped-for “soft landing” grew as the year progressed. While U.S. real GDP growth slowed slightly in the second quarter of 2023, third-quarter growth came in strong at 4.9%. The U.S. unemployment rate ticked up slightly through the fall but remained low, ending the reporting period at 3.7%. The Bloomberg Dollar Spot Index declined just slightly, falling 2.7%.

Government Money Market ProFund

Amid elevated (though moderating) inflation and high interest rates over the period, the Government Money Market ProFund continued to achieve its objective of maintaining a stable net asset value of $1.00 per share per investor. The fund potentially benefits investors by seeking a higher level of current income consistent with liquidity and capital preservation. It also serves investors as a vehicle for moving money between ProFunds products, or for holding assets until they are ready to invest. In 2023, however, thanks to elevated interest rates, the Government Money Market ProFund provided investors who parked cash in the fund a modest annualized return of 4.2%, which is meaningfully above the fund’s historical average.

We thank you for the trust and confidence you have placed in us by using the Government Money Market ProFund, and we appreciate the opportunity to continue serving your investment needs.

Sincerely,

Michael L. Sapir
Chairman of the Board of Trustees

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Fund Performance, Allocation of Portfolio Holdings and Expense Examples

4 :: Government Money Market ProFund :: Fund Performance

The Government Money Market ProFund seeks, as its investment objective, a high level of current income consistent with liquidity and preservation of capital. The seven-day yield, as of December 31, 2023, was 4.52% for the Investor Class and 3.48% for the Service Class.

The assets of the Fund are part of a $38 billion portfolio managed by DWS Investment Management Americas, Inc. Its managers seek to maintain a stable net asset value of $1.00, however there is no assurance that they will be able to do so.

An investment in this Fund is neither guaranteed nor insured by the Federal Deposit Insurance Corporation or any other government agency. Although the ProFund strives to maintain the value of your investment at $1.00 per share, it is possible to lose money by investing in this Fund.

Past performance is not predictive of future results. The performance data quoted represents past performance and current returns may be lower or higher. Yield will vary and principal value may fluctuate so that the investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance information current to the most recent month end, please visit ProFunds.com.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Allocation of Portfolio Holdings and Expense Examples :: Government Money Market ProFund :: 5

Investment Objective: The Government Money Market ProFund seeks a high level of current income consistent with liquidity and preservation of capital.

An investment in this ProFund is neither guaranteed nor insured by the Federal Deposit Insurance Corporation or any other government agency. Although the ProFund strives to maintain the value of your investment at $1.00 per share, it is possible to lose money by investing in the ProFund.

Allocation of Portfolio Holdings

Government Money Market ProFund Market Exposure

Investment Type	% of Net Assets
Investment in Government Cash Management Portfolio^(a)		101	%
Total Exposure		101	%

	^(a)	The Government Cash Management Portfolio holdings are included in the accompanying financial statements of the Portfolio.
	^(b)	Amount is less than 0.5%.

Government Cash Management Portfolio Asset Allocation^(a)

Investment Type	% of Net Assets
Commercial Paper		—	%^(b)
Government & Agency Obligations
U.S. Government Sponsored Agencies		15	%
U.S. Treasury Obligations		53	%
Repurchase Agreements		37	%

Expense Examples

As a ProFund shareholder, you may incur two types of costs: (1) transaction costs, including wire redemption fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other ProFund expenses (including expenses allocated from the Government Cash Management Portfolio). These examples are intended to help you understand your ongoing costs (in dollars) of investing in the ProFund and to compare these costs with the ongoing cost of investing in other mutual funds. Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher. Therefore, these examples are useful in comparing ongoing costs only and will not help you determine the relative total cost of owning different funds.

Actual Expenses

The actual expense examples are based on an investment of $1,000 invested at the beginning of a six-month period and held throughout the period ended December 31, 2023.

The columns below under the heading entitled “Actual” provide information about actual account values and actual expenses. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The hypothetical expense examples are based on an investment of $1,000 invested at the beginning of a six-month period and held throughout the period ended December 31, 2023.

The columns below under the heading entitled “Hypothetical” provide information about hypothetical account values and hypothetical expenses based on the ProFund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the ProFund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the ProFund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

						Actual				Hypothetical (5% return before expense)
	Annualized Expense Ratio During Period			Beginning Account Value 7/1/23		Ending Account Value 12/31/23		Expenses Paid During Period*		Ending Account Value 12/31/23		Expenses Paid During Period*
Government Money Market ProFund – Investor Class		0.98	%	$	1,000.00	$	1,022.30	$	5.00	$	1,020.27	$	4.99
Government Money Market ProFund – Service Class		1.98	%		1,000.00		1,017.10		10.07		1,015.22		10.06

Expenses are equal to the average account value over the period multiplied by the ProFund’s annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

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Financial Statements and Financial Highlights

8 :: Government Money Market ProFund :: Financial Statements

Statement of Assets and Liabilities
December 31, 2023

ASSETS:
Investment in Government Cash Management Portfolio, at value	$	167,819,415
Receivable for capital shares issued		16,245,999
Prepaid expenses		43,067
TOTAL ASSETS		184,108,481
LIABILITIES:
Distributions payable		17,657
Payable for capital shares redeemed		18,233,458
Management services fees payable		76,845
Administration fees payable		4,314
Distribution and services fees payable-Service Class		8,177
Transfer agency fees payable		33,739
Fund accounting fees payable		10,000
Compliance services fees payable		979
Service fees payable		967
Other accrued expenses		142,637
TOTAL LIABILITIES		18,528,773
Commitments and contingencies (Note 4)
NET ASSETS	$	165,579,708
NET ASSETS CONSIST OF:
Capital	$	165,834,811
Total distributable earnings (loss)		(255,103	)
NET ASSETS	$	165,579,708
INVESTOR CLASS:
Net Assets	$	156,288,966
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		156,528,557
Net Asset Value (offering and redemption price per share)	$	1.00
SERVICE CLASS:
Net Assets	$	9,290,742
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		9,304,578
Net Asset Value (offering and redemption price per share)	$	1.00

Statement of Operations
For the Year Ended December 31, 2023

INVESTMENT INCOME:
Interest	$	9,881,684	^(a)
Expenses		(165,589	)^(a)(b)
TOTAL INVESTMENT INCOME		9,716,095
EXPENSES:
Management services fees		683,880
Administration fees		64,866
Distribution and services fees-Service Class		99,902
Transfer agency fees		250,602
Administrative services fees		176,728
Registration and filing fees		67,802
Fund accounting fees		10,000
Trustee fees		2,686
Compliance services fees		628
Service fees		16,478
Audit fees		155,566
Other fees		83,105
Recoupment of prior expenses reimbursed by the Advisor		238,551
TOTAL NET EXPENSES		1,850,794
NET INVESTMENT INCOME		7,865,301
REALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		4,403	^(a)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	7,869,704

	^(a)	Allocated from Government Cash Management Portfolio.
	^(b)	For the year ended December 31, 2023, the Advisor to the Government Cash Management Portfolio waived fees, of which $96,550 was allocated to the Government Money Market ProFund on a pro-rated basis.

See accompanying notes to the financial statements.

Financial Statements :: Government Money Market ProFund :: 9

Statements of Changes in Net Assets

	Year Ended December 31, 2023			Year Ended December 31, 2022
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income	$	7,865,301		$	2,111,073
Net realized gains (losses) on investments		4,403			(258,080	)
Change in net assets resulting from operations		7,869,704			1,852,993
DISTRIBUTIONS TO SHAREHOLDERS:
Total Distributions
Investor Class		(7,556,580	)		(2,049,183	)
Service Class		(308,480	)		(63,462	)
Change in net assets resulting from distributions		(7,865,060	)		(2,112,645	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued
Investor Class		2,348,875,530			3,014,039,725
Service Class		47,664,969			54,449,952
Distributions reinvested
Investor Class		7,447,969			1,979,126
Service Class		307,654			63,462
Value of shares redeemed
Investor Class		(2,388,291,722	)		(3,021,602,279	)
Service Class		(49,374,164	)		(52,955,225	)
Change in net assets resulting from capital transactions		(33,369,764	)		(4,025,239	)
Change in net assets		(33,365,120	)		(4,284,891	)
NET ASSETS:
Beginning of period		198,944,828			203,229,719
End of period	$	165,579,708		$	198,944,828
SHARE TRANSACTIONS:
Issued
Investor Class		2,348,875,530			3,014,039,725
Service Class		47,664,969			54,449,952
Reinvested
Investor Class		7,447,969			1,979,126
Service Class		307,654			63,462
Redeemed
Investor Class		(2,388,291,722	)		(3,021,602,279	)
Service Class		(49,374,164	)		(52,955,225	)
Change in shares		(33,369,764	)		(4,025,239	)

See accompanying notes to the financial statements.

10 :: Government Money Market ProFund :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

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

			Investment Activities						Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income^(a)(b)		Net Realized Gains (Losses) on Investments^(b)		Total from Investment Activities		Net Investment Income		Total Distributions
Government Money Market ProFund
Investor Class
Year Ended December 31, 2023	$	1.000	0.041		—	^(d)	0.041		(0.041	)	(0.041	)
Year Ended December 31, 2022	$	1.000	0.010		—	^(d)	0.010		(0.010	)	(0.010	)
Year Ended December 31, 2021	$	1.000	—	^(d)	—	^(d)	—	^(d)	—		—	^(d)
Year Ended December 31, 2020	$	1.000	0.001		—	^(d)	0.001		(0.001	)	(0.001	)
Year Ended December 31, 2019	$	1.000	0.013		—	^(d)	0.013		(0.013	)	(0.013	)
Service Class
Year Ended December 31, 2023	$	1.000	0.031		—	^(d)	0.031		(0.031	)	(0.031	)
Year Ended December 31, 2022	$	1.000	0.006		—	^(d)	0.006		(0.006	)	(0.006	)
Year Ended December 31, 2021	$	1.000	—	^(d)	—	^(d)	—	^(d)	—		—	^(d)
Year Ended December 31, 2020	$	1.000	—	^(d)	—	^(d)	—	^(d)	—		—	^(d)
Year Ended December 31, 2019	$	1.000	0.003		—	^(d)	0.003		(0.003	)	(0.003	)

					Ratios to Average Net Assets									Supplemental Data
Net Asset Value, End of Period		Total Return			Gross Expenses^(b)(c)			Net Expenses^(b)			Net Investment Income^(b)			Net Assets, End of Period (000’s)


$	1.000		4.15	%		0.98	%		0.98	%		4.08	%	$	156,289
$	1.000		0.99	%		0.86	%		0.68	%^(e)		0.97	%	$	188,251
$	1.000		0.02	%		0.70	%		0.04	%^(e)		0.02	%	$	194,082
$	1.000		0.14	%		0.84	%		0.34	%^(e)		0.14	%	$	224,414
$	1.000		1.25	%		0.98	%		0.98	%		1.26	%	$	277,733

$	1.000		3.12	%		1.98	%		1.98	%		3.08	%	$	9,291
$	1.000		0.61	%		1.22	%		1.04	%^(e)		0.57	%	$	10,694
$	1.000		0.02	%		0.70	%		0.04	%^(e)		0.02	%	$	9,148
$	1.000		0.02	%		1.24	%		0.41	%^(e)		0.02	%	$	9,637
$	1.000		0.31	%		1.98	%		1.98	%		0.32	%	$	8,436

^(a)

Per share net investment income has been calculated using the average daily shares method.

^(b)

Per share amounts and percentages include the applicable allocation from the Government Cash Management Portfolio.

^(c)

For the years ended December 31, 2023, December 31, 2022, December 31, 2021, December 31, 2020, and December 31, 2019, the Advisor to the Government Cash Management Portfolio waived fees which were allocated to the Government Money Market ProFund on a pro-rata basis. If included, the corresponding impact to the gross expense ratio would be an increase of 0.05%, 0.08%, 0.11%, 0.06%, and 0.07%, respectively.

^(d)

Amount is less than $0.0005.

^(e)

The expense ratio for the period reflects the deduction of certain expenses to maintain a certain minimum net yield.

See accompanying notes to the financial statements.

Notes to Financial Statements

12 :: Government Money Market ProFund :: Notes to Financial Statements :: December 31, 2023

1. Organization

ProFunds (the “Trust”) consists of 116 separate investment portfolios and is registered as an open-end management investment company under the Investment Company Act of 1940 (the “1940 Act”) and thus follows accounting and reporting guidance for investment companies. The Trust is organized as a Delaware statutory trust and is authorized to issue an unlimited number of shares of beneficial interest of no par value which may be issued in more than one class or series. The accompanying financial statements relate to the Government Money Market ProFund, (the “ProFund”). The ProFund has two classes of shares: the Investor Class and Service Class. The ProFund is a feeder fund in a master-feeder fund structure and seeks to achieve its objective by investing all of its investable assets in the Government Cash Management Portfolio (the “Portfolio”), an open-end management investment company that is advised by DWS Investment Management Americas, Inc. (“DIMA”) and has the same investment objective as the ProFund. As of December 31, 2023, the percentage of the Portfolio’s interests owned by the ProFund was 0.4%. The financial statements of the Portfolio, including its schedule of portfolio investments, are included in this report and should be read in conjunction with the ProFund’s financial statements.

Each class of shares has identical rights and privileges except with respect to fees paid under the Distribution and Shareholder Services Plan and voting rights on matters affecting a single class of shares.

Under the Trust’s organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts with its vendors and others that provide for general indemnifications. The Trust and ProFund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the ProFund.

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the ProFund in preparation of its financial statements. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The actual results could differ from those estimates.

Investment Valuation

The ProFund records its investments in the Portfolio at fair value, which represents its proportionate ownership of the value of the Portfolio’s net assets. The valuation techniques used to determine fair value are further described in Note 3. The Portfolio’s Notes to Financial Statements included elsewhere in this report provide information about the Portfolio’s valuation policy and its period-end security valuations.

Investment Transactions and Related Income

Investment transactions are accounted for on trade date on the last business day of the reporting period.

The ProFund records daily its proportionate share of the Portfolio’s income, expenses, and realized gains and losses. In addition, the ProFund accrues its own expenses.

Allocations

Expenses directly attributable to the ProFund are charged to the ProFund, while expenses which are attributable to more than one fund in the Trust, or jointly with an affiliate, are allocated among the respective funds in the Trust and/or affiliate based upon relative net assets or another reasonable basis.

The investment income, expenses (other than class specific expenses charged to a class) and realized gains and losses on investments of the ProFund are allocated to each class of shares based upon relative net assets on the date income is earned or expenses and realized gains and losses are incurred.

Distributions to Shareholders

The ProFund declares distributions from net investment income daily and pays the dividends on a monthly basis. Net realized capital gains, if any, will be distributed annually.

The amount of distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations which may differ from GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature (e.g., return of capital, distribution reclassification), such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification.

Federal Income Taxes

The ProFund intends to continue to qualify each year as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. A RIC generally is not subject to federal income tax on income and gains distributed in a timely manner to its shareholders. The ProFund intends to make timely distributions in order to avoid tax liability. Accordingly, no provision for federal income taxes is required in the financial statements. The ProFund has a calendar tax year end.

Management of the ProFund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then, as applicable). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken and the ProFund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

3. Investment Valuation Summary

The valuation techniques employed by the ProFund, described below, maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs

December 31, 2023 :: Notes to Financial Statements :: Government Money Market ProFund :: 13

used for valuing the ProFund’s investments are summarized in the three broad levels listed below:

• Level 1 – quoted prices in active markets for identical assets

• Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.)

• Level 3 – significant unobservable inputs (including the ProFund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

As of December 31, 2023, the ProFund’s $167,819,415 investment in the Portfolio, which is a registered investment company, is based on Level 2 inputs due to the ProFund’s master-feeder structure. There were no Level 1 or Level 3 investments held by the ProFund during the year ended December 31, 2023.

4. Fees and Transactions with Affiliates and Other Parties

ProFund Advisors LLC (the “Advisor”) serves as the investment advisor of the ProFund for an annual fee equal to 0.35% of the average daily net assets of the ProFund, although no fee is payable under the agreement unless the master-feeder relationship with the Portfolio is terminated and the Advisor directly invests the assets of the ProFund. DIMA is the investment advisor to the Portfolio in which the ProFund invests its assets.

Citi Fund Services Ohio, Inc. (“Citi”) acts as the Trust’s administrator (the “Administrator”). For its services as Administrator, the Trust pays Citi an annual fee based on the Trust’s aggregate average net assets at an annualized tier rate ranging from 0.00375% to 0.05%, and a base fee for certain filings. Administration fees include additional fees paid to Citi by the Trust for additional services provided, including support of the Trust’s compliance program.

FIS Investor Services LLC (“FIS”) acts as the Trust’s transfer agent. For these services, the Trust pays FIS a base fee, account and service charges, and reimbursement of certain expenses.

ProFunds Distributors, Inc. (the “Distributor”), a wholly owned subsidiary of the Advisor, serves as the Trust’s distributor. Under a Distribution and Shareholder Services Plan, adopted by the Trust’s Board of Trustees pursuant to Rule 12b-1 under the 1940 Act, the ProFund may pay financial intermediaries such as broker-dealers, investment advisors and the Distributor up to 1.00%, on an annualized basis, of the average daily net assets attributable to Service Class shares as compensation for service and distribution-related activities and/or shareholder services with respect to Service Class shares.

The Advisor, pursuant to a separate Management Services Agreement, performs certain client support services and other administrative services on behalf of the ProFund. For these services, the ProFund pays the Advisor a fee at the annual rate of 0.35% of its average daily net assets for providing feeder fund management and administrative services to the ProFund.

The Advisor, pursuant to a separate Services Agreement, performs certain services related to the operation and maintenance of a shareholder trading platform. For these services, the Trust pays the Advisor a monthly base fee as reflected on the Statement of Operations as “Service fees”.

The ProFund pays fees to certain intermediaries or financial institutions for record keeping, sub-accounting services, transfer agency and other administrative services as reflected on the Statement of Operations as “Administrative services fees”.

Certain Officers and a Trustee of the Trust are affiliated with the Advisor or the Administrator. Except as noted below with respect to the Trust’s Chief Compliance Officer, such Officers and Trustee receive no compensation from the ProFund for serving in their respective roles. The Trust, together with affiliated Trusts, pays each Independent Trustee compensation for his services at the annual rate of $325,000 per Trustee, inclusive of all meetings. During the year ended December 31, 2023, actual Trustee compensation was $975,000 in aggregate from the Trust and affiliated trusts. There are certain employees of the Advisor, such as the Trust’s Chief Compliance Officer and staff who administer the Trust’s compliance program, in which the ProFund reimburses the Advisor for their related compensation and certain other expenses incurred as reflected on the Statement of Operations as “Compliance services fees”.

The Advisor has contractually agreed to waive management services fees, and if necessary, reimburse certain other expenses of the ProFund for the periods below in order to limit the annual operating expenses (exclusive of brokerage costs, interest, taxes, litigation, indemnification, and extraordinary expenses) as follows:

	For the Period May 1, 2023 through April 30, 2024						For the Period May 1, 2022 through April 30, 2023
	Investor Class			Service Class			Investor Class			Service Class
Government Money Market ProFund		0.98	%		1.98	%		0.98	%		1.98	%

The Advisor has also contractually agreed to waive management services fees, and if necessary, reimburse certain other expenses of the ProFund through April 30, 2024 to the extent necessary to maintain a certain minimum net yield as determined by the Advisor. The Advisor has contractually undertaken to waive its fees and/or reimburse certain expenses to maintain the minimum yield floor limit at 0.02% through April 30, 2024.

The Advisor may recoup the management services fees contractually waived or limited and other expenses reimbursed by it within three years from the expense limit period and minimum yield limit period in which they were taken. Such recoupment shall be made monthly, but only to the extent that such recoupment would not cause the net yield of each Class of the ProFund to fall below the highest previously determined minimum yield and such recoupment would not cause annualized operating expenses to exceed the expense limit in effect at the time of the waiver, and the expense limit in effect at the time of the recoupment. Any amounts recouped

14 :: Government Money Market ProFund :: Notes to Financial Statements :: December 31, 2023

by the Advisor during the period are reflected on the Statement of Operations as “Recoupment of prior expenses reduced by the Advisor”. As of December 31, 2023, the recoupments that may potentially be made by the ProFund are as shown in the table below. As of December 31, 2023, no commitment or contingent liability is expected.

		Expires 4/30/24				Expires 4/30/25				Total
Government Money Market ProFund		$	1,498,883			$	1,234,557			$	2,733,440

5. Investment Risks

The Fund may be subject to other risks in addition to these identified risks. This section discusses certain common principal risks encountered by the Fund. The risks are presented in an order intended to facilitate readability, and their order does not imply that the realization of one risk is likely to occur more frequently than another risk, nor does it imply that the realization of one risk is likely to have a greater adverse impact than another risk.

Government Default Risk

Due to the rising U.S. government debt burden and potential limitations caused by the statutory debt ceiling, it is possible that the U.S. government may not be able to meet its financial obligations or that securities issued by the U.S. government may experience credit downgrades. In the past, U.S. sovereign credit has experienced downgrades and there can be no guarantee that it will not experience further downgrades in the future by rating agencies. Such a credit event may adversely impact the financial markets and the ProFund. From time to time, uncertainty regarding the status of negotiations in the U.S. government to increase the statutory debt ceiling and/or failure to increase the statutory debt ceiling could increase the risk that the U.S. government may default on payments on certain U.S. government securities, cause the credit rating of the U.S. government to be downgraded or increase volatility in financial markets, result in higher interest rates, reduce prices of U.S. Treasury securities and/or increase the costs of certain kinds of debt.

Cybersecurity Risk

With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, the ProFund, financial intermediaries, service providers and the relevant listing exchange are susceptible to operational, information security and related “cyber” risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing among other behaviors, stealing or corrupting data maintained online or digitally, and denial of service attacks on websites. Cybersecurity failures or breaches of the ProFund’s third party service providers (including, but not limited to, index providers, the administrator and transfer agent) or the issuers of securities and/or financial instruments in which the ProFund invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of ProFund shareholders to transact business, violations of applicable privacy and other laws. For instance, cyber attacks may interfere with the processing of shareholder transactions, impact the ProFund’s ability to calculate its NAV, cause the release of private shareholder information or confidential ProFund information, impede trading, cause reputational damage, and subject the ProFund to regulatory fines, reputational damage, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. The ProFund and its shareholders could be negatively impacted as a result. While the ProFund or its service providers may have established business continuity plans and systems designed to guard against such cyber attacks or adverse effects of such attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified, in large part because different unknown threats may emerge in the future. Similar types of cybersecurity risks also are present for issuers of securities in which the ProFund invests, which could result in material adverse consequences for such issuers, and may cause the ProFund’s investments in such securities to lose value. The Advisor and the Trust do not control the cybersecurity plans and systems put in place by third party service providers, and such third party service providers may have no or limited indemnification obligations to the Advisor or to the ProFund.

Natural Disaster/Epidemic Risk

December 31, 2023 :: Notes to Financial Statements :: Government Money Market ProFund :: 15

industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the ProFund’s investments. These factors can cause substantial market volatility, exchange trading suspensions and closures and can impact the ability of the ProFund to complete redemptions and otherwise affect ProFund performance and ProFund trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on the ProFund’s performance, resulting in losses to your investment.

Risk of Global Economic Shock

Widespread disease, including public health disruptions, pandemics and epidemics (for example, COVID-19 including its variants), have been and may continue to be highly disruptive to economies and markets. Health crises could exacerbate political, social, and economic risks, and result in breakdowns, delays, shutdowns, social isolation, civil unrest, periods of high unemployment, shortages in and disruptions to the medical care and consumer goods and services industries, and other disruptions to important global, local and regional supply chains, with potential corresponding results on the performance of the ProFund and its investments. Additionally, war, military conflicts, sanctions, acts of terrorism, sustained elevated inflation, supply chain issues or other events could have a significant negative impact on global financial markets and economies. Russia’s military incursions in Ukraine have led to, and may lead to additional sanctions being levied by the United States, European Union, and other countries against Russia. The ongoing hostilities between the two countries could result in additional widespread conflict and could have a severe adverse effect on the region and certain markets. Sanctions on Russian exports could have a significant adverse impact on the Russian economy and related markets and could affect the value of the ProFund’s investments, even beyond any direct exposure The ProFund may have to the region or to adjoining geographic regions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could have a severe adverse effect on the region, including significant negative impacts on the economy and the markets for certain securities and commodities, such as oil and natural gas. How long such tensions and related events will last cannot be predicted. These tensions and any related events could have significant impact on the ProFund’s performance and the value of an investment in the ProFund.

6. Federal Income Tax Information

The tax character of dividends paid to shareholders during the applicable tax years ended, as noted below, were as follows:

	Ordinary Income		Total Distributions Paid
December 31, 2023
Government Money Market ProFund	$	7,865,060	$	7,865,060
December 31, 2022
Government Money Market ProFund	$	2,111,273	$	2,111,273

As of the most recent tax year ended December 31, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:

		Undistributed Ordinary Income				Undistributed Long-Term Capital Gains				Distributions Payable				Accumulated Capital and Other Losses				Total Unrealized Appreciation (Depreciation)				Accumulated Earnings (Deficit)
Government Money Market ProFund		$	—			$	—			$	(1,131	)		$	(253,972	)		$	—			$	(255,103	)

As of the tax year ended December 31, 2023, the ProFund had net capital loss carryforwards (“CLCFs”) as summarized in the table below:

		No Expiration Date
Government Money Market ProFund		$	253,972

Unused limitations accumulate and increase limited CLCFs available for use in offsetting net capital gains. The Board does not intend to authorize a distribution of any realized gain for the ProFund until any applicable CLCF has been offset or utilized.

7. Subsequent Events

The ProFund has evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no additional subsequent events to report that have a material impact on the ProFund’s financial statements.

16 :: Government Money Market ProFund :: Report of Independent Registered Public Accounting Firm

To the Board of Trustees of ProFunds and Shareholders of Government Money Market ProFund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Government Money Market ProFund (one of the funds constituting ProFunds, referred to hereafter as the “Fund”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statement of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the Accounting Agent for the Master Fund. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Columbus, Ohio
February 26, 2024

We have served as the auditor of one or more investment companies in ProFunds and ProShares Trust group since 1997.

December 31, 2023 :: Board Approval of Investment Advisory Agreement :: Government Money Market ProFund :: 17

At a meeting held on September 12-13, 2023, the Board of Trustees (the “Board”) of ProFunds (the “Trust”) considered the renewal of the Investment Advisory Agreement between ProFund Advisors LLC (the “Advisor”) and the Trust on behalf of the Government Money Market ProFund (the “Fund”) (the “Advisory Agreement”).

The Board did not identify any particular information that was most relevant to its consideration to approve the continuation of the Advisory Agreement and each Trustee may have afforded different weight to the various factors. The Board received a memorandum from independent legal counsel to the Independent Trustees regarding the Board’s fiduciary responsibilities under state and federal law with respect to the Board’s considerations of the renewal or approval of investment advisory agreements. The Independent Trustees were advised by their independent legal counsel throughout the process, including about the legal standards applicable to their review. The Independent Trustees met in executive session to discuss and evaluate the information provided by the Advisor and the independent consultant.

The Board noted that the Fund is a feeder fund that invests all its shares in a master fund that is advised by a third party investment adviser. The Trustees noted that the contractual amount of the fee is 0.35% of the Fund’s average annual daily net assets, but that the Advisor does not collect this fee for so long as the Fund is a feeder fund that invests in shares of a master fund. The Board also noted that the Fund pays the Advisor a Management Services fee of 0.35% of the Fund’s average annual daily net assets, all of which the Advisor has waived. The Board noted that the Advisor has contractually agreed to reduce Fund expenses to retain a certain minimum yield as well as to reimburse advisory and management services fees that exceed 0.98% for the Investor Class and 1.98% for the Service Class through April 30, 2024. In response to a request from the Independent Trustees, the Advisor provided information for the Board to consider relating to the continuation of the Advisory Agreement in light of the structure of the Fund.

The Board considered that the Advisor has the requisite portfolio management skills to manage the Fund if necessary and considered the reasonableness of the fee should the Advisor begin to provide services under the Advisory Agreement. In assessing the reasonableness of the fee, the Board considered the nature of the services described in the Advisory Agreement, and fees charged by comparable money market funds.

In its deliberations, the Board also considered the Advisor’s non-advisory services, including those performed under a separate Management Services Agreement. The Board considered any indirect, or “fall-out,” benefits that the Advisor or its affiliates derived from their relationship to the Fund but concluded that such benefits were relatively insignificant. The Board considered that ProFund Distributors, Inc. (“PDI”), a wholly-owned subsidiary of the Advisor, earns fees from the Fund for providing services under a Distribution and Shareholder Services Plan.

In addition to the information provided and discussions that occurred at the meeting at which the Board took action regarding the renewal of the Advisory Agreement, the Board regularly considers matters bearing on the Fund and its investment advisory, administration and distribution arrangements including the Fund’s investment results and performance data, at its regular meetings throughout the year. The Board’s conclusions may take into account their consideration of the relevant arrangements during the course of the year and in prior years.

Based on, but not limited to, the above considerations and determinations, the Board, including all of the Independent Trustees, determined that the Advisory Agreement for the Fund is fair and reasonable in light of the nature, extent and quality of the services to be performed, the fee rates to be paid, the Advisor’s expenses, the feeder fund structure of the Fund, and such other matters as the Board considered relevant in the exercise of its business judgement. Accordingly, the Board concluded that the continuation of the Advisory Agreement and the continued investment by the Fund into the master portfolio was in the best interests of the shareholders of the Fund. On this basis, the Board unanimously voted in favor of the renewal of the Advisory Agreement.

18 :: Government Money Market ProFund :: Trustees and Executive Officers (unaudited)

Name, Address, and Birth Date	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Operational Portfolios in Fund Complex Overseen by Trustee*	Other Directorships Held by Trustee During Past 5 Years

Independent Trustees

William D. Fertig c/o ProFunds Trust 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 9/56	Trustee	Indefinite; June 2011 to present	Context Capital Management (Alternative Asset Management): Chief Investment Officer (September 2002 to present).	ProFunds (116); ProShares (126)	Context Capital

Russell S. Reynolds, III c/o ProFunds Trust 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 7/57	Trustee	Indefinite; October 1997 to present	RSR Partners, Inc. (Retained Executive Recruitment and Corporate Governance Consulting): Managing Director (February 1993 to present).	ProFunds (116); ProShares (126)	RSR Partners, Inc.

Michael C. Wachs c/o ProFunds Trust 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 10/61	Trustee	Indefinite; October 1997 to present	Linden Lane Capital Partners LLC (Real Estate Investment and Development): Managing Principal (2010 to present).	ProFunds (116); ProShares 126)	NAIOP (the Commercial Real Estate Development Association)

Interested Trustee

Michael L. Sapir** 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 5/58	Trustee and Chairman of the Board	Indefinite; April 1997 to present	Chairman and Chief Executive Officer of the Advisor (April 1997 to present); ProShare Advisors (November 2005 to present); and ProShare Capital Management LLC (June 2008 to present).	ProFunds (116); ProShares (126)

The "Fund Complex" consists of all operational registered investment companies under the 1940 Act that are advised by ProFund Advisors LLC and any operational registered investment companies that have an investment adviser that is an affiliated person of ProFund Advisors LLC. Investment companies that are non-operational (and therefore, not publicly offered) as of the date of this report are excluded from these figures.

^**

Mr. Sapir is an "interested person," as defined by the 1940 Act, because of his ownership interest in Profund Advisors.

Name, Address, and Birth Date	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During the Past 5 Years

Executive Officers

Todd B. Johnson 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 1/64	President	Indefinite; January 2014 to present	Chief Investment Officer of the Advisor and ProShare Advisors LLC (December 2008 to present); and ProShare Capital Management LLC (February 2009 to present).

Victor M. Frye, Esq. 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 10/58	Chief Compliance Officer and Anti-Money Laundering Officer	Indefinite; September 2004 to present	Counsel and Chief Compliance Officer of the Advisor (October 2002 to present) and ProShare Advisors LLC (December 2004 to present); Secretary of ProFunds Distributors, Inc. (April 2008 to present); Chief Compliance Officer of ProFunds Distributors, Inc. (July 2015 to present).

Richard F. Morris 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 8/67	Chief Legal Officer and Secretary	Indefinite; December 2015 to present	General Counsel of the Advisor, ProShare Advisors, and ProShare Capital Management LLC (December 2015 to present); Chief Legal Officer of ProFunds Distributors, Inc. (December 2015 to present); Partner at Morgan Lewis & Bockius, LLP (October 2012 to November 2015).

Denise Lewis 4400 Easton Commons, Suite 200 Columbus, OH 43219 Birth Date: 10/63	Treasurer	Indefinite; June 2022 to present	Senior Vice President, Fund Administration, Citi Fund Services Ohio, Inc. (August 2020 to present); Senior Director, Bank of New York Mellon (September 2015 – October 2019).

The Funds' Statement of Additional Information includes additional information about the Funds' Trustees and Officers. To receive your free copy of the Statement of Additional Information, call toll-free 888-776-3637.

Government Cash Management Portfolio

20 :: Government Cash Management Portfolio :: Investment Portfolio :: as of December 31, 2023

Investment Portfolio

Commercial Paper 0.1%

Issued at Discount 0.1%

	Principal Amount		Value
Toronto Dominion Bank, 5.495%^(a), 3/11/2024 (Cost $59,367,667)	$	60,000,000	$	59,367,667

Government & Agency Obligations 67.8%
U.S. Government Sponsored Agencies 15.0%
Federal Farm Credit Banks:
5.25%^(a), 12/13/2024		19,825,000		19,821,994
SOFR + 0.135%, 5.535%^(b), 6/3/2025		82,000,000		82,000,000
SOFR + 0.145%, 5.545%^(b), 7/25/2025		151,500,000		151,500,000
Federal Farm Credit Banks Funding Corp.:
3-month U.S. Treasury Bill Money Market Yield minus 0.03%, 5.301%^(b), 2/1/2024		50,000,000		50,000,000
3-month U.S. Treasury Bill Money Market Yield minus 0.03%, 5.301%^(b), 2/28/2024		50,000,000		50,000,000
FEDL01 + 0.135%, 5.465%^(b), 5/22/2025		30,000,000		30,000,000
5.57%^(a), 7/5/2024		10,000,000		9,999,597
Federal Home Loan Bank Discount Notes:
5.211%^(a), 4/15/2024		164,927,000		162,454,469
5.272%^(a), 1/2/2024		69,153,000		69,153,000
5.293%^(a), 2/6/2024		96,425,000		95,921,662
5.303%^(a), 3/22/2024		40,000,000		39,529,300
5.394%^(a), 1/31/2024		1,600,000		1,592,907
Federal Home Loan Banks:
5.0%^(a), 9/18/2024		239,750,000		239,649,880
5.4%^(a), 1/14/2025		184,250,000		184,250,000
SOFR + 0.03%, 5.43%^(b), 1/12/2024		604,000,000		604,000,000
SOFR + 0.03%, 5.43%^(b), 1/16/2024		137,000,000		137,000,000
SOFR + 0.035%, 5.435%^(b), 2/12/2024		273,000,000		273,000,000
SOFR + 0.035%, 5.435%^(b), 2/13/2024		137,000,000		137,000,000
SOFR + 0.04%, 5.44%^(b), 2/20/2024		169,000,000		169,000,000
SOFR + 0.04%, 5.44%^(b), 2/26/2024		434,000,000		434,000,000
SOFR + 0.45%, 5.445%^(b), 2/2/2024		110,000,000		110,000,000
SOFR + 0.045%, 5.445%^(b), 2/2/2024		251,500,000		251,500,000
SOFR + 0.45%, 5.445%^(b), 2/5/2024		378,500,000		378,500,000
SOFR + 0.045%, 5.445%^(b), 2/28/2024		220,000,000		220,000,000
SOFR + 0.45%, 5.445%^(b), 3/15/2024		555,000,000		555,000,000
SOFR + 0.045%, 5.445%^(b), 4/4/2024		286,000,000		286,000,000
SOFR + 0.05%, 5.45%^(b), 3/20/2024		592,775,000		592,775,000
5.45%^(a), 6/18/2024		46,500,000		46,478,665
SOFR + 0.125%, 5.525%^(b), 2/24/2025		119,000,000		119,000,000
Federal National Mortgage Association, 5.52%, 7/16/2024		182,000,000		182,000,000
				5,681,126,474
U.S. Treasury Obligations 52.8%
U.S. Treasury Bills:
5.105%^(a), 8/8/2024		452,750,000		438,817,751
5.119%^(a), 10/31/2024		200,000,000		191,431,636
5.147%^(a), 10/31/2024		190,000,000		181,860,054
5.161%^(a), 6/13/2024		460,000,000		449,333,622
5.162%^(a), 10/31/2024		200,000,000		191,431,636
5.163%^(a), 10/31/2024		50,000,000		47,857,909
5.227%^(a), 4/30/2024		947,000,000		930,629,562
5.227%^(a), 6/6/2024		583,000,000		569,862,704
5.252%^(a), 6/6/2024		540,000,000		527,831,664
5.258%^(a), 1/2/2024		150,000,000		149,978,392
5.284%^(a), 5/23/2024		400,000,000		391,718,446
5.285%^(a), 5/23/2024		200,000,000		195,859,223
5.305%^(a), 1/11/2024		142,000,000		141,792,044
5.314%^(a), 4/2/2024		650,000,000		641,294,115
5.318%^(a), 3/21/2024		400,000,000		395,333,463
5.319%^(a), 4/16/2024		733,000,000		721,676,594
5.32%^(a), 3/21/2024		321,000,000		317,255,104
5.322%^(a), 1/18/2024		300,000,000		299,256,285
5.323%^(a), 1/18/2024		301,000,000		300,253,806
5.325%^(a), 1/23/2024		150,000,000		149,517,337
5.329%^(a), 3/19/2024		437,000,000		432,023,444
5.329%^(a), 3/26/2024		700,000,000		691,313,000
5.339%^(a), 1/23/2024		300,000,000		299,034,675
5.343%^(a), 1/23/2024		400,000,000		398,712,899
5.343%^(a), 2/22/2024		520,000,000		516,041,644
5.346%^(a), 2/13/2024		950,000,000		944,016,613
5.35%^(a), 1/30/2024		1,050,000,000		1,045,615,294
5.353%^(a), 2/8/2024		410,000,000		407,714,350
5.356%^(a), 1/9/2024		200,000,000		199,765,190
5.356%^(a), 1/11/2024		543,000,000		542,204,786
5.356%^(a), 2/8/2024		480,000,000		477,324,117
5.358%^(a), 1/9/2024		25,440,000		25,410,132
5.358%^(a), 3/12/2024		529,000,000		523,486,131
5.359%^(a), 1/4/2024		443,510,000		443,314,634
5.374%^(a), 3/21/2024		53,000,000		52,381,684
5.375%^(a), 4/25/2024		309,000,000		303,756,986
5.395%^(a), 4/25/2024		350,000,000		344,061,311
5.409%^(a), 2/27/2024		780,000,000		773,480,000
5.409%^(a), 3/5/2024		416,000,000		412,054,471
5.424%^(a), 2/6/2024		406,000,000		403,827,900
U.S. Treasury Floating Rate Notes:
3-month U.S. Treasury Bill Money Market Yield minus 0.075%, 5.256%^(b), 4/30/2024		318,000,000		317,879,620
3-month U.S. Treasury Bill Money Market Yield minus 0.015%, 5.316%^(b), 1/31/2024		1,045,000,000		1,045,019,774
3-month U.S. Treasury Bill Money Market Yield + 0.037%, 5.368%^(b), 7/31/2024		670,000,000		670,045,167
3-month U.S. Treasury Bill Money Market Yield + 0.125%, 5.456%^(b), 7/31/2025		605,500,000		605,115,274
3-month U.S. Treasury Bill Money Market Yield + 0.17%, 5.501%^(b), 10/31/2025		960,000,000		959,461,397
				20,066,051,840
Total Government & Agency Obligations (Cost $25,747,178,314)				25,747,178,314

The accompanying notes are an integral part of the financial statements.

as of December 31, 2023 :: Investment Portfolio :: Government Cash Management Portfolio :: 21

Repurchase Agreements 36.8%

	Principal Amount		Value
Barclays Bank PLC, 5.34%, dated 12/29/2023, to be repurchased at $687,407,620 on 1/2/2024^(c)	$	687,000,000	$	687,000,000
BNP Paribas:
5.34%, dated 12/29/2023, to be repurchased at $422,550,565 on 1/2/2024^(d)		422,300,000		422,300,000
5.35%, dated 12/29/2023, to be repurchased at $617,306,737 on 1/2/2024^(e)		616,940,000		616,940,000
Citigroup Global Markets, Inc., 5.33%, dated 12/29/2023, to be repurchased at $77,145,660 on 1/2/2024^(f)		77,100,000		77,100,000
Federal Reserve Bank of New York, 5.3%, dated 12/29/2023, to be repurchased at $5,703,356,667 on 1/2/2024^(g)		5,700,000,000		5,700,000,000
Fixed Income Clearing Corp.:
5.15%, dated 12/29/2023, to be repurchased at $200,114,444 on 1/2/2024^(h)		200,000,000		200,000,000
5.33%, dated 12/29/2023, to be repurchased at $1,751,036,389 on 1/2/2024⁽ⁱ⁾		1,750,000,000		1,750,000,000
Goldman Sachs & Co.:
3.0%, dated 12/29/2023, to be repurchased at $67,822,600 on 1/2/2024^(j)		67,800,000		67,800,000
5.34%, dated 12/29/2023, to be repurchased at $400,237,333 on 1/2/2024^(k)		400,000,000		400,000,000
5.35%, dated 12/28/2023, to be repurchased at $1,001,040,278 on 1/4/2024 ^(l)		1,000,000,000		1,000,000,000
HSBC Securities, Inc., 5.33%, dated 12/29/2023, to be repurchased at $300,177,667 on 1/2/2024^(m)		300,000,000		300,000,000
JPMorgan Securities, Inc.:
5.33%, dated 12/29/2023, to be repurchased at $128,776,219 on 1/2/2024⁽ⁿ⁾		128,700,000		128,700,000
5.34%, dated 12/29/2023, to be repurchased at $566,836,123 on 1/2/2024^(o)		566,500,000		566,500,000
Merrill Lynch & Co., Inc., 5.34%, dated 12/29/2023, to be repurchased at $350,207,667 on 1/2/2024^(p)		350,000,000		350,000,000
Royal Bank of Canada:
5.0%, dated 12/29/2023, to be repurchased at $400,222,222 on 1/2/2024^(q)		400,000,000		400,000,000
5.33%, dated 12/29/2023, to be repurchased at $222,481,681 on 1/2/2024^(r)		222,350,000		222,350,000
5.33%, dated 12/29/2023, to be repurchased at $556,829,572 on 1/2/2024^(s)		556,500,000		556,500,000
5.34%, dated 12/29/2023, to be repurchased at $335,228,784 on 1/2/2024^(t)		335,030,000		335,030,000
Wells Fargo Bank:
5.33%, dated 12/29/2023, to be repurchased at $85,240,451 on 1/2/2024^(u)		85,190,000		85,190,000
5.35%, dated 12/29/2023, to be repurchased at $96,322,224 on 1/2/2024^(v)		96,265,000		96,265,000
Total Repurchase Agreements (Cost $13,961,675,000)				13,961,675,000

	% of Net Assets			Value
Total Investment Portfolio (Cost $39,768,220,981)		104.7			39,768,220,981
Other Assets and Liabilities, Net		(4.7	)		(1,798,141,825	)
Net Assets		100.0		$	37,970,079,156

^(a)	Annualized yield at time of purchase; not a coupon rate.
^(b)	Floating rate security. These securities are shown at their current rate as of December 31, 2023.

^(c)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
390,972,700	U.S. Treasury Bonds	4.0	11/15/2052		390,811,684
328,201,400	U.S. Treasury Notes	2.625–2.75	5/31/2027–8/15/2032		309,928,359
Total Collateral Value					700,740,043

^(d)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
130,975,600	U.S. Treasury Bonds	1.25–3.125	11/15/2041–8/15/2050		84,951,864
135,311,700	U.S. Treasury Notes	0.5–4.875	8/15/2025–8/15/2032		134,050,193
185,439,500	U.S. Treasury Inflation-Indexed Notes	0.125–1.375	1/15/2025–7/15/2033		205,405,487
10,937,381	U.S. Treasury STRIPS	Zero Coupon	11/15/2031–11/15/2044		6,338,458
Total Collateral Value					430,746,002

The accompanying notes are an integral part of the financial statements.

22 :: Government Cash Management Portfolio :: Investment Portfolio :: as of December 31, 2023

^(e)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
248,731,300	U.S. Treasury Bills	Zero Coupon	1/23/2024–12/26/2024		246,163,635
386,362,100	U.S. Treasury Notes	0.75–4.5	12/31/2023–12/31/2024		383,115,234
Total Collateral Value					629,278,869

^(f)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
94,540,200	U.S. Treasury Bonds	2.25–3.0	8/15/2046–2/15/2048		78,640,129
2,000	U.S. Treasury Notes	0.25	5/15/2024		1,963
Total Collateral Value					78,642,092

^(g)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
9,984,600	U.S. Treasury Bonds	3.0	5/15/2045		8,335,387
6,682,577,500	U.S. Treasury Notes	0.875–2.375	5/15/2029–2/15/2031		5,695,021,298
Total Collateral Value					5,703,356,685

^(h)	Collateralized by:

Principal Amount ($)			Security		Rate (%)		Maturity Date		Collateral Value ($)
169,299,100			U.S. Treasury Inflation-Indexed Notes		0.5		4/15/2024			204,000,088

⁽ⁱ⁾	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
1,777,162,900	U.S. Treasury Bonds	1.375–3.375	8/15/2042–05/15/2051		1,370,909,635
163,065,600	U.S. Treasury Inflation-Indexed Bonds	0.75–1.0	2/15/2042–2/15/2049		173,008,074
200,000,000	U.S. Treasury Inflation-Indexed Notes	1.375	2/15/2044		241,082,324
Total Collateral Value					1,785,000,033

^(j)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
11,000	U.S. Treasury Bills	Zero Coupon	4/9/2024		10,838
1,000	U.S. Treasury Bonds	2.875	5/15/2052		807
69,288,000	U.S. Treasury Notes	0.125–3.625	2/15/2024–3/31/2028		69,131,641
28,134	U.S. Treasury STRIPS	Zero Coupon	8/15/2035–11/15/2043		12,714
Total Collateral Value					69,156,000

^(k)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
267,950,400	U.S. Treasury Bonds	3.0	5/15/2047		221,531,041
207,594,000	U.S. Treasury Notes	1.375–4.0	10/31/2028–2/28/2030		186,469,018
Total Collateral Value					408,000,059

The accompanying notes are an integral part of the financial statements.

as of December 31, 2023 :: Investment Portfolio :: Government Cash Management Portfolio :: 23

^(l)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
293,828,389	Federal Home Loan Mortgage Corp.	2.5–7.5	3/1/2031–1/1/2054		293,902,763
371,409,797	Federal National Mortgage Association	2.0–6.0	4/1/2031–10/1/2053		364,796,129
68,879,491	Government National Mortgage Association	2.5–7.0	4/20/2031–2/15/2058		65,775,469
298,242,200	U.S. Treasury Notes	0.375–3.25	4/15/2024–6/30/2029		295,525,639
Total Collateral Value					1,020,000,000

^(m)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
109,610,100	U.S. Treasury Notes	0.125–2.75	1/15/2024–8/15/2029		106,340,203
362,577,229	U.S. Treasury STRIPS	Zero Coupon	8/15/2026–8/15/2053		199,659,798
Total Collateral Value					306,000,001

⁽ⁿ⁾	Collateralized by:

Principal Amount ($)			Security		Rate (%)		Maturity Date		Collateral Value ($)
126,284,300			U.S. Treasury Inflation-Indexed Notes		2.375		10/15/2028			131,274,066

^(o)	Collateralized by:

Principal Amount ($)			Security		Rate (%)		Maturity Date		Collateral Value ($)
596,111,642			Federal National Mortgage Association		2.0–7.0		4/1/2031–9/1/2061			577,830,001

^(p)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
18,433,808	Federal Home Loan Mortgage Corp.	5.006	7/1/2053		18,358,000
13,456,895	Federal National Mortgage Association	3.5–9.0	5/1/2024–8/1/2048		12,372,174
331,569,339	Government National Mortgage Association	2.5–6.5	12/15/2024–12/20/2053		326,269,837
Total Collateral Value					357,000,011

^(q)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
123,611,600	U.S. Treasury Notes	1.625–3.875	8/15/2029–9/30/2029		123,965,432
289,253,500	U.S. Treasury Bills	Zero Coupon	1/2/2024–6/13/2024		284,261,265
Total Collateral Value					408,226,697

^(r)	Collateralized by:

Principal Amount ($)			Security		Rate (%)		Maturity Date		Collateral Value ($)
239,171,500			U.S. Treasury Notes		2.625		7/31/2029			226,797,020

The accompanying notes are an integral part of the financial statements.

24 :: Government Cash Management Portfolio :: Investment Portfolio :: as of December 31, 2023

^(s)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
12,943,600	U.S. Treasury Bonds	2.5–4.0	8/15/2041–8/15/2048		11,927,530
422,141,500	U.S. Treasury Notes	1.125–4.625	6/15/2025–8/15/2029		405,163,842
54,604,700	U.S. Treasury Inflation-Indexed Bonds	0.625–2.5	1/15/2029–2/15/2053		52,125,833
29,999,300	U.S. Treasury Inflation-Indexed Notes	0.125	4/15/2026		33,494,819
188,841,400	U.S. Treasury STRIPS	Zero Coupon	2/15/2044–8/15/2050		65,254,175
Total Collateral Value					567,966,199

^(t)	Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
67,968	Federal Home Loan Mortgage Corp.	2.5–6.0	5/1/2040–11/1/2053		63,303
41,589,444	Federal National Mortgage Association	2.0–7.5	12/1/2040–12/1/2053		38,138,896
126,257,347	Government National Mortgage Association	2.0–6.5	5/20/2042–10/20/2053		117,255,611
176,857,300	U.S. Treasury Bonds	1.375–3.375	11/15/2040–11/15/2047		141,196,866
3,960,900	U.S. Treasury Inflation-Indexed Notes	0.125–1.625	10/15/2027–7/15/2030		4,623,520
112,526,800	U.S. Treasury STRIPS	Zero Coupon	8/15/2045–8/15/2050		40,655,225
Total Collateral Value					341,933,421

^(u)	Collateralized by:

Principal Amount ($)			Security		Rate (%)		Maturity Date		Collateral Value ($)
83,468,424			U.S. Treasury Inflation-Indexed Notes		0.125–1.375		10/15/2025–7/15/2033			86,893,827

^(v)	Collateralized by:

Principal Amount ($)			Security		Rate (%)		Maturity Date		Collateral Value ($)
94,659,049			Federal Home Loan Mortgage Corp.		6.0–7.0		10/1/2053–12/1/2053			98,190,300

FEDL01:	U.S. Federal Funds Effective Rate

SOFR:	Secured Overnight Financing Rate
STRIPS:	Separate Trading of Registered Interest and Principal Securities

Fair Value Measurements

Various inputs are used in determining the value of the Portfolio's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Portfolio's own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Securities held by the Portfolio are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine value are not quoted prices in an active market.

The following is a summary of the inputs used as of December 31, 2023 in valuing the Portfolio's investments. For information on the Portfolio's policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

Assets	Level 1		Level 2		Level 3		Total
Investments in Securities^(a)	$	—	$	25,806,545,981	$	—	$	25,806,545,981
Repurchase Agreements	$	—	$	13,961,675,000	$	—	$	13,961,675,000
Total	$	—	$	39,768,220,981	$	—	$	39,768,220,981

^(a)	See Investment Portfolio for additional detailed categorizations.

The accompanying notes are an integral part of the financial statements.

Financial Statements :: Government Cash Management Portfolio :: 25

Statement of Assets and Liabilities
as of December 31, 2023

ASSETS:
Investments in non-affiliated securities, valued at amortized cost	$	25,806,545,981
Repurchase agreements, valued at amortized cost		13,961,675,000
Cash		34,741
Interest receivable		80,227,411
Other assets		771,662
TOTAL ASSETS		39,849,254,795
LIABILITIES:
Payable for investments purchased		1,875,479,663
Accrued investment advisory fee		2,160,994
Accrued Trustees' fees		316,214
Other accrued expenses and payables		1,218,768
TOTAL LIABILITIES		1,879,175,639
NET ASSETS, AT VALUE	$	37,970,079,156

Statement of Operations
For the Year Ended December 31, 2023

INVESTMENT INCOME:
Income:
Interest	$	1,647,670,789
EXPENSES:
Management fee		30,640,663
Administration fee		9,726,055
Custodian fee		100,201
Professional fees		516,557
Reports to shareholders		35,753
Trustees' fees and expenses		1,180,855
Other		1,046,876
Total expenses before expense reductions		43,246,960
Expense reductions		(15,133,377	)
TOTAL EXPENSES AFTER EXPENSE REDUCTIONS		28,113,583
NET INVESTMENT INCOME		1,619,557,206
Net realized gain (loss) from investments		898,237
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	1,620,455,443

The accompanying notes are an integral part of the financial statements.

26 :: Government Cash Management Portfolio :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2023			Year Ended December 31, 2022
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	1,619,557,206		$	512,471,247
Net realized gain (loss)		898,237			(15,759,146	)
Net increase (decrease) in net assets resulting from operations		1,620,455,443			496,712,101
CAPITAL TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST:
Proceeds from capital invested		127,807,464,846			118,068,249,636
Value of capital withdrawn		(123,671,980,625	)		(119,999,687,552	)
Net increase (decrease) in net assets from capital transactions in shares of beneficial interest		4,135,484,221			(1,931,437,916	)
INCREASE (DECREASE) IN NET ASSETS		5,755,939,664			(1,434,725,815	)
Net assets at beginning of period		32,214,139,492			33,648,865,307
Net assets at end of period	$	37,970,079,156		$	32,214,139,492

The accompanying notes are an integral part of the financial statements.

Financial Highlights :: Government Cash Management Portfolio :: 27

	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions)		37,970			32,214			33,649			26,122			18,891
Ratio of expenses before expense reductions (%)		.13			.14			.13			.13			.14
Ratio of expenses after expense reductions (%)		.09			.06			.03			.07			.07
Ratio of net investment income (%)		5.00			1.67			.03			.36			2.13
Total Return (%)^(a)		5.08	^(b)		1.62	^(b)		.03	^(b)		.41	^(c)		2.17	^(c)

^(a)	Total return would have been lower had certain expenses not been reduced.
^(b)	Total return for the Portfolio was derived from the performance of DWS Government Money Market Series.
^(c)	Total return for the Portfolio was derived from the performance of DWS Government Cash Reserves Fund Institutional.

The accompanying notes are an integral part of the financial statements.

28 :: Government Cash Management Portfolio :: Notes to Financial Statements :: December 31, 2023

A. Organization and Significant Accounting Policies

Government Cash Management Portfolio (the “Portfolio”) is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company organized as a New York trust.

The Portfolio is a master fund; A master/feeder fund structure is one in which a fund (a "feeder fund"), instead of investing directly in a portfolio of securities, invests most or all of its investment assets in a separate registered investment company (the "master fund") with substantially the same investment objective and policies as the feeder fund. Such a structure permits the pooling of assets of two or more feeder funds, preserving separate identities or distribution channels at the feeder fund level. The Portfolio may have several feeder funds, including affiliated DWS feeder funds and unaffiliated feeder funds, with a significant ownership percentage of the Portfolio's net assets. Investment activities of these feeder funds could have a material impact on the Portfolio. As of December 31, 2023, DWS Government Money Market Series owned approximately 99.6% of the Portfolio.

The Portfolio's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") which require the use of management estimates. Actual results could differ from those estimates. The Portfolio qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Portfolio in the preparation of its financial statements.

Security Valuation

The Portfolio values all securities utilizing the amortized cost method permitted in accordance with Rule 2a-7 under the 1940 Act and certain conditions therein. Under this method, which does not take into account unrealized capital gains or losses on securities, an instrument is initially valued at its cost and thereafter assumes a constant accretion/amortization rate to maturity of any discount or premium. Securities held by the Portfolio are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine value are not quoted prices in an active market.

Repurchase Agreements

The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement, with certain banks and broker/dealers whereby the Portfolio, through its custodian or a sub-custodian bank, receives delivery of the underlying securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the value is equal to at least the principal amount of the repurchase price plus accrued interest. The custodian bank or another designated sub-custodian bank holds the collateral in a separate account until the agreement matures. If the value of the securities falls below the principal amount of the repurchase agreement plus accrued interest, the financial institution deposits additional collateral by the following business day. If the financial institution either fails to deposit the required additional collateral or fails to repurchase the securities as agreed, the Portfolio has the right to sell the securities and recover any resulting loss from the financial institution. If the financial institution enters into bankruptcy, the Portfolio's claims on the collateral may be subject to legal proceedings.

As of December 31, 2023, the Portfolio held repurchase agreements with a gross value of $13,961,675,000. The value of the related collateral exceeded the value of the repurchase agreements at period end. The detail of the related collateral is included in the footnotes following the Portfolio's Investment Portfolio.

Federal Income Taxes

The Portfolio is considered a Partnership under the Internal Revenue Code of 1986, as amended. Therefore, no federal income tax provision is necessary.

It is intended that the Portfolio's assets, income and distributions will be managed in such a way that an investor in the Portfolio will be able to satisfy the requirements of Subchapter M of the Code, assuming that the investor invested all of its assets in the Portfolio.

At December 31, 2023, Government Cash Management Portfolio had an aggregate cost of investments for federal income tax purposes of $39,768,220,981.

The Portfolio has reviewed the tax positions for the open tax years as of December 31, 2023 and has determined that no provision for income tax and/or uncertain tax positions is required in the Portfolio's financial statements. The Portfolio's federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Contingencies

In the normal course of business, the Portfolio may enter into contracts with service providers that contain general indemnification clauses. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future

December 31, 2023 :: Notes to Financial Statements :: Government Cash Management Portfolio :: 29

claims that may be made against the Portfolio that have not yet been made. However, based on experience, the Portfolio expects the risk of loss to be remote.

Other

Investment transactions are accounted for on trade date. Interest income is recorded on the accrual basis. Realized gains and losses from investment transactions are recorded on an identified cost basis. All premiums and discounts are amortized/accreted for both tax and financial reporting purposes.

The Portfolio makes an allocation of its net investment income and realized gains and losses from securities transactions to its investors in proportion to their investment in the Portfolio.

B. Fees and Transactions with Affiliates

Management Agreement

Under the Investment Management Agreement with DWS Investment Management Americas, Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA ("DWS Group"), the Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Portfolio.

Under the Investment Management Agreement with the Advisor, the Portfolio pays a monthly management fee based on its average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

First $3.0 billion of the Portfolio's average daily net assets	.1200	%
Next $4.5 billion of such net assets	.1025	%
Over $7.5 billion of such net assets	.0900	%

Accordingly, for the year ended December 31, 2023, the fee pursuant to the Investment Management Agreement was equivalent to an annual rate (exclusive of any applicable waivers/reimbursements) of 0.095% of the Portfolio's average daily net assets.

The Advisor agreed to voluntarily waive additional expenses. This voluntary waiver may be changed or terminated at any time without notice. Under these arrangements, the Advisor waived certain expenses of the Portfolio.

For the year ended December 31, 2023, fees waived and/or expenses reimbursed are $15,133,377.

Administration Fee

Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Portfolio. For all services provided under the Administrative Services Agreement, the Portfolio paid the Advisor an annual fee ("Administration Fee") of 0.03% of the Portfolio's average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2023, the Administration Fee was $9,726,055, of which $1,033,924 is unpaid.

Other Service Fees

Under an agreement with the Portfolio, DIMA is compensated for providing regulatory filing services to the Portfolio. For the year ended December 31, 2023, the amount charged to the Portfolio by DIMA included in the Statement of Operations under "Reports to shareholders" aggregated $900, of which $240 is unpaid.

Trustees' Fees and Expenses

The Portfolio paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and to each committee Chairperson.

C. Line of Credit

The Portfolio and other affiliated funds (the "Participants") share in a $375 million revolving credit facility provided by a syndication of banks. The Portfolio may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee, which is allocated based on net assets, among each of the Participants. Interest is calculated at a daily fluctuating rate per annum equal to the sum of 0.10% plus the higher of the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus 1.25%. The Portfolio may borrow up to a maximum of 33 percent of its net assets under the agreement. The Portfolio had no outstanding loans at December 31, 2023.

D. Money Market Fund Investments and Yield

Rising interest rates could cause the value of the Portfolio's investments — and therefore its share price as well — to decline. A rising interest rate environment may cause investors to move out of fixed-income securities and related markets on a large scale, which could adversely affect the price and liquidity of such securities and could also result in increased redemptions from the Portfolio. Increased redemptions from the Portfolio may force the Portfolio to sell investments at a time when it is not advantageous to do so, which could result in losses. Recently, the U.S. Federal Reserve has raised interest rates in response to increased inflation. As a result, fixed-income and related markets may experience heightened levels of interest rate volatility and liquidity risk. A sharp rise in interest rates could cause the value of the Portfolio's investments to decline and impair the Portfolio's ability to maintain a stable $1.00 share price. Conversely, any decline in interest rates is likely to cause the Portfolio's yield to decline, and during periods of unusually low or negative interest rates, the Portfolio's yield may approach or fall below zero. A low or negative interest rate environment may prevent the Portfolio from providing a positive yield or paying fund expenses out of current income and, at times, could impair the Portfolio's ability to maintain a stable $1.00 share price. Over time, the total return of a money market fund may not keep pace with inflation, which could result in a net loss of purchasing power for long-term investors. Interest rates can change in response to the supply and

30 :: Government Cash Management Portfolio :: Notes to Financial Statements :: December 31, 2023

demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. Recent and potential future changes in monetary policy made by central banks or governments are likely to affect the level of interest rates. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and potential illiquidity and may detract from Portfolio performance to the extent the Portfolio is exposed to such interest rates and/or volatility. Money market funds try to minimize interest rate risk by purchasing short-term securities. If there is an insufficient supply of U.S. government securities to meet investor demand, it could result in lower yields on such securities and increase interest rate risk for the Portfolio.

Report of Independent Registered Public Accounting Firm :: Government Cash Management Portfolio :: 31

To the Board of Trustees and Holders of Beneficial Interest in Government Cash Management Portfolio:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Government Cash Management Portfolio (the "Portfolio"), including the investment portfolio, as of December 31, 2023, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Portfolio at December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Portfolio's management. Our responsibility is to express an opinion on the Portfolio's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Portfolio is not required to have, nor were we engaged to perform, an audit of the Portfolio's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023, by correspondence with the custodian, brokers, and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts
February 22, 2024

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P.O. Box 182800

Columbus, OH 43218-2800

ProFunds^®

Post Office Mailing Address for Investments

P.O. Box 182800
Columbus, OH 43218-2800

Phone Numbers

For Individual Investors Only: 888-776-3637 or 614-470-8122
Institutions and Financial Professionals Only: 888-776-5717 Or: 240-497-6552
Fax Number: (800) 782-4797
Website Address: ProFunds.com

This report is submitted for the general information of the shareholders of the ProFunds. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. To receive the most recent month end performance information for each Fund, please call toll-free 888-776-5717.

A description of the policies and procedures that the ProFunds uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling toll-free 888-776-3637; and on the Securities and Exchange Commission's website at sec.gov. Information regarding how the ProFund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available. (i) without change by calling toll-free 888-776-3637; (ii) on the ProFunds' website at ProFunds.com; and (iii) on the Commission's website at sec.gov.

The ProFund discloses on the Adviser's website that it invests substantially all of its assets in the Portfolio and includes a link to the latest available listing of holdings in the Portfolio. In addition, the ProFund will file with the SEC on Form N-MFP, within five business days after the end of each month, more detailed portfolio holdings information. The ProFund's Form N-MFP filings will be available on the SEC's website, and the Adviser's website will contain a link to such filings.

PRO1223

Annual Report

DECEMBER 31, 2023

ProFunds VP

Access VP High Yield

Asia 30

Banks

Bear

Biotechnology

Bull

Communication Services

Consumer Discretionary

Consumer Staples

Dow 30

Emerging Markets

Energy

Europe 30

Falling U.S. Dollar

Financials

Government Money Market

Health Care

Industrials

International

Internet

Japan

Large-Cap Growth

Large-Cap Value

Materials

Mid-Cap

Mid-Cap Growth

Mid-Cap Value

Nasdaq-100

Pharmaceuticals

Precious Metals

Real Estate

Rising Rates Opportunity

Semiconductor

Short Dow 30

Short Emerging Markets

Short International

Short Mid-Cap

Short Nasdaq-100

Short Small-Cap

Small-Cap

Small-Cap Growth

Small-Cap Value

Technology

UltraBull

UltraMid-Cap

UltraNasdaq-100

UltraShort Dow 30

UltraShort Nasdaq-100

UltraSmall-Cap

U.S. Government Plus

Utilities

Table of Contents

1		Message from the Chairman
3		Management Discussion of Fund Performance
59		Expense Examples
63		Schedules of Portfolio Investments
64		ProFund Access VP High Yield
65		ProFund VP Asia 30
66		ProFund VP Banks
68		ProFund VP Bear
69		ProFund VP Biotechnology
71		ProFund VP Bull
79		ProFund VP Communication Services
80		ProFund VP Consumer Discretionary
82		ProFund VP Consumer Staples
84		ProFund VP Dow 30
85		ProFund VP Emerging Markets
87		ProFund VP Energy
88		ProFund VP Europe 30
89		ProFund VP Falling U.S. Dollar
90		ProFund VP Financials
92		ProFund VP Government Money Market
93		ProFund VP Health Care
95		ProFund VP Industrials
97		ProFund VP International
98		ProFund VP Internet
100		ProFund VP Japan
101		ProFund VP Large-Cap Growth
105		ProFund VP Large-Cap Value
112		ProFund VP Materials
113		ProFund VP Mid-Cap
114		ProFund VP Mid-Cap Growth
118		ProFund VP Mid-Cap Value
123		ProFund VP Nasdaq-100
126		ProFund VP Pharmaceuticals
128		ProFund VP Precious Metals
129		ProFund VP Real Estate
130		ProFund VP Rising Rates Opportunity
131		ProFund VP Semiconductor
133		ProFund VP Short Dow 30
134		ProFund VP Short Emerging Markets
135		ProFund VP Short International
136		ProFund VP Short Mid-Cap
137		ProFund VP Short Nasdaq-100
138		ProFund VP Short Small-Cap
139		ProFund VP Small-Cap
165		ProFund VP Small-Cap Growth
171		ProFund VP Small-Cap Value
178		ProFund VP Technology
180		ProFund VP UltraBull
188		ProFund VP UltraMid-Cap
195		ProFund VP UltraNasdaq-100
198		ProFund VP UltraShort Dow 30
199		ProFund VP UltraShort Nasdaq-100
200		ProFund VP UltraSmall-Cap
226		ProFund VP U.S. Government Plus
227		ProFund VP Utilities
229		Statements of Assets and Liabilities
241		Statements of Operations
253		Statements of Changes in Net Assets
275		Financial Highlights
303		Notes to Financial Statements
335		Report of Independent Registered Public Accounting Firm
336		Additional Tax Information
337		Board Approval of Investment Advisory Agreement
340		Trustees and Executive Officers

This Page Intentionally Left Blank

Message from the Chairman

Dear Shareholder:

Economic and market sentiments were generally more positive during the reporting period, though concern about inflation, the potential for recession, and other market forces continued to linger. ProFunds is committed to helping you, our investors, meet this challenging environment by providing an innovative array of products and services designed to help you meet your objectives under a range of conditions. Following is the ProFunds VP Annual Report to Shareholders for the 12 months ending December 31, 2023.

Interest Rates Rise and Stay High Despite Moderating Inflation

Combating elevated inflation and avoiding a recession dominated economic policymaking in 2023. The year began with the central bankers of the Federal Reserve on a campaign to bring down elevated inflation by raising short-term interest rates, which were increased to a target range of between 5.25% and 5.5% at the Fed's July meeting. Rates have remained unchanged since then, and Chairman Powell has communicated that the Fed will "let the data reveal the appropriate path" before it decides whether to begin lowering rates. Inflation moderated throughout the year (though not in a straight line), with the Consumer Price Index declining to just over 3% by the fall.

The picture was similar outside the United States. The European Central Bank (ECB) and Bank of England raised interest rates through the summer but have since left them on hold. ECB President Christine Lagarde has commented that rates will stay high for "as long as necessary" to beat back inflation. The Bank of Japan, which continued to hold its short-term rate at -0.1%, remains the lone exception in the developed world.

A Tale of Two Markets: Volatility, Then Recovery

In terms of market performance, 2023 can be roughly divided into two segments. For the first nine months of the year, most U.S. asset classes and financial markets experienced volatility, as investors tried to navigate elevated rates, high bond yields, uncertainty regarding the forward path of inflation, and a resilient U.S. labor market. Through the end of the year, however, many markets rallied, netting positive returns for the full period. In the United States, gains were particularly strong among larger companies and technology firms. The Dow Jones Industrial Average^® gained 16.2%, the S&P 500^® rose 26.3%, and the tech-heavy Nasdaq-100 Index^® gained 55.1%. Mid- and small-cap firms saw smaller but still substantial gains of their own, with the S&P MidCap 400^® increasing by 16.4% and the small-cap Russell 2000 Index^® rising 16.9%. Across the major sectors, technology and communication services were the best performers by far, posting gains of 56.1% and 53.0%, respectively, with consumer discretionary turning in strong results as well (up 39.8%). Of the sectors that fell, the weakest performer was utilities, declining 7.1%.

Most international equity markets also posted positive results for the period, though not as strong as U.S. domestic

markets. The MSCI EAFE Index^®, which tracks developed markets outside North America, rose 18.2%, while the MSCI Europe Index^® gained 19.9%. The strongest non-U.S. performer in the developed world was Japan, with the Nikkei ending the period up 21.3%. The S&P Emerging 50 ADR Index (USD) gained 17.2%, with Latin America in particular posting strong results: The S&P Latin America 35 ADR Index (USD) gained 31.6%. The main outlier amid this global rally was China. The S&P China Select ADR Index (USD) rose just 3.1% on the year.

Bond markets generated positive returns, as moderating inflation and the pause in the Fed's interest rate hikes eased some of the pressures on bonds. The Bloomberg U.S. Aggregate Total Return Index^® gained 5.5%. Returns were marginally higher on the short end of the curve: The S&P U.S. Treasury Bond Current 5-Year Total Return Index^® rose 4.1%, while its 30-year counterpart gained just 2.4%. The iBoxx $ Liquid High Yield Index^®rose 12.9%, and the iBoxx $ Liquid Investment Grade Index^® gained 9.5%.

U.S. Economy Shows Continued Resilience

Despite concerns about the economic impact of Fed rate hikes, a feared recession never materialized during the period, and the potential for a much-hoped-for "soft landing" grew as the year progressed. While U.S. real GDP growth slowed slightly in the second quarter of 2023, third-quarter growth came in strong at 4.9%. The U.S. unemployment rate ticked up slightly through the fall, but remains low at 3.7%. The Bloomberg Dollar Spot Index declined just slightly, falling 2.7%.

ProFunds VP Trust Results Mirror Markets

ProFunds VP index-based mutual funds offer many advantages, such as diverse market exposures, a transparent investment process, efficient fund management, and high daily correlation to their indexes. Reflecting the pressures in the market over the past 12 months, ProFunds VP investors saw the most significant potential opportunities for gain in domestic equity strategies, particularly those focused on large-cap companies and the technology sector.

No matter what direction the market takes going forward, ProFunds VP mutual funds offer an extensive lineup of strategies designed to meet investor goals, help manage risk, and potentially enhance returns. We appreciate the trust and confidence you have placed in ProFunds, and we look forward to continuing to serve your investment needs.

Sincerely,

Michael L. Sapir

Chairman of the Board of Trustees

Management Discussion of Fund Performance

4 :: Management Discussion of Fund Performance

Investment Strategies and Techniques:

Each ProFund VP (each, a "Fund" and, collectively, the "Funds") is a series of ProFunds (the "Trust"). Each Fund (except the Classic ProFunds VP¹, the Sector ProFunds VP¹, ProFund VP Falling U.S. Dollar and ProFund VP Government Money Market) is a "geared" fund (the "Geared Funds") in the sense that each is designed to seek daily investment results, before fees and expenses, that correspond to the inverse (-1x), a multiple (i.e., 1.25x or 2x), or an inverse multiple (i.e., -1.25x or -2x) of the daily performance of a benchmark for a single day, not for any other period.

Each of the Classic ProFunds VP, the Sector ProFunds VP and ProFund VP Falling U.S. Dollar seek investments results, before fees and expenses, that correspond to the performance of a benchmark. ProFund VP Government Money Market seeks a high level of current income consistent with liquidity and preservation of capital.

Each Geared Fund seeks investment results for a single day only, as measured from the time the Geared Fund calculates its net asset value ("NAV") to the time of the Geared Fund's next NAV calculation, and not for longer periods. The return for a period longer than a single day will be the result of each day's returns compounded over the period, which will very likely differ from the stated leveraged, inverse, or inverse leveraged multiple times the return of the benchmark for that period. During periods of higher market volatility, the volatility of a Geared Fund's benchmark may affect the return as much as or more than the return of the benchmark.

ProFund Advisors LLC (the "Advisor"), uses a passive approach in seeking to achieve the investment objective of each Fund. Using this approach, the Advisor determines the type, quantity and mix of investment positions that a Fund should hold to approximate the daily performance of its benchmark.

The Advisor does not invest the assets of the Funds in securities or financial instruments based on its view of the investment merit of a particular security, instrument, or company nor does it conduct conventional research or analysis, forecast market movements, trends or market conditions, or take defensive positions in managing Fund assets.

The Funds, other than certain Classic ProFunds VP and certain Sector ProFunds VP, make significant use of investment techniques that may be considered aggressive, including the use of swap agreements, futures contracts, forward contracts, and similar instruments ("derivatives"). These investment techniques may be considered aggressive and Funds using these techniques are exposed to risks different from, or possibly greater than, the risks associated with investing directly in securities, including one or more of the following: counterparty risk (i.e., the risk that a counterparty is unable or unwilling to make timely payments) on the amount the Fund expects to receive from a derivatives counterparty, liquidity risk (i.e., the ability of a Fund to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Advisor) and increased correlation risk (i.e., the Fund's ability to achieve a high degree of correlation with its benchmark). If a counterparty becomes bankrupt, or otherwise fails to perform its obligations, the value of an investment in the Fund may decline. With respect to swaps and forward contracts, the Funds have sought to mitigate these risks by generally requiring derivatives counterparties to post collateral for the benefit of each Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owes the Fund, subject to certain minimum thresholds. The Funds typically only enter into derivatives with counterparties that are major, global financial institutions. Any costs associated with using derivatives may also have the effect of lowering the Fund's return.

Factors that Materially Affected the Performance of Each Fund during the Fiscal Year Ended December 31, 2023²:

Primary factors affecting Fund performance, before fees and expenses, include the following: the total return of the securities and derivatives held by the Funds, including the performance of the reference assets to which any derivatives are linked, financing rates paid or earned by the Fund (including those included in the total return of derivatives contracts); the types of derivative contracts used by the Funds and their correlation to the relevant benchmark or asset; fees, expenses, and transaction costs; other miscellaneous factors; and in the case of the Geared Funds, the volatility of the Fund's benchmark (and its impact on compounding).

•

Benchmark Performance: The performance of each Fund's benchmark and, in turn, the factors and market conditions affecting that benchmark are generally the principal factors driving Fund performance.³

•

Compounding of Daily Returns and Volatility: Each Geared Fund seeks to provide a multiple (i.e., 1.25x or 2x), the inverse (i.e.,-1x) or an inverse multiple (i.e., -1.25x or -2x) of its benchmark return for a single day only. For longer periods, performance may be greater than or less than the one-day multiple times the benchmark return. This is due to the effects of compounding, which exists in all investments, but has a more significant impact on Geared Funds. In general, during periods of higher benchmark volatility, compounding will cause Fund Performance for periods longer than a single day to be more or less than the multiple of the return of the benchmark. This effect becomes more pronounced as volatility increases. Conversely, in periods of lower benchmark volatility (particularly when combined with large higher benchmark returns), Fund returns over longer periods can be higher than the multiple of the return of the benchmark. Actual results for a particular period, before fees and expenses, are also dependent on the following factors: a) period of time; b) financing rates associated with the use of derivatives;

¹	ProFunds VP included as Classic ProFunds VP and Sector ProFunds VP are listed in Note 1 of the Notes to Financial Statements.
²	Past performance is not a guarantee of future results.
³	Unlike the Funds, indexes that may serve as benchmarks for the Funds do not actually hold a portfolio of securities and/or financial instruments. Indexes do not incur fees, expenses and transaction costs. Fees, expenses and transaction costs incurred by the Funds negatively impact the performance of the Funds relative to their benchmark. Performance for each Fund will generally differ from the performance of the Fund's benchmark index.

Management Discussion of Fund Performance :: 5

c) other Fund expenses; d) interest and dividends paid with respect to the securities in the benchmark; e) the benchmark's volatility; and f) the benchmark's performance. Longer holding periods, higher benchmark volatility, inverse exposure and/or greater leverage each exacerbates the impact of compounding on a Fund's performance. During periods of higher benchmark volatility, the volatility of a benchmark may affect a Fund's return as much as or more than the return of its benchmark.

Daily volatility for the U.S. equity markets increased from a year ago. The annual volatility for the S&P 500 for the year ended December 31, 2023, was 13.09%, which was lower than the prior year's volatility of 24.19%. The volatility of each Geared Fund benchmark is shown below.

Index	1 yr Vol.
S&P Banks Select Industry Index		35.92	%
Dow Jones U.S. Semiconductors^SM Index		30.37	%
S&P Biotechnology Select Industry Index		28.83	%
Dow Jones Precious Metals^SM Index		28.68	%
ProFunds Asia 30 Index^®		26.86	%
Dow Jones Internet Composite^SM Index		23.46	%
S&P Energy Select Sector Index		22.90	%
S&P Real Estate Select Sector Index		20.10	%
Russell 2000^® Index		20.02	%
S&P Consumer Discretionary Select Sector Index		19.95	%
S&P Emerging 50 ADR Index (USD)		19.80	%
S&P Communication Services Select Sector Index		19.47	%
S&P MidCap 400^® Value Index		19.16	%
Technology Select Sector Total Return Index		18.65	%
NASDAQ-100^® Index		18.07	%
S&P Utilities Select Sector Index		17.82	%
S&P U.S. Treasury Bond Current 30-Year Total Return Index		17.77	%
S&P Pharmaceuticals Select Industry Index		17.73	%
S&P MidCap 400^®		17.47	%
S&P Materials Select Sector Index		16.78	%
S&P Financial Select Sector Index		16.29	%
S&P MidCap 400^® Growth Index		16.15	%
Nikkei 225 Stock Average		15.99	%
S&P Industrial Select Sector Index		14.74	%
ProFunds Europe 30 Index^®		13.51	%
S&P SmallCap 600^® Growth Index		13.47	%
S&P 500^® Growth Index		13.47	%
S&P SmallCap 600^® Value Index		13.47	%
S&P 500^® Value Index		13.47	%
S&P 500^®		13.09	%
MSCI EAFE Index		12.50	%
S&P Health Care Select Sector Index		11.55	%
Dow Jones Industrial Average^®		11.39	%
S&P Consumer Staples Select Sector Index		11.30	%
U.S. Dollar Index		6.78	%

•

Financing Rates Associated with Swap Agreements and Forward Contracts: The performance of Funds that use derivatives was impacted by the related financing costs. Financial instruments such as futures contracts carry implied financing costs. Forward and swap financing rates are negotiated between the Funds and their counterparties, and are set at the Fed Funds rate ("FEDL01") plus or minus a negotiated spread. The Fed Funds rate appreciated from 4.50% to 5.50% during the fiscal year. Each Fund with long exposure via derivatives was generally negatively affected by financing rates. Conversely, most Funds with short/inverse derivative exposure generally benefited from financing rates.

•

Stock Dividends and Bond Yields: The performance of Funds that provide long or leveraged exposure was positively impacted by capturing the dividend or income yield of the underlying assets to which they have exposure. The performance of Funds that provide an inverse or leveraged inverse exposure was negatively impacted by virtue of effectively having to pay out the dividend or income yield (or a multiple thereof, as applicable) associated with the assets to which they have short exposure.

•

Fees, Expenses and Transaction Costs: Fees and expenses are listed in the financial statements of each Fund, and may generally be higher and thus have a more negative impact on performance than the fees and expenses of many traditional index-based funds. For Geared Funds, daily repositioning of each Fund's portfolio to maintain exposure consistent with its investment objective, high levels of shareholder purchase and redemption activity, and use of leverage may lead to commensurate increases in portfolio transactions and transaction costs which negatively impact the daily NAV of each Fund. Transaction costs are not reflected in the Funds' expense ratio. Transaction costs are generally higher for Geared Funds, Funds whose benchmarks are more volatile than other

6 :: Management Discussion of Fund Performance

funds' benchmarks, and Funds that hold or have exposure to assets that are comparatively less liquid than those held by other funds.

•

Miscellaneous Factors: Each Fund holds a mix of securities and/or derivatives that is designed to provide returns that correspond to the performance of its investment objective. Certain Funds may obtain exposure to only a representative sample of the securities of their benchmark and may not have investment exposure to all securities of the benchmark or may have weightings that are different from that of its benchmark. Certain Funds may also obtain exposure to securities not contained in the relevant benchmark or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the benchmark.

In addition, certain Funds invested in swap agreements based on exchange-traded funds ("ETFs") that are designed to track the performance of the Fund's benchmark. Because the closing price of an ETF may not perfectly track the performance of its benchmark, there are deviations between the return of a swap whose reference asset is an ETF and the return of a swap based directly on the Fund's benchmark. Thus, the performance of a Fund investing significantly in swap agreements based on an ETF had less correlation with its benchmark than a Fund investing in swap agreements based directly on the Fund's benchmark.

Management Discussion of Fund Performance :: ProFund Access VP High Yield :: 7

The ProFund Access VP High Yield (the "Fund") seeks to provide investment results that correspond generally to the total return of the high yield market, consistent with maintaining reasonable liquidity. However, the Fund does not seek to match the daily returns of a specific benchmark. For the year ended December 31, 2023, the Fund had a total return of 10.43%. For the same period, the Markit iBoxx $ Liquid High Yield Index, a widely used measure of high yield market performance, had a total return of 12.89%¹. The total return for the 5-year U.S. Treasury Note was 4.07%².

The Fund is designed to maintain exposure to the high yield market, regardless of market conditions. This means the Fund does not adopt defensive positions in anticipation of an adverse market climate. The Fund seeks to achieve its high yield exposure primarily through credit default swaps (CDS) and 5-year treasury exposure but may also invest in high yield debt instruments (commonly referred to as junk bonds), other debt, money market instruments, total return swap agreements and futures contracts.

During the year ended December 31, 2023, the Fund invested in credit default swap agreements and futures contracts in addition to investing directly in high yield bonds. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into credit default swap agreements that were centrally cleared. In a centrally cleared swap agreement, the clearing organization takes on the credit risk of all parties involved in the trade, and in effect, guarantees each party's obligation under the contract. As a result, each party involved in a centrally cleared contract only faces the clearing organization. There can be no assurance, however, that the clearing organization, or its members, will satisfy its obligations to the Fund.

Value of a $10,000 Investment at Net Asset Value*

*	The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund Access VP High Yield from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund Access VP High Yield		10.43	%		2.74	%		2.91	%
Markit iBoxx $ Liquid High Yield Index		12.89	%		4.79	%		4.00	%

Expense Ratios**

Fund		Gross				Net
ProFund Access VP High Yield			1.69	%			1.68	%

**	Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
U.S. Treasury Obligation		48	%
Futures Contracts		15	%
Credit Default Swap Agreements		76	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund Access VP High Yield primarily invests in non-equity securities, which may include: credit default swap agreements, futures contracts, repurchase agreements, U.S. Government and money market securities.

Industry Exposure

	% of Market Exposure (CDS)
Consumer Cyclical		29	%
Consumer Non-Cyclical		16	%
Communications		12	%
Financial		10	%
Industrials		9	%
Energy		8	%
Basic Materials		7	%
Technology		5	%
Utilities		4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

The 5-year U.S. Treasury Note reflects both price return and yield components. It does not reflect the impact of transaction and financing costs, nor the deduction of expenses associated with a mutual fund, such as investment management and accounting fees.

Investments in high yield bonds or in investments linked to the high yield market are subject to greater volatility and greater credit risks than investing in U.S. Treasuries. U.S. Treasury instruments are guaranteed by the U.S. government as to the timely payment of principal and interest, if held to maturity. Both the principal and yield of a mutual fund will fluctuate with changes in market conditions.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

8 :: ProFund VP Asia 30 :: Management Discussion of Fund Performance

ProFund VP Asia 30 (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the ProFunds Asia 30 Index^® (the "Index"). For the year ended December 31, 2023, the Fund had a price return of 4.32%. For the same period, the Index had a total return of 4.17%¹and a volatility of 26.86%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index, created by ProFund Advisors, is composed of 30 companies whose principal offices are located in the Asia/Pacific region, excluding Japan, and whose securities are traded on U.S. exchanges or on Nasdaq as depositary receipts or ordinary shares and meet certain liquidity requirements. The component companies in the Index are the 30 most liquid companies based upon their U.S. dollar-traded volume. Their relative weights are determined using a modified market capitalization method. The Index is reconstituted annually. The Index is expressed in U.S. dollar terms and as such should generally reflect the relative movement of the U.S. dollar against the basket of foreign currencies represented by the constituent companies in the Index.

Value of a $10,000 Investment at Net Asset Value*

*	The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Asia 30 from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Asia 30		4.32	%		1.92	%		0.66	%
ProFunds Asia 30 Index		4.17	%		1.71	%		0.48	%
MSCI AC Asia Pacific Free Excluding Japan Index		7.36	%		4.65	%		3.94	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Asia 30			1.74	%			1.68	%

**	Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Taiwan Semiconductor Manufacturing Co., Ltd.		7.4	%
BHP Group, Ltd.		7.3	%
HDFC Bank, Ltd.		7.2	%
Alibaba Group Holding, Ltd.		5.5	%
ICICI Bank, Ltd.		4.6	%

ProFunds Asia 30^® Index – Composition

Industry Breakdown	% of Index
Consumer Discretionary		23	%
Information Technology		21	%
Communication Services		20	%
Financials		16	%
Materials		9	%
Industrials		5	%
Real Estate		3	%
Health Care		3	%

Country Composition
China	57	%
India	18	%
Taiwan	13	%
Australia	7	%
Other	5	%

¹	The graph and table DO NOT reflect the theoretical reinvestment of dividends on securities in the Index nor the impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
³	The MSCI AC Asia Pacific Free Excluding Japan Index is a capitalization weighted index generally representative of the performance of the Asia Pacific region excluding the country of Japan. The graph and table reflect the theoretical reinvestment of dividends in the Index. The impact of transactions costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the Index calculations. It is not possible to invest directly in an index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Banks :: 9

ProFund VP Banks (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the S&P Banks Select Industry Index¹ (the "Index"). For the year ended December 31, 2023, the Fund had a total return of 10.39%. For the same period, the Index had a total return of 5.52%²and a volatility of 35.92%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index represents the banks segment of the S&P Total Market Index, which comprises the following sub-industries: asset management & custody banks, diversified banks, regional banks, diversified financial services and commercial & residential mortgage finance.

During the year ended December 31, 2023, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*	The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Banks from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Banks		10.39	%		6.53	%		6.05	%
S&P Banks Select Industry Index		5.52	%		7.56	%		5.99	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Banks^SM Index		10.49	%		8.15	%		7.76	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Banks			1.74	%			1.68	%

**	Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		99	%
Swap Agreements		1	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Western Alliance Bancorp		1.8	%
Zions Bancorp NA		1.8	%
Citizens Financial Group, Inc.		1.8	%
Comerica, Inc.		1.8	%
Regions Financial Corp.		1.8	%

S&P Banks Select Industry Index – Composition

	% of Index
Regional Banks		65	%
Diversified Banks		17	%
Other Diversified Financial Services		8	%
Commercial & Residential Mortgage Finance		7	%
Asset Management & Custody Banks		3	%

¹	As of the close of business on March 17, 2023, the Fund's underlying benchmark index changed from the Dow Jones US Banks^SM Index to the S&P Banks Select Industry Index. The advisor believes that the benchmark change will align the Fund with a leading S&P industry index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
⁴	The S&P 500^®is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

10 :: ProFund VP Bear :: Management Discussion of Fund Performance

ProFund VP Bear (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the S&P 500^® (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (-1x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2023, the Fund had a total return of -15.27%. For the same period, the Index had a total return of 26.29%¹ and a volatility of 13.09%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, and financial viability. Reconstitution occurs both on a quarterly and ongoing basis.

During the year ended December 31, 2023, the Fund invested in swap agreements and futures contracts as a substitute for shorting stocks in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*	The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Bear from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Bear		-15.27	%		-15.58	%		-12.62	%
S&P 500^®		26.29	%		15.69	%		12.03	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Bear			1.70	%			1.68	%

**	Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Futures Contracts		(18	)%
Swap Agreements		(82	)%
Total Exposure		(100	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Bear primarily invests in nonequity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

S&P 500^® – Composition

	% of Index
Information Technology		28	%
Financials		13	%
Health Care		13	%
Consumer Discretionary		11	%
Industrials		9	%
Communication Services		9	%
Consumer Staples		6	%
Energy		4	%
Real Estate		3	%
Materials		2	%
Utilities		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Biotechnology :: 11

ProFund VP Biotechnology (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the S&P Biotechnology Select Industry Index¹(the "Index"). For the year ended December 31, 2023, the Fund had a total return of 10.14%. For the same period, the Index had a total return of 7.76%² and a volatility of 28.83%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to one and one-half times the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index represents the biotechnology segment of the S&P Total Market Index, which comprises the following sub-industry: biotechnology.

Value of a $10,000 Investment at Net Asset Value*

*	The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Biotechnology from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Biotechnology		10.14	%		9.59	%		7.42	%
S&P Biotechnology Select Industry Index		7.76	%		4.58	%		7.65	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Biotechnology^SM Index		3.14	%		9.67	%		8.35	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Biotechnology			1.63	%			1.63	%

**	Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		98	%
Swap Agreements		2	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Cytokinetics, Inc.		2.8	%
Karuna Therapeutics, Inc.		1.7	%
ACADIA Pharmaceuticals, Inc.		1.7	%
Biohaven, Ltd.		1.5	%
Amicus Therapeutics, Inc.		1.4	%

S&P Biotechnology Select Industry Index – Composition

		% of Index
Biotechnology			100	%

¹	As of the close of business on March 17, 2023, the Fund's underlying benchmark index changed from the Dow Jones U.S. Biotechnology^SM Index to the S&P Biotechnology Select Industry Index. The advisor believes that the benchmark change will align the Fund with a leading S&P industry index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
⁴	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

12 :: ProFund VP Bull :: Management Discussion of Fund Performance

ProFund VP Bull (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the S&P 500^® (the "Index"). For the year ended December 31, 2023, the Fund had a total return of 23.74%. For the same period, the Index had a total return of 26.29%¹and a volatility of 13.09%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, and financial viability. Reconstitution occurs both on a quarterly and an ongoing basis.

During the year ended December 31, 2023, the Fund invested in swap agreements and futures contracts in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*	The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Bull from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Bull		23.74	%		13.41	%		9.84	%
S&P 500^®		26.29	%		15.69	%		12.03	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Bull			1.71	%			1.68	%

**	Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		77	%
Futures Contracts		5	%
Swap Agreements		18	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		5.4	%
Microsoft Corp.		5.4	%
Alphabet, Inc.		2.9	%
Amazon.com, Inc.		2.7	%
NVIDIA Corp.		2.3	%

S&P 500^® – Composition

	% of Index
Information Technology		28	%
Financials		13	%
Health Care		13	%
Consumer Discretionary		11	%
Industrials		9	%
Communication Services		9	%
Consumer Staples		6	%
Energy		4	%
Real Estate		3	%
Materials		2	%
Utilities		2	%

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Communication Services :: 13

ProFund VP Communication Services (the "Fund") (formerly known as ProFund VP Telecommunications) seeks investment results, before fees and expenses, that correspond to the performance of the S&P Communication Services Select Sector Index¹ (the "Index"). For the year ended December 31, 2023, the Fund had a total return of 31.82%. For the same period, the Index had a total return of 53.04%² and a volatility of 19.47%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the communication services sector of the S&P 500^®. The index includes equity securities of companies from the following industries: diversified telecommunication services; wireless telecommunications services; media; entertainment; and interactive media & services.

Value of a $10,000 Investment at Net Asset Value*

*	The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Communication Services from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Communication Services		31.82	%		7.80	%		4.15	%
S&P Communication Services Select Sector Index		53.04	%		13.06	%		10.98	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Select Telecommunications^SM Index		7.33	%		4.74	%		2.34	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Communication Services		1.73	%		1.68	%

**	Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		97	%
Swap Agreements		3	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Meta Platforms, Inc.		23.0	%
Alphabet, Inc.		22.3	%
Netflix, Inc.		4.5	%
Charter Communications, Inc.		4.5	%
Comcast Corp.		4.4	%

S&P Communication Services Select Sector Index – Composition

	% of Index
Interactive Media & Services		48	%
Entertainment		22	%
Media		17	%
Diversified Telecommunication Services		9	%
Wireless Telecommunication Services		4	%

¹	As of the close of business on March 17, 2023, the Fund's underlying benchmark index changed from the Dow Jones U.S. Telecommunications^SM Index to the S&P Communication Services Select Sector Index. The Fund's change in benchmark also resulted in the renaming of the Fund from ProFund VP Telecommunications to Profund VP Communication Services. The advisor believes that the benchmark change will align the Fund with a leading S&P sector index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
⁴	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

14 :: ProFund VP Consumer Discretionary :: Management Discussion of Fund Performance

ProFund VP Consumer Discretionary (the "Fund") (formerly know as ProFund VP Consumer Services) seeks investment results, before fees and expenses, that correspond to the performance of the S&P Consumer Discretionary Select Sector Index¹ (the "Index"). For the year ended December 31, 2023, the Fund had a total return of 32.05%. For the same period, the Index had a return of 39.81%² and a volatility of 19.95%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to one and one-half times the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index represents the consumer discretionary sector of the S&P 500^®. The Index includes equity securities of companies from the following industries: automobile components; automobiles; household durables; leisure products; textiles; apparel & luxury goods; hotels, restaurants, & leisure; diversifies consumer services; distributors; broadline retail; and specialty retail.

Value of a $10,000 Investment at Net Asset Value*

*	The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Consumer Discretionary from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Consumer Discretionary		32.05	%		9.78	%		8.82	%
S&P Consumer Discretionary Select Sector Index		39.81	%		13.76	%		11.81	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Consumer Services^SM Index		34.07	%		11.52	%		10.61	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Consumer Discretionary			1.72	%			1.68	%

**	Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		99	%
Swap Agreements		1	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Amazon.com, Inc.		22.7	%
Tesla, Inc.		17.7	%
McDonald's Corp.		4.5	%
The Home Depot, Inc.		4.5	%
NIKE, Inc.		3.8	%

S&P Consumer Discretionary Select Sector Index – Composition

	% of Index
Retailing		47	%
Consumer Services		22	%
Automobiles & Components		21	%
Consumer Durables & Apparel		10	%

¹	As of the close of business on March 17, 2023, the Fund's underlying benchmark index changed from the Dow Jones U.S. Consumer Services^SM Index to the S&P Consumer Discretionary Select Sector Index. The Fund's change in benchmark also resulted in the renaming of the Fund from ProFund VP Consumer Services to Profund VP Consumer Discretionary. The advisor believes that the benchmark change will align the Fund with a leading S&P sector index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
⁴	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Consumer Staples :: 15

ProFund VP Consumer Staples (the "Fund") (formerly known as ProFunds VP Consumer Goods) seeks investment results, before fees and expenses, that correspond to the performance of the S&P Consumer Staples Select Sector Index¹ (the "Index"). For the year ended December 31, 2023, the Fund had a total return of 3.92%. For the same period, the Index had a return of -0.79%² and a volatility of 11.30%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index represents the consumer staples sector of the S&P 500^®. The index includes equity securities of companies from the following industries: consumer staples distribution & retail; beverages; food products; tobacco; household products; and personal care products.

Value of a $10,000 Investment at Net Asset Value*

*	The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Consumer Staples from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Consumer Staples		3.92	%		9.20	%		6.11	%
S&P Consumer Staples Select Sector Index		-0.79	%		10.23	%		8.27	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Consumer Goods^SM Index		13.85	%		12.73	%		8.73	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Consumer Staples			1.73	%			1.68	%

**	Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		97	%
Swap Agreements		2	%
Total Exposure		99	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
The Procter & Gamble Co.		13.7	%
Costco Wholesale Corp.		11.6	%
PepsiCo, Inc.		9.2	%
The Coca-Cola Co.		9.1	%
Walmart, Inc.		4.5	%

S&P Consumer Staples Select Sector Index – Composition

	% of Index
Food, Beverage & Tobacco		50	%
Food & Staples Retailing		26	%
Household & Personal Products		24	%

¹	As of the close of business on March 17, 2023, the Fund's underlying benchmark index changed from the Dow Jones U.S. Consumer Goods^SM Index to the S&P Consumer Staples Select Sector Index. The Fund's change in benchmark also resulted in the renaming of the Fund from ProFund VP Consumer Goods to ProFund VP Consumer Staples. The advisor believes that the benchmark change will align the Fund with a leading S&P sector index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
⁴	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

16 :: ProFund VP Dow 30 :: Management Discussion of Fund Performance

ProFund VP Dow 30 (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones Industrial Average^® (the "Index"). For the year ended December 31, 2023, the Fund had a total return of 13.54%. For the same period, the Index had a total return of 16.18%¹and a volatility of 11.39%. For the year, the Fund achieved an average daily statistical correlation of 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is a price-weighted index. The Index includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies. Components are selected through a discretionary process with no pre-determined criteria except that components should be established U.S. companies that are leaders in their industries, have an excellent reputation, demonstrate sustained growth, are of interest to a large number of investors, and accurately represents the sectors covered by the average. The Index is not limited to traditionally defined industrial stocks. Instead, the Index serves as a measure of the entire U.S. market, covering such diverse industries as financial services, technology, retail, entertainment, and consumer goods. Composition changes are rare, and generally occur only after corporate acquisitions or other dramatic shifts in a component's core business. When such an event necessitates that one component be replaced, the entire Index is reviewed.

During the year ended December 31, 2023, the Fund invested in swap agreements as a substitute for investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*	The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Dow 30 from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Dow 30		13.54	%		9.80	%		8.01	%
Dow Jones Industrial Average^®		16.18	%		12.47	%		11.08	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Dow 30			1.57	%			1.57	%

**	Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Dow 30 primarily invests in nonequity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Dow Jones Industrial Average^® – Composition

	% of Index
Financials		21	%
Information Technology		19	%
Health Care		19	%
Industrials		15	%
Consumer Discretionary		13	%
Consumer Staples		7	%
Energy		3	%
Communication Services		2	%
Materials		1	%

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Emerging Markets :: 17

ProFund VP Emerging Markets (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the S&P Emerging 50 ADR Index (USD)(the "Index"). For the year ended December 31, 2023, the Fund had a total return of 15.31%. For the same period, the Index had a total return of 17.23%¹ and a volatility of 19.80%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to that of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is a free-float adjusted, market capitalization-weighted index. The Index is designed to track the performance of a basket of companies who have their primary equity listing on a stock exchange of an emerging market country and who also have depositary receipts that trade on a U.S. exchange or on Nasdaq. As of December 31, 2023, the Index consists of companies from the following emerging market countries: Brazil, Chile, China, India, Indonesia, Mexico, South Africa, South Korea and Taiwan. The Index is expressed in U.S. dollar terms and as such should generally reflect the relative movement of the U.S. dollar against the basket of foreign currencies represented by the constituent companies in the Index.

Value of a $10,000 Investment at Net Asset Value*

*	The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Emerging Markets from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Emerging Markets		15.31	%		4.52	%		2.24	%
S&P Emerging 50 ADR Index (USD)		17.23	%		6.05	%		3.79	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Emerging Markets			1.78	%			1.68	%

**	Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		91	%
Swap Agreements		9	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Taiwan Semiconductor Manufacturing Co., Ltd.		18.3	%
Alibaba Group Holding, Ltd.		8.9	%
HDFC Bank, Ltd.		7.7	%
PDD Holdings, Inc.		6.2	%
Petroleo Brasileiro S.A.		4.1	%

S&P Emerging 50 ADR Index (USD) – Composition

Industry Breakdown	% of Index
Information Technology		28	%
Consumer Discretionary		23	%
Financials		19	%
Materials		9	%
Communication Services		8	%
Energy		5	%
Consumer Staples		3	%
Industrials		2	%
Health Care		1	%
Utilities		1	%
Real Estate		1	%

Country Composition
China	31	%
Taiwan	24	%
India	18	%
Brazil	15	%
Other	12	%

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

18 :: ProFund VP Energy :: Management Discussion of Fund Performance

ProFund VP Energy (the “Fund”) (formerly known as ProFund VP Oil & Gas) seeks investment results, before fees and expenses, that correspond to the performance of the S&P Energy Select Sector Index¹ (the “Index”). For the year ended December 31, 2023, the Fund had a total return of -2.49%. For the same period, the Index had a total return of -0.59%² and a volatility of 22.90%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index represents the energy sector of the S&P 500^®. The index includes equity securities of companies from the following industries: energy equipment & services and oil & gas consumable fuels.

During the year ended December 31, 2023, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Energy from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Energy		-2.49	%		10.93	%		0.96	%
S&P Energy Select Sector Index		-0.59	%		13.57	%		3.51	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Oil & Gas^SM Index		-1.04	%		12.82	%		2.68	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Energy			1.71	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		98	%
Swap Agreements		2	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Exxon Mobil Corp.		22.0	%
Chevron Corp.		17.2	%
ConocoPhillips		9.1	%
EOG Resources, Inc.		4.6	%
Schlumberger N.V.		4.6	%

S&P Energy Select Sector Index – Composition

	% of Index
Oil, Gas & Consumable Fuels		91	%
Energy Equipment & Services		9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	As of the close of business on March 17, 2023, the Fund’s underlying benchmark index changed from the Dow Jones U.S. Oil & Gas^SMIndex to the S&P Energy Select Sector Index. The Fund’s change in benchmark also resulted in the renaming of the fund from ProFund VP Oil & Gas to ProFund VP Energy. The advisor believes that the benchmark change will align the Fund with a leading S&P sector index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
	²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	⁴	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Europe 30 :: 19

ProFund VP Europe 30 (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the ProFunds Europe 30 Index^® (the “Index”). For the year ended December 31, 2023, the Fund had a total return of 17.47%. For the same period, the Index had a price return of 15.29%¹and a volatility of 13.51%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index, created by ProFund Advisors, is composed of companies whose principal offices are located in Europe and whose securities are traded on U.S. exchanges or on Nasdaq as depositary receipts or ordinary shares and meet certain liquidity requirements. The component companies included in the Index are the 30 most liquid companies based upon their U.S. dollar-traded volume. Their relative weights are determined using a modified market capitalization method. The Index is reconstituted annually. The Index is expressed in U.S. dollar terms and as such should generally reflect the relative movement of the U.S. dollar against the basket of foreign currencies represented by the constituent companies in the Index.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Europe 30 from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Europe 30		17.47	%		7.60	%		2.67	%
ProFunds Europe 30 Index^®		15.29	%		6.33	%		1.03	%
STOXX Europe 50^® Index		19.17	%		10.46	%		4.27	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Europe 30			1.75	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Shell PLC		5.8	%
ASML Holding N.V.		5.4	%
SAP SE		5.3	%
TotalEnergies SE		4.9	%
HSBC Holdings PLC		4.8	%

ProFunds Europe 30^® Index – Composition

Industry Breakdown	% of Index
Energy		21	%
Information Technology		19	%
Health Care		18	%
Consumer Staples		14	%
Financials		10	%
Materials		7	%
Industrials		6	%
Utilities		3	%
Communication Services		2	%

Country Composition
United Kingdom		46	%
France		12	%
Netherlands		11	%
Germany		8	%
Other		23	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table DO NOT reflect the theoretical reinvestment of dividends on securities in the Index nor the impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	³	The STOXX Europe 50^® Index is a capitalization-weighted index of 50 European blue-chip stocks. The graph and table reflect the theoretical reinvestment of dividends in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the Index calculations. It is not possible to invest directly in an index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

20 :: ProFund VP Falling U.S. Dollar :: Management Discussion of Fund Performance

ProFund VP Falling U.S. Dollar (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the return of the basket of non-U.S. currencies included in the U.S. Dollar Index (the “Index”). The Index measures the performance of the U.S. dollar against a basket of six major world currencies (the “Benchmark”). For the year ended December 31, 2023, the Fund had a total return of 3.25%. For the same period, the Index had a price return of -2.12%¹ and a volatility of 6.78%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the daily return of the Benchmark. The currencies and their weightings are: Euro 57%; Japanese yen 14%; British pound 12%; Canadian dollar 9%; Swedish krona 4% and Swiss franc 4%. The Fund is designed to benefit from a decline in the value of the U.S. dollar against the value of the currencies included in the Benchmark. Accordingly, as the value of the U.S. dollar depreciates (i.e., “falls”) versus the Benchmark, the performance of the Fund generally should be expected to increase. As the value of the U.S. dollar appreciates versus the Benchmark, the performance of the Fund generally should be expected to decline. The Fund does not normally provide investment returns that match the inverse of the Index.

During the year ended December 31, 2023, the Fund invested in forward currency contracts to gain exposure to the Benchmark. These derivatives generally tracked the performance of their underlying benchmark. The Fund entered into forward currency contracts with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Falling U.S. Dollar from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Falling U.S. Dollar		3.25	%		-2.38	%		-3.97	%
U.S. Dollar Index		-2.12	%		1.06	%		2.39	%
S&P 500^®		26.29	%		15.69	%		12.03	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Falling U.S. Dollar			2.41	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Forward Currency Contracts		(101	)%
Total Exposure		(101	)%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Falling U.S. Dollar primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

U.S. Dollar Index – Composition

	% of Index
Euro		57	%
Japanese yen		14	%
British pound		12	%
Canadian dollar		9	%
Swedish krona		4	%
Swiss franc		4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table DO NOT reflect the theoretical reinvestment of dividends nor the impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	³	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade. The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the Index calculations. It is not possible to invest directly into an index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Financials :: 21

ProFund VP Financials (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P Financial Select Sector Index¹ (the “Index”). For the year ended December 31, 2023, the Fund had a total return of 13.88%. For the same period, the Index had a return of 12.15%²and a volatility of 16.29%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The index represents the financials sector of the S&P 500^®. The index includes equity securities of companies from the following industries: banks; financial services; consumer finance; capital markets; mortgage real estate investment trusts (REITs); and insurance.

During the year ended December 31, 2023, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Financials from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Financials		13.88	%		9.98	%		8.13	%
S&P Financial Select Sector Index		12.15	%		11.97	%		10.05	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Financials^SM Index		16.07	%		11.82	%		9.90	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Financials			1.71	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		99	%
Swap Agreements		2	%
Total Exposure		101	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Berkshire Hathaway, Inc.		12.3	%
JPMorgan Chase & Co.		9.3	%
Visa, Inc.		7.9	%
Mastercard, Inc.		6.7	%
Bank of America Corp.		4.4	%

S&P Financial Select Sector Index – Composition

	% of Index
Diversified Financials		59	%
Banks		25	%
Insurance		16	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	As of the close of business on March 17, 2023, the Fund’s underlying benchmark index changed from the Dow Jones U.S. Financials^SMIndex to the S&P Financial Select Sector Index. The advisor believes that the benchmark change will align the Fund with a leading S&P sector index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
	²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	⁴	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

22 :: ProFund VP Government Money Market :: Management Discussion of Fund Performance

ProFund VP Government Money Market (the “Fund”) seeks, as its investment objective, a high level of current income consistent with liquidity and preservation of capital. For the year ended December 31, 2023, the Fund returned 4.15%. The Fund’s seven-day yield, as of December 31, 2023, was 4.44%¹.

An investment in this ProFund VP is neither guaranteed nor insured by the Federal Deposit Insurance Corporation or any other government agency. Although the ProFund VP strives to maintain the value of your investment at $1.00 per share, it is possible to lose money by investing in this ProFund VP.

Allocation of Portfolio Holdings

Market Exposure

Investment Type	% of Net Assets
U.S. Treasury Obligations		51	%
Repurchase Agreements		48	%
Total Exposure		99	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

The seven-day yield quotation more closely reflects the current earnings of the government money market fund than the total return quotation.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Health Care :: 23

ProFund VP Health Care (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P Health Care Select Sector Index¹(the “Index”). For the year ended December 31, 2023, the Fund had a total return of 0.82%. For the same period, the Index had a return of 2.06%² and a volatility of 11.55%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The index represents the health care sector of the S&P 500^®. The index includes equity securities of companies from the following industries: health care equipment & supplies, health care providers & services; health care technology; biotechnology; pharmaceuticals; and life science tools & services.

During the year ended December 31, 2023, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Health Care from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Health Care		0.82	%		9.48	%		9.49	%
S&P Health Care Select Sector Index		2.06	%		11.59	%		11.35	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Health Care^SM Index		1.88	%		11.09	%		11.18	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Health Care			1.69	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		97	%
Swap Agreements		3	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
UnitedHealth Group, Inc.		9.4	%
Eli Lilly & Co.		8.9	%
Johnson & Johnson		7.3	%
Merck & Co., Inc.		5.3	%
AbbVie, Inc.		5.3	%

S&P Health Care Select Sector Index – Composition

	% of Index
Pharmaceuticals		30	%
Health Care Providers & Services		23	%
Health Care Equipment & Supplies		20	%
Biotechnology		16	%
Life Sciences Tools & Services		11	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	As of the close of business on March 17, 2023, the Fund’s underlying benchmark index changed from the Dow Jones U.S. Health Care^SMIndex to the S&P Health Care Select Sector Index. The advisor believes that the benchmark change will align the Fund with a leading S&P sector index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
	²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	⁴	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

24 :: ProFund VP Industrials :: Management Discussion of Fund Performance

ProFund VP Industrials (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P Industrials Select Sector Index¹(the “Index”). For the year ended December 31, 2023, the Fund had a total return of 16.30%. For the same period, the Index had a total return of 18.13%² and a volatility of 14.74%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index represents the industrials sector of the S&P 500^®. The Index includes equity securities of companies from the following industries: aerospace & defense; building products; construction & engineering; electrical equipment; industrial conglomerates; machinery; trading companies & distributors; commercial services & supplies; professional services; air freight & logistics; passenger airlines; marine transportation; ground transportation; and transportation infrastructure.

During the year ended December 31, 2023, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Industrials from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Industrials		16.30	%		11.72	%		8.34	%
S&P Industrials Select Sector Index		18.13	%		14.21	%		10.32	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Industrials^SM Index		19.75	%		13.80	%		10.27	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Industrials			1.72	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		98	%
Swap Agreements		2	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Caterpillar, Inc.		4.2	%
Union Pacific Corp.		4.1	%
The Boeing Co.		4.1	%
General Electric Co.		3.8	%
Honeywell International, Inc.		3.8	%

S&P Industrials Select Sector Index – Composition

	% of Index
Capital Goods		66	%
Transportation		20	%
Commercial & Professional Services		14	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	As of the close of business on March 17, 2023, the Fund’s underlying benchmark index changed from the Dow Jones U.S. Industrials^SMIndex to the S&P Industrials Select Sector Index. The advisor believes that the benchmark change will align the Fund with a leading S&P sector index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
	²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	⁴	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP International :: 25

ProFund VP International (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index^® (the “Index”). Since the foreign markets are not open when this Fund values its shares, it determines its success in meeting this investment objective by comparing its daily return on a given day with the daily performance of related futures contracts traded in the United States. For the year ended December 31, 2023, the Fund had a total return of 15.55%. For the same period, the Index had a total return of 18.24%¹ and a volatility of 12.50%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to that of the daily performance of the U.S.-traded MSCI EAFE futures contract.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index includes 85% of free-float adjusted, market capitalization in each industry group in developed market countries, excluding the U.S. and Canada. As of December 31, 2023, the Index has constituent companies from the following 21 developed market countries: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The Index levels and the price of the related futures contracts are expressed in U.S. dollar terms and as such they should generally reflect the relative movement of the U.S. dollar against the basket of foreign currencies represented by the constituent companies in the Index.

During the year ended December 31, 2023, the Fund invested in swap agreements as a substitute for investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP International from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP International		15.55	%		5.62	%		1.71	%
MSCI EAFE Index^®		18.24	%		8.16	%		4.28	%

Expense Ratios**

Fund		Gross				Net
ProFund VP International			1.68	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		100	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP International primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

MSCI EAFE Index – Composition

Industry Breakdown	% of Index
Financials		20	%
Industrials		16	%
Health Care		13	%
Consumer Discretionary		12	%
Consumer Staples		9	%
Information Technology		9	%
Materials		8	%
Energy		4	%
Communication Services		4	%
Utilities		3	%
Real Estate		2	%

Country Composition
Japan		22	%
United Kingdom		15	%
France		12	%
Switzerland		10	%
Germany		9	%
Other		32	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the U.S.-traded MSCI EAFE futures contract and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

26 :: ProFund VP Internet :: Management Discussion of Fund Performance

ProFund VP Internet (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones Internet Composite^SM Index (the “Index”). For the year ended December 31, 2023, the Fund had a total return of 49.85%. For the same period, the Index had a total return of 52.23%¹and a volatility of 23.46%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of stocks in the U.S. equity markets that generate the majority of their revenues from the Internet. The Index is composed of two sub-groups: Internet Commerce, which includes companies that derive the majority of their revenues from providing goods and/or services through an open network, such as a web site, and Internet Services, which includes companies that derive the majority of their revenues from providing access to the Internet or providing services to people using the Internet.

During the year ended December 31, 2023, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Internet from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Internet		49.85	%		8.64	%		10.74	%
Dow Jones Internet Composite^SM Index		52.23	%		10.45	%		12.62	%
S&P 500^®		26.29	%		15.69	%		12.03	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Internet			1.70	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Swap Agreements		0	%^(a)
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

^(a)

Amount is less than 0.5%.

Largest Equity Holdings

Company	% of Net Assets
Alphabet, Inc.		9.9	%
Amazon.com, Inc.		9.3	%
Meta Platforms, Inc.		7.7	%
Salesforce, Inc.		5.0	%
Netflix, Inc.		4.7	%

Dow Jones Internet Composite^SMIndex – Composition

	% of Index
Interactive Media & Services		22	%
Software		22	%
Multiline Retail		13	%
IT Services		11	%
Communications Equipment		11	%
Entertainment		7	%
Hotels, Restaurants & Leisure		7	%
Diversified Financial Services		3	%
Health Care Technology		3	%
Specialty Retail		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	³	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Japan :: 27

ProFund VP Japan (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Nikkei 225 Stock Average (the “Index”). Since the Japanese markets are not open when this Fund values its shares, it determines its success in meeting this investment objective by comparing its daily return on a given day with the daily performance of related, dollar-denominated futures contracts traded in the United States. For the year ended December 31, 2023, the Fund had a total return of 34.51%. For the same period, the Index had a total return of 22.56%¹, as measured in unhedged U.S. dollar terms, or 30.96%¹ in local (Japanese yen) terms and a volatility of 15.99%. The U.S. dollar-denominated Nikkei futures contracts held in the Fund are not directly impacted by the dollar/yen exchange rate, which may cause the Fund to over or underperform versus the performance of the Index measured in unhedged U.S. dollar terms, depending upon whether the U.S. dollar rises or falls in value versus the yen. During the year, the Fund was generally not exposed to fluctuations in the dollar/yen exchange rate. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the U.S.-traded U.S. dollar-denominated futures contract on the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is a modified price-weighted index of the 225 most actively traded and liquid Japanese stocks traded in the First Section of the Tokyo Stock Exchange.

During the year ended December 31, 2023, the Fund invested in swap agreements and futures contracts as a substitute for investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of the investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Japan from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Japan		34.51	%		11.86	%		7.23	%
Nikkei 225 Stock Average - USD		22.56	%		7.54	%		6.38	%
Nikkei 225 Stock Average - Yen		30.96	%		13.07	%		9.55	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Japan			1.69	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Futures Contracts		99	%
Swap Agreements		1	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Japan primarily invests in nonequity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Nikkei 225 Stock Average – Composition

	% of Index
Information Technology		25	%
Consumer Discretionary		21	%
Industrials		19	%
Health Care		10	%
Communication Services		9	%
Materials		6	%
Consumer Staples		5	%
Financials		3	%
Real Estate		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends in the Index. Unhedged U.S. dollar performance is calculated by converting U.S. dollars to yen at the beginning of the period and to U.S. dollars at the end of the period. “Local (yen)” returns are theoretical Index returns experienced by local residents living in Japan. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the Index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the U.S.-traded U.S. dollar-denominated futures contract on the index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

28 :: ProFund VP Large-Cap Growth :: Management Discussion of Fund Performance

ProFund VP Large-Cap Growth (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P 500^® Growth Index (the “Index”). For the year ended December 31, 2023, the Fund had a total return of 27.86%. For the same period, the Index had a total return of 30.03%¹and a volatility of 13.47%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is designed to provide a comprehensive measure of large-cap U.S. equity “growth” performance. It is an unmanaged, float-adjusted, market capitalization-weighted index comprising stocks representing approximately half the market capitalization of the S&P 500^® that have been identified as being on the growth end of the growth-value spectrum.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Large-Cap Growth from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Large-Cap Growth		27.86	%		14.21	%		11.39	%
S&P 500^® Growth Index		30.03	%		16.23	%		13.35	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Large-Cap Growth			1.73	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		13.2	%
Microsoft Corp.		13.1	%
Alphabet, Inc.		7.2	%
Amazon.com, Inc.		6.5	%
NVIDIA Corp.		5.7	%

S&P 500^® Growth Index – Composition

	% of Index
Information Technology		47	%
Consumer Discretionary		15	%
Communication Services		12	%
Health Care		7	%
Industrials		7	%
Financials		5	%
Consumer Staples		3	%
Energy		2	%
Materials		1	%
Real Estate		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Large-Cap Value :: 29

ProFund VP Large-Cap Value (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P 500^® Value Index (the “Index”). For the year ended December 31, 2023, the Fund had a total return of 20.09%. For the same period, the Index had a total return of 22.23%¹ and a volatility of 13.47%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is designed to provide a comprehensive measure of large-cap U.S. equity “value” performance. It is an unmanaged, float-adjusted, market capitalization-weighted index comprising stocks representing approximately half the market capitalization of the S&P 500^® that have been identified as being on the value end of the growth-value spectrum.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Large-Cap Value from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Large-Cap Value		20.09	%		12.27	%		8.19	%
S&P 500^® Value Index		22.23	%		14.11	%		10.01	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Large-Cap Value			1.73	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

Largest Equity Holdings

Company	% of Net Assets
Berkshire Hathaway, Inc.		3.5	%
JPMorgan Chase & Co.		2.6	%
Exxon Mobil Corp.		2.1	%
Johnson & Johnson		2.0	%
UnitedHealth Group, Inc.		1.6	%

S&P 500^® Value Index – Composition

	% of Index
Financials		22	%
Health Care		19	%
Industrials		11	%
Consumer Staples		10	%
Information Technology		8	%
Energy		6	%
Consumer Discretionary		6	%
Utilities		5	%
Communication Services		5	%
Real Estate		4	%
Materials		4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

30 :: ProFund VP Materials :: Management Discussion of Fund Performance

ProFund VP Materials (the “Fund”) (formerly known as ProFund VP Basic Materials) seeks investment results, before fees and expenses, that correspond to the performance of the S&P Materials Select Sector Index¹ (the “Index”). For the year ended December 31, 2023, the Fund had a total return of 12.38%. For the same period, the Index had a total return of 12.54%² and a volatility of 16.78%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index represents the materials sector of the S&P 500^®. The Index includes equity securities of companies from the following industries: chemicals; construction materials; containers & packaging; metals & mining; and paper & forest products.

During the year ended December 31, 2023, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Materials from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Materials		12.38	%		11.96	%		6.33	%
S&P Materials Select Sector Index		12.54	%		13.51	%		8.63	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Basic Materials^SM Index		11.01	%		13.19	%		7.81	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Materials			1.71	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		99	%
Swap Agreements		1	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Linde PLC		20.4	%
The Sherwin-Williams Co.		7.5	%
Freeport-McMoRan, Inc.		6.3	%
Air Products and Chemicals, Inc.		6.2	%
Ecolab, Inc.		5.2	%

S&P Materials Select Sector Index – Composition

	% of Index
Chemicals		68	%
Metals & Mining		17	%
Containers & Packaging		9	%
Construction Materials		6	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	As of the close of business on March 17, 2023, the Fund’s underlying benchmark index changed from the Dow Jones U.S. Basic Materials^SM Index to the S&P Materials Select Sector Index. The Fund’s change in benchmark also resulted in the renaming of the Fund from ProFund VP Basic Materials to ProFund VP Materials. The advisor believes that the benchmark change will align the Fund with a leading S&P sector index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
	²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	⁴	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Mid-Cap :: 31

ProFund VP Mid-Cap (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P MidCap 400^® (the “Index”). For the year ended December 31, 2023, the Fund had a total return of 13.83%. For the same period, the Index had a total return of 16.44%¹and a volatility of 17.47%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, and financial viability. Reconstitution occurs both on a quarterly and ongoing basis.

During the year ended December 31, 2023, the Fund invested in swap agreements and futures contracts as a substitute for investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Mid-Cap from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Mid-Cap		13.83	%		10.12	%		6.88	%
S&P MidCap 400^®		16.44	%		12.62	%		9.27	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Mid-Cap			1.70	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Futures Contracts		14	%
Swap Agreements		86	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Mid-Cap primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

S&P MidCap 400^® – Composition

	% of Index
Industrials		21	%
Financials		16	%
Consumer Discretionary		16	%
Information Technology		10	%
Real Estate		8	%
Health Care		8	%
Materials		7	%
Energy		5	%
Consumer Staples		4	%
Utilities		3	%
Communication Services		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

32 :: ProFund VP Mid-Cap Growth :: Management Discussion of Fund Performance

ProFund VP Mid-Cap Growth (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P MidCap 400^® Growth Index (the “Index”). For the year ended December 31, 2023, the Fund had a total return of 15.56%. For the same period, the Index had a total return of 17.49%¹ and a volatility of 16.15%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is designed to provide a comprehensive measure of mid-cap U.S. equity “growth” performance. It is an unmanaged, float-adjusted, market capitalization-weighted index comprising stocks representing approximately half the market capitalization of the S&P MidCap 400^® that have been identified as being on the growth end of the growth-value spectrum.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Mid-Cap Growth from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Mid-Cap Growth		15.56	%		10.09	%		7.28	%
S&P MidCap 400^® Growth Index		17.49	%		11.91	%		9.04	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Mid-Cap Growth			1.76	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

Largest Equity Holdings

Company	% of Net Assets
Deckers Outdoor Corp.		1.4	%
Reliance Steel & Aluminum Co.		1.3	%
Carlisle Cos., Inc.		1.2	%
GoDaddy, Inc.		1.2	%
Graco, Inc.		1.2	%

S&P MidCap 400^® Growth Index – Composition

	% of Index
Industrials		27	%
Consumer Discretionary		19	%
Information Technology		13	%
Health Care		9	%
Financials		9	%
Energy		6	%
Materials		6	%
Real Estate		5	%
Consumer Staples		3	%
Utilities		2	%
Communication Services		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Mid-Cap Value :: 33

ProFund VP Mid-Cap Value (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P MidCap 400^® Value Index (the “Index”). For the year ended December 31, 2023, the Fund had a total return of 13.45%. For the same period, the Index had a total return of 15.39%¹ and a volatility of 19.16%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is designed to provide a comprehensive measure of mid-cap U.S. equity “value” performance. It is an unmanaged, float-adjusted, market capitalization-weighted index comprising stocks representing approximately half the market capitalization of the S&P MidCap 400^® that have been identified as being on the value end of the growth-value spectrum.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Mid-Cap Value from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Mid-Cap Value		13.45	%		11.12	%		7.41	%
S&P MidCap 400^® Value Index		15.39	%		12.91	%		9.17	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Mid-Cap Value			1.74	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		99	%
Total Exposure		99	%

Largest Equity Holdings

Company	% of Net Assets
WP Carey, Inc.		1.1	%
Fidelity National Financial, Inc.		1.0	%
United States Steel Corp.		0.9	%
Performance Food Group Co.		0.9	%
Reinsurance Group of America, Inc.		0.8	%

S&P MidCap 400^® Value Index – Composition

	% of Index
Financials		24	%
Industrials		15	%
Consumer Discretionary		13	%
Real Estate		11	%
Materials		8	%
Information Technology		7	%
Health Care		6	%
Consumer Staples		5	%
Utilities		5	%
Energy		4	%
Communication Services		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

34 :: ProFund VP Nasdaq-100 :: Management Discussion of Fund Performance

ProFund VP Nasdaq-100 (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Nasdaq-100^® Index (the “Index”). For the year ended December 31, 2023, the Fund had a total return of 52.17%. For the same period, the Index had a total return of 55.13%¹and a volatility of 18.07%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index, a modified market capitalization-weighted index, includes 100 of the largest non-financial domestic and international issues listed on Nasdaq.

During the year ended December 31, 2023, the Fund invested in swap agreements and futures contracts in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Nasdaq-100 from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Nasdaq-100		52.17	%		20.09	%		15.51	%
Nasdaq-100^®Index		55.13	%		22.66	%		17.91	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Nasdaq-100			1.74	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		66	%
Futures Contracts		12	%
Swap Agreements		22	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		6.1	%
Microsoft Corp.		5.7	%
Alphabet, Inc.		3.3	%
Amazon.com, Inc.		3.2	%
Broadcom, Inc.		2.8	%

Nasdaq-100^® Index – Composition

	% of Index
Information Technology		50	%
Communication Services		15	%
Consumer Discretionary		14	%
Consumer Staples		7	%
Health Care		7	%
Industrials		5	%
Utilities		1	%
Financials		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Pharmaceuticals :: 35

ProFund VP Pharmaceuticals (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P Pharmaceuticals Select Industry Index¹(the “Index”). For the year ended December 31, 2023, the Fund had a total return of -5.49%. For the same period, the Index had a total return of 2.77%² and a volatility of 17.73%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index represents the pharmaceuticals segment of the S&P Total Market Index, which comprises the following sub-industry: pharmaceuticals.

During the year ended December 31, 2023, the Fund invested in swap agreements in addition investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Pharmaceuticals from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Pharmaceuticals		-5.49	%		4.83	%		4.63	%
S&P Pharmaceuticals Select Industry Index		2.77	%		3.58	%		1.43	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Select Pharmaceuticals^SM Index		1.25	%		7.68	%		6.42	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Pharmaceuticals			1.70	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Swap Agreements		1	%
Total Exposure		101	%

Largest Equity Holdings

Company	% of Net Assets
Organon & Co.		5.3	%
Catalent, Inc.		4.9	%
Intra-Cellular Therapies, Inc.		4.8	%
Elanco Animal Health, Inc.		4.7	%
Axsome Therapeutics, Inc.		4.6	%

S&P Pharmaceuticals Select Industry Index – Composition

		% of Index
Pharmaceuticals			100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	As of the close of business on March 17, 2023, the Fund’s underlying benchmark index changed from the Dow Jones U.S. Select Pharmaceuticals^SM Index to the S&P Pharmaceuticals Select Industry Index. The advisor believes that the benchmark change will align the Fund with a leading S&P industry index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
	²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	⁴	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

36 :: ProFund VP Precious Metals :: Management Discussion of Fund Performance

ProFund VP Precious Metals (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones Precious Metals^SM Index (the “Index”). For the year ended December 31, 2023, the Fund had a total return of 1.48%. For the same period, the Index had a return of 4.30%¹ and a volatility of 28.68%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the precious metals mining sector. Component companies include, among others, leading miners and producers of gold, silver and platinum-group metals whose securities are available to U.S. investors during U.S. trading hours.

During the year ended December 31, 2023, the Fund invested in swap agreements as a substitute for investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Precious Metals from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Precious Metals		1.48	%		8.30	%		0.78	%
Dow Jones Precious Metals^SM Index		4.30	%		11.12	%		3.38	%
S&P 500^®		26.29	%		15.69	%		12.03	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Precious Metals			1.71	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		100	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Precious Metals primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Dow Jones Precious Metals^SM Index – Composition

	% of Index
Gold		92	%
Silver		6	%
Precious Metals & Minerals		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	³	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Real Estate :: 37

ProFund VP Real Estate (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P Real Estate Select Sector Index¹(the “Index”). For the year ended December 31, 2023, the Fund had a total return of 9.73%. For the same period, the Index had a total return of 12.36%² and a volatility of 20.10%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index represents the real estate sector of the S&P 500^®. The Index includes equity securities of companies from the following industries: diversified real estate investment trusts (“REITs”); industrial REITs; hotel & resort REITs; office REITs; health care REITs; residential REITs; retail REITs; specialized REITs; and real estate management & development.

During the year ended December 31, 2023, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Real Estate from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Real Estate		9.73	%		5.58	%		5.89	%
S&P Real Estate Select Sector Index		12.36	%		8.92	%		8.86	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Real Estate^SM Index		12.25	%		7.35	%		7.70	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Real Estate			1.74	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		97	%
Swap Agreements		4	%
Total Exposure		101	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Prologis, Inc.		11.8	%
American Tower Corp.		9.7	%
Equinix, Inc.		7.3	%
Crown Castle, Inc.		4.8	%
Welltower, Inc.		4.8	%

S&P Real Estate Select Sector Index – Composition

	% of Index
Specialized REITs		46	%
Industrial REITs		12	%
Residential REITs		12	%
Retail REITs		12	%
Health Care REITs		8	%
Real Estate Management & Development		6	%
Office REITs		3	%
Hotel & Resort REITs		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	As of the close of business on March 17, 2023, the Fund’s underlying benchmark index changed from the Dow Jones U.S. Real Estate^SMIndex to the S&P Real Estate Select Sector Index. The advisor believes that the benchmark change will align the Fund with a leading S&P sector index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
	²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	⁴	The S&P 500^® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

38 :: ProFund VP Rising Rates Opportunity :: Management Discussion of Fund Performance

ProFund VP Rising Rates Opportunity (the "Fund") seeks daily investment results, before fees and expenses, that correspond to one and one-quarter times the inverse (-1.25x) of the movement of the most recently issued 30-Year U.S. Treasury Bond (the "Long Bond") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day very likely differ in amount, and possibly even direction, from the Fund's stated multiple (-1.25x) times the return of the Long Bond for the same period. For periods longer than a single day, the Fund will lose money if the Long Bond's performance is flat, and it is possible that the Fund will lose money even if the level of the Long Bond falls. For the year ended December 31, 2023, the Fund had a total return of 1.75%. For the same period, the Long Bond, as measured by the S&P U.S. Treasury Bond Current 30-Year Total Return Index^1,2, had a total return of 2.41%³and a volatility of 17.77%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to one and one-quarter times the inverse of the daily price movement of the Long Bond.⁴

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as one and one-quarter times the inverse of the daily price movement of the Long Bond. The Long Bond is the longest term outstanding 30-year bond issued by the U.S. Treasury. As of December 31, 2023, the most recent Long Bond carried a maturity date of 11/15/53 and a 4.75% coupon.

During the year ended December 31, 2023, the Fund invested in swap agreements and futures contracts as a substitute for shorting bonds in order to gain inverse leveraged exposure to the Long Bond. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Rising Rates Opportunity from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Rising Rates Opportunity		1.75	%		-0.50	%		-5.26	%
S&P U.S. Treasury Bond Current 30-Year Total Return Index		2.41	%		-2.28	%		1.95	%
Ryan Labs Returns Treasury Yield Curve 30 Year Index¹		-3.00	%		-3.86	%		0.97	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Rising Rates Opportunity			1.66	%			1.66	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(125	)%
Total Exposure		(125	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Rising Rates Opportunity primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

In December 2023, the Ryan Labs Returns Treasury Yield Curve 30 Year Index was discontinued and replaced. The Advisor subsequently used the S&P U.S. Treasury Bond Current 30-Year Total Return Index to measure performance of the Long Bond. Total return for the Ryan Labs Returns Treasury Yield Curve 30 Year Index is for the period through the day the index was discontinued.

The S&P U.S. Treasury Bond Current 30-Year Index is a one-security index comprising the most recently issued 30-year U.S. Treasury bond. This Index reflects both price return and yield. It does not reflect the impact of transaction costs nor the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. It is not possible to invest directly in an index.

The Long Bond reflects a yield component. It does not reflect the impact of transaction and financing costs, nor the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. The Fund's performance reflects a yield component, the impact of transaction and financing costs and the deduction of fees and expenses.

⁴

1.00 equals perfect correlation. This calculation is based on the daily total return of the Long Bond and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Semiconductor :: 39

ProFund VP Semiconductor (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Semiconductors^SM Index (the "Index"). For the year ended December 31, 2023, the Fund had a total return of 93.66%. For the same period, the Index had a return of 96.95%¹ and a volatility of 30.37%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the semiconductor sector of the U.S. equity market. Component companies are engaged in the production of semiconductors and other integrated chips, as well as other related products such as semiconductor capital equipment and motherboards.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Semiconductor from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Semiconductor		93.66	%		31.28	%		22.99	%
Dow Jones U.S. Semiconductors^SM Index		96.95	%		33.51	%		25.15	%
S&P 500^®		26.29	%		15.69	%		12.03	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Semiconductor			1.70	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		68	%
Swap Agreements		32	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
NVIDIA Corp.		24.7	%
Broadcom, Inc.		9.9	%
Advanced Micro Devices, Inc.		4.8	%
Intel Corp.		4.3	%
QUALCOMM, Inc.		3.2	%

Dow Jones U.S. Semiconductors^SMIndex – Composition

		% of Index
Semiconductors & Semiconductor Equipment			100	%

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	³	The S&P 500^®is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

40 :: ProFund VP Short Dow 30 :: Management Discussion of Fund Performance

ProFund VP Short Dow 30 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Dow Jones Industrial Average^®(the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (-1x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2023, the Fund had a total return of -8.01%. For the same period, the Index had a total return of 16.18%¹ and a volatility of 11.39%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index is a price-weighted index. The Index includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies. Components are selected through a discretionary process with no pre-determined criteria except that components should be established U.S. companies that are leaders in their industries, have an excellent reputation, demonstrate sustained growth, are of interest to a large number of investors, and accurately represents the sectors covered by the average. The Index is not limited to traditionally defined industrial stocks. Instead, the Index serves as a measure of the entire U.S. market, covering such diverse industries as financial services, technology, retail, entertainment, and consumer goods. Composition changes are rare, and generally occur only after corporate acquisitions or other dramatic shifts in a component's core business. When such an event necessitates that one component be replaced, the entire Index is reviewed.

During the year ended December 31, 2023, the Fund invested in swap agreements as a substitute for shorting stocks in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Short Dow 30 from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Short Dow 30		-8.01	%		-12.98	%		-11.90	%
Dow Jones Industrial Average^®		16.18	%		12.47	%		11.08	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Short Dow 30			1.74	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(99	)%
Total Exposure		(99	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Short Dow 30 primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Dow Jones Industrial Average^® – Composition

	% of Index
Financials		21	%
Information Technology		19	%
Health Care		19	%
Industrials		15	%
Consumer Discretionary		13	%
Consumer Staples		7	%
Energy		3	%
Communication Services		2	%
Materials		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Short Emerging Markets :: 41

ProFund VP Short Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the S&P Emerging 50 ADR Index (USD) (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (-1x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2023, the Fund had a total return of -11.78%. For the same period, the Index had a total return of 17.23%¹and a volatility of 19.80%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index is a free-float adjusted, market capitalization-weighted index. The Index is designed to track the performance of a basket of companies who have their primary equity listing on a stock exchange of an emerging market country and who also have depositary receipts that trade on a U.S. exchange or on Nasdaq. As of December 31, 2023, the Index consists of companies from the following emerging market countries: Brazil, Chile, China, India, Indonesia, Mexico, South Africa, South Korea and Taiwan. The Index is expressed in U.S. dollar terms and as such should generally reflect the relative movement of the U.S. dollar against the basket of foreign currencies represented by the constituent companies in the Index.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Short Emerging Markets from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Short Emerging Markets		-11.78	%		-11.01	%		-8.51	%
S&P Emerging 50 ADR Index (USD)		17.23	%		6.05	%		3.79	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Short Emerging Markets			1.70	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(99	)%
Total Exposure		(99	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Short Emerging Markets primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

S&P Emerging 50 ADR Index (USD) – Composition

Industry Breakdown	% of Index
Information Technology		28	%
Consumer Discretionary		23	%
Financials		19	%
Materials		9	%
Communication Services		8	%
Energy		5	%
Consumer Staples		3	%
Industrials		2	%
Health Care		1	%
Utilities		1	%
Real Estate		1	%

Country Composition
China	31	%
Taiwan	24	%
India	18	%
Brazil	15	%
Other	12	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

42 :: ProFund VP Short International :: Management Discussion of Fund Performance

ProFund VP Short International (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE") Index^® (the "Index") for a single day, not for any other period. Since the foreign markets are not open when this Fund values its shares, it determines its success in meeting this daily investment objective by comparing its daily return on a given day with the inverse of the daily performance of related futures contracts traded in the United States. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will likely differ in amount, and possibly even direction from the Fund's stated multiple (-1x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2023, the Fund had a total return of -10.29%. For the same period, the Index had a total return of 18.24%¹ and a volatility of 12.50%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the U.S.-traded MSCI EAFE futures contract.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index includes 85% of free-float adjusted, market capitalization in each industry group in developed market countries equity performance, excluding the U.S. and Canada. As of December 31, 2023, the Index has constituent companies from the following 21 developed market countries: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. The Index levels and the price of the related futures contracts are expressed in U.S. dollar terms and as such they should generally reflect the relative movement of the U.S. dollar against the basket of foreign currencies represented by the constituent companies in the Index.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Short International from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Short International		-10.29	%		-9.74	%		-6.49	%
MSCI EAFE Index^®		18.24	%		8.16	%		4.28	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Short International			1.68	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(99	)%
Total Exposure		(99	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Short International primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

MSCI EAFE Index – Composition

Industry Breakdown	% of Index
Financials		20	%
Industrials		16	%
Health Care		13	%
Consumer Discretionary		12	%
Consumer Staples		9	%
Information Technology		9	%
Materials		8	%
Energy		4	%
Communication Services		4	%
Utilities		3	%
Real Estate		2	%

Country Composition
Japan	22	%
United Kingdom	15	%
France	12	%
Switzerland	10	%
Germany	9	%
Other	32	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the U.S.-traded MSCI EAFE futures contract and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Short Mid-Cap :: 43

ProFund VP Short Mid-Cap (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the S&P MidCap 400^®Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (-1x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2023, the Fund had a total return of -9.35%. For the same period, the Index had a total return of 16.44%¹and a volatility of 17.47%. For the year, the Fund achieved an average daily statistical correlation of 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, and financial viability. Reconstitution occurs both on a quarterly and ongoing basis.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Short Mid-Cap from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Short Mid-Cap		-9.35	%		-15.32	%		-11.87	%
S&P MidCap 400^®		16.44	%		12.62	%		9.27	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Short Mid-Cap			1.71	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(100	)%
Total Exposure		(100	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Short Mid-Cap primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

S&P MidCap 400^® – Composition

	% of Index
Industrials		21	%
Financials		16	%
Consumer Discretionary		16	%
Information Technology		10	%
Real Estate		8	%
Health Care		8	%
Materials		7	%
Energy		5	%
Consumer Staples		4	%
Utilities		3	%
Communication Services		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

44 :: ProFund VP Short Nasdaq-100 :: Management Discussion of Fund Performance

ProFund VP Short Nasdaq-100 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Nasdaq-100^® Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (-1x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2023, the Fund had a total return of -32.40%. For the same period, the Index had a total return of 55.13%¹ and a volatility of 18.07%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index, a modified market capitalization-weighted index, includes 100 of the largest non-financial domestic and international issues listed on Nasdaq.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Short Nasdaq-100 from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Short Nasdaq-100		-32.40	%		-22.40	%		-18.53	%
Nasdaq-100^®Index		55.13	%		22.66	%		17.91	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Short Nasdaq-100			1.73	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Futures Contracts		(16	)%
Swap Agreements		(84	)%
Total Exposure		(100	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Short Nasdaq-100 primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Nasdaq-100^® Index – Composition

	% of Index
Information Technology		50	%
Communication Services		15	%
Consumer Discretionary		14	%
Consumer Staples		7	%
Health Care		7	%
Industrials		5	%
Utilities		1	%
Financials		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Short Small-Cap :: 45

ProFund VP Short Small-Cap (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Russell 2000^®Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (-1x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2023, the Fund had a total return of -10.88%. For the same period, the Index had a total return of 16.93%¹and a volatility of 20.02%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index is a measure of small-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 10% of the total market capitalization of the Russell 3000^®Index, which in turn represents approximately 97% of the investable U.S. equity market.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Short Small-Cap from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Short Small-Cap		-10.88	%		-14.46	%		-11.16	%
Russell 2000^® Index		16.93	%		9.97	%		7.16	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Short Small-Cap			1.79	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Futures Contracts		(9	)%
Swap Agreements		(91	)%
Total Exposure		(100	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Short Small-Cap primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Russell 2000^® Index – Composition

	% of Index
Financials		18	%
Industrials		17	%
Health Care		15	%
Information Technology		14	%
Consumer Discretionary		11	%
Energy		7	%
Real Estate		6	%
Materials		4	%
Consumer Staples		3	%
Utilities		3	%
Communication Services		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

46 :: ProFund VP Small-Cap :: Management Discussion of Fund Performance

ProFund VP Small-Cap (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the Russell 2000^® Index (the "Index"). For the year ended December 31, 2023, the Fund had a total return of 14.91%. For the same period, the Index had a total return of 16.93%¹and a volatility of 20.02%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is a measure of small-cap U.S. stock market performance. It is a float-adjusted market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^®Index or approximately 10% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 97% of the investable U.S. equity market.

During the year ended December 31, 2023, the Fund invested in swap agreements and futures contracts as a substitute for investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Small-Cap from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Small-Cap		14.91	%		7.96	%		5.15	%
Russell 2000^® Index		16.93	%		9.97	%		7.16	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Small-Cap			1.80	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		63	%
Futures Contracts		3	%
Swap Agreements		33	%
Total Exposure		99	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Super Micro Computer, Inc.		0.3	%
Simpson Manufacturing Co., Inc.		0.2	%
Cytokinetics, Inc.		0.2	%
elf Beauty, Inc.		0.2	%
MicroStrategy, Inc.		0.2	%

Russell 2000^® Index – Composition

	% of Index
Financials		18	%
Industrials		17	%
Health Care		15	%
Information Technology		14	%
Consumer Discretionary		11	%
Energy		7	%
Real Estate		6	%
Materials		4	%
Consumer Staples		3	%
Utilities		3	%
Communication Services		2	%

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Small-Cap Growth :: 47

ProFund VP Small-Cap Growth (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the S&P SmallCap 600^® Growth Index (the "Index"). For the year ended December 31, 2023, the Fund had a total return of 15.19%. For the same period, the Index had a total return of 17.10%¹ and a volatility of 13.47%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is designed to provide a comprehensive measure of small-cap U.S. equity "growth" performance. It is an unmanaged, float-adjusted, market capitalization-weighted index comprising stocks representing approximately half the market capitalization of the S&P SmallCap 600^® that have been identified as being on the growth end of the growth-value spectrum. Securities are selected for inclusion in the Index by an S&P committee through a process that factors in criteria such as liquidity, price, market capitalization, financial viability, and public float.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Small-Cap Growth from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Small-Cap Growth		15.19	%		8.56	%		7.15	%
S&P Small Cap 600^® Growth Index		17.10	%		10.42	%		8.96	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Small-Cap Growth			1.71	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
elf Beauty, Inc.		1.4	%
SPS Commerce, Inc.		1.2	%
Fabrinet		1.2	%
Applied Industrial Technologies, Inc.		1.2	%
Meritage Homes Corp.		1.1	%

S&P SmallCap 600^® Growth Index – Composition

	% of Index
Industrials		21	%
Consumer Discretionary		16	%
Information Technology		14	%
Health Care		11	%
Financials		11	%
Materials		7	%
Energy		6	%
Real Estate		5	%
Consumer Staples		4	%
Communication Services		3	%
Utilities		2	%

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

48 :: ProFund VP Small-Cap Value :: Management Discussion of Fund Performance

ProFund VP Small-Cap Value (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the S&P SmallCap 600^® Value Index (the "Index"). For the year ended December 31, 2023, the Fund had a total return of 12.94%. For the same period, the Index had a return of 14.89%¹ and a volatility of 13.47%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is designed to provide a comprehensive measure of small-cap U.S. equity "value" performance. It is an unmanaged, float-adjusted, market capitalization-weighted index comprising stocks representing approximately half the market capitalization of the S&P SmallCap 600^® that have been identified as being on the value end of the growth-value spectrum. Securities are selected for inclusion in the Index by an S&P committee through a process that factors in criteria such as liquidity, price, market capitalization, financial viability, and public float.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Small-Cap Value from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Small-Cap Value		12.94	%		9.51	%		6.36	%
S&P SmallCap 600^® Value Index		14.89	%		11.31	%		8.17	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Small-Cap Value			1.71	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Alaska Air Group, Inc.		0.9	%
Academy Sports & Outdoors, Inc.		0.9	%
Lincoln National Corp.		0.8	%
Cytokinetics, Inc.		0.8	%
DXC Technology Co.		0.8	%

S&P SmallCap 600^® Value Index – Composition

	% of Index
Financials		27	%
Industrials		15	%
Consumer Discretionary		13	%
Real Estate		10	%
Information Technology		10	%
Health Care		10	%
Materials		5	%
Consumer Staples		4	%
Utilities		2	%
Energy		2	%
Communication Services		2	%

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Technology :: 49

ProFund VP Technology (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the S&P Technology Select Sector Index¹ (the "Index"). For the year ended December 31, 2023, the Fund had a total return of 57.95%. For the same period, the Index had a total return of 56.13%² and a volatility of 18.65%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index represents the technology sector of the S&P 500^®. The Index includes equity securities of companies from the following industries: IT services; software; communications equipment; technology, hardware, storage & peripherals; electronic equipment, instruments, & components; and semiconductors & semiconductor equipment.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Technology from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Technology		57.95	%		23.56	%		17.85	%
S&P Technology Select Sector Index		56.13	%		26.90	%		20.14	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Technology^SM Index		65.07	%		26.36	%		20.16	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Technology			1.63	%			1.63	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		99	%
Swap Agreements		1	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Microsoft Corp.		22.2	%
Apple, Inc.		21.8	%
Broadcom, Inc.		5.1	%
NVIDIA Corp.		4.5	%
Adobe, Inc.		2.9	%

S&P Technology Select Sector Index – Composition

	% of Index
Software & Services		45	%
Technology Hardware & Equipment		29	%
Semiconductors & Semiconductor Equipment		26	%

	¹	As of the close of business on March 17, 2023, the Fund's underlying benchmark index changed from the Dow Jones U.S. Technology^SM Index to the S&P Technology Select Sector Index. The advisor believes that the benchmark change will align the Fund with a leading S&P sector index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
	²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	⁴	The S&P 500^®is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

50 :: ProFund VP UltraBull :: Management Discussion of Fund Performance

ProFund VP UltraBull (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the S&P 500^® (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (2x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index rises. For the year ended December 31, 2023, the Fund had a total return of 45.23%. For the same period, the Index had a total return of 26.29%¹ and a volatility of 13.09%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to twice that of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as twice the daily return of the Index. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors criteria such as liquidity, price, market capitalization, and financial viability. Reconstitution occurs both on a quarterly and an ongoing basis.

During the year ended December 31, 2023, the Fund invested in swap agreements and futures contracts in addition to investing directly in stocks in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP UltraBull from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP UltraBull		45.23	%		21.83	%		16.33	%
S&P 500^®		26.29	%		15.69	%		12.03	%

Expense Ratios**

Fund		Gross				Net
ProFund VP UltraBull			1.72	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		63	%
Futures Contracts		8	%
Swap Agreements		129	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		4.4	%
Microsoft Corp.		4.4	%
Alphabet, Inc.		2.4	%
Amazon.com, Inc.		2.2	%
NVIDIA Corp.		1.9	%

S&P 500^® – Composition

	% of Index
Information Technology		28	%
Financials		13	%
Health Care		13	%
Consumer Discretionary		11	%
Industrials		9	%
Communication Services		9	%
Consumer Staples		6	%
Energy		4	%
Real Estate		3	%
Materials		2	%
Utilities		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP UltraMid-Cap :: 51

ProFund VP UltraMid-Cap (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the S&P MidCap 400^® (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (2x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index rises. For the year ended December 31, 2023, the Fund had a total return of 22.21%. For the same period, the Index had a total return of 16.44%¹ and a volatility of 17.47%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to twice that of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as twice the daily return of the Index. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts. Securities are selected for inclusion in the Index through a process that factors criteria such as liquidity, price, market capitalization, financial viability, and public float. Reconstitution occurs both on a quarterly and ongoing basis.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP UltraMid-Cap from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP UltraMid-Cap		22.21	%		13.59	%		9.93	%
S&P MidCap 400^®		16.44	%		12.62	%		9.27	%

Expense Ratios**

Fund		Gross				Net
ProFund VP UltraMid-Cap			1.73	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		62	%
Futures Contracts		10	%
Swap Agreements		128	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Deckers Outdoor Corp.		0.4	%
Reliance Steel & Aluminum Co.		0.4	%
Carlisle Cos., Inc.		0.4	%
GoDaddy, Inc.		0.4	%
Graco, Inc.		0.4	%

S&P MidCap 400^® – Composition

	% of Index
Industrials		21	%
Financials		16	%
Consumer Discretionary		16	%
Information Technology		10	%
Real Estate		8	%
Health Care		8	%
Materials		7	%
Energy		5	%
Consumer Staples		4	%
Utilities		3	%
Communication Services		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

52 :: ProFund VP UltraNasdaq-100 :: Management Discussion of Fund Performance

ProFund VP UltraNasdaq-100 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Nasdaq-100^® Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (2x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index rises. For the year ended December 31, 2023, the Fund had a total return of 115.46%. For the same period, the Index had a total return of 55.13%¹ and a volatility of 18.07%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to twice that of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as twice the daily return of the Index. The Index, a modified market capitalization-weighted index, includes 100 of the largest non-financial domestic and international issues listed on Nasdaq.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP UltraNasdaq-100 from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP UltraNasdaq-100		115.46	%		33.86	%		27.05	%
Nasdaq-100^®Index		55.13	%		22.66	%		17.91	%

Expense Ratios**

Fund		Gross				Net
ProFund VP UltraNasdaq-100			1.77	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		67	%
Futures Contracts		9	%
Swap Agreements		123	%
Total Exposure		199	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		6.2	%
Microsoft Corp.		5.8	%
Alphabet, Inc.		3.4	%
Amazon.com, Inc.		3.3	%
Broadcom, Inc.		2.8	%

Nasdaq-100^® Index – Composition

	% of Index
Information Technology		50	%
Communication Services		15	%
Consumer Discretionary		14	%
Consumer Staples		7	%
Health Care		7	%
Industrials		5	%
Utilities		1	%
Financials		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP UltraShort Dow 30 :: 53

ProFund VP UltraShort Dow 30 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the return of the Dow Jones Industrial Average^® (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (-2x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2023, the Fund had a total return of -18.76%. For the same period, the Index had a total return of 16.18%¹and a volatility of 11.39%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to twice the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as twice the inverse of the daily return of the Index. The Index is a price-weighted index. The Index includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies. Components are selected through a discretionary process with no pre-determined criteria except that components should be established U.S. companies that are leaders in their industries, have an excellent reputation, demonstrate sustained growth, are of interest to a large number of investors, and accurately represents the sectors covered by the average. The Index is not limited to traditionally defined industrial stocks. Instead, the Index serves as a measure of the entire U.S. market, covering such diverse industries as financial services, technology, retail, entertainment, and consumer goods. Composition changes are rare, and generally occur only after corporate acquisitions or other dramatic shifts in a component's core business. When such an event necessitates that one component be replaced, the entire Index is reviewed.

During the year ended December 31, 2023, the Fund invested in swap agreements as a substitute for shorting stocks in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP UltraShort Dow 30 from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP UltraShort Dow 30		-18.76	%		-27.98	%		-25.26	%
Dow Jones Industrial Average^®		16.18	%		12.47	%		11.08	%

Expense Ratios**

Fund		Gross				Net
ProFund VP UltraShort Dow 30			1.37	%			1.37	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	)%
Total Exposure		(200	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP UltraShort Dow 30 primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Dow Jones Industrial Average^® – Composition

	% of Index
Financials		21	%
Information Technology		19	%
Health Care		19	%
Industrials		15	%
Consumer Discretionary		13	%
Consumer Staples		7	%
Energy		3	%
Communication Services		2	%
Materials		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

54 :: ProFund VP UltraShort Nasdaq-100 :: Management Discussion of Fund Performance

ProFund VP UltraShort Nasdaq-100 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the return of the Nasdaq-100^®Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (-2x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2023, the Fund had a total return of -57.49%. For the same period, the Index had a total return of 55.13%¹and a volatility of 18.07%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to twice the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as twice the inverse of the daily return of the Index. The Index, a modified market capitalization-weighted index, includes 100 of the largest non-financial domestic and international issues listed on Nasdaq.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP UltraShort Nasdaq-100 from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP UltraShort Nasdaq-100		-57.49	%		-44.28	%		-36.98	%
Nasdaq-100^®Index		55.13	%		22.66	%		17.91	%

Expense Ratios**

Fund		Gross				Net
ProFund VP UltraShort Nasdaq-100			1.75	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(201	)%
Total Exposure		(201	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP UltraShort Nasdaq-100 primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Nasdaq-100^® Index – Composition

	% of Index
Information Technology		50	%
Communication Services		15	%
Consumer Discretionary		14	%
Consumer Staples		7	%
Health Care		7	%
Industrials		5	%
Utilities		1	%
Financials		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP UltraSmall-Cap :: 55

ProFund VP UltraSmall-Cap (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Russell 2000^® Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (2x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index rises. For the year ended December 31, 2023, the Fund had a total return of 22.54%. For the same period, the Index had a total return of 16.93%¹ and a volatility of 20.02%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to twice that of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as twice the daily return of the Index. The Index is a measure of small-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 10% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 97% of the investable U.S. equity market.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP UltraSmall-Cap from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP UltraSmall-Cap		22.54	%		7.83	%		5.49	%
Russell 2000^® Index		16.93	%		9.97	%		7.16	%

Expense Ratios**

Fund		Gross				Net
ProFund VP UltraSmall-Cap			1.84	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		69	%
Futures Contracts		2	%
Swap Agreements		129	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Super Micro Computer, Inc.		0.4	%
Simpson Manufacturing Co., Inc.		0.2	%
elf Beauty, Inc.		0.2	%
MicroStrategy, Inc.		0.2	%
Cytokinetics, Inc.		0.2	%

Russell 2000^® Index – Composition

	% of Index
Financials		18	%
Industrials		17	%
Health Care		15	%
Information Technology		14	%
Consumer Discretionary		11	%
Energy		7	%
Real Estate		6	%
Materials		4	%
Consumer Staples		3	%
Utilities		3	%
Communication Services		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	²	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

56 :: ProFund VP U.S. Government Plus :: Management Discussion of Fund Performance

ProFund VP U.S. Government Plus (the "Fund") seeks daily investment results, before fees and expenses, that correspond to one and one-quarter times (1.25x) the daily movement of the most recently issued 30-Year U.S. Treasury Bond ( the "Long Bond") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple (1.25x) times the return of the Long Bond for the same period. For periods longer than a single day, the Fund will lose money if the Long Bond's performance is flat, and it is possible that the Fund will lose money even if the level of the Long Bond rises. For the year ended December 31, 2023, the Fund had a total return of 0.04%. For the same period, the Long Bond, as measured by the S&P U.S. Treasury Bond Current 30-Year Total Return Index^1,2, had a total return of 2.41%³and a volatility of 17.77%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to one and one-quarter times the daily price movement of the Long Bond.⁴

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as one and one-quarter times the daily price movement of the Long Bond. The Long Bond is the longest term outstanding 30-year bond issued by the U.S. Treasury. As of December 31, 2023, the most recent Long Bond carried a maturity date of 11/15/53 and a 4.75% coupon.

During the year ended December 31, 2023, the Fund invested in swap agreements and futures contracts as in addition to investing directly in bonds in order to gain leveraged exposure to the Long Bond. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP U.S. Government Plus from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP U.S. Government Plus		0.04	%		-5.01	%		0.27	%
S&P U.S. Treasury Bond Current 30-Year Total Return Index		2.41	%		-2.28	%		1.95	%
Ryan Labs Returns Treasury Yield Curve 30 Year Index¹		-3.00	%		-3.86	%		0.97	%

Expense Ratios**

Fund		Gross				Net
ProFund VP U.S. Government Plus			1.43	%			1.38	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings

Market Exposure

Investment Type	% of Net Assets
Fixed Income Securities		37	%
Swap Agreements		87	%
Total Exposure		124	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP U.S. Government Plus primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

	¹	In December 2023, the Ryan Labs Returns Treasury Yield Curve 30 Year Index was discontinued and replaced. The Advisor subsequently used the S&P U.S. Treasury Bond Current 30-Year Total Return Index to measure performance of the Long Bond. Total return for the Ryan Labs Returns Treasury Yield Curve 30 Year Index is for the period through the day the index was discontinued.
	²	The S&P U.S. Treasury Bond Current 30-Year Index is a one-security index comprising the most recently issued 30-year U.S. Treasury bond. This Index reflects both price return and yield. It does not reflect the impact of transaction costs nor the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. It is not possible to invest directly in an index.
	³	The Long Bond reflects a yield component. It does not reflect the impact of transaction and financing costs, nor the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. The Fund's performance reflects a yield component, the impact of transaction and financing costs and the deduction of fees and expenses.
	⁴	1.00 equals perfect correlation. This calculation is based on the daily total return of the Long Bond and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Management Discussion of Fund Performance :: ProFund VP Utilities :: 57

ProFund VP Utilities (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the S&P Utilities Select Sector Index¹ (the "Index"). For the year ended December 31, 2023, the Fund had a total return of -8.59%. For the same period, the Index had a return of -7.08%²and a volatility of 17.82%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index represents the utilities sector of the S&P 500^®. The Index includes equity securities of companies from the following industries: electric utilities; gas utilities; multi-utilities; water utilities; and independent power and renewable electricity producers.

Value of a $10,000 Investment at Net Asset Value*

The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Utilities from December 31, 2013 to December 31, 2023, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/23

Fund	One Year			Five Year			Ten Year
ProFund VP Utilities		-8.59	%		4.76	%		6.89	%
S&P Utilities Select Sector Index		-7.08	%		7.12	%		8.93	%
S&P 500^®		26.29	%		15.69	%		12.03	%
Dow Jones U.S. Utilities^SM Index		-7.19	%		6.56	%		8.71	%

Expense Ratios**

Fund		Gross				Net
ProFund VP Utilities			1.71	%			1.68	%

Reflects the expense ratio as reported in the Prospectus dated May 1, 2023. Contractual fee waivers are in effect through April 30, 2024. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		98	%
Swap Agreements		2	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
NextEra Energy, Inc.		13.0	%
The Southern Co.		8.0	%
Duke Energy Corp.		7.8	%
Sempra		4.9	%
American Electric Power Co., Inc.		4.5	%

S&P Utilities Select Sector Index – Composition

	% of Index
Electric Utilities		66	%
Multi-Utilities		28	%
Water Utilities		3	%
Gas Utilities		2	%
Independent Power and Renewable Electricity Producers		1	%

	¹	As of the close of business on March 17, 2023, the Fund's underlying benchmark index changed from the Dow Jones U.S. Utilities^SM Index to the S&P Utilities Select Sector Index. The advisor believes that the benchmark change will align the Fund with a leading S&P sector index that utilizes the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate the Fund into their portfolios.
	²	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
	³	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
	⁴	The S&P 500^®is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

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Expense Examples

60 :: Expense Examples (unaudited)

As a ProFund VP shareholder, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees; distribution fees; and other ProFund VP expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in a ProFund VP and to compare these costs with the ongoing cost of investing in other mutual funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the examples are useful in comparing ongoing costs only and will not help you determine the relative total cost of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. These examples also do not reflect fees associated with insurance company or insurance contracts. If those fees were reflected, expenses would be higher.

Actual Expenses

The actual examples are based on an investment of $1,000 invested at the beginning of a six-month period and held for the entire period ended December 31, 2023.

The columns below under the heading entitled "Actual" provide information about actual account values and actual expenses. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purpose

The hypothetical expense examples are based on an investment of $1,000 invested at the beginning of a six-month period and held throughout the period ended December 31, 2023.

The columns below under the heading entitled "Hypothetical" provide information about hypothetical account values and hypothetical expenses based on each ProFund VP's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not each ProFund VP's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your ProFund VP and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

						Actual				Hypothetical (5% return before expenses)
	Annualized Expense Ratio			Beginning Account Value 7/1/23		Ending Account Value 12/31/23		Expenses Paid During the Period*		Ending Account Value 12/31/23		Expenses Paid During the Period*
ProFund Access VP High Yield		1.68	%	$	1,000.00	$	1,061.50	$	8.73	$	1,016.74	$	8.54
ProFund VP Asia 30		1.68	%		1,000.00		1,028.40		8.59		1,016.74		8.54
ProFund VP Banks		1.68	%		1,000.00		1,291.60		9.70		1,016.74		8.54
ProFund VP Bear		1.68	%		1,000.00		961.90		8.31		1,016.74		8.54
ProFund VP Biotechnology		1.62	%		1,000.00		1,069.10		8.45		1,017.04		8.24
ProFund VP Bull		1.68	%		1,000.00		1,069.00		8.76		1,016.74		8.54
ProFund VP Communication Services^†		1.68	%		1,000.00		1,113.70		8.95		1,016.74		8.54
ProFund VP Consumer Discretionary^†		1.68	%		1,000.00		1,047.90		8.67		1,016.74		8.54
ProFund VP Consumer Staples^†		1.68	%		1,000.00		976.60		8.37		1,016.74		8.54
ProFund VP Dow 30		1.61	%		1,000.00		1,095.00		8.50		1,017.09		8.19
ProFund VP Emerging Markets		1.68	%		1,000.00		1,071.30		8.77		1,016.74		8.54
ProFund VP Energy^†		1.68	%		1,000.00		1,042.10		8.65		1,016.74		8.54
ProFund VP Europe 30		1.68	%		1,000.00		1,087.70		8.84		1,016.74		8.54
ProFund VP Falling U.S. Dollar		1.68	%		1,000.00		1,023.60		8.57		1,016.74		8.54
ProFund VP Financials		1.68	%		1,000.00		1,117.20		8.97		1,016.74		8.54
ProFund VP Government Money Market		0.90	%		1,000.00		1,022.30		4.59		1,020.67		4.58
ProFund VP Health Care		1.68	%		1,000.00		1,027.10		8.58		1,016.74		8.54
ProFund VP Industrials		1.68	%		1,000.00		1,063.20		8.74		1,016.74		8.54
ProFund VP International		1.68	%		1,000.00		1,042.60		8.65		1,016.74		8.54
ProFund VP Internet		1.68	%		1,000.00		1,137.80		9.05		1,016.74		8.54
ProFund VP Japan		1.68	%		1,000.00		1,016.10		8.54		1,016.74		8.54
ProFund VP Large-Cap Growth		1.68	%		1,000.00		1,063.50		8.74		1,016.74		8.54
ProFund VP Large-Cap Value		1.68	%		1,000.00		1,080.20		8.81		1,016.74		8.54
ProFund VP Materials^†		1.68	%		1,000.00		1,035.50		8.62		1,016.74		8.54
ProFund VP Mid-Cap		1.68	%		1,000.00		1,057.60		8.71		1,016.74		8.54
ProFund VP Mid-Cap Growth		1.68	%		1,000.00		1,055.20		8.70		1,016.74		8.54
ProFund VP Mid-Cap Value		1.68	%		1,000.00		1,067.00		8.75		1,016.74		8.54

Expense Examples (unaudited) :: 61

						Actual				Hypothetical (5% return before expenses)
	Annualized Expense Ratio			Beginning Account Value 7/1/23		Ending Account Value 12/31/23		Expenses Paid During the Period*		Ending Account Value 12/31/23		Expenses Paid During the Period*
ProFund VP Nasdaq-100		1.68	%	$	1,000.00	$	1,102.30	$	8.90	$	1,016.74	$	8.54
ProFund VP Pharmaceuticals		1.68	%		1,000.00		1,013.50		8.53		1,016.74		8.54
ProFund VP Precious Metals		1.68	%		1,000.00		1,021.70		8.56		1,016.74		8.54
ProFund VP Real Estate		1.68	%		1,000.00		1,072.70		8.78		1,016.74		8.54
ProFund VP Rising Rates Opportunity		1.66	%		1,000.00		1,047.80		8.57		1,016.84		8.44
ProFund VP Semiconductor		1.68	%		1,000.00		1,166.80		9.18		1,016.74		8.54
ProFund VP Short Dow 30		1.68	%		1,000.00		937.40		8.20		1,016.74		8.54
ProFund VP Short Emerging Markets		1.68	%		1,000.00		944.00		8.23		1,016.74		8.54
ProFund VP Short International		1.68	%		1,000.00		979.90		8.38		1,016.74		8.54
ProFund VP Short Mid-Cap		1.68	%		1,000.00		964.70		8.32		1,016.74		8.54
ProFund VP Short Nasdaq-100		1.68	%		1,000.00		925.30		8.15		1,016.74		8.54
ProFund VP Short Small-Cap		1.68	%		1,000.00		947.00		8.24		1,016.74		8.54
ProFund VP Small-Cap		1.68	%		1,000.00		1,072.20		8.77		1,016.74		8.54
ProFund VP Small-Cap Growth		1.68	%		1,000.00		1,084.40		8.83		1,016.74		8.54
ProFund VP Small-Cap Value		1.68	%		1,000.00		1,084.20		8.83		1,016.74		8.54
ProFund VP Technology		1.64	%		1,000.00		1,102.50		8.69		1,016.94		8.34
ProFund VP UltraBull		1.68	%		1,000.00		1,113.90		8.95		1,016.74		8.54
ProFund VP UltraMid-Cap		1.68	%		1,000.00		1,086.50		8.84		1,016.74		8.54
ProFund VP UltraNasdaq-100		1.68	%		1,000.00		1,175.50		9.21		1,016.74		8.54
ProFund VP UltraShort Dow 30		1.51	%		1,000.00		860.10		7.08		1,017.59		7.68
ProFund VP UltraShort Nasdaq-100		1.68	%		1,000.00		826.30		7.73		1,016.74		8.54
ProFund VP UltraSmall-Cap		1.68	%		1,000.00		1,106.60		8.92		1,016.74		8.54
ProFund VP U.S. Government Plus		1.38	%		1,000.00		964.60		6.83		1,018.25		7.02
ProFund VP Utilities		1.68	%		1,000.00		976.90		8.37		1,016.74		8.54

	*	Expenses are equal to the average account value over the period multiplied by the ProFund VP's annualized expense ratio, multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
	^†	As described in Note 1 of the Notes to Financial Statements, effective March 17, 2023, this ProFund VP's name changed due to a change to its underlying benchmark index.

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Schedules of Portfolio Investments

64 :: ProFund Access VP High Yield :: Schedule of Portfolio Investments :: December 31, 2023

U.S. Treasury Obligation (47.5%)

	Principal Amount		Value
U.S. Treasury Notes, 4.38%, 11/30/28	$	7,650,000	$	7,836,768
TOTAL U.S. TREASURY OBLIGATION (Cost $7,714,597)				7,836,768

Repurchase Agreements^(a) (46.0%)

Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $7,581,358	7,577,000		7,577,000
TOTAL REPURCHASE AGREEMENTS (Cost $7,577,000)			7,577,000
TOTAL INVESTMENT SECURITIES (Cost $15,291,597)—93.5%			15,413,768
Net other assets (liabilities)—6.5%			1,066,767
NET ASSETS—100.0%		$	16,480,535

^(a)

The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Futures Contracts Purchased

		Number of Contracts				Expiration Date		Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
5-Year U.S. Treasury Note Futures Contracts			22			4/1/24		$	2,391,125			$	48,526

Centrally Cleared Swap Agreements

Credit Default Swap Agreements—Sell Protection⁽¹⁾

Underlying Instrument*		Payment Frequency		Fixed Deal Receive Rate				Maturity Date			Implied Credit Spread at December 31, 2023⁽²⁾			Notional Amount⁽³⁾				Value				Premiums Paid (Received)				Unrealized Appreciation/ (Depreciation)				Variation Margin
CDX North America High Yield Index Swap Agreement, Series 41		Daily			5.00	%		12/20/28			3.53	%		$	12,582,900	**		$	739,298			$	179,274			$	560,024			$	(8,856	)

As of December 31, 2023, the CDX North America High Yield Index included securities which had defaulted and represented 1% of the Index.

Reflects the notional amount after the default of securities.

⁽¹⁾

When a credit event occurs as defined under the terms of the swap agreement, the Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity and take delivery of the reference entity or (ii) pay a net amount equal to the par value of the defaulted reference entity less its recovery value.

⁽²⁾

Implied credit spread, represented in absolute terms, utilized in determining the value of the credit default swap agreements as of period end will serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default or other credit event for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.

⁽³⁾

The notional amount represents the maximum potential amount the Fund could be required pay as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement, for each security included in the CDX North America High Yield Index.

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Asia 30 :: 65

Common Stocks (100.2%)

	Shares		Value
Alibaba Group Holding, Ltd.^ADR (Broadline Retail)		10,815	$	838,271
ASE Technology Holding Co., Ltd.^ADR (Semiconductors & Semiconductor Equipment)		44,770		421,286
Baidu, Inc.*^ADR (Interactive Media & Services)		4,350		518,041
BHP Group, Ltd.^ADR (Metals & Mining)		16,192		1,106,076
Bilibili, Inc.*^ADR(a) (Entertainment)		29,726		361,765
Daqo New Energy Corp.*^ADR (Semiconductors & Semiconductor Equipment)		12,809		340,719
Dr. Reddy’s Laboratories, Ltd.^ADR(Pharmaceuticals)		5,619		390,970
Full Truck Alliance Co., Ltd.*^ADR (Ground Transportation)		52,383		367,205
Futu Holdings, Ltd.*^ADR (Capital Markets)		6,706		366,349
HDFC Bank, Ltd.^ADR (Banks)		16,253		1,090,738
ICICI Bank, Ltd.^ADR (Banks)		29,303		698,584
Infosys, Ltd.^ADR (IT Services)		28,699		527,488
iQIYI, Inc.*^ADR (Entertainment)		72,865		355,581
JD.com, Inc.^ADR (Broadline Retail)		18,609		537,614
JinkoSolar Holding Co., Ltd.^ADR (Semiconductors & Semiconductor Equipment)		9,123		337,004
Kanzhun, Ltd.^ADR (Interactive Media & Services)		22,234		369,307
KE Holdings, Inc.^ADR (Real Estate Management & Development)		25,859		419,174
Li Auto, Inc.*^ADR (Automobiles)		13,655		511,107
Lufax Holding, Ltd.^ADR (Consumer Finance)		113,044		347,046
NetEase, Inc.^ADR (Entertainment)		6,586		613,551
New Oriental Education & Technology Group, Inc.*^ADR (Diversified Consumer Services)		5,377		394,027
NIO, Inc.*^ADR(a) (Automobiles)		44,347		402,227
POSCO Holdings, Inc.^ADR (Metals & Mining)		3,202		304,542
Sea, Ltd.*^ADR (Entertainment)		10,694		433,107
Taiwan Semiconductor Manufacturing Co., Ltd.^ADR (Semiconductors & Semiconductor Equipment)		10,875		1,131,000
Tencent Music Entertainment Group*^ADR (Entertainment)		45,556		410,460
Trip.com Group, Ltd.*^ADR (Hotels, Restaurants & Leisure)		12,265		441,663
United Microelectronics Corp.^ADR(a) (Semiconductors & Semiconductor Equipment)		49,966		422,712
XPeng, Inc.*^ADR(a) (Automobiles)		27,370		399,328
ZTO Express Cayman, Inc.^ADR (Air Freight & Logistics)		19,455		414,002
TOTAL COMMON STOCKS (Cost $10,292,773)				15,270,944

Repurchase Agreements^(b) (0.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $36,021	$	36,000	$	36,000
TOTAL REPURCHASE AGREEMENTS (Cost $36,000)				36,000

Collateral for Securities Loaned^(c) (10.2%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(d)		1,553,457	$	1,553,457
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $1,553,457)				1,553,457
TOTAL INVESTMENT SECURITIES (Cost $11,882,230)—110.6%				16,860,401
Net other assets (liabilities)—(10.6)%				(1,615,362	)
NET ASSETS—100.0%			$	15,245,039

Non-income producing security.

^(a)

All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $1,350,881.

^(b)

^(c)

Securities were purchased with cash collateral held from securities on loan at December 31, 2023.

^(d)

Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.

^ADR

American Depositary Receipt

ProFund VP Asia 30 invested in the following industries as of December 31, 2023:

	Value			% of Net Assets
Air Freight & Logistics	$	414,002			2.7	%
Automobiles		1,312,662			8.6	%
Banks		1,789,322			11.7	%
Broadline Retail		1,375,885			9.0	%
Capital Markets		366,349			2.4	%
Consumer Finance		347,046			2.3	%
Diversified Consumer Services		394,027			2.6	%
Entertainment		2,174,464			14.3	%
Ground Transportation		367,205			2.4	%
Hotels, Restaurants & Leisure		441,663			2.9	%
Interactive Media & Services		887,348			5.8	%
IT Services		527,488			3.5	%
Metals & Mining		1,410,618			9.3	%
Pharmaceuticals		390,970			2.6	%
Real Estate Management & Development		419,174			2.7	%
Semiconductors & Semiconductor Equipment		2,652,721			17.4	%
Other**		(25,905	)		(0.2	)%
Total	$	15,245,039			100.0	%

ProFund VP Asia 30 invested in securities with exposure to the following countries as of December 31, 2023:

	Value			% of Net Assets
Australia	$	1,106,076			7.3	%
China		8,744,441			57.3	%
India		2,707,780			17.8	%
Singapore		433,107			2.8	%
South Korea		304,542			2.0	%
Taiwan		1,974,998			13.0	%
Other**		(25,905	)		(0.2	)%
Total	$	15,245,039			100.0	%

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

66 :: ProFund VP Banks :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (99.2%)

	Shares		Value
Ameris Bancorp (Banks)		776	$	41,167
Apollo Global Management, Inc. (Financial Services)		970		90,394
Associated Banc-Corp. (Banks)		3,622		77,475
Atlantic Union Bankshares Corp. (Banks)		750		27,405
Axos Financial, Inc.* (Banks)		1,338		73,055
Bank of America Corp. (Banks)		2,886		97,172
Bank of Hawaii Corp.^(a) (Banks)		758		54,925
Bank OZK (Banks)		1,626		81,024
BankUnited, Inc. (Banks)		1,473		47,769
Banner Corp. (Banks)		371		19,871
BOK Financial Corp. (Banks)		435		37,258
Cadence Bank (Banks)		2,728		80,722
Cathay General Bancorp (Banks)		797		35,522
Citigroup, Inc. (Banks)		1,827		93,981
Citizens Financial Group, Inc. (Banks)		3,017		99,982
Columbia Banking System, Inc. (Banks)		2,847		75,958
Comerica, Inc. (Banks)		1,788		99,787
Commerce Bancshares, Inc. (Banks)		1,244		66,442
Community Bank System, Inc. (Banks)		640		33,350
Corebridge Financial, Inc. (Financial Services)		4,390		95,087
Cullen/Frost Bankers, Inc. (Banks)		871		94,495
CVB Financial Corp. (Banks)		1,766		35,656
East West Bancorp, Inc. (Banks)		1,302		93,679
Eastern Bankshares, Inc. (Banks)		1,708		24,254
Equitable Holdings, Inc. (Financial Services)		2,782		92,641
Essent Group, Ltd. (Financial Services)		1,066		56,221
F.N.B. Corp. (Banks)		4,402		60,616
Fifth Third Bancorp (Banks)		2,859		98,606
First Bancorp (Banks)		2,161		35,548
First Citizens BancShares, Inc.—Class A (Banks)		62		87,976
First Financial Bancorp (Banks)		602		14,298
First Financial Bankshares, Inc. (Banks)		1,202		36,421
First Hawaiian, Inc. (Banks)		1,978		45,217
First Horizon Corp. (Banks)		6,556		92,827
First Interstate BancSystem, Inc.—Class A (Banks)		1,202		36,962
First Merchants Corp. (Banks)		346		12,830
Fulton Financial Corp. (Banks)		2,223		36,591
Glacier Bancorp, Inc. (Banks)		1,375		56,815
Hancock Whitney Corp. (Banks)		1,244		60,446
Hilltop Holdings, Inc. (Banks)		579		20,387
Home BancShares, Inc. (Banks)		2,060		52,180
Huntington Bancshares, Inc. (Banks)		7,452		94,789
Independent Bank Corp. (Banks)		440		28,956
Independent Bank Group, Inc. (Banks)		480		24,422
International Bancshares Corp. (Banks)		402		21,837
Jackson Financial, Inc.—Class A (Financial Services)		1,717		87,910
JPMorgan Chase & Co. (Banks)		564		95,936
KeyCorp (Banks)		6,738		97,027
Lakeland Financial Corp. (Banks)		228		14,856
M&T Bank Corp. (Banks)		674		92,392
MGIC Investment Corp. (Financial Services)		3,979		76,755
Mr. Cooper Group, Inc.* (Financial Services)		1,164		75,800
New York Community Bancorp, Inc. (Banks)		9,173		93,840
NMI Holdings, Inc.*—Class A (Financial Services)		1,169		34,696
Northern Trust Corp. (Capital Markets)		1,111		93,746
Old National Bancorp (Banks)		3,733		63,050
Pacific Premier Bancorp, Inc. (Banks)		951		27,684
PennyMac Financial Services, Inc. (Financial Services)		495		43,743
Pinnacle Financial Partners, Inc. (Banks)		913		79,632
Popular, Inc. (Banks)		737		60,486
Prosperity Bancshares, Inc. (Banks)		1,292		87,507
Radian Group, Inc. (Financial Services)		2,897		82,709
Regions Financial Corp. (Banks)		5,123		99,283
Renasant Corp. (Banks)		423		14,247
Seacoast Banking Corp. of Florida (Banks)		860		24,476
ServisFirst Bancshares, Inc. (Banks)		398		26,519
Simmons First National Corp.—Class A (Banks)		1,106		21,943
SouthState Corp. (Banks)		855		72,205
Synovus Financial Corp. (Banks)		2,494		93,899
Texas Capital Bancshares, Inc.* (Banks)		1,012		65,406
The Bancorp, Inc.* (Banks)		607		23,406
The Bank of New York Mellon Corp. (Capital Markets)		1,821		94,783
The PNC Financial Services Group, Inc. (Banks)		635		98,330
Triumph Financial, Inc.* (Banks)		293		23,493
Truist Financial Corp. (Banks)		2,603		96,103
Trustmark Corp. (Banks)		561		15,641
U.S. Bancorp (Banks)		2,210		95,649
UMB Financial Corp. (Banks)		583		48,710
United Bankshares, Inc. (Banks)		1,262		47,388
United Community Banks, Inc. (Banks)		1,297		37,950
Valley National Bancorp (Banks)		6,668		72,414
Voya Financial, Inc. (Financial Services)		1,229		89,668
Walker & Dunlop, Inc. (Financial Services)		377		41,851
Washington Federal, Inc. (Banks)		723		23,830
Webster Financial Corp. (Banks)		1,865		94,667
Wells Fargo & Co. (Banks)		1,938		95,388
WesBanco, Inc. (Banks)		324		10,164
Western Alliance Bancorp (Banks)		1,579		103,881
Wintrust Financial Corp. (Banks)		718		66,595
WSFS Financial Corp. (Banks)		484		22,230
Zions Bancorp NA (Banks)		2,295		100,681
TOTAL COMMON STOCKS (Cost $3,830,582)				5,571,585

Repurchase Agreements^(b) (1.9%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $108,062	$	108,000	$	108,000
TOTAL REPURCHASE AGREEMENTS (Cost $108,000)				108,000

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Banks :: 67

Collateral for Securities Loaned^(c) (0.4%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(d)		21,291	$	21,291
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $21,291)				21,291
TOTAL INVESTMENT SECURITIES (Cost $3,959,873)—101.5%				5,700,876
Net other assets (liabilities)—(1.5)%				(85,545	)
NET ASSETS—100.0%			$	5,615,331

Non-income producing security.

^(a)

All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $20,434.

^(b)

^(c)

Securities were purchased with cash collateral held from securities on loan at December 31, 2023.

^(d)

Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾			Rate Paid (Received)⁽²⁾			Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Banks Select Industry Index		Goldman Sachs International		1/23/24			5.93	%		$	49,875			$	(1,982	)

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Banks invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Banks	$	4,515,581		80.4	%
Capital Markets		188,529		3.4	%
Financial Services		867,475		15.4	%
Other**		43,746		0.8	%
Total	$	5,615,331		100.0	%

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

68 :: ProFund VP Bear :: Schedule of Portfolio Investments :: December 31, 2023

Repurchase Agreements^(a)(b) (113.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $3,115,791	$	3,114,000	$	3,114,000
TOTAL REPURCHASE AGREEMENTS (Cost $3,114,000)				3,114,000
TOTAL INVESTMENT SECURITIES (Cost $3,114,000)—113.1%				3,114,000
Net other assets (liabilities)—(13.1)%				(360,330	)
NET ASSETS—100.0%			$	2,753,670

^(a)

A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2023, the aggregate amount held in a segregated account was $460,000.

^(b)

Futures Contracts Sold

		Number of Contracts		Expiration Date		Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
E-Mini S&P 500 Futures Contracts		2		3/18/24		$	(482,000	)		$	(19,479	)

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
S&P 500	Goldman Sachs International	1/29/24		(5.68	)%	$	(104,936	)	$	1,204
S&P 500	UBS AG	1/29/24		(5.48	)%		(2,165,980	)		5,647
						$	(2,270,916	)	$	6,851

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Biotechnology :: 69

Common Stocks (98.4%)

	Shares		Value
4D Molecular Therapeutics, Inc.* (Biotechnology)		4,790	$	97,045
89bio, Inc.* (Biotechnology)		25,428		284,031
AbbVie, Inc. (Biotechnology)		3,371		522,404
ACADIA Pharmaceuticals, Inc.* (Biotechnology)		23,985		750,970
ADMA Biologics, Inc.* (Biotechnology)		30,509		137,901
Agios Pharmaceuticals, Inc.* (Biotechnology)		8,599		191,500
Akero Therapeutics, Inc.* (Biotechnology)		25,325		591,339
Alector, Inc.* (Biotechnology)		10,701		85,394
Alkermes PLC* (Biotechnology)		19,445		539,404
Alnylam Pharmaceuticals, Inc.* (Biotechnology)		2,960		566,574
Alpine Immune Sciences, Inc.* (Biotechnology)		4,492		85,618
Amgen, Inc. (Biotechnology)		1,870		538,597
Amicus Therapeutics, Inc.* (Biotechnology)		44,579		632,576
Anavex Life Sciences Corp.*^(a) (Biotechnology)		13,005		121,077
Apellis Pharmaceuticals, Inc.* (Biotechnology)		8,013		479,658
Arcellx, Inc.* (Biotechnology)		6,274		348,207
Arcturus Therapeutics Holdings, Inc.* (Biotechnology)		6,343		199,995
Arcus Biosciences, Inc.* (Biotechnology)		14,092		269,157
Ardelyx, Inc.* (Biotechnology)		77,097		478,001
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		20,464		626,198
Avid Bioservices, Inc.* (Biotechnology)		21,364		138,866
Avidity Biosciences, Inc.* (Biotechnology)		10,998		99,532
Beam Therapeutics, Inc.* (Biotechnology)		19,041		518,296
BioCryst Pharmaceuticals, Inc.* (Biotechnology)		53,559		320,818
Biogen, Inc.* (Biotechnology)		2,103		544,193
Biohaven, Ltd.* (Biotechnology)		15,222		651,502
BioMarin Pharmaceutical, Inc.* (Biotechnology)		5,415		522,114
Biomea Fusion, Inc.*^(a) (Biotechnology)		5,699		82,749
Bluebird Bio, Inc.* (Biotechnology)		73,116		100,900
Blueprint Medicines Corp.* (Biotechnology)		6,802		627,416
Bridgebio Pharma, Inc.* (Biotechnology)		15,474		624,685
Cabaletta Bio, Inc.* (Biotechnology)		11,729		266,248
CareDx, Inc.* (Biotechnology)		10,672		128,064
Caribou Biosciences, Inc.* (Biotechnology)		21,401		122,628
Catalyst Pharmaceuticals, Inc.* (Biotechnology)		19,739		331,813
Celldex Therapeutics, Inc.* (Biotechnology)		8,297		329,059
Cerevel Therapeutics Holdings, Inc.* (Biotechnology)		7,930		336,232
Cogent Biosciences, Inc.* (Biotechnology)		16,179		95,133
Crinetics Pharmaceuticals, Inc.* (Biotechnology)		13,692		487,161
CRISPR Therapeutics AG*^(a) (Biotechnology)		7,797		488,092
Cytokinetics, Inc.* (Biotechnology)		14,757		1,232,063
Day One Biopharmaceuticals, Inc.* (Biotechnology)		13,248		193,421
Deciphera Pharmaceuticals, Inc.* (Biotechnology)		7,824		126,201
Denali Therapeutics, Inc.* (Biotechnology)		18,046		387,267
Disc Medicine, Inc.* (Biotechnology)		2,234		129,036
Dynavax Technologies Corp.* (Biotechnology)		30,285		423,384
Dyne Therapeutics, Inc.* (Biotechnology)		9,193		122,267
Editas Medicine, Inc.* (Biotechnology)		19,952		202,114
Exact Sciences Corp.* (Biotechnology)		7,784		575,860
Exelixis, Inc.* (Biotechnology)		22,873		548,723
Geron Corp.* (Biotechnology)		93,550		197,391
Gilead Sciences, Inc. (Biotechnology)		6,368		515,872
Halozyme Therapeutics, Inc.* (Biotechnology)		12,596		465,548
Ideaya Biosciences, Inc.* (Biotechnology)		10,838		385,616
ImmunityBio, Inc.*^(a) (Biotechnology)		41,465		208,154
ImmunoGen, Inc.* (Biotechnology)		17,228		510,810
Immunovant, Inc.* (Biotechnology)		12,840		540,949
Incyte Corp.* (Biotechnology)		9,200		577,668
Inhibrx, Inc.* (Biotechnology)		5,786		219,868
Insmed, Inc.* (Biotechnology)		17,998		557,758
Intellia Therapeutics, Inc.* (Biotechnology)		17,346		528,880
Ionis Pharmaceuticals, Inc.* (Biotechnology)		10,327		522,443
Iovance Biotherapeutics, Inc.* (Biotechnology)		69,924		568,482
Ironwood Pharmaceuticals, Inc.* (Biotechnology)		39,334		449,981
Karuna Therapeutics, Inc.* (Biotechnology)		2,449		775,133
Keros Therapeutics, Inc.* (Biotechnology)		3,659		145,482
Kiniksa Pharmaceuticals, Ltd.*—Class A (Biotechnology)		5,373		94,242
Krystal Biotech, Inc.* (Biotechnology)		4,709		584,199
Kura Oncology, Inc.* (Biotechnology)		8,480		121,942
Kymera Therapeutics, Inc.* (Biotechnology)		6,736		171,499
MacroGenics, Inc.* (Biotechnology)		5,309		51,073
Madrigal Pharmaceuticals, Inc.* (Biotechnology)		2,416		559,014
MannKind Corp.* (Biotechnology)		45,798		166,705
MiMedx Group, Inc.* (Biotechnology)		10,183		89,305
Mirati Therapeutics, Inc.* (Biotechnology)		8,908		523,345
Mirum Pharmaceuticals, Inc.* (Biotechnology)		7,307		215,703
Moderna, Inc.* (Biotechnology)		6,299		626,436
Morphic Holding, Inc.* (Biotechnology)		11,363		328,163
Myriad Genetics, Inc.* (Biotechnology)		9,602		183,782
Natera, Inc.* (Biotechnology)		8,654		542,087
Neurocrine Biosciences, Inc.* (Biotechnology)		4,291		565,382
Novavax, Inc.*^(a) (Biotechnology)		90,342		433,642
Nuvalent, Inc.*—Class A (Biotechnology)		7,122		524,108
Protagonist Therapeutics, Inc.* (Biotechnology)		9,414		215,863
Prothena Corp. PLC* (Biotechnology)		11,625		422,453
PTC Therapeutics, Inc.* (Biotechnology)		19,049		524,990
RAPT Therapeutics, Inc.* (Biotechnology)		5,132		127,530
Recursion Pharmaceuticals, Inc.*^(a) — Class A (Biotechnology)		56,588		557,958
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		599		526,096
REGENXBIO, Inc.* (Biotechnology)		6,756		121,270
Relay Therapeutics, Inc.* (Biotechnology)		18,413		202,727
Replimune Group, Inc.* (Biotechnology)		25,942		218,691
REVOLUTION Medicines, Inc.* (Biotechnology)		20,464		586,908
Rhythm Pharmaceuticals, Inc.* (Biotechnology)		6,835		314,205
Rocket Pharmaceuticals, Inc.* (Biotechnology)		11,703		350,739
Roivant Sciences, Ltd.* (Biotechnology)		51,192		574,886

See accompanying notes to financial statements.

70 :: ProFund VP Biotechnology :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Sage Therapeutics, Inc.* (Biotechnology)		17,202	$	372,767
Sana Biotechnology, Inc.* (Biotechnology)		24,286		99,087
Sarepta Therapeutics, Inc.* (Biotechnology)		5,782		557,558
Scholar Rock Holding Corp.* (Biotechnology)		6,036		113,477
Soleno Therapeutics, Inc.* (Biotechnology)		2,908		117,047
SpringWorks Therapeutics, Inc.* (Biotechnology)		8,102		295,723
Syndax Pharmaceuticals, Inc.* (Biotechnology)		22,576		487,867
TG Therapeutics, Inc.* (Biotechnology)		32,011		546,748
Travere Therapeutics, Inc.* (Biotechnology)		24,054		216,245
Twist Bioscience Corp.* (Biotechnology)		12,869		474,351
Ultragenyx Pharmaceutical, Inc.* (Biotechnology)		12,438		594,785
uniQure N.V.* (Biotechnology)		20,669		139,929
United Therapeutics Corp.* (Biotechnology)		2,083		458,031
Vaxcyte, Inc.* (Biotechnology)		8,880		557,664
Vera Therapeutics, Inc.* (Biotechnology)		9,572		147,217
Veracyte, Inc.* (Biotechnology)		8,938		245,884
Vericel Corp.* (Biotechnology)		5,931		211,203
Vertex Pharmaceuticals, Inc.* (Biotechnology)		1,437		584,701
Verve Therapeutics, Inc.* (Biotechnology)		17,093		238,276
Viking Therapeutics, Inc.* (Biotechnology)		23,165		431,101
Vir Biotechnology, Inc.* (Biotechnology)		22,362		224,962
Viridian Therapeutics, Inc.* (Biotechnology)		11,350		247,203
Xencor, Inc.* (Biotechnology)		6,716		142,581
Zentalis Pharmaceuticals, Inc.* (Biotechnology)		20,185		305,803
TOTAL COMMON STOCKS (Cost $33,076,574)				43,806,671

Repurchase Agreements^(b) (3.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24 , total to be received $1,418,816	$	1,418,000	$	1,418,000
TOTAL REPURCHASE AGREEMENTS (Cost $1,418,000)				1,418,000

Collateral for Securities Loaned^(c) (5.0%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(d)		2,225,769	$	2,225,769
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $2,225,769)				2,225,769
TOTAL INVESTMENT SECURITIES (Cost $36,720,343)—106.6%				47,450,440
Net other assets (liabilities)—(6.6)%				(2,916,346	)
NET ASSETS—100.0%			$	44,534,094

Non-income producing security.

^(a)

All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $1,703,297.

^(b)

^(c)

Securities were purchased with cash collateral held from securities on loan at December 31, 2023.

^(d)

Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾		Rate Paid (Received)⁽²⁾				Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Biotechnology Select Industry Index		Goldman Sachs International		1/23/24			5.93	%		$	987,558			$	(4,315	)

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

ProFund VP Biotechnology invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Biotechnology	$	43,806,671		98.4	%
Other**		727,423		1.6	%
Total	$	44,534,094		100.0	%

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Bull :: 71

Common Stocks (76.8%)

	Shares		Value
3M Co. (Industrial Conglomerates)		576	$	62,968
A.O. Smith Corp. (Building Products)		128		10,552
Abbott Laboratories (Health Care Equipment & Supplies)		1,811		199,337
AbbVie, Inc. (Biotechnology)		1,841		285,301
Accenture PLC—Class A (IT Services)		655		229,846
Adobe, Inc.* (Software)		475		283,385
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		1,685		248,386
Aflac, Inc. (Insurance)		555		45,788
Agilent Technologies, Inc. (Life Sciences Tools & Services)		305		42,404
Air Products and Chemicals, Inc. (Chemicals)		232		63,522
Airbnb, Inc.*—Class A (Hotels, Restaurants & Leisure)		453		61,671
Akamai Technologies, Inc.* (IT Services)		157		18,581
Albemarle Corp. (Chemicals)		122		17,627
Alexandria Real Estate Equities, Inc. (Office REITs)		163		20,663
Align Technology, Inc.* (Health Care Equipment & Supplies)		74		20,276
Allegion PLC (Building Products)		92		11,655
Alliant Energy Corp. (Electric Utilities)		266		13,646
Alphabet, Inc.*—Class A (Interactive Media & Services)		6,172		862,168
Alphabet, Inc.*—Class C (Interactive Media & Services)		5,195		732,131
Altria Group, Inc. (Tobacco)		1,845		74,427
Amazon.com, Inc.* (Broadline Retail)		9,485		1,441,151
Amcor PLC (Containers & Packaging)		1,507		14,527
Ameren Corp. (Multi-Utilities)		274		19,821
American Airlines Group, Inc.* (Passenger Airlines)		682		9,371
American Electric Power Co., Inc. (Electric Utilities)		548		44,509
American Express Co. (Consumer Finance)		600		112,404
American International Group, Inc. (Insurance)		732		49,593
American Tower Corp. (Specialized REITs)		486		104,917
American Water Works Co., Inc. (Water Utilities)		203		26,794
Ameriprise Financial, Inc. (Capital Markets)		106		40,262
AMETEK, Inc. (Electrical Equipment)		241		39,738
Amgen, Inc. (Biotechnology)		558		160,715
Amphenol Corp.—Class A (Electronic Equipment, Instruments & Components)		624		61,857
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		520		103,251
ANSYS, Inc.* (Software)		91		33,022
Aon PLC—Class A (Insurance)		209		60,823
APA Corp. (Oil, Gas & Consumable Fuels)		320		11,482
Apple, Inc. (Technology Hardware, Storage & Peripherals)		15,248		2,935,697
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		873		141,487
Aptiv PLC* (Automobile Components)		295		26,468
Arch Capital Group, Ltd.* (Insurance)		389		28,891
Archer-Daniels-Midland Co. (Food Products)		556		40,154
Arista Networks, Inc.* (Communications Equipment)		263		61,939
Arthur J. Gallagher & Co. (Insurance)		225		50,598
Assurant, Inc. (Insurance)		55		9,267
AT&T, Inc. (Diversified Telecommunication Services)		7,457		125,128
Atmos Energy Corp. (Gas Utilities)		155		17,965
Autodesk, Inc.* (Software)		223		54,296
Automatic Data Processing, Inc. (Professional Services)		429		99,944
AutoZone, Inc.* (Specialty Retail)		18		46,541
AvalonBay Communities, Inc. (Residential REITs)		148		27,708
Avery Dennison Corp. (Containers & Packaging)		84		16,981
Axon Enterprise, Inc.* (Aerospace & Defense)		73		18,858
Baker Hughes Co. (Energy Equipment & Services)		1,050		35,889
Ball Corp. (Containers & Packaging)		329		18,925
Bank of America Corp. (Banks)		7,181		241,784
Bath & Body Works, Inc. (Specialty Retail)		237		10,229
Baxter International, Inc. (Health Care Equipment & Supplies)		529		20,451
Becton, Dickinson & Co. (Health Care Equipment & Supplies)		303		73,880
Berkshire Hathaway, Inc.*—Class B (Financial Services)		1,898		676,940
Best Buy Co., Inc. (Specialty Retail)		202		15,813
Biogen, Inc.* (Biotechnology)		151		39,074
Bio-Rad Laboratories, Inc.*—Class A (Life Sciences Tools & Services)		22		7,104
Bio-Techne Corp. (Life Sciences Tools & Services)		165		12,731
BlackRock, Inc. (Capital Markets)		146		118,523
Blackstone, Inc. (Capital Markets)		741		97,012
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		36		127,699
BorgWarner, Inc. (Automobile Components)		245		8,783
Boston Properties, Inc. (Office REITs)		151		10,596
Boston Scientific Corp.* (Health Care Equipment & Supplies)		1,527		88,276
Bristol-Myers Squibb Co. (Pharmaceuticals)		2,122		108,880
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		458		511,243
Broadridge Financial Solutions, Inc. (Professional Services)		123		25,307
Brown & Brown, Inc. (Insurance)		246		17,493
Brown-Forman Corp.—Class B (Beverages)		191		10,906
Builders FirstSource, Inc.* (Building Products)		129		21,535
Bunge Global SA (Food Products)		152		15,344
C.H. Robinson Worldwide, Inc. (Air Freight & Logistics)		122		10,540
Cadence Design Systems, Inc.* (Software)		284		77,353
Caesars Entertainment, Inc.* (Hotels, Restaurants & Leisure)		225		10,548
Camden Property Trust (Residential REITs)		111		11,021
Campbell Soup Co. (Food Products)		205		8,862
Capital One Financial Corp. (Consumer Finance)		397		52,055
Cardinal Health, Inc. (Health Care Providers & Services)		257		25,906
CarMax, Inc.* (Specialty Retail)		165		12,662
Carnival Corp.* (Hotels, Restaurants & Leisure)		1,051		19,486
Carrier Global Corp. (Building Products)		875		50,270

See accompanying notes to financial statements.

72 :: ProFund VP Bull :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Catalent, Inc.* (Pharmaceuticals)		188	$	8,447
Caterpillar, Inc. (Machinery)		532		157,297
Cboe Global Markets, Inc. (Capital Markets)		110		19,642
CBRE Group, Inc.*—Class A (Real Estate Management & Development)		318		29,603
CDW Corp. (Electronic Equipment, Instruments & Components)		140		31,825
Celanese Corp. (Chemicals)		104		16,158
Cencora, Inc. (Health Care Providers & Services)		174		35,736
Centene Corp.* (Health Care Providers & Services)		557		41,335
CenterPoint Energy, Inc. (Multi-Utilities)		658		18,799
Ceridian HCM Holding, Inc.* (Professional Services)		163		10,941
CF Industries Holdings, Inc. (Chemicals)		199		15,821
Charles River Laboratories International, Inc.* (Life Sciences Tools & Services)		54		12,766
Charter Communications, Inc.*—Class A (Media)		105		40,811
Chevron Corp. (Oil, Gas & Consumable Fuels)		1,831		273,112
Chipotle Mexican Grill, Inc.* (Hotels, Restaurants & Leisure)		29		66,322
Chubb, Ltd. (Insurance)		426		96,276
Church & Dwight Co., Inc. (Household Products)		257		24,302
Cincinnati Financial Corp. (Insurance)		164		16,967
Cintas Corp. (Commercial Services & Supplies)		90		54,239
Cisco Systems, Inc. (Communications Equipment)		4,225		213,446
Citigroup, Inc. (Banks)		1,996		102,674
Citizens Financial Group, Inc. (Banks)		486		16,106
CME Group, Inc. (Capital Markets)		375		78,975
CMS Energy Corp. (Multi-Utilities)		304		17,653
Cognizant Technology Solutions Corp.— Class A (IT Services)		523		39,502
Colgate-Palmolive Co. (Household Products)		859		68,471
Comcast Corp.—Class A (Media)		4,188		183,645
Comerica, Inc. (Banks)		138		7,702
Conagra Brands, Inc. (Food Products)		499		14,301
ConocoPhillips (Oil, Gas & Consumable Fuels)		1,238		143,695
Consolidated Edison, Inc. (Multi-Utilities)		360		32,749
Constellation Brands, Inc.—Class A (Beverages)		169		40,856
Constellation Energy Corp. (Electric Utilities)		333		38,924
Copart, Inc.* (Commercial Services & Supplies)		911		44,639
Corning, Inc. (Electronic Equipment, Instruments & Components)		801		24,390
Corteva, Inc. (Chemicals)		735		35,221
CoStar Group, Inc.* (Real Estate Management & Development)		426		37,228
Costco Wholesale Corp. (Consumer Staples Distribution & Retail)		462		304,957
Coterra Energy, Inc. (Oil, Gas & Consumable Fuels)		785		20,033
Crown Castle, Inc. (Specialized REITs)		453		52,181
CSX Corp. (Ground Transportation)		2,061		71,455
Cummins, Inc. (Machinery)		148		35,456
CVS Health Corp. (Health Care Providers & Services)		1,340		105,806
D.R. Horton, Inc. (Household Durables)		314		47,722
Danaher Corp. (Life Sciences Tools & Services)		686		158,699
Darden Restaurants, Inc. (Hotels, Restaurants & Leisure)		125		20,538
DaVita, Inc.* (Health Care Providers & Services)		56		5,867
Deere & Co. (Machinery)		279		111,564
Delta Air Lines, Inc. (Passenger Airlines)		671		26,994
DENTSPLY SIRONA, Inc. (Health Care Equipment & Supplies)		221		7,865
Devon Energy Corp. (Oil, Gas & Consumable Fuels)		668		30,260
Dexcom, Inc.* (Health Care Equipment & Supplies)		403		50,008
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)		187		29,000
Digital Realty Trust, Inc. (Specialized REITs)		316		42,527
Discover Financial Services (Consumer Finance)		261		29,336
Dollar General Corp. (Consumer Staples Distribution & Retail)		229		31,133
Dollar Tree, Inc.* (Consumer Staples Distribution & Retail)		218		30,967
Dominion Energy, Inc. (Multi-Utilities)		873		41,031
Domino’s Pizza, Inc. (Hotels, Restaurants & Leisure)		36		14,840
Dover Corp. (Machinery)		146		22,456
Dow, Inc. (Chemicals)		732		40,143
DTE Energy Co. (Multi-Utilities)		215		23,706
Duke Energy Corp. (Electric Utilities)		804		78,020
DuPont de Nemours, Inc. (Chemicals)		448		34,465
Eastman Chemical Co. (Chemicals)		124		11,138
Eaton Corp. PLC (Electrical Equipment)		416		100,182
eBay, Inc. (Broadline Retail)		541		23,598
Ecolab, Inc. (Chemicals)		265		52,563
Edison International (Electric Utilities)		400		28,596
Edwards Lifesciences Corp.* (Health Care Equipment & Supplies)		633		48,266
Electronic Arts, Inc. (Entertainment)		255		34,887
Elevance Health, Inc. (Health Care Providers & Services)		245		115,532
Eli Lilly & Co. (Pharmaceuticals)		832		484,990
Emerson Electric Co. (Electrical Equipment)		595		57,911
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		142		18,764
Entergy Corp. (Electric Utilities)		221		22,363
EOG Resources, Inc. (Oil, Gas & Consumable Fuels)		608		73,538
EPAM Systems, Inc.* (IT Services)		60		17,840
EQT Corp. (Oil, Gas & Consumable Fuels)		429		16,585
Equifax, Inc. (Professional Services)		129		31,900
Equinix, Inc. (Specialized REITs)		98		78,928
Equity Residential (Residential REITs)		360		22,018
Essex Property Trust, Inc. (Residential REITs)		67		16,612
Etsy, Inc.* (Broadline Retail)		125		10,131
Everest Group, Ltd. (Insurance)		45		15,911
Evergy, Inc. (Electric Utilities)		240		12,528
Eversource Energy (Electric Utilities)		364		22,466
Exelon Corp. (Electric Utilities)		1,038		37,264
Expedia Group, Inc.* (Hotels, Restaurants & Leisure)		139		21,099

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Bull :: 73

Common Stocks, continued

	Shares		Value
Expeditors International of Washington, Inc. (Air Freight & Logistics)		152	$	19,334
Extra Space Storage, Inc. (Specialized REITs)		220		35,273
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		4,177		417,615
F5, Inc.* (Communications Equipment)		62		11,097
FactSet Research Systems, Inc. (Capital Markets)		40		19,082
Fair Isaac Corp.* (Software)		26		30,264
Fastenal Co. (Trading Companies & Distributors)		596		38,603
Federal Realty Investment Trust (Retail REITs)		77		7,935
FedEx Corp. (Air Freight & Logistics)		241		60,966
Fidelity National Information Services, Inc. (Financial Services)		618		37,123
Fifth Third Bancorp (Banks)		710		24,488
First Horizon Corp. (Banks)		1		8
First Solar, Inc.* (Semiconductors & Semiconductor Equipment)		111		19,123
FirstEnergy Corp. (Electric Utilities)		539		19,760
Fiserv, Inc.* (Financial Services)		626		83,158
FleetCor Technologies, Inc.* (Financial Services)		75		21,196
FMC Corp. (Chemicals)		130		8,197
Ford Motor Co. (Automobiles)		4,101		49,991
Fortinet, Inc.* (Software)		665		38,922
Fortive Corp. (Machinery)		367		27,022
Fox Corp.—Class A (Media)		258		7,655
Fox Corp.—Class B (Media)		138		3,816
Franklin Resources, Inc. (Capital Markets)		294		8,758
Freeport-McMoRan, Inc. (Metals & Mining)		1,496		63,685
Garmin, Ltd. (Household Durables)		160		20,566
Gartner, Inc.* (IT Services)		81		36,540
GE HealthCare Technologies, Inc. (Health Care Equipment & Supplies)		408		31,547
Gen Digital, Inc. (Software)		588		13,418
Generac Holdings, Inc.* (Electrical Equipment)		64		8,271
General Dynamics Corp. (Aerospace & Defense)		236		61,282
General Electric Co. (Industrial Conglomerates)		1,135		144,861
General Mills, Inc. (Food Products)		606		39,475
General Motors Co. (Automobiles)		1,428		51,294
Genuine Parts Co. (Distributors)		146		20,222
Gilead Sciences, Inc. (Biotechnology)		1,299		105,232
Global Payments, Inc. (Financial Services)		272		34,544
Globe Life, Inc. (Insurance)		89		10,833
Halliburton Co. (Energy Equipment & Services)		933		33,728
Hasbro, Inc. (Leisure Products)		136		6,944
HCA Healthcare, Inc. (Health Care Providers & Services)		207		56,031
Healthpeak Properties, Inc. (Health Care REITs)		571		11,306
Henry Schein, Inc.* (Health Care Providers & Services)		136		10,297
Hess Corp. (Oil, Gas & Consumable Fuels)		288		41,518
Hewlett Packard Enterprise Co. (Technology Hardware, Storage & Peripherals)		1,338		22,719
Hilton Worldwide Holdings, Inc. (Hotels, Restaurants & Leisure)		267		48,618
Hologic, Inc.* (Health Care Equipment & Supplies)		255		18,220
Honeywell International, Inc. (Industrial Conglomerates)		688		144,280
Hormel Foods Corp. (Food Products)		302		9,697
Host Hotels & Resorts, Inc. (Hotel & Resort REITs)		736		14,330
Howmet Aerospace, Inc. (Aerospace & Defense)		408		22,081
HP, Inc. (Technology Hardware, Storage & Peripherals)		907		27,292
Hubbell, Inc. (Electrical Equipment)		56		18,420
Humana, Inc. (Health Care Providers & Services)		128		58,600
Huntington Bancshares, Inc. (Banks)		1,510		19,207
Huntington Ingalls Industries, Inc. (Aerospace & Defense)		41		10,645
IDEX Corp. (Machinery)		79		17,152
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		87		48,289
Illinois Tool Works, Inc. (Machinery)		286		74,915
Illumina, Inc.* (Life Sciences Tools & Services)		166		23,114
Incyte Corp.* (Biotechnology)		194		12,181
Ingersoll Rand, Inc. (Machinery)		422		32,637
Insulet Corp.* (Health Care Equipment & Supplies)		73		15,840
Intel Corp. (Semiconductors & Semiconductor Equipment)		4,396		220,899
Intercontinental Exchange, Inc. (Capital Markets)		597		76,673
International Business Machines Corp. (IT Services)		952		155,700
International Flavors & Fragrances, Inc. (Chemicals)		266		21,538
International Paper Co. (Containers & Packaging)		361		13,050
Intuit, Inc. (Software)		292		182,509
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		367		123,811
Invesco, Ltd. (Capital Markets)		469		8,367
Invitation Homes, Inc. (Residential REITs)		600		20,466
IQVIA Holdings, Inc.* (Life Sciences Tools & Services)		191		44,194
Iron Mountain, Inc. (Specialized REITs)		305		21,344
J.B. Hunt Transport Services, Inc. (Ground Transportation)		85		16,978
Jabil, Inc. (Electronic Equipment, Instruments & Components)		133		16,944
Jack Henry & Associates, Inc. (Financial Services)		76		12,419
Jacobs Solutions, Inc. (Professional Services)		131		17,004
Johnson & Johnson (Pharmaceuticals)		2,511		393,574
Johnson Controls International PLC (Building Products)		710		40,924
JPMorgan Chase & Co. (Banks)		3,015		512,851
Juniper Networks, Inc. (Communications Equipment)		333		9,817
Kellanova (Food Products)		275		15,375
Kenvue, Inc. (Personal Care Products)		1,798		38,710
Keurig Dr Pepper, Inc. (Beverages)		1,050		34,986
KeyCorp (Banks)		977		14,069
Keysight Technologies, Inc.* (Electronic Equipment, Instruments & Components)		185		29,432

See accompanying notes to financial statements.

74 :: ProFund VP Bull :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Kimberly-Clark Corp. (Household Products)		352	$	42,772
Kimco Realty Corp. (Retail REITs)		686		14,619
Kinder Morgan, Inc. (Oil, Gas & Consumable Fuels)		2,017		35,580
KLA Corp. (Semiconductors & Semiconductor Equipment)		142		82,545
L3Harris Technologies, Inc. (Aerospace & Defense)		198		41,703
Laboratory Corp. of America Holdings (Health Care Providers & Services)		89		20,229
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		137		107,307
Lamb Weston Holding, Inc. (Food Products)		151		16,322
Las Vegas Sands Corp. (Hotels, Restaurants & Leisure)		385		18,946
Leidos Holdings, Inc. (Professional Services)		143		15,478
Lennar Corp.—Class A (Household Durables)		261		38,899
Linde PLC (Chemicals)		506		207,818
Live Nation Entertainment, Inc.* (Entertainment)		148		13,853
LKQ Corp. (Distributors)		279		13,333
Lockheed Martin Corp. (Aerospace & Defense)		230		104,245
Loews Corp. (Insurance)		191		13,292
Lowe’s Cos., Inc. (Specialty Retail)		602		133,975
Lululemon Athletica, Inc.* (Textiles, Apparel & Luxury Goods)		120		61,355
LyondellBasell Industries N.V.—Class A (Chemicals)		267		25,386
M&T Bank Corp. (Banks)		173		23,715
Marathon Oil Corp. (Oil, Gas & Consumable Fuels)		610		14,738
Marathon Petroleum Corp. (Oil, Gas & Consumable Fuels)		396		58,751
MarketAxess Holdings, Inc. (Capital Markets)		40		11,714
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		258		58,146
Marsh & McLennan Cos., Inc. (Insurance)		514		97,387
Martin Marietta Materials, Inc. (Construction Materials)		64		31,931
Masco Corp. (Building Products)		234		15,673
Mastercard, Inc.—Class A (Financial Services)		864		368,505
Match Group, Inc.* (Interactive Media & Services)		284		10,366
McCormick & Co., Inc. (Food Products)		262		17,926
McDonald’s Corp. (Hotels, Restaurants & Leisure)		757		224,457
McKesson Corp. (Health Care Providers & Services)		139		64,354
Medtronic PLC (Health Care Equipment & Supplies)		1,388		114,343
Merck & Co., Inc. (Pharmaceuticals)		2,643		288,140
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		2,315		819,417
MetLife, Inc. (Insurance)		648		42,852
Mettler-Toledo International, Inc.* (Life Sciences Tools & Services)		23		27,898
MGM Resorts International* (Hotels, Restaurants & Leisure)		285		12,734
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		564		50,862
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		1,145		97,714
Microsoft Corp. (Software)		7,753		2,915,439
Mid-America Apartment Communities, Inc. (Residential REITs)		122		16,404
Moderna, Inc.* (Biotechnology)		346		34,410
Mohawk Industries, Inc.* (Household Durables)		55		5,693
Molina Healthcare, Inc.* (Health Care Providers & Services)		61		22,040
Molson Coors Beverage Co.—Class B (Beverages)		193		11,814
Mondelez International, Inc.—Class A (Food Products)		1,419		102,779
Monolithic Power Systems, Inc. (Semiconductors & Semiconductor Equipment)		50		31,539
Monster Beverage Corp.* (Beverages)		770		44,360
Moody’s Corp. (Capital Markets)		164		64,052
Morgan Stanley (Capital Markets)		1,318		122,904
Motorola Solutions, Inc. (Communications Equipment)		173		54,165
MSCI, Inc. (Capital Markets)		82		46,383
Nasdaq, Inc. (Capital Markets)		355		20,640
NetApp, Inc. (Technology Hardware, Storage & Peripherals)		218		19,219
Netflix, Inc.* (Entertainment)		457		222,503
Newmont Corp. (Metals & Mining)		1,202		49,751
News Corp.—Class A (Media)		397		9,746
News Corp.—Class B (Media)		120		3,086
NextEra Energy, Inc. (Electric Utilities)		2,140		129,983
NIKE, Inc.—Class B (Textiles, Apparel & Luxury Goods)		1,276		138,535
NiSource, Inc. (Multi-Utilities)		431		11,443
Nordson Corp. (Machinery)		56		14,793
Norfolk Southern Corp. (Ground Transportation)		236		55,786
Northern Trust Corp. (Capital Markets)		216		18,226
Northrop Grumman Corp. (Aerospace & Defense)		148		69,285
Norwegian Cruise Line Holdings, Ltd.* (Hotels, Restaurants & Leisure)		444		8,898
NRG Energy, Inc. (Electric Utilities)		235		12,150
Nucor Corp. (Metals & Mining)		256		44,554
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		2,576		1,275,686
NVR, Inc.* (Household Durables)		3		21,001
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		269		61,784
Occidental Petroleum Corp. (Oil, Gas & Consumable Fuels)		689		41,140
Old Dominion Freight Line, Inc. (Ground Transportation)		93		37,696
Omnicom Group, Inc. (Media)		206		17,821
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		449		37,505
ONEOK, Inc. (Oil, Gas & Consumable Fuels)		608		42,694
Oracle Corp. (Software)		1,657		174,698
O’Reilly Automotive, Inc.* (Specialty Retail)		62		58,905
Otis Worldwide Corp. (Machinery)		427		38,204
PACCAR, Inc. (Machinery)		546		53,317

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Bull :: 75

Common Stocks, continued

	Shares		Value
Packaging Corp. of America (Containers & Packaging)		93	$	15,151
Palo Alto Networks, Inc.* (Software)		324		95,541
Paramount Global^(a) —Class B (Media)		503		7,439
Parker-Hannifin Corp. (Machinery)		134		61,734
Paychex, Inc. (Professional Services)		335		39,902
Paycom Software, Inc. (Professional Services)		51		10,543
PayPal Holdings, Inc.* (Financial Services)		1,125		69,086
Pentair PLC (Machinery)		172		12,506
PepsiCo, Inc. (Beverages)		1,434		243,550
Pfizer, Inc. (Pharmaceuticals)		5,889		169,544
PG&E Corp. (Electric Utilities)		2,225		40,117
Philip Morris International, Inc. (Tobacco)		1,619		152,316
Phillips 66 (Oil, Gas & Consumable Fuels)		459		61,111
Pinnacle West Capital Corp. (Electric Utilities)		118		8,477
Pioneer Natural Resources Co. (Oil, Gas & Consumable Fuels)		243		54,646
Pool Corp. (Distributors)		40		15,948
PPG Industries, Inc. (Chemicals)		246		36,789
PPL Corp. (Electric Utilities)		769		20,840
Principal Financial Group, Inc. (Insurance)		229		18,015
Prologis, Inc. (Industrial REITs)		964		128,501
Prudential Financial, Inc. (Insurance)		377		39,099
PTC, Inc.* (Software)		124		21,695
Public Service Enterprise Group, Inc. (Multi-Utilities)		519		31,737
Public Storage (Specialized REITs)		165		50,325
PulteGroup, Inc. (Household Durables)		225		23,225
Qorvo, Inc.* (Semiconductors & Semiconductor Equipment)		102		11,486
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		1,161		167,915
Quanta Services, Inc. (Construction & Engineering)		152		32,802
Quest Diagnostics, Inc. (Health Care Providers & Services)		117		16,132
Ralph Lauren Corp. (Textiles, Apparel & Luxury Goods)		41		5,912
Raymond James Financial, Inc. (Capital Markets)		196		21,854
Realty Income Corp. (Retail REITs)		755		43,352
Regency Centers Corp. (Retail REITs)		171		11,457
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		112		98,368
Regions Financial Corp. (Banks)		970		18,799
Republic Services, Inc. (Commercial Services & Supplies)		213		35,126
ResMed, Inc. (Health Care Equipment & Supplies)		153		26,319
Revvity, Inc. (Life Sciences Tools & Services)		129		14,101
Robert Half, Inc. (Professional Services)		110		9,671
Rockwell Automation, Inc. (Electrical Equipment)		120		37,258
Rollins, Inc. (Commercial Services & Supplies)		293		12,795
Roper Technologies, Inc. (Software)		111		60,514
Ross Stores, Inc. (Specialty Retail)		353		48,852
Royal Caribbean Cruises, Ltd.* (Hotels, Restaurants & Leisure)		246		31,855
RTX Corp. (Aerospace & Defense)		1,500		126,210
S&P Global, Inc. (Capital Markets)		338		148,895
Salesforce, Inc.* (Software)		1,015		267,087
SBA Communications Corp. (Specialized REITs)		113		28,667
Schlumberger N.V. (Energy Equipment & Services)		1,490		77,540
Seagate Technology Holdings PLC (Technology Hardware, Storage & Peripherals)		203		17,330
Sempra (Multi-Utilities)		656		49,023
ServiceNow, Inc.* (Software)		214		151,189
Simon Property Group, Inc. (Retail REITs)		340		48,497
Skyworks Solutions, Inc. (Semiconductors & Semiconductor Equipment)		166		18,662
Snap-on, Inc. (Machinery)		55		15,886
Southwest Airlines Co. (Passenger Airlines)		622		17,963
Stanley Black & Decker, Inc. (Machinery)		160		15,696
Starbucks Corp. (Hotels, Restaurants & Leisure)		1,192		114,444
State Street Corp. (Capital Markets)		322		24,942
Steel Dynamics, Inc. (Metals & Mining)		159		18,778
STERIS PLC (Health Care Equipment & Supplies)		103		22,645
Stryker Corp. (Health Care Equipment & Supplies)		353		105,709
Synchrony Financial (Consumer Finance)		432		16,498
Synopsys, Inc.* (Software)		159		81,871
Sysco Corp. (Consumer Staples Distribution & Retail)		526		38,466
T. Rowe Price Group, Inc. (Capital Markets)		233		25,092
Take-Two Interactive Software, Inc.* (Entertainment)		165		26,557
Tapestry, Inc. (Textiles, Apparel & Luxury Goods)		239		8,798
Targa Resources Corp. (Oil, Gas & Consumable Fuels)		233		20,241
Target Corp. (Consumer Staples Distribution & Retail)		481		68,504
TE Connectivity, Ltd. (Electronic Equipment, Instruments & Components)		324		45,522
Teledyne Technologies, Inc.* (Electronic Equipment, Instruments & Components)		49		21,868
Teleflex, Inc. (Health Care Equipment & Supplies)		49		12,218
Teradyne, Inc. (Semiconductors & Semiconductor Equipment)		159		17,255
Tesla, Inc.* (Automobiles)		2,885		716,865
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		947		161,426
Textron, Inc. (Aerospace & Defense)		204		16,406
The AES Corp. (Independent Power and Renewable Electricity Producers)		698		13,437
The Allstate Corp. (Insurance)		273		38,215
The Bank of New York Mellon Corp. (Capital Markets)		802		41,744
The Boeing Co.* (Aerospace & Defense)		593		154,571
The Charles Schwab Corp. (Capital Markets)		1,552		106,778
The Cigna Group (Health Care Providers & Services)		305		91,332
The Clorox Co. (Household Products)		129		18,394
The Coca-Cola Co. (Beverages)		4,058		239,138
The Cooper Cos., Inc. (Health Care Equipment & Supplies)		52		19,679

See accompanying notes to financial statements.

76 :: ProFund VP Bull :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
The Estee Lauder Cos., Inc. (Personal Care Products)		242	$	35,393
The Goldman Sachs Group, Inc. (Capital Markets)		340		131,161
The Hartford Financial Services Group, Inc. (Insurance)		314		25,239
The Hershey Co. (Food Products)		156		29,085
The Home Depot, Inc. (Specialty Retail)		1,043		361,452
The Interpublic Group of Cos., Inc. (Media)		399		13,023
The JM Smucker Co. (Food Products)		111		14,028
The Kraft Heinz Co. (Food Products)		832		30,767
The Kroger Co. (Consumer Staples Distribution & Retail)		690		31,540
The Mosaic Co. (Chemicals)		341		12,184
The PNC Financial Services Group, Inc. (Banks)		415		64,263
The Procter & Gamble Co. (Household Products)		2,458		360,195
The Progressive Corp. (Insurance)		610		97,160
The Sherwin-Williams Co. (Chemicals)		246		76,726
The Southern Co. (Electric Utilities)		1,138		79,796
The TJX Cos., Inc. (Specialty Retail)		1,193		111,915
The Travelers Cos., Inc. (Insurance)		238		45,337
The Walt Disney Co. (Entertainment)		1,908		172,273
The Williams Cos., Inc. (Oil, Gas & Consumable Fuels)		1,269		44,199
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		403		213,908
T-Mobile U.S., Inc. (Wireless Telecommunication Services)		531		85,135
Tractor Supply Co. (Specialty Retail)		113		24,298
Trane Technologies PLC (Building Products)		238		58,049
TransDigm Group, Inc. (Aerospace & Defense)		58		58,673
Trimble, Inc.* (Electronic Equipment, Instruments & Components)		259		13,779
Truist Financial Corp. (Banks)		1,391		51,356
Tyler Technologies, Inc.* (Software)		44		18,397
Tyson Foods, Inc.—Class A (Food Products)		297		15,964
U.S. Bancorp (Banks)		1,624		70,287
Uber Technologies, Inc.* (Ground Transportation)		2,146		132,129
UDR, Inc. (Residential REITs)		316		12,100
Ulta Beauty, Inc.* (Specialty Retail)		51		24,989
Union Pacific Corp. (Ground Transportation)		636		156,214
United Airlines Holdings, Inc.* (Passenger Airlines)		342		14,111
United Parcel Service, Inc.—Class B (Air Freight & Logistics)		754		118,551
United Rentals, Inc. (Trading Companies & Distributors)		71		40,712
UnitedHealth Group, Inc. (Health Care Providers & Services)		965		508,043
Universal Health Services, Inc.—Class B (Health Care Providers & Services)		64		9,756
Valero Energy Corp. (Oil, Gas & Consumable Fuels)		355		46,150
Ventas, Inc. (Health Care REITs)		420		20,933
Veralto Corp. (Commercial Services & Supplies)		229		18,838
VeriSign, Inc.* (IT Services)		93		19,154
Verisk Analytics, Inc. (Professional Services)		151		36,068
Verizon Communications, Inc. (Diversified Telecommunication Services)		4,385		165,315
Vertex Pharmaceuticals, Inc.* (Biotechnology)		269		109,453
VF Corp. (Textiles, Apparel & Luxury Goods)		345		6,486
Viatris, Inc. (Pharmaceuticals)		1,251		13,548
VICI Properties, Inc. (Specialized REITs)		1,079		34,399
Visa, Inc.—Class A (Financial Services)		1,663		432,962
Vulcan Materials Co. (Construction Materials)		139		31,554
W.R. Berkley Corp. (Insurance)		212		14,993
W.W. Grainger, Inc. (Trading Companies & Distributors)		46		38,120
Walgreens Boots Alliance, Inc. (Consumer Staples Distribution & Retail)		748		19,530
Walmart, Inc. (Consumer Staples Distribution & Retail)		1,488		234,583
Warner Bros. Discovery, Inc.* (Entertainment)		2,315		26,345
Waste Management, Inc. (Commercial Services & Supplies)		382		68,416
Waters Corp.* (Life Sciences Tools & Services)		62		20,412
WEC Energy Group, Inc. (Multi-Utilities)		329		27,692
Wells Fargo & Co. (Banks)		3,788		186,445
Welltower, Inc. (Health Care REITs)		577		52,028
West Pharmaceutical Services, Inc. (Life Sciences Tools & Services)		77		27,113
Western Digital Corp.* (Technology Hardware, Storage & Peripherals)		338		17,701
Westinghouse Air Brake Technologies Corp. (Machinery)		187		23,730
Westrock Co. (Containers & Packaging)		267		11,086
Weyerhaeuser Co. (Specialized REITs)		761		26,460
Whirlpool Corp. (Household Durables)		57		6,941
Willis Towers Watson PLC (Insurance)		108		26,050
Wynn Resorts, Ltd. (Hotels, Restaurants & Leisure)		100		9,111
Xcel Energy, Inc. (Electric Utilities)		576		35,660
Xylem, Inc. (Machinery)		251		28,704
Yum! Brands, Inc. (Hotels, Restaurants & Leisure)		292		38,153
Zebra Technologies Corp.* (Electronic Equipment, Instruments & Components)		54		14,760
Zimmer Biomet Holdings, Inc. (Health Care Equipment & Supplies)		218		26,531
Zions Bancorp NA (Banks)		155		6,800
Zoetis, Inc. (Pharmaceuticals)		479		94,540
TOTAL COMMON STOCKS (Cost $12,399,684)				41,759,384

Repurchase Agreements^(b)(c) (23.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $12,590,238	$	12,583,000	$	12,583,000
TOTAL REPURCHASE AGREEMENTS (Cost $12,583,000)				12,583,000

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Bull :: 77

Collateral for Securities Loaned^(d)(NM)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(e)		4,650	$	4,650
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $4,650)				4,650
TOTAL INVESTMENT SECURITIES (Cost $24,987,334)—99.9%				54,347,034
Net other assets (liabilities)—0.1%				30,244
NET ASSETS—100.0%			$	54,377,278

Non-income producing security.

^(a)

All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $4,437.

^(b)

^(c)

^(d)

Securities were purchased with cash collateral held from securities on loan at December 31, 2023.

^(e)

Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.

^NM

Not meaningful, amount is less than 0.05%

^REIT

Real Estate Investment Trust

Futures Contracts Purchased

		Number of Contracts		Expiration Date		Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
E-Mini S&P 500 Futures Contracts		12		3/18/24		$	2,892,000			$	116,796

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
S&P 500	Goldman Sachs International	1/29/24		5.93	%	$	3,095,619	$	(8,423	)
S&P 500	UBS AG	1/29/24		5.83	%		6,634,834		(17,427	)
						$	9,730,453	$	(25,850	)

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

78 :: ProFund VP Bull :: Schedule of Portfolio Investments :: December 31, 2023

ProFund VP Bull invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Aerospace & Defense	$	683,959		1.3	%
Air Freight & Logistics		209,391		0.4	%
Automobile Components		35,251		0.1	%
Automobiles		818,150		1.5	%
Banks		1,360,554		2.5	%
Beverages		625,610		1.2	%
Biotechnology		844,734		1.6	%
Broadline Retail		1,474,880		2.6	%
Building Products		208,658		0.4	%
Capital Markets		1,251,679		2.3	%
Chemicals		675,296		1.2	%
Commercial Services & Supplies		234,053		0.4	%
Communications Equipment		350,464		0.6	%
Construction & Engineering		32,802		0.1	%
Construction Materials		63,485		0.1	%
Consumer Finance		210,293		0.4	%
Consumer Staples Distribution & Retail		759,680		1.4	%
Containers & Packaging		89,720		0.2	%
Distributors		49,503		0.1	%
Diversified Telecommunication Services		290,443		0.5	%
Electric Utilities		645,099		1.3	%
Electrical Equipment		261,780		0.5	%
Electronic Equipment, Instruments & Components		260,377		0.5	%
Energy Equipment & Services		147,157		0.3	%
Entertainment		496,418		0.9	%
Financial Services		1,735,933		3.2	%
Food Products		370,079		0.7	%
Gas Utilities		17,965		^NM
Ground Transportation		470,258		0.9	%
Health Care Equipment & Supplies		1,073,510		2.0	%
Health Care Providers & Services		1,186,996		2.2	%
Health Care REITs		84,267		0.2	%
Hotel & Resort REITs		14,330		^NM
Hotels, Restaurants & Leisure		907,565		1.7	%
Household Durables		164,047		0.3	%
Household Products		514,134		0.9	%
Independent Power and Renewable Electricity Producers		13,437		^NM
Industrial Conglomerates		352,109		0.6	%
Industrial REITs		128,501		0.2	%
Insurance		860,079		1.6	%
Interactive Media & Services		2,424,082		4.5	%
IT Services		517,163		1.0	%
Leisure Products		6,944		^NM
Life Sciences Tools & Services		604,444		1.1	%
Machinery		743,069		1.4	%
Media		287,042		0.5	%
Metals & Mining		176,768		0.3	%
Multi-Utilities		273,654		0.5	%
Office REITs		31,259		0.1	%
Oil, Gas & Consumable Fuels		1,476,088		2.7	%
Passenger Airlines		68,439		0.1	%
Personal Care Products		74,103		0.1	%
Pharmaceuticals		1,561,663		2.8	%
Professional Services		296,758		0.5	%
Real Estate Management & Development		66,831		0.1	%
Residential REITs		126,329		0.2	%
Retail REITs		125,860		0.2	%
Semiconductors & Semiconductor Equipment		3,384,839		6.2	%
Software		4,499,600		8.3	%
Specialized REITs		475,021		0.9	%
Specialty Retail		849,631		1.6	%
Technology Hardware, Storage & Peripherals		3,039,958		5.6	%
Textiles, Apparel & Luxury Goods		221,086		0.4	%
Tobacco		226,743		0.4	%
Trading Companies & Distributors		117,435		0.2	%
Water Utilities		26,794		^NM
Wireless Telecommunication Services		85,135		0.2	%
Other**		12,617,894		23.2	%
Total	$	54,377,278		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.
^NM	Not meaningful, amount is less than 0.05%
^REIT	Real Estate Investment Trust

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Communication Services^† :: 79

Common Stocks (97.2%)

	Shares		Value
Alphabet, Inc.*—Class A (Interactive Media & Services)		7,314	$	1,021,693
Alphabet, Inc.*—Class C (Interactive Media & Services)		6,157		867,706
AT&T, Inc. (Diversified Telecommunication Services)		21,143		354,780
Charter Communications, Inc.*—Class A (Media)		973		378,186
Comcast Corp.—Class A (Media)		8,495		372,506
Electronic Arts, Inc. (Entertainment)		2,608		356,800
Fox Corp.—Class A (Media)		2,736		81,177
Fox Corp.—Class B (Media)		1,459		40,341
Live Nation Entertainment, Inc.* (Entertainment)		1,572		147,139
Match Group, Inc.* (Interactive Media & Services)		3,009		109,829
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		5,498		1,946,071
Netflix, Inc.* (Entertainment)		789		384,149
News Corp.—Class A (Media)		4,213		103,429
News Corp.—Class B (Media)		1,270		32,664
Omnicom Group, Inc. (Media)		2,192		189,630
Paramount Global—Class B (Media)		5,340		78,979
Take-Two Interactive Software, Inc.* (Entertainment)		1,752		281,984
The Interpublic Group of Cos., Inc. (Media)		4,239		138,361
The Walt Disney Co. (Entertainment)		3,854		347,978
T-Mobile U.S., Inc. (Wireless Telecommunication Services)		2,288		366,835
Verizon Communications, Inc. (Diversified Telecommunication Services)		9,352		352,570
Warner Bros. Discovery, Inc.* (Entertainment)		24,573		279,641
TOTAL COMMON STOCKS (Cost $6,299,671)				8,232,448

Repurchase Agreements^(a) (3.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $259,149	$	259,000	$	259,000
TOTAL REPURCHASE AGREEMENTS (Cost $259,000)				259,000
TOTAL INVESTMENT SECURITIES (Cost $6,558,671)—100.3%				8,491,448
Net other assets (liabilities)—(0.3)%				(23,344	)
NET ASSETS—100.0%			$	8,468,104

^†	As described in Note 1, effective March 17, 2023, this ProFund’s name changed due to a change to its underlying benchmark index.
*	Non-income producing security.
^(a)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾		Rate Paid (Received)⁽²⁾				Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Communication Services Select Sector Index		Goldman Sachs International		1/23/24			5.93	%		$	243,695			$	(821	)

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Communication Services invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Diversified Telecommunication Services	$	707,350		8.4	%
Entertainment		1,797,691		21.2	%
Interactive Media & Services		3,945,299		46.6	%
Media		1,415,273		16.7	%
Wireless Telecommunication Services		366,835		4.3	%
Other**		235,656		2.8	%
Total	$	8,468,104		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

80 :: ProFund VP Consumer Discretionary^† :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (98.9%)

	Shares		Value
Airbnb, Inc.*—Class A (Hotels, Restaurants & Leisure)		2,994	$	407,603
Amazon.com, Inc.* (Broadline Retail)		35,505		5,394,629
Aptiv PLC* (Automobile Components)		1,948		174,775
AutoZone, Inc.* (Specialty Retail)		121		312,859
Bath & Body Works, Inc. (Specialty Retail)		1,566		67,589
Best Buy Co., Inc. (Specialty Retail)		1,334		104,426
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		240		851,333
BorgWarner, Inc. (Automobile Components)		1,619		58,041
Caesars Entertainment, Inc.* (Hotels, Restaurants & Leisure)		1,486		69,664
CarMax, Inc.* (Specialty Retail)		1,093		83,877
Carnival Corp.* (Hotels, Restaurants & Leisure)		6,939		128,649
Chipotle Mexican Grill, Inc.* (Hotels, Restaurants & Leisure)		189		432,235
D.R. Horton, Inc. (Household Durables)		2,076		315,510
Darden Restaurants, Inc. (Hotels, Restaurants & Leisure)		829		136,205
Domino’s Pizza, Inc. (Hotels, Restaurants & Leisure)		240		98,935
eBay, Inc. (Broadline Retail)		3,575		155,942
Etsy, Inc.* (Broadline Retail)		825		66,866
Expedia Group, Inc.* (Hotels, Restaurants & Leisure)		918		139,343
Ford Motor Co. (Automobiles)		27,082		330,130
Garmin, Ltd. (Household Durables)		1,054		135,481
General Motors Co. (Automobiles)		9,432		338,797
Genuine Parts Co. (Distributors)		966		133,791
Hasbro, Inc. (Leisure Products)		898		45,852
Hilton Worldwide Holdings, Inc. (Hotels, Restaurants & Leisure)		1,766		321,571
Las Vegas Sands Corp. (Hotels, Restaurants & Leisure)		2,543		125,141
Lennar Corp.—Class A (Household Durables)		1,723		256,796
LKQ Corp. (Distributors)		1,843		88,077
Lowe’s Cos., Inc. (Specialty Retail)		3,975		884,636
Lululemon Athletica, Inc.* (Textiles, Apparel & Luxury Goods)		793		405,453
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		1,700		383,337
McDonald’s Corp. (Hotels, Restaurants & Leisure)		3,602		1,068,029
MGM Resorts International* (Hotels, Restaurants & Leisure)		1,882		84,088
Mohawk Industries, Inc.* (Household Durables)		364		37,674
NIKE, Inc.—Class B (Textiles, Apparel & Luxury Goods)		8,430		915,244
Norwegian Cruise Line Holdings, Ltd.* (Hotels, Restaurants & Leisure)		2,930		58,717
NVR, Inc.* (Household Durables)		22		154,010
O’Reilly Automotive, Inc.* (Specialty Retail)		407		386,683
Pool Corp. (Distributors)		266		106,057
PulteGroup, Inc. (Household Durables)		1,485		153,282
Ralph Lauren Corp. (Textiles, Apparel & Luxury Goods)		274		39,511
Ross Stores, Inc. (Specialty Retail)		2,332		322,725
Royal Caribbean Cruises, Ltd.* (Hotels, Restaurants & Leisure)		1,624		210,292
Starbucks Corp. (Hotels, Restaurants & Leisure)		7,870		755,599
Tapestry, Inc. (Textiles, Apparel & Luxury Goods)		1,579		58,123
Tesla, Inc.* (Automobiles)		16,935		4,208,009
The Home Depot, Inc. (Specialty Retail)		3,067		1,062,868
The TJX Cos., Inc. (Specialty Retail)		7,880		739,223
Tractor Supply Co. (Specialty Retail)		745		160,197
Ulta Beauty, Inc.* (Specialty Retail)		339		166,107
VF Corp. (Textiles, Apparel & Luxury Goods)		2,277		42,808
Whirlpool Corp. (Household Durables)		378		46,029
Wynn Resorts, Ltd. (Hotels, Restaurants & Leisure)		661		60,224
Yum! Brands, Inc. (Hotels, Restaurants & Leisure)		1,931		252,304
TOTAL COMMON STOCKS (Cost $14,944,258)				23,535,346

Repurchase Agreements^(a) (0.9%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $208,120	$	208,000	$	208,000
TOTAL REPURCHASE AGREEMENTS (Cost $208,000)				208,000
TOTAL INVESTMENT SECURITIES (Cost $15,152,258)—99.8%				23,743,346
Net other assets (liabilities)—0.2%				42,282
NET ASSETS—100.0%			$	23,785,628

^†	As described in Note 1, effective March 17, 2023, this ProFund’s name changed due to a change to its underlying benchmark index.
*	Non-income producing security.
^(a)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Consumer Discretionary^† :: 81

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾		Rate Paid (Received)⁽²⁾				Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Consumer Discretionary Select Sector Index		Goldman Sachs International		1/23/24			5.93	%		$	269,231			$	(2,078	)

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Consumer Discretionary invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Automobile Components	$	232,816		1.0	%
Automobiles		4,876,936		20.5	%
Broadline Retail		5,617,437		23.6	%
Distributors		327,925		1.4	%
Hotels, Restaurants & Leisure		5,583,269		23.5	%
Household Durables		1,098,782		4.6	%
Leisure Products		45,852		0.2	%
Specialty Retail		4,291,190		18.0	%
Textiles, Apparel & Luxury Goods		1,461,139		6.1	%
Other**		250,282		1.1	%
Total	$	23,785,628		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

82 :: ProFund VP Consumer Staples^† :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (97.4%)

	Shares		Value
Altria Group, Inc. (Tobacco)		8,659	$	349,304
Archer-Daniels-Midland Co. (Food Products)		2,611		188,566
Brown-Forman Corp.—Class B (Beverages)		896		51,162
Bunge Global SA (Food Products)		711		71,775
Campbell Soup Co. (Food Products)		962		41,587
Church & Dwight Co., Inc. (Household Products)		1,206		114,039
Colgate-Palmolive Co. (Household Products)		4,031		321,311
Conagra Brands, Inc. (Food Products)		2,340		67,064
Constellation Brands, Inc.—Class A (Beverages)		791		191,224
Costco Wholesale Corp. (Consumer Staples Distribution & Retail)		1,884		1,243,592
Dollar General Corp. (Consumer Staples Distribution & Retail)		1,074		146,010
Dollar Tree, Inc.* (Consumer Staples Distribution & Retail)		1,023		145,317
General Mills, Inc. (Food Products)		2,844		185,258
Hormel Foods Corp. (Food Products)		1,418		45,532
Kellanova (Food Products)		1,291		72,180
Kenvue, Inc. (Personal Care Products)		8,440		181,713
Keurig Dr Pepper, Inc. (Beverages)		4,929		164,234
Kimberly-Clark Corp. (Household Products)		1,655		201,099
Lamb Weston Holding, Inc. (Food Products)		709		76,636
McCormick & Co., Inc. (Food Products)		1,230		84,157
Molson Coors Beverage Co.—Class B (Beverages)		907		55,517
Mondelez International, Inc.—Class A (Food Products)		6,440		466,450
Monster Beverage Corp.* (Beverages)		3,616		208,318
PepsiCo, Inc. (Beverages)		5,851		993,734
Philip Morris International, Inc. (Tobacco)		5,015		471,811
Sysco Corp. (Consumer Staples Distribution & Retail)		2,469		180,558
Target Corp. (Consumer Staples Distribution & Retail)		2,260		321,869
The Clorox Co. (Household Products)		607		86,552
The Coca-Cola Co. (Beverages)		16,558		975,763
The Estee Lauder Cos., Inc. (Personal Care Products)		1,138		166,433
The Hershey Co. (Food Products)		734		136,847
The JM Smucker Co. (Food Products)		519		65,591
The Kraft Heinz Co. (Food Products)		3,903		144,333
The Kroger Co. (Consumer Staples Distribution & Retail)		3,240		148,100
The Procter & Gamble Co. (Household Products)		10,031		1,469,943
Tyson Foods, Inc.—Class A (Food Products)		1,397		75,089
Walgreens Boots Alliance, Inc. (Consumer Staples Distribution & Retail)		3,512		91,698
Walmart, Inc. (Consumer Staples Distribution & Retail)		3,035		478,468
TOTAL COMMON STOCKS (Cost $5,789,503)				10,478,834

Repurchase Agreements^(a) (2.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $221,127	$	221,000	$	221,000
TOTAL REPURCHASE AGREEMENTS (Cost $221,000)				221,000
TOTAL INVESTMENT SECURITIES (Cost $6,010,503)—99.5%				10,699,834
Net other assets (liabilities)—0.5%				48,949
NET ASSETS—100.0%			$	10,748,783

^†	As described in Note 1, effective March 17, 2023, this ProFund’s name changed due to a change to its underlying benchmark index.
*	Non-income producing security.
^(a)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾		Rate Paid (Received)⁽²⁾				Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Consumer Staples Select Sector Index		Goldman Sachs International		1/23/24			5.93	%		$	238,548			$	1,469

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Consumer Staples^† :: 83

ProFund VP Consumer Staples invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Beverages	$	2,639,952		24.6	%
Consumer Staples Distribution & Retail		2,755,612		25.6	%
Food Products		1,721,065		16.0	%
Household Products		2,192,944		20.4	%
Personal Care Products		348,146		3.2	%
Tobacco		821,115		7.6	%
Other**		269,949		2.6	%
Total	$	10,748,783		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

84 :: ProFund VP Dow 30 :: Schedule of Portfolio Investments :: December 31, 2023

Repurchase Agreements^(a)(b) (100.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $327,188	$	327,000	$	327,000
TOTAL REPURCHASE AGREEMENTS (Cost $327,000)				327,000
TOTAL INVESTMENT SECURITIES (Cost $327,000)—100.1%				327,000
Net other assets (liabilities)—(0.1)%				(264	)
NET ASSETS—100.0%			$	326,736

^(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2023, the aggregate amount held in a segregated account was $16,000.
^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones Industrial Average	Goldman Sachs International	1/29/24		5.93	%	$	264,966	$	145
Dow Jones Industrial Average	UBS AG	1/29/24		5.48	%		61,717		35
						$	326,683	$	180

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Emerging Markets :: 85

Common Stocks (88.6%)

	Shares		Value
Alibaba Group Holding, Ltd.^ADR (Broadline Retail)		23,804	$	1,845,047
Ambev S.A.^ADR (Beverages)		57,636		161,381
America Movil S.A.B. de C.V.^ADR (Wireless Telecommunication Services)		13,519		250,372
ASE Technology Holding Co., Ltd.^ADR (Semiconductors & Semiconductor Equipment)		22,321		210,041
Baidu, Inc.*^ADR (Interactive Media & Services)		3,706		441,348
Banco Bradesco S.A.^ADR (Banks)		69,406		242,921
Banco de Chile^ADR (Banks)		2,838		65,501
Beigene, Ltd.*^ADR (Biotechnology)		799		144,108
Cemex S.A.B. de C.V.*^ADR (Construction Materials)		19,779		153,287
Centrais Eletricas Brasileiras S.A.^ADR (Electric Utilities)		13,507		116,430
Chunghwa Telecom Co., Ltd.^ADR (Diversified Telecommunication Services)		4,967		194,061
Cia de Saneamento Basico do Estado de Sao Paulo SABESP^ADR (Water Utilities)		4,465		68,002
Coca-Cola Femsa S.A.B. de C.V.^ADR (Beverages)		686		64,923
Cosan S.A.^ADR (Oil, Gas & Consumable Fuels)		3,795		59,430
Dr. Reddy’s Laboratories, Ltd.^ADR (Pharmaceuticals)		1,591		110,702
Fomento Economico Mexicano S.A.B. de C.V.^ADR (Beverages)		2,400		312,840
Full Truck Alliance Co., Ltd.*^ADR (Ground Transportation)		8,731		61,204
Gerdau S.A.^ADR (Metals & Mining)		15,112		73,293
Gold Fields, Ltd.^ADR (Metals & Mining)		11,675		168,821
Grupo Aeroportuario del Pacifico S.A.B. de C.V.^ADR (Transportation Infrastructure)		512		89,713
H World Group, Ltd.^ADR (Hotels, Restaurants & Leisure)		1,833		61,296
HDFC Bank, Ltd.^ADR (Banks)		23,999		1,610,573
ICICI Bank, Ltd.^ADR (Banks)		33,487		798,330
Infosys, Ltd.^ADR (IT Services)		45,432		835,040
Itau Unibanco Holding S.A.^ADR (Banks)		63,317		440,053
JD.com, Inc.^ADR (Broadline Retail)		16,059		463,944
KB Financial Group, Inc.^ADR (Banks)		4,903		202,837
KE Holdings, Inc.^ADR (Real Estate Management & Development)		8,796		142,583
NetEase, Inc.^ADR (Entertainment)		4,549		423,785
New Oriental Education & Technology Group, Inc.*^ADR (Diversified Consumer Services)		1,954		143,189
NIO, Inc.*^(a)ADR (Automobiles)		18,264		165,654
PDD Holdings, Inc.*^ADR (Broadline Retail)		8,857		1,295,868
Petroleo Brasileiro S.A.^ADR (Oil, Gas & Consumable Fuels)		24,311		388,246
POSCO Holdings, Inc.^ADR(a) (Metals & Mining)		3,890		369,978
PT Telekomunikasi Indonesia Tbk^ADR (Diversified Telecommunication Services)		6,213		160,047
Sasol, Ltd.^ADR (Chemicals)		7,542		74,967
Shinhan Financial Group Co., Ltd.^ADR (Banks)		6,399		196,961
Sociedad Quimica y Minera de Chile S.A.^ADR(a) (Electrical Equipment)		1,866		112,371
Suzano S.A.^ADR (Paper & Forest Products)		9,689		110,067
Taiwan Semiconductor Manufacturing Co., Ltd.^ADR (Semiconductors & Semiconductor Equipment)		36,502		3,796,207
TAL Education Group*^ADR (Diversified Consumer Services)		6,031		76,172
Tencent Music Entertainment Group*^ADR (Entertainment)		8,428		75,936
Trip.com Group, Ltd.*^ADR (Hotels, Restaurants & Leisure)		7,261		261,468
United Microelectronics Corp.^ADR(a) (Semiconductors & Semiconductor Equipment)		30,386		257,066
Vale S.A.^ADR (Metals & Mining)		47,446		752,494
Vipshop Holdings, Ltd.*^ADR (Broadline Retail)		3,677		65,304
Wipro, Ltd.^ADR (IT Services)		18,423		102,616
Woori Financial Group, Inc.^ADR (Banks)		2,915		88,091
ZTO Express Cayman, Inc.^ADR (Air Freight & Logistics)		5,570		118,530
TOTAL COMMON STOCKS (Cost $9,767,707)				18,423,098

Preferred Stock (2.2%)

Petroleo Brasileiro S.A.^ADR (Oil, Gas & Consumable Fuels)			30,011				458,568
TOTAL PREFERRED STOCK (Cost $77,896)							458,568

Repurchase Agreements^(b)(c) (7.6%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $1,577,907	$	1,577,000	$	1,577,000
TOTAL REPURCHASE AGREEMENTS (Cost $1,577,000)				1,577,000

Collateral for Securities Loaned^(d) (4.4%)

	Shares		Value
Invesco Government & Agency Portfolio–Institutional Shares, 5.28%^(e)		915,426	$	915,426
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $915,426)				915,426
TOTAL INVESTMENT SECURITIES (Cost $12,338,029)—102.8%				21,374,092
Net other assets (liabilities)—(2.8)%				(580,965	)
NET ASSETS—100.0%			$	20,793,127

*	Non-income producing security.
^(a)	All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $880,068.
^(b)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2023, the aggregate amount held in a segregated account was $158,000.
^(c)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
^(d)	Securities were purchased with cash collateral held from securities on loan at December 31, 2023.
^(e)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.
^ADR	American Depositary Receipt

See accompanying notes to financial statements.

86 :: ProFund VP Emerging Markets :: Schedule of Portfolio Investments :: December 31, 2023

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
S&P Emerging 50 ADR Index (USD)	Goldman Sachs International	1/29/24		5.93	%	$	914,081	$	2,209
S&P Emerging 50 ADR Index (USD)	UBS AG	1/29/24		5.83	%		895,928		2,188
						$	1,810,009	$	4,397

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Emerging Markets invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Air Freight & Logistics	$	118,530		0.6	%
Automobiles		165,654		0.8	%
Banks		3,645,268		17.5	%
Beverages		539,144		2.7	%
Biotechnology		144,108		0.7	%
Broadline Retail		3,670,163		17.5	%
Chemicals		74,967		0.4	%
Construction Materials		153,287		0.7	%
Diversified Consumer Services		219,361		1.1	%
Diversified Telecommunication Services		354,108		1.7	%
Electric Utilities		116,430		0.6	%
Electrical Equipment		112,371		0.6	%
Entertainment		499,721		2.4	%
Ground Transportation		61,204		0.3	%
Hotels, Restaurants & Leisure		322,764		1.6	%
Interactive Media & Services		441,348		2.1	%
IT Services		937,656		4.5	%
Metals & Mining		1,364,586		6.5	%
Oil, Gas & Consumable Fuels		906,244		4.4	%
Paper & Forest Products		110,067		0.5	%
Pharmaceuticals		110,702		0.5	%
Real Estate Management & Development		142,583		0.7	%
Semiconductors & Semiconductor Equipment		4,263,314		20.5	%
Transportation Infrastructure		89,713		0.4	%
Water Utilities		68,002		0.3	%
Wireless Telecommunication Services		250,372		1.2	%
Other**		1,911,460		9.2	%
Total	$	20,793,127		100.0	%

ProFund VP Emerging Markets invested in securities with exposure to the following countries as of December 31, 2023:

	Value		% of Net Assets
Brazil	$	2,870,885		13.8	%
Chile		177,872		0.9	%
China		4,489,568		21.6	%
India		3,457,261		16.6	%
Indonesia		160,047		0.8	%
Ireland		1,295,868		6.2	%
Mexico		871,135		4.2	%
South Africa		243,788		1.2	%
South Korea		857,868		4.1	%
Taiwan		4,457,375		21.4	%
Other**		1,911,460		9.2	%
Total	$	20,793,127		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Energy^† :: 87

Common Stocks (97.9%)

	Shares		Value
APA Corp. (Oil, Gas & Consumable Fuels)		9,019	$	323,602
Baker Hughes Co. (Energy Equipment & Services)		29,586		1,011,249
Chevron Corp. (Oil, Gas & Consumable Fuels)		51,236		7,642,362
ConocoPhillips (Oil, Gas & Consumable Fuels)		34,651		4,021,942
Coterra Energy, Inc. (Oil, Gas & Consumable Fuels)		22,116		564,400
Devon Energy Corp. (Oil, Gas & Consumable Fuels)		18,837		853,316
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)		5,262		816,031
EOG Resources, Inc. (Oil, Gas & Consumable Fuels)		17,018		2,058,327
EQT Corp. (Oil, Gas & Consumable Fuels)		12,094		467,554
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		97,792		9,777,243
Halliburton Co. (Energy Equipment & Services)		26,316		951,323
Hess Corp. (Oil, Gas & Consumable Fuels)		8,128		1,171,732
Kinder Morgan, Inc. (Oil, Gas & Consumable Fuels)		56,859		1,002,993
Marathon Oil Corp. (Oil, Gas & Consumable Fuels)		17,208		415,745
Marathon Petroleum Corp. (Oil, Gas & Consumable Fuels)		11,163		1,656,143
Occidental Petroleum Corp. (Oil, Gas & Consumable Fuels)		19,413		1,159,150
ONEOK, Inc. (Oil, Gas & Consumable Fuels)		17,126		1,202,588
Phillips 66 (Oil, Gas & Consumable Fuels)		12,944		1,723,364
Pioneer Natural Resources Co. (Oil, Gas & Consumable Fuels)		6,859		1,542,452
Schlumberger N.V. (Energy Equipment & Services)		39,016		2,030,394
Targa Resources Corp. (Oil, Gas & Consumable Fuels)		6,556		569,520
The Williams Cos., Inc. (Oil, Gas & Consumable Fuels)		35,767		1,245,765
Valero Energy Corp. (Oil, Gas & Consumable Fuels)		10,009		1,301,170
TOTAL COMMON STOCKS (Cost $15,297,815)				43,508,365

Repurchase Agreements^(a) (2.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $975,561	$	975,000	$	975,000
TOTAL REPURCHASE AGREEMENTS (Cost $975,000)				975,000
TOTAL INVESTMENT SECURITIES (Cost $16,272,815)—100.1%				44,483,365
Net other assets (liabilities)—(0.1)%				(52,067	)
NET ASSETS—100.0%			$	44,431,298

^†	As described in Note 1, effective March 17, 2023, this ProFund’s name changed due to a change to its underlying benchmark index.
^(a)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾		Rate Paid (Received)⁽²⁾				Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Energy Select Sector Index		Goldman Sachs International		1/23/24			5.93	%		$	974,523			$	(33,445	)

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Energy invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Energy Equipment & Services	$	3,992,966		9.0	%
Oil, Gas & Consumable Fuels		39,515,399		88.9	%
Other**		922,933		2.1	%
Total	$	44,431,298		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

88 :: ProFund VP Europe 30 :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (99.9%)

	Shares		Value
Anheuser-Busch InBev S.A./N.V.^ADR(a)(Beverages)		10,224	$	660,675
ArcelorMittal SA^NYS (Metals & Mining)		13,328		378,382
Argenx SE*^ADR (Biotechnology)		913		347,333
Ascendis Pharma A/S*^ADR (Biotechnology)		2,739		344,977
ASML Holding N.V.^NYS (Semiconductors & Semiconductor Equipment)		1,095		828,827
AstraZeneca PLC^ADR (Pharmaceuticals)		6,755		454,949
Barclays PLC^ADR (Banks)		50,209		395,647
BioNTech SE*^ADR (Biotechnology)		3,652		385,432
BP PLC^ADR (Oil, Gas & Consumable Fuels)		16,615		588,171
British American Tobacco PLC^ADR (Tobacco)		16,803		492,160
Diageo PLC^ADR (Beverages)		3,652		531,950
Equinor ASA^ADR(a) (Oil, Gas & Consumable Fuels)		18,075		571,893
GSK PLC^ADR (Pharmaceuticals)		14,059		521,027
Haleon PLC^ADR (Personal Care Products)		50,574		416,224
HSBC Holdings PLC^ADR(a) (Banks)		18,075		732,761
ING Groep N.V.^ADR (Banks)		30,673		460,708
National Grid PLC^ADR(a) (Multi-Utilities)		6,573		446,898
Nokia Oyj^ADR (Communications Equipment)		108,817		372,154
Novo Nordisk A/S^ADR (Pharmaceuticals)		1,095		113,278
RELX PLC^ADR (Professional Services)		13,146		521,370
Rio Tinto PLC^ADR (Metals & Mining)		8,764		652,567
Ryanair Holdings PLC*^ADR (Passenger Airlines)		2,921		389,545
Sanofi S.A.^ADR (Pharmaceuticals)		13,146		653,751
SAP SE^ADR(a) (Software)		5,295		818,554
Shell PLC^ADR (Oil, Gas & Consumable Fuels)		13,511		889,025
STMicroelectronics N.V.^NYS (Semiconductors & Semiconductor Equipment)		8,764		439,339
Telefonaktiebolaget LM Ericsson^ADR(Communications Equipment)		58,973		371,530
Tenaris S.A.^ADR (Energy Equipment & Services)		10,590		368,108
TotalEnergies SE^ADR (Oil, Gas & Consumable Fuels)		11,137		750,411
Vodafone Group PLC^ADR (Wireless Telecommunication Services)		43,636		379,633
TOTAL COMMON STOCKS (Cost $10,166,253)				15,277,279

Repurchase Agreements^(b) (1.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%-5.23%, dated 12/29/2023, due 1/2/24, total to be received $184,106	$	184,000	$	184,000
TOTAL REPURCHASE AGREEMENTS (Cost $184,000)				184,000

Collateral for Securities Loaned^(c) (20.3%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(d)		3,111,397	$	3,111,397
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $3,111,397)				3,111,397
TOTAL INVESTMENT SECURITIES (Cost $13,461,650)—121.4%				18,572,676
Net other assets (liabilities)—(21.4)%				(3,268,644	)
NET ASSETS—100.0%			$	15,304,032

*	Non-income producing security.
^(a)	All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $3,045,768.
^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
^(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2023.
^(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.
^ADR	American Depositary Receipt
^NYS	New York Shares

ProFund VP Europe 30 invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Banks	$	1,589,116		10.4	%
Beverages		1,192,625		7.8	%
Biotechnology		1,077,742		7.1	%
Communications Equipment		743,684		4.8	%
Energy Equipment & Services		368,108		2.4	%
Metals & Mining		1,030,949		6.8	%
Multi-Utilities		446,898		2.9	%
Oil, Gas & Consumable Fuels		2,799,500		18.3	%
Passenger Airlines		389,545		2.5	%
Personal Care Products		416,224		2.7	%
Pharmaceuticals		1,743,005		11.4	%
Professional Services		521,370		3.4	%
Semiconductors & Semiconductor Equipment		1,268,166		8.3	%
Software		818,554		5.4	%
Tobacco		492,160		3.2	%
Wireless Telecommunication Services		379,633		2.5	%
Other**		26,753		0.1	%
Total	$	15,304,032		100.0	%

ProFund VP Europe 30 invested in securities with exposure to the following countries as of December 31, 2023:

	Value		% of Net Assets
Belgium	$	660,675		4.3	%
Denmark		458,255		3.0	%
Finland		372,154		2.4	%
France		1,843,501		12.1	%
Germany		1,203,986		7.9	%
Ireland		389,545		2.5	%
Luxembourg		746,490		4.9	%
Netherlands		1,636,868		10.7	%
Norway		571,893		3.7	%
Sweden		371,530		2.4	%
United Kingdom		7,022,382		46.0	%
Other**		26,753		0.1	%
Total	$	15,304,032		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Falling U.S. Dollar :: 89

Repurchase Agreements^(a)(b) (98.0%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $1,128,649	$	1,128,000	$	1,128,000
TOTAL REPURCHASE AGREEMENTS (Cost $1,128,000)				1,128,000
TOTAL INVESTMENT SECURITIES (Cost $1,128,000)—98.0%				1,128,000
Net other assets (liabilities)—2.0%				22,517
NET ASSETS—100.0%			$	1,150,517

^(a)	A portion of these securities were held in a segregated account for the benefit of forward currency contract counterparties in the event of default. At December 31, 2023, the aggregate amount held in a segregated account was $4,000.
^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of December 31, 2023, the ProFund VP Falling U.S. Dollar's forward currency contracts with Goldman Sachs International, were as follows:

Description and amount of currency purchased		Description and amount of currency sold			Delivery Date	Fair Value		Unrealized Appreciation/ (Depreciation)
Long:
British pound	65,445	U.S. dollar	$	82,651	1/19/24	$	83,411	$	760
Canadian dollar	98,687	U.S. dollar		73,375	1/19/24		74,508		1,133
Euro	292,454	U.S. dollar		318,654	1/19/24		323,073		4,419
Japanese yen	18,213,471	U.S. dollar		127,399	1/19/24		129,593		2,194
Swedish krona	396,608	U.S. dollar		38,369	1/19/24		39,370		1,001
Swiss franc	21,150	U.S. dollar		24,328	1/19/24		25,208		880
Total Long Contracts			$	664,776		$	675,163	$	10,387

As of December 31, 2023, the ProFund VP Falling U.S. Dollar's forward currency contracts with UBS AG, were as follows:

Description and amount of currency purchased			Description and amount of currency sold			Delivery Date	Fair Value		Unrealized Appreciation/ (Depreciation)
Short:
U.S. dollar	$	30,086	British pound		23,789	1/19/24	$	30,319	$	(233	)
U.S. dollar		23,219	Canadian dollar		31,093	1/19/24		23,475		(256	)
U.S. dollar		149,574	Euro		136,864	1/19/24		151,194		(1,620	)
U.S. dollar		33,907	Japanese yen		4,821,980	1/19/24		34,310		(403	)
U.S. dollar		11,000	Swedish krona		112,387	1/19/24		11,156		(156	)
U.S. dollar		9,410	Swiss franc		8,136	1/19/24		9,698		(288	)
Total Short Contracts	$	257,196					$	260,152	$	(2,956	)
Long:
British pound		66,318	U.S. dollar	$	83,018	1/19/24	$	84,523	$	1,505
Canadian dollar		72,160	U.S. dollar		53,196	1/19/24		54,481		1,285
Euro		448,855	U.S. dollar		485,139	1/19/24		495,849		10,710
Japanese yen		8,775,299	U.S. dollar		60,740	1/19/24		62,438		1,698
Swedish krona		207,692	U.S. dollar		19,921	1/19/24		20,617		696
Swiss franc		22,679	U.S. dollar		25,970	1/19/24		27,031		1,061
Total Long Contracts				$	727,984		$	744,939	$	16,955
Total unrealized appreciation									$	27,342
Total unrealized (depreciation)										(2,956	)
Total net unrealized appreciation/(depreciation)									$	24,386

See accompanying notes to financial statements.

90 :: ProFund VP Financials :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (98.6%)

	Shares			Value
Aflac, Inc. (Insurance)		2,715		$	223,988
American Express Co. (Consumer Finance)		2,939			550,593
American International Group, Inc. (Insurance)		3,584			242,816
Ameriprise Financial, Inc. (Capital Markets)		517			196,372
Aon PLC—Class A (Insurance)		1,023			297,713
Arch Capital Group, Ltd.* (Insurance)		1,905			141,484
Arthur J. Gallagher & Co. (Insurance)		1,102			247,818
Assurant, Inc. (Insurance)		268			45,155
Bank of America Corp. (Banks)		35,147			1,183,399
Berkshire Hathaway, Inc.*—Class B (Financial Services)		9,289			3,313,015
BlackRock, Inc. (Capital Markets)		714			579,625
Blackstone, Inc. (Capital Markets)		3,628			474,978
Brown & Brown, Inc. (Insurance)		1,205			85,688
Capital One Financial Corp. (Consumer Finance)		1,944			254,897
Cboe Global Markets, Inc. (Capital Markets)		539			96,244
Chubb, Ltd. (Insurance)		2,082			470,532
Cincinnati Financial Corp. (Insurance)		801			82,871
Citigroup, Inc. (Banks)		9,770			502,569
Citizens Financial Group, Inc. (Banks)		2,379			78,840
CME Group, Inc. (Capital Markets)		1,838			387,083
Comerica, Inc. (Banks)		673			37,560
Discover Financial Services (Consumer Finance)		1,276			143,422
Everest Group, Ltd. (Insurance)		221			78,141
FactSet Research Systems, Inc. (Capital Markets)		194			92,548
Fidelity National Information Services, Inc. (Financial Services)		3,025			181,712
Fifth Third Bancorp (Banks)		3,475			119,853
First Horizon Corp. (Banks)		—	^(a)		5
Fiserv, Inc.* (Financial Services)		3,064			407,022
FleetCor Technologies, Inc.* (Financial Services)		368			104,000
Franklin Resources, Inc. (Capital Markets)		1,438			42,838
Global Payments, Inc. (Financial Services)		1,329			168,783
Globe Life, Inc. (Insurance)		437			53,192
Huntington Bancshares, Inc. (Banks)		7,390			94,001
Intercontinental Exchange, Inc. (Capital Markets)		2,922			375,272
Invesco, Ltd. (Capital Markets)		2,294			40,925
Jack Henry & Associates, Inc. (Financial Services)		372			60,789
JPMorgan Chase & Co. (Banks)		14,758			2,510,336
KeyCorp (Banks)		4,779			68,818
Loews Corp. (Insurance)		934			64,997
M&T Bank Corp. (Banks)		848			116,244
MarketAxess Holdings, Inc. (Capital Markets)		193			56,520
Marsh & McLennan Cos., Inc. (Insurance)		2,517			476,897
Mastercard, Inc.—Class A (Financial Services)		4,228			1,803,284
MetLife, Inc. (Insurance)		3,174			209,897
Moody's Corp. (Capital Markets)		803			313,620
Morgan Stanley (Capital Markets)		6,452			601,649
MSCI, Inc. (Capital Markets)		404			228,523
Nasdaq, Inc. (Capital Markets)		1,737			100,989
Northern Trust Corp. (Capital Markets)		1,057			89,190
PayPal Holdings, Inc.* (Financial Services)		5,504			338,001
Principal Financial Group, Inc. (Insurance)		1,120			88,110
Prudential Financial, Inc. (Insurance)		1,842			191,034
Raymond James Financial, Inc. (Capital Markets)		959			106,929
Regions Financial Corp. (Banks)		4,748			92,016
S&P Global, Inc. (Capital Markets)		1,654			728,620
State Street Corp. (Capital Markets)		1,576			122,077
Synchrony Financial (Consumer Finance)		2,113			80,695
T. Rowe Price Group, Inc. (Capital Markets)		1,141			122,874
The Allstate Corp. (Insurance)		1,336			187,013
The Bank of New York Mellon Corp. (Capital Markets)		3,926			204,348
The Charles Schwab Corp. (Capital Markets)		7,598			522,742
The Goldman Sachs Group, Inc. (Capital Markets)		1,665			642,307
The Hartford Financial Services Group, Inc. (Insurance)		1,535			123,383
The PNC Financial Services Group, Inc. (Banks)		2,034			314,965
The Progressive Corp. (Insurance)		2,988			475,929
The Travelers Cos., Inc. (Insurance)		1,166			222,111
Truist Financial Corp. (Banks)		6,808			251,351
U.S. Bancorp (Banks)		7,948			343,989
Visa, Inc.—Class A (Financial Services)		8,138			2,118,728
W.R. Berkley Corp. (Insurance)		1,040			73,549
Wells Fargo & Co. (Banks)		18,540			912,539
Willis Towers Watson PLC (Insurance)		527			127,112
Zions Bancorp NA (Banks)		756			33,166
TOTAL COMMON STOCKS (Cost $7,565,712)					26,520,295

Repurchase Agreements^(b) (1.4%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $387,223	$	387,000	$	387,000
TOTAL REPURCHASE AGREEMENTS (Cost $387,000)				387,000
TOTAL INVESTMENT SECURITIES (Cost $7,952,712)—100.0%				26,907,295
Net other assets (liabilities)—^NM				(2,552	)
NET ASSETS—100.0%			$	26,904,743

^*	Non-income producing security.
^(a)	Number of shares is less than 0.50
^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
^NM	Not meaningful, amount is less than 0.05%.

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Financials :: 91

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾				Rate Paid (Received)⁽²⁾				Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Financial Select Sector Index		Goldman Sachs International			1/23/24				5.93	%		$	545,053			$	1,740

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Financials invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Banks	$	6,659,651		24.8	%
Capital Markets		6,126,273		22.8	%
Consumer Finance		1,029,607		3.8	%
Financial Services		8,495,334		31.6	%
Insurance		4,209,430		15.6	%
Other**		384,448		1.4	%
Total	$	26,904,743		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

92 :: ProFund VP Government Money Market :: Schedule of Portfolio Investments :: December 31, 2023

U.S. Treasury Obligations (51.4%)

	Principal Amount		Value
U.S. Treasury Bills 2.65%⁺, 1/2/24	$	2,000,000	$	1,999,706
4.71%⁺, 1/9/24		2,000,000		1,997,650
5.14%⁺, 2/1/24		2,000,000		1,990,898
5.16%⁺, 2/8/24		2,000,000		1,988,890
5.16%⁺, 2/15/24		2,000,000		1,986,903
5.18%⁺, 2/22/24		2,000,000		1,984,855
5.20%⁺, 2/29/24		2,000,000		1,982,826
5.21%⁺, 3/7/24		2,000,000		1,980,798
TOTAL U.S. TREASURY OBLIGATIONS (Cost $15,912,526)				15,912,526

Repurchase Agreements^(a) (48.2%)
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $14,911,572		14,903,000		14,903,000
TOTAL REPURCHASE AGREEMENTS (Cost $14,903,000)				14,903,000
TOTAL INVESTMENT SECURITIES (Cost $30,815,526)—99.6%				30,815,526
Net other assets (liabilities)—0.4%				125,017
NET ASSETS—100.0%			$	30,940,543

⁺	Reflects the effective yield or interest rate in effect at December 31, 2023.
^(a)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Health Care :: 93

Common Stocks (97.3%)

	Shares		Value
Abbott Laboratories (Health Care Equipment & Supplies)		12,439	$	1,369,161
AbbVie, Inc. (Biotechnology)		12,656		1,961,300
Agilent Technologies, Inc. (Life Sciences Tools & Services)		2,097		291,546
Align Technology, Inc.* (Health Care Equipment & Supplies)		511		140,014
Amgen, Inc. (Biotechnology)		3,836		1,104,845
Baxter International, Inc. (Health Care Equipment & Supplies)		3,637		140,606
Becton, Dickinson & Co. (Health Care Equipment & Supplies)		2,080		507,166
Biogen, Inc.* (Biotechnology)		1,039		268,862
Bio-Rad Laboratories, Inc.*—Class A (Life Sciences Tools & Services)		150		48,434
Bio-Techne Corp. (Life Sciences Tools & Services)		1,134		87,499
Boston Scientific Corp.* (Health Care Equipment & Supplies)		10,496		606,774
Bristol-Myers Squibb Co. (Pharmaceuticals)		14,586		748,408
Cardinal Health, Inc. (Health Care Providers & Services)		1,767		178,114
Catalent, Inc.* (Pharmaceuticals)		1,292		58,050
Cencora, Inc. (Health Care Providers & Services)		1,195		245,429
Centene Corp.* (Health Care Providers & Services)		3,829		284,150
Charles River Laboratories International, Inc.* (Life Sciences Tools & Services)		368		86,995
CVS Health Corp. (Health Care Providers & Services)		9,207		726,985
Danaher Corp. (Life Sciences Tools & Services)		4,714		1,090,537
DaVita, Inc.* (Health Care Providers & Services)		386		40,437
DENTSPLY SIRONA, Inc. (Health Care Equipment & Supplies)		1,519		54,061
Dexcom, Inc.* (Health Care Equipment & Supplies)		2,770		343,729
Edwards Lifesciences Corp.* (Health Care Equipment & Supplies)		4,348		331,535
Elevance Health, Inc. (Health Care Providers & Services)		1,684		794,107
Eli Lilly & Co. (Pharmaceuticals)		5,716		3,331,971
GE HealthCare Technologies, Inc. (Health Care Equipment & Supplies)		2,806		216,960
Gilead Sciences, Inc. (Biotechnology)		8,932		723,581
HCA Healthcare, Inc. (Health Care Providers & Services)		1,420		384,366
Henry Schein, Inc.* (Health Care Providers & Services)		936		70,865
Hologic, Inc.* (Health Care Equipment & Supplies)		1,756		125,466
Humana, Inc. (Health Care Providers & Services)		882		403,788
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		596		330,810
Illumina, Inc.* (Life Sciences Tools & Services)		1,138		158,455
Incyte Corp.* (Biotechnology)		1,333		83,699
Insulet Corp.* (Health Care Equipment & Supplies)		501		108,707
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		2,524		851,497
IQVIA Holdings, Inc.* (Life Sciences Tools & Services)		1,313		303,802
Johnson & Johnson (Pharmaceuticals)		17,256		2,704,705
Laboratory Corp. of America Holdings (Health Care Providers & Services)		609		138,420
McKesson Corp. (Health Care Providers & Services)		954		441,683
Medtronic PLC (Health Care Equipment & Supplies)		9,538		785,740
Merck & Co., Inc. (Pharmaceuticals)		18,159		1,979,694
Mettler-Toledo International, Inc.* (Life Sciences Tools & Services)		155		188,009
Moderna, Inc.* (Biotechnology)		2,390		237,686
Molina Healthcare, Inc.* (Health Care Providers & Services)		418		151,028
Pfizer, Inc. (Pharmaceuticals)		40,475		1,165,275
Quest Diagnostics, Inc. (Health Care Providers & Services)		805		110,993
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		768		674,527
ResMed, Inc. (Health Care Equipment & Supplies)		1,054		181,309
Revvity, Inc. (Life Sciences Tools & Services)		884		96,630
STERIS PLC (Health Care Equipment & Supplies)		708		155,654
Stryker Corp. (Health Care Equipment & Supplies)		2,424		725,891
Teleflex, Inc. (Health Care Equipment & Supplies)		337		84,028
The Cigna Group (Health Care Providers & Services)		2,098		628,246
The Cooper Cos., Inc. (Health Care Equipment & Supplies)		355		134,346
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		2,770		1,470,287
UnitedHealth Group, Inc. (Health Care Providers & Services)		6,630		3,490,495
Universal Health Services, Inc.—Class B (Health Care Providers & Services)		437		66,616
Vertex Pharmaceuticals, Inc.* (Biotechnology)		1,847		751,526
Viatris, Inc. (Pharmaceuticals)		8,599		93,127
Waters Corp.* (Life Sciences Tools & Services)		424		139,594
West Pharmaceutical Services, Inc. (Life Sciences Tools & Services)		530		186,624
Zimmer Biomet Holdings, Inc. (Health Care Equipment & Supplies)		1,498		182,307
Zoetis, Inc. (Pharmaceuticals)		3,291		649,545
TOTAL COMMON STOCKS (Cost $6,405,558)				36,216,696

See accompanying notes to financial statements.

94 :: ProFund VP Health Care :: Schedule of Portfolio Investments :: December 31, 2023

Repurchase Agreements^(a) (2.3%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $865,498	$	865,000	$	865,000
TOTAL REPURCHASE AGREEMENTS (Cost $865,000)				865,000
TOTAL INVESTMENT SECURITIES (Cost $7,270,558)—99.6%				37,081,696
Net other assets (liabilities)—0.4%				158,986
NET ASSETS—100.0%			$	37,240,682

*	Non-income producing security.
^(a)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾				Rate Paid (Received)⁽²⁾				Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Health Care Select Sector Index		Goldman Sachs International			1/23/24				5.93	%		$	1,050,783			$	6,733

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Health Care invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Biotechnology	$	5,806,026		15.6	%
Health Care Equipment & Supplies		7,375,761		19.8	%
Health Care Providers & Services		8,155,722		21.9	%
Life Sciences Tools & Services		4,148,412		11.1	%
Pharmaceuticals		10,730,775		28.9	%
Other**		1,023,986		2.7	%
Total	$	37,240,682		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Industrials :: 95

Common Stocks (97.7%)

	Shares		Value
3M Co. (Industrial Conglomerates)		2,407	$	263,133
A.O. Smith Corp. (Building Products)		535		44,105
Allegion PLC (Building Products)		383		48,522
American Airlines Group, Inc.* (Passenger Airlines)		2,847		39,118
AMETEK, Inc. (Electrical Equipment)		1,006		165,879
Automatic Data Processing, Inc. (Professional Services)		1,792		417,482
Axon Enterprise, Inc.* (Aerospace & Defense)		307		79,307
Broadridge Financial Solutions, Inc. (Professional Services)		512		105,344
Builders FirstSource, Inc.* (Building Products)		538		89,814
C.H. Robinson Worldwide, Inc. (Air Freight & Logistics)		508		43,886
Carrier Global Corp. (Building Products)		3,656		210,037
Caterpillar, Inc. (Machinery)		2,223		657,275
Ceridian HCM Holding, Inc.* (Professional Services)		679		45,574
Cintas Corp. (Commercial Services & Supplies)		377		227,203
Copart, Inc.* (Commercial Services & Supplies)		3,807		186,543
CSX Corp. (Ground Transportation)		8,610		298,509
Cummins, Inc. (Machinery)		618		148,054
Deere & Co. (Machinery)		1,167		466,649
Delta Air Lines, Inc. (Passenger Airlines)		2,803		112,764
Dover Corp. (Machinery)		610		93,824
Eaton Corp. PLC (Electrical Equipment)		1,739		418,786
Emerson Electric Co. (Electrical Equipment)		2,484		241,768
Equifax, Inc. (Professional Services)		537		132,795
Expeditors International of Washington, Inc. (Air Freight & Logistics)		633		80,518
Fastenal Co. (Trading Companies & Distributors)		2,490		161,277
FedEx Corp. (Air Freight & Logistics)		1,008		254,994
Fortive Corp. (Machinery)		1,531		112,728
Generac Holdings, Inc.* (Electrical Equipment)		268		34,636
General Dynamics Corp. (Aerospace & Defense)		986		256,035
General Electric Co. (Industrial Conglomerates)		4,742		605,222
Honeywell International, Inc. (Industrial Conglomerates)		2,873		602,497
Howmet Aerospace, Inc. (Aerospace & Defense)		1,704		92,220
Hubbell, Inc. (Electrical Equipment)		234		76,970
Huntington Ingalls Industries, Inc. (Aerospace & Defense)		173		44,918
IDEX Corp. (Machinery)		329		71,429
Illinois Tool Works, Inc. (Machinery)		1,193		312,494
Ingersoll Rand, Inc. (Machinery)		1,764		136,428
J.B. Hunt Transport Services, Inc. (Ground Transportation)		355		70,908
Jacobs Solutions, Inc. (Professional Services)		549		71,260
Johnson Controls International PLC (Building Products)		2,964		170,845
L3Harris Technologies, Inc. (Aerospace & Defense)		825		173,762
Leidos Holdings, Inc. (Professional Services)		599		64,836
Lockheed Martin Corp. (Aerospace & Defense)		962		436,017
Masco Corp. (Building Products)		978		65,506
Nordson Corp. (Machinery)		236		62,342
Norfolk Southern Corp. (Ground Transportation)		985		232,834
Northrop Grumman Corp. (Aerospace & Defense)		618		289,311
Old Dominion Freight Line, Inc. (Ground Transportation)		390		158,079
Otis Worldwide Corp. (Machinery)		1,784		159,614
PACCAR, Inc. (Machinery)		2,279		222,544
Parker-Hannifin Corp. (Machinery)		560		257,992
Paychex, Inc. (Professional Services)		1,401		166,873
Paycom Software, Inc. (Professional Services)		213		44,031
Pentair PLC (Machinery)		721		52,424
Quanta Services, Inc. (Construction & Engineering)		633		136,601
Republic Services, Inc. (Commercial Services & Supplies)		891		146,935
Robert Half, Inc. (Professional Services)		462		40,619
Rockwell Automation, Inc. (Electrical Equipment)		499		154,930
Rollins, Inc. (Commercial Services & Supplies)		1,223		53,408
RTX Corp. (Aerospace & Defense)		6,265		527,137
Snap-on, Inc. (Machinery)		230		66,433
Southwest Airlines Co. (Passenger Airlines)		2,595		74,944
Stanley Black & Decker, Inc. (Machinery)		668		65,531
Textron, Inc. (Aerospace & Defense)		854		68,679
The Boeing Co.* (Aerospace & Defense)		2,478		645,914
Trane Technologies PLC (Building Products)		996		242,925
TransDigm Group, Inc. (Aerospace & Defense)		241		243,796
Uber Technologies, Inc.* (Ground Transportation)		8,967		552,098
Union Pacific Corp. (Ground Transportation)		2,656		652,366
United Airlines Holdings, Inc.* (Passenger Airlines)		1,429		58,961
United Parcel Service, Inc.—Class B (Air Freight & Logistics)		3,152		495,588
United Rentals, Inc. (Trading Companies & Distributors)		295		169,160
Veralto Corp. (Commercial Services & Supplies)		955		78,558
Verisk Analytics, Inc. (Professional Services)		632		150,960
W.W. Grainger, Inc. (Trading Companies & Distributors)		192		159,108
Waste Management, Inc. (Commercial Services & Supplies)		1,598		286,202
Westinghouse Air Brake Technologies Corp. (Machinery)		781		99,109
Xylem, Inc. (Machinery)		1,051		120,192
TOTAL COMMON STOCKS (Cost $7,260,621)				15,368,069

See accompanying notes to financial statements.

96 :: ProFund VP Industrials :: Schedule of Portfolio Investments :: December 31, 2023

Repurchase Agreements^(a) (3.5%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%,dated 12/29/2023, due 1/2/24, total to be received $545,313	$	545,000	$	545,000
TOTAL REPURCHASE AGREEMENTS (Cost $545,000)				545,000
TOTAL INVESTMENT SECURITIES (Cost $7,805,621)—101.2%				15,913,069
Net other assets (liabilities)—(1.2)%				(180,301	)
NET ASSETS—100.0%			$	15,732,768

*	Non-income producing security.
^(a)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾				Rate Paid (Received)⁽²⁾				Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Industrials Select Sector Index		Goldman Sachs International			1/23/24				5.93	%		$	374,783			$	(149	)

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Industrials invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Aerospace & Defense	$	2,857,096		18.2	%
Air Freight & Logistics		874,986		5.6	%
Building Products		871,754		5.5	%
Commercial Services & Supplies		978,849		6.2	%
Construction & Engineering		136,601		0.9	%
Electrical Equipment		1,092,969		6.9	%
Ground Transportation		1,964,794		12.5	%
Industrial Conglomerates		1,470,852		9.3	%
Machinery		3,105,062		19.8	%
Passenger Airlines		285,787		1.8	%
Professional Services		1,239,774		7.9	%
Trading Companies & Distributors		489,545		3.1	%
Other**		364,699		2.3	%
Total	$	15,732,768		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP International :: 97

Repurchase Agreements^(a)(b) (102.4%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $10,717,161	$	10,711,000	$	10,711,000
TOTAL REPURCHASE AGREEMENTS (Cost $10,711,000)				10,711,000
TOTAL INVESTMENT SECURITIES (Cost $10,711,000)—102.4%				10,711,000
Net other assets (liabilities)—(2.4)%				(251,893	)
NET ASSETS—100.0%			$	10,459,107

^(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2023, the aggregate amount held in a segregated account was $1,363,000.
^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date⁽¹⁾		Rate Paid (Received)⁽²⁾			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
MSCI EAFE Index	Goldman Sachs International		1/29/24		5.83	%	$	5,054,773	$	(16,923	)
MSCI EAFE Index	UBS AG		1/29/24		6.13	%		5,400,724		(17,446	)
							$	10,455,497	$	(34,369	)

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

98 :: ProFund VP Internet :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (99.9%)

	Shares		Value
Airbnb, Inc.*—Class A (Hotels, Restaurants & Leisure)		2,623	$	357,095
Akamai Technologies, Inc.* (IT Services)		1,799		212,912
Alphabet, Inc.*—Class A (Interactive Media & Services)		4,773		666,740
Alphabet, Inc.*—Class C (Interactive Media & Services)		4,017		566,116
Amazon.com, Inc.* (Broadline Retail)		7,657		1,163,404
Arista Networks, Inc.* (Communications Equipment)		1,595		375,638
Atlassian Corp.*—Class A (Software)		1,391		330,863
Box, Inc.*—Class A (Software)		4,141		106,051
Carvana Co.* (Specialty Retail)		2,788		147,597
Ciena Corp.* (Communications Equipment)		2,944		132,509
Cisco Systems, Inc. (Communications Equipment)		11,311		571,433
Cloudflare, Inc.*—Class A (IT Services)		3,049		253,860
CommScope Holding Co., Inc.* (Communications Equipment)		27,168		76,614
Confluent, Inc.*—Class A (Software)		5,102		119,387
Datadog, Inc.*—Class A (Software)		2,475		300,416
DocuSign, Inc.* (Software)		3,335		198,266
DoorDash, Inc.*—Class A (Hotels, Restaurants & Leisure)		2,718		268,783
DraftKings, Inc.* (Hotels, Restaurants & Leisure)		5,644		198,951
Dropbox, Inc.*—Class A (Software)		4,983		146,899
eBay, Inc. (Broadline Retail)		5,500		239,910
Etsy, Inc.* (Broadline Retail)		1,976		160,155
Fastly, Inc.*—Class A (IT Services)		4,679		83,286
GoDaddy, Inc.*—Class A (IT Services)		1,847		196,078
Juniper Networks, Inc. (Communications Equipment)		5,363		158,101
Match Group, Inc.* (Interactive Media & Services)		4,641		169,397
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		2,725		964,540
Netflix, Inc.* (Entertainment)		1,215		591,559
Nutanix, Inc.*—Class A (Software)		3,734		178,074
Okta, Inc.* (IT Services)		2,325		210,482
PayPal Holdings, Inc.* (Financial Services)		6,208		381,233
Pinterest, Inc.*—Class A (Interactive Media & Services)		6,525		241,686
ROBLOX Corp.*—Class A (Entertainment)		5,451		249,220
Salesforce, Inc.* (Software)		2,397		630,748
Smartsheet, Inc.*—Class A (Software)		2,859		136,717
Snap, Inc.*—Class A (Interactive Media & Services)		13,190		223,307
Snowflake, Inc.*—Class A (IT Services)		1,952		388,447
Teladoc Health, Inc.* (Health Care Technology)		5,012		108,009
Veeva Systems, Inc.*—Class A (Health Care Technology)		1,396		268,758
Workday, Inc.*—Class A (Software)		1,291		356,393
Zoom Video Communications, Inc.*—Class A (Software)		2,963		213,069
ZoomInfo Technologies, Inc.* (Interactive Media & Services)		7,286		134,718
TOTAL COMMON STOCKS (Cost $5,798,622)				12,477,421

Repurchase Agreements^(a) (0.4%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $53,030	$	53,000	$	53,000
TOTAL REPURCHASE AGREEMENTS (Cost $53,000)				53,000
TOTAL INVESTMENT SECURITIES (Cost $5,851,622)—100.3%				12,530,421
Net other assets (liabilities)—(0.3)%				(38,960	)
NET ASSETS—100.0%			$	12,491,461

Non-income producing security.

^(a)

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾		Rate Paid (Received)⁽²⁾				Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
Dow Jones Internet Composite Index		Goldman Sachs International		1/23/24			5.93	%		$	27,248			$	(1,365	)

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Internet :: 99

ProFund VP Internet invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Broadline Retail	$	1,563,469		12.5	%
Communications Equipment		1,314,295		10.5	%
Entertainment		840,779		6.7	%
Financial Services		381,233		3.1	%
Health Care Technology		376,767		3.0	%
Hotels, Restaurants & Leisure		824,829		6.6	%
Interactive Media & Services		2,966,504		23.8	%
IT Services		1,345,065		10.8	%
Software		2,716,883		21.7	%
Specialty Retail		147,597		1.2	%
Other**		14,040		0.1	%
Total	$	12,491,461		100.0	%

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

100 :: ProFund VP Japan :: Schedule of Portfolio Investments :: December 31, 2023

Repurchase Agreements^(a) (96.4%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $10,370,962	$	10,365,000	$	10,365,000
TOTAL REPURCHASE AGREEMENTS (Cost $10,365,000)				10,365,000
TOTAL INVESTMENT SECURITIES (Cost $10,365,000)—96.4%				10,365,000
Net other assets (liabilities)—3.6%				382,633
NET ASSETS—100.0%			$	10,747,633

^(a)

Futures Contracts Purchased

		Number of Contracts		Expiration Date		Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
Nikkei 225 Futures Contracts		64		3/8/24		$	10,659,200			$	(62,509	)

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾		Rate Paid (Received)⁽²⁾				Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
Nikkei 225 Stock Average		Goldman Sachs International		1/29/24			5.78	%		$	94,902			$	(794	)

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Large-Cap Growth :: 101

Common Stocks (100.0%)

	Shares		Value
A.O. Smith Corp. (Building Products)		96	$	7,914
AbbVie, Inc. (Biotechnology)		798		123,666
Accenture PLC—Class A (IT Services)		415		145,627
Adobe, Inc.* (Software)		556		331,710
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		1,974		290,987
Airbnb, Inc.*—Class A (Hotels, Restaurants & Leisure)		266		36,213
Akamai Technologies, Inc.* (IT Services)		88		10,415
Align Technology, Inc.* (Health Care Equipment & Supplies)		48		13,152
Allegion PLC (Building Products)		41		5,194
Alphabet, Inc.*—Class A (Interactive Media & Services)		7,230		1,009,959
Alphabet, Inc.*—Class C (Interactive Media & Services)		6,083		857,277
Amazon.com, Inc.* (Broadline Retail)		11,109		1,687,902
American Express Co. (Consumer Finance)		492		92,172
American Tower Corp. (Specialized REITs)		234		50,516
Ameriprise Financial, Inc. (Capital Markets)		65		24,689
AMETEK, Inc. (Electrical Equipment)		135		22,260
Amphenol Corp.—Class A (Electronic Equipment, Instruments & Components)		410		40,643
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		359		71,283
ANSYS, Inc.* (Software)		61		22,136
Aon PLC—Class A (Insurance)		125		36,378
APA Corp. (Oil, Gas & Consumable Fuels)		375		13,455
Apple, Inc. (Technology Hardware, Storage & Peripherals)		17,862		3,438,971
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		1,022		165,636
Arch Capital Group, Ltd.* (Insurance)		457		33,941
Arista Networks, Inc.* (Communications Equipment)		308		72,537
Arthur J. Gallagher & Co. (Insurance)		135		30,359
Autodesk, Inc.* (Software)		136		33,113
Automatic Data Processing, Inc. (Professional Services)		196		45,662
AutoZone, Inc.* (Specialty Retail)		15		38,784
Axon Enterprise, Inc.* (Aerospace & Defense)		86		22,216
Blackstone, Inc. (Capital Markets)		625		81,826
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		42		148,982
Boston Scientific Corp.* (Health Care Equipment & Supplies)		985		56,943
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		537		599,426
Broadridge Financial Solutions, Inc. (Professional Services)		82		16,872
Brown & Brown, Inc. (Insurance)		226		16,071
Builders FirstSource, Inc.* (Building Products)		151		25,208
Cadence Design Systems, Inc.* (Software)		332		90,427
Caesars Entertainment, Inc.* (Hotels, Restaurants & Leisure)		153		7,173
Carnival Corp.* (Hotels, Restaurants & Leisure)		875		16,223
Carrier Global Corp. (Building Products)		493		28,323
Caterpillar, Inc. (Machinery)		361		106,737
Cboe Global Markets, Inc. (Capital Markets)		83		14,820
CDW Corp. (Electronic Equipment, Instruments & Components)		69		15,685
Celanese Corp. (Chemicals)		122		18,955
Ceridian HCM Holding, Inc.* (Professional Services)		105		7,048
CF Industries Holdings, Inc. (Chemicals)		127		10,097
Charter Communications, Inc.*—Class A (Media)		57		22,155
Chipotle Mexican Grill, Inc.* (Hotels, Restaurants & Leisure)		34		77,757
Church & Dwight Co., Inc. (Household Products)		139		13,144
Cintas Corp. (Commercial Services & Supplies)		58		34,954
CME Group, Inc. (Capital Markets)		158		33,275
Colgate-Palmolive Co. (Household Products)		394		31,406
ConocoPhillips (Oil, Gas & Consumable Fuels)		1,002		116,301
Constellation Energy Corp. (Electric Utilities)		176		20,573
Copart, Inc.* (Commercial Services & Supplies)		1,069		52,381
CoStar Group, Inc.* (Real Estate Management & Development)		215		18,789
Costco Wholesale Corp. (Consumer Staples Distribution & Retail)		227		149,838
Coterra Energy, Inc. (Oil, Gas & Consumable Fuels)		607		15,491
CSX Corp. (Ground Transportation)		1,207		41,847
D.R. Horton, Inc. (Household Durables)		368		55,928
Darden Restaurants, Inc. (Hotels, Restaurants & Leisure)		76		12,487
DaVita, Inc.* (Health Care Providers & Services)		37		3,876
Deere & Co. (Machinery)		186		74,376
Delta Air Lines, Inc. (Passenger Airlines)		442		17,782
Dexcom, Inc.* (Health Care Equipment & Supplies)		289		35,862
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)		219		33,963
Digital Realty Trust, Inc. (Specialized REITs)		152		20,456
Discover Financial Services (Consumer Finance)		166		18,658
Domino’s Pizza, Inc. (Hotels, Restaurants & Leisure)		17		7,008
Eaton Corp. PLC (Electrical Equipment)		303		72,969
Ecolab, Inc. (Chemicals)		158		31,339
Edwards Lifesciences Corp.* (Health Care Equipment & Supplies)		275		20,969
Electronic Arts, Inc. (Entertainment)		132		18,059
Eli Lilly & Co. (Pharmaceuticals)		974		567,764
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		62		8,193
EOG Resources, Inc. (Oil, Gas & Consumable Fuels)		471		56,967
EPAM Systems, Inc.* (IT Services)		28		8,326
Equifax, Inc. (Professional Services)		59		14,590
Equinix, Inc. (Specialized REITs)		54		43,491
Etsy, Inc.* (Broadline Retail)		65		5,268
Expedia Group, Inc.* (Hotels, Restaurants & Leisure)		164		24,894
Expeditors International of Washington, Inc. (Air Freight & Logistics)		66		8,395

See accompanying notes to financial statements.

102 :: ProFund VP Large-Cap Growth :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares			Value
FactSet Research Systems, Inc. (Capital Markets)		22		$	10,495
Fair Isaac Corp.* (Software)		30			34,920
Fastenal Co. (Trading Companies & Distributors)		350			22,670
First Horizon Corp. (Banks)		—	^(a)		—	^(b)
Fiserv, Inc.* (Financial Services)		382			50,745
FleetCor Technologies, Inc.* (Financial Services)		88			24,870
Fortinet, Inc.* (Software)		780			45,653
Fortive Corp. (Machinery)		431			31,735
Freeport-McMoRan, Inc. (Metals & Mining)		877			37,333
Garmin, Ltd. (Household Durables)		102			13,111
Gartner, Inc.* (IT Services)		96			43,306
Generac Holdings, Inc.* (Electrical Equipment)		46			5,945
General Electric Co. (Industrial Conglomerates)		572			73,004
HCA Healthcare, Inc. (Health Care Providers & Services)		116			31,399
Hess Corp. (Oil, Gas & Consumable Fuels)		338			48,726
Hilton Worldwide Holdings, Inc. (Hotels, Restaurants & Leisure)		314			57,176
Host Hotels & Resorts, Inc. (Hotel & Resort REITs)		518			10,085
Howmet Aerospace, Inc. (Aerospace & Defense)		279			15,099
Hubbell, Inc. (Electrical Equipment)		30			9,868
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		57			31,638
Illinois Tool Works, Inc. (Machinery)		153			40,077
Ingersoll Rand, Inc. (Machinery)		382			29,544
Insulet Corp.* (Health Care Equipment & Supplies)		33			7,160
Intuit, Inc. (Software)		343			214,385
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		284			95,810
IQVIA Holdings, Inc.* (Life Sciences Tools & Services)		85			19,667
Iron Mountain, Inc. (Specialized REITs)		183			12,806
Jabil, Inc. (Electronic Equipment, Instruments & Components)		85			10,829
KLA Corp. (Semiconductors & Semiconductor Equipment)		167			97,077
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		161			126,105
Lamb Weston Holding, Inc. (Food Products)		117			12,647
Las Vegas Sands Corp. (Hotels, Restaurants & Leisure)		276			13,582
Lennar Corp.—Class A (Household Durables)		171			25,486
Linde PLC (Chemicals)		308			126,498
Live Nation Entertainment, Inc.* (Entertainment)		174			16,286
Lululemon Athletica, Inc.* (Textiles, Apparel & Luxury Goods)		140			71,581
Marathon Oil Corp. (Oil, Gas & Consumable Fuels)		380			9,181
Marathon Petroleum Corp. (Oil, Gas & Consumable Fuels)		255			37,832
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		302			68,177
Marsh & McLennan Cos., Inc. (Insurance)		314			59,493
Martin Marietta Materials, Inc. (Construction Materials)		50			24,946
Masco Corp. (Building Products)		149			9,980
Mastercard, Inc.—Class A (Financial Services)		728			310,499
McDonald’s Corp. (Hotels, Restaurants & Leisure)		390			115,638
Merck & Co., Inc. (Pharmaceuticals)		1,239			135,076
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		2,712			959,940
Mettler-Toledo International, Inc.* (Life Sciences Tools & Services)		10			12,130
MGM Resorts International* (Hotels, Restaurants & Leisure)		228			10,187
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		390			35,170
Microsoft Corp. (Software)		9,077			3,413,315
Molina Healthcare, Inc.* (Health Care Providers & Services)		42			15,175
Mondelez International, Inc.—Class A (Food Products)		700			50,700
Monolithic Power Systems, Inc. (Semiconductors & Semiconductor Equipment)		59			37,216
Monster Beverage Corp.* (Beverages)		543			31,282
Moody’s Corp. (Capital Markets)		90			35,150
Motorola Solutions, Inc. (Communications Equipment)		118			36,945
MSCI, Inc. (Capital Markets)		56			31,676
NetApp, Inc. (Technology Hardware, Storage & Peripherals)		95			8,375
Netflix, Inc.* (Entertainment)		534			259,994
NIKE, Inc.—Class B (Textiles, Apparel & Luxury Goods)		644			69,919
Norwegian Cruise Line Holdings, Ltd.* (Hotels, Restaurants & Leisure)		521			10,441
Nucor Corp. (Metals & Mining)		190			33,068
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		3,018			1,494,575
NVR, Inc.* (Household Durables)		4			28,002
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		236			54,204
Old Dominion Freight Line, Inc. (Ground Transportation)		109			44,181
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		233			19,462
ONEOK, Inc. (Oil, Gas & Consumable Fuels)		442			31,037
Oracle Corp. (Software)		1,941			204,640
O’Reilly Automotive, Inc.* (Specialty Retail)		52			49,404
Otis Worldwide Corp. (Machinery)		196			17,536
PACCAR, Inc. (Machinery)		468			45,700
Palo Alto Networks, Inc.* (Software)		380			112,054
Parker-Hannifin Corp. (Machinery)		123			56,666
Paychex, Inc. (Professional Services)		157			18,700
Paycom Software, Inc. (Professional Services)		26			5,375
Pentair PLC (Machinery)		142			10,325
PepsiCo, Inc. (Beverages)		605			102,753
Philip Morris International, Inc. (Tobacco)		703			66,138
Pioneer Natural Resources Co. (Oil, Gas & Consumable Fuels)		143			32,158
Pool Corp. (Distributors)		27			10,765

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Large-Cap Growth :: 103

Common Stocks, continued

	Shares		Value
PTC, Inc.* (Software)		87	$	15,222
Public Storage (Specialized REITs)		82		25,010
PulteGroup, Inc. (Household Durables)		264		27,250
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		708		102,398
Quanta Services, Inc. (Construction & Engineering)		123		26,543
Ralph Lauren Corp. (Textiles, Apparel & Luxury Goods)		27		3,893
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		78		68,507
Republic Services, Inc. (Commercial Services & Supplies)		143		23,582
Rockwell Automation, Inc. (Electrical Equipment)		67		20,802
Rollins, Inc. (Commercial Services & Supplies)		149		6,507
Roper Technologies, Inc. (Software)		57		31,075
Ross Stores, Inc. (Specialty Retail)		414		57,293
Royal Caribbean Cruises, Ltd.* (Hotels, Restaurants & Leisure)		289		37,423
S&P Global, Inc. (Capital Markets)		174		76,651
Salesforce, Inc.* (Software)		1,189		312,873
SBA Communications Corp. (Specialized REITs)		52		13,192
Seagate Technology Holdings PLC (Technology Hardware, Storage & Peripherals)		99		8,452
ServiceNow, Inc.* (Software)		250		176,623
Simon Property Group, Inc. (Retail REITs)		148		21,111
Snap-on, Inc. (Machinery)		29		8,376
Starbucks Corp. (Hotels, Restaurants & Leisure)		825		79,208
Steel Dynamics, Inc. (Metals & Mining)		118		13,936
STERIS PLC (Health Care Equipment & Supplies)		67		14,730
Stryker Corp. (Health Care Equipment & Supplies)		264		79,057
Synopsys, Inc.* (Software)		186		95,773
Take-Two Interactive Software, Inc.* (Entertainment)		97		15,612
Targa Resources Corp. (Oil, Gas & Consumable Fuels)		273		23,716
TE Connectivity, Ltd. (Electronic Equipment, Instruments & Components)		148		20,794
Tesla, Inc.* (Automobiles)		3,379		839,614
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		410		69,889
The Boeing Co.* (Aerospace & Defense)		306		79,763
The Coca-Cola Co. (Beverages)		1,856		109,375
The Cooper Cos., Inc. (Health Care Equipment & Supplies)		25		9,461
The Hershey Co. (Food Products)		70		13,051
The Home Depot, Inc. (Specialty Retail)		452		156,641
The Procter & Gamble Co. (Household Products)		1,123		164,564
The Progressive Corp. (Insurance)		357		56,863
The Sherwin-Williams Co. (Chemicals)		144		44,914
The TJX Cos., Inc. (Specialty Retail)		910		85,367
The Williams Cos., Inc. (Oil, Gas & Consumable Fuels)		581		20,236
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		180		95,542
Tractor Supply Co. (Specialty Retail)		56		12,042
Trane Technologies PLC (Building Products)		193		47,073
TransDigm Group, Inc. (Aerospace & Defense)		67		67,777
Tyler Technologies, Inc.* (Software)		51		21,324
Uber Technologies, Inc.* (Ground Transportation)		2,515		154,848
Ulta Beauty, Inc.* (Specialty Retail)		39		19,110
Union Pacific Corp. (Ground Transportation)		335		82,283
United Rentals, Inc. (Trading Companies & Distributors)		83		47,593
UnitedHealth Group, Inc. (Health Care Providers & Services)		430		226,382
VeriSign, Inc.* (IT Services)		52		10,710
Verisk Analytics, Inc. (Professional Services)		98		23,408
Vertex Pharmaceuticals, Inc.* (Biotechnology)		201		81,785
Visa, Inc.—Class A (Financial Services)		1,285		334,549
Vulcan Materials Co. (Construction Materials)		104		23,609
W.W. Grainger, Inc. (Trading Companies & Distributors)		40		33,148
Waste Management, Inc. (Commercial Services & Supplies)		210		37,611
Waters Corp.* (Life Sciences Tools & Services)		27		8,889
West Pharmaceutical Services, Inc. (Life Sciences Tools & Services)		90		31,691
Wynn Resorts, Ltd. (Hotels, Restaurants & Leisure)		118		10,751
Yum! Brands, Inc. (Hotels, Restaurants & Leisure)		158		20,644
Zoetis, Inc. (Pharmaceuticals)		308		60,790
TOTAL COMMON STOCKS (Cost $14,786,038)				26,074,518

Repurchase Agreements^(c) (0.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $54,031	$	54,000	$	54,000
TOTAL REPURCHASE AGREEMENTS (Cost $54,000)				54,000
TOTAL INVESTMENT SECURITIES (Cost $14,840,038)—100.2%				26,128,518
Net other assets (liabilities)—(0.2)%				(42,985	)
NET ASSETS—100.0%			$	26,085,533

Non-income producing security.

^(a)

Number of shares is less than 0.50

^(b)

Amount is less than $0.50.

^(c)

^REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

104 :: ProFund VP Large-Cap Growth :: Schedule of Portfolio Investments :: December 31, 2023

ProFund VP Large-Cap Growth invested in the following industries as of December 31, 2023:

	Value			% of Net Assets
Aerospace & Defense	$	184,855			0.7	%
Air Freight & Logistics		8,395			^NM
Automobiles		839,614			3.2	%
Banks		—	^		^NM
Beverages		243,410			0.9	%
Biotechnology		273,958			1.1	%
Broadline Retail		1,693,170			6.5	%
Building Products		123,692			0.5	%
Capital Markets		308,582			1.2	%
Chemicals		231,803			0.9	%
Commercial Services & Supplies		155,035			0.6	%
Communications Equipment		109,482			0.4	%
Construction & Engineering		26,543			0.1	%
Construction Materials		48,555			0.2	%
Consumer Finance		110,830			0.4	%
Consumer Staples Distribution & Retail		149,838			0.6	%
Distributors		10,765			^NM
Electric Utilities		20,573			0.1	%
Electrical Equipment		131,844			0.5	%
Electronic Equipment, Instruments & Components		87,951			0.3	%
Entertainment		309,951			1.2	%
Financial Services		720,663			2.8	%
Food Products		76,398			0.3	%
Ground Transportation		323,159			1.2	%
Health Care Equipment & Supplies		364,782			1.4	%
Health Care Providers & Services		276,832			1.1	%
Hotel & Resort REITs		10,085			^NM
Hotels, Restaurants & Leisure		753,964			2.9	%
Household Durables		149,777			0.6	%
Household Products		209,114			0.8	%
Industrial Conglomerates		73,004			0.3	%
Insurance		233,105			0.9	%
Interactive Media & Services		2,827,176			10.8	%
IT Services		218,384			0.8	%
Life Sciences Tools & Services		167,919			0.6	%
Machinery		421,072			1.6	%
Media		22,155			0.1	%
Metals & Mining		84,337			0.3	%
Oil, Gas & Consumable Fuels		439,063			1.7	%
Passenger Airlines		17,782			0.1	%
Pharmaceuticals		763,630			2.9	%
Professional Services		131,655			0.5	%
Real Estate Management & Development		18,789			0.1	%
Retail REITs		21,111			0.1	%
Semiconductors & Semiconductor Equipment		3,171,621			12.2	%
Software		5,155,243			19.8	%
Specialized REITs		165,471			0.6	%
Specialty Retail		418,641			1.6	%
Technology Hardware, Storage & Peripherals		3,455,798			13.2	%
Textiles, Apparel & Luxury Goods		145,393			0.6	%
Tobacco		66,138			0.3	%
Trading Companies & Distributors		103,411			0.4	%
Other**		11,015			^NM
Total	$	26,085,533			100.0	%

Amount is less than $0.50

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

^NM

Not meaningful, amount is less than 0.05%

^REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Large-Cap Value :: 105

Common Stocks (99.9%)

	Shares		Value
3M Co. (Industrial Conglomerates)		598	$	65,373
A.O. Smith Corp. (Building Products)		49		4,040
Abbott Laboratories (Health Care Equipment & Supplies)		1,881		207,041
AbbVie, Inc. (Biotechnology)		1,206		186,893
Accenture PLC—Class A (IT Services)		312		109,484
Aflac, Inc. (Insurance)		577		47,603
Agilent Technologies, Inc. (Life Sciences Tools & Services)		316		43,933
Air Products and Chemicals, Inc. (Chemicals)		241		65,986
Airbnb, Inc.*—Class A (Hotels, Restaurants & Leisure)		236		32,129
Akamai Technologies, Inc.* (IT Services)		87		10,296
Albemarle Corp. (Chemicals)		127		18,349
Alexandria Real Estate Equities, Inc. (Office REITs)		170		21,551
Align Technology, Inc.* (Health Care Equipment & Supplies)		35		9,590
Allegion PLC (Building Products)		59		7,475
Alliant Energy Corp. (Electric Utilities)		277		14,210
Altria Group, Inc. (Tobacco)		1,919		77,412
Amcor PLC (Containers & Packaging)		1,570		15,135
Ameren Corp. (Multi-Utilities)		285		20,617
American Airlines Group, Inc.* (Passenger Airlines)		711		9,769
American Electric Power Co., Inc. (Electric Utilities)		570		46,295
American Express Co. (Consumer Finance)		187		35,033
American International Group, Inc. (Insurance)		760		51,491
American Tower Corp. (Specialized REITs)		298		64,333
American Water Works Co., Inc. (Water Utilities)		211		27,850
Ameriprise Financial, Inc. (Capital Markets)		52		19,751
AMETEK, Inc. (Electrical Equipment)		130		21,436
Amgen, Inc. (Biotechnology)		580		167,051
Amphenol Corp.—Class A (Electronic Equipment, Instruments & Components)		285		28,252
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		222		44,080
ANSYS, Inc.* (Software)		40		14,515
Aon PLC—Class A (Insurance)		106		30,848
Aptiv PLC* (Automobile Components)		307		27,544
Archer-Daniels-Midland Co. (Food Products)		578		41,743
Arthur J. Gallagher & Co. (Insurance)		115		25,861
Assurant, Inc. (Insurance)		57		9,604
AT&T, Inc. (Diversified Telecommunication Services)		7,753		130,095
Atmos Energy Corp. (Gas Utilities)		161		18,660
Autodesk, Inc.* (Software)		111		27,026
Automatic Data Processing, Inc. (Professional Services)		272		63,368
AutoZone, Inc.* (Specialty Retail)		6		15,514
AvalonBay Communities, Inc. (Residential REITs)		154		28,832
Avery Dennison Corp. (Containers & Packaging)		87		17,588
Baker Hughes Co. (Energy Equipment & Services)		1,091		37,290
Ball Corp. (Containers & Packaging)		342		19,672
Bank of America Corp. (Banks)		7,470		251,515
Bath & Body Works, Inc. (Specialty Retail)		247		10,661
Baxter International, Inc. (Health Care Equipment & Supplies)		550		21,263
Becton, Dickinson & Co. (Health Care Equipment & Supplies)		314		76,563
Berkshire Hathaway, Inc.*—Class B (Financial Services)		1,972		703,335
Best Buy Co., Inc. (Specialty Retail)		210		16,439
Biogen, Inc.* (Biotechnology)		157		40,627
Bio-Rad Laboratories, Inc.*—Class A (Life Sciences Tools & Services)		23		7,426
Bio-Techne Corp. (Life Sciences Tools & Services)		172		13,272
BlackRock, Inc. (Capital Markets)		152		123,394
Blackstone, Inc. (Capital Markets)		216		28,279
BorgWarner, Inc. (Automobile Components)		255		9,142
Boston Properties, Inc. (Office REITs)		157		11,017
Boston Scientific Corp.* (Health Care Equipment & Supplies)		715		41,334
Bristol-Myers Squibb Co. (Pharmaceuticals)		2,206		113,190
Broadridge Financial Solutions, Inc. (Professional Services)		55		11,316
Brown & Brown, Inc. (Insurance)		56		3,982
Brown-Forman Corp.—Class B (Beverages)		198		11,306
Bunge Global SA (Food Products)		158		15,950
C.H. Robinson Worldwide, Inc. (Air Freight & Logistics)		127		10,972
Caesars Entertainment, Inc.* (Hotels, Restaurants & Leisure)		98		4,594
Camden Property Trust (Residential REITs)		116		11,518
Campbell Soup Co. (Food Products)		213		9,208
Capital One Financial Corp. (Consumer Finance)		412		54,021
Cardinal Health, Inc. (Health Care Providers & Services)		267		26,914
CarMax, Inc.* (Specialty Retail)		172		13,199
Carnival Corp.* (Hotels, Restaurants & Leisure)		318		5,896
Carrier Global Corp. (Building Products)		473		27,174
Catalent, Inc.* (Pharmaceuticals)		196		8,806
Caterpillar, Inc. (Machinery)		232		68,596
Cboe Global Markets, Inc. (Capital Markets)		41		7,321
CBRE Group, Inc.*—Class A (Real Estate Management & Development)		331		30,813
CDW Corp. (Electronic Equipment, Instruments & Components)		84		19,095
Cencora, Inc. (Health Care Providers & Services)		181		37,174
Centene Corp.* (Health Care Providers & Services)		579		42,968
CenterPoint Energy, Inc. (Multi-Utilities)		685		19,570
Ceridian HCM Holding, Inc.* (Professional Services)		76		5,101
CF Industries Holdings, Inc. (Chemicals)		95		7,553
Charles River Laboratories International, Inc.* (Life Sciences Tools & Services)		56		13,238
Charter Communications, Inc.*—Class A (Media)		59		22,932
Chevron Corp. (Oil, Gas & Consumable Fuels)		1,904		284,000
Chubb, Ltd. (Insurance)		442		99,893
Church & Dwight Co., Inc. (Household Products)		144		13,617
Cincinnati Financial Corp. (Insurance)		170		17,588

See accompanying notes to financial statements.

106 :: ProFund VP Large-Cap Value :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares			Value
Cintas Corp. (Commercial Services & Supplies)		42		$	25,312
Cisco Systems, Inc. (Communications Equipment)		4,392			221,883
Citigroup, Inc. (Banks)		2,075			106,738
Citizens Financial Group, Inc. (Banks)		506			16,769
CME Group, Inc. (Capital Markets)		250			52,650
CMS Energy Corp. (Multi-Utilities)		315			18,292
Cognizant Technology Solutions Corp.—Class A (IT Services)		544			41,088
Colgate-Palmolive Co. (Household Products)		545			43,442
Comcast Corp.—Class A (Media)		4,353			190,878
Comerica, Inc. (Banks)		143			7,981
Conagra Brands, Inc. (Food Products)		518			14,846
ConocoPhillips (Oil, Gas & Consumable Fuels)		399			46,312
Consolidated Edison, Inc. (Multi-Utilities)		374			34,023
Constellation Brands, Inc.—Class A (Beverages)		175			42,306
Constellation Energy Corp. (Electric Utilities)		190			22,209
Corning, Inc. (Electronic Equipment, Instruments & Components)		833			25,365
Corteva, Inc. (Chemicals)		763			36,563
CoStar Group, Inc.* (Real Estate Management & Development)		252			22,022
Costco Wholesale Corp. (Consumer Staples Distribution & Retail)		278			183,502
Coterra Energy, Inc. (Oil, Gas & Consumable Fuels)		278			7,095
Crown Castle, Inc. (Specialized REITs)		471			54,254
CSX Corp. (Ground Transportation)		1,071			37,132
Cummins, Inc. (Machinery)		154			36,894
CVS Health Corp. (Health Care Providers & Services)		1,392			109,912
Danaher Corp. (Life Sciences Tools & Services)		713			164,946
Darden Restaurants, Inc. (Hotels, Restaurants & Leisure)		63			10,351
DaVita, Inc.* (Health Care Providers & Services)		26			2,724
Deere & Co. (Machinery)		125			49,984
Delta Air Lines, Inc. (Passenger Airlines)		307			12,351
DENTSPLY SIRONA, Inc. (Health Care Equipment & Supplies)		230			8,186
Devon Energy Corp. (Oil, Gas & Consumable Fuels)		695			31,484
Dexcom, Inc.* (Health Care Equipment & Supplies)		163			20,227
Digital Realty Trust, Inc. (Specialized REITs)		194			26,109
Discover Financial Services (Consumer Finance)		125			14,050
Dollar General Corp. (Consumer Staples Distribution & Retail)		238			32,356
Dollar Tree, Inc.* (Consumer Staples Distribution & Retail)		226			32,103
Dominion Energy, Inc. (Multi-Utilities)		907			42,629
Domino’s Pizza, Inc. (Hotels, Restaurants & Leisure)		23			9,481
Dover Corp. (Machinery)		152			23,379
Dow, Inc. (Chemicals)		759			41,624
DTE Energy Co. (Multi-Utilities)		223			24,588
Duke Energy Corp. (Electric Utilities)		836			81,125
DuPont de Nemours, Inc. (Chemicals)		466			35,849
Eastman Chemical Co. (Chemicals)		129			11,587
Eaton Corp. PLC (Electrical Equipment)		165			39,735
eBay, Inc. (Broadline Retail)		563			24,558
Ecolab, Inc. (Chemicals)		134			26,579
Edison International (Electric Utilities)		415			29,668
Edwards Lifesciences Corp.* (Health Care Equipment & Supplies)		413			31,491
Electronic Arts, Inc. (Entertainment)		149			20,385
Elevance Health, Inc. (Health Care Providers & Services)		255			120,248
Emerson Electric Co. (Electrical Equipment)		618			60,150
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		93			12,289
Entergy Corp. (Electric Utilities)		228			23,071
EOG Resources, Inc. (Oil, Gas & Consumable Fuels)		215			26,004
EPAM Systems, Inc.* (IT Services)		38			11,299
EQT Corp. (Oil, Gas & Consumable Fuels)		446			17,242
Equifax, Inc. (Professional Services)		81			20,030
Equinix, Inc. (Specialized REITs)		54			43,491
Equity Residential (Residential REITs)		375			22,935
Essex Property Trust, Inc. (Residential REITs)		70			17,356
Etsy, Inc.* (Broadline Retail)		73			5,917
Everest Group, Ltd. (Insurance)		47			16,618
Evergy, Inc. (Electric Utilities)		249			12,998
Eversource Energy (Electric Utilities)		379			23,392
Exelon Corp. (Electric Utilities)		1,080			38,772
Expeditors International of Washington, Inc. (Air Freight & Logistics)		99			12,593
Extra Space Storage, Inc. (Specialized REITs)		228			36,555
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		4,342			434,112
F5, Inc.* (Communications Equipment)		65			11,634
FactSet Research Systems, Inc. (Capital Markets)		22			10,495
Fastenal Co. (Trading Companies & Distributors)		310			20,079
Federal Realty Investment Trust (Retail REITs)		80			8,244
FedEx Corp. (Air Freight & Logistics)		251			63,495
Fidelity National Information Services, Inc. (Financial Services)		643			38,625
Fifth Third Bancorp (Banks)		739			25,488
First Horizon Corp. (Banks)		—	^(a)		7
First Solar, Inc.* (Semiconductors & Semiconductor Equipment)		116			19,984
FirstEnergy Corp. (Electric Utilities)		560			20,530
Fiserv, Inc.* (Financial Services)		312			41,446
FMC Corp. (Chemicals)		134			8,449
Ford Motor Co. (Automobiles)		4,264			51,978
Fox Corp.—Class A (Media)		268			7,952
Fox Corp.—Class B (Media)		143			3,954
Franklin Resources, Inc. (Capital Markets)		307			9,146
Freeport-McMoRan, Inc. (Metals & Mining)		778			33,119
Garmin, Ltd. (Household Durables)		76			9,769
GE HealthCare Technologies, Inc. (Health Care Equipment & Supplies)		425			32,861
Gen Digital, Inc. (Software)		611			13,943
Generac Holdings, Inc.* (Electrical Equipment)		26			3,360
General Dynamics Corp. (Aerospace & Defense)		246			63,879

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Large-Cap Value :: 107

Common Stocks, continued

	Shares			Value
General Electric Co. (Industrial Conglomerates)		672		$	85,767
General Mills, Inc. (Food Products)		630			41,038
General Motors Co. (Automobiles)		1,484			53,305
Genuine Parts Co. (Distributors)		152			21,052
Gilead Sciences, Inc. (Biotechnology)		1,351			109,445
Global Payments, Inc. (Financial Services)		282			35,814
Globe Life, Inc. (Insurance)		93			11,320
Halliburton Co. (Energy Equipment & Services)		971			35,102
Hasbro, Inc. (Leisure Products)		141			7,199
HCA Healthcare, Inc. (Health Care Providers & Services)		112			30,316
Healthpeak Properties, Inc. (Health Care REITs)		594			11,761
Henry Schein, Inc.* (Health Care Providers & Services)		142			10,751
Hewlett Packard Enterprise Co. (Technology Hardware, Storage & Peripherals)		1,392			23,636
Hologic, Inc.* (Health Care Equipment & Supplies)		266			19,006
Honeywell International, Inc. (Industrial Conglomerates)		715			149,943
Hormel Foods Corp. (Food Products)		314			10,083
Host Hotels & Resorts, Inc. (Hotel & Resort REITs)		307			5,977
Howmet Aerospace, Inc. (Aerospace & Defense)		178			9,633
HP, Inc. (Technology Hardware, Storage & Peripherals)		943			28,375
Hubbell, Inc. (Electrical Equipment)		31			10,197
Humana, Inc. (Health Care Providers & Services)		134			61,347
Huntington Bancshares, Inc. (Banks)		1,571			19,983
Huntington Ingalls Industries, Inc. (Aerospace & Defense)		43			11,165
IDEX Corp. (Machinery)		82			17,803
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		40			22,202
Illinois Tool Works, Inc. (Machinery)		160			41,910
Illumina, Inc.* (Life Sciences Tools & Services)		172			23,949
Incyte Corp.* (Biotechnology)		202			12,684
Ingersoll Rand, Inc. (Machinery)		101			7,811
Insulet Corp.* (Health Care Equipment & Supplies)		47			10,198
Intel Corp. (Semiconductors & Semiconductor Equipment)		4,570			229,642
Intercontinental Exchange, Inc. (Capital Markets)		621			79,755
International Business Machines Corp. (IT Services)		990			161,915
International Flavors & Fragrances, Inc. (Chemicals)		277			22,429
International Paper Co. (Containers & Packaging)		375			13,556
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		130			43,857
Invesco, Ltd. (Capital Markets)		489			8,724
Invitation Homes, Inc. (Residential REITs)		624			21,285
IQVIA Holdings, Inc.* (Life Sciences Tools & Services)		123			28,460
Iron Mountain, Inc. (Specialized REITs)		155			10,847
J.B. Hunt Transport Services, Inc. (Ground Transportation)		88			17,577
Jabil, Inc. (Electronic Equipment, Instruments & Components)		64			8,154
Jack Henry & Associates, Inc. (Financial Services)		79			12,909
Jacobs Solutions, Inc. (Professional Services)		136			17,653
Johnson & Johnson (Pharmaceuticals)		2,610			409,092
Johnson Controls International PLC (Building Products)		738			42,538
JPMorgan Chase & Co. (Banks)		3,135			533,264
Juniper Networks, Inc. (Communications Equipment)		346			10,200
Kellanova (Food Products)		286			15,990
Kenvue, Inc. (Personal Care Products)		1,869			40,240
Keurig Dr Pepper, Inc. (Beverages)		1,092			36,385
KeyCorp (Banks)		1,016			14,630
Keysight Technologies, Inc.* (Electronic Equipment, Instruments & Components)		192			30,545
Kimberly-Clark Corp. (Household Products)		366			44,473
Kimco Realty Corp. (Retail REITs)		720			15,343
Kinder Morgan, Inc. (Oil, Gas & Consumable Fuels)		2,098			37,009
L3Harris Technologies, Inc. (Aerospace & Defense)		205			43,177
Laboratory Corp. of America Holdings (Health Care Providers & Services)		92			20,911
Lamb Weston Holding, Inc. (Food Products)		53			5,729
Las Vegas Sands Corp. (Hotels, Restaurants & Leisure)		156			7,677
Leidos Holdings, Inc. (Professional Services)		149			16,128
Lennar Corp.—Class A (Household Durables)		119			17,736
Linde PLC (Chemicals)		252			103,498
LKQ Corp. (Distributors)		290			13,859
Lockheed Martin Corp. (Aerospace & Defense)		239			108,324
Loews Corp. (Insurance)		199			13,848
Lowe’s Cos., Inc. (Specialty Retail)		626			139,316
LyondellBasell Industries N.V.—Class A (Chemicals)		278			26,432
M&T Bank Corp. (Banks)		180			24,674
Marathon Oil Corp. (Oil, Gas & Consumable Fuels)		299			7,224
Marathon Petroleum Corp. (Oil, Gas & Consumable Fuels)		185			27,447
MarketAxess Holdings, Inc. (Capital Markets)		41			12,007
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		—	^(a)		70
Marsh & McLennan Cos., Inc. (Insurance)		257			48,694
Martin Marietta Materials, Inc. (Construction Materials)		23			11,475
Masco Corp. (Building Products)		112			7,502
Mastercard, Inc.—Class A (Financial Services)		251			107,054
Match Group, Inc.* (Interactive Media & Services)		295			10,768
McCormick & Co., Inc. (Food Products)		273			18,679
McDonald’s Corp. (Hotels, Restaurants & Leisure)		440			130,465
McKesson Corp. (Health Care Providers & Services)		144			66,669
Medtronic PLC (Health Care Equipment & Supplies)		1,444			118,956
Merck & Co., Inc. (Pharmaceuticals)		1,649			179,774

See accompanying notes to financial statements.

108 :: ProFund VP Large-Cap Value :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
MetLife, Inc. (Insurance)		673	$	44,505
Mettler-Toledo International, Inc.* (Life Sciences Tools & Services)		15		18,194
MGM Resorts International* (Hotels, Restaurants & Leisure)		95		4,245
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		240		21,643
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		1,190		101,555
Mid-America Apartment Communities, Inc. (Residential REITs)		127		17,076
Moderna, Inc.* (Biotechnology)		360		35,802
Mohawk Industries, Inc.* (Household Durables)		57		5,900
Molina Healthcare, Inc.* (Health Care Providers & Services)		26		9,394
Molson Coors Beverage Co.—Class B (Beverages)		201		12,303
Mondelez International, Inc.—Class A (Food Products)		855		61,927
Monster Beverage Corp.* (Beverages)		319		18,378
Moody’s Corp. (Capital Markets)		90		35,150
Morgan Stanley (Capital Markets)		1,371		127,846
Motorola Solutions, Inc. (Communications Equipment)		76		23,795
MSCI, Inc. (Capital Markets)		37		20,929
Nasdaq, Inc. (Capital Markets)		369		21,454
NetApp, Inc. (Technology Hardware, Storage & Peripherals)		143		12,607
Newmont Corp. (Metals & Mining)		1,250		51,738
News Corp.—Class A (Media)		413		10,139
News Corp.—Class B (Media)		125		3,215
NextEra Energy, Inc. (Electric Utilities)		2,224		135,087
NIKE, Inc.—Class B (Textiles, Apparel & Luxury Goods)		757		82,187
NiSource, Inc. (Multi-Utilities)		448		11,894
Nordson Corp. (Machinery)		59		15,585
Norfolk Southern Corp. (Ground Transportation)		245		57,913
Northern Trust Corp. (Capital Markets)		224		18,901
Northrop Grumman Corp. (Aerospace & Defense)		154		72,094
NRG Energy, Inc. (Electric Utilities)		245		12,667
Nucor Corp. (Metals & Mining)		99		17,230
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		70		16,078
Occidental Petroleum Corp. (Oil, Gas & Consumable Fuels)		716		42,752
Omnicom Group, Inc. (Media)		215		18,600
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		262		21,885
ONEOK, Inc. (Oil, Gas & Consumable Fuels)		240		16,853
O’Reilly Automotive, Inc.* (Specialty Retail)		17		16,151
Otis Worldwide Corp. (Machinery)		271		24,246
PACCAR, Inc. (Machinery)		153		14,940
Packaging Corp. of America (Containers & Packaging)		97		15,802
Paramount Global^(b)—Class B (Media)		525		7,765
Parker-Hannifin Corp. (Machinery)		31		14,282
Paychex, Inc. (Professional Services)		209		24,894
Paycom Software, Inc. (Professional Services)		30		6,202
PayPal Holdings, Inc.* (Financial Services)		1,169		71,788
Pentair PLC (Machinery)		54		3,926
PepsiCo, Inc. (Beverages)		953		161,858
Pfizer, Inc. (Pharmaceuticals)		6,122		176,252
PG&E Corp. (Electric Utilities)		2,314		41,721
Philip Morris International, Inc. (Tobacco)		1,060		99,725
Phillips 66 (Oil, Gas & Consumable Fuels)		477		63,508
Pinnacle West Capital Corp. (Electric Utilities)		123		8,836
Pioneer Natural Resources Co. (Oil, Gas & Consumable Fuels)		127		28,560
Pool Corp. (Distributors)		18		7,177
PPG Industries, Inc. (Chemicals)		256		38,285
PPL Corp. (Electric Utilities)		800		21,680
Principal Financial Group, Inc. (Insurance)		238		18,723
Prologis, Inc. (Industrial REITs)		1,002		133,567
Prudential Financial, Inc. (Insurance)		391		40,551
PTC, Inc.* (Software)		52		9,098
Public Service Enterprise Group, Inc. (Multi-Utilities)		541		33,082
Public Storage (Specialized REITs)		100		30,500
Qorvo, Inc.* (Semiconductors & Semiconductor Equipment)		106		11,937
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		579		83,741
Quanta Services, Inc. (Construction & Engineering)		49		10,574
Quest Diagnostics, Inc. (Health Care Providers & Services)		122		16,821
Ralph Lauren Corp. (Textiles, Apparel & Luxury Goods)		19		2,740
Raymond James Financial, Inc. (Capital Markets)		204		22,746
Realty Income Corp. (Retail REITs)		784		45,017
Regency Centers Corp. (Retail REITs)		178		11,926
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		45		39,523
Regions Financial Corp. (Banks)		1,010		19,574
Republic Services, Inc. (Commercial Services & Supplies)		95		15,666
ResMed, Inc. (Health Care Equipment & Supplies)		160		27,523
Revvity, Inc. (Life Sciences Tools & Services)		134		14,648
Robert Half, Inc. (Professional Services)		115		10,111
Rockwell Automation, Inc. (Electrical Equipment)		65		20,181
Rollins, Inc. (Commercial Services & Supplies)		174		7,599
Roper Technologies, Inc. (Software)		66		35,982
RTX Corp. (Aerospace & Defense)		1,559		131,174
S&P Global, Inc. (Capital Markets)		197		86,782
SBA Communications Corp. (Specialized REITs)		70		17,758
Schlumberger N.V. (Energy Equipment & Services)		1,549		80,610
Seagate Technology Holdings PLC (Technology Hardware, Storage & Peripherals)		124		10,586
Sempra (Multi-Utilities)		681		50,892

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Large-Cap Value :: 109

Common Stocks, continued

	Shares		Value
Simon Property Group, Inc. (Retail REITs)		223	$	31,809
Skyworks Solutions, Inc. (Semiconductors & Semiconductor Equipment)		173		19,449
Snap-on, Inc. (Machinery)		31		8,954
Southwest Airlines Co. (Passenger Airlines)		646		18,657
Stanley Black & Decker, Inc. (Machinery)		166		16,285
Starbucks Corp. (Hotels, Restaurants & Leisure)		507		48,677
State Street Corp. (Capital Markets)		335		25,949
Steel Dynamics, Inc. (Metals & Mining)		61		7,204
STERIS PLC (Health Care Equipment & Supplies)		47		10,333
Stryker Corp. (Health Care Equipment & Supplies)		132		39,529
Synchrony Financial (Consumer Finance)		449		17,147
Sysco Corp. (Consumer Staples Distribution & Retail)		547		40,002
T. Rowe Price Group, Inc. (Capital Markets)		242		26,061
Take-Two Interactive Software, Inc.* (Entertainment)		86		13,842
Tapestry, Inc. (Textiles, Apparel & Luxury Goods)		249		9,166
Target Corp. (Consumer Staples Distribution & Retail)		500		71,210
TE Connectivity, Ltd. (Electronic Equipment, Instruments & Components)		206		28,943
Teledyne Technologies, Inc.* (Electronic Equipment, Instruments & Components)		51		22,761
Teleflex, Inc. (Health Care Equipment & Supplies)		51		12,716
Teradyne, Inc. (Semiconductors & Semiconductor Equipment)		166		18,014
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		620		105,685
Textron, Inc. (Aerospace & Defense)		213		17,129
The AES Corp. (Independent Power and Renewable Electricity Producers)		727		13,995
The Allstate Corp. (Insurance)		284		39,754
The Bank of New York Mellon Corp. (Capital Markets)		834		43,410
The Boeing Co.* (Aerospace & Defense)		345		89,928
The Charles Schwab Corp. (Capital Markets)		1,613		110,974
The Cigna Group (Health Care Providers & Services)		316		94,626
The Clorox Co. (Household Products)		134		19,107
The Coca-Cola Co. (Beverages)		2,574		151,686
The Cooper Cos., Inc. (Health Care Equipment & Supplies)		31		11,732
The Estee Lauder Cos., Inc. (Personal Care Products)		252		36,855
The Goldman Sachs Group, Inc. (Capital Markets)		354		136,562
The Hartford Financial Services Group, Inc. (Insurance)		326		26,204
The Hershey Co. (Food Products)		101		18,830
The Home Depot, Inc. (Specialty Retail)		682		236,346
The Interpublic Group of Cos., Inc. (Media)		415		13,546
The JM Smucker Co. (Food Products)		115		14,534
The Kraft Heinz Co. (Food Products)		865		31,988
The Kroger Co. (Consumer Staples Distribution & Retail)		718		32,820
The Mosaic Co. (Chemicals)		354		12,648
The PNC Financial Services Group, Inc. (Banks)		432		66,895
The Procter & Gamble Co. (Household Products)		1,559		228,455
The Progressive Corp. (Insurance)		316		50,332
The Sherwin-Williams Co. (Chemicals)		128		39,923
The Southern Co. (Electric Utilities)		1,183		82,952
The TJX Cos., Inc. (Specialty Retail)		434		40,714
The Travelers Cos., Inc. (Insurance)		248		47,242
The Walt Disney Co. (Entertainment)		1,983		179,045
The Williams Cos., Inc. (Oil, Gas & Consumable Fuels)		805		28,038
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		260		138,006
T-Mobile U.S., Inc. (Wireless Telecommunication Services)		552		88,502
Tractor Supply Co. (Specialty Retail)		68		14,622
Trane Technologies PLC (Building Products)		77		18,780
Trimble, Inc.* (Electronic Equipment, Instruments & Components)		270		14,364
Truist Financial Corp. (Banks)		1,446		53,386
Tyson Foods, Inc.—Class A (Food Products)		309		16,609
U.S. Bancorp (Banks)		1,688		73,057
UDR, Inc. (Residential REITs)		328		12,559
Ulta Beauty, Inc.* (Specialty Retail)		18		8,820
Union Pacific Corp. (Ground Transportation)		364		89,405
United Airlines Holdings, Inc.* (Passenger Airlines)		355		14,647
United Parcel Service, Inc.—Class B (Air Freight & Logistics)		783		123,111
UnitedHealth Group, Inc. (Health Care Providers & Services)		622		327,464
Universal Health Services, Inc.—Class B (Health Care Providers & Services)		66		10,061
Valero Energy Corp. (Oil, Gas & Consumable Fuels)		369		47,970
Ventas, Inc. (Health Care REITs)		436		21,730
Veralto Corp. (Commercial Services & Supplies)		238		19,578
VeriSign, Inc.* (IT Services)		50		10,298
Verisk Analytics, Inc. (Professional Services)		71		16,959
Verizon Communications, Inc. (Diversified Telecommunication Services)		4,557		171,798
Vertex Pharmaceuticals, Inc.* (Biotechnology)		101		41,096
VF Corp. (Textiles, Apparel & Luxury Goods)		359		6,749
Viatris, Inc. (Pharmaceuticals)		1,303		14,111
VICI Properties, Inc. (Specialized REITs)		1,121		35,737
Visa, Inc.—Class A (Financial Services)		587		152,825
Vulcan Materials Co. (Construction Materials)		52		11,804
W.R. Berkley Corp. (Insurance)		221		15,629
W.W. Grainger, Inc. (Trading Companies & Distributors)		12		9,944
Walgreens Boots Alliance, Inc. (Consumer Staples Distribution & Retail)		778		20,314
Walmart, Inc. (Consumer Staples Distribution & Retail)		1,547		243,884
Warner Bros. Discovery, Inc.* (Entertainment)		2,406		27,380
Waste Management, Inc. (Commercial Services & Supplies)		211		37,790

See accompanying notes to financial statements.

110 :: ProFund VP Large-Cap Value :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Waters Corp.* (Life Sciences Tools & Services)		40	$	13,169
WEC Energy Group, Inc. (Multi-Utilities)		342		28,786
Wells Fargo & Co. (Banks)		3,937		193,779
Welltower, Inc. (Health Care REITs)		599		54,012
Western Digital Corp.* (Technology Hardware, Storage & Peripherals)		352		18,434
Westinghouse Air Brake Technologies Corp. (Machinery)		194		24,619
Westrock Co. (Containers & Packaging)		278		11,543
Weyerhaeuser Co. (Specialized REITs)		792		27,538
Whirlpool Corp. (Household Durables)		59		7,184
Willis Towers Watson PLC (Insurance)		112		27,014
Xcel Energy, Inc. (Electric Utilities)		597		36,960
Xylem, Inc. (Machinery)		261		29,848
Yum! Brands, Inc. (Hotels, Restaurants & Leisure)		164		21,428
Zebra Technologies Corp.* (Electronic Equipment, Instruments & Components)		56		15,306
Zimmer Biomet Holdings, Inc. (Health Care Equipment & Supplies)		226		27,504
Zions Bancorp NA (Banks)		161		7,063
Zoetis, Inc. (Pharmaceuticals)		223		44,014
TOTAL COMMON STOCKS (Cost $15,500,444)				20,274,857

Repurchase Agreements^(c) (0.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $42,024	$	42,000	$	42,000
TOTAL REPURCHASE AGREEMENTS (Cost $42,000)				42,000

Collateral for Securities Loaned^(d)(NM)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(e)		4,650	$	4,650
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $4,650)				4,650
TOTAL INVESTMENT SECURITIES (Cost $15,547,094)—100.1%				20,321,507
Net other assets (liabilities)—(0.1)%				(22,707	)
NET ASSETS—100.0%			$	20,298,800

Non-income producing security.

^(a)

Number of shares is less than 0.50

^(b)

All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $4,437.

^(c)

^(d)

Securities were purchased with cash collateral held from securities on loan at December 31, 2023.

^(e)

Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.

^NM

Not meaningful, amount is less than 0.05%

^REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Large-Cap Value :: 111

ProFund VP Large-Cap Value invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Aerospace & Defense	$	546,503		2.7	%
Air Freight & Logistics		210,171		1.0	%
Automobile Components		36,686		0.2	%
Automobiles		105,283		0.5	%
Banks		1,414,803		6.9	%
Beverages		434,222		2.1	%
Biotechnology		633,121		3.1	%
Broadline Retail		30,475		0.2	%
Building Products		107,509		0.5	%
Capital Markets		1,028,286		5.1	%
Chemicals		495,754		2.5	%
Commercial Services & Supplies		105,945		0.5	%
Communications Equipment		267,512		1.3	%
Construction & Engineering		10,574		0.1	%
Construction Materials		23,279		0.1	%
Consumer Finance		120,251		0.6	%
Consumer Staples Distribution & Retail		656,191		3.2	%
Containers & Packaging		93,296		0.5	%
Distributors		42,088		0.2	%
Diversified Telecommunication Services		301,893		1.4	%
Electric Utilities		652,173		3.2	%
Electrical Equipment		155,059		0.8	%
Electronic Equipment, Instruments & Components		192,785		0.9	%
Energy Equipment & Services		153,002		0.8	%
Entertainment		240,652		1.2	%
Financial Services		1,163,796		5.7	%
Food Products		317,154		1.6	%
Gas Utilities		18,660		0.1	%
Ground Transportation		202,027		1.0	%
Health Care Equipment & Supplies		792,112		3.9	%
Health Care Providers & Services		988,300		4.8	%
Health Care REITs		87,503		0.4	%
Hotel & Resort REITs		5,977		^NM
Hotels, Restaurants & Leisure		275,013		1.4	%
Household Durables		40,589		0.2	%
Household Products		349,094		1.7	%
Independent Power and Renewable Electricity Producers		13,995		0.1	%
Industrial Conglomerates		301,083		1.5	%
Industrial REITs		133,567		0.7	%
Insurance		687,304		3.4	%
Interactive Media & Services		10,768		0.1	%
IT Services		344,380		1.7	%
Leisure Products		7,199		^NM
Life Sciences Tools & Services		479,241		2.4	%
Machinery		399,062		2.0	%
Media		278,981		1.4	%
Metals & Mining		109,291		0.5	%
Multi-Utilities		284,373		1.4	%
Office REITs		32,568		0.2	%
Oil, Gas & Consumable Fuels		1,145,610		5.6	%
Passenger Airlines		55,424		0.3	%
Personal Care Products		77,095		0.4	%
Pharmaceuticals		945,239		4.7	%
Professional Services		191,762		0.9	%
Real Estate Management & Development		52,835		0.3	%
Residential REITs		131,561		0.6	%
Retail REITs		112,339		0.6	%
Semiconductors & Semiconductor Equipment		705,982		3.5	%
Software		100,564		0.5	%
Specialized REITs		347,122		1.7	%
Specialty Retail		511,782		2.5	%
Technology Hardware, Storage & Peripherals		93,638		0.5	%
Textiles, Apparel & Luxury Goods		100,842		0.5	%
Tobacco		177,137		0.9	%
Trading Companies & Distributors		30,023		0.1	%
Water Utilities		27,850		0.1	%
Wireless Telecommunication Services		88,502		0.4	%
Other**		23,943		0.1	%
Total	$	20,298,800		100.0	%

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

^NM

Not meaningful, amount is less than 0.05%

^REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

112 :: ProFund VP Materials^† :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (98.8%)

	Shares		Value
Air Products and Chemicals, Inc. (Chemicals)		3,327	$	910,933
Albemarle Corp. (Chemicals)		1,771		255,874
Amcor PLC (Containers & Packaging)		21,829		210,432
Avery Dennison Corp. (Containers & Packaging)		1,216		245,827
Ball Corp. (Containers & Packaging)		4,762		273,910
Celanese Corp. (Chemicals)		1,513		235,075
CF Industries Holdings, Inc. (Chemicals)		2,886		229,437
Corteva, Inc. (Chemicals)		10,643		510,013
Dow, Inc. (Chemicals)		10,593		580,920
DuPont de Nemours, Inc. (Chemicals)		6,495		499,660
Eastman Chemical Co. (Chemicals)		1,791		160,868
Ecolab, Inc. (Chemicals)		3,801		753,928
FMC Corp. (Chemicals)		1,884		118,786
Freeport-McMoRan, Inc. (Metals & Mining)		21,478		914,318
International Flavors & Fragrances, Inc. (Chemicals)		3,855		312,139
International Paper Co. (Containers & Packaging)		5,226		188,920
Linde PLC (Chemicals)		7,263		2,982,986
LyondellBasell Industries N.V.—Class A (Chemicals)		3,870		367,960
Martin Marietta Materials, Inc. (Construction Materials)		933		465,483
Newmont Corp. (Metals & Mining)		15,831		655,245
Nucor Corp. (Metals & Mining)		3,718		647,081
Packaging Corp. of America (Containers & Packaging)		1,355		220,743
PPG Industries, Inc. (Chemicals)		3,561		532,548
Steel Dynamics, Inc. (Metals & Mining)		2,297		271,276
The Mosaic Co. (Chemicals)		4,936		176,363
The Sherwin-Williams Co. (Chemicals)		3,527		1,100,071
Vulcan Materials Co. (Construction Materials)		2,007		455,609
Westrock Co. (Containers & Packaging)		3,872		160,765
TOTAL COMMON STOCKS (Cost $5,869,728)				14,437,170

Repurchase Agreements^(a) (1.6%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $227,131	$	227,000	$	227,000
TOTAL REPURCHASE AGREEMENTS (Cost $227,000)				227,000
TOTAL INVESTMENT SECURITIES (Cost $6,096,728)—100.4%				14,664,170
Net other assets (liabilities)—(0.4)%				(54,614	)
NET ASSETS—100.0%			$	14,609,556

^†

As described in Note 1, effective March 17, 2023, this ProFund VP’s name changed due to a change to its underlying benchmark index.

^(a)

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾		Rate Paid (Received)⁽²⁾				Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Materials Select Sector Index		Goldman Sachs International		1/23/24			5.93	%		$	181,792			$	(1,636	)

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

ProFund VP Materials invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Chemicals	$	9,727,561		66.6	%
Construction Materials		921,092		6.3	%
Containers & Packaging		1,300,597		8.9	%
Metals & Mining		2,487,920		17.0	%
Other**		172,386		1.2	%
Total	$	14,609,556		100.0	%

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Mid-Cap :: 113

Repurchase Agreements^(a)(b) (100.4%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $10,379,967	$	10,374,000	$	10,374,000
TOTAL REPURCHASE AGREEMENTS (Cost $10,374,000)				10,374,000
TOTAL INVESTMENT SECURITIES (Cost $10,374,000)—100.4%				10,374,000
Net other assets (liabilities)—(0.4)%				(39,101	)
NET ASSETS—100.0%			$	10,334,899

^(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2023, the aggregate amount held in a segregated account was $1,248,000.
^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Futures Contracts Purchased

		Number of Contracts		Expiration Date		Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
E-Mini S&P MidCap 400 Futures Contracts		5		3/18/24		$	1,404,750			$	84,150

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
S&P MidCap 400	Goldman Sachs International	1/29/24		5.83	%	$	3,827,260	$	(36,763	)
S&P MidCap 400	UBS AG	1/29/24		5.68	%		5,099,675		(48,960	)
						$	8,926,935	$	(85,723	)

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

114 :: ProFund VP Mid-Cap Growth :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (99.9%)

	Shares		Value
Acadia Healthcare Co., Inc.* (Health Care Providers & Services)		1,088	$	84,602
Acuity Brands, Inc. (Electrical Equipment)		186		38,098
Advanced Drainage Systems, Inc. (Building Products)		808		113,637
AECOM (Construction & Engineering)		752		69,507
Allegro MicroSystems, Inc.* (Semiconductors & Semiconductor Equipment)		292		8,839
Amedisys, Inc.* (Health Care Providers & Services)		161		15,305
Antero Midstream Corp. (Oil, Gas & Consumable Fuels)		2,328		29,170
AptarGroup, Inc. (Containers & Packaging)		457		56,494
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		1,262		38,617
Aspen Technology, Inc.* (Software)		165		36,325
Autoliv, Inc. (Automobile Components)		530		58,401
Avis Budget Group, Inc. (Ground Transportation)		217		38,465
Axalta Coating Systems, Ltd.* (Chemicals)		2,596		88,186
Azenta, Inc.* (Life Sciences Tools & Services)		453		29,508
Bank OZK (Banks)		646		32,190
BellRing Brands, Inc.* (Personal Care Products)		822		45,563
Blackbaud, Inc.* (Software)		316		27,397
Boyd Gaming Corp. (Hotels, Restaurants & Leisure)		820		51,340
Brixmor Property Group, Inc. (Retail REITs)		1,559		36,277
Bruker Corp. (Life Sciences Tools & Services)		657		48,276
Brunswick Corp. (Leisure Products)		495		47,891
Burlington Stores, Inc.* (Specialty Retail)		458		89,072
BWX Technologies, Inc. (Aerospace & Defense)		1,078		82,715
Cabot Corp. (Chemicals)		437		36,490
CACI International, Inc.*—Class A (Professional Services)		97		31,414
Calix, Inc.* (Communications Equipment)		339		14,811
Capri Holdings, Ltd.* (Textiles, Apparel & Luxury Goods)		658		33,058
Carlisle Cos., Inc. (Building Products)		574		179,334
Casey's General Stores, Inc. (Consumer Staples Distribution & Retail)		441		121,160
Celsius Holdings, Inc.* (Beverages)		1,749		95,356
ChampionX Corp. (Energy Equipment & Services)		1,538		44,925
Chart Industries, Inc.* (Machinery)		495		67,483
Chemed Corp. (Health Care Providers & Services)		107		62,568
Choice Hotels International, Inc.^(a) (Hotels, Restaurants & Leisure)		145		16,429
Chord Energy Corp. (Oil, Gas & Consumable Fuels)		486		80,788
Churchill Downs, Inc. (Hotels, Restaurants & Leisure)		801		108,078
Ciena Corp.* (Communications Equipment)		714		32,137
Cirrus Logic, Inc.* (Semiconductors & Semiconductor Equipment)		362		30,115
Civitas Resources, Inc.^(a) (Oil, Gas & Consumable Fuels)		1,008		68,927
Clean Harbors, Inc.* (Commercial Services & Supplies)		594		103,659
CNX Resources Corp.* (Oil, Gas & Consumable Fuels)		1,872		37,440
Coca-Cola Consolidated, Inc. (Beverages)		56		51,990
Cognex Corp. (Electronic Equipment, Instruments & Components)		894		37,316
Columbia Sportswear Co. (Textiles, Apparel & Luxury Goods)		195		15,510
Comfort Systems USA, Inc. (Construction & Engineering)		422		86,793
Commerce Bancshares, Inc. (Banks)		574		30,657
CommVault Systems, Inc.* (Software)		310		24,754
COPT Defense Properties (Office REITs)		517		13,251
Core & Main, Inc.*—Class A (Trading Companies & Distributors)		917		37,056
Coty, Inc.*—Class A (Personal Care Products)		4,416		54,847
Crane Co. (Machinery)		576		68,049
Crocs, Inc.* (Textiles, Apparel & Luxury Goods)		715		66,788
Crown Holdings, Inc. (Containers & Packaging)		670		61,701
CubeSmart (Specialized REITs)		1,458		67,577
Cullen/Frost Bankers, Inc. (Banks)		318		34,500
Curtiss-Wright Corp. (Aerospace & Defense)		293		65,277
Deckers Outdoor Corp.* (Textiles, Apparel & Luxury Goods)		303		202,535
Dick's Sporting Goods, Inc. (Specialty Retail)		385		56,576
Dolby Laboratories, Inc.—Class A (Software)		400		34,472
Donaldson Co., Inc. (Machinery)		811		52,999
Doximity, Inc.*—Class A (Health Care Technology)		696		19,516
Dropbox, Inc.*—Class A (Software)		3,020		89,030
DT Midstream, Inc. (Oil, Gas & Consumable Fuels)		719		39,401
Dynatrace, Inc.* (Software)		2,813		153,843
Eagle Materials, Inc. (Construction Materials)		412		83,570
East West Bancorp, Inc. (Banks)		898		64,611
EastGroup Properties, Inc. (Industrial REITs)		339		62,221
EMCOR Group, Inc. (Construction & Engineering)		555		119,564
Encompass Health Corp. (Health Care Providers & Services)		532		35,495
EnerSys (Electrical Equipment)		205		20,697
EPR Properties (Specialized REITs)		550		26,648
Equitable Holdings, Inc. (Financial Services)		1,988		66,200
Equitrans Midstream Corp. (Oil, Gas & Consumable Fuels)		2,096		21,337
Equity LifeStyle Properties, Inc. (Residential REITs)		1,407		99,250
Erie Indemnity Co.—Class A (Insurance)		171		57,271
Esab Corp. (Machinery)		669		57,949
Essential Utilities, Inc. (Water Utilities)		1,422		53,112
Euronet Worldwide, Inc.* (Financial Services)		279		28,316
Evercore, Inc. (Capital Markets)		283		48,407
Exelixis, Inc.* (Biotechnology)		3,668		87,995
ExlService Holdings, Inc.* (Professional Services)		1,108		34,182
Exponent, Inc. (Professional Services)		304		26,764
First Financial Bankshares, Inc. (Banks)		605		18,332

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Mid-Cap Growth :: 115

Common Stocks, continued

	Shares		Value
First Industrial Realty Trust, Inc. (Industrial REITs)		748	$	39,397
FirstCash Holdings, Inc. (Consumer Finance)		437		47,366
Five Below, Inc.* (Specialty Retail)		657		140,046
Floor & Decor Holdings, Inc.*—Class A (Specialty Retail)		1,257		140,231
Flowserve Corp. (Machinery)		695		28,648
Fortune Brands Innovations, Inc. (Building Products)		595		45,303
Fox Factory Holding Corp.* (Automobile Components)		189		12,754
FTI Consulting, Inc.* (Professional Services)		419		83,444
Gaming & Leisure Properties, Inc. (Specialized REITs)		1,354		66,819
GATX Corp. (Trading Companies & Distributors)		154		18,514
Gentex Corp. (Automobile Components)		1,761		57,514
GoDaddy, Inc.*—Class A (IT Services)		1,661		176,332
Graco, Inc. (Machinery)		1,993		172,912
Grand Canyon Education, Inc.* (Diversified Consumer Services)		349		46,082
GXO Logistics, Inc.* (Air Freight & Logistics)		884		54,065
H&R Block, Inc. (Diversified Consumer Services)		1,698		82,132
Haemonetics Corp.* (Health Care Equipment & Supplies)		359		30,698
Halozyme Therapeutics, Inc.* (Biotechnology)		1,557		57,547
Hancock Whitney Corp. (Banks)		529		25,704
HealthEquity, Inc.* (Health Care Providers & Services)		515		34,145
Hexcel Corp. (Aerospace & Defense)		486		35,843
Hilton Grand Vacations, Inc.* (Hotels, Restaurants & Leisure)		521		20,934
Houlihan Lokey, Inc. (Capital Markets)		609		73,025
Hyatt Hotels Corp.—Class A (Hotels, Restaurants & Leisure)		522		68,074
IDACORP, Inc. (Electric Utilities)		233		22,909
Inari Medical, Inc.* (Health Care Equipment & Supplies)		345		22,397
Ingredion, Inc. (Food Products)		276		29,955
Insperity, Inc. (Professional Services)		209		24,499
Interactive Brokers Group, Inc. (Capital Markets)		744		61,678
International Bancshares Corp. (Banks)		271		14,721
IPG Photonics Corp.* (Electronic Equipment, Instruments & Components)		156		16,932
Iridium Communications, Inc. (Diversified Telecommunication Services)		729		30,006
ITT, Inc. (Machinery)		969		115,621
Jazz Pharmaceuticals PLC* (Pharmaceuticals)		313		38,499
KB Home (Household Durables)		451		28,169
KBR, Inc. (Professional Services)		732		40,560
Kinsale Capital Group, Inc. (Insurance)		260		87,076
Kirby Corp.* (Marine Transportation)		293		22,995
Knife River Corp.* (Construction Materials)		473		31,303
Lamar Advertising Co.—Class A (Specialized REITs)		599		63,662
Lancaster Colony Corp. (Food Products)		116		19,301
Landstar System, Inc. (Ground Transportation)		289		55,965
Lantheus Holdings, Inc.* (Health Care Equipment & Supplies)		808		50,096
Lattice Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		1,628		112,316
Lennox International, Inc. (Building Products)		378		169,163
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		1,062		87,201
Lincoln Electric Holdings, Inc. (Machinery)		675		146,786
Littelfuse, Inc. (Electronic Equipment, Instruments & Components)		205		54,850
LivaNova PLC* (Health Care Equipment & Supplies)		235		12,159
Livent Corp.* (Chemicals)		1,299		23,356
Louisiana-Pacific Corp. (Paper & Forest Products)		492		34,848
MACOM Technology Solutions Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		403		37,459
Manhattan Associates, Inc.* (Software)		726		156,321
Masimo Corp.* (Health Care Equipment & Supplies)		325		38,093
Matador Resources Co. (Oil, Gas & Consumable Fuels)		1,308		74,373
Mattel, Inc.* (Leisure Products)		1,832		34,588
Maximus, Inc. (Professional Services)		524		43,943
Medpace Holdings, Inc.* (Life Sciences Tools & Services)		275		84,296
MGIC Investment Corp. (Financial Services)		1,242		23,958
MKS Instruments, Inc. (Semiconductors & Semiconductor Equipment)		363		37,342
Morningstar, Inc. (Capital Markets)		307		87,875
MP Materials Corp.* (Metals & Mining)		678		13,458
MSA Safety, Inc. (Commercial Services & Supplies)		437		73,779
MSC Industrial Direct Co., Inc. (Trading Companies & Distributors)		295		29,872
Murphy Oil Corp. (Oil, Gas & Consumable Fuels)		744		31,739
Murphy USA, Inc. (Specialty Retail)		229		81,652
National Storage Affiliates Trust (Specialized REITs)		446		18,496
Neurocrine Biosciences, Inc.* (Biotechnology)		1,159		152,709
NewMarket Corp. (Chemicals)		82		44,758
NNN REIT, Inc. (Retail REITs)		795		34,265
Novanta, Inc.* (Electronic Equipment, Instruments & Components)		245		41,260
nVent Electric PLC (Electrical Equipment)		1,957		115,639
Olin Corp. (Chemicals)		593		31,992
Ollie's Bargain Outlet Holdings, Inc.* (Broadline Retail)		729		55,324
Omega Healthcare Investors, Inc. (Health Care REITs)		1,183		36,271
Onto Innovation, Inc.* (Semiconductors & Semiconductor Equipment)		580		88,682
Option Care Health, Inc.* (Health Care Providers & Services)		1,149		38,710
Ovintiv, Inc. (Oil, Gas & Consumable Fuels)		2,995		131,540
Owens Corning (Building Products)		1,048		155,345
Park Hotels & Resorts, Inc. (Hotel & Resort REITs)		2,475		37,868

See accompanying notes to financial statements.

116 :: ProFund VP Mid-Cap Growth :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Paylocity Holding Corp.* (Professional Services)		509	$	83,908
Penumbra, Inc.* (Health Care Equipment & Supplies)		455		114,452
Permian Resources Corp. (Oil, Gas & Consumable Fuels)		4,900		66,640
Pinnacle Financial Partners, Inc. (Banks)		372		32,446
Planet Fitness, Inc.*—Class A (Hotels, Restaurants & Leisure)		1,009		73,657
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		335		27,507
Primerica, Inc. (Insurance)		414		85,185
Progyny, Inc.*^(a) (Health Care Providers & Services)		983		36,548
Qualys, Inc.* (Software)		435		85,382
Rambus, Inc.* (Semiconductors & Semiconductor Equipment)		1,269		86,609
Range Resources Corp. (Oil, Gas & Consumable Fuels)		2,846		86,632
Rayonier, Inc. (Specialized REITs)		610		20,380
RBC Bearings, Inc.* (Machinery)		344		98,002
Reliance Steel & Aluminum Co. (Metals & Mining)		678		189,623
RenaissanceRe Holdings, Ltd. (Insurance)		340		66,640
Repligen Corp.* (Life Sciences Tools & Services)		613		110,218
Rexford Industrial Realty, Inc. (Industrial REITs)		972		54,529
RH* (Specialty Retail)		83		24,193
RLI Corp. (Insurance)		308		41,001
Royal Gold, Inc. (Metals & Mining)		404		48,868
RPM International, Inc. (Chemicals)		821		91,648
Saia, Inc.* (Ground Transportation)		314		137,601
Science Applications International Corp. (Professional Services)		218		27,102
SEI Investments Co. (Capital Markets)		590		37,495
Selective Insurance Group, Inc. (Insurance)		393		39,096
Service Corp. International (Diversified Consumer Services)		889		60,852
Shockwave Medical, Inc.* (Health Care Equipment & Supplies)		436		83,084
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		376		49,734
Simpson Manufacturing Co., Inc. (Building Products)		503		99,584
Skechers U.S.A., Inc.*—Class A (Textiles, Apparel & Luxury Goods)		1,576		98,248
SLM Corp. (Consumer Finance)		1,066		20,382
Sotera Health Co.* (Life Sciences Tools & Services)		1,165		19,630
Southwestern Energy Co.* (Oil, Gas & Consumable Fuels)		12,995		85,117
Sprouts Farmers Market, Inc.* (Consumer Staples Distribution & Retail)		490		23,574
STAG Industrial, Inc. (Industrial REITs)		1,071		42,047
Super Micro Computer, Inc.* (Technology Hardware, Storage & Peripherals)		547		155,490
Synaptics, Inc.* (Semiconductors & Semiconductor Equipment)		189		21,561
Tempur Sealy International, Inc. (Household Durables)		2,031		103,520
Teradata Corp.* (Software)		1,155		50,254
Terex Corp. (Machinery)		444		25,512
Tetra Tech, Inc. (Commercial Services & Supplies)		628		104,832
Texas Roadhouse, Inc. (Hotels, Restaurants & Leisure)		788		96,316
The Boston Beer Co., Inc.*—Class A (Beverages)		52		17,971
The Brink's Co. (Commercial Services & Supplies)		532		46,789
The Carlyle Group, Inc. (Capital Markets)		1,226		49,886
The Middleby Corp.* (Machinery)		317		46,653
The New York Times Co.—Class A (Media)		1,929		94,502
The Scotts Miracle-Gro Co. (Chemicals)		186		11,858
The Timken Co. (Machinery)		299		23,965
The Toro Co. (Machinery)		588		56,442
The Wendy's Co. (Hotels, Restaurants & Leisure)		1,062		20,688
TKO Group Holdings, Inc. (Entertainment)		304		24,800
Toll Brothers, Inc. (Household Durables)		1,269		130,441
TopBuild Corp.* (Household Durables)		376		140,722
Travel + Leisure Co. (Hotels, Restaurants & Leisure)		598		23,376
Trex Co., Inc.* (Building Products)		1,281		106,054
UFP Industries, Inc. (Building Products)		730		91,652
United Therapeutics Corp.* (Biotechnology)		249		54,753
Universal Display Corp. (Semiconductors & Semiconductor Equipment)		513		98,116
Vail Resorts, Inc. (Hotels, Restaurants & Leisure)		297		63,401
Valaris, Ltd.* (Energy Equipment & Services)		739		50,673
Valvoline, Inc.* (Specialty Retail)		1,636		61,481
Visteon Corp.* (Automobile Components)		148		18,485
Vistra Corp. (Independent Power and Renewable Electricity Producers)		3,964		152,693
Vontier Corp. (Electronic Equipment, Instruments & Components)		1,820		62,881
Voya Financial, Inc. (Financial Services)		493		35,969
Watsco, Inc. (Trading Companies & Distributors)		399		170,959
Watts Water Technologies, Inc.—Class A (Machinery)		323		67,294
Weatherford International PLC* (Energy Equipment & Services)		851		83,254
Westlake Corp. (Chemicals)		378		52,905
WEX, Inc.* (Financial Services)		504		98,054
Williams-Sonoma, Inc. (Specialty Retail)		756		152,545
Wingstop, Inc. (Hotels, Restaurants & Leisure)		348		89,290
Wolfspeed, Inc.* (Semiconductors & Semiconductor Equipment)		693		30,152
Woodward, Inc. (Aerospace & Defense)		713		97,061
Wyndham Hotels & Resorts, Inc. (Hotels, Restaurants & Leisure)		646		51,945
XPO, Inc.* (Ground Transportation)		644		56,408
YETI Holdings, Inc.* (Leisure Products)		656		33,968
ZoomInfo Technologies, Inc.* (Interactive Media & Services)		1,151		21,282
TOTAL COMMON STOCKS (Cost $11,303,377)				14,907,032

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Mid-Cap Growth :: 117

Repurchase Agreements^(b) (0.4%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $67,038	$	67,000	$	67,000
TOTAL REPURCHASE AGREEMENTS (Cost $67,000)				67,000

Collateral for Securities Loaned^(c) (0.8%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(d)		124,867	$	124,867
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $124,867)				124,867
TOTAL INVESTMENT SECURITIES (Cost $11,495,244)—101.1%				15,098,899
Net other assets (liabilities)—(1.1)%				(163,053	)
NET ASSETS—100.0%			$	14,935,846

*	Non-income producing security.
^(a)	All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $120,458.
^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
^(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2023.
^(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.
^REIT	Real Estate Investment Trust

ProFund VP Mid-Cap Growth invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Aerospace & Defense	$	280,896		1.9	%
Air Freight & Logistics		54,065		0.4	%
Automobile Components		147,154		1.0	%
Banks		253,161		1.7	%
Beverages		165,317		1.1	%
Biotechnology		391,621		2.6	%
Broadline Retail		55,324		0.4	%
Building Products		960,072		6.4	%
Capital Markets		358,366		2.4	%
Chemicals		381,193		2.5	%
Commercial Services & Supplies		329,059		2.2	%
Communications Equipment		46,948		0.3	%
Construction & Engineering		275,864		1.8	%
Construction Materials		114,873		0.8	%
Consumer Finance		67,748		0.5	%
Consumer Staples Distribution & Retail		144,734		1.0	%
Containers & Packaging		118,195		0.8	%
Diversified Consumer Services		189,066		1.3	%
Diversified Telecommunication Services		30,006		0.2	%
Electric Utilities		22,909		0.2	%
Electrical Equipment		174,434		1.2	%
Electronic Equipment, Instruments & Components		213,239		1.4	%
Energy Equipment & Services		178,852		1.2	%
Entertainment		24,800		0.2	%
Financial Services		252,497		1.7	%
Food Products		49,256		0.3	%
Ground Transportation		288,439		1.9	%
Health Care Equipment & Supplies		350,979		2.3	%
Health Care Providers & Services		307,373		2.1	%
Health Care REITs		36,271		0.2	%
Health Care Technology		19,516		0.1	%
Hotel & Resort REITs		37,868		0.3	%
Hotels, Restaurants & Leisure		770,729		5.1	%
Household Durables		402,852		2.7	%
Independent Power and Renewable Electricity Producers		152,693		0.9	%
Industrial REITs		198,194		1.3	%
Insurance		376,269		2.5	%
Interactive Media & Services		21,282		0.1	%
IT Services		176,332		1.2	%
Leisure Products		116,447		0.8	%
Life Sciences Tools & Services		291,928		2.0	%
Machinery		1,028,315		6.9	%
Marine Transportation		22,995		0.2	%
Media		94,502		0.6	%
Metals & Mining		251,949		1.7	%
Office REITs		13,251		0.1	%
Oil, Gas & Consumable Fuels		753,104		5.0	%
Paper & Forest Products		34,848		0.2	%
Personal Care Products		100,410		0.7	%
Pharmaceuticals		38,499		0.3	%
Professional Services		395,816		2.7	%
Residential REITs		99,250		0.7	%
Retail REITs		70,542		0.5	%
Semiconductors & Semiconductor Equipment		628,432		4.2	%
Software		657,778		4.5	%
Specialized REITs		263,582		1.7	%
Specialty Retail		745,796		5.0	%
Technology Hardware, Storage & Peripherals		155,490		1.0	%
Textiles, Apparel & Luxury Goods		416,139		2.8	%
Trading Companies & Distributors		256,401		1.7	%
Water Utilities		53,112		0.4	%
Other**		28,814		0.1	%
Total	$	14,935,846		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.
^REIT	Real Estate Investment Trust

See accompanying notes to financial statements.

118 :: ProFund VP Mid-Cap Value :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (99.4%)

	Shares		Value
Acuity Brands, Inc. (Electrical Equipment)		147	$	30,110
Adient PLC* (Automobile Components)		914		33,233
AECOM (Construction & Engineering)		731		67,566
Affiliated Managers Group, Inc. (Capital Markets)		330		49,969
AGCO Corp. (Machinery)		606		73,574
Agree Realty Corp. (Retail REITs)		980		61,691
Alcoa Corp. (Metals & Mining)		1,740		59,160
Allegro MicroSystems, Inc.* (Semiconductors & Semiconductor Equipment)		452		13,682
ALLETE, Inc. (Electric Utilities)		561		34,311
Ally Financial, Inc. (Consumer Finance)		2,647		92,433
Amedisys, Inc.* (Health Care Providers & Services)		185		17,586
American Financial Group, Inc. (Insurance)		638		75,852
Amkor Technology, Inc. (Semiconductors & Semiconductor Equipment)		1,006		33,471
Annaly Capital Management, Inc. (Mortgage REITs)		4,877		94,468
Antero Midstream Corp. (Oil, Gas & Consumable Fuels)		1,396		17,492
Antero Resources Corp.* (Oil, Gas & Consumable Fuels)		2,755		62,483
Apartment Income REIT Corp. (Residential REITs)		1,433		49,768
AptarGroup, Inc. (Containers & Packaging)		263		32,512
Aramark (Hotels, Restaurants & Leisure)		2,545		71,514
Arrow Electronics, Inc.* (Electronic Equipment, Instruments & Components)		529		64,669
ASGN, Inc.* (Professional Services)		460		44,238
Ashland, Inc. (Chemicals)		499		42,071
Aspen Technology, Inc.* (Software)		137		30,160
Associated Banc-Corp. (Banks)		1,450		31,016
Autoliv, Inc. (Automobile Components)		292		32,175
AutoNation, Inc.* (Specialty Retail)		253		37,996
Avient Corp. (Chemicals)		889		36,956
Avnet, Inc. (Electronic Equipment, Instruments & Components)		883		44,503
Azenta, Inc.* (Life Sciences Tools & Services)		211		13,745
Bank OZK (Banks)		492		24,516
Belden, Inc. (Electronic Equipment, Instruments & Components)		406		31,364
BellRing Brands, Inc.* (Personal Care Products)		602		33,369
Berry Global Group, Inc. (Containers & Packaging)		1,152		77,634
BJ's Wholesale Club Holdings, Inc.* (Household Products)		1,304		86,925
Black Hills Corp. (Multi-Utilities)		663		35,769
Blackbaud, Inc.* (Software)		160		13,872
Brighthouse Financial, Inc.* (Insurance)		626		33,128
Brixmor Property Group, Inc. (Retail REITs)		1,642		38,209
Bruker Corp. (Life Sciences Tools & Services)		362		26,599
Brunswick Corp. (Leisure Products)		262		25,349
Burlington Stores, Inc.* (Specialty Retail)		253		49,203
Cable One, Inc. (Media)		45		25,047
Cabot Corp. (Chemicals)		178		14,863
CACI International, Inc.*—Class A (Professional Services)		137		44,369
Cadence Bank (Banks)		1,781		52,700
Calix, Inc.* (Communications Equipment)		292		12,757
Capri Holdings, Ltd.* (Textiles, Apparel & Luxury Goods)		590		29,642
Carter's, Inc. (Textiles, Apparel & Luxury Goods)		359		26,886
ChampionX Corp. (Energy Equipment & Services)		627		18,315
Chemed Corp. (Health Care Providers & Services)		59		34,500
Chesapeake Energy Corp. (Oil, Gas & Consumable Fuels)		1,086		83,557
Choice Hotels International, Inc. (Hotels, Restaurants & Leisure)		124		14,049
Ciena Corp.* (Communications Equipment)		850		38,259
Cirrus Logic, Inc.* (Semiconductors & Semiconductor Equipment)		226		18,801
Cleveland-Cliffs, Inc.* (Metals & Mining)		4,923		100,527
CNO Financial Group, Inc. (Insurance)		1,094		30,523
Cognex Corp. (Electronic Equipment, Instruments & Components)		940		39,236
Coherent Corp.* (Electronic Equipment, Instruments & Components)		1,285		55,936
Columbia Banking System, Inc. (Banks)		2,034		54,267
Columbia Sportswear Co. (Textiles, Apparel & Luxury Goods)		174		13,840
Commerce Bancshares, Inc. (Banks)		683		36,479
Commercial Metals Co. (Metals & Mining)		1,140		57,046
CommVault Systems, Inc.* (Software)		170		13,575
Concentrix Corp. (Professional Services)		461		45,275
COPT Defense Properties (Office REITs)		670		17,172
Core & Main, Inc.*—Class A (Trading Companies & Distributors)		572		23,115
Cousins Properties, Inc. (Office REITs)		1,480		36,038
Crane NXT Co. (Electronic Equipment, Instruments & Components)		470		26,729
Crown Holdings, Inc. (Containers & Packaging)		623		57,372
CubeSmart (Specialized REITs)		987		45,747
Cullen/Frost Bankers, Inc. (Banks)		362		39,273
Curtiss-Wright Corp. (Aerospace & Defense)		131		29,185
Darling Ingredients, Inc.* (Food Products)		1,556		77,550
Dick's Sporting Goods, Inc. (Specialty Retail)		281		41,293
Dolby Laboratories, Inc.—Class A (Software)		249		21,459
Donaldson Co., Inc. (Machinery)		506		33,067
Doximity, Inc.*—Class A (Health Care Technology)		576		16,151
DT Midstream, Inc. (Oil, Gas & Consumable Fuels)		350		19,180
East West Bancorp, Inc. (Banks)		632		45,472
EastGroup Properties, Inc. (Industrial REITs)		171		31,385
Encompass Health Corp. (Health Care Providers & Services)		538		35,895
EnerSys (Electrical Equipment)		224		22,615
Enovis Corp.* (Health Care Equipment & Supplies)		485		27,170
Envista Holdings Corp.* (Health Care Equipment & Supplies)		1,672		40,228
EPR Properties (Specialized REITs)		279		13,518
Equitable Holdings, Inc. (Financial Services)		1,458		48,551
Equitrans Midstream Corp. (Oil, Gas & Consumable Fuels)		2,496		25,409
Equity LifeStyle Properties, Inc. (Residential REITs)		654		46,133
Erie Indemnity Co.—Class A (Insurance)		102		34,162

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Mid-Cap Value :: 119

Common Stocks, continued

	Shares		Value
Essent Group, Ltd. (Financial Services)		1,042	$	54,955
Essential Utilities, Inc. (Water Utilities)		1,274		47,584
Euronet Worldwide, Inc.* (Financial Services)		196		19,892
Evercore, Inc. (Capital Markets)		105		17,960
ExlService Holdings, Inc.* (Professional Services)		692		21,348
Exponent, Inc. (Professional Services)		242		21,306
F.N.B. Corp. (Banks)		3,501		48,209
Federated Hermes, Inc. (Capital Markets)		841		28,476
Fidelity National Financial, Inc. (Insurance)		2,521		128,620
First American Financial Corp. (Insurance)		1,006		64,827
First Financial Bankshares, Inc. (Banks)		752		22,786
First Horizon Corp. (Banks)		5,451		77,186
First Industrial Realty Trust, Inc. (Industrial REITs)		671		35,342
Flowers Foods, Inc. (Food Products)		1,874		42,184
Flowserve Corp. (Machinery)		704		29,019
Fluor Corp.* (Construction & Engineering)		1,661		65,061
Fortune Brands Innovations, Inc. (Building Products)		737		56,115
Fox Factory Holding Corp.* (Automobile Components)		256		17,275
Frontier Communications Parent, Inc.* (Diversified Telecommunication Services)		2,157		54,658
GameStop Corp.*^(a)—Class A (Specialty Retail)		2,619		45,911
Gaming & Leisure Properties, Inc. (Specialized REITs)		1,484		73,236
GATX Corp. (Trading Companies & Distributors)		218		26,208
Genpact, Ltd. (Professional Services)		1,628		56,507
Gentex Corp. (Automobile Components)		819		26,749
Glacier Bancorp, Inc. (Banks)		1,081		44,667
Globus Medical, Inc.* (Health Care Equipment & Supplies)		1,125		59,952
Graham Holdings Co.—Class B (Diversified Consumer Services)		35		24,378
Graphic Packaging Holding Co. (Containers & Packaging)		2,986		73,605
Greif, Inc.—Class A (Containers & Packaging)		248		16,266
Grocery Outlet Holding Corp.* (Consumer Staples Distribution & Retail)		968		26,097
GXO Logistics, Inc.* (Air Freight & Logistics)		429		26,238
Haemonetics Corp.* (Health Care Equipment & Supplies)		198		16,931
Hancock Whitney Corp. (Banks)		403		19,582
Harley-Davidson, Inc. (Automobiles)		1,236		45,534
Healthcare Realty Trust, Inc. (Health Care REITs)		3,715		64,009
HealthEquity, Inc.* (Health Care Providers & Services)		409		27,117
Helen of Troy, Ltd.* (Household Durables)		232		28,028
Hertz Global Holdings, Inc.* (Ground Transportation)		1,292		13,424
Hexcel Corp. (Aerospace & Defense)		418		30,828
HF Sinclair Corp. (Oil, Gas & Consumable Fuels)		1,528		84,911
Hilton Grand Vacations, Inc.* (Hotels, Restaurants & Leisure)		264		10,608
Home BancShares, Inc. (Banks)		1,830		46,354
IDACORP, Inc. (Electric Utilities)		301		29,594
Inari Medical, Inc.* (Health Care Equipment & Supplies)		215		13,958
Independence Realty Trust, Inc. (Residential REITs)		2,192		33,538
Ingredion, Inc. (Food Products)		407		44,172
Insperity, Inc. (Professional Services)		172		20,162
Integra LifeSciences Holdings Corp.* (Health Care Equipment & Supplies)		664		28,917
Interactive Brokers Group, Inc. (Capital Markets)		428		35,481
International Bancshares Corp. (Banks)		297		16,133
IPG Photonics Corp.* (Electronic Equipment, Instruments & Components)		159		17,258
Iridium Communications, Inc. (Diversified Telecommunication Services)		604		24,861
Janus Henderson Group PLC (Capital Markets)		1,292		38,954
Jazz Pharmaceuticals PLC* (Pharmaceuticals)		356		43,788
Jefferies Financial Group, Inc. (Capital Markets)		1,642		66,353
Jones Lang LaSalle, Inc.* (Real Estate Management & Development)		464		87,636
KB Home (Household Durables)		373		23,298
KBR, Inc. (Professional Services)		711		39,397
Kemper Corp. (Insurance)		588		28,618
Kilroy Realty Corp. (Office REITs)		1,041		41,473
Kirby Corp.* (Marine Transportation)		334		26,212
Kite Realty Group Trust (Retail REITs)		2,140		48,920
Knife River Corp.* (Construction Materials)		160		10,589
Knight-Swift Transportation Holdings, Inc. (Ground Transportation)		1,573		90,683
Kyndryl Holdings, Inc.* (IT Services)		2,238		46,506
Lamar Advertising Co.—Class A (Specialized REITs)		359		38,155
Lancaster Colony Corp. (Food Products)		103		17,138
Landstar System, Inc. (Ground Transportation)		112		21,689
Lear Corp. (Automobile Components)		568		80,207
Leggett & Platt, Inc. (Household Durables)		1,301		34,047
Lithia Motors, Inc. (Specialty Retail)		268		88,247
Littelfuse, Inc. (Electronic Equipment, Instruments & Components)		73		19,532
LivaNova PLC* (Health Care Equipment & Supplies)		331		17,126
Livent Corp.* (Chemicals)		691		12,424
Louisiana-Pacific Corp. (Paper & Forest Products)		219		15,512
Lumentum Holdings, Inc.* (Communications Equipment)		653		34,230
MACOM Technology Solutions Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		195		18,125
Macy's, Inc. (Broadline Retail)		2,669		53,700
ManpowerGroup, Inc. (Professional Services)		476		37,828
Marriott Vacations Worldwide Corp. (Hotels, Restaurants & Leisure)		323		27,419
Masimo Corp.* (Health Care Equipment & Supplies)		164		19,222
MasTec, Inc.* (Construction & Engineering)		590		44,675
Mattel, Inc.* (Leisure Products)		1,930		36,438
Maximus, Inc. (Professional Services)		160		13,418
MDU Resources Group, Inc. (Construction & Engineering)		1,986		39,323
Medical Properties Trust, Inc. (Health Care REITs)		5,847		28,709
MGIC Investment Corp. (Financial Services)		1,677		32,349
MKS Instruments, Inc. (Semiconductors & Semiconductor Equipment)		313		32,198
MP Materials Corp.* (Metals & Mining)		844		16,753

See accompanying notes to financial statements.

120 :: ProFund VP Mid-Cap Value :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
MSC Industrial Direct Co., Inc. (Trading Companies & Distributors)		208	$	21,062
Murphy Oil Corp. (Oil, Gas & Consumable Fuels)		815		34,768
National Fuel Gas Co. (Gas Utilities)		895		44,902
National Storage Affiliates Trust (Specialized REITs)		384		15,924
Neogen Corp.* (Health Care Equipment & Supplies)		1,919		38,591
New Jersey Resources Corp. (Gas Utilities)		952		42,440
New York Community Bancorp, Inc. (Banks)		7,046		72,081
Nexstar Media Group, Inc. (Media)		315		49,376
NNN REIT, Inc. (Retail REITs)		1,120		48,272
Nordstrom, Inc. (Broadline Retail)		946		17,454
Northwestern Energy Group, Inc. (Multi-Utilities)		597		30,381
NOV, Inc. (Energy Equipment & Services)		3,841		77,895
Novanta, Inc.* (Electronic Equipment, Instruments & Components)		146		24,588
OGE Energy Corp. (Electric Utilities)		1,953		68,218
Old National Bancorp (Banks)		2,854		48,204
Old Republic International Corp. (Insurance)		2,542		74,735
Olin Corp. (Chemicals)		705		38,035
Omega Healthcare Investors, Inc. (Health Care REITs)		1,409		43,200
ONE Gas, Inc. (Gas Utilities)		541		34,473
Option Care Health, Inc.* (Health Care Providers & Services)		778		26,211
Ormat Technologies, Inc. (Independent Power and Renewable Electricity Producers)		523		39,638
Oshkosh Corp. (Machinery)		638		69,166
Patterson Cos., Inc. (Health Care Providers & Services)		830		23,614
PBF Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		1,060		46,598
Penn Entertainment, Inc.* (Hotels, Restaurants & Leisure)		1,481		38,536
Penske Automotive Group, Inc. (Specialty Retail)		190		30,497
Performance Food Group Co.* (Consumer Staples Distribution & Retail)		1,517		104,901
Perrigo Co. PLC (Pharmaceuticals)		1,321		42,510
Physicians Realty Trust (Health Care REITs)		2,326		30,959
Pilgrim's Pride Corp.* (Food Products)		393		10,870
Pinnacle Financial Partners, Inc. (Banks)		441		38,464
PNM Resources, Inc. (Electric Utilities)		837		34,819
Polaris, Inc. (Leisure Products)		518		49,091
Portland General Electric Co. (Electric Utilities)		987		42,777
Post Holdings, Inc.* (Food Products)		495		43,590
PotlatchDeltic Corp. (Specialized REITs)		774		38,003
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		277		22,744
Prosperity Bancshares, Inc. (Banks)		914		61,905
PVH Corp. (Textiles, Apparel & Luxury Goods)		589		71,928
QuidelOrtho Corp.* (Health Care Equipment & Supplies)		482		35,523
R1 RCM, Inc.* (Health Care Providers & Services)		1,921		20,305
Rayonier, Inc. (Specialized REITs)		825		27,563
Regal Rexnord Corp. (Electrical Equipment)		647		95,770
Reinsurance Group of America, Inc. (Insurance)		643		104,025
RenaissanceRe Holdings, Ltd. (Insurance)		231		45,276
Rexford Industrial Realty, Inc. (Industrial REITs)		1,255		70,406
RH* (Specialty Retail)		83		24,193
RLI Corp. (Insurance)		137		18,237
Royal Gold, Inc. (Metals & Mining)		307		37,135
RPM International, Inc. (Chemicals)		577		64,411
Ryder System, Inc. (Ground Transportation)		432		49,706
Sabra Health Care REIT, Inc. (Health Care REITs)		2,255		32,179
Science Applications International Corp. (Professional Services)		335		41,647
SEI Investments Co. (Capital Markets)		488		31,012
Selective Insurance Group, Inc. (Insurance)		266		26,462
Sensata Technologies Holding PLC (Electrical Equipment)		1,476		55,453
Service Corp. International (Diversified Consumer Services)		706		48,326
Silgan Holdings, Inc. (Containers & Packaging)		789		35,702
SLM Corp. (Consumer Finance)		1,324		25,315
Sonoco Products Co. (Containers & Packaging)		955		53,356
SouthState Corp. (Banks)		741		62,577
Southwest Gas Holdings, Inc. (Gas Utilities)		586		37,123
Spire, Inc. (Gas Utilities)		513		31,980
Spirit Realty Capital, Inc. (Retail REITs)		1,378		60,205
Sprouts Farmers Market, Inc.* (Consumer Staples Distribution & Retail)		585		28,144
STAG Industrial, Inc. (Industrial REITs)		886		34,784
Starwood Property Trust, Inc. (Mortgage REITs)		2,902		61,000
Stericycle, Inc.* (Commercial Services & Supplies)		902		44,703
Stifel Financial Corp. (Capital Markets)		995		68,805
Sunrun, Inc.* (Electrical Equipment)		2,118		41,576
Synaptics, Inc.* (Semiconductors & Semiconductor Equipment)		225		25,668
Synovus Financial Corp. (Banks)		1,426		53,689
Taylor Morrison Home Corp.* (Household Durables)		1,048		55,910
TD SYNNEX Corp. (Electronic Equipment, Instruments & Components)		499		53,697
TEGNA, Inc. (Media)		1,922		29,407
Tenet Healthcare Corp.* (Health Care Providers & Services)		991		74,890
Terex Corp. (Machinery)		289		16,606
Texas Capital Bancshares, Inc.* (Banks)		468		30,247
The Boston Beer Co., Inc.*—Class A (Beverages)		50		17,280
The Carlyle Group, Inc. (Capital Markets)		1,098		44,678
The Chemours Co. (Chemicals)		1,449		45,701
The Gap, Inc. (Specialty Retail)		2,092		43,744
The Goodyear Tire & Rubber Co.* (Automobile Components)		2,766		39,609
The Hanover Insurance Group, Inc. (Insurance)		349		42,376
The Middleby Corp.* (Machinery)		262		38,559
The Scotts Miracle-Gro Co. (Chemicals)		251		16,001
The Timken Co. (Machinery)		386		30,938
The Toro Co. (Machinery)		526		50,491
The Wendy's Co. (Hotels, Restaurants & Leisure)		750		14,610
The Western Union Co. (Financial Services)		3,553		42,352
Thor Industries, Inc. (Automobiles)		519		61,372
TKO Group Holdings, Inc. (Entertainment)		333		27,166

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Mid-Cap Value :: 121

Common Stocks, continued

	Shares		Value
Travel + Leisure Co. (Hotels, Restaurants & Leisure)		212	$	8,287
UGI Corp. (Gas Utilities)		2,044		50,283
UMB Financial Corp. (Banks)		426		35,592
Under Armour, Inc.*—Class A (Textiles, Apparel & Luxury Goods)		1,842		16,191
Under Armour, Inc.*—Class C (Textiles, Apparel & Luxury Goods)		1,887		15,756
United Bankshares, Inc. (Banks)		1,316		49,416
United States Steel Corp. (Metals & Mining)		2,174		105,764
United Therapeutics Corp.* (Biotechnology)		251		55,192
Unum Group (Insurance)		1,788		80,853
US Foods Holding Corp.* (Consumer Staples Distribution & Retail)		2,206		100,174
Vail Resorts, Inc. (Hotels, Restaurants & Leisure)		127		27,111
Valley National Bancorp (Banks)		4,161		45,188
Valmont Industries, Inc. (Construction & Engineering)		204		47,636
Vishay Intertechnology, Inc. (Electronic Equipment, Instruments & Components)		1,231		29,507
Visteon Corp.* (Automobile Components)		150		18,735
Vornado Realty Trust (Office REITs)		1,559		44,042
Voya Financial, Inc. (Financial Services)		612		44,652
Webster Financial Corp. (Banks)		1,678		85,174
Werner Enterprises, Inc. (Ground Transportation)		619		26,227
WESCO International, Inc. (Trading Companies & Distributors)		428		74,420
Wintrust Financial Corp. (Banks)		597		55,372
Wolfspeed, Inc.* (Semiconductors & Semiconductor Equipment)		647		28,151
WP Carey, Inc. (Diversified REITs)		2,133		138,240
Wyndham Hotels & Resorts, Inc. (Hotels, Restaurants & Leisure)		275		22,113
XPO, Inc.* (Ground Transportation)		599		52,466
YETI Holdings, Inc.* (Leisure Products)		305		15,793
Ziff Davis, Inc.* (Interactive Media & Services)		449		30,168
ZoomInfo Technologies, Inc.* (Interactive Media & Services)		1,936		35,797
TOTAL COMMON STOCKS (Cost $9,813,528)				12,211,177

Repurchase Agreements^(b) (0.7%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $81,047	$	81,000	$	81,000
TOTAL REPURCHASE AGREEMENTS (Cost $81,000)				81,000

Collateral for Securities Loaned^(c) (0.3%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(d)		40,645	$	40,645
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $40,645)				40,645
TOTAL INVESTMENT SECURITIES (Cost $9,935,173)—100.4%				12,332,822
Net other assets (liabilities)—(0.4)%				(46,449	)
NET ASSETS—100.0%			$	12,286,373

*	Non-income producing security.
^(a)	All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $38,513.
^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
^(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2023.
^(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.
^REIT	Real Estate Investment Trust

See accompanying notes to financial statements.

122 :: ProFund VP Mid-Cap Value :: Schedule of Portfolio Investments :: December 31, 2023

ProFund VP Mid-Cap Value invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Aerospace & Defense	$	60,013		0.5	%
Air Freight & Logistics		26,238		0.2	%
Automobile Components		247,983		2.0	%
Automobiles		106,906		0.9	%
Banks		1,196,549		9.7	%
Beverages		17,280		0.1	%
Biotechnology		55,192		0.4	%
Broadline Retail		71,154		0.6	%
Building Products		56,115		0.5	%
Capital Markets		381,688		3.1	%
Chemicals		270,462		2.2	%
Commercial Services & Supplies		44,703		0.4	%
Communications Equipment		85,246		0.7	%
Construction & Engineering		264,261		2.2	%
Construction Materials		10,589		0.1	%
Consumer Finance		117,748		1.0	%
Consumer Staples Distribution & Retail		259,316		2.1	%
Containers & Packaging		346,447		2.8	%
Diversified Consumer Services		72,704		0.6	%
Diversified REITs		138,240		1.1	%
Diversified Telecommunication Services		79,519		0.7	%
Electric Utilities		209,719		1.7	%
Electrical Equipment		245,524		2.0	%
Electronic Equipment, Instruments & Components		407,019		3.3	%
Energy Equipment & Services		96,210		0.8	%
Entertainment		27,166		0.2	%
Financial Services		242,751		2.0	%
Food Products		235,504		1.9	%
Gas Utilities		241,201		2.0	%
Ground Transportation		254,195		2.1	%
Health Care Equipment & Supplies		297,618		2.5	%
Health Care Providers & Services		260,118		2.2	%
Health Care REITs		199,056		1.6	%
Health Care Technology		16,151		0.1	%
Hotels, Restaurants & Leisure		234,247		1.9	%
Household Durables		141,283		1.1	%
Household Products		86,925		0.7	%
Independent Power and Renewable Electricity Producers		39,638		0.3	%
Industrial REITs		171,917		1.4	%
Insurance		787,694		6.4	%
Interactive Media & Services		65,965		0.5	%
IT Services		46,506		0.4	%
Leisure Products		126,671		1.0	%
Life Sciences Tools & Services		40,344		0.3	%
Machinery		341,420		2.7	%
Marine Transportation		26,212		0.2	%
Media		103,830		0.9	%
Metals & Mining		376,385		3.1	%
Mortgage REITs		155,468		1.3	%
Multi-Utilities		66,150		0.5	%
Office REITs		138,725		1.1	%
Oil, Gas & Consumable Fuels		374,398		3.0	%
Paper & Forest Products		15,512		0.1	%
Personal Care Products		33,369		0.3	%
Pharmaceuticals		86,298		0.7	%
Professional Services		385,495		3.0	%
Real Estate Management & Development		87,636		0.7	%
Residential REITs		129,439		1.1	%
Retail REITs		257,297		2.1	%
Semiconductors & Semiconductor Equipment		192,840		1.6	%
Software		79,066		0.6	%
Specialized REITs		252,146		2.1	%
Specialty Retail		361,084		3.0	%
Textiles, Apparel & Luxury Goods		174,243		1.4	%
Trading Companies & Distributors		144,805		1.2	%
Water Utilities		47,584		0.4	%
Other**		75,196		0.6	%
Total	$	12,286,373		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.
^REIT	Real Estate Investment Trust

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Nasdaq-100 :: 123

Common Stocks (66.4%)

	Shares		Value
Adobe, Inc.* (Software)		3,547	$	2,116,140
Advanced Micro Devices, Inc.*(Semiconductors & Semiconductor Equipment)		12,585		1,855,155
Airbnb, Inc.*—Class A (Hotels, Restaurants & Leisure)		3,387		461,106
Alphabet, Inc.*—Class A (Interactive Media & Services)		17,849		2,493,327
Alphabet, Inc.*—Class C (Interactive Media & Services)		17,267		2,433,438
Amazon.com, Inc.* (Broadline Retail)		31,169		4,735,817
American Electric Power Co., Inc. (Electric Utilities)		4,097		332,758
Amgen, Inc. (Biotechnology)		4,169		1,200,756
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		3,865		767,434
ANSYS, Inc.* (Software)		677		245,670
Apple, Inc. (Technology Hardware, Storage & Peripherals)		46,910		9,031,582
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		6,517		1,056,210
ASML Holding N.V.^NYS (Semiconductors & Semiconductor Equipment)		684		517,733
AstraZeneca PLC^ADR (Pharmaceuticals)		4,536		305,500
Atlassian Corp.*—Class A (Software)		1,208		287,335
Autodesk, Inc.* (Software)		1,665		405,394
Automatic Data Processing, Inc. (Professional Services)		3,205		746,669
Baker Hughes Co. (Energy Equipment & Services)		7,839		267,937
Biogen, Inc.* (Biotechnology)		1,129		292,151
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		272		964,844
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		3,639		4,062,033
Cadence Design Systems, Inc.* (Software)		2,119		577,152
CDW Corp. (Electronic Equipment, Instruments & Components)		1,044		237,322
Charter Communications, Inc.*—Class A (Media)		1,152		447,759
Cintas Corp. (Commercial Services & Supplies)		793		477,909
Cisco Systems, Inc. (Communications Equipment)		31,655		1,599,211
Coca-Cola Europacific Partners PLC (Beverages)		3,558		237,461
Cognizant Technology Solutions Corp.—Class A (IT Services)		3,906		295,020
Comcast Corp.—Class A (Media)		31,283		1,371,760
Constellation Energy Corp. (Electric Utilities)		2,488		290,822
Copart, Inc.* (Commercial Services & Supplies)		7,480		366,520
CoStar Group, Inc.* (Real Estate Management & Development)		3,181		277,988
Costco Wholesale Corp. (Consumer Staples Distribution & Retail)		3,449		2,276,616
Crowdstrike Holdings, Inc.*—Class A (Software)		1,773		452,682
CSX Corp. (Ground Transportation)		15,394		533,709
Datadog, Inc.*—Class A (Software)		2,354		285,729
Dexcom, Inc.* (Health Care Equipment & Supplies)		3,010		373,511
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)		1,394		216,182
Dollar Tree, Inc.* (Consumer Staples Distribution & Retail)		1,697		241,059
DoorDash, Inc.*—Class A (Hotels, Restaurants & Leisure)		2,888		285,594
Electronic Arts, Inc. (Entertainment)		2,097		286,891
Exelon Corp. (Electric Utilities)		7,755		278,405
Fastenal Co. (Trading Companies & Distributors)		4,451		288,291
Fortinet, Inc.* (Software)		5,983		350,185
GE HealthCare Technologies, Inc. (Health Care Equipment & Supplies)		3,546		274,177
Gilead Sciences, Inc. (Biotechnology)		9,707		786,364
GLOBALFOUNDRIES, Inc.*^(a)(Semiconductors & Semiconductor Equipment)		4,267		258,580
Honeywell International, Inc. (Industrial Conglomerates)		5,136		1,077,071
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		647		359,117
Illumina, Inc.* (Life Sciences Tools & Services)		1,237		172,240
Intel Corp. (Semiconductors & Semiconductor Equipment)		32,844		1,650,411
Intuit, Inc. (Software)		2,181		1,363,190
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		2,743		925,378
Keurig Dr Pepper, Inc. (Beverages)		10,893		362,955
KLA Corp. (Semiconductors & Semiconductor Equipment)		1,059		615,597
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		1,027		804,408
Lululemon Athletica, Inc.* (Textiles, Apparel & Luxury Goods)		946		483,680
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		2,288		515,967
Marvell Technology, Inc. (Semiconductors & Semiconductor Equipment)		6,721		405,344
MercadoLibre, Inc.* (Broadline Retail)		394		619,187
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		10,650		3,769,673
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		4,215		380,109
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		8,598		733,753
Microsoft Corp. (Software)		22,417		8,429,689
Moderna, Inc.* (Biotechnology)		2,970		295,367
Mondelez International, Inc.—Class A (Food Products)		10,602		767,903
MongoDB, Inc.* (IT Services)		556		227,321
Monster Beverage Corp.* (Beverages)		8,105		466,929
Netflix, Inc.* (Entertainment)		3,410		1,660,260
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		7,450		3,689,389
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		2,008		461,197
Old Dominion Freight Line, Inc. (Ground Transportation)		850		344,531

See accompanying notes to financial statements.

124 :: ProFund VP Nasdaq-100 :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		3,355	$	280,243
O'Reilly Automotive, Inc.* (Specialty Retail)		461		437,987
PACCAR, Inc. (Machinery)		4,075		397,924
Palo Alto Networks, Inc.* (Software)		2,456		724,225
Paychex, Inc. (Professional Services)		2,814		335,176
PayPal Holdings, Inc.* (Financial Services)		8,399		515,783
PDD Holdings, Inc.*^ADR (Broadline Retail)		5,203		761,251
PepsiCo, Inc. (Beverages)		10,710		1,818,986
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		8,671		1,254,087
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		835		733,372
Roper Technologies, Inc. (Software)		832		453,581
Ross Stores, Inc. (Specialty Retail)		2,638		365,073
Sirius XM Holdings, Inc.^(a) (Media)		29,906		163,586
Splunk, Inc.* (Software)		1,313		200,036
Starbucks Corp. (Hotels, Restaurants & Leisure)		8,855		850,169
Synopsys, Inc.* (Software)		1,185		610,168
Take-Two Interactive Software, Inc.* (Entertainment)		1,325		213,259
Tesla, Inc.* (Automobiles)		14,513		3,606,190
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		7,075		1,206,005
The Kraft Heinz Co. (Food Products)		9,555		353,344
The Trade Desk, Inc.*—Class A (Media)		3,476		250,133
T-Mobile U.S., Inc. (Wireless Telecommunication Services)		9,009		1,444,413
Verisk Analytics, Inc. (Professional Services)		1,129		269,673
Vertex Pharmaceuticals, Inc.* (Biotechnology)		2,007		816,628
Walgreens Boots Alliance, Inc. (Consumer Staples Distribution & Retail)		6,730		175,720
Warner Bros. Discovery, Inc.* (Entertainment)		18,997		216,186
Workday, Inc.*—Class A (Software)		1,628		449,426
Xcel Energy, Inc. (Electric Utilities)		4,299		266,151
Zscaler, Inc.* (Software)		1,155		255,902
TOTAL COMMON STOCKS (Cost $33,799,116)				97,951,231

Repurchase Agreements^(b)(c) (32.0%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $47,208,136	$	47,181,000	$	47,181,000
TOTAL REPURCHASE AGREEMENTS (Cost $47,181,000)				47,181,000

Collateral for Securities Loaned^(d) (0.3%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(e)		439,645	$	439,645
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $439,645)				439,645
TOTAL INVESTMENT SECURITIES (Cost $81,419,761)—98.7%				145,571,876
Net other assets (liabilities)—1.3%				1,875,885
NET ASSETS—100.0%			$	147,447,761

*	Non-income producing security.
^(a)	All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $422,100.
^(b)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2023, the aggregate amount held in a segregated account was $3,042,000.
^(c)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
^(d)	Securities were purchased with cash collateral held from securities on loan at December 31, 2023.
^(e)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.
^ADR	American Depositary Receipt
^NYS	New York Shares

Futures Contracts Purchased

		Number of Contracts			Expiration Date		Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
E-Mini Nasdaq-100 Futures Contracts		50			3/18/24		$	17,023,500			$	911,679

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾		Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Nasdaq-100 Index	Goldman Sachs International	1/29/24	5.93	%	$	32,288,960	$	(160,882	)
Nasdaq-100 Index	UBS AG	1/29/24	6.13	%		168,259		(857	)
					$	32,457,219	$	(161,739	)

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Nasdaq-100 :: 125

ProFund VP Nasdaq-100 invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Automobiles	$	3,606,190		2.5	%
Beverages		2,886,331		1.9	%
Biotechnology		4,124,638		2.8	%
Broadline Retail		6,116,255		4.2	%
Commercial Services & Supplies		844,429		0.6	%
Communications Equipment		1,599,211		1.1	%
Consumer Staples Distribution & Retail		2,693,395		1.8	%
Electric Utilities		1,168,136		0.8	%
Electronic Equipment, Instruments & Components		237,322		0.2	%
Energy Equipment & Services		267,937		0.2	%
Entertainment		2,376,596		1.6	%
Financial Services		515,783		0.3	%
Food Products		1,121,247		0.8	%
Ground Transportation		878,240		0.6	%
Health Care Equipment & Supplies		1,932,183		1.3	%
Hotels, Restaurants & Leisure		3,077,680		2.1	%
Industrial Conglomerates		1,077,071		0.7	%
Interactive Media & Services		8,696,438		5.9	%
IT Services		522,341		0.4	%
Life Sciences Tools & Services		172,240		0.1	%
Machinery		397,924		0.3	%
Media		2,233,238		1.5	%
Oil, Gas & Consumable Fuels		216,182		0.1	%
Pharmaceuticals		305,500		0.2	%
Professional Services		1,351,518		0.9	%
Real Estate Management & Development		277,988		0.2	%
Semiconductors & Semiconductor Equipment		19,997,688		13.5	%
Software		17,206,504		11.7	%
Specialty Retail		803,060		0.5	%
Technology Hardware, Storage & Peripherals		9,031,582		6.1	%
Textiles, Apparel & Luxury Goods		483,680		0.3	%
Trading Companies & Distributors		288,291		0.2	%
Wireless Telecommunication Services		1,444,413		1.0	%
Other**		49,496,530		33.6	%
Total	$	147,447,761		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

126 :: ProFund VP Pharmaceuticals :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (99.5%)

	Shares		Value
Amneal Pharmaceuticals, Inc.* (Pharmaceuticals)		11,892	$	72,184
Amphastar Pharmaceuticals, Inc.* (Pharmaceuticals)		3,662		226,495
Amylyx Pharmaceuticals, Inc.* (Pharmaceuticals)		18,478		271,996
ANI Pharmaceuticals, Inc.* (Pharmaceuticals)		2,132		117,558
Arvinas, Inc.* (Pharmaceuticals)		3,057		125,826
Axsome Therapeutics, Inc.* (Pharmaceuticals)		5,889		468,706
Bristol-Myers Squibb Co. (Pharmaceuticals)		8,214		421,460
Cassava Sciences, Inc.*^(a) (Pharmaceuticals)		8,525		191,898
Catalent, Inc.* (Pharmaceuticals)		11,113		499,307
Collegium Pharmaceutical, Inc.* (Pharmaceuticals)		2,840		87,415
Corcept Therapeutics, Inc.* (Pharmaceuticals)		8,482		275,495
Cymabay Therapeutics, Inc.* (Pharmaceuticals)		18,588		439,049
Elanco Animal Health, Inc.* (Pharmaceuticals)		32,280		480,972
Eli Lilly & Co. (Pharmaceuticals)		691		402,798
Evolus, Inc.* (Pharmaceuticals)		4,937		51,987
Harmony Biosciences Holdings, Inc.* (Pharmaceuticals)		7,439		240,280
Innoviva, Inc.* (Pharmaceuticals)		6,828		109,521
Intra-Cellular Therapies, Inc.* (Pharmaceuticals)		6,854		490,883
Jazz Pharmaceuticals PLC* (Pharmaceuticals)		3,431		422,013
Johnson & Johnson (Pharmaceuticals)		2,676		419,436
Ligand Pharmaceuticals, Inc.* (Pharmaceuticals)		1,127		80,490
Merck & Co., Inc. (Pharmaceuticals)		3,983		434,227
Organon & Co. (Pharmaceuticals)		37,494		540,664
Pacira BioSciences, Inc.* (Pharmaceuticals)		6,205		209,357
Perrigo Co. PLC (Pharmaceuticals)		13,935		448,428
Pfizer, Inc. (Pharmaceuticals)		14,357		413,338
Pliant Therapeutics, Inc.* (Pharmaceuticals)		6,700		121,337
Prestige Consumer Healthcare, Inc.* (Pharmaceuticals)		2,772		169,702
Revance Therapeutics, Inc.* (Pharmaceuticals)		28,829		253,407
Royalty Pharma PLC—Class A (Pharmaceuticals)		14,463		406,266
Supernus Pharmaceuticals, Inc.* (Pharmaceuticals)		5,023		145,366
Tarsus Pharmaceuticals, Inc.* (Pharmaceuticals)		5,105		103,376
Theravance Biopharma, Inc.* (Pharmaceuticals)		4,476		50,310
Viatris, Inc. (Pharmaceuticals)		42,035		455,239
Zoetis, Inc. (Pharmaceuticals)		2,239		441,911
TOTAL COMMON STOCKS (Cost $7,285,038)				10,088,697

Warrant^(NM)

	Shares		Value
Cassava Sciences, Inc.*⁺ expiring at 11/15/24 (Pharmaceuticals)		3,483	$	2,665
TOTAL WARRANT (Cost $—)				2,665

Repurchase Agreements^(b) (2.5%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $258,148	$	258,000	$	258,000
TOTAL REPURCHASE AGREEMENTS (Cost $258,000)				258,000

Collateral for Securities Loaned^(c) (2.3%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(d)		229,478	$	229,478
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $229,478)				229,478
TOTAL INVESTMENT SECURITIES (Cost $7,772,516)—104.3%				10,578,840
Net other assets (liabilities)—(4.3)%				(439,529	)
NET ASSETS—100.0%			$	10,139,311

	*	Non-income producing security.
	⁺	These securities were fair valued based on procedures approved by the Board of Trustees. As of December 31, 2023, these securities represented 0.026% of the net assets of the Fund.
	^(a)	All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $191,898.
	^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
	^(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2023.
	^(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.
	^NM	Not meaningful, amount is less than 0.05%

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾			Rate Paid (Received)⁽²⁾			Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Pharmaceuticals Select Industry Index		Goldman Sachs International		1/23/24			5.93	%		$	86,103			$	1,471

	⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
	⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Pharmaceuticals :: 127

ProFund VP Pharmaceuticals invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Pharmaceuticals	$	10,088,697		99.5	%
Other**		50,614		0.5	%
Total	$	10,139,311		100.0	%

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

128 :: ProFund VP Precious Metals :: Schedule of Portfolio Investments :: December 31, 2023

Repurchase Agreements^(a)(b) (91.8%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $22,681,039	$	22,668,000	$	22,668,000
TOTAL REPURCHASE AGREEMENTS (Cost $22,668,000)				22,668,000
TOTAL INVESTMENT SECURITIES (Cost $22,668,000)—91.8%				22,668,000
Net other assets (liabilities)—8.2%				2,023,037
NET ASSETS—100.0%			$	24,691,037

	^(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2023, the aggregate amount held in a segregated account was $2,893,000.
	^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾		Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones Precious Metals Index	Goldman Sachs International	1/23/24	5.93	%	$	15,012,459	$	(251,442	)
Dow Jones Precious Metals Index	UBS AG	1/23/24	6.08	%		9,575,842		(176,549	)
					$	24,588,301	$	(427,991	)

	⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
	⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Real Estate :: 129

Common Stocks (96.9%)

	Shares		Value
Alexandria Real Estate Equities, Inc. (Office REITs)		974	$	123,475
American Tower Corp. (Specialized REITs)		2,905		627,130
AvalonBay Communities, Inc. (Residential REITs)		885		165,691
Boston Properties, Inc. (Office REITs)		901		63,223
Camden Property Trust (Residential REITs)		665		66,028
CBRE Group, Inc.*—Class A (Real Estate Management & Development)		1,899		176,778
CoStar Group, Inc.* (Real Estate Management & Development)		2,544		222,320
Crown Castle, Inc. (Specialized REITs)		2,704		311,474
Digital Realty Trust, Inc. (Specialized REITs)		1,887		253,952
Equinix, Inc. (Specialized REITs)		585		471,153
Equity Commonwealth (Office REITs)		1		14
Equity Residential (Residential REITs)		2,153		131,677
Essex Property Trust, Inc. (Residential REITs)		400		99,176
Extra Space Storage, Inc. (Specialized REITs)		1,317		211,155
Federal Realty Investment Trust (Retail REITs)		458		47,197
Healthpeak Properties, Inc. (Health Care REITs)		3,409		67,498
Host Hotels & Resorts, Inc. (Hotel & Resort REITs)		4,395		85,571
Invitation Homes, Inc. (Residential REITs)		3,583		122,216
Iron Mountain, Inc. (Specialized REITs)		1,819		127,294
Kimco Realty Corp. (Retail REITs)		4,139		88,202
Mid-America Apartment Communities, Inc. (Residential REITs)		727		97,752
Prologis, Inc. (Industrial REITs)		5,757		767,408
Public Storage (Specialized REITs)		986		300,730
Realty Income Corp. (Retail REITs)		4,509		258,907
Regency Centers Corp. (Retail REITs)		1,022		68,474
SBA Communications Corp. (Specialized REITs)		672		170,480
Simon Property Group, Inc. (Retail REITs)		2,032		289,844
UDR, Inc. (Residential REITs)		1,884		72,138
Ventas, Inc. (Health Care REITs)		2,507		124,949
VICI Properties, Inc. (Specialized REITs)		6,444		205,435
Welltower, Inc. (Health Care REITs)		3,448		310,906
Weyerhaeuser Co. (Specialized REITs)		4,547		158,099
TOTAL COMMON STOCKS (Cost $2,874,971)				6,286,346

Repurchase Agreements^(a) (3.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $209,120	$	209,000	$	209,000
TOTAL REPURCHASE AGREEMENTS (Cost $209,000)				209,000
TOTAL INVESTMENT SECURITIES (Cost $3,083,971)—100.1%				6,495,346
Net other assets (liabilities)—(0.1)%				(8,196	)
NET ASSETS—100.0%			$	6,487,150

	*	Non-income producing security.
	^(a)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
	^REIT	Real Estate Investment Trust

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾			Rate Paid (Received)⁽²⁾			Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Real Estate Select Sector Index		Goldman Sachs International		1/23/24			5.93	%		$	234,460			$	204

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Real Estate invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Health Care REITs	$	503,353		7.8	%
Hotel & Resort REITs		85,571		1.3	%
Industrial REITs		767,408		11.8	%
Office REITs		186,712		2.9	%
Real Estate Management & Development		399,098		6.2	%
Residential REITs		754,678		11.6	%
Retail REITs		752,624		11.6	%
Specialized REITs		2,836,902		43.7	%
Other**		200,804		3.1	%
Total	$	6,487,150		100.0	%

	**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.
	^REIT	Real Estate Investment Trust

See accompanying notes to financial statements.

130 :: ProFund VP Rising Rates Opportunity :: Schedule of Portfolio Investments :: December 31, 2023

Repurchase Agreements^(a)(b) (101.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $8,323,785	$	8,319,000	$	8,319,000
TOTAL REPURCHASE AGREEMENTS (Cost $8,319,000)				8,319,000
TOTAL INVESTMENT SECURITIES (Cost $8,319,000)—101.2%				8,319,000
Net other assets (liabilities)—(1.2)%				(99,112	)
NET ASSETS—100.0%			$	8,219,888

	^(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2023, the aggregate amount held in a segregated account was $213,000.
	^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾		Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
30-Year U.S. Treasury Bond, 4.75% due on 11/15/53	Citibank North America	1/16/24	(5.40	)%	$	(4,597,331	)	$	(29,851	)
30-Year U.S. Treasury Bond, 4.75% due on 11/15/53	Societe' Generale	1/16/24	(5.30	)%		(5,667,788	)		(60,714	)
					$	(10,265,119	)	$	(90,565	)

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Semiconductor :: 131

Common Stocks (68.0%)

	Shares		Value
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		18,982	$	2,798,137
Allegro MicroSystems, Inc.* (Semiconductors & Semiconductor Equipment)		837		25,336
Amkor Technology, Inc. (Semiconductors & Semiconductor Equipment)		1,213		40,357
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		5,854		1,162,370
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		9,828		1,592,824
Axcelis Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		385		49,931
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		5,157		5,756,501
Cirrus Logic, Inc.* (Semiconductors & Semiconductor Equipment)		633		52,659
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		1,604		211,953
Entegris, Inc. (Semiconductors & Semiconductor Equipment)		1,764		211,362
GLOBALFOUNDRIES, Inc.*^(a) (Semiconductors & Semiconductor Equipment)		975		59,085
Intel Corp. (Semiconductors & Semiconductor Equipment)		49,532		2,488,983
KLA Corp. (Semiconductors & Semiconductor Equipment)		1,597		928,336
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		1,548		1,212,486
Lattice Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		1,622		111,902
Marvell Technology, Inc. (Semiconductors & Semiconductor Equipment)		10,137		611,362
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		6,356		573,184
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		12,900		1,100,886
MKS Instruments, Inc. (Semiconductors & Semiconductor Equipment)		739		76,021
Monolithic Power Systems, Inc. (Semiconductors & Semiconductor Equipment)		563		355,129
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		29,019		14,370,789
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		3,028		695,471
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		5,060		422,662
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		668		54,849
Qorvo, Inc.* (Semiconductors & Semiconductor Equipment)		1,144		128,826
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		13,076		1,891,182
Rambus, Inc.* (Semiconductors & Semiconductor Equipment)		1,263		86,200
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		373		49,337
Skyworks Solutions, Inc. (Semiconductors & Semiconductor Equipment)		1,873		210,563
SolarEdge Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		667		62,431
Teradyne, Inc. (Semiconductors & Semiconductor Equipment)		1,796		194,902
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		10,670		1,818,808
Universal Display Corp. (Semiconductors & Semiconductor Equipment)		512		97,925
Wolfspeed, Inc.* (Semiconductors & Semiconductor Equipment)		1,472		64,047
TOTAL COMMON STOCKS (Cost $18,382,310)				39,566,796

Repurchase Agreements^(b) (3.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $1,797,033	$	1,796,000	$	1,796,000
TOTAL REPURCHASE AGREEMENTS (Cost $1,796,000)				1,796,000

Collateral for Securities Loaned^(c) (0.1%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(d)		87,285	$	87,285
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $87,285)				87,285
TOTAL INVESTMENT SECURITIES (Cost $20,265,595)—71.2%				41,450,081
Net other assets (liabilities)—28.8%				16,772,346
NET ASSETS—100.0%			$	58,222,427

*	Non-income producing security.
^(a)	All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $59,085.
^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
^(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2023.
^(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.

See accompanying notes to financial statements.

132 :: ProFund VP Semiconductor :: Schedule of Portfolio Investments :: December 31, 2023

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾			Rate Paid (Received)⁽²⁾			Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Semiconductors Index		Goldman Sachs International		1/23/24			5.93	%		$	18,588,047			$	(8,099	)

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Semiconductor invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Semiconductors & Semiconductor Equipment	$	39,566,796		68.0	%
Other**		18,655,631		32.0	%
Total	$	58,222,427		100.0	%

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Short Dow 30 :: 133

Repurchase Agreements^(a)(b) (94.9%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $6,003	$	6,000	$	6,000
TOTAL REPURCHASE AGREEMENTS (Cost $6,000)				6,000
TOTAL INVESTMENT SECURITIES (Cost $6,000)—94.9%				6,000
Net other assets (liabilities)—5.1%				323
NET ASSETS—100.0%			$	6,323

^(a)

^(b)

The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾		Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
Dow Jones Industrial Average	Goldman Sachs International	1/29/24	(5.68	)%	$	(858	)	$	(1	)
Dow Jones Industrial Average	UBS AG	1/29/24	(5.18	)%		(5,422	)		(3	)
					$	(6,280	)	$	(4	)

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

134 :: ProFund VP Short Emerging Markets :: Schedule of Portfolio Investments :: December 31, 2023

Repurchase Agreements^(a)(b) (100.4%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $515,296	$	515,000	$	515,000
TOTAL REPURCHASE AGREEMENTS (Cost $515,000)				515,000
TOTAL INVESTMENT SECURITIES (Cost $515,000)—100.4%				515,000
Net other assets (liabilities)—(0.4)%				(1,813	)
NET ASSETS—100.0%			$	513,187

^(a)

^(b)

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾		Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
S&P Emerging 50 ADR Index (USD)	Goldman Sachs International	1/29/24	(4.98	)%	$	(503,554	)	$	(1,244	)
S&P Emerging 50 ADR Index (USD)	UBS AG	1/29/24	(4.83	)%		(6,316	)		(35	)
					$	(509,870	)	$	(1,279	)

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Short International :: 135

Repurchase Agreements^(a)(b) (100.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $518,298	$	518,000	$	518,000
TOTAL REPURCHASE AGREEMENTS (Cost $518,000)				518,000
TOTAL INVESTMENT SECURITIES (Cost $518,000)—100.2%				518,000
Net other assets (liabilities)—(0.2)%				(773	)
NET ASSETS—100.0%			$	517,227

^(a)

^(b)

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾		Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
MSCI EAFE Index	Goldman Sachs International	1/29/24	(5.13	)%	$	(494,028	)	$	1,582
MSCI EAFE Index	UBS AG	1/29/24	(5.03	)%		(19,586	)		36
					$	(513,614	)	$	1,618

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

136 :: ProFund VP Short Mid-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Repurchase Agreements^(a)(b) (98.0%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $68,039	$	68,000	$	68,000
TOTAL REPURCHASE AGREEMENTS (Cost $68,000)				68,000
TOTAL INVESTMENT SECURITIES (Cost $68,000)—98.0%				68,000
Net other assets (liabilities)—2.0%				1,356
NET ASSETS—100.0%			$	69,356

^(a)

^(b)

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾		Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
S&P MidCap 400	Goldman Sachs International	1/29/24	(5.43	)%	$	(6,692	)	$	51
S&P MidCap 400	UBS AG	1/29/24	(5.33	)%		(62,537	)		601
					$	(69,229	)	$	652

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Short Nasdaq-100 :: 137

Repurchase Agreements^(a)(b) (110.5%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $4,830,777	$	4,828,000	$	4,828,000
TOTAL REPURCHASE AGREEMENTS (Cost $4,828,000)				4,828,000
TOTAL INVESTMENT SECURITIES (Cost $4,828,000)—110.5%				4,828,000
Net other assets (liabilities)—(10.5)%				(458,614	)
NET ASSETS—100.0%			$	4,369,386

^(a)

^(b)

Futures Contracts Sold

		Number of Contracts		Expiration Date		Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
E-Mini Nasdaq-100 Futures Contracts		2		3/18/24		$	(680,940	)		$	(36,469	)

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾		Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
Nasdaq-100 Index	Goldman Sachs International	1/29/24	(5.68	)%	$	(353,345	)	$	4,494
Nasdaq-100 Index	UBS AG	1/29/24	(5.48	)%		(3,314,708	)		16,759
					$	(3,668,053	)	$	21,253

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

138 :: ProFund VP Short Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Repurchase Agreements^(a)(b) (103.3%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $2,267,303	$	2,266,000	$	2,266,000
TOTAL REPURCHASE AGREEMENTS (Cost $2,266,000)				2,266,000
TOTAL INVESTMENT SECURITIES (Cost $2,266,000)—103.3%				2,266,000
Net other assets (liabilities)—(3.3)%				(72,170	)
NET ASSETS—100.0%			$	2,193,830

^(a)

^(b)

Futures Contracts Sold

		Number of Contracts		Expiration Date		Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
E-Mini Russell 2000 Index Futures Contracts		2		3/18/24		$	(204,770	)		$	(16,819	)

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾		Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
Russell 2000 Index	Goldman Sachs International	1/29/24	(5.33	)%	$	(964,886	)	$	22,517
Russell 2000 Index	UBS AG	1/29/24	(4.83	)%		(1,031,779	)		19,614
					$	(1,996,665	)	$	42,131

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 139

Common Stocks (63.4%)

	Shares		Value
1-800-Flowers.com, Inc.*—Class A (Specialty Retail)		98	$	1,056
1st Source Corp. (Banks)		63		3,462
23andMe Holding Co.*—Class A (Health Care Providers & Services)		1,153		1,053
2seventy bio, Inc.* (Biotechnology)		190		811
2U, Inc.* (Diversified Consumer Services)		303		373
374Water, Inc.* (Machinery)		233		331
3D Systems Corp.* (Machinery)		494		3,137
4D Molecular Therapeutics, Inc.* (Biotechnology)		151		3,059
5E Advanced Materials, Inc.* (Metals & Mining)		148		209
89bio, Inc.* (Biotechnology)		242		2,703
8x8, Inc.* (Software)		454		1,716
908 Devices, Inc.* (Electronic Equipment, Instruments & Components)		83		931
A10 Networks, Inc. (Software)		267		3,516
Aadi Bioscience, Inc.* (Biotechnology)		61		123
AAON, Inc. (Building Products)		257		18,985
AAR Corp.* (Aerospace & Defense)		128		7,987
Aaron's Co., Inc. (The) (Specialty Retail)		114		1,240
Abercrombie & Fitch Co.* (Specialty Retail)		185		16,321
ABM Industries, Inc. (Commercial Services & Supplies)		251		11,252
Acacia Research Corp.* (Financial Services)		143		561
Academy Sports & Outdoors, Inc. (Specialty Retail)		274		18,084
ACADIA Pharmaceuticals, Inc.* (Biotechnology)		459		14,371
Acadia Realty Trust (Retail REITs)		355		6,031
Accel Entertainment, Inc.* (Hotels, Restaurants & Leisure)		201		2,064
ACCO Brands Corp. (Commercial Services & Supplies)		349		2,122
Accolade, Inc.* (Health Care Providers & Services)		257		3,087
Accuray, Inc.* (Health Care Equipment & Supplies)		357		1,010
ACELYRIN, Inc.* (Biotechnology)		124		925
ACI Worldwide, Inc.* (Software)		411		12,577
Aclaris Therapeutics, Inc.* (Pharmaceuticals)		262		275
ACM Research, Inc.*—Class A (Semiconductors & Semiconductor Equipment)		183		3,576
ACNB Corp. (Banks)		32		1,432
Acrivon Therapeutics, Inc.* (Biotechnology)		32		157
Actinium Pharmaceuticals, Inc.* (Biotechnology)		102		518
Acushnet Holdings Corp. (Leisure Products)		117		7,391
ACV Auctions, Inc.*—Class A (Commercial Services & Supplies)		482		7,302
AdaptHealth Corp.* (Health Care Providers & Services)		362		2,639
Adaptive Biotechnologies Corp.* (Life Sciences Tools & Services)		429		2,102
Addus HomeCare Corp.* (Health Care Providers & Services)		60		5,571
Adeia, Inc. (Software)		405		5,018
Adicet Bio, Inc.* (Biotechnology)		114		215
Adient PLC* (Automobile Components)		356		12,944
ADMA Biologics, Inc.* (Biotechnology)		807		3,648
Adtalem Global Education, Inc.* (Diversified Consumer Services)		151		8,901
ADTRAN Holdings, Inc. (Communications Equipment)		295		2,165
Advanced Energy Industries, Inc. (Electronic Equipment, Instruments & Components)		143		15,576
AdvanSix, Inc. (Chemicals)		98		2,936
Advantage Solutions, Inc.* (Media)		328		1,187
Aehr Test Systems* (Semiconductors & Semiconductor Equipment)		104		2,759
Aerovate Therapeutics, Inc.* (Biotechnology)		43		973
AeroVironment, Inc.* (Aerospace & Defense)		98		12,352
AerSale Corp.* (Aerospace & Defense)		97		1,231
Aeva Technologies, Inc.* (Electronic Equipment, Instruments & Components)		304		230
AFC Gamma, Inc. (Mortgage REITs)		62		746
Agenus, Inc.* (Biotechnology)		1,443		1,195
Agiliti, Inc.* (Health Care Providers & Services)		112		887
Agilysys, Inc.* (Software)		76		6,446
Agios Pharmaceuticals, Inc.* (Biotechnology)		211		4,699
Air Transport Services Group, Inc.* (Air Freight & Logistics)		214		3,769
AirSculpt Technologies, Inc.*^(a) (Health Care Providers & Services)		45		337
Akero Therapeutics, Inc.* (Biotechnology)		195		4,553
Akoustis Technologies, Inc.* (Electronic Equipment, Instruments & Components)		264		220
Akoya Biosciences, Inc.* (Life Sciences Tools & Services)		86		420
Alamo Group, Inc. (Machinery)		39		8,197
Alarm.com Holdings, Inc.* (Software)		182		11,761
Albany International Corp. (Machinery)		118		11,590
Aldeyra Therapeutics, Inc.* (Biotechnology)		176		618
Alector, Inc.* (Biotechnology)		240		1,915
Alerus Financial Corp. (Financial Services)		68		1,523
Alexander & Baldwin, Inc. (Diversified REITs)		275		5,231
Alexander's, Inc. (Retail REITs)		8		1,709
Alico, Inc. (Food Products)		27		785
Alight, Inc.*—Class A (Professional Services)		1,570		13,392
Alignment Healthcare, Inc.* (Health Care Providers & Services)		322		2,772
Alkami Technology, Inc.* (Software)		152		3,686
Alkermes PLC* (Biotechnology)		629		17,448
Allakos, Inc.* (Biotechnology)		251		685
Allbirds, Inc.*—Class A (Textiles, Apparel & Luxury Goods)		366		448
Allegiant Travel Co. (Passenger Airlines)		60		4,957
ALLETE, Inc. (Electric Utilities)		220		13,455
Allient, Inc. (Electrical Equipment)		49		1,480
Allogene Therapeutics, Inc.* (Biotechnology)		357		1,146
Allovir, Inc.* (Biotechnology)		192		131
Alpha & Omega Semiconductor, Ltd.* (Semiconductors & Semiconductor Equipment)		87		2,267
Alpha Metallurgical Resources, Inc. (Metals & Mining)		44		14,912
Alphatec Holdings, Inc.* (Health Care Equipment & Supplies)		350		5,289
Alpine Immune Sciences, Inc.* (Biotechnology)		123		2,344

See accompanying notes to financial statements.

140 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Alpine Income Property Trust, Inc. (Diversified REITs)		48	$	812
Alta Equipment Group, Inc. (Trading Companies & Distributors)		87		1,076
Altair Engineering, Inc.*—Class A (Software)		206		17,335
AlTi Global, Inc.* (Capital Markets)		86		753
Altimmune, Inc.* (Biotechnology)		200		2,250
Altus Power, Inc.* (Independent Power and Renewable Electricity Producers)		242		1,653
ALX Oncology Holdings, Inc.* (Biotechnology)		102		1,519
Amalgamated Financial Corp. (Banks)		67		1,805
A-Mark Precious Metals, Inc. (Financial Services)		73		2,208
Ambac Financial Group, Inc.* (Insurance)		168		2,769
Ambarella, Inc.* (Semiconductors & Semiconductor Equipment)		144		8,826
AMC Networks, Inc.*—Class A (Media)		117		2,198
Amerant Bancorp, Inc. (Banks)		97		2,383
Ameresco, Inc.*—Class A (Construction & Engineering)		122		3,864
American Assets Trust, Inc. (Diversified REITs)		185		4,164
American Axle & Manufacturing Holdings, Inc.* (Automobile Components)		433		3,815
American Coastal Insurance Corp.* (Insurance)		74		700
American Eagle Outfitters, Inc. (Specialty Retail)		693		14,664
American Equity Investment Life Holding Co.* (Insurance)		298		16,628
American National Bankshares, Inc. (Banks)		39		1,901
American Realty Investors, Inc.* (Real Estate Management & Development)		6		104
American Software, Inc.—Class A (Software)		122		1,379
American States Water Co. (Water Utilities)		140		11,259
American Vanguard Corp. (Chemicals)		102		1,119
American Well Corp.*—Class A (Health Care Technology)		939		1,399
American Woodmark Corp.* (Building Products)		63		5,850
America's Car-Mart, Inc.* (Specialty Retail)		22		1,667
Ameris Bancorp (Banks)		251		13,316
AMERISAFE, Inc. (Insurance)		73		3,415
Ames National Corp. (Banks)		33		704
Amicus Therapeutics, Inc.* (Biotechnology)		1,077		15,283
Amkor Technology, Inc. (Semiconductors & Semiconductor Equipment)		427		14,206
AMMO, Inc.* (Leisure Products)		341		716
AMN Healthcare Services, Inc.* (Health Care Providers & Services)		144		10,783
Amneal Pharmaceuticals, Inc.* (Pharmaceuticals)		461		2,798
Amphastar Pharmaceuticals, Inc.* (Pharmaceuticals)		146		9,030
Amplify Energy Corp.* (Oil, Gas & Consumable Fuels)		136		806
Amplitude, Inc.*—Class A (Software)		256		3,256
Amprius Technologies, Inc.* (Electrical Equipment)		20		106
Amylyx Pharmaceuticals, Inc.* (Pharmaceuticals)		193		2,841
AnaptysBio, Inc.* (Biotechnology)		71		1,521
Anavex Life Sciences Corp.*^(a) (Biotechnology)		274		2,551
Angel Oak Mortgage REIT, Inc. (Mortgage REITs)		44		466
AngioDynamics, Inc.* (Health Care Equipment & Supplies)		144		1,129
ANI Pharmaceuticals, Inc.* (Pharmaceuticals)		55		3,033
Anika Therapeutics, Inc.* (Biotechnology)		56		1,269
Annexon, Inc.* (Biotechnology)		172		781
Anterix, Inc.* (Diversified Telecommunication Services)		49		1,633
Anywhere Real Estate, Inc.* (Real Estate Management & Development)		408		3,309
Apartment Investment and Management Co.* (Residential REITs)		554		4,338
API Group Corp.* (Construction & Engineering)		793		27,438
Apogee Enterprises, Inc. (Building Products)		83		4,433
Apogee Therapeutics, Inc.* (Biotechnology)		78		2,179
Apollo Commercial Real Estate Finance, Inc. (Mortgage REITs)		538		6,316
Apollo Medical Holdings, Inc.* (Health Care Providers & Services)		162		6,205
Appfolio, Inc.*—Class A (Software)		73		12,647
Appian Corp.*—Class A (Software)		156		5,875
Apple Hospitality REIT, Inc. (Hotel & Resort REITs)		818		13,587
Applied Digital Corp.*^(a) (IT Services)		310		2,089
Applied Industrial Technologies, Inc. (Trading Companies & Distributors)		146		25,213
Arbor Realty Trust, Inc.^(a) (Mortgage REITs)		698		10,596
Arbutus Biopharma Corp.* (Biotechnology)		479		1,198
ArcBest Corp. (Ground Transportation)		90		10,818
Arcellx, Inc.* (Biotechnology)		145		8,048
Arch Resources, Inc. (Metals & Mining)		69		11,450
Archer Aviation, Inc.*^(a)—Class A (Aerospace & Defense)		577		3,543
Archrock, Inc. (Energy Equipment & Services)		528		8,131
Arcosa, Inc. (Construction & Engineering)		184		15,206
Arcturus Therapeutics Holdings, Inc.* (Biotechnology)		88		2,775
Arcus Biosciences, Inc.* (Biotechnology)		204		3,896
Arcutis Biotherapeutics, Inc.* (Biotechnology)		299		966
Ardelyx, Inc.* (Biotechnology)		872		5,406
Ardmore Shipping Corp. (Oil, Gas & Consumable Fuels)		158		2,226
Ares Commercial Real Estate Corp. (Mortgage REITs)		196		2,031
Argan, Inc. (Construction & Engineering)		48		2,246
Aris Water Solutions, Inc.—Class A (Commercial Services & Supplies)		113		948
Arko Corp. (Specialty Retail)		307		2,533
Arlo Technologies, Inc.* (Electronic Equipment, Instruments & Components)		338		3,218
Armada Hoffler Properties, Inc. (Diversified REITs)		255		3,154
ARMOUR Residential REIT, Inc. (Mortgage REITs)		187		3,613
Array Technologies, Inc.* (Electrical Equipment)		574		9,643
Arrow Financial Corp. (Banks)		56		1,565
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		384		11,750
ARS Pharmaceuticals, Inc.* (Biotechnology)		92		504

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 141

Common Stocks, continued

	Shares		Value
Artesian Resources Corp.—Class A (Water Utilities)		35	$	1,451
Artisan Partners Asset Management, Inc.— Class A (Capital Markets)		233		10,294
Artivion, Inc.* (Health Care Equipment & Supplies)		149		2,664
Arvinas, Inc.* (Pharmaceuticals)		186		7,656
Asana, Inc.*—Class A (Software)		308		5,855
Asbury Automotive Group, Inc.* (Specialty Retail)		78		17,548
ASGN, Inc.* (Professional Services)		179		17,214
Aspen Aerogels, Inc.* (Chemicals)		194		3,061
Assertio Holdings, Inc.* (Pharmaceuticals)		335		358
AssetMark Financial Holdings, Inc.* (Capital Markets)		83		2,486
Associated Banc-Corp. (Banks)		574		12,278
AST SpaceMobile, Inc.* (Diversified Telecommunication Services)		304		1,833
Astec Industries, Inc. (Machinery)		86		3,199
Astria Therapeutics, Inc.* (Biotechnology)		124		952
Astronics Corp.* (Aerospace & Defense)		99		1,725
Asure Software, Inc.* (Professional Services)		86		819
Atara Biotherapeutics, Inc.* (Biotechnology)		366		188
Atea Pharmaceuticals, Inc.* (Pharmaceuticals)		289		881
ATI, Inc.* (Metals & Mining)		489		22,235
Atkore, Inc.* (Electrical Equipment)		144		23,040
Atlanta Braves Holdings, Inc.* (Entertainment)		173		6,848
Atlanta Braves Holdings, Inc.* (Entertainment)		38		1,626
Atlantic Union Bankshares Corp. (Banks)		285		10,414
Atlanticus Holdings Corp.* (Consumer Finance)		17		657
Atlas Energy Solutions, Inc. (Energy Equipment & Services)		68		1,171
Atmus Filtration Technologies, Inc.* (Automobile Components)		63		1,480
ATN International, Inc. (Diversified Telecommunication Services)		41		1,598
Atomera, Inc.* (Semiconductors & Semiconductor Equipment)		84		589
AtriCure, Inc.* (Health Care Equipment & Supplies)		177		6,317
Atrion Corp. (Health Care Equipment & Supplies)		5		1,894
Aura Biosciences, Inc.* (Biotechnology)		105		930
Aurinia Pharmaceuticals, Inc.* (Biotechnology)		512		4,603
Aurora Innovation, Inc.* (Software)		1,282		5,602
Avanos Medical, Inc.* (Health Care Equipment & Supplies)		175		3,925
Aveanna Healthcare Holdings, Inc.* (Health Care Providers & Services)		191		512
AvePoint, Inc.* (Software)		563		4,622
Aviat Networks, Inc.* (Communications Equipment)		43		1,404
Avid Bioservices, Inc.* (Biotechnology)		235		1,528
Avidity Biosciences, Inc.* (Biotechnology)		280		2,534
AvidXchange Holdings, Inc.* (Financial Services)		566		7,013
Avient Corp. (Chemicals)		343		14,259
Avista Corp. (Multi-Utilities)		291		10,400
Avita Medical, Inc.* (Biotechnology)		95		1,303
Axcelis Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		123		15,952
Axogen, Inc.* (Health Care Equipment & Supplies)		153		1,045
Axonics, Inc.* (Health Care Equipment & Supplies)		189		11,761
Axos Financial, Inc.* (Banks)		211		11,521
Axsome Therapeutics, Inc.* (Pharmaceuticals)		135		10,745
AZZ, Inc. (Building Products)		94		5,460
B Riley Financial, Inc.^(a) (Capital Markets)		78		1,637
B&G Foods, Inc. (Food Products)		269		2,825
Babcock & Wilcox Enterprises, Inc.* (Electrical Equipment)		222		324
Badger Meter, Inc. (Electronic Equipment, Instruments & Components)		111		17,135
Bakkt Holdings, Inc.* (Capital Markets)		269		600
Balchem Corp. (Chemicals)		121		17,998
Bally's Corp.* (Hotels, Restaurants & Leisure)		112		1,561
Banc of California, Inc. (Banks)		498		6,688
BancFirst Corp. (Banks)		83		8,078
Banco Latinoamericano de Comercio Exterior S.A.—Class E (Financial Services)		104		2,573
Bandwidth, Inc.*—Class A (Diversified Telecommunication Services)		88		1,273
Bank First Corp. (Banks)		36		3,120
Bank of Hawaii Corp. (Banks)		149		10,797
Bank of Marin Bancorp (Banks)		60		1,321
Bank7 Corp. (Banks)		14		383
BankUnited, Inc. (Banks)		282		9,145
Bankwell Financial Group, Inc. (Banks)		22		664
Banner Corp. (Banks)		130		6,963
Bar Harbor Bankshares (Banks)		57		1,674
BARK, Inc.* (Specialty Retail)		505		407
Barnes Group, Inc. (Machinery)		186		6,069
Barrett Business Services, Inc. (Professional Services)		25		2,895
BayCom Corp. (Banks)		43		1,014
BCB Bancorp, Inc. (Banks)		57		732
Beacon Roofing Supply, Inc.* (Trading Companies & Distributors)		220		19,144
Beam Therapeutics, Inc.* (Biotechnology)		274		7,458
Beazer Homes USA, Inc.* (Household Durables)		111		3,751
Bel Fuse, Inc.—Class B (Electronic Equipment, Instruments & Components)		40		2,671
Belden, Inc. (Electronic Equipment, Instruments & Components)		161		12,437
BellRing Brands, Inc.* (Personal Care Products)		500		27,715
Benchmark Electronics, Inc. (Electronic Equipment, Instruments & Components)		134		3,704
Benson Hill, Inc.* (Food Products)		656		114
Berkshire Hills Bancorp, Inc. (Banks)		165		4,097
Berry Corp. (Oil, Gas & Consumable Fuels)		285		2,004
Beyond Air, Inc.* (Health Care Equipment & Supplies)		101		198
Beyond Meat, Inc.*^(a) (Food Products)		224		1,994
Beyond, Inc.* (Specialty Retail)		171		4,735
BGC Group, Inc.—Class A (Capital Markets)		1,356		9,790
Big 5 Sporting Goods Corp. (Specialty Retail)		80		507
Big Lots, Inc. (Broadline Retail)		108		841
BigBear.ai Holdings, Inc.* (IT Services)		110		235

See accompanying notes to financial statements.

142 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
BigCommerce Holdings, Inc.*—Class 1 (IT Services)		254	$	2,471
Biglari Holdings, Inc.*—Class B (Hotels, Restaurants & Leisure)		3		495
BioAtla, Inc.* (Biotechnology)		167		411
BioCryst Pharmaceuticals, Inc.* (Biotechnology)		717		4,295
Biohaven, Ltd.* (Biotechnology)		259		11,085
BioLife Solutions, Inc.* (Life Sciences Tools & Services)		132		2,145
Biomea Fusion, Inc.*^(a) (Biotechnology)		75		1,089
Biote Corp.*—Class A (Pharmaceuticals)		52		257
BioVie, Inc.* (Biotechnology)		45		57
Bioxcel Therapeutics, Inc.*^(a) (Biotechnology)		76		224
Bit Digital, Inc.* (Software)		333		1,409
BJ's Restaurants, Inc.* (Hotels, Restaurants & Leisure)		86		3,097
Black Hills Corp. (Multi-Utilities)		256		13,812
Blackbaud, Inc.* (Software)		165		14,306
Blackline, Inc.* (Software)		216		13,487
BlackSky Technology, Inc.* (Professional Services)		452		633
Blackstone Mortgage Trust, Inc.^(a)—Class A (Mortgage REITs)		654		13,910
Blade Air Mobility, Inc.* (Passenger Airlines)		228		805
Blink Charging Co.* (Electrical Equipment)		205		695
Bloom Energy Corp.*—Class A (Electrical Equipment)		730		10,804
Bloomin' Brands, Inc. (Hotels, Restaurants & Leisure)		332		9,346
Blue Bird Corp.* (Machinery)		96		2,588
Blue Foundry Bancorp* (Banks)		85		822
Blue Ridge Bankshares, Inc. (Banks)		67		203
Bluebird Bio, Inc.* (Biotechnology)		404		558
Bluegreen Vacations Holding Corp. (Hotels, Restaurants & Leisure)		41		3,080
BlueLinx Holdings, Inc.* (Trading Companies & Distributors)		32		3,626
Blueprint Medicines Corp.* (Biotechnology)		231		21,307
Boise Cascade Co. (Trading Companies & Distributors)		150		19,404
Boot Barn Holdings, Inc.* (Specialty Retail)		113		8,674
Borr Drilling, Ltd.* (Energy Equipment & Services)		833		6,131
Boston Omaha Corp.*—Class A (Media)		89		1,400
Bowlero Corp.*^(a)—Class A (Hotels, Restaurants & Leisure)		63		892
Bowman Consulting Group, Ltd.* (Construction & Engineering)		41		1,456
Box, Inc.*—Class A (Software)		535		13,701
Braemar Hotels & Resorts, Inc. (Hotel & Resort REITs)		247		618
Brandywine Realty Trust (Office REITs)		644		3,478
Braze, Inc.*—Class A (Software)		199		10,573
BRC, Inc.*—Class A (Food Products)		147		534
Bread Financial Holdings, Inc. (Consumer Finance)		189		6,226
Bridgebio Pharma, Inc.* (Biotechnology)		434		17,521
Bridgewater Bancshares, Inc.* (Banks)		77		1,041
Bright Green Corp.* (Pharmaceuticals)		234		77
Brightcove, Inc.* (IT Services)		164		425
Brightsphere Investment Group, Inc. (Capital Markets)		123		2,357
BrightSpire Capital, Inc. (Mortgage REITs)		488		3,631
BrightView Holdings, Inc.* (Commercial Services & Supplies)		156		1,314
Brinker International, Inc.* (Hotels, Restaurants & Leisure)		166		7,168
Bristow Group, Inc.* (Energy Equipment & Services)		89		2,516
Broadstone Net Lease, Inc. (Diversified REITs)		712		12,261
Brookdale Senior Living, Inc.* (Health Care Providers & Services)		705		4,103
Brookfield Business Corp.—Class A (Industrial Conglomerates)		98		2,281
Brookfield Infrastructure Corp.—Class A (Gas Utilities)		454		16,017
Brookline Bancorp, Inc. (Banks)		331		3,611
BRP Group, Inc.*—Class A (Insurance)		229		5,501
BRT Apartments Corp. (Residential REITs)		45		837
Build-A-Bear Workshop, Inc. (Specialty Retail)		50		1,150
Bumble, Inc.*—Class A (Interactive Media & Services)		383		5,645
Burke & Herbert Financial Services Corp. (Banks)		25		1,573
Business First Bancshares, Inc. (Banks)		91		2,243
Butterfly Network, Inc.* (Health Care Equipment & Supplies)		536		579
Byline Bancorp, Inc. (Banks)		93		2,191
C&F Financial Corp. (Banks)		12		818
C3.ai, Inc.*^(a)—Class A (Software)		308		8,843
Cabaletta Bio, Inc.* (Biotechnology)		130		2,951
Cabot Corp. (Chemicals)		210		17,535
Cactus, Inc.—Class A (Energy Equipment & Services)		245		11,123
Cadence Bank (Banks)		692		20,476
Cadiz, Inc.* (Water Utilities)		153		428
Cadre Holdings, Inc. (Aerospace & Defense)		74		2,434
Calavo Growers, Inc. (Food Products)		66		1,941
Caledonia Mining Corp. PLC (Metals & Mining)		62		756
Caleres, Inc. (Specialty Retail)		129		3,964
California Resources Corp. (Oil, Gas & Consumable Fuels)		264		14,436
California Water Service Group (Water Utilities)		220		11,412
Calix, Inc.* (Communications Equipment)		224		9,787
Callon Petroleum Co.* (Oil, Gas & Consumable Fuels)		233		7,549
Cal-Maine Foods, Inc. (Food Products)		156		8,953
Cambium Networks Corp.* (Communications Equipment)		45		270
Cambridge Bancorp (Banks)		29		2,013
Camden National Corp. (Banks)		54		2,032
Camping World Holdings, Inc.—Class A (Specialty Retail)		159		4,175
Cannae Holdings, Inc.* (Financial Services)		260		5,073
Cano Health, Inc.* (Health Care Providers & Services)		9		53
Cantaloupe, Inc.* (Financial Services)		217		1,608
Capital Bancorp, Inc. (Banks)		36		871
Capital City Bank Group, Inc. (Banks)		50		1,472
Capitol Federal Financial, Inc. (Banks)		483		3,115
Capstar Financial Holdings, Inc. (Banks)		73		1,368

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 143

Common Stocks, continued

	Shares		Value
Cara Therapeutics, Inc.* (Pharmaceuticals)		176	$	131
Cardlytics, Inc.* (Media)		138		1,271
CareDx, Inc.* (Biotechnology)		197		2,364
CareMax, Inc.* (Health Care Providers & Services)		284		141
CareTrust REIT, Inc. (Health Care REITs)		380		8,504
Cargurus, Inc.* (Interactive Media & Services)		371		8,963
Caribou Biosciences, Inc.* (Biotechnology)		309		1,771
Carisma Therapeutics, Inc. (Biotechnology)		100		293
CarParts.com, Inc.* (Specialty Retail)		206		651
Carpenter Technology Corp. (Metals & Mining)		186		13,169
Carriage Services, Inc. (Diversified Consumer Services)		51		1,276
Carrols Restaurant Group, Inc. (Hotels, Restaurants & Leisure)		138		1,087
Cars.com, Inc.* (Interactive Media & Services)		252		4,780
Carter Bankshares, Inc.* (Banks)		86		1,287
Cartesian Therapeutics, Inc.* (Biotechnology)		444		306
Carvana Co.* (Specialty Retail)		364		19,271
Casella Waste Systems, Inc.* (Commercial Services & Supplies)		214		18,289
Cass Information Systems, Inc. (Financial Services)		52		2,343
Cassava Sciences, Inc.*^(a) (Pharmaceuticals)		151		3,399
Castle Biosciences, Inc.* (Health Care Providers & Services)		94		2,029
Catalyst Pharmaceuticals, Inc.* (Biotechnology)		381		6,405
Cathay General Bancorp (Banks)		263		11,722
Cavco Industries, Inc.* (Household Durables)		33		11,438
CBIZ, Inc.* (Professional Services)		182		11,391
CBL & Associates Properties, Inc. (Retail REITs)		102		2,491
CECO Environmental Corp.* (Commercial Services & Supplies)		112		2,271
Celcuity, Inc.* (Biotechnology)		66		962
Celldex Therapeutics, Inc.* (Biotechnology)		176		6,980
Centerspace (Residential REITs)		58		3,376
Central Garden & Pet Co.* (Household Products)		37		1,854
Central Garden & Pet Co.*—Class A (Household Products)		149		6,562
Central Pacific Financial Corp. (Banks)		100		1,968
Central Valley Community Bancorp (Banks)		38		849
Centrus Energy Corp.*—Class A (Oil, Gas & Consumable Fuels)		47		2,557
Century Aluminum Co.* (Metals & Mining)		199		2,416
Century Casinos, Inc.* (Hotels, Restaurants & Leisure)		103		503
Century Communities, Inc. (Household Durables)		108		9,843
Century Therapeutics, Inc.* (Biotechnology)		87		289
Cerence, Inc.* (Software)		153		3,008
Cerevel Therapeutics Holdings, Inc.* (Biotechnology)		265		11,236
Cerus Corp.* (Health Care Equipment & Supplies)		672		1,452
CEVA, Inc.* (Semiconductors & Semiconductor Equipment)		88		1,998
ChampionX Corp. (Energy Equipment & Services)		742		21,674
Charge Enterprises, Inc.* (Diversified Telecommunication Services)		515		59
Chart Industries, Inc.* (Machinery)		163		22,221
Chatham Lodging Trust (Hotel & Resort REITs)		182		1,951
Chegg, Inc.* (Diversified Consumer Services)		431		4,896
Chemung Financial Corp. (Banks)		13		647
Chesapeake Utilities Corp. (Gas Utilities)		80		8,450
Chicago Atlantic Real Estate Finance, Inc. (Mortgage REITs)		62		1,003
Chico’s FAS, Inc.* (Specialty Retail)		455		3,449
Chimera Investment Corp. (Mortgage REITs)		861		4,296
ChoiceOne Financial Services, Inc. (Banks)		27		791
Chord Energy Corp. (Oil, Gas & Consumable Fuels)		159		26,430
Chuy’s Holdings, Inc.* (Hotels, Restaurants & Leisure)		69		2,638
Cimpress PLC* (Commercial Services & Supplies)		69		5,523
Cinemark Holdings, Inc.* (Entertainment)		416		5,861
Cipher Mining, Inc.* (Software)		158		653
Citius Pharmaceuticals, Inc.* (Pharmaceuticals)		466		353
Citizens & Northern Corp. (Banks)		57		1,279
Citizens Financial Services, Inc. (Banks)		14		906
City Holding Co. (Banks)		57		6,285
City Office REIT, Inc. (Office REITs)		147		898
Civista Bancshares, Inc. (Banks)		59		1,088
Civitas Resources, Inc.^(a) (Oil, Gas & Consumable Fuels)		307		20,993
Claros Mortgage Trust, Inc. (Mortgage REITs)		344		4,689
Clarus Corp. (Leisure Products)		110		758
Clean Energy Fuels Corp.* (Oil, Gas & Consumable Fuels)		642		2,459
Cleanspark, Inc.* (Software)		567		6,254
Clear Channel Outdoor Holdings, Inc.* (Media)		1,421		2,586
Clear Secure, Inc.—Class A (Software)		312		6,443
Clearfield, Inc.* (Communications Equipment)		50		1,454
ClearPoint Neuro, Inc.* (Health Care Equipment & Supplies)		86		584
Clearwater Paper Corp.* (Paper & Forest Products)		62		2,239
Climb Global Solutions, Inc. (Electronic Equipment, Instruments & Components)		16		877
Clipper Realty, Inc. (Residential REITs)		43		232
CNB Financial Corp. (Banks)		78		1,762
CNO Financial Group, Inc. (Insurance)		424		11,830
CNX Resources Corp.* (Oil, Gas & Consumable Fuels)		594		11,880
Coastal Financial Corp.* (Banks)		41		1,821
Coca-Cola Consolidated, Inc. (Beverages)		18		16,711
Codexis, Inc.* (Life Sciences Tools & Services)		263		802
Codorus Valley Bancorp, Inc. (Banks)		36		925
Coeur Mining, Inc.* (Metals & Mining)		1,254		4,088
Cogent Biosciences, Inc.* (Biotechnology)		314		1,846
Cogent Communications Holdings, Inc. (Diversified Telecommunication Services)		166		12,625
Cohen & Steers, Inc. (Capital Markets)		98		7,422
Coherus Biosciences, Inc.* (Biotechnology)		378		1,259
Cohu, Inc.* (Semiconductors & Semiconductor Equipment)		177		6,264
Collegium Pharmaceutical, Inc.* (Pharmaceuticals)		131		4,032

See accompanying notes to financial statements.

144 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Colony Bankcorp, Inc. (Banks)		62	$	825
Columbia Financial, Inc.* (Banks)		112		2,159
Columbus McKinnon Corp. (Machinery)		107		4,175
Comfort Systems USA, Inc. (Construction & Engineering)		134		27,559
Commercial Metals Co. (Metals & Mining)		444		22,218
Commercial Vehicle Group, Inc.* (Machinery)		122		855
CommScope Holding Co., Inc.* (Communications Equipment)		793		2,236
Community Bank System, Inc. (Banks)		202		10,526
Community Health Systems, Inc.* (Health Care Providers & Services)		475		1,487
Community Healthcare Trust, Inc. (Health Care REITs)		101		2,691
Community Trust Bancorp, Inc. (Banks)		59		2,588
CommVault Systems, Inc.* (Software)		167		13,335
Compass Diversified Holdings (Financial Services)		239		5,366
Compass Minerals International, Inc. (Metals & Mining)		130		3,292
Compass Therapeutics, Inc.* (Biotechnology)		345		538
Compass, Inc.*—Class A (Real Estate Management & Development)		1,078		4,053
CompoSecure, Inc.* (Technology Hardware, Storage & Peripherals)		62		335
Computer Programs and Systems, Inc.* (Health Care Technology)		53		594
CompX International, Inc. (Commercial Services & Supplies)		6		152
Comstock Resources, Inc. (Oil, Gas & Consumable Fuels)		348		3,080
Comtech Telecommunications Corp. (Communications Equipment)		103		868
Concrete Pumping Holdings, Inc.* (Construction & Engineering)		97		795
Conduent, Inc.* (Professional Services)		651		2,376
CONMED Corp. (Health Care Equipment & Supplies)		116		12,703
ConnectOne Bancorp, Inc. (Banks)		139		3,184
Consensus Cloud Solutions, Inc.* (Software)		75		1,966
CONSOL Energy, Inc. (Oil, Gas & Consumable Fuels)		116		11,661
Consolidated Communications Holdings, Inc.* (Diversified Telecommunication Services)		290		1,262
Consolidated Water Co., Ltd. (Water Utilities)		57		2,029
Constellium SE* (Metals & Mining)		489		9,760
Construction Partners, Inc.*—Class A (Construction & Engineering)		152		6,615
Consumer Portfolio Services, Inc.* (Consumer Finance)		32		300
Contango ORE, Inc.* (Metals & Mining)		30		543
ContextLogic, Inc.*—Class A (Broadline Retail)		84		500
Cooper-Standard Holdings, Inc.* (Automobile Components)		64		1,251
COPT Defense Properties (Office REITs)		427		10,944
Corcept Therapeutics, Inc.* (Pharmaceuticals)		304		9,874
Core Laboratories, Inc. (Energy Equipment & Services)		178		3,143
Core Molding Technologies, Inc.* (Chemicals)		28		519
CoreCard Corp.* (Software)		28		387
CoreCivic, Inc.* (Commercial Services & Supplies)		431		6,262
CorMedix, Inc.* (Pharmaceuticals)		208		782
Corsair Gaming, Inc.* (Technology Hardware, Storage & Peripherals)		140		1,974
CorVel Corp.* (Health Care Providers & Services)		33		8,158
Costamare, Inc. (Marine Transportation)		175		1,822
Couchbase, Inc.* (IT Services)		132		2,973
Coursera, Inc.* (Diversified Consumer Services)		494		9,569
Covenant Logistics Group, Inc. (Ground Transportation)		32		1,473
CPI Card Group, Inc.* (Technology Hardware, Storage & Peripherals)		16		307
CRA International, Inc. (Professional Services)		26		2,570
Cracker Barrel Old Country Store, Inc. (Hotels, Restaurants & Leisure)		83		6,398
Crawford & Co.—Class A (Insurance)		54		712
Credo Technology Group Holding, Ltd.* (Semiconductors & Semiconductor Equipment)		435		8,469
Crescent Energy Co.—Class A (Oil, Gas & Consumable Fuels)		292		3,857
Cricut, Inc.—Class A (Household Durables)		180		1,186
Crinetics Pharmaceuticals, Inc.* (Biotechnology)		247		8,788
Cross Country Healthcare, Inc.* (Health Care Providers & Services)		130		2,943
CrossFirst Bankshares, Inc.* (Banks)		171		2,322
CryoPort, Inc.* (Life Sciences Tools & Services)		164		2,540
CS Disco, Inc.* (Software)		85		645
CSG Systems International, Inc. (Professional Services)		120		6,385
CSW Industrials, Inc. (Building Products)		59		12,237
CTO Realty Growth, Inc. (Diversified REITs)		83		1,438
CTS Corp. (Electronic Equipment, Instruments & Components)		117		5,118
Cue Biopharma, Inc.* (Biotechnology)		135		356
Cullinan Oncology, Inc.* (Biotechnology)		98		999
Cushman & Wakefield PLC* (Real Estate Management & Development)		630		6,804
Custom Truck One Source, Inc.* (Trading Companies & Distributors)		214		1,323
Customers Bancorp, Inc.* (Banks)		108		6,223
Cutera, Inc.* (Health Care Equipment & Supplies)		69		243
CVB Financial Corp. (Banks)		505		10,196
CVR Energy, Inc. (Oil, Gas & Consumable Fuels)		112		3,394
CVRx, Inc.* (Health Care Equipment & Supplies)		42		1,320
CXApp, Inc.* (IT Services)		7		9
Cymabay Therapeutics, Inc.* (Pharmaceuticals)		429		10,133
Cytek Biosciences, Inc.* (Life Sciences Tools & Services)		459		4,186
Cytokinetics, Inc.* (Biotechnology)		353		29,471
Daily Journal Corp.* (Media)		5		1,704
Dakota Gold Corp.* (Metals & Mining)		212		555
Daktronics, Inc.* (Electronic Equipment, Instruments & Components)		142		1,204

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 145

Common Stocks, continued

	Shares		Value
Dana, Inc. (Automobile Components)		495	$	7,232
Danimer Scientific, Inc.* (Chemicals)		332		339
Daseke, Inc.* (Ground Transportation)		155		1,256
Dave & Buster’s Entertainment, Inc.* (Hotels, Restaurants & Leisure)		137		7,377
Day One Biopharmaceuticals, Inc.* (Biotechnology)		237		3,460
Deciphera Pharmaceuticals, Inc.* (Biotechnology)		203		3,274
Definitive Healthcare Corp.* (Health Care Technology)		175		1,740
Delek US Holdings, Inc. (Oil, Gas & Consumable Fuels)		243		6,269
Deluxe Corp. (Commercial Services & Supplies)		165		3,539
Denali Therapeutics, Inc.* (Biotechnology)		448		9,614
Denny’s Corp.* (Hotels, Restaurants & Leisure)		194		2,111
Design Therapeutics, Inc.* (Biotechnology)		123		326
Designer Brands, Inc.—Class A (Specialty Retail)		163		1,443
Desktop Metal, Inc.*^(a)—Class A (Machinery)		1,062		798
Destination XL Group, Inc.* (Specialty Retail)		212		933
DHI Group, Inc.* (Interactive Media & Services)		161		417
DHT Holdings, Inc. (Oil, Gas & Consumable Fuels)		519		5,091
Diamond Hill Investment Group, Inc. (Capital Markets)		10		1,656
Diamond Offshore Drilling, Inc.* (Energy Equipment & Services)		385		5,005
DiamondRock Hospitality Co. (Hotel & Resort REITs)		797		7,484
Digi International, Inc.* (Communications Equipment)		133		3,458
Digimarc Corp.* (Software)		54		1,950
Digital Turbine, Inc.* (Software)		362		2,483
DigitalBridge Group, Inc. (Real Estate Management & Development)		613		10,753
DigitalOcean Holdings, Inc.* (IT Services)		240		8,806
Dillard’s, Inc.^(a)—Class A (Broadline Retail)		13		5,248
Dime Community Bancshares, Inc. (Banks)		132		3,555
Dine Brands Global, Inc. (Hotels, Restaurants & Leisure)		59		2,929
Diodes, Inc.* (Semiconductors & Semiconductor Equipment)		171		13,769
Disc Medicine, Inc.* (Biotechnology)		34		1,964
Distribution Solutions Group, Inc.* (Building Products)		38		1,199
Diversified Healthcare Trust (Health Care REITs)		905		3,385
DMC Global, Inc.* (Energy Equipment & Services)		74		1,393
DocGo, Inc.* (Health Care Providers & Services)		294		1,643
Dole PLC (Food Products)		271		3,331
Domo, Inc.*—Class B (Software)		120		1,235
Donegal Group, Inc.—Class A (Insurance)		59		825
Donnelley Financial Solutions, Inc.* (Capital Markets)		93		5,800
Dorian LPG, Ltd. (Oil, Gas & Consumable Fuels)		131		5,747
Dorman Products, Inc.* (Automobile Components)		100		8,341
Douglas Dynamics, Inc. (Machinery)		85		2,523
Douglas Elliman, Inc. (Real Estate Management & Development)		306		903
Douglas Emmett, Inc. (Office REITs)		611		8,860
Dragonfly Energy Holdings Corp.* (Electrical Equipment)		109		59
Dream Finders Homes, Inc.*—Class A (Household Durables)		91		3,233
Dril-Quip, Inc.* (Energy Equipment & Services)		129		3,002
Ducommun, Inc.* (Aerospace & Defense)		51		2,655
Duluth Holdings, Inc.*—Class B (Specialty Retail)		51		274
Duolingo, Inc.* (Diversified Consumer Services)		111		25,180
DXP Enterprises, Inc.* (Trading Companies & Distributors)		52		1,752
Dycom Industries, Inc.* (Construction & Engineering)		108		12,430
Dynavax Technologies Corp.* (Biotechnology)		491		6,864
Dyne Therapeutics, Inc.* (Biotechnology)		169		2,248
Dynex Capital, Inc. (Mortgage REITs)		213		2,667
DZS, Inc.* (Communications Equipment)		81		160
E2open Parent Holdings, Inc.* (Software)		643		2,823
Eagle Bancorp, Inc. (Banks)		111		3,346
Eagle Bulk Shipping, Inc. (Marine Transportation)		35		1,939
Eagle Pharmaceuticals, Inc.* (Biotechnology)		38		199
Easterly Government Properties, Inc. (Office REITs)		363		4,879
Eastern Bankshares, Inc. (Banks)		587		8,335
Eastman Kodak Co.* (Technology Hardware, Storage & Peripherals)		215		839
EchoStar Corp.*—Class A (Diversified Telecommunication Services)		454		7,523
Ecovyst, Inc.* (Chemicals)		350		3,420
Edgewell Personal Care Co. (Personal Care Products)		191		6,996
Edgewise Therapeutics, Inc.* (Pharmaceuticals)		162		1,772
Editas Medicine, Inc.* (Biotechnology)		312		3,161
eGain Corp.* (Software)		78		650
eHealth, Inc.* (Insurance)		106		924
El Pollo Loco Holdings, Inc.* (Hotels, Restaurants & Leisure)		105		926
elf Beauty, Inc.* (Personal Care Products)		205		29,589
Ellington Financial, Inc. (Mortgage REITs)		285		3,622
Elme Communities (Residential REITs)		333		4,861
Embecta Corp. (Health Care Equipment & Supplies)		219		4,146
Emerald Holding, Inc.* (Media)		59		353
Emergent BioSolutions, Inc.* (Biotechnology)		196		470
Empire Petroleum Corp.* (Oil, Gas & Consumable Fuels)		49		539
Empire State Realty Trust, Inc. (Diversified REITs)		500		4,845
Employers Holdings, Inc. (Insurance)		97		3,822
Enact Holdings, Inc. (Financial Services)		112		3,236
Enanta Pharmaceuticals, Inc.* (Biotechnology)		75		706

See accompanying notes to financial statements.

146 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Encore Capital Group, Inc.* (Consumer Finance)		88	$	4,466
Encore Energy Corp.* (Oil, Gas & Consumable Fuels)		555		2,181
Encore Wire Corp. (Electrical Equipment)		57		12,175
Energizer Holdings, Inc. (Household Products)		271		8,585
Energy Fuels, Inc.* (Oil, Gas & Consumable Fuels)		594		4,271
Energy Recovery, Inc.* (Machinery)		212		3,994
Energy Vault Holdings, Inc.* (Electrical Equipment)		375		874
Enerpac Tool Group Corp. (Machinery)		207		6,436
EnerSys (Electrical Equipment)		156		15,750
Enfusion, Inc.*—Class A (Software)		143		1,387
EngageSmart, Inc.* (Software)		184		4,214
Enhabit, Inc.* (Health Care Providers & Services)		190		1,967
Enliven Therapeutics, Inc.* (Pharmaceuticals)		88		1,218
Ennis, Inc. (Commercial Services & Supplies)		96		2,103
Enova International, Inc.* (Consumer Finance)		110		6,090
Enovix Corp.*^(a) (Electrical Equipment)		525		6,573
Enpro, Inc. (Machinery)		79		12,382
Enstar Group, Ltd.* (Insurance)		46		13,540
Enterprise Bancorp, Inc. (Banks)		37		1,194
Enterprise Financial Services Corp. (Banks)		137		6,117
Entrada Therapeutics, Inc.* (Biotechnology)		81		1,222
Entravision Communications Corp.—Class A (Media)		228		951
Envela Corp.* (Specialty Retail)		28		136
Envestnet, Inc.* (Software)		190		9,409
Enviri Corp.* (Commercial Services & Supplies)		299		2,691
Enviva, Inc. (Oil, Gas & Consumable Fuels)		117		117
Eos Energy Enterprises, Inc.* (Electrical Equipment)		406		443
ePlus, Inc.* (Electronic Equipment, Instruments & Components)		100		7,984
Equitrans Midstream Corp. (Oil, Gas & Consumable Fuels)		1,656		16,858
Equity Bancshares, Inc.—Class A (Banks)		56		1,898
Equity Commonwealth (Office REITs)		388		7,450
Erasca, Inc.* (Biotechnology)		305		650
Escalade, Inc. (Leisure Products)		38		763
ESCO Technologies, Inc. (Machinery)		97		11,352
Esquire Financial Holdings, Inc. (Banks)		26		1,299
ESS Tech, Inc.* (Electrical Equipment)		345		393
ESSA Bancorp, Inc. (Banks)		33		661
Essent Group, Ltd. (Financial Services)		397		20,938
Essential Properties Realty Trust, Inc. (Diversified REITs)		591		15,107
Ethan Allen Interiors, Inc. (Household Durables)		86		2,745
European Wax Center, Inc.*—Class A (Diversified Consumer Services)		129		1,753
Evans Bancorp, Inc. (Banks)		20		631
Eve Holding, Inc.* (Aerospace & Defense)		68		498
Eventbrite, Inc.*—Class A (Interactive Media & Services)		293		2,449
Everbridge, Inc.* (Software)		154		3,744
EverCommerce, Inc.* (Software)		88		971
Everi Holdings, Inc.* (Hotels, Restaurants & Leisure)		320		3,606
EverQuote, Inc.*—Class A (Interactive Media & Services)		81		991
EVERTEC, Inc. (Financial Services)		247		10,112
EVgo, Inc.* (Specialty Retail)		391		1,400
EVI Industries, Inc. (Trading Companies & Distributors)		18		427
Evolent Health, Inc.*—Class A (Health Care Technology)		417		13,773
Evolus, Inc.* (Pharmaceuticals)		157		1,653
Evolution Petroleum Corp. (Oil, Gas & Consumable Fuels)		116		674
Evolv Technologies Holdings, Inc.* (Electronic Equipment, Instruments & Components)		431		2,034
Excelerate Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		68		1,051
ExlService Holdings, Inc.* (Professional Services)		613		18,911
eXp World Holdings, Inc.^(a) (Real Estate Management & Development)		270		4,190
Expensify, Inc.*—Class A (Software)		209		516
Exponent, Inc. (Professional Services)		192		16,904
Expro Group Holdings N.V.* (Energy Equipment & Services)		340		5,413
Extreme Networks, Inc.* (Communications Equipment)		479		8,450
Eyenovia, Inc.* (Pharmaceuticals)		113		235
EyePoint Pharmaceuticals, Inc.* (Pharmaceuticals)		101		2,334
F&G Annuities & Life, Inc. (Insurance)		71		3,266
Fabrinet* (Electronic Equipment, Instruments & Components)		139		26,455
Farmers & Merchants Bancorp, Inc. (Banks)		48		1,190
Farmers National Banc Corp. (Banks)		138		1,994
Farmland Partners, Inc. (Specialized REITs)		169		2,109
FARO Technologies, Inc.* (Electronic Equipment, Instruments & Components)		72		1,622
Fastly, Inc.*—Class A (IT Services)		458		8,152
Fate Therapeutics, Inc.* (Biotechnology)		320		1,197
FB Financial Corp. (Banks)		134		5,340
Federal Agricultural Mortgage Corp.—Class C (Financial Services)		35		6,693
Federal Signal Corp. (Machinery)		228		17,497
Fennec Pharmaceuticals, Inc.* (Biotechnology)		68		763
FibroGen, Inc.* (Biotechnology)		349		309
Fidelis Insurance Holdings, Ltd.* (Insurance)		57		722
Fidelity D&D Bancorp, Inc. (Banks)		18		1,045
Figs, Inc.*—Class A (Textiles, Apparel & Luxury Goods)		484		3,364
Finance Of America Cos., Inc.*—Class A (Financial Services)		202		222
Financial Institutions, Inc. (Banks)		58		1,235
First Advantage Corp. (Professional Services)		205		3,397
First Bancorp (Banks)		151		5,589
First Bancorp (Banks)		652		10,725
First Bank/Hamilton NJ (Banks)		77		1,132
First Busey Corp. (Banks)		197		4,890
First Business Financial Services, Inc. (Banks)		30		1,203
First Commonwealth Financial Corp. (Banks)		388		5,991
First Community Bankshares, Inc. (Banks)		66		2,449

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 147

Common Stocks, continued

	Shares		Value
First Community Corp. (Banks)		28	$	603
First Financial Bancorp (Banks)		358		8,503
First Financial Bankshares, Inc. (Banks)		494		14,968
First Financial Corp. (Banks)		44		1,893
First Foundation, Inc. (Banks)		193		1,868
First Interstate BancSystem, Inc.—Class A (Banks)		313		9,625
First Merchants Corp. (Banks)		225		8,343
First Mid Bancshares, Inc. (Banks)		84		2,911
First Watch Restaurant Group, Inc.* (Hotels, Restaurants & Leisure)		84		1,688
First Western Financial, Inc.* (Banks)		31		615
FirstCash Holdings, Inc. (Consumer Finance)		143		15,500
FiscalNote Holdings, Inc.*^(a) (Professional Services)		226		258
Fisker, Inc.* (Automobiles)		792		1,386
Five Star Bancorp (Banks)		49		1,283
FLEX LNG, Ltd. (Oil, Gas & Consumable Fuels)		113		3,284
Fluence Energy, Inc.* (Electrical Equipment)		223		5,319
Fluor Corp.* (Construction & Engineering)		541		21,191
Flushing Financial Corp. (Banks)		105		1,730
Flywire Corp.* (Financial Services)		403		9,329
Foghorn Therapeutics, Inc.* (Biotechnology)		77		497
Foot Locker, Inc. (Specialty Retail)		311		9,688
Forafric Global PLC* (Food Products)		19		201
Forestar Group, Inc.* (Real Estate Management & Development)		70		2,315
Forge Global Holdings, Inc.* (Capital Markets)		415		1,423
FormFactor, Inc.* (Semiconductors & Semiconductor Equipment)		292		12,179
Forrester Research, Inc.* (Professional Services)		45		1,206
Forum Energy Technologies, Inc.* (Energy Equipment & Services)		37		820
Forward Air Corp. (Air Freight & Logistics)		97		6,098
Fossil Group, Inc.* (Textiles, Apparel & Luxury Goods)		182		266
Four Corners Property Trust, Inc. (Specialized REITs)		343		8,678
Fox Factory Holding Corp.* (Automobile Components)		162		10,932
Franklin BSP Realty Trust, Inc. (Mortgage REITs)		315		4,256
Franklin Covey Co.* (Professional Services)		44		1,915
Franklin Electric Co., Inc. (Machinery)		175		16,914
Fresh Del Monte Produce, Inc. (Food Products)		129		3,386
Freshworks, Inc.*—Class A (Software)		614		14,423
Frontdoor, Inc.* (Diversified Consumer Services)		307		10,813
Frontier Group Holdings, Inc.* (Passenger Airlines)		145		792
FRP Holdings, Inc.* (Real Estate Management & Development)		25		1,572
FS Bancorp, Inc. (Banks)		25		924
FTAI Aviation, Ltd. (Trading Companies & Distributors)		378		17,539
FTAI Infrastructure, Inc. (Ground Transportation)		374		1,455
FTC Solar, Inc.* (Electrical Equipment)		255		177
fuboTV, Inc.* (Interactive Media & Services)		1,072		3,409
FuelCell Energy, Inc.* (Electrical Equipment)		1,723		2,757
Fulgent Genetics, Inc.* (Health Care Providers & Services)		78		2,255
Full House Resorts, Inc.* (Hotels, Restaurants & Leisure)		123		661
Fulton Financial Corp. (Banks)		609		10,024
Funko, Inc.*—Class A (Leisure Products)		134		1,036
FutureFuel Corp. (Oil, Gas & Consumable Fuels)		98		596
FVCBankcorp, Inc.* (Banks)		60		852
Gambling.com Group, Ltd.* (Media)		57		556
Gannett Co., Inc.* (Media)		545		1,254
GATX Corp. (Trading Companies & Distributors)		135		16,230
GCM Grosvenor, Inc.—Class A (Capital Markets)		156		1,398
Genco Shipping & Trading, Ltd. (Marine Transportation)		160		2,654
Gencor Industries, Inc.* (Machinery)		40		646
Genelux Corp.* (Biotechnology)		70		981
Generation Bio Co.* (Biotechnology)		171		282
Genesco, Inc.* (Specialty Retail)		42		1,479
Genie Energy, Ltd.—Class B (Electric Utilities)		75		2,110
Gentherm, Inc.* (Automobile Components)		124		6,493
Genworth Financial, Inc.* (Insurance)		1,752		11,703
German American Bancorp, Inc. (Banks)		106		3,435
Geron Corp.* (Biotechnology)		1,941		4,096
Getty Realty Corp. (Retail REITs)		181		5,289
Gevo, Inc.* (Oil, Gas & Consumable Fuels)		885		1,027
Gibraltar Industries, Inc.* (Building Products)		116		9,162
G-III Apparel Group, Ltd.* (Textiles, Apparel & Luxury Goods)		157		5,335
Glacier Bancorp, Inc. (Banks)		423		17,478
Gladstone Commercial Corp. (Diversified REITs)		151		1,999
Gladstone Land Corp. (Specialized REITs)		127		1,835
Glatfelter Corp.* (Paper & Forest Products)		167		324
Glaukos Corp.* (Health Care Equipment & Supplies)		180		14,308
Global Business Travel Group I* (Hotels, Restaurants & Leisure)		121		780
Global Industrial Co. (Trading Companies & Distributors)		50		1,942
Global Medical REIT, Inc. (Health Care REITs)		231		2,564
Global Net Lease, Inc. (Diversified REITs)		738		7,343
Global Water Resources, Inc. (Water Utilities)		43		562
Globalstar, Inc.* (Diversified Telecommunication Services)		2,655		5,151
GMS, Inc.* (Trading Companies & Distributors)		156		12,859
Gogo, Inc.* (Wireless Telecommunication Services)		251		2,543
GoHealth, Inc.*—Class A (Insurance)		16		213
Golar LNG, Ltd. (Oil, Gas & Consumable Fuels)		380		8,736
Golden Entertainment, Inc. (Hotels, Restaurants & Leisure)		77		3,075
Golden Ocean Group, Ltd. (Marine Transportation)		467		4,558
Goosehead Insurance, Inc.*—Class A (Insurance)		81		6,140
GoPro, Inc.*—Class A (Household Durables)		477		1,655
GrafTech International, Ltd. (Electrical Equipment)		734		1,607

See accompanying notes to financial statements.

148 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Graham Holdings Co.—Class B (Diversified Consumer Services)		14	$	9,751
Granite Construction, Inc. (Construction & Engineering)		167		8,494
Granite Point Mortgage Trust, Inc. (Mortgage REITs)		193		1,146
Granite Ridge Resources, Inc. (Oil, Gas & Consumable Fuels)		128		771
Graphite Bio, Inc.* (Biotechnology)		105		275
Gray Television, Inc. (Media)		319		2,858
Great Lakes Dredge & Dock Corp.* (Construction & Engineering)		248		1,905
Great Southern Bancorp, Inc. (Banks)		34		2,018
Green Brick Partners, Inc.* (Household Durables)		99		5,142
Green Dot Corp.*—Class A (Consumer Finance)		175		1,733
Green Plains, Inc.* (Oil, Gas & Consumable Fuels)		221		5,574
Greene County Bancorp, Inc. (Banks)		27		761
Greenlight Capital Re, Ltd.*—Class A (Insurance)		98		1,119
Greif, Inc.—Class A (Containers & Packaging)		92		6,034
Greif, Inc.—Class B (Containers & Packaging)		20		1,320
Grid Dynamics Holdings, Inc.* (IT Services)		213		2,839
Griffon Corp. (Building Products)		159		9,691
Grindr, Inc.* (Interactive Media & Services)		154		1,352
Gritstone bio, Inc.* (Biotechnology)		332		677
Group 1 Automotive, Inc. (Specialty Retail)		52		15,846
GrowGeneration Corp.* (Specialty Retail)		222		557
Guaranty Bancshares, Inc. (Banks)		31		1,042
Guardant Health, Inc.* (Health Care Providers & Services)		428		11,577
Guess?, Inc. (Specialty Retail)		106		2,444
Gulfport Energy Corp.* (Oil, Gas & Consumable Fuels)		43		5,728
H&E Equipment Services, Inc. (Trading Companies & Distributors)		122		6,383
H.B. Fuller Co. (Chemicals)		206		16,770
Haemonetics Corp.* (Health Care Equipment & Supplies)		190		16,247
Hallador Energy Co.* (Oil, Gas & Consumable Fuels)		86		760
Halozyme Therapeutics, Inc.* (Biotechnology)		492		18,184
Hamilton Lane, Inc.—Class A (Capital Markets)		138		15,656
Hancock Whitney Corp. (Banks)		329		15,986
Hanesbrands, Inc.* (Textiles, Apparel & Luxury Goods)		1,333		5,945
Hanmi Financial Corp. (Banks)		115		2,231
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (Mortgage REITs)		401		11,059
HarborOne Bancorp, Inc. (Banks)		156		1,869
Harmonic, Inc.* (Communications Equipment)		417		5,438
Harmony Biosciences Holdings, Inc.* (Pharmaceuticals)		122		3,941
Harrow, Inc.* (Pharmaceuticals)		115		1,288
Harvard Bioscience, Inc.* (Life Sciences Tools & Services)		153		819
Haverty Furniture Cos., Inc. (Specialty Retail)		56		1,988
Hawaiian Holdings, Inc.* (Passenger Airlines)		193		2,741
Hawkins, Inc. (Chemicals)		74		5,211
Haynes International, Inc. (Metals & Mining)		48		2,738
HBT Financial, Inc. (Banks)		51		1,077
HCI Group, Inc. (Insurance)		25		2,185
Health Catalyst, Inc.* (Health Care Technology)		214		1,982
Healthcare Services Group, Inc.* (Commercial Services & Supplies)		282		2,924
HealthEquity, Inc.* (Health Care Providers & Services)		319		21,150
HealthStream, Inc. (Health Care Technology)		91		2,460
Heartland Express, Inc. (Ground Transportation)		178		2,538
Heartland Financial USA, Inc. (Banks)		160		6,018
Hecla Mining Co. (Metals & Mining)		2,316		11,140
Heidrick & Struggles International, Inc. (Professional Services)		76		2,244
Helen of Troy, Ltd.* (Household Durables)		90		10,873
Helios Technologies, Inc. (Machinery)		126		5,714
Helix Energy Solutions Group, Inc.* (Energy Equipment & Services)		545		5,603
Helmerich & Payne, Inc. (Energy Equipment & Services)		370		13,401
Herbalife, Ltd.* (Personal Care Products)		374		5,707
Herc Holdings, Inc. (Trading Companies & Distributors)		107		15,931
Heritage Commerce Corp. (Banks)		224		2,222
Heritage Financial Corp. (Banks)		131		2,802
Heron Therapeutics, Inc.* (Biotechnology)		391		665
HF Foods Group, Inc.* (Consumer Staples Distribution & Retail)		152		812
Hibbett, Inc. (Specialty Retail)		47		3,385
HighPeak Energy, Inc. (Oil, Gas & Consumable Fuels)		46		655
Hillenbrand, Inc. (Machinery)		265		12,680
HilleVax, Inc.* (Biotechnology)		99		1,589
Hillman Solutions Corp.* (Machinery)		740		6,815
Hilltop Holdings, Inc. (Banks)		177		6,232
Hilton Grand Vacations, Inc.* (Hotels, Restaurants & Leisure)		305		12,254
Himalaya Shipping, Ltd.* (Marine Transportation)		106		717
Hims & Hers Health, Inc.* (Health Care Providers & Services)		462		4,112
Hingham Institution For Savings The (Banks)		6		1,166
Hippo Holdings, Inc.* (Insurance)		40		365
HireQuest, Inc. (Professional Services)		20		307
HireRight Holdings Corp.* (Professional Services)		51		686
HNI Corp. (Commercial Services & Supplies)		175		7,320
Holley, Inc.* (Automobile Components)		199		969
Home Bancorp, Inc. (Banks)		27		1,134
Home BancShares, Inc. (Banks)		723		18,314
HomeStreet, Inc. (Banks)		68		700
HomeTrust Bancshares, Inc. (Banks)		56		1,508
Hooker Furnishings Corp. (Household Durables)		41		1,069
Hope Bancorp, Inc. (Banks)		437		5,279
Horace Mann Educators Corp. (Insurance)		156		5,101
Horizon Bancorp, Inc. (Banks)		164		2,347
Hovnanian Enterprises, Inc.*—Class A (Household Durables)		19		2,957

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 149

Common Stocks, continued

	Shares		Value
Hub Group, Inc.*—Class A (Air Freight & Logistics)		119	$	10,940
Hudson Pacific Properties, Inc. (Office REITs)		523		4,869
Hudson Technologies, Inc.* (Trading Companies & Distributors)		166		2,239
Humacyte, Inc.* (Biotechnology)		232		659
Huron Consulting Group, Inc.* (Professional Services)		73		7,504
Hyliion Holdings Corp.* (Machinery)		558		454
Hyster-Yale Materials Handling, Inc. (Machinery)		42		2,612
I3 Verticals, Inc.*—Class A (Financial Services)		85		1,799
i-80 Gold Corp.* (Metals & Mining)		731		1,287
IBEX Holdings, Ltd.* (Professional Services)		36		684
ICF International, Inc. (Professional Services)		71		9,520
Ichor Holdings, Ltd.* (Semiconductors & Semiconductor Equipment)		108		3,632
Icosavax, Inc.* (Biotechnology)		104		1,639
Ideaya Biosciences, Inc.* (Biotechnology)		229		8,148
IDT Corp.*—Class B (Diversified Telecommunication Services)		58		1,977
IES Holdings, Inc.* (Construction & Engineering)		31		2,456
IGM Biosciences, Inc.* (Biotechnology)		50		416
iHeartMedia, Inc.*—Class A (Media)		392		1,047
Ikena Oncology, Inc.* (Pharmaceuticals)		116		229
IMAX Corp.* (Entertainment)		170		2,553
Immersion Corp. (Technology Hardware, Storage & Peripherals)		117		826
Immuneering Corp.*—Class A (Biotechnology)		84		617
ImmunityBio, Inc.*^(a) (Biotechnology)		502		2,520
ImmunoGen, Inc.* (Biotechnology)		908		26,921
Immunovant, Inc.* (Biotechnology)		205		8,637
Impinj, Inc.* (Semiconductors & Semiconductor Equipment)		88		7,923
Inari Medical, Inc.* (Health Care Equipment & Supplies)		203		13,179
Independence Realty Trust, Inc. (Residential REITs)		855		13,081
Independent Bank Corp. (Banks)		168		11,056
Independent Bank Corp. (Banks)		76		1,978
Independent Bank Group, Inc. (Banks)		137		6,971
indie Semiconductor, Inc.*—Class A (Semiconductors & Semiconductor Equipment)		571		4,631
Infinera Corp.* (Communications Equipment)		755		3,586
Information Services Group, Inc. (IT Services)		132		622
InfuSystem Holdings, Inc.* (Health Care Providers & Services)		68		717
Ingevity Corp.* (Chemicals)		139		6,564
Ingles Markets, Inc.—Class A (Consumer Staples Distribution & Retail)		54		4,664
Inhibrx, Inc.* (Biotechnology)		130		4,940
Inmode, Ltd.* (Health Care Equipment & Supplies)		293		6,516
Innodata, Inc.* (Professional Services)		98		798
Innospec, Inc. (Chemicals)		94		11,585
Innovage Holding Corp.* (Health Care Providers & Services)		71		426
INNOVATE Corp.* (Construction & Engineering)		205		252
Innovative Industrial Properties, Inc. (Industrial REITs)		106		10,687
Innoviva, Inc.* (Pharmaceuticals)		225		3,609
Inogen, Inc.* (Health Care Equipment & Supplies)		87		478
Inozyme Pharma, Inc.* (Biotechnology)		180		767
Insight Enterprises, Inc.* (Electronic Equipment, Instruments & Components)		109		19,314
Insmed, Inc.* (Biotechnology)		524		16,239
Insperity, Inc. (Professional Services)		135		15,825
Inspired Entertainment, Inc.* (Hotels, Restaurants & Leisure)		82		810
Installed Building Products, Inc. (Household Durables)		89		16,271
Insteel Industries, Inc. (Building Products)		72		2,757
Instructure Holdings, Inc.* (Software)		74		1,999
Intapp, Inc.* (Software)		105		3,992
Integer Holdings Corp.* (Health Care Equipment & Supplies)		126		12,484
Integral Ad Science Holding Corp.* (Media)		184		2,648
Intellia Therapeutics, Inc.* (Biotechnology)		334		10,184
Inter Parfums, Inc. (Personal Care Products)		70		10,081
InterDigital, Inc. (Software)		100		10,854
Interface, Inc. (Commercial Services & Supplies)		217		2,739
International Bancshares Corp. (Banks)		204		11,081
International Game Technology PLC (Hotels, Restaurants & Leisure)		411		11,265
International Money Express, Inc.* (Financial Services)		121		2,673
International Seaways, Inc. (Oil, Gas & Consumable Fuels)		154		7,004
inTEST Corp.* (Semiconductors & Semiconductor Equipment)		45		612
Intevac, Inc.* (Technology Hardware, Storage & Peripherals)		97		419
Intra-Cellular Therapies, Inc.* (Pharmaceuticals)		355		25,424
Intrepid Potash, Inc.* (Chemicals)		41		979
InvenTrust Properties Corp. (Retail REITs)		257		6,512
Invesco Mortgage Capital, Inc. (Mortgage REITs)		170		1,506
Investors Title Co. (Insurance)		5		811
Invitae Corp.*^(a) (Health Care Providers & Services)		995		624
IonQ, Inc.* (Technology Hardware, Storage & Peripherals)		610		7,558
Iovance Biotherapeutics, Inc.* (Biotechnology)		869		7,065
iRadimed Corp. (Health Care Equipment & Supplies)		28		1,329
iRhythm Technologies, Inc.* (Health Care Equipment & Supplies)		116		12,417
iRobot Corp.* (Household Durables)		104		4,025
Ironwood Pharmaceuticals, Inc.* (Biotechnology)		525		6,006
Ispire Technology, Inc.*^(a) (Tobacco)		67		813
iTeos Therapeutics, Inc.* (Biotechnology)		94		1,029
Iteris, Inc.* (Electronic Equipment, Instruments & Components)		161		837
Itron, Inc.* (Electronic Equipment, Instruments & Components)		173		13,063

See accompanying notes to financial statements.

150 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Ivanhoe Electric, Inc.* (Metals & Mining)		239	$	2,409
J & J Snack Foods Corp. (Food Products)		57		9,527
J Jill, Inc.* (Specialty Retail)		17		438
Jack in the Box, Inc. (Hotels, Restaurants & Leisure)		77		6,286
Jackson Financial, Inc.—Class A (Financial Services)		314		16,077
JAKKS Pacific, Inc.* (Leisure Products)		28		995
James River Group Holdings, Ltd. (Insurance)		140		1,294
Jamf Holding Corp.* (Software)		268		4,840
Janus International Group, Inc.* (Building Products)		322		4,202
Janux Therapeutics, Inc.* (Biotechnology)		65		697
JBG SMITH Properties (Office REITs)		384		6,532
JELD-WEN Holding, Inc.* (Building Products)		323		6,098
JetBlue Airways Corp.* (Passenger Airlines)		1,274		7,071
Joby Aviation, Inc.*^(a) (Passenger Airlines)		1,055		7,016
John B Sanfilippo & Son, Inc. (Food Products)		34		3,503
John Bean Technologies Corp. (Machinery)		121		12,033
John Marshall Bancorp, Inc. (Banks)		48		1,083
John Wiley & Sons, Inc.—Class A (Media)		138		4,380
Johnson Outdoors, Inc.—Class A (Leisure Products)		21		1,122
Kadant, Inc. (Machinery)		45		12,614
Kaiser Aluminum Corp. (Metals & Mining)		61		4,343
Kaltura, Inc.* (Software)		318		620
KalVista Pharmaceuticals, Inc.* (Biotechnology)		117		1,433
Kaman Corp. (Aerospace & Defense)		106		2,539
Karat Packaging, Inc. (Trading Companies & Distributors)		26		646
Karyopharm Therapeutics, Inc.* (Biotechnology)		428		370
KB Home (Household Durables)		270		16,864
Kearny Financial Corp. (Banks)		212		1,902
Kelly Services, Inc.—Class A (Professional Services)		118		2,551
Kennametal, Inc. (Machinery)		306		7,892
Kennedy-Wilson Holdings, Inc. (Real Estate Management & Development)		454		5,621
Keros Therapeutics, Inc.* (Biotechnology)		85		3,380
Kezar Life Sciences, Inc.* (Biotechnology)		269		255
Kforce, Inc. (Professional Services)		73		4,932
Kimball Electronics, Inc.* (Electronic Equipment, Instruments & Components)		90		2,426
Kinetik Holdings, Inc. (Oil, Gas & Consumable Fuels)		69		2,305
Kingsway Financial Services, Inc.* (Insurance)		41		344
Kiniksa Pharmaceuticals, Ltd.*—Class A (Biotechnology)		119		2,087
Kite Realty Group Trust (Retail REITs)		826		18,881
KKR Real Estate Finance Trust, Inc. (Mortgage REITs)		223		2,950
KLX Energy Services Holdings, Inc.* (Energy Equipment & Services)		47		529
Knife River Corp.* (Construction Materials)		215		14,229
Knowles Corp.* (Electronic Equipment, Instruments & Components)		341		6,107
Kodiak Gas Services, Inc. (Energy Equipment & Services)		60		1,205
Kodiak Sciences, Inc.* (Biotechnology)		122		371
Kontoor Brands, Inc. (Textiles, Apparel & Luxury Goods)		213		13,295
Koppers Holdings, Inc. (Chemicals)		77		3,944
Korn Ferry (Professional Services)		198		11,751
KORU Medical Systems, Inc.* (Health Care Equipment & Supplies)		129		317
Kosmos Energy, Ltd.* (Oil, Gas & Consumable Fuels)		1,730		11,608
Kratos Defense & Security Solutions, Inc.* (Aerospace & Defense)		484		9,820
Krispy Kreme, Inc. (Hotels, Restaurants & Leisure)		332		5,010
Kronos Worldwide, Inc. (Chemicals)		83		825
Krystal Biotech, Inc.* (Biotechnology)		81		10,049
Kulicke & Soffa Industries, Inc. (Semiconductors & Semiconductor Equipment)		211		11,546
Kura Oncology, Inc.* (Biotechnology)		267		3,839
Kura Sushi USA, Inc.*—Class A (Hotels, Restaurants & Leisure)		22		1,672
KVH Industries, Inc.* (Communications Equipment)		71		373
Kymera Therapeutics, Inc.* (Biotechnology)		144		3,666
Ladder Capital Corp. (Mortgage REITs)		429		4,938
Lakeland Bancorp, Inc. (Banks)		236		3,490
Lakeland Financial Corp. (Banks)		94		6,125
Lancaster Colony Corp. (Food Products)		75		12,480
Lands’ End, Inc.* (Specialty Retail)		56		535
Landsea Homes Corp.* (Household Durables)		76		999
Lantheus Holdings, Inc.* (Health Care Equipment & Supplies)		258		15,996
LanzaTech Global, Inc.* (Commercial Services & Supplies)		77		387
Larimar Therapeutics, Inc.* (Biotechnology)		96		437
Latham Group, Inc.* (Leisure Products)		146		384
Laureate Education, Inc. (Diversified Consumer Services)		497		6,814
La-Z-Boy, Inc. (Household Durables)		165		6,092
Lazydays Holdings, Inc.* (Specialty Retail)		28		197
LCI Industries (Automobile Components)		93		11,691
LCNB Corp. (Banks)		40		631
Legacy Housing Corp.* (Household Durables)		38		958
Legalzoom.com, Inc.* (Professional Services)		449		5,074
LeMaitre Vascular, Inc. (Health Care Equipment & Supplies)		75		4,257
Lemonade, Inc.*^(a) (Insurance)		192		3,097
LendingClub Corp.* (Consumer Finance)		411		3,592
LendingTree, Inc.* (Consumer Finance)		41		1,243
Leonardo DRS, Inc.* (Aerospace & Defense)		260		5,210
Leslie’s, Inc.* (Specialty Retail)		673		4,650
Lexicon Pharmaceuticals, Inc.* (Biotechnology)		350		536
LGI Homes, Inc.* (Household Durables)		78		10,386
Liberty Energy, Inc. (Energy Equipment & Services)		623		11,301
Liberty Latin America, Ltd.*—Class A (Diversified Telecommunication Services)		132		965
Liberty Latin America, Ltd.*—Class C (Diversified Telecommunication Services)		521		3,824
Li-Cycle Holdings Corp.* (Commercial Services & Supplies)		528		309

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 151

Common Stocks, continued

	Shares		Value
Life Time Group Holdings, Inc.* (Hotels, Restaurants & Leisure)		169	$	2,549
LifeStance Health Group, Inc.* (Health Care Providers & Services)		402		3,148
Ligand Pharmaceuticals, Inc.* (Pharmaceuticals)		64		4,571
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		347		28,491
Lightwave Logic, Inc.* (Electronic Equipment, Instruments & Components)		443		2,206
Limbach Holdings, Inc.* (Construction & Engineering)		35		1,591
Limoneira Co. (Food Products)		67		1,382
Lincoln Educational Services Corp.* (Diversified Consumer Services)		89		894
Lindblad Expeditions Holdings, Inc.* (Hotels, Restaurants & Leisure)		132		1,488
Lindsay Corp. (Machinery)		42		5,425
Lineage Cell Therapeutics, Inc.* (Biotechnology)		502		547
Lions Gate Entertainment Corp.*—Class A (Entertainment)		220		2,398
Lions Gate Entertainment Corp.*—Class B (Entertainment)		457		4,657
Liquidia Corp.* (Pharmaceuticals)		180		2,165
Liquidity Services, Inc.* (Commercial Services & Supplies)		87		1,497
LivaNova PLC* (Health Care Equipment & Supplies)		206		10,658
Live Oak Bancshares, Inc. (Banks)		127		5,779
Livent Corp.* (Chemicals)		685		12,316
LivePerson, Inc.* (Software)		296		1,122
LiveRamp Holdings, Inc.* (Software)		249		9,432
Livewire Group, Inc.* (Automobiles)		72		814
Longboard Pharmaceuticals, Inc.* (Pharmaceuticals)		58		350
Loop Media, Inc.* (Entertainment)		144		144
LSB Industries, Inc.* (Chemicals)		203		1,890
LSI Industries, Inc. (Electrical Equipment)		106		1,492
LTC Properties, Inc. (Health Care REITs)		156		5,011
Lumen Technologies, Inc.* (Diversified Telecommunication Services)		3,820		6,991
Luminar Technologies, Inc.*^(a) (Automobile Components)		1,031		3,474
Luna Innovations, Inc.* (Electronic Equipment, Instruments & Components)		122		811
Luther Burbank Corp.* (Banks)		38		407
Luxfer Holdings PLC (Machinery)		101		903
LXP Industrial Trust (Industrial REITs)		1,099		10,902
Lyell Immunopharma, Inc.* (Biotechnology)		657		1,275
M.D.C Holdings, Inc. (Household Durables)		228		12,597
M/I Homes, Inc.* (Household Durables)		102		14,049
Macatawa Bank Corp. (Banks)		99		1,117
MACOM Technology Solutions Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		206		19,148
MacroGenics, Inc.* (Biotechnology)		230		2,213
Madison Square Garden Entertainment Corp.* (Entertainment)		151		4,800
Madrigal Pharmaceuticals, Inc.* (Biotechnology)		56		12,957
Magnite, Inc.* (Media)		512		4,782
Magnolia Oil & Gas Corp.—Class A (Oil, Gas & Consumable Fuels)		681		14,498
Maiden Holdings, Ltd.* (Insurance)		343		785
MainStreet Bancshares, Inc. (Banks)		27		670
Malibu Boats, Inc.*—Class A (Leisure Products)		78		4,276
Mammoth Energy Services, Inc.* (Energy Equipment & Services)		87		388
MannKind Corp.* (Biotechnology)		988		3,596
Marathon Digital Holdings, Inc.* (Software)		807		18,956
Marcus & Millichap, Inc. (Real Estate Management & Development)		90		3,931
Marine Products Corp. (Leisure Products)		31		353
MarineMax, Inc.* (Specialty Retail)		81		3,151
Marinus Pharmaceuticals, Inc.* (Pharmaceuticals)		191		2,076
MarketWise, Inc. (Capital Markets)		121		330
Marqeta, Inc.*—Class A (Financial Services)		1,819		12,697
Marten Transport, Ltd. (Ground Transportation)		221		4,637
Masonite International Corp.* (Building Products)		84		7,111
Masterbrand, Inc.* (Building Products)		492		7,306
MasterCraft Boat Holdings, Inc.* (Leisure Products)		65		1,472
Matador Resources Co. (Oil, Gas & Consumable Fuels)		429		24,392
Materion Corp. (Metals & Mining)		78		10,150
Mativ Holdings, Inc. (Chemicals)		207		3,169
Matson, Inc. (Marine Transportation)		131		14,357
Matterport, Inc.* (Software)		967		2,601
Matthews International Corp.—Class A (Commercial Services & Supplies)		112		4,105
Maui Land & Pineapple Co., Inc.* (Real Estate Management & Development)		29		461
MaxCyte, Inc.* (Life Sciences Tools & Services)		330		1,551
Maxeon Solar Technologies, Ltd.* (Semiconductors & Semiconductor Equipment)		110		789
Maximus, Inc. (Professional Services)		231		19,373
MaxLinear, Inc.* (Semiconductors & Semiconductor Equipment)		288		6,846
Mayville Engineering Co., Inc.* (Machinery)		43		620
MBIA, Inc. (Insurance)		172		1,053
McGrath RentCorp (Trading Companies & Distributors)		93		11,125
MediaAlpha, Inc.*—Class A (Interactive Media & Services)		85		948
Medifast, Inc. (Personal Care Products)		41		2,756
MeiraGTx Holdings PLC* (Biotechnology)		122		856
Mercantile Bank Corp. (Banks)		60		2,423
Merchants Bancorp (Financial Services)		61		2,597
Mercury General Corp. (Insurance)		101		3,768
MeridianLink, Inc.* (Software)		99		2,452
Merit Medical Systems, Inc.* (Health Care Equipment & Supplies)		216		16,407
Meritage Homes Corp. (Household Durables)		138		24,041
Merrimack Pharmaceuticals, Inc.* (Biotechnology)		40		536

See accompanying notes to financial statements.

152 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Mersana Therapeutics, Inc.* (Biotechnology)		419	$	972
Mesa Laboratories, Inc. (Life Sciences Tools & Services)		20		2,095
Methode Electronics, Inc. (Electronic Equipment, Instruments & Components)		129		2,932
Metrocity Bankshares, Inc. (Banks)		70		1,681
Metropolitan Bank Holding Corp.* (Banks)		39		2,160
MFA Financial, Inc. (Mortgage REITs)		387		4,361
MGE Energy, Inc. (Electric Utilities)		138		9,979
MGP Ingredients, Inc. (Beverages)		61		6,010
MicroStrategy, Inc.*^(a) (Software)		47		29,685
Microvast Holdings, Inc.* (Machinery)		814		1,140
MicroVision, Inc.*^(a) (Electronic Equipment, Instruments & Components)		714		1,899
Mid Penn Bancorp, Inc. (Banks)		54		1,311
Middlefield Banc Corp. (Banks)		30		971
Middlesex Water Co. (Water Utilities)		67		4,397
Midland States Bancorp, Inc. (Banks)		78		2,150
MidWestOne Financial Group, Inc. (Banks)		54		1,453
Miller Industries, Inc. (Machinery)		42		1,776
MillerKnoll, Inc. (Commercial Services & Supplies)		280		7,470
MiMedx Group, Inc.* (Biotechnology)		437		3,832
Minerals Technologies, Inc. (Chemicals)		123		8,771
Mineralys Therapeutics, Inc.* (Biotechnology)		73		628
Mirion Technologies, Inc.* (Electronic Equipment, Instruments & Components)		759		7,780
Mirum Pharmaceuticals, Inc.* (Biotechnology)		93		2,745
Mission Produce, Inc.* (Food Products)		183		1,846
Mistras Group, Inc.* (Professional Services)		78		571
Mitek Systems, Inc.* (Software)		165		2,152
Model N, Inc.* (Software)		144		3,878
Modine Manufacturing Co.* (Automobile Components)		195		11,642
ModivCare, Inc.* (Health Care Providers & Services)		49		2,156
Moelis & Co.—Class A (Capital Markets)		253		14,201
Monarch Casino & Resort, Inc. (Hotels, Restaurants & Leisure)		51		3,527
Mondee Holdings, Inc.* (Hotels, Restaurants & Leisure)		171		472
Monro, Inc. (Specialty Retail)		118		3,462
Montauk Renewables, Inc.* (Independent Power and Renewable Electricity Producers)		252		2,245
Monte Rosa Therapeutics, Inc.* (Biotechnology)		114		644
Montrose Environmental Group, Inc.* (Commercial Services & Supplies)		105		3,374
Moog, Inc.—Class A (Aerospace & Defense)		107		15,491
Morphic Holding, Inc.* (Biotechnology)		139		4,014
Movado Group, Inc. (Textiles, Apparel & Luxury Goods)		58		1,749
Mr. Cooper Group, Inc.* (Financial Services)		244		15,889
MRC Global, Inc.* (Trading Companies & Distributors)		318		3,501
Mueller Industries, Inc. (Machinery)		425		20,039
Mueller Water Products, Inc.—Class A (Machinery)		588		8,467
Multiplan Corp.* (Health Care Technology)		1,458		2,100
Mural Oncology PLC* (Biotechnology)		62		367
Murphy Oil Corp. (Oil, Gas & Consumable Fuels)		563		24,018
MVB Financial Corp. (Banks)		43		970
Myers Industries, Inc. (Containers & Packaging)		138		2,698
MYR Group, Inc.* (Construction & Engineering)		63		9,112
Myriad Genetics, Inc.* (Biotechnology)		306		5,857
N-able, Inc.* (Software)		265		3,511
Nabors Industries, Ltd.* (Energy Equipment & Services)		35		2,857
NACCO Industries, Inc.—Class A (Oil, Gas & Consumable Fuels)		16		584
NanoString Technologies, Inc.* (Life Sciences Tools & Services)		178		133
Nano-X Imaging, Ltd.* (Health Care Equipment & Supplies)		180		1,147
Napco Security Technologies, Inc. (Electronic Equipment, Instruments & Components)		126		4,316
Nathan’s Famous, Inc. (Hotels, Restaurants & Leisure)		11		858
National Bank Holdings Corp.—Class A (Banks)		140		5,207
National Bankshares, Inc. (Banks)		22		712
National Beverage Corp.* (Beverages)		89		4,425
National Health Investors, Inc. (Health Care REITs)		158		8,824
National HealthCare Corp. (Health Care Providers & Services)		48		4,436
National Presto Industries, Inc. (Aerospace & Defense)		20		1,606
National Research Corp. (Health Care Providers & Services)		55		2,176
National Vision Holdings, Inc.* (Specialty Retail)		294		6,153
National Western Life Group, Inc.—Class A (Insurance)		9		4,347
Natural Grocers by Vitamin Cottage, Inc. (Consumer Staples Distribution & Retail)		36		576
Nature’s Sunshine Products, Inc.* (Personal Care Products)		50		865
Nautilus Biotechnology, Inc.* (Life Sciences Tools & Services)		191		571
Navient Corp. (Consumer Finance)		326		6,070
Navitas Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		414		3,341
NBT Bancorp, Inc. (Banks)		174		7,292
Nelnet, Inc.—Class A (Consumer Finance)		49		4,323
Neogen Corp.* (Health Care Equipment & Supplies)		826		16,611
NeoGenomics, Inc.* (Health Care Providers & Services)		483		7,815
NerdWallet, Inc.*—Class A (Consumer Finance)		128		1,884
Nerdy, Inc.* (Diversified Consumer Services)		236		809
NETGEAR, Inc.* (Communications Equipment)		109		1,589
NetScout Systems, Inc.* (Communications Equipment)		263		5,773
NETSTREIT Corp. (Retail REITs)		262		4,677

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 153

Common Stocks, continued

	Shares		Value
Neumora Therapeutics, Inc.* (Pharmaceuticals)		57	$	972
Nevro Corp.* (Health Care Equipment & Supplies)		134		2,884
New Jersey Resources Corp. (Gas Utilities)		369		16,450
New York Mortgage Trust, Inc. (Mortgage REITs)		344		2,934
Newmark Group, Inc.—Class A (Real Estate Management & Development)		520		5,699
Newpark Resources, Inc.* (Energy Equipment & Services)		288		1,912
NewtekOne, Inc. (Financial Services)		88		1,214
NexPoint Diversified Real Estate Trust (Diversified REITs)		116		922
Nexpoint Real Estate Finance, Inc. (Mortgage REITs)		31		488
NexPoint Residential Trust, Inc. (Residential REITs)		85		2,927
NextDecade Corp.* (Oil, Gas & Consumable Fuels)		295		1,407
Nextdoor Holdings, Inc.* (Interactive Media & Services)		550		1,040
NextNav, Inc.* (Software)		209		930
NEXTracker, Inc.*—Class A (Electrical Equipment)		188		8,808
NGM Biopharmaceuticals, Inc.* (Pharmaceuticals)		164		141
NI Holdings, Inc.* (Insurance)		31		403
Nicolet Bankshares, Inc. (Banks)		49		3,944
Nikola Corp.* (Machinery)		2,356		2,061
NioCorp Developments, Ltd.* (Metals & Mining)		7		22
Nkarta, Inc.* (Biotechnology)		113		746
NL Industries, Inc. (Commercial Services & Supplies)		31		174
nLight, Inc.* (Electronic Equipment, Instruments & Components)		170		2,295
NMI Holdings, Inc.*—Class A (Financial Services)		307		9,112
Noble Corp. PLC (Energy Equipment & Services)		427		20,564
Noodles & Co.* (Hotels, Restaurants & Leisure)		151		476
Nordic American Tankers, Ltd. (Oil, Gas & Consumable Fuels)		777		3,263
Northeast Bank (Banks)		26		1,435
Northeast Community Bancorp, Inc. (Banks)		48		852
Northern Oil and Gas, Inc. (Oil, Gas & Consumable Fuels)		334		12,381
Northfield Bancorp, Inc. (Banks)		152		1,912
Northrim Bancorp, Inc. (Banks)		21		1,201
Northwest Bancshares, Inc. (Banks)		483		6,028
Northwest Natural Holding Co. (Gas Utilities)		136		5,296
Northwest Pipe Co.* (Construction & Engineering)		38		1,150
Northwestern Energy Group, Inc. (Multi-Utilities)		234		11,908
Norwood Financial Corp. (Banks)		28		921
Novagold Resources, Inc.* (Metals & Mining)		916		3,426
Novanta, Inc.* (Electronic Equipment, Instruments & Components)		136		22,903
Novavax, Inc.*^(a) (Biotechnology)		360		1,728
NOW, Inc.* (Trading Companies & Distributors)		403		4,562
Nu Skin Enterprises, Inc.—Class A (Personal Care Products)		189		3,670
Nurix Therapeutics, Inc.* (Biotechnology)		180		1,858
NuScale Power Corp.* (Electrical Equipment)		205		674
Nuvalent, Inc.*—Class A (Biotechnology)		100		7,359
Nuvation Bio, Inc.* (Pharmaceuticals)		551		832
Nuvectis Pharma, Inc.* (Biotechnology)		27		225
NV5 Global, Inc.* (Professional Services)		53		5,889
NVE Corp. (Semiconductors & Semiconductor Equipment)		18		1,412
Oak Valley Bancorp (Banks)		26		779
Ocean Biomedical, Inc.* (Biotechnology)		32		21
Oceaneering International, Inc.* (Energy Equipment & Services)		381		8,108
OceanFirst Financial Corp. (Banks)		221		3,837
Ocular Therapeutix, Inc.* (Pharmaceuticals)		302		1,347
Ocwen Financial Corp.* (Financial Services)		25		769
Office Properties Income Trust (Office REITs)		182		1,332
OFG Bancorp (Banks)		175		6,559
O-I Glass, Inc.* (Containers & Packaging)		589		9,648
Oil States International, Inc.* (Energy Equipment & Services)		239		1,623
Oil-Dri Corp. of America (Household Products)		19		1,275
Old National Bancorp (Banks)		1,111		18,765
Old Second Bancorp, Inc. (Banks)		165		2,548
Olema Pharmaceuticals, Inc.* (Biotechnology)		101		1,417
Olo, Inc.*—Class A (Software)		391		2,237
Olympic Steel, Inc. (Metals & Mining)		38		2,535
Omega Flex, Inc. (Machinery)		12		846
Omega Therapeutics, Inc.* (Biotechnology)		91		274
Omeros Corp.* (Pharmaceuticals)		230		752
OmniAb, Inc.* (Life Sciences Tools & Services)		353		2,178
Omnicell, Inc.* (Health Care Equipment & Supplies)		170		6,397
ON24, Inc. (Software)		117		922
ONE Gas, Inc. (Gas Utilities)		210		13,381
One Liberty Properties, Inc. (Diversified REITs)		62		1,358
OneSpan, Inc.* (Software)		152		1,629
OneSpaWorld Holdings, Ltd.* (Diversified Consumer Services)		316		4,456
OneWater Marine, Inc.* (Specialty Retail)		44		1,487
Onto Innovation, Inc.* (Semiconductors & Semiconductor Equipment)		186		28,439
Ooma, Inc.* (Diversified Telecommunication Services)		91		976
Open Lending Corp.* (Capital Markets)		377		3,208
Opendoor Technologies, Inc.* (Real Estate Management & Development)		2,105		9,430
OPENLANE, Inc.* (Commercial Services & Supplies)		409		6,057
OPKO Health, Inc.* (Health Care Providers & Services)		1,527		2,306
OppFi, Inc.* (Consumer Finance)		40		205
OptimizeRx Corp.* (Health Care Technology)		61		873
Optinose, Inc.* (Pharmaceuticals)		275		355
Option Care Health, Inc.* (Health Care Providers & Services)		636		21,427
Orange County Bancorp, Inc. (Banks)		19		1,145

See accompanying notes to financial statements.

154 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
OraSure Technologies, Inc.* (Health Care Equipment & Supplies)		273	$	2,239
Orchestra BioMed Holdings, Inc.* (Health Care Equipment & Supplies)		55		502
Orchid Island Capital, Inc. (Mortgage REITs)		199		1,678
Organogenesis Holdings, Inc.* (Biotechnology)		265		1,084
ORIC Pharmaceuticals, Inc.* (Biotechnology)		148		1,362
Origin Bancorp, Inc. (Banks)		110		3,913
Origin Materials, Inc.* (Chemicals)		442		370
Orion Office REIT, Inc. (Office REITs)		216		1,236
Orion SA (Chemicals)		210		5,823
Ormat Technologies, Inc. (Independent Power and Renewable Electricity Producers)		203		15,385
Orrstown Financial Services, Inc. (Banks)		39		1,151
Orthofix Medical, Inc.* (Health Care Equipment & Supplies)		133		1,793
OrthoPediatrics Corp.* (Health Care Equipment & Supplies)		61		1,983
Oscar Health, Inc.*—Class A (Insurance)		598		5,472
OSI Systems, Inc.* (Electronic Equipment, Instruments & Components)		61		7,872
Otter Tail Corp. (Electric Utilities)		157		13,340
Outbrain, Inc.* (Interactive Media & Services)		155		679
Outfront Media, Inc. (Specialized REITs)		559		7,804
Outlook Therapeutics, Inc.*^(a)(Biotechnology)		595		234
Outset Medical, Inc.* (Health Care Equipment & Supplies)		189		1,022
Overseas Shipholding Group, Inc.—Class A (Oil, Gas & Consumable Fuels)		233		1,228
Ovid Therapeutics, Inc.* (Biotechnology)		225		725
Owens & Minor, Inc.* (Health Care Providers & Services)		281		5,415
Oxford Industries, Inc. (Textiles, Apparel & Luxury Goods)		57		5,700
P10, Inc.—Class A (Capital Markets)		166		1,697
P3 Health Partners, Inc.* (Health Care Providers & Services)		154		217
Pacific Biosciences of California, Inc.* (Life Sciences Tools & Services)		954		9,359
Pacific Premier Bancorp, Inc. (Banks)		360		10,480
Pacira BioSciences, Inc.* (Pharmaceuticals)		173		5,837
Pactiv Evergreen, Inc. (Containers & Packaging)		152		2,084
PagerDuty, Inc.* (Software)		344		7,964
Pagseguro Digital, Ltd.*—Class A (Financial Services)		753		9,390
Palomar Holdings, Inc.* (Insurance)		92		5,106
PAM Transportation Services, Inc.* (Ground Transportation)		24		499
Pangaea Logistics Solutions, Ltd. (Marine Transportation)		137		1,129
Papa John's International, Inc. (Hotels, Restaurants & Leisure)		124		9,453
Par Pacific Holdings, Inc.* (Oil, Gas & Consumable Fuels)		210		7,638
PAR Technology Corp.* (Electronic Equipment, Instruments & Components)		101		4,398
Paragon 28, Inc.* (Health Care Equipment & Supplies)		166		2,063
Paramount Group, Inc. (Office REITs)		700		3,619
Park Aerospace Corp. (Aerospace & Defense)		70		1,029
Park National Corp. (Banks)		55		7,307
Parke Bancorp, Inc. (Banks)		40		810
Park-Ohio Holdings Corp. (Machinery)		33		890
Parsons Corp.* (Professional Services)		156		9,783
Pathward Financial, Inc. (Banks)		99		5,240
Patria Investments, Ltd.—Class A (Capital Markets)		206		3,195
Patrick Industries, Inc. (Automobile Components)		81		8,128
Patterson Cos., Inc. (Health Care Providers & Services)		326		9,275
Patterson-UTI Energy, Inc. (Energy Equipment & Services)		1,340		14,472
Payoneer Global, Inc.* (Financial Services)		1,004		5,231
Paysafe, Ltd.* (Financial Services)		123		1,573
Paysign, Inc.* (Financial Services)		123		344
PBF Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		423		18,595
PC Connection, Inc. (Electronic Equipment, Instruments & Components)		44		2,957
PCB Bancorp (Banks)		42		774
PDF Solutions, Inc.* (Semiconductors & Semiconductor Equipment)		116		3,728
PDS Biotechnology Corp.* (Biotechnology)		105		522
Peabody Energy Corp. (Oil, Gas & Consumable Fuels)		433		10,531
Peakstone Realty Trust (Office REITs)		137		2,730
Peapack-Gladstone Financial Corp. (Banks)		64		1,908
Pebblebrook Hotel Trust (Hotel & Resort REITs)		451		7,207
Pediatrix Medical Group, Inc.* (Health Care Providers & Services)		318		2,957
Penns Woods Bancorp, Inc. (Banks)		26		585
PennyMac Financial Services, Inc. (Financial Services)		96		8,484
PennyMac Mortgage Investment Trust (Mortgage REITs)		330		4,934
Peoples Bancorp, Inc. (Banks)		132		4,456
Peoples Financial Services Corp. (Banks)		26		1,266
PepGen, Inc.* (Biotechnology)		37		252
Perdoceo Education Corp. (Diversified Consumer Services)		247		4,337
Perella Weinberg Partners (Capital Markets)		159		1,945
Perficient, Inc.* (IT Services)		130		8,557
Performant Financial Corp.* (Commercial Services & Supplies)		254		794
Perimeter Solutions SA* (Chemicals)		577		2,654
Permian Resources Corp. (Oil, Gas & Consumable Fuels)		1,482		20,155
Perpetua Resources Corp.* (Metals & Mining)		142		450
PetIQ, Inc.* (Health Care Providers & Services)		103		2,034
PetMed Express, Inc. (Specialty Retail)		77		582
PGT Innovations, Inc.* (Building Products)		215		8,751
Phathom Pharmaceuticals, Inc.* (Pharmaceuticals)		121		1,105

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 155

Common Stocks, continued

	Shares		Value
Phibro Animal Health Corp.—Class A (Pharmaceuticals)		77	$	892
Phillips Edison & Co., Inc. (Retail REITs)		447		16,306
Photronics, Inc.* (Semiconductors & Semiconductor Equipment)		232		7,278
Phreesia, Inc.* (Health Care Technology)		201		4,653
Physicians Realty Trust (Health Care REITs)		902		12,006
Piedmont Lithium, Inc.* (Metals & Mining)		68		1,920
Piedmont Office Realty Trust, Inc.—Class A (Office REITs)		467		3,320
Pioneer Bancorp, Inc.* (Banks)		43		430
Piper Sandler Cos. (Capital Markets)		66		11,541
Pitney Bowes, Inc. (Commercial Services & Supplies)		665		2,926
PJT Partners, Inc.—Class A (Capital Markets)		90		9,168
Planet Labs PBC* (Professional Services)		663		1,638
PlayAGS, Inc.* (Hotels, Restaurants & Leisure)		139		1,172
Playstudios, Inc.* (Entertainment)		323		875
Plexus Corp.* (Electronic Equipment, Instruments & Components)		104		11,246
Pliant Therapeutics, Inc.* (Pharmaceuticals)		217		3,930
Plumas Bancorp (Banks)		21		868
Plymouth Industrial REIT, Inc. (Industrial REITs)		168		4,044
PMV Pharmaceuticals, Inc.* (Biotechnology)		145		450
PNM Resources, Inc. (Electric Utilities)		325		13,520
Ponce Financial Group, Inc.* (Banks)		73		712
Portillo's, Inc.*—Class A (Hotels, Restaurants & Leisure)		172		2,740
Portland General Electric Co. (Electric Utilities)		386		16,729
Poseida Therapeutics, Inc.* (Biotechnology)		256		860
Postal Realty Trust, Inc.—Class A (Office REITs)		77		1,121
Potbelly Corp.* (Hotels, Restaurants & Leisure)		99		1,032
PotlatchDeltic Corp. (Specialized REITs)		300		14,729
Powell Industries, Inc. (Electrical Equipment)		35		3,094
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		216		17,736
PowerSchool Holdings, Inc.* (Software)		213		5,018
PRA Group, Inc.* (Consumer Finance)		146		3,825
Precigen, Inc.* (Biotechnology)		511		685
Preferred Bank (Banks)		49		3,579
Preformed Line Products Co. (Electrical Equipment)		9		1,205
Prelude Therapeutics, Inc.* (Biotechnology)		56		239
Premier Financial Corp. (Banks)		134		3,229
Prestige Consumer Healthcare, Inc.* (Pharmaceuticals)		189		11,571
Presto Automation, Inc.* (Electronic Equipment, Instruments & Components)		13		7
PriceSmart, Inc. (Consumer Staples Distribution & Retail)		95		7,199
Prime Medicine, Inc.* (Biotechnology)		149		1,320
PrimeEnergy Resources Corp.* (Oil, Gas & Consumable Fuels)		3		319
Primis Financial Corp. (Banks)		76		962
Primo Water Corp. (Beverages)		593		8,925
Primoris Services Corp. (Construction & Engineering)		202		6,708
Princeton Bancorp, Inc. (Banks)		19		682
Priority Technology Holdings, Inc.* (Financial Services)		66		235
Privia Health Group, Inc.* (Health Care Providers & Services)		427		9,834
ProAssurance Corp. (Insurance)		198		2,730
PROCEPT BioRobotics Corp.* (Health Care Equipment & Supplies)		153		6,412
ProFrac Holding Corp.*—Class A (Energy Equipment & Services)		98		831
PROG Holdings, Inc.* (Consumer Finance)		168		5,193
Progress Software Corp. (Software)		165		8,960
Progyny, Inc.*^(a) (Health Care Providers & Services)		301		11,191
ProKidney Corp.* (Biotechnology)		170		303
ProPetro Holding Corp.* (Energy Equipment & Services)		365		3,059
PROS Holdings, Inc.* (Software)		170		6,594
Protagonist Therapeutics, Inc.* (Biotechnology)		217		4,976
Protalix BioTherapeutics, Inc.* (Biotechnology)		250		445
Prothena Corp. PLC* (Biotechnology)		160		5,814
Proto Labs, Inc.* (Machinery)		100		3,896
Provident Financial Services, Inc. (Banks)		278		5,012
PTC Therapeutics, Inc.* (Biotechnology)		273		7,524
PubMatic, Inc.*—Class A (Media)		162		2,642
Pulmonx Corp.* (Health Care Equipment & Supplies)		139		1,772
Pulse Biosciences, Inc.* (Health Care Equipment & Supplies)		61		747
Pure Cycle Corp.* (Water Utilities)		74		775
PureCycle Technologies, Inc.*^(a)(Chemicals)		439		1,778
Purple Innovation, Inc. (Household Durables)		207		213
Q2 Holdings, Inc.* (Software)		216		9,377
QCR Holdings, Inc. (Banks)		63		3,679
Quad/Graphics, Inc.* (Commercial Services & Supplies)		115		623
Quaker Chemical Corp. (Chemicals)		53		11,311
Qualys, Inc.* (Software)		141		27,674
Quanex Building Products Corp. (Building Products)		125		3,821
Quanterix Corp.* (Life Sciences Tools & Services)		133		3,636
Quantum-Si, Inc.* (Life Sciences Tools & Services)		385		774
QuinStreet, Inc.* (Interactive Media & Services)		200		2,564
Quipt Home Medical Corp.* (Health Care Providers & Services)		154		784
Qurate Retail, Inc.*—Class B (Broadline Retail)		4		26
Rackspace Technology, Inc.* (IT Services)		238		476
Radian Group, Inc. (Financial Services)		597		17,044

See accompanying notes to financial statements.

156 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Radiant Logistics, Inc.* (Air Freight & Logistics)		137	$	910
RadNet, Inc.* (Health Care Providers & Services)		229		7,962
Rain Oncology, Inc.* (Pharmaceuticals)		66		79
Rallybio Corp.* (Biotechnology)		115		275
Ramaco Resources, Inc.—Class A (Metals & Mining)		84		1,443
Ramaco Resources, Inc.—Class B (Metals & Mining)		17		226
Rambus, Inc.* (Semiconductors & Semiconductor Equipment)		413		28,187
Ranger Energy Services, Inc. (Energy Equipment & Services)		55		563
Ranpak Holdings Corp.* (Containers & Packaging)		163		949
Rapid7, Inc.* (Software)		230		13,133
RAPT Therapeutics, Inc.* (Biotechnology)		112		2,783
Rayonier Advanced Materials, Inc.* (Chemicals)		240		972
Rayzebio, Inc.* (Biotechnology)		77		4,787
RBB Bancorp (Banks)		64		1,219
RCI Hospitality Holdings, Inc. (Hotels, Restaurants & Leisure)		33		2,187
RE/MAX Holdings, Inc. (Real Estate Management & Development)		66		880
Ready Capital Corp. (Mortgage REITs)		607		6,222
Recursion Pharmaceuticals, Inc.*—Class A (Biotechnology)		516		5,088
Red River Bancshares, Inc. (Banks)		18		1,010
Red Robin Gourmet Burgers, Inc.* (Hotels, Restaurants & Leisure)		60		748
Red Rock Resorts, Inc.—Class A (Hotels, Restaurants & Leisure)		181		9,652
Red Violet, Inc.* (Software)		42		839
Redfin Corp.* (Real Estate Management & Development)		414		4,272
Redwire Corp.* (Aerospace & Defense)		29		83
Redwood Trust, Inc. (Mortgage REITs)		431		3,194
REGENXBIO, Inc.* (Biotechnology)		156		2,800
Regional Management Corp. (Consumer Finance)		31		777
Relay Therapeutics, Inc.* (Biotechnology)		341		3,754
Remitly Global, Inc.* (Financial Services)		505		9,807
Renasant Corp. (Banks)		210		7,073
Reneo Pharmaceuticals, Inc.* (Biotechnology)		48		77
Rent the Runway, Inc.*—Class A (Specialty Retail)		189		100
Repay Holdings Corp.* (Financial Services)		313		2,673
Replimune Group, Inc.* (Biotechnology)		187		1,576
Republic Bancorp, Inc.—Class A (Banks)		32		1,765
Reservoir Media, Inc.* (Entertainment)		75		535
Resideo Technologies, Inc.* (Building Products)		555		10,445
Resources Connection, Inc. (Professional Services)		123		1,743
Retail Opportunity Investments Corp. (Retail REITs)		467		6,552
REV Group, Inc. (Machinery)		120		2,180
Revance Therapeutics, Inc.* (Pharmaceuticals)		331		2,909
REVOLUTION Medicines, Inc.* (Biotechnology)		545		15,631
Revolve Group, Inc.* (Specialty Retail)		156		2,586
REX American Resources Corp.* (Oil, Gas & Consumable Fuels)		59		2,791
RGC Resources, Inc. (Gas Utilities)		31		631
Rhythm Pharmaceuticals, Inc.* (Biotechnology)		195		8,964
Ribbon Communications, Inc.* (Communications Equipment)		336		974
Richardson Electronics, Ltd. (Electronic Equipment, Instruments & Components)		46		614
Rigel Pharmaceuticals, Inc.* (Biotechnology)		648		940
Riley Exploration Permian, Inc. (Oil, Gas & Consumable Fuels)		34		926
Rimini Street, Inc.* (Software)		197		644
Ring Energy, Inc.* (Oil, Gas & Consumable Fuels)		453		661
Riot Platforms, Inc.* (Software)		721		11,154
RLJ Lodging Trust (Hotel & Resort REITs)		587		6,880
Rocket Lab USA, Inc.* (Aerospace & Defense)		1,056		5,840
Rocket Pharmaceuticals, Inc.* (Biotechnology)		237		7,103
Rocky Brands, Inc. (Textiles, Apparel & Luxury Goods)		27		815
Rogers Corp.* (Electronic Equipment, Instruments & Components)		66		8,717
Rover Group, Inc.* (Diversified Consumer Services)		346		3,764
RPC, Inc. (Energy Equipment & Services)		321		2,337
Rush Enterprises, Inc.—Class A (Trading Companies & Distributors)		235		11,821
Rush Enterprises, Inc.—Class B (Trading Companies & Distributors)		35		1,854
Rush Street Interactive, Inc.* (Hotels, Restaurants & Leisure)		244		1,096
RXO, Inc.* (Ground Transportation)		440		10,233
RxSight, Inc.* (Health Care Equipment & Supplies)		107		4,314
Ryerson Holding Corp. (Metals & Mining)		106		3,676
Ryman Hospitality Properties, Inc. (Hotel & Resort REITs)		222		24,432
S&T Bancorp, Inc. (Banks)		145		4,846
Sabra Health Care REIT, Inc. (Health Care REITs)		877		12,515
Sabre Corp.* (Hotels, Restaurants & Leisure)		1,255		5,522
Safe Bulkers, Inc. (Marine Transportation)		250		983
Safehold, Inc. (Specialized REITs)		185		4,329
Safety Insurance Group, Inc. (Insurance)		55		4,179
Sage Therapeutics, Inc.* (Biotechnology)		201		4,356
Sagimet Biosciences, Inc.*—Class A (Biotechnology)		20		108
Sally Beauty Holdings, Inc.* (Specialty Retail)		407		5,405
Sana Biotechnology, Inc.* (Biotechnology)		363		1,481
Sanara Medtech, Inc.* (Health Care Equipment & Supplies)		15		617

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 157

Common Stocks, continued

	Shares		Value
SandRidge Energy, Inc. (Oil, Gas & Consumable Fuels)		121	$	1,654
Sandy Spring Bancorp, Inc. (Banks)		166		4,522
Sangamo Therapeutics, Inc.* (Biotechnology)		563		306
Sanmina Corp.* (Electronic Equipment, Instruments & Components)		215		11,045
Sapiens International Corp. N.V. (Software)		116		3,357
Saul Centers, Inc. (Retail REITs)		44		1,728
Savara, Inc.* (Biotechnology)		342		1,607
Savers Value Village, Inc.*^(a) (Broadline Retail)		98		1,703
ScanSource, Inc.* (Electronic Equipment, Instruments & Components)		93		3,684
Schnitzer Steel Industries, Inc. (Metals & Mining)		98		2,956
Scholar Rock Holding Corp.* (Biotechnology)		211		3,967
Scholastic Corp. (Media)		101		3,808
Schrodinger, Inc.* (Health Care Technology)		207		7,410
Scilex Holding Co.* (Pharmaceuticals)		198		404
Scorpio Tankers, Inc. (Oil, Gas & Consumable Fuels)		181		11,005
scPharmaceuticals, Inc.* (Pharmaceuticals)		108		677
Seacoast Banking Corp. of Florida (Banks)		319		9,079
SEACOR Marine Holdings, Inc.* (Energy Equipment & Services)		91		1,146
Seadrill, Ltd.* (Energy Equipment & Services)		192		9,078
SeaWorld Entertainment, Inc.* (Hotels, Restaurants & Leisure)		138		7,291
Security National Financial Corp.*—Class A (Financial Services)		47		423
Seer, Inc.* (Life Sciences Tools & Services)		222		431
Select Medical Holdings Corp. (Health Care Providers & Services)		394		9,259
Select Water Solutions, Inc. (Energy Equipment & Services)		302		2,292
Selective Insurance Group, Inc. (Insurance)		229		22,782
Selectquote, Inc.* (Insurance)		516		707
Semler Scientific, Inc.* (Health Care Equipment & Supplies)		18		797
SEMrush Holdings, Inc.*—Class A (Software)		119		1,626
Semtech Corp.* (Semiconductors & Semiconductor Equipment)		242		5,302
Seneca Foods Corp.*—Class A (Food Products)		20		1,049
Sensient Technologies Corp. (Chemicals)		160		10,560
Seres Therapeutics, Inc.* (Biotechnology)		368		515
Service Properties Trust (Hotel & Resort REITs)		624		5,329
ServisFirst Bancshares, Inc. (Banks)		193		12,860
SES AI Corp.* (Electrical Equipment)		472		864
SFL Corp., Ltd. (Oil, Gas & Consumable Fuels)		436		4,918
Shake Shack, Inc.*—Class A (Hotels, Restaurants & Leisure)		143		10,598
Sharecare, Inc.* (Health Care Technology)		1,167		1,260
Shenandoah Telecommunications Co. (Diversified Telecommunication Services)		184		3,978
Shoals Technologies Group, Inc.*—Class A (Electrical Equipment)		650		10,101
Shoe Carnival, Inc. (Specialty Retail)		69		2,084
Shore Bancshares, Inc. (Banks)		113		1,610
Shutterstock, Inc. (Interactive Media & Services)		93		4,490
SI-BONE, Inc.* (Health Care Equipment & Supplies)		151		3,169
Sierra Bancorp (Banks)		51		1,150
SIGA Technologies, Inc. (Pharmaceuticals)		174		974
Sight Sciences, Inc.* (Health Care Equipment & Supplies)		80		413
Signet Jewelers, Ltd. (Specialty Retail)		169		18,127
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		120		15,872
Silk Road Medical, Inc.* (Health Care Equipment & Supplies)		146		1,791
SilverBow Resources, Inc.* (Oil, Gas & Consumable Fuels)		79		2,297
Silvercrest Asset Management Group, Inc.—Class A (Capital Markets)		36		612
Simmons First National Corp.—Class A (Banks)		471		9,345
Simpson Manufacturing Co., Inc. (Building Products)		163		32,272
Simulations Plus, Inc. (Health Care Technology)		60		2,685
Sinclair, Inc. (Media)		124		1,616
SiriusPoint, Ltd.* (Insurance)		265		3,074
SITE Centers Corp. (Retail REITs)		722		9,841
SiTime Corp.* (Semiconductors & Semiconductor Equipment)		66		8,057
Sitio Royalties Corp.—Class A (Oil, Gas & Consumable Fuels)		312		7,335
Six Flags Entertainment Corp.* (Hotels, Restaurants & Leisure)		274		6,872
SJW Group (Water Utilities)		121		7,907
Skillsoft Corp.* (Professional Services)		17		299
Skyline Champion Corp.* (Household Durables)		203		15,075
Skyward Specialty Insurance Group, Inc.* (Insurance)		90		3,049
SkyWater Technology, Inc.*^(a)(Semiconductors & Semiconductor Equipment)		69		664
SkyWest, Inc.* (Passenger Airlines)		154		8,038
SKYX Platforms Corp.* (Electrical Equipment)		236		378
SL Green Realty Corp.^(a) (Office REITs)		245		11,066
Sleep Number Corp.* (Specialty Retail)		81		1,201
SM Energy Co. (Oil, Gas & Consumable Fuels)		448		17,347
SMART Global Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		183		3,464
SmartFinancial, Inc. (Banks)		60		1,469
SmartRent, Inc.* (Electronic Equipment, Instruments & Components)		698		2,227
Smith & Wesson Brands, Inc. (Leisure Products)		173		2,346
Snap One Holdings Corp.* (Household Durables)		69		615
Solaris Oilfield Infrastructure, Inc.—Class A (Energy Equipment & Services)		111		884
SolarWinds Corp.* (Software)		193		2,411
Solid Power, Inc.* (Automobile Components)		586		850
Solo Brands, Inc.*—Class A (Leisure Products)		75		462

See accompanying notes to financial statements.

158 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
SomaLogic, Inc.* (Life Sciences Tools & Services)		571	$	1,445
Sonic Automotive, Inc.—Class A (Specialty Retail)		56		3,148
Sonos, Inc.* (Household Durables)		482		8,261
SoundHound AI, Inc.*—Class A (Software)		522		1,107
SoundThinking, Inc.* (Software)		36		919
South Plains Financial, Inc. (Banks)		45		1,303
Southern First Bancshares, Inc.* (Banks)		29		1,076
Southern Missouri Bancorp, Inc. (Banks)		36		1,922
Southern States Bancshares, Inc. (Banks)		29		849
Southland Holdings, Inc.* (Construction & Engineering)		14		72
Southside Bancshares, Inc. (Banks)		109		3,414
SouthState Corp. (Banks)		289		24,406
Southwest Gas Holdings, Inc. (Gas Utilities)		234		14,824
Sovos Brands, Inc.* (Food Products)		210		4,626
SP Plus Corp.* (Commercial Services & Supplies)		75		3,844
SpartanNash Co. (Consumer Staples Distribution & Retail)		131		3,006
Sphere Entertainment Co.* (Entertainment)		101		3,430
Spire, Inc. (Gas Utilities)		196		12,219
Spirit Airlines, Inc. (Passenger Airlines)		416		6,818
Spok Holdings, Inc. (Wireless Telecommunication Services)		67		1,037
Sportsman's Warehouse Holdings, Inc.* (Specialty Retail)		141		601
SpringWorks Therapeutics, Inc.* (Biotechnology)		254		9,271
Sprinklr, Inc.*—Class A (Software)		400		4,816
Sprout Social, Inc.*—Class A (Software)		181		11,121
Sprouts Farmers Market, Inc.* (Consumer Staples Distribution & Retail)		387		18,619
SPS Commerce, Inc.* (Software)		139		26,944
SPX Technologies, Inc.* (Machinery)		167		16,869
Squarespace, Inc.*—Class A (IT Services)		192		6,338
STAAR Surgical Co.* (Health Care Equipment & Supplies)		184		5,743
Stagwell, Inc.* (Media)		303		2,009
Standard Motor Products, Inc. (Automobile Components)		78		3,105
Standex International Corp. (Machinery)		45		7,127
Star Holdings* (Diversified REITs)		49		734
Steelcase, Inc.—Class A (Commercial Services & Supplies)		352		4,759
Stellar Bancorp, Inc. (Banks)		185		5,150
Stem, Inc.*^(a) (Electrical Equipment)		539		2,091
Stepan Co. (Chemicals)		80		7,564
StepStone Group, Inc.—Class A (Capital Markets)		205		6,525
Sterling Bancorp, Inc.* (Banks)		81		467
Sterling Check Corp.* (Professional Services)		119		1,656
Sterling Infrastructure, Inc.* (Construction & Engineering)		113		9,936
Steven Madden, Ltd. (Textiles, Apparel & Luxury Goods)		285		11,970
Stewart Information Services Corp. (Insurance)		101		5,934
Stitch Fix, Inc.*—Class A (Specialty Retail)		323		1,153
Stock Yards Bancorp, Inc. (Banks)		103		5,303
Stoke Therapeutics, Inc.* (Biotechnology)		103		542
StoneCo, Ltd.*—Class A (Financial Services)		1,104		19,905
Stoneridge, Inc.* (Automobile Components)		100		1,957
StoneX Group, Inc.* (Capital Markets)		101		7,457
Strategic Education, Inc. (Diversified Consumer Services)		85		7,851
Stratus Properties, Inc.* (Real Estate Management & Development)		21		606
Stride, Inc.* (Diversified Consumer Services)		161		9,559
Sturm Ruger & Co., Inc. (Leisure Products)		67		3,045
Summit Financial Group, Inc. (Banks)		43		1,320
Summit Hotel Properties, Inc. (Hotel & Resort REITs)		397		2,668
Summit Materials, Inc.*—Class A (Construction Materials)		453		17,422
Summit Therapeutics, Inc.* (Biotechnology)		438		1,143
Sun Country Airlines Holdings, Inc.* (Passenger Airlines)		143		2,249
SunCoke Energy, Inc. (Metals & Mining)		317		3,405
Sunnova Energy International, Inc.* (Independent Power and Renewable Electricity Producers)		403		6,146
SunOpta, Inc.* (Food Products)		355		1,942
SunPower Corp.*^(a) (Electrical Equipment)		330		1,594
Sunstone Hotel Investors, Inc. (Hotel & Resort REITs)		790		8,477
Super Group SGHC, Ltd.* (Hotels, Restaurants & Leisure)		516		1,636
Super Micro Computer, Inc.* (Technology Hardware, Storage & Peripherals)		176		50,029
Supernus Pharmaceuticals, Inc.* (Pharmaceuticals)		186		5,383
Surgery Partners, Inc.* (Health Care Providers & Services)		288		9,213
Surmodics, Inc.* (Health Care Equipment & Supplies)		53		1,927
Sutro Biopharma, Inc.* (Biotechnology)		227		974
Sweetgreen, Inc.*—Class A (Hotels, Restaurants & Leisure)		366		4,136
SWK Holdings Corp.* (Financial Services)		14		245
Sylvamo Corp. (Paper & Forest Products)		136		6,679
Synaptics, Inc.* (Semiconductors & Semiconductor Equipment)		150		17,112
Syndax Pharmaceuticals, Inc.* (Biotechnology)		253		5,467
System1, Inc.* (Interactive Media & Services)		123		273
Tactile Systems Technology, Inc.* (Health Care Equipment & Supplies)		88		1,258
Talos Energy, Inc.* (Oil, Gas & Consumable Fuels)		412		5,863
Tanger, Inc. (Retail REITs)		388		10,755
Tango Therapeutics, Inc.* (Biotechnology)		168		1,663
Target Hospitality Corp.* (Hotels, Restaurants & Leisure)		118		1,148
Taro Pharmaceutical Industries, Ltd.* (Pharmaceuticals)		31		1,295

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 159

Common Stocks, continued

	Shares		Value
Tarsus Pharmaceuticals, Inc.* (Pharmaceuticals)		108	$	2,187
Taylor Morrison Home Corp.* (Household Durables)		392		20,913
TechTarget, Inc.* (Media)		96		3,347
Teekay Corp.* (Oil, Gas & Consumable Fuels)		234		1,673
Teekay Tankers, Ltd.—Class A (Oil, Gas & Consumable Fuels)		90		4,497
TEGNA, Inc. (Media)		766		11,719
Tejon Ranch Co.* (Real Estate Management & Development)		79		1,359
Tela Bio, Inc.* (Health Care Equipment & Supplies)		61		404
Telephone and Data Systems, Inc. (Wireless Telecommunication Services)		376		6,899
Tellurian, Inc.* (Oil, Gas & Consumable Fuels)		2,095		1,583
Tenable Holdings, Inc.* (Software)		433		19,944
Tenaya Therapeutics, Inc.* (Biotechnology)		175		567
Tennant Co. (Machinery)		71		6,581
Terawulf, Inc.* (Software)		560		1,344
Terex Corp. (Machinery)		252		14,480
Terns Pharmaceuticals, Inc.* (Pharmaceuticals)		161		1,045
Terran Orbital Corp.* (Aerospace & Defense)		374		426
Terreno Realty Corp. (Industrial REITs)		314		19,678
TETRA Technologies, Inc.* (Energy Equipment & Services)		474		2,142
Texas Capital Bancshares, Inc.* (Banks)		182		11,763
Textainer Group Holdings, Ltd. (Trading Companies & Distributors)		153		7,528
TG Therapeutics, Inc.* (Biotechnology)		526		8,984
The Andersons, Inc. (Consumer Staples Distribution & Retail)		122		7,020
The Bancorp, Inc.* (Banks)		198		7,635
The Bank of NT Butterfield & Son, Ltd. (Banks)		184		5,890
The Beauty Health Co.* (Personal Care Products)		309		961
The Brink's Co. (Commercial Services & Supplies)		175		15,392
The Buckle, Inc. (Specialty Retail)		116		5,512
The Cato Corp.—Class A (Specialty Retail)		65		464
The Cheesecake Factory, Inc. (Hotels, Restaurants & Leisure)		184		6,442
The Chefs' Warehouse, Inc.* (Consumer Staples Distribution & Retail)		133		3,914
The Children's Place, Inc.* (Specialty Retail)		45		1,045
The Duckhorn Portfolio, Inc.* (Beverages)		165		1,625
The E.W. Scripps Co.*—Class A (Media)		225		1,798
The Ensign Group, Inc. (Health Care Providers & Services)		207		23,226
The First Bancorp, Inc. (Banks)		37		1,044
The First Bancshares, Inc. (Banks)		116		3,402
The First of Long Island Corp. (Banks)		80		1,059
The GEO Group, Inc.* (Commercial Services & Supplies)		457		4,949
The Goodyear Tire & Rubber Co.* (Automobile Components)		1,068		15,293
The Gorman-Rupp Co. (Machinery)		86		3,056
The Greenbrier Cos., Inc. (Machinery)		115		5,081
The Hackett Group, Inc. (IT Services)		94		2,140
The Hain Celestial Group, Inc.* (Food Products)		338		3,701
The Joint Corp.* (Health Care Providers & Services)		53		509
The Lovesac Co.* (Household Durables)		54		1,380
The Macerich Co. (Retail REITs)		820		12,653
The Manitowoc Co., Inc.* (Machinery)		132		2,203
The Marcus Corp. (Entertainment)		91		1,327
The ODP Corp.* (Specialty Retail)		123		6,925
The ONE Group Hospitality, Inc.* (Hotels, Restaurants & Leisure)		82		502
The Pennant Group, Inc.* (Health Care Providers & Services)		108		1,503
The RMR Group, Inc.—Class A (Real Estate Management & Development)		59		1,666
The Shyft Group, Inc. (Machinery)		128		1,564
The Simply Good Foods Co.* (Food Products)		344		13,623
The St Joe Co. (Real Estate Management & Development)		130		7,823
The Vita Coco Co., Inc.* (Beverages)		108		2,770
The York Water Co. (Water Utilities)		54		2,085
Theravance Biopharma, Inc.* (Pharmaceuticals)		194		2,181
Thermon Group Holdings, Inc.* (Electrical Equipment)		127		4,136
Theseus Pharmaceuticals, Inc.* (Pharmaceuticals)		76		308
Third Coast Bancshares, Inc.* (Banks)		49		974
Third Harmonic Bio, Inc.* (Pharmaceuticals)		73		801
Thoughtworks Holding, Inc.* (IT Services)		350		1,684
ThredUp, Inc.*—Class A (Specialty Retail)		271		610
Thryv Holdings, Inc.* (Media)		117		2,381
Tidewater, Inc.* (Energy Equipment & Services)		176		12,691
Tile Shop Holdings, Inc.* (Specialty Retail)		109		802
Tilly's, Inc.*—Class A (Specialty Retail)		84		633
Timberland Bancorp, Inc. (Banks)		28		881
TimkenSteel Corp.* (Metals & Mining)		165		3,869
Tingo Group, Inc.*⁺ (Wireless Telecommunication Services)		468		323
Tiptree, Inc. (Insurance)		91		1,725
Titan International, Inc.* (Machinery)		199		2,961
Titan Machinery, Inc.* (Trading Companies & Distributors)		78		2,253
Tompkins Financial Corp. (Banks)		53		3,192
Topgolf Callaway Brands Corp.* (Leisure Products)		545		7,816
Torrid Holdings, Inc.* (Specialty Retail)		45		260
Towne Bank (Banks)		266		7,916
Townsquare Media, Inc.—Class A (Media)		44		465
TPG RE Finance Trust, Inc. (Mortgage REITs)		261		1,697
TPI Composites, Inc.* (Electrical Equipment)		156		646
Traeger, Inc.* (Household Durables)		133		363
Transcat, Inc.* (Trading Companies & Distributors)		31		3,389
Transcontinental Realty Investors, Inc.* (Real Estate Management & Development)		5		173

See accompanying notes to financial statements.

160 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
TransMedics Group, Inc.* (Health Care Equipment & Supplies)		120	$	9,472
Transphorm, Inc.* (Semiconductors & Semiconductor Equipment)		110		402
Travere Therapeutics, Inc.* (Biotechnology)		276		2,481
Treace Medical Concepts, Inc.* (Health Care Equipment & Supplies)		171		2,180
Tredegar Corp. (Metals & Mining)		100		541
TreeHouse Foods, Inc.* (Food Products)		196		8,124
Trevi Therapeutics, Inc.* (Pharmaceuticals)		159		213
Tri Pointe Homes, Inc.* (Household Durables)		365		12,921
TriCo Bancshares (Banks)		118		5,070
TriMas Corp. (Containers & Packaging)		157		3,977
TriNet Group, Inc.* (Professional Services)		121		14,391
Trinity Industries, Inc. (Machinery)		308		8,190
Trinseo PLC (Chemicals)		133		1,113
Triumph Financial, Inc.* (Banks)		84		6,735
Triumph Group, Inc.* (Aerospace & Defense)		244		4,046
Tronox Holdings PLC (Chemicals)		444		6,287
TrueBlue, Inc.* (Professional Services)		115		1,764
TrueCar, Inc.* (Interactive Media & Services)		339		1,173
Trupanion, Inc.*^(a) (Insurance)		150		4,577
TrustCo Bank Corp. (Banks)		71		2,205
Trustmark Corp. (Banks)		231		6,440
TTEC Holdings, Inc. (Professional Services)		74		1,604
TTM Technologies, Inc.* (Electronic Equipment, Instruments & Components)		392		6,198
Tucows, Inc.*—Class A (IT Services)		38		1,026
Turning Point Brands, Inc. (Tobacco)		65		1,711
Turnstone Biologics Corp.* (Biotechnology)		24		61
Turtle Beach Corp.* (Technology Hardware, Storage & Peripherals)		61		668
TuSimple Holdings, Inc.*—Class A (Ground Transportation)		633		556
Tutor Perini Corp.* (Construction & Engineering)		160		1,456
Twist Bioscience Corp.* (Biotechnology)		216		7,962
Two Harbors Investment Corp. (Mortgage REITs)		368		5,126
Tyra Biosciences, Inc.* (Biotechnology)		53		734
U.S. Physical Therapy, Inc. (Health Care Providers & Services)		57		5,309
U.S. Silica Holdings, Inc.* (Energy Equipment & Services)		286		3,235
Udemy, Inc.* (Diversified Consumer Services)		333		4,905
UFP Industries, Inc. (Building Products)		228		28,625
UFP Technologies, Inc.* (Health Care Equipment & Supplies)		27		4,645
Ultra Clean Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		169		5,770
UMB Financial Corp. (Banks)		168		14,036
UMH Properties, Inc. (Residential REITs)		226		3,462
UniFirst Corp. (Commercial Services & Supplies)		57		10,426
Unisys Corp.* (IT Services)		251		1,411
United Bankshares, Inc. (Banks)		496		18,625
United Community Banks, Inc. (Banks)		438		12,816
United Fire Group, Inc. (Insurance)		79		1,589
United Homes Group, Inc.* (Household Durables)		20		169
United Natural Foods, Inc.* (Consumer Staples Distribution & Retail)		222		3,603
United States Lime & Minerals, Inc. (Construction Materials)		8		1,843
Uniti Group, Inc. (Specialized REITs)		902		5,214
Unitil Corp. (Multi-Utilities)		61		3,207
Unity Bancorp, Inc. (Banks)		27		799
Universal Corp. (Tobacco)		91		6,126
Universal Health Realty Income Trust (Health Care REITs)		49		2,119
Universal Insurance Holdings, Inc. (Insurance)		92		1,470
Universal Logistics Holdings, Inc. (Ground Transportation)		26		729
Universal Technical Institute, Inc.* (Diversified Consumer Services)		124		1,552
Univest Financial Corp. (Banks)		110		2,423
Upbound Group, Inc. (Specialty Retail)		209		7,100
Upstart Holdings, Inc.*^(a) (Consumer Finance)		277		11,318
Upwork, Inc.* (Professional Services)		474		7,048
Uranium Energy Corp.* (Oil, Gas & Consumable Fuels)		1,429		9,146
Urban Edge Properties (Retail REITs)		435		7,961
Urban One, Inc.* (Media)		42		148
Urban One, Inc.* (Media)		34		137
Urban Outfitters, Inc.* (Specialty Retail)		242		8,637
UroGen Pharma, Ltd.* (Biotechnology)		103		1,545
USANA Health Sciences, Inc.* (Personal Care Products)		43		2,305
USCB Financial Holdings, Inc.* (Banks)		39		478
Utah Medical Products, Inc. (Health Care Equipment & Supplies)		13		1,095
Utz Brands, Inc. (Food Products)		273		4,434
V2X, Inc.* (Aerospace & Defense)		44		2,043
VAALCO Energy, Inc. (Oil, Gas & Consumable Fuels)		407		1,827
Valaris, Ltd.* (Energy Equipment & Services)		230		15,771
Valhi, Inc. (Chemicals)		9		137
Valley National Bancorp (Banks)		1,637		17,778
Value Line, Inc. (Capital Markets)		3		146
Vanda Pharmaceuticals, Inc.* (Biotechnology)		213		899
Varex Imaging Corp.* (Health Care Equipment & Supplies)		147		3,014
Varonis Systems, Inc.* (Software)		412		18,655
Vaxcyte, Inc.* (Biotechnology)		356		22,356
Vaxxinity, Inc.*—Class A (Biotechnology)		161		137
Vector Group, Ltd. (Tobacco)		551		6,215
Veeco Instruments, Inc.* (Semiconductors & Semiconductor Equipment)		193		5,989
Velo3D, Inc.* (Machinery)		344		137
Velocity Financial, Inc.* (Financial Services)		33		568
Ventyx Biosciences, Inc.* (Pharmaceuticals)		176		435
Vera Bradley, Inc.* (Textiles, Apparel & Luxury Goods)		99		762
Vera Therapeutics, Inc.* (Biotechnology)		128		1,969

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 161

Common Stocks, continued

	Shares		Value
Veracyte, Inc.* (Biotechnology)		276	$	7,593
Veradigm, Inc.* (Health Care Technology)		409		4,290
Verde Clean Fuels, Inc.* (Oil, Gas & Consumable Fuels)		1		2
Vericel Corp.* (Biotechnology)		181		6,445
Verint Systems, Inc.* (Software)		236		6,379
Veris Residential, Inc. (Residential REITs)		300		4,719
Veritex Holdings, Inc. (Banks)		199		4,631
Veritone, Inc.* (Software)		99		179
Verra Mobility Corp.* (Professional Services)		530		12,206
Verrica Pharmaceuticals, Inc.* (Pharmaceuticals)		79		578
Vertex Energy, Inc.* (Oil, Gas & Consumable Fuels)		246		834
Verve Therapeutics, Inc.* (Biotechnology)		198		2,760
Viad Corp.* (Commercial Services & Supplies)		78		2,824
Viant Technology, Inc.*—Class A (Software)		55		379
Viavi Solutions, Inc.* (Communications Equipment)		838		8,439
Vicarious Surgical, Inc.* (Health Care Equipment & Supplies)		379		139
Vicor Corp.* (Electrical Equipment)		84		3,775
Victory Capital Holdings, Inc.—Class A (Capital Markets)		101		3,478
Viemed Healthcare, Inc.* (Health Care Providers & Services)		128		1,005
Vigil Neuroscience, Inc.* (Biotechnology)		60		203
Viking Therapeutics, Inc.* (Biotechnology)		365		6,793
Village Super Market, Inc.—Class A (Consumer Staples Distribution & Retail)		34		892
Vimeo, Inc.* (Interactive Media & Services)		576		2,258
Vir Biotechnology, Inc.* (Biotechnology)		317		3,189
Virgin Galactic Holdings, Inc.* (Aerospace & Defense)		1,243		3,045
Virginia National Bankshares Corp. (Banks)		18		619
Viridian Therapeutics, Inc.* (Biotechnology)		162		3,528
Virtus Investment Partners, Inc. (Capital Markets)		26		6,286
Vishay Intertechnology, Inc. (Electronic Equipment, Instruments & Components)		489		11,721
Vishay Precision Group, Inc.* (Electronic Equipment, Instruments & Components)		47		1,601
Vista Outdoor, Inc.* (Leisure Products)		219		6,476
Visteon Corp.* (Automobile Components)		104		12,990
Vital Energy, Inc.* (Oil, Gas & Consumable Fuels)		88		4,003
Vital Farms, Inc.* (Food Products)		115		1,804
Vitesse Energy, Inc. (Oil, Gas & Consumable Fuels)		95		2,080
Vivid Seats, Inc.*—Class A (Entertainment)		91		575
Vizio Holding Corp.*—Class A (Household Durables)		290		2,233
Vor BioPharma, Inc.* (Biotechnology)		142		320
VOXX International Corp.* (Household Durables)		44		470
Voyager Therapeutics, Inc.* (Biotechnology)		120		1,013
VSE Corp. (Commercial Services & Supplies)		50		3,231
Vuzix Corp.* (Electronic Equipment, Instruments & Components)		223		465
W&T Offshore, Inc. (Oil, Gas & Consumable Fuels)		372		1,213
Wabash National Corp. (Machinery)		175		4,484
Waldencast PLC*—Class A (Personal Care Products)		137		1,499
Walker & Dunlop, Inc. (Financial Services)		120		13,321
Warby Parker, Inc.*—Class A (Specialty Retail)		321		4,526
Warrior Met Coal, Inc. (Metals & Mining)		196		11,950
Washington Federal, Inc. (Banks)		244		8,042
Washington Trust Bancorp, Inc. (Banks)		65		2,105
Waterstone Financial, Inc. (Financial Services)		66		937
Watts Water Technologies, Inc.—Class A (Machinery)		103		21,459
WaVe Life Sciences, Ltd.* (Pharmaceuticals)		223		1,126
WD-40 Co. (Household Products)		52		12,431
Weatherford International PLC* (Energy Equipment & Services)		270		26,414
Weave Communications, Inc.* (Software)		126		1,445
Weis Markets, Inc. (Consumer Staples Distribution & Retail)		63		4,029
Werner Enterprises, Inc. (Ground Transportation)		240		10,169
WesBanco, Inc. (Banks)		219		6,870
West Bancorp, Inc. (Banks)		62		1,314
Westamerica Bancorp (Banks)		98		5,528
Westrock Coffee Co.* (Food Products)		107		1,092
Weyco Group, Inc. (Distributors)		23		721
Whitestone REIT (Retail REITs)		185		2,274
WideOpenWest, Inc.* (Media)		189		765
Willdan Group, Inc.* (Professional Services)		46		989
Willis Lease Finance Corp.* (Trading Companies & Distributors)		11		538
Winmark Corp. (Specialty Retail)		11		4,593
Winnebago Industries, Inc. (Automobiles)		110		8,017
WisdomTree, Inc. (Capital Markets)		523		3,624
Wolverine World Wide, Inc. (Textiles, Apparel & Luxury Goods)		294		2,614
Workhorse Group, Inc.* (Automobiles)		782		282
Workiva, Inc.* (Software)		189		19,189
World Acceptance Corp.* (Consumer Finance)		16		2,088
World Kinect Corp. (Oil, Gas & Consumable Fuels)		227		5,171
Worthington Industries, Inc. (Household Durables)		117		6,733
Worthington Steel, Inc.* (Metals & Mining)		117		3,288
WSFS Financial Corp. (Banks)		233		10,702
WW International, Inc.* (Diversified Consumer Services)		206		1,803
X4 Pharmaceuticals, Inc.* (Biotechnology)		467		392
Xencor, Inc.* (Biotechnology)		220		4,671
Xenia Hotels & Resorts, Inc. (Hotel & Resort REITs)		407		5,543
Xeris Biopharma Holdings, Inc.* (Pharmaceuticals)		503		1,182
Xerox Holdings Corp. (Technology Hardware, Storage & Peripherals)		443		8,120

See accompanying notes to financial statements.

162 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
XOMA Corp.* (Biotechnology)		28	$	518
Xometry, Inc.*—Class A (Trading Companies & Distributors)		129		4,632
XPEL, Inc.* (Automobile Components)		85		4,577
Xperi, Inc.* (Software)		165		1,818
Xponential Fitness, Inc.*—Class A (Hotels, Restaurants & Leisure)		95		1,225
Yelp, Inc.* (Interactive Media & Services)		252		11,931
Yext, Inc.* (Software)		404		2,380
Y-mAbs Therapeutics, Inc.* (Biotechnology)		138		941
Zentalis Pharmaceuticals, Inc.* (Biotechnology)		220		3,333
Zeta Global Holdings Corp.*—Class A (Software)		526		4,639
Zevia PBC*—Class A (Beverages)		95		191
Zevra Therapeutics, Inc.* (Pharmaceuticals)		137		897
Ziff Davis, Inc.* (Interactive Media & Services)		176		11,826
Zimvie, Inc.* (Health Care Equipment & Supplies)		98		1,740
ZipRecruiter, Inc.* (Interactive Media & Services)		256		3,558
Zumiez, Inc.* (Specialty Retail)		61		1,241
Zuora, Inc.*—Class A (Software)		504		4,738
Zura Bio, Ltd.* (Biotechnology)		64		299
Zurn Elkay Water Solutions Corp. (Building Products)		561		16,499
Zymeworks, Inc.* (Biotechnology)		205		2,130
Zynex, Inc.*^(a) (Health Care Equipment & Supplies)		69		751
TOTAL COMMON STOCKS (Cost $7,836,664)				9,611,254

Rights^(NM)

Cartesian Therapeutics, Inc., CVR*⁺ (Pharmaceuticals)	445	80
Chinook Therapeutics CVR*⁺ (Health Care Providers & Services)	222	—
TOTAL RIGHTS (Cost $—)		80

Trust (0.0%)

	Interest Units		Value
Ferroglobe Representation and Warranty Insurance*⁺ (Metals & Mining)		250	$	—
TOTAL TRUST (Cost $—)				—

Warrant^(NM)

	Shares		Value
Cassava Sciences, Inc.*⁺ expiring 11/15/24 (Pharmaceuticals)		60	$	46
TOTAL WARRANT (Cost $—)				46

Repurchase Agreements^(b)(c) (37.0%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $5,618,230	$	5,615,000	$	5,615,000
TOTAL REPURCHASE AGREEMENTS (Cost $5,615,000)				5,615,000

Collateral for Securities Loaned^(d) (1.3%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(e)		193,047	$	193,047
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $193,047)				193,047
TOTAL INVESTMENT SECURITIES (Cost $13,644,711)—101.7%				15,419,427
Net other assets (liabilities)—(1.7)%				(261,683	)
NET ASSETS—100.0%			$	15,157,744

*	Non-income producing security.
⁺	These securities were fair valued based on procedures approved by the Board of Trustees. As of December 31, 2023, these securities represented less than 0.005% of the net assets of the Fund.
^(a)	All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $179,746.
^(b)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2023, the aggregate amount held in a segregated account was $687,000.
^(c)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
^(d)	Securities were purchased with cash collateral held from securities on loan at December 31, 2023.
^(e)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.
^NM	Not meaningful, amount is less than 0.05%
^CVR	Contingent Value Rights
^REIT	Real Estate Investment Trust

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap :: 163

Futures Contracts Purchased

		Number of Contracts			Expiration Date		Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
E-Mini Russell 2000 Index Futures Contracts		4			3/18/24		$	409,540			$	33,603

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Russell 2000 Index	Goldman Sachs International	1/29/24		5.73	%	$	2,754,788	$	(53,669	)
Russell 2000 Index	UBS AG	1/29/24		5.33	%		2,318,968		(44,148	)
						$	5,073,756	$	(97,817	)

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

164 :: ProFund VP Small-Cap :: Schedule of Portfolio Investments :: December 31, 2023

ProFund VP Small-Cap invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Aerospace & Defense	$	83,603		0.6	%
Air Freight & Logistics		21,717		0.1	%
Automobile Components		127,164		0.8	%
Automobiles		10,499		0.1	%
Banks		913,958		5.9	%
Beverages		40,657		0.3	%
Biotechnology		722,033		4.8	%
Broadline Retail		8,318		0.1	%
Building Products		194,904		1.3	%
Capital Markets		134,685		0.9	%
Chemicals		181,779		1.1	%
Commercial Services & Supplies		149,892		1.0	%
Communications Equipment		56,424		0.4	%
Construction & Engineering		161,932		1.1	%
Construction Materials		33,494		0.2	%
Consumer Finance		75,490		0.5	%
Consumer Staples Distribution & Retail		54,334		0.4	%
Containers & Packaging		26,710		0.2	%
Distributors		721		^NM
Diversified Consumer Services		119,256		0.8	%
Diversified REITs		59,368		0.4	%
Diversified Telecommunication Services		51,668		0.3	%
Electric Utilities		69,133		0.4	%
Electrical Equipment		131,077		0.9	%
Electronic Equipment, Instruments & Components		261,057		1.7	%
Energy Equipment & Services		231,928		1.5	%
Entertainment		35,629		0.2	%
Financial Services		231,805		1.5	%
Food Products		93,197		0.6	%
Gas Utilities		87,268		0.5	%
Ground Transportation		44,363		0.3	%
Health Care Equipment & Supplies		269,893		1.8	%
Health Care Providers & Services		240,388		1.6	%
Health Care REITs		57,619		0.4	%
Health Care Technology		45,219		0.3	%
Hotel & Resort REITs		84,176		0.6	%
Hotels, Restaurants & Leisure		210,092		1.4	%
Household Durables		229,520		1.5	%
Household Products		30,707		0.2	%
Independent Power and Renewable Electricity Producers		25,429		0.2	%
Industrial Conglomerates		2,281		^NM
Industrial REITs		45,311		0.3	%
Insurance		169,776		1.1	%
Interactive Media & Services		68,746		0.5	%
IT Services		50,253		0.3	%
Leisure Products		39,411		0.3	%
Life Sciences Tools & Services		35,187		0.2	%
Machinery		338,153		2.1	%
Marine Transportation		28,159		0.2	%
Media		60,010		0.4	%
Metals & Mining		177,377		1.2	%
Mortgage REITs		114,075		0.8	%
Multi-Utilities		39,327		0.3	%
Office REITs		72,334		0.5	%
Oil, Gas & Consumable Fuels		430,013		2.9	%
Paper & Forest Products		9,242		0.1	%
Passenger Airlines		40,487		0.3	%
Personal Care Products		92,144		0.6	%
Pharmaceuticals		168,054		1.1	%
Professional Services		241,096		1.6	%
Real Estate Management & Development		75,924		0.5	%
Residential REITs		37,833		0.2	%
Retail REITs		113,660		0.7	%
Semiconductors & Semiconductor Equipment		298,734		2.0	%
Software		566,665		3.7	%
Specialized REITs		44,698		0.3	%
Specialty Retail		257,077		1.7	%
Technology Hardware, Storage & Peripherals		71,075		0.5	%
Textiles, Apparel & Luxury Goods		52,263		0.3	%
Tobacco		14,865		0.1	%
Trading Companies & Distributors		196,937		1.3	%
Water Utilities		42,305		0.3	%
Wireless Telecommunication Services		10,802		0.1	%
Other**		5,546,364		36.6	%
Total	$	15,157,744		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

^NM	Not meaningful, amount is less than 0.05%

^REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap Growth :: 165

Common Stocks (99.9%)

	Shares		Value
A10 Networks, Inc. (Software)		914	$	12,037
AAON, Inc. (Building Products)		1,880		138,875
AAR Corp.* (Aerospace & Defense)		673		41,995
Abercrombie & Fitch Co.* (Specialty Retail)		1,404		123,861
ACI Worldwide, Inc.* (Software)		1,909		58,415
Addus HomeCare Corp.* (Health Care Providers & Services)		190		17,642
Adeia, Inc. (Software)		1,195		14,806
Adtalem Global Education, Inc.* (Diversified Consumer Services)		1,110		65,435
Advanced Energy Industries, Inc. (Electronic Equipment, Instruments & Components)		645		70,253
AeroVironment, Inc.* (Aerospace & Defense)		733		92,387
Agilysys, Inc.* (Software)		566		48,008
Alamo Group, Inc. (Machinery)		288		60,535
Alarm.com Holdings, Inc.* (Software)		1,394		90,080
Albany International Corp. (Machinery)		418		41,056
Alkermes PLC* (Biotechnology)		2,978		82,610
Alpha Metallurgical Resources, Inc. (Metals & Mining)		329		111,505
Ambac Financial Group, Inc.* (Insurance)		1,261		20,781
American Eagle Outfitters, Inc. (Specialty Retail)		5,176		109,524
American Equity Investment Life Holding Co.* (Insurance)		1,149		64,114
American States Water Co. (Water Utilities)		546		43,910
American Woodmark Corp.* (Building Products)		256		23,770
AMERISAFE, Inc. (Insurance)		230		10,759
AMN Healthcare Services, Inc.* (Health Care Providers & Services)		569		42,607
Amphastar Pharmaceuticals, Inc.* (Pharmaceuticals)		1,042		64,449
ANI Pharmaceuticals, Inc.* (Pharmaceuticals)		420		23,159
Apogee Enterprises, Inc. (Building Products)		277		14,795
Apollo Commercial Real Estate Finance, Inc. (Mortgage REITs)		2,249		26,403
Apollo Medical Holdings, Inc.* (Health Care Providers & Services)		1,159		44,390
Apple Hospitality REIT, Inc. (Hotel & Resort REITs)		5,933		98,547
Applied Industrial Technologies, Inc. (Trading Companies & Distributors)		1,081		186,678
ArcBest Corp. (Ground Transportation)		660		79,339
Archrock, Inc. (Energy Equipment & Services)		3,829		58,967
Arcosa, Inc. (Construction & Engineering)		802		66,277
Arcus Biosciences, Inc.* (Biotechnology)		616		11,766
Arlo Technologies, Inc.* (Electronic Equipment, Instruments & Components)		2,639		25,123
Armada Hoffler Properties, Inc. (Diversified REITs)		809		10,007
ARMOUR Residential REIT, Inc. (Mortgage REITs)		942		18,207
Armstrong World Industries, Inc. (Building Products)		1,232		121,130
Artisan Partners Asset Management, Inc.—Class A (Capital Markets)		1,069		47,228
Artivion, Inc.* (Health Care Equipment & Supplies)		587		10,496
Asbury Automotive Group, Inc.* (Specialty Retail)		282		63,442
Assured Guaranty, Ltd. (Insurance)		909		68,020
ATI, Inc.* (Metals & Mining)		3,558		161,781
Axcelis Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		913		118,407
Axos Financial, Inc.* (Banks)		901		49,195
AZZ, Inc. (Building Products)		699		40,605
Badger Meter, Inc. (Electronic Equipment, Instruments & Components)		818		126,275
Balchem Corp. (Chemicals)		504		74,970
BancFirst Corp. (Banks)		251		24,430
Bank of Hawaii Corp.^(a) (Banks)		444		32,172
Berkshire Hills Bancorp, Inc. (Banks)		585		14,526
BioLife Solutions, Inc.* (Life Sciences Tools & Services)		582		9,458
Bloomin' Brands, Inc. (Hotels, Restaurants & Leisure)		1,186		33,386
Boise Cascade Co. (Trading Companies & Distributors)		1,105		142,943
Boot Barn Holdings, Inc.* (Specialty Retail)		844		64,785
Brady Corp.—Class A (Commercial Services & Supplies)		812		47,656
Brightsphere Investment Group, Inc. (Capital Markets)		542		10,385
Brinker International, Inc.* (Hotels, Restaurants & Leisure)		518		22,367
California Resources Corp. (Oil, Gas & Consumable Fuels)		1,798		98,315
California Water Service Group (Water Utilities)		644		33,404
Callon Petroleum Co.* (Oil, Gas & Consumable Fuels)		1,549		50,188
Cal-Maine Foods, Inc. (Food Products)		1,134		65,080
CareTrust REIT, Inc. (Health Care REITs)		2,092		46,818
Cargurus, Inc.* (Interactive Media & Services)		2,389		57,718
Carpenter Technology Corp. (Metals & Mining)		1,375		97,350
Cars.com, Inc.* (Interactive Media & Services)		1,718		32,590
Catalyst Pharmaceuticals, Inc.* (Biotechnology)		2,795		46,984
Cathay General Bancorp (Banks)		952		42,431
Cavco Industries, Inc.* (Household Durables)		216		74,870
Century Communities, Inc. (Household Durables)		402		36,638
Certara, Inc.* (Health Care Technology)		1,734		30,501
CEVA, Inc.* (Semiconductors & Semiconductor Equipment)		283		6,427
Chesapeake Utilities Corp. (Gas Utilities)		271		28,626
Chico's FAS, Inc.* (Specialty Retail)		1,928		14,614
Chuy's Holdings, Inc.* (Hotels, Restaurants & Leisure)		276		10,551
Cinemark Holdings, Inc.* (Entertainment)		2,958		41,678
City Holding Co. (Banks)		248		27,344

See accompanying notes to financial statements.

166 :: ProFund VP Small-Cap Growth :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Cogent Communications Holdings, Inc. (Diversified Telecommunication Services)		1,207	$	91,805
Cohu, Inc.* (Semiconductors & Semiconductor Equipment)		543		19,217
Collegium Pharmaceutical, Inc.* (Pharmaceuticals)		909		27,979
Community Healthcare Trust, Inc. (Health Care REITs)		283		7,539
Comstock Resources, Inc. (Oil, Gas & Consumable Fuels)		1,307		11,567
CONMED Corp. (Health Care Equipment & Supplies)		858		93,960
CONSOL Energy, Inc. (Oil, Gas & Consumable Fuels)		778		78,212
Corcept Therapeutics, Inc.* (Pharmaceuticals)		1,636		53,137
Core Laboratories, Inc. (Energy Equipment & Services)		573		10,119
CorVel Corp.* (Health Care Providers & Services)		252		62,297
CSG Systems International, Inc. (Professional Services)		388		20,645
CTS Corp. (Electronic Equipment, Instruments & Components)		486		21,258
Customers Bancorp, Inc.* (Banks)		788		45,405
CVR Energy, Inc. (Oil, Gas & Consumable Fuels)		447		13,544
Cytokinetics, Inc.* (Biotechnology)		1,225		102,274
Dave & Buster's Entertainment, Inc.* (Hotels, Restaurants & Leisure)		958		51,588
DiamondRock Hospitality Co. (Hotel & Resort REITs)		5,845		54,885
Dine Brands Global, Inc. (Hotels, Restaurants & Leisure)		187		9,285
Diodes, Inc.* (Semiconductors & Semiconductor Equipment)		781		62,886
Donnelley Financial Solutions, Inc.* (Capital Markets)		689		42,973
Dorian LPG, Ltd. (Oil, Gas & Consumable Fuels)		951		41,720
Dorman Products, Inc.* (Automobile Components)		545		45,458
DoubleVerify Holdings, Inc.* (Software)		3,887		142,964
Dynavax Technologies Corp.* (Biotechnology)		3,604		50,384
elf Beauty, Inc.* (Personal Care Products)		1,540		222,283
Ellington Financial, Inc. (Mortgage REITs)		2,189		27,822
Encore Wire Corp. (Electrical Equipment)		440		93,984
Energizer Holdings, Inc. (Household Products)		853		27,023
Enerpac Tool Group Corp. (Machinery)		1,015		31,556
Enpro, Inc. (Machinery)		262		41,066
Envestnet, Inc.* (Software)		582		28,821
ePlus, Inc.* (Electronic Equipment, Instruments & Components)		458		36,567
ESCO Technologies, Inc. (Machinery)		719		84,145
Essential Properties Realty Trust, Inc. (Diversified REITs)		2,262		57,817
Ethan Allen Interiors, Inc. (Household Durables)		261		8,331
EVERTEC, Inc. (Financial Services)		1,836		75,166
eXp World Holdings, Inc. (Real Estate Management & Development)		2,146		33,306
Extreme Networks, Inc.* (Communications Equipment)		2,169		38,261
Fabrinet* (Electronic Equipment, Instruments & Components)		1,013		192,804
Federal Signal Corp. (Machinery)		1,699		130,381
First Bancorp (Banks)		4,811		79,140
First Commonwealth Financial Corp. (Banks)		1,310		20,226
FormFactor, Inc.* (Semiconductors & Semiconductor Equipment)		2,171		90,552
Four Corners Property Trust, Inc. (Specialized REITs)		1,111		28,109
Franklin Electric Co., Inc. (Machinery)		1,106		106,895
Frontdoor, Inc.* (Diversified Consumer Services)		2,220		78,187
Gentherm, Inc.* (Automobile Components)		421		22,044
Getty Realty Corp. (Retail REITs)		575		16,802
Gibraltar Industries, Inc.* (Building Products)		849		67,054
Glaukos Corp.* (Health Care Equipment & Supplies)		1,358		107,946
GMS, Inc.* (Trading Companies & Distributors)		1,131		93,228
Gogo, Inc.* (Wireless Telecommunication Services)		811		8,215
Golden Entertainment, Inc. (Hotels, Restaurants & Leisure)		365		14,574
Goosehead Insurance, Inc.*—Class A (Insurance)		681		51,620
Granite Construction, Inc. (Construction & Engineering)		625		31,788
Green Brick Partners, Inc.* (Household Durables)		708		36,774
Griffon Corp. (Building Products)		776		47,297
Group 1 Automotive, Inc. (Specialty Retail)		386		117,630
Guess?, Inc. (Specialty Retail)		762		17,572
H.B. Fuller Co. (Chemicals)		739		60,162
Harmonic, Inc.* (Communications Equipment)		1,690		22,038
Harmony Biosciences Holdings, Inc.* (Pharmaceuticals)		394		12,726
Hawkins, Inc. (Chemicals)		528		37,182
Haynes International, Inc. (Metals & Mining)		199		11,353
HCI Group, Inc. (Insurance)		168		14,683
HealthStream, Inc. (Health Care Technology)		353		9,542
Heartland Express, Inc. (Ground Transportation)		703		10,025
Helix Energy Solutions Group, Inc.* (Energy Equipment & Services)		3,951		40,616
Helmerich & Payne, Inc. (Energy Equipment & Services)		1,497		54,221
HNI Corp. (Commercial Services & Supplies)		779		32,586
Innospec, Inc. (Chemicals)		437		53,856
Innovative Industrial Properties, Inc. (Industrial REITs)		430		43,353
Innoviva, Inc.* (Pharmaceuticals)		786		12,607
Insight Enterprises, Inc.* (Electronic Equipment, Instruments & Components)		502		88,949
Installed Building Products, Inc. (Household Durables)		657		120,113

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap Growth :: 167

Common Stocks, continued

	Shares		Value
Insteel Industries, Inc. (Building Products)		342	$	13,095
Integer Holdings Corp.* (Health Care Equipment & Supplies)		930		92,144
Inter Parfums, Inc. (Personal Care Products)		500		72,005
InterDigital, Inc. (Software)		717		77,823
iRobot Corp.* (Household Durables)		264		10,217
Ironwood Pharmaceuticals, Inc.* (Biotechnology)		2,184		24,985
Itron, Inc.* (Electronic Equipment, Instruments & Components)		622		46,967
J & J Snack Foods Corp. (Food Products)		430		71,870
Jack in the Box, Inc. (Hotels, Restaurants & Leisure)		561		45,794
John B Sanfilippo & Son, Inc. (Food Products)		132		13,601
John Bean Technologies Corp. (Machinery)		533		53,007
Knowles Corp.* (Electronic Equipment, Instruments & Components)		1,031		18,465
Kontoor Brands, Inc. (Textiles, Apparel & Luxury Goods)		1,394		87,013
Koppers Holdings, Inc. (Chemicals)		308		15,776
Korn Ferry (Professional Services)		853		50,626
Kulicke & Soffa Industries, Inc. (Semiconductors & Semiconductor Equipment)		991		54,228
Lakeland Financial Corp. (Banks)		333		21,698
La-Z-Boy, Inc. (Household Durables)		648		23,924
LCI Industries (Automobile Components)		445		55,941
LeMaitre Vascular, Inc. (Health Care Equipment & Supplies)		552		31,332
LGI Homes, Inc.* (Household Durables)		343		45,674
Liberty Energy, Inc. (Energy Equipment & Services)		4,280		77,639
Lindsay Corp. (Machinery)		150		19,374
Liquidity Services, Inc.* (Commercial Services & Supplies)		625		10,756
LiveRamp Holdings, Inc.* (Software)		1,827		69,207
LTC Properties, Inc. (Health Care REITs)		497		15,964
M/I Homes, Inc.* (Household Durables)		776		106,886
Madison Square Garden Sports Corp.* (Entertainment)		465		84,551
Marcus & Millichap, Inc. (Real Estate Management & Development)		272		11,881
Marten Transport, Ltd. (Ground Transportation)		757		15,882
Materion Corp. (Metals & Mining)		575		74,825
Matson, Inc. (Marine Transportation)		974		106,750
Matthews International Corp.—Class A (Commercial Services & Supplies)		544		19,938
MaxLinear, Inc.* (Semiconductors & Semiconductor Equipment)		1,283		30,497
Merit Medical Systems, Inc.* (Health Care Equipment & Supplies)		950		72,162
Meritage Homes Corp. (Household Durables)		1,025		178,555
MGP Ingredients, Inc. (Beverages)		252		24,827
Middlesex Water Co. (Water Utilities)		228		14,961
Minerals Technologies, Inc. (Chemicals)		454		32,375
Mister Car Wash, Inc.* (Diversified Consumer Services)		1,168		10,092
Moelis & Co.—Class A (Capital Markets)		1,004		56,356
Monarch Casino & Resort, Inc. (Hotels, Restaurants & Leisure)		372		25,724
Moog, Inc.—Class A (Aerospace & Defense)		801		115,970
Mueller Industries, Inc. (Machinery)		3,165		149,231
Myers Industries, Inc. (Containers & Packaging)		503		9,834
MYR Group, Inc.* (Construction & Engineering)		466		67,397
Myriad Genetics, Inc.* (Biotechnology)		1,211		23,179
N-able, Inc.* (Software)		1,241		16,443
National Beverage Corp.* (Beverages)		358		17,800
National HealthCare Corp. (Health Care Providers & Services)		177		16,358
National Presto Industries, Inc. (Aerospace & Defense)		65		5,218
NeoGenomics, Inc.* (Health Care Providers & Services)		3,555		57,520
New York Mortgage Trust, Inc. (Mortgage REITs)		2,529		21,572
NMI Holdings, Inc.*—Class A (Financial Services)		1,469		43,600
Northern Oil and Gas, Inc. (Oil, Gas & Consumable Fuels)		2,549		94,491
Oceaneering International, Inc.* (Energy Equipment & Services)		2,811		59,818
OFG Bancorp (Banks)		1,312		49,174
Oil States International, Inc.* (Energy Equipment & Services)		874		5,934
Olympic Steel, Inc. (Metals & Mining)		134		8,938
OraSure Technologies, Inc.* (Health Care Equipment & Supplies)		2,049		16,802
OSI Systems, Inc.* (Electronic Equipment, Instruments & Components)		436		56,266
Otter Tail Corp. (Electric Utilities)		1,163		98,820
Outfront Media, Inc. (Specialized REITs)		1,701		23,746
Oxford Industries, Inc. (Textiles, Apparel & Luxury Goods)		410		41,000
Palomar Holdings, Inc.* (Insurance)		689		38,240
Papa John's International, Inc. (Hotels, Restaurants & Leisure)		429		32,703
Par Pacific Holdings, Inc.* (Oil, Gas & Consumable Fuels)		1,552		56,446
Park National Corp. (Banks)		163		21,656
Pathward Financial, Inc. (Banks)		730		38,639
Patrick Industries, Inc. (Automobile Components)		580		58,203
Patterson-UTI Energy, Inc. (Energy Equipment & Services)		4,927		53,212
Payoneer Global, Inc.* (Financial Services)		3,319		17,292
PDF Solutions, Inc.* (Semiconductors & Semiconductor Equipment)		854		27,448
Perdoceo Education Corp. (Diversified Consumer Services)		1,025		17,999
Perficient, Inc.* (IT Services)		591		38,900
PGT Innovations, Inc.* (Building Products)		1,591		64,754
Phillips Edison & Co., Inc. (Retail REITs)		1,700		62,016
Photronics, Inc.* (Semiconductors & Semiconductor Equipment)		1,220		38,271
Piper Sandler Cos. (Capital Markets)		206		36,023
PJT Partners, Inc.—Class A (Capital Markets)		354		36,062

See accompanying notes to financial statements.

168 :: ProFund VP Small-Cap Growth :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Plexus Corp.* (Electronic Equipment, Instruments & Components)		337	$	36,440
Powell Industries, Inc. (Electrical Equipment)		254		22,454
Preferred Bank (Banks)		348		25,421
Prestige Consumer Healthcare, Inc.* (Pharmaceuticals)		664		40,650
Privia Health Group, Inc.* (Health Care Providers & Services)		2,863		65,934
PROG Holdings, Inc.* (Consumer Finance)		1,247		38,545
Progress Software Corp. (Software)		1,215		65,975
Proto Labs, Inc.* (Machinery)		467		18,194
Quaker Chemical Corp. (Chemicals)		201		42,897
Quanex Building Products Corp. (Building Products)		635		19,412
Radian Group, Inc. (Financial Services)		2,348		67,035
RadNet, Inc.* (Health Care Providers & Services)		1,684		58,553
Redwood Trust, Inc. (Mortgage REITs)		3,309		24,520
REGENXBIO, Inc.* (Biotechnology)		485		8,706
REX American Resources Corp.* (Oil, Gas & Consumable Fuels)		424		20,055
Rogers Corp.* (Electronic Equipment, Instruments & Components)		313		41,338
RPC, Inc. (Energy Equipment & Services)		2,377		17,305
Rush Enterprises, Inc.—Class A (Trading Companies & Distributors)		763		38,379
RXO, Inc.* (Ground Transportation)		1,501		34,913
S&T Bancorp, Inc. (Banks)		565		18,882
Sabre Corp.* (Hotels, Restaurants & Leisure)		5,609		24,680
Saul Centers, Inc. (Retail REITs)		177		6,951
Schrodinger, Inc.* (Health Care Technology)		854		30,572
Sealed Air Corp. (Containers & Packaging)		1,611		58,833
Semtech Corp.* (Semiconductors & Semiconductor Equipment)		805		17,638
Sensient Technologies Corp. (Chemicals)		507		33,462
ServisFirst Bancshares, Inc. (Banks)		629		41,910
Shake Shack, Inc.*—Class A (Hotels, Restaurants & Leisure)		1,047		77,604
Shenandoah Telecommunications Co. (Diversified Telecommunication Services)		1,402		30,311
Shutterstock, Inc. (Interactive Media & Services)		340		16,415
Signet Jewelers, Ltd. (Specialty Retail)		1,251		134,183
Simulations Plus, Inc. (Health Care Technology)		262		11,725
SiriusPoint, Ltd.* (Insurance)		2,523		29,267
SITE Centers Corp. (Retail REITs)		2,359		32,153
SiTime Corp.* (Semiconductors & Semiconductor Equipment)		280		34,182
Six Flags Entertainment Corp.* (Hotels, Restaurants & Leisure)		2,003		50,235
SJW Group (Water Utilities)		348		22,742
SkyWest, Inc.* (Passenger Airlines)		617		32,207
SM Energy Co. (Oil, Gas & Consumable Fuels)		3,243		125,570
SMART Global Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		593		11,225
SolarEdge Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		618		57,845
Southside Bancshares, Inc. (Banks)		312		9,772
SPS Commerce, Inc.* (Software)		1,023		198,299
SPX Technologies, Inc.* (Machinery)		1,273		128,586
STAAR Surgical Co.* (Health Care Equipment & Supplies)		832		25,967
Standex International Corp. (Machinery)		332		52,582
Steven Madden, Ltd. (Textiles, Apparel & Luxury Goods)		1,956		82,152
Strategic Education, Inc. (Diversified Consumer Services)		251		23,185
Stride, Inc.* (Diversified Consumer Services)		1,108		65,782
Summit Hotel Properties, Inc. (Hotel & Resort REITs)		1,531		10,288
Sun Country Airlines Holdings, Inc.* (Passenger Airlines)		490		7,708
Sunstone Hotel Investors, Inc. (Hotel & Resort REITs)		5,729		61,472
Supernus Pharmaceuticals, Inc.* (Pharmaceuticals)		610		17,653
Tandem Diabetes Care, Inc.* (Health Care Equipment & Supplies)		835		24,699
Tanger, Inc. (Retail REITs)		2,938		81,440
TechTarget, Inc.* (Media)		418		14,571
Telephone and Data Systems, Inc. (Wireless Telecommunication Services)		1,375		25,232
Tennant Co. (Machinery)		521		48,291
The Andersons, Inc. (Consumer Staples Distribution & Retail)		469		26,986
The Bancorp, Inc.* (Banks)		1,496		57,686
The Buckle, Inc. (Specialty Retail)		515		24,473
The Cheesecake Factory, Inc. (Hotels, Restaurants & Leisure)		599		20,971
The Ensign Group, Inc. (Health Care Providers & Services)		1,575		176,730
The Marcus Corp. (Entertainment)		363		5,293
The Simply Good Foods Co.* (Food Products)		1,593		63,083
The St Joe Co. (Real Estate Management & Development)		993		59,759
TimkenSteel Corp.* (Metals & Mining)		611		14,328
Tootsie Roll Industries, Inc. (Food Products)		294		9,773
Tri Pointe Homes, Inc.* (Household Durables)		1,651		58,445
Trinity Industries, Inc. (Machinery)		1,141		30,339
TripAdvisor, Inc.* (Interactive Media & Services)		3,015		64,913
Triumph Financial, Inc.* (Banks)		604		48,429
Trupanion, Inc.*^(a) (Insurance)		478		14,584
Two Harbors Investment Corp. (Mortgage REITs)		2,682		37,361
U.S. Physical Therapy, Inc. (Health Care Providers & Services)		230		21,422
UFP Technologies, Inc.* (Health Care Equipment & Supplies)		196		33,720
UniFirst Corp. (Commercial Services & Supplies)		173		31,643
Uniti Group, Inc. (Specialized REITs)		3,462		20,010
Unitil Corp. (Multi-Utilities)		202		10,619
Universal Health Realty Income Trust (Health Care REITs)		171		7,396
Upbound Group, Inc. (Specialty Retail)		695		23,609

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap Growth :: 169

Common Stocks, continued

	Shares		Value
Urban Edge Properties (Retail REITs)		1,936	$	35,429
Urban Outfitters, Inc.* (Specialty Retail)		1,577		56,283
Vector Group, Ltd. (Tobacco)		1,664		18,770
Veeco Instruments, Inc.* (Semiconductors & Semiconductor Equipment)		1,571		48,748
Vericel Corp.* (Biotechnology)		1,331		47,397
Veris Residential, Inc. (Residential REITs)		895		14,078
Verra Mobility Corp.* (Professional Services)		4,637		106,790
Vestis Corp. (Commercial Services & Supplies)		1,932		40,842
Viad Corp.* (Commercial Services & Supplies)		583		21,105
Vicor Corp.* (Electrical Equipment)		333		14,965
Virtus Investment Partners, Inc. (Capital Markets)		119		28,769
Vital Energy, Inc.* (Oil, Gas & Consumable Fuels)		332		15,103
Walker & Dunlop, Inc. (Financial Services)		401		44,515
Warrior Met Coal, Inc. (Metals & Mining)		1,452		88,528
WD-40 Co. (Household Products)		378		90,369
Westamerica Bancorp (Banks)		453		25,554
Whitestone REIT (Retail REITs)		644		7,915
Winnebago Industries, Inc. (Automobiles)		467		34,035
WisdomTree, Inc. (Capital Markets)		3,080		21,344
World Acceptance Corp.* (Consumer Finance)		95		12,400
Worthington Industries, Inc. (Household Durables)		586		33,724
Worthington Steel, Inc.* (Metals & Mining)		586		16,467
WSFS Financial Corp. (Banks)		762		34,999
Xencor, Inc.* (Biotechnology)		883		18,746
Xenia Hotels & Resorts, Inc. (Hotel & Resort REITs)		1,745		23,767
XPEL, Inc.* (Automobile Components)		593		31,933
Xperi, Inc.* (Software)		606		6,678
Yelp, Inc.* (Interactive Media & Services)		1,908		90,325
TOTAL COMMON STOCKS (Cost $11,613,450)				16,165,464

Repurchase Agreements^(b) (0.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $40,023	$	40,000	$	40,000
TOTAL REPURCHASE AGREEMENTS (Cost $40,000)				40,000

Collateral for Securities Loaned^(c) (0.1%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(d)		19,774	$	19,774
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $19,774)				19,774
TOTAL INVESTMENT SECURITIES (Cost $11,673,224)—100.2%				16,225,238
Net other assets (liabilities)—(0.2)%				(27,285	)
NET ASSETS—100.0%			$	16,197,953

*	Non-income producing security.

^(a)	All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $19,141.

^(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

^(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2023.

^(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.

^REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

170 :: ProFund VP Small-Cap Growth :: Schedule of Portfolio Investments :: December 31, 2023

ProFund VP Small-Cap Growth invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Aerospace & Defense	$	255,570		1.6	%
Automobile Components		213,579		1.3	%
Automobiles		34,035		0.2	%
Banks		728,689		4.6	%
Beverages		42,627		0.3	%
Biotechnology		417,031		2.6	%
Building Products		550,787		3.4	%
Capital Markets		279,140		1.7	%
Chemicals		350,680		2.2	%
Commercial Services & Supplies		204,526		1.3	%
Communications Equipment		60,299		0.4	%
Construction & Engineering		165,462		1.0	%
Consumer Finance		50,945		0.3	%
Consumer Staples Distribution & Retail		26,986		0.2	%
Containers & Packaging		68,667		0.4	%
Diversified Consumer Services		260,680		1.6	%
Diversified REITs		67,824		0.4	%
Diversified Telecommunication Services		122,116		0.8	%
Electric Utilities		98,820		0.6	%
Electrical Equipment		131,403		0.8	%
Electronic Equipment, Instruments & Components		760,705		4.7	%
Energy Equipment & Services		377,831		2.3	%
Entertainment		131,522		0.8	%
Financial Services		247,608		1.5	%
Food Products		223,407		1.4	%
Gas Utilities		28,626		0.2	%
Ground Transportation		140,159		0.9	%
Health Care Equipment & Supplies		509,228		3.1	%
Health Care Providers & Services		563,453		3.4	%
Health Care REITs		77,717		0.5	%
Health Care Technology		82,340		0.5	%
Hotel & Resort REITs		248,959		1.6	%
Hotels, Restaurants & Leisure		419,462		2.6	%
Household Durables		734,151		4.5	%
Household Products		117,392		0.7	%
Industrial REITs		43,353		0.3	%
Insurance		312,068		1.9	%
Interactive Media & Services		261,961		1.6	%
IT Services		38,900		0.2	%
Life Sciences Tools & Services		9,458		0.1	%
Machinery		995,238		6.1	%
Marine Transportation		106,750		0.7	%
Media		14,571		0.1	%
Metals & Mining		585,075		3.6	%
Mortgage REITs		155,885		1.0	%
Multi-Utilities		10,619		0.1	%
Oil, Gas & Consumable Fuels		605,211		3.8	%
Passenger Airlines		39,915		0.2	%
Personal Care Products		294,288		1.8	%
Pharmaceuticals		252,360		1.6	%
Professional Services		178,061		1.1	%
Real Estate Management & Development		104,946		0.6	%
Residential REITs		14,078		0.1	%
Retail REITs		242,706		1.5	%
Semiconductors & Semiconductor Equipment		617,571		3.8	%
Software		829,556		5.1	%
Specialized REITs		71,865		0.4	%
Specialty Retail		749,976		4.7	%
Textiles, Apparel & Luxury Goods		210,165		1.3	%
Tobacco		18,770		0.1	%
Trading Companies & Distributors		461,228		2.8	%
Water Utilities		115,017		0.7	%
Wireless Telecommunication Services		33,447		0.2	%
Other**		32,489		0.1	%
Total	$	16,197,953		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

^REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap Value :: 171

Common Stocks (100.1%)

	Shares		Value
3D Systems Corp.* (Machinery)		4,548	$	28,880
A10 Networks, Inc. (Software)		1,257		16,555
AAR Corp.* (Aerospace & Defense)		322		20,093
ABM Industries, Inc. (Commercial Services & Supplies)		2,235		100,196
Academy Sports & Outdoors, Inc. (Specialty Retail)		2,542		167,773
Acadia Realty Trust (Retail REITs)		3,250		55,218
ACI Worldwide, Inc.* (Software)		1,373		42,014
AdaptHealth Corp.* (Health Care Providers & Services)		2,788		20,325
Addus HomeCare Corp.* (Health Care Providers & Services)		322		29,898
Adeia, Inc. (Software)		2,190		27,134
ADTRAN Holdings, Inc. (Communications Equipment)		2,416		17,733
Advance Auto Parts, Inc. (Specialty Retail)		2,029		123,831
Advanced Energy Industries, Inc. (Electronic Equipment, Instruments & Components)		484		52,717
AdvanSix, Inc. (Chemicals)		919		27,533
Agiliti, Inc.* (Health Care Providers & Services)		1,194		9,456
Alaska Air Group, Inc.* (Passenger Airlines)		4,370		170,736
Albany International Corp. (Machinery)		553		54,316
Alexander & Baldwin, Inc. (Diversified REITs)		2,474		47,055
Alkermes PLC* (Biotechnology)		2,050		56,867
Allegiant Travel Co. (Passenger Airlines)		514		42,462
Alpha & Omega Semiconductor, Ltd.* (Semiconductors & Semiconductor Equipment)		766		19,962
AMC Networks, Inc.*—Class A (Media)		1,039		19,523
American Assets Trust, Inc. (Diversified REITs)		1,657		37,299
American Axle & Manufacturing Holdings, Inc.* (Automobile Components)		3,990		35,152
American Equity Investment Life Holding Co.* (Insurance)		722		40,288
American States Water Co. (Water Utilities)		594		47,769
American Woodmark Corp.* (Building Products)		247		22,934
America's Car-Mart, Inc.* (Specialty Retail)		199		15,078
Ameris Bancorp (Banks)		2,218		117,665
AMERISAFE, Inc. (Insurance)		374		17,496
AMN Healthcare Services, Inc.* (Health Care Providers & Services)		594		44,479
Anywhere Real Estate, Inc.* (Real Estate Management & Development)		3,765		30,534
Apogee Enterprises, Inc. (Building Products)		414		22,112
Apollo Commercial Real Estate Finance, Inc. (Mortgage REITs)		1,684		19,770
Arbor Realty Trust, Inc.^(a) (Mortgage REITs)		6,428		97,577
Arcosa, Inc. (Construction & Engineering)		681		56,278
Arcus Biosciences, Inc.* (Biotechnology)		1,086		20,743
Armada Hoffler Properties, Inc. (Diversified REITs)		1,308		16,180
ARMOUR Residential REIT, Inc. (Mortgage REITs)		517		9,988
Artisan Partners Asset Management, Inc.—Class A (Capital Markets)		1,029		45,461
Artivion, Inc.* (Health Care Equipment & Supplies)		611		10,925
Asbury Automotive Group, Inc.* (Specialty Retail)		360		80,989
Assured Guaranty, Ltd. (Insurance)		741		55,449
Astec Industries, Inc. (Machinery)		776		28,867
Atlantic Union Bankshares Corp. (Banks)		2,559		93,506
ATN International, Inc. (Diversified Telecommunication Services)		360		14,029
Avanos Medical, Inc.* (Health Care Equipment & Supplies)		1,597		35,821
Avista Corp. (Multi-Utilities)		2,638		94,282
Axos Financial, Inc.* (Banks)		646		35,272
B Riley Financial, Inc.^(a) (Capital Markets)		563		11,817
B&G Foods, Inc. (Food Products)		2,680		28,140
Balchem Corp. (Chemicals)		485		72,143
Banc of California, Inc. (Banks)		4,461		59,911
BancFirst Corp. (Banks)		189		18,395
Bank of Hawaii Corp.^(a) (Banks)		814		58,982
BankUnited, Inc. (Banks)		2,539		82,340
Banner Corp. (Banks)		1,172		62,772
Barnes Group, Inc. (Machinery)		1,728		56,385
Benchmark Electronics, Inc. (Electronic Equipment, Instruments & Components)		1,217		33,638
Berkshire Hills Bancorp, Inc. (Banks)		745		18,498
BioLife Solutions, Inc.* (Life Sciences Tools & Services)		472		7,670
BJ's Restaurants, Inc.* (Hotels, Restaurants & Leisure)		792		28,520
Blackstone Mortgage Trust, Inc.^(a)—Class A (Mortgage REITs)		5,877		125,005
Bloomin' Brands, Inc. (Hotels, Restaurants & Leisure)		1,511		42,535
Brady Corp.—Class A (Commercial Services & Supplies)		535		31,399
Brandywine Realty Trust (Office REITs)		5,862		31,655
Bread Financial Holdings, Inc. (Consumer Finance)		1,682		55,405
Brightsphere Investment Group, Inc. (Capital Markets)		439		8,411
Brinker International, Inc.* (Hotels, Restaurants & Leisure)		873		37,696
Bristow Group, Inc.* (Energy Equipment & Services)		822		23,238
Brookline Bancorp, Inc. (Banks)		3,029		33,046
Calavo Growers, Inc. (Food Products)		606		17,822
Caleres, Inc. (Specialty Retail)		1,142		35,094
California Water Service Group (Water Utilities)		1,181		61,259
Capitol Federal Financial, Inc. (Banks)		4,309		27,793
CareTrust REIT, Inc. (Health Care REITs)		1,502		33,615
Cathay General Bancorp (Banks)		1,314		58,565
Centerspace (Residential REITs)		513		29,857
Central Garden & Pet Co.* (Household Products)		326		16,336
Central Garden & Pet Co.*—Class A (Household Products)		1,399		61,612

See accompanying notes to financial statements.

172 :: ProFund VP Small-Cap Value :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Central Pacific Financial Corp. (Banks)		921	$	18,125
Century Aluminum Co.* (Metals & Mining)		1,771		21,500
Century Communities, Inc. (Household Durables)		473		43,109
Cerence, Inc.* (Software)		1,376		27,052
Certara, Inc.* (Health Care Technology)		1,535		27,001
CEVA, Inc.* (Semiconductors & Semiconductor Equipment)		457		10,378
Chatham Lodging Trust (Hotel & Resort REITs)		1,665		17,849
Chesapeake Utilities Corp. (Gas Utilities)		406		42,886
Chico's FAS, Inc.* (Specialty Retail)		1,849		14,015
Chuy's Holdings, Inc.* (Hotels, Restaurants & Leisure)		255		9,749
City Holding Co. (Banks)		204		22,493
Clearwater Paper Corp.* (Paper & Forest Products)		565		20,408
Clearway Energy, Inc.—Class A (Independent Power and Renewable Electricity Producers)		1,181		30,210
Clearway Energy, Inc.—Class C (Independent Power and Renewable Electricity Producers)		2,813		77,161
Cohu, Inc.* (Semiconductors & Semiconductor Equipment)		955		33,797
Community Bank System, Inc. (Banks)		1,823		94,997
Community Healthcare Trust, Inc. (Health Care REITs)		518		13,800
Compass Minerals International, Inc. (Metals & Mining)		1,152		29,169
Comstock Resources, Inc. (Oil, Gas & Consumable Fuels)		1,531		13,549
Consensus Cloud Solutions, Inc.* (Software)		607		15,909
Consolidated Communications Holdings, Inc.* (Diversified Telecommunication Services)		2,541		11,053
Corcept Therapeutics, Inc.* (Pharmaceuticals)		1,079		35,046
Core Laboratories, Inc. (Energy Equipment & Services)		892		15,753
CoreCivic, Inc.* (Commercial Services & Supplies)		3,874		56,289
Corsair Gaming, Inc.* (Technology Hardware, Storage & Peripherals)		1,473		20,769
Cracker Barrel Old Country Store, Inc. (Hotels, Restaurants & Leisure)		755		58,194
Cross Country Healthcare, Inc.* (Health Care Providers & Services)		1,128		25,538
CSG Systems International, Inc. (Professional Services)		493		26,233
CTS Corp. (Electronic Equipment, Instruments & Components)		468		20,470
Cushman & Wakefield PLC* (Real Estate Management & Development)		5,732		61,906
CVB Financial Corp. (Banks)		4,514		91,138
CVR Energy, Inc. (Oil, Gas & Consumable Fuels)		449		13,605
Cytek Biosciences, Inc.* (Life Sciences Tools & Services)		3,374		30,771
Cytokinetics, Inc.* (Biotechnology)		1,841		153,704
Dana, Inc. (Automobile Components)		4,380		63,993
Deluxe Corp. (Commercial Services & Supplies)		1,489		31,939
Designer Brands, Inc.—Class A (Specialty Retail)		1,494		13,222
Digi International, Inc.* (Communications Equipment)		1,227		31,902
Digital Turbine, Inc.* (Software)		3,109		21,328
Dime Community Bancshares, Inc. (Banks)		1,191		32,074
Dine Brands Global, Inc. (Hotels, Restaurants & Leisure)		304		15,094
Diodes, Inc.* (Semiconductors & Semiconductor Equipment)		612		49,278
Dorman Products, Inc.* (Automobile Components)		301		25,106
Douglas Emmett, Inc. (Office REITs)		5,688		82,476
Dril-Quip, Inc.* (Energy Equipment & Services)		1,167		27,156
DXC Technology Co.* (IT Services)		6,609		151,148
DXP Enterprises, Inc.* (Trading Companies & Distributors)		453		15,266
Dycom Industries, Inc.* (Construction & Engineering)		1,001		115,205
Eagle Bancorp, Inc. (Banks)		1,021		30,773
Easterly Government Properties, Inc. (Office REITs)		3,246		43,626
EchoStar Corp.*—Class A (Diversified Telecommunication Services)		3,997		66,231
Edgewell Personal Care Co. (Personal Care Products)		1,732		63,443
Elme Communities (Residential REITs)		2,997		43,755
Embecta Corp. (Health Care Equipment & Supplies)		1,954		36,989
Employers Holdings, Inc. (Insurance)		876		34,514
Encore Capital Group, Inc.* (Consumer Finance)		802		40,702
Energizer Holdings, Inc. (Household Products)		1,225		38,808
Enerpac Tool Group Corp. (Machinery)		612		19,027
Enhabit, Inc.* (Health Care Providers & Services)		1,707		17,667
Enova International, Inc.* (Consumer Finance)		1,020		56,467
Enpro, Inc. (Machinery)		392		61,442
Envestnet, Inc.* (Software)		985		48,777
Enviri Corp.* (Commercial Services & Supplies)		2,719		24,471
ePlus, Inc.* (Electronic Equipment, Instruments & Components)		360		28,742
Essential Properties Realty Trust, Inc. (Diversified REITs)		2,555		65,306
Ethan Allen Interiors, Inc. (Household Durables)		460		14,683
Extreme Networks, Inc.* (Communications Equipment)		1,767		31,170
EZCORP, Inc.*—Class A (Consumer Finance)		1,774		15,505
FB Financial Corp. (Banks)		1,198		47,740
First Bancorp (Banks)		1,402		51,888
First Commonwealth Financial Corp. (Banks)		1,879		29,012
First Financial Bancorp (Banks)		3,249		77,164
First Hawaiian, Inc. (Banks)		4,353		99,510
Foot Locker, Inc. (Specialty Retail)		2,794		87,033
Forrester Research, Inc.* (Professional Services)		393		10,536

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap Value :: 173

Common Stocks, continued

	Shares		Value
Fortrea Holdings, Inc.* (Life Sciences Tools & Services)		3,031	$	105,781
Forward Air Corp. (Air Freight & Logistics)		874		54,948
Four Corners Property Trust, Inc. (Specialized REITs)		1,729		43,744
Franklin BSP Realty Trust, Inc. (Mortgage REITs)		2,798		37,801
Fresh Del Monte Produce, Inc. (Food Products)		1,150		30,188
Fulgent Genetics, Inc.* (Health Care Providers & Services)		687		19,861
Fulton Financial Corp. (Banks)		5,602		92,209
Gentherm, Inc.* (Automobile Components)		604		31,625
Genworth Financial, Inc.* (Insurance)		15,382		102,752
Getty Realty Corp. (Retail REITs)		932		27,233
G-III Apparel Group, Ltd.* (Textiles, Apparel & Luxury Goods)		1,389		47,198
Global Net Lease, Inc. (Diversified REITs)		6,677		66,436
Gogo, Inc.* (Wireless Telecommunication Services)		1,115		11,295
Golden Entertainment, Inc. (Hotels, Restaurants & Leisure)		287		11,460
Granite Construction, Inc. (Construction & Engineering)		733		37,280
Green Dot Corp.*—Class A (Consumer Finance)		1,536		15,206
Green Plains, Inc.* (Oil, Gas & Consumable Fuels)		2,034		51,298
Griffon Corp. (Building Products)		448		27,306
H.B. Fuller Co. (Chemicals)		940		76,524
Hanesbrands, Inc.* (Textiles, Apparel & Luxury Goods)		11,939		53,248
Hanmi Financial Corp. (Banks)		1,037		20,118
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (Mortgage REITs)		3,792		104,583
Harmonic, Inc.* (Communications Equipment)		1,759		22,937
Harmony Biosciences Holdings, Inc.* (Pharmaceuticals)		636		20,543
Haverty Furniture Cos., Inc. (Specialty Retail)		456		16,188
Haynes International, Inc. (Metals & Mining)		192		10,954
Hayward Holdings, Inc.* (Building Products)		4,297		58,439
Healthcare Services Group, Inc.* (Commercial Services & Supplies)		2,517		26,101
HealthStream, Inc. (Health Care Technology)		385		10,407
Heartland Express, Inc. (Ground Transportation)		703		10,025
Heidrick & Struggles International, Inc. (Professional Services)		686		20,258
Helmerich & Payne, Inc. (Energy Equipment & Services)		1,560		56,503
Heritage Financial Corp. (Banks)		1,190		25,454
Hibbett, Inc. (Specialty Retail)		423		30,464
Highwoods Properties, Inc. (Office REITs)		3,604		82,748
Hillenbrand, Inc. (Machinery)		2,386		114,169
Hilltop Holdings, Inc. (Banks)		1,579		55,597
HNI Corp. (Commercial Services & Supplies)		634		26,520
Hope Bancorp, Inc. (Banks)		4,094		49,456
Horace Mann Educators Corp. (Insurance)		1,393		45,551
Hub Group, Inc.*—Class A (Air Freight & Logistics)		1,065		97,916
Hudson Pacific Properties, Inc. (Office REITs)		4,325		40,266
Ichor Holdings, Ltd.* (Semiconductors & Semiconductor Equipment)		1,003		33,731
ICU Medical, Inc.* (Health Care Equipment & Supplies)		691		68,920
Independent Bank Corp. (Banks)		1,495		98,386
Independent Bank Group, Inc. (Banks)		1,225		62,328
Ingevity Corp.* (Chemicals)		1,150		54,303
Innospec, Inc. (Chemicals)		315		38,821
Innovative Industrial Properties, Inc. (Industrial REITs)		432		43,554
Innoviva, Inc.* (Pharmaceuticals)		962		15,430
Insight Enterprises, Inc.* (Electronic Equipment, Instruments & Components)		331		58,650
Insteel Industries, Inc. (Building Products)		246		9,419
Interface, Inc. (Commercial Services & Supplies)		1,980		24,988
iRobot Corp.* (Household Durables)		626		24,226
Ironwood Pharmaceuticals, Inc.* (Biotechnology)		2,013		23,029
Itron, Inc.* (Electronic Equipment, Instruments & Components)		790		59,654
Jackson Financial, Inc.—Class A (Financial Services)		2,414		123,597
JBG SMITH Properties (Office REITs)		2,970		50,520
JetBlue Airways Corp.* (Passenger Airlines)		11,367		63,087
John B Sanfilippo & Son, Inc. (Food Products)		145		14,941
John Bean Technologies Corp. (Machinery)		435		43,261
John Wiley & Sons, Inc.—Class A (Media)		1,451		46,054
Kaiser Aluminum Corp. (Metals & Mining)		546		38,869
Kaman Corp. (Aerospace & Defense)		963		23,064
Kelly Services, Inc.—Class A (Professional Services)		1,090		23,566
Kennametal, Inc. (Machinery)		2,715		70,019
Kennedy-Wilson Holdings, Inc. (Real Estate Management & Development)		4,039		50,003
KKR Real Estate Finance Trust, Inc. (Mortgage REITs)		1,984		26,248
Knowles Corp.* (Electronic Equipment, Instruments & Components)		1,816		32,525
Kohl’s Corp. (Broadline Retail)		3,776		108,296
Koppers Holdings, Inc. (Chemicals)		335		17,159
Korn Ferry (Professional Services)		754		44,750
Kulicke & Soffa Industries, Inc. (Semiconductors & Semiconductor Equipment)		711		38,906
Lakeland Financial Corp. (Banks)		460		29,974
La-Z-Boy, Inc. (Household Durables)		675		24,921
LCI Industries (Automobile Components)		321		40,353
Leslie’s, Inc.* (Specialty Retail)		6,275		43,360
LGI Homes, Inc.* (Household Durables)		281		37,418
Ligand Pharmaceuticals, Inc.* (Pharmaceuticals)		559		39,924
Lincoln National Corp. (Insurance)		5,789		156,128
Lindsay Corp. (Machinery)		192		24,799
LTC Properties, Inc. (Health Care REITs)		804		25,824
Lumen Technologies, Inc.* (Diversified Telecommunication Services)		34,418		62,985
LXP Industrial Trust (Industrial REITs)		9,980		99,002

See accompanying notes to financial statements.

174 :: ProFund VP Small-Cap Value :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
M.D.C Holdings, Inc. (Household Durables)		2,038	$	112,600
Marcus & Millichap, Inc. (Real Estate Management & Development)		480		20,966
MarineMax, Inc.* (Specialty Retail)		679		26,413
Marten Transport, Ltd. (Ground Transportation)		1,045		21,924
Masterbrand, Inc.* (Building Products)		4,317		64,107
Mativ Holdings, Inc. (Chemicals)		1,848		28,293
Matthews International Corp.—Class A (Commercial Services & Supplies)		375		13,744
MaxLinear, Inc.* (Semiconductors & Semiconductor Equipment)		962		22,867
Medifast, Inc. (Personal Care Products)		373		25,073
Mercer International, Inc. (Paper & Forest Products)		1,497		14,192
Mercury General Corp. (Insurance)		906		33,803
Mercury Systems, Inc.* (Aerospace & Defense)		1,780		65,095
Merit Medical Systems, Inc.* (Health Care Equipment & Supplies)		807		61,300
Mesa Laboratories, Inc. (Life Sciences Tools & Services)		176		18,440
Methode Electronics, Inc. (Electronic Equipment, Instruments & Components)		1,228		27,912
MGP Ingredients, Inc. (Beverages)		226		22,266
Middlesex Water Co. (Water Utilities)		329		21,589
MillerKnoll, Inc. (Commercial Services & Supplies)		2,505		66,833
Minerals Technologies, Inc. (Chemicals)		554		39,506
Mister Car Wash, Inc.* (Diversified Consumer Services)		1,674		14,463
ModivCare, Inc.* (Health Care Providers & Services)		421		18,520
Moelis & Co.—Class A (Capital Markets)		1,048		58,825
Monro, Inc. (Specialty Retail)		1,073		31,482
Movado Group, Inc. (Textiles, Apparel & Luxury Goods)		534		16,100
Mr. Cooper Group, Inc.* (Financial Services)		2,247		146,325
Myers Industries, Inc. (Containers & Packaging)		639		12,492
Myriad Genetics, Inc.* (Biotechnology)		1,543		29,533
N-able, Inc.* (Software)		853		11,302
Nabors Industries, Ltd.* (Energy Equipment & Services)		305		24,897
National Bank Holdings Corp.—Class A (Banks)		1,289		47,938
National Beverage Corp.* (Beverages)		360		17,899
National HealthCare Corp. (Health Care Providers & Services)		244		22,550
National Presto Industries, Inc. (Aerospace & Defense)		101		8,108
National Vision Holdings, Inc.* (Specialty Retail)		2,669		55,862
Navient Corp. (Consumer Finance)		2,886		53,737
NBT Bancorp, Inc. (Banks)		1,607		67,349
NCR Atleos Corp.* (Financial Services)		2,283		55,454
NCR Voyix Corp.* (Software)		4,591		77,634
NetScout Systems, Inc.* (Communications Equipment)		2,421		53,141
Newell Brands, Inc. (Household Durables)		12,998		112,823
NexPoint Residential Trust, Inc. (Residential REITs)		778		26,787
NMI Holdings, Inc.*—Class A (Financial Services)		969		28,760
Northfield Bancorp, Inc. (Banks)		1,347		16,945
Northwest Bancshares, Inc. (Banks)		4,333		54,076
Northwest Natural Holding Co. (Gas Utilities)		1,255		48,869
NOW, Inc.* (Trading Companies & Distributors)		3,625		41,035
Nu Skin Enterprises, Inc.—Class A (Personal Care Products)		1,683		32,684
NV5 Global, Inc.* (Professional Services)		435		48,337
O-I Glass, Inc.* (Containers & Packaging)		5,288		86,617
Oil States International, Inc.* (Energy Equipment & Services)		1,110		7,537
Olympic Steel, Inc. (Metals & Mining)		171		11,406
Omnicell, Inc.* (Health Care Equipment & Supplies)		1,551		58,364
OPENLANE, Inc.* (Commercial Services & Supplies)		3,686		54,590
Organon & Co. (Pharmaceuticals)		8,719		125,728
Outfront Media, Inc. (Specialized REITs)		2,872		40,093
Owens & Minor, Inc.* (Health Care Providers & Services)		2,609		50,275
Pacific Premier Bancorp, Inc. (Banks)		3,271		95,219
Pacira BioSciences, Inc.* (Pharmaceuticals)		1,585		53,478
Papa John’s International, Inc. (Hotels, Restaurants & Leisure)		593		45,204
Park National Corp. (Banks)		290		38,529
Patterson-UTI Energy, Inc. (Energy Equipment & Services)		4,929		53,233
Payoneer Global, Inc.* (Financial Services)		4,746		24,727
PC Connection, Inc. (Electronic Equipment, Instruments & Components)		386		25,943
Pebblebrook Hotel Trust (Hotel & Resort REITs)		4,108		65,646
Pediatrix Medical Group, Inc.* (Health Care Providers & Services)		2,822		26,245
PennyMac Mortgage Investment Trust (Mortgage REITs)		2,959		44,237
Perdoceo Education Corp. (Diversified Consumer Services)		986		17,314
Perficient, Inc.* (IT Services)		464		30,540
Phibro Animal Health Corp.—Class A (Pharmaceuticals)		693		8,025
Phillips Edison & Co., Inc. (Retail REITs)		1,998		72,887
Phinia, Inc. (Automobile Components)		1,593		48,252
Photronics, Inc.* (Semiconductors & Semiconductor Equipment)		639		20,045
Piper Sandler Cos. (Capital Markets)		262		45,816
Pitney Bowes, Inc. (Commercial Services & Supplies)		5,231		23,016
PJT Partners, Inc.—Class A (Capital Markets)		328		33,413
Plexus Corp.* (Electronic Equipment, Instruments & Components)		525		56,768
PRA Group, Inc.* (Consumer Finance)		1,338		35,056
Premier, Inc.—Class A (Health Care Providers & Services)		4,083		91,296
Prestige Consumer Healthcare, Inc.* (Pharmaceuticals)		878		53,751

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap Value :: 175

Common Stocks, continued

	Shares		Value
PriceSmart, Inc. (Consumer Staples Distribution & Retail)		854	$	64,716
ProAssurance Corp. (Insurance)		1,738		23,967
ProPetro Holding Corp.* (Energy Equipment & Services)		2,894		24,252
Proto Labs, Inc.* (Machinery)		309		12,039
Provident Financial Services, Inc. (Banks)		2,578		46,481
Quaker Chemical Corp. (Chemicals)		228		48,660
Quanex Building Products Corp. (Building Products)		351		10,730
QuinStreet, Inc.* (Interactive Media & Services)		1,765		22,627
Radian Group, Inc. (Financial Services)		2,353		67,178
Ready Capital Corp. (Mortgage REITs)		5,401		55,360
REGENXBIO, Inc.* (Biotechnology)		786		14,109
Renasant Corp. (Banks)		1,916		64,531
Resideo Technologies, Inc.* (Building Products)		4,981		93,743
Resources Connection, Inc. (Professional Services)		1,089		15,431
Retail Opportunity Investments Corp. (Retail REITs)		4,296		60,273
Rogers Corp.* (Electronic Equipment, Instruments & Components)		189		24,961
Rush Enterprises, Inc.—Class A (Trading Companies & Distributors)		939		47,232
RXO, Inc.* (Ground Transportation)		2,154		50,102
S&T Bancorp, Inc. (Banks)		614		20,520
Sabre Corp.* (Hotels, Restaurants & Leisure)		6,083		26,765
Safehold, Inc. (Specialized REITs)		1,528		35,755
Safety Insurance Group, Inc. (Insurance)		504		38,299
Sally Beauty Holdings, Inc.* (Specialty Retail)		3,675		48,804
Sanmina Corp.* (Electronic Equipment, Instruments & Components)		1,952		100,275
Saul Centers, Inc. (Retail REITs)		226		8,875
ScanSource, Inc.* (Electronic Equipment, Instruments & Components)		852		33,748
Scholastic Corp. (Media)		931		35,099
Schrodinger, Inc.* (Health Care Technology)		821		29,392
Seacoast Banking Corp. of Florida (Banks)		2,905		82,676
Sealed Air Corp. (Containers & Packaging)		2,956		107,954
Select Medical Holdings Corp. (Health Care Providers & Services)		3,584		84,224
Semtech Corp.* (Semiconductors & Semiconductor Equipment)		1,204		26,380
Sensient Technologies Corp. (Chemicals)		821		54,186
Service Properties Trust (Hotel & Resort REITs)		5,649		48,242
ServisFirst Bancshares, Inc. (Banks)		902		60,100
Shoe Carnival, Inc. (Specialty Retail)		615		18,579
Shutterstock, Inc. (Interactive Media & Services)		400		19,312
Simmons First National Corp.—Class A (Banks)		4,269		84,697
Simulations Plus, Inc. (Health Care Technology)		225		10,069
SITE Centers Corp. (Retail REITs)		3,254		44,352
SiTime Corp.* (Semiconductors & Semiconductor Equipment)		248		30,276
SJW Group (Water Utilities)		565		36,923
SkyWest, Inc.* (Passenger Airlines)		641		33,460
SL Green Realty Corp.^(a) (Office REITs)		2,196		99,192
SMART Global Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		1,047		19,820
SolarEdge Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		1,182		110,636
Sonic Automotive, Inc.—Class A (Specialty Retail)		506		28,442
Sonos, Inc.* (Household Durables)		4,374		74,970
Southside Bancshares, Inc. (Banks)		597		18,698
SpartanNash Co. (Consumer Staples Distribution & Retail)		1,181		27,104
STAAR Surgical Co.* (Health Care Equipment & Supplies)		648		20,224
Standard Motor Products, Inc. (Automobile Components)		635		25,279
Stellar Bancorp, Inc. (Banks)		1,599		44,516
Stepan Co. (Chemicals)		723		68,360
Stewart Information Services Corp. (Insurance)		933		54,814
StoneX Group, Inc.* (Capital Markets)		915		67,555
Strategic Education, Inc. (Diversified Consumer Services)		443		40,920
Sturm Ruger & Co., Inc. (Leisure Products)		604		27,452
Summit Hotel Properties, Inc. (Hotel & Resort REITs)		1,796		12,069
Sun Country Airlines Holdings, Inc.* (Passenger Airlines)		729		11,467
SunCoke Energy, Inc. (Metals & Mining)		2,855		30,663
SunPower Corp.*^(a) (Electrical Equipment)		2,926		14,133
Supernus Pharmaceuticals, Inc.* (Pharmaceuticals)		1,118		32,355
Sylvamo Corp. (Paper & Forest Products)		1,205		59,177
Talos Energy, Inc.* (Oil, Gas & Consumable Fuels)		3,428		48,780
Tandem Diabetes Care, Inc.* (Health Care Equipment & Supplies)		1,199		35,466
TechTarget, Inc.* (Media)		371		12,933
Telephone and Data Systems, Inc. (Wireless Telecommunication Services)		1,680		30,828
The Andersons, Inc. (Consumer Staples Distribution & Retail)		509		29,288
The Buckle, Inc. (Specialty Retail)		387		18,390
The Cheesecake Factory, Inc. (Hotels, Restaurants & Leisure)		860		30,109
The Chefs’ Warehouse, Inc.* (Consumer Staples Distribution & Retail)		1,204		35,434
The E.W. Scripps Co.*—Class A (Media)		2,005		16,020
The GEO Group, Inc.* (Commercial Services & Supplies)		4,160		45,053
The Greenbrier Cos., Inc. (Machinery)		1,062		46,919
The Hain Celestial Group, Inc.* (Food Products)		3,059		33,496
The Macerich Co. (Retail REITs)		7,347		113,364
The Marcus Corp. (Entertainment)		391		5,701
The ODP Corp.* (Specialty Retail)		1,136		63,957
The Simply Good Foods Co.* (Food Products)		1,145		45,342
Thryv Holdings, Inc.* (Media)		1,056		21,490
TimkenSteel Corp.* (Metals & Mining)		562		13,179
Titan International, Inc.* (Machinery)		1,725		25,668

See accompanying notes to financial statements.

176 :: ProFund VP Small-Cap Value :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Tompkins Financial Corp. (Banks)		426	$	25,658
Tootsie Roll Industries, Inc. (Food Products)		231		7,678
Topgolf Callaway Brands Corp.* (Leisure Products)		4,847		69,506
TreeHouse Foods, Inc.* (Food Products)		1,716		71,127
Tri Pointe Homes, Inc.* (Household Durables)		1,292		45,737
Trinity Industries, Inc. (Machinery)		1,396		37,120
Triumph Group, Inc.* (Aerospace & Defense)		2,621		43,456
TrueBlue, Inc.* (Professional Services)		1,062		16,291
Trupanion, Inc.*^(a) (Insurance)		632		19,282
TrustCo Bank Corp. (Banks)		647		20,089
Trustmark Corp. (Banks)		2,084		58,102
TTEC Holdings, Inc. (Professional Services)		645		13,977
TTM Technologies, Inc.* (Electronic Equipment, Instruments & Components)		3,487		55,129
U.S. Physical Therapy, Inc. (Health Care Providers & Services)		231		21,515
U.S. Silica Holdings, Inc.* (Energy Equipment & Services)		2,630		29,745
Ultra Clean Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		1,532		52,302
UniFirst Corp. (Commercial Services & Supplies)		305		55,788
United Community Banks, Inc. (Banks)		4,060		118,797
United Fire Group, Inc. (Insurance)		722		14,527
United Natural Foods, Inc.* (Consumer Staples Distribution & Retail)		2,026		32,882
Uniti Group, Inc. (Specialized REITs)		3,906		22,577
Unitil Corp. (Multi-Utilities)		304		15,981
Universal Corp. (Tobacco)		838		56,414
Universal Health Realty Income Trust (Health Care REITs)		227		9,818
Upbound Group, Inc. (Specialty Retail)		666		22,624
Urban Edge Properties (Retail REITs)		1,644		30,085
USANA Health Sciences, Inc.* (Personal Care Products)		379		20,314
Varex Imaging Corp.* (Health Care Equipment & Supplies)		1,381		28,311
Vector Group, Ltd. (Tobacco)		2,484		28,020
Veradigm, Inc.* (Health Care Technology)		3,724		39,064
Veris Residential, Inc. (Residential REITs)		1,641		25,813
Veritex Holdings, Inc. (Banks)		1,852		43,096
Vestis Corp. (Commercial Services & Supplies)		2,096		44,309
Viasat, Inc.* (Communications Equipment)		2,547		71,189
Viavi Solutions, Inc.* (Communications Equipment)		7,583		76,361
Vicor Corp.* (Electrical Equipment)		363		16,313
Victoria’s Secret & Co.* (Specialty Retail)		2,637		69,986
Vir Biotechnology, Inc.* (Biotechnology)		2,934		29,516
Virtus Investment Partners, Inc. (Capital Markets)		86		20,791
Vista Outdoor, Inc.* (Leisure Products)		1,981		58,578
Vital Energy, Inc.* (Oil, Gas & Consumable Fuels)		440		20,016
Wabash National Corp. (Machinery)		1,570		40,223
Walker & Dunlop, Inc. (Financial Services)		648		71,934
Washington Federal, Inc. (Banks)		2,209		72,809
Westamerica Bancorp (Banks)		357		20,138
Whitestone REIT (Retail REITs)		820		10,078
Winnebago Industries, Inc. (Automobiles)		450		32,796
WK Kellogg Co. (Food Products)		2,247		29,526
Wolverine World Wide, Inc. (Textiles, Apparel & Luxury Goods)		2,708		24,074
World Kinect Corp. (Oil, Gas & Consumable Fuels)		2,054		46,790
Worthington Industries, Inc. (Household Durables)		324		18,646
Worthington Steel, Inc.* (Metals & Mining)		323		9,076
WSFS Financial Corp. (Banks)		1,141		52,406
Xencor, Inc.* (Biotechnology)		997		21,166
Xenia Hotels & Resorts, Inc. (Hotel & Resort REITs)		1,482		20,185
Xerox Holdings Corp. (Technology Hardware, Storage & Peripherals)		3,857		70,699
Xperi, Inc.* (Software)		742		8,177
TOTAL COMMON STOCKS (Cost $17,077,186)				19,448,474

Repurchase Agreements^(b) (0.4%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $81,047	$	81,000	$	81,000
TOTAL REPURCHASE AGREEMENTS (Cost $81,000)				81,000

Collateral for Securities Loaned^(c) (2.2%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(d)		434,846	$	434,846
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $434,846)				434,846
TOTAL INVESTMENT SECURITIES (Cost $17,593,032)—102.7%				19,964,320
Net other assets (liabilities)—(2.7)%				(517,427	)
NET ASSETS—100.0%			$	19,446,893

Non-income producing security.

^(a)

All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $410,470.

^(b)

^(c)

Securities were purchased with cash collateral held from securities on loan at December 31, 2023.

^(d)

Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.

^REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Small-Cap Value :: 177

ProFund VP Small-Cap Value invested in the following industries as of December 31, 2023:

	Value			% of Net Assets
Aerospace & Defense	$	159,816			0.8	%
Air Freight & Logistics		152,864			0.8	%
Automobile Components		269,760			1.4	%
Automobiles		32,796			0.2	%
Banks		2,848,551			14.7	%
Beverages		40,165			0.2	%
Biotechnology		348,667			1.8	%
Broadline Retail		108,296			0.6	%
Building Products		308,790			1.6	%
Capital Markets		292,089			1.5	%
Chemicals		525,488			2.7	%
Commercial Services & Supplies		625,236			3.2	%
Communications Equipment		304,433			1.6	%
Construction & Engineering		208,763			1.1	%
Consumer Finance		272,078			1.4	%
Consumer Staples Distribution & Retail		189,424			1.0	%
Containers & Packaging		207,063			1.1	%
Diversified Consumer Services		72,697			0.4	%
Diversified REITs		232,276			1.2	%
Diversified Telecommunication Services		154,298			0.8	%
Electrical Equipment		30,446			0.2	%
Electronic Equipment, Instruments & Components		611,132			3.1	%
Energy Equipment & Services		262,314			1.3	%
Entertainment		5,701			NM
Financial Services		517,975			2.7	%
Food Products		278,260			1.5	%
Gas Utilities		91,755			0.5	%
Ground Transportation		82,051			0.4	%
Health Care Equipment & Supplies		356,320			1.8	%
Health Care Providers & Services		481,849			2.5	%
Health Care REITs		83,057			0.4	%
Health Care Technology		115,933			0.6	%
Hotel & Resort REITs		163,991			0.8	%
Hotels, Restaurants & Leisure		305,326			1.6	%
Household Durables		509,133			2.6	%
Household Products		116,756			0.6	%
Independent Power and Renewable Electricity Producers		107,371			0.6	%
Industrial REITs		142,556			0.7	%
Insurance		636,870			3.3	%
Interactive Media & Services		41,939			0.2	%
IT Services		181,688			0.9	%
Leisure Products		155,536			0.8	%
Life Sciences Tools & Services		162,662			0.8	%
Machinery		663,134			3.4	%
Media		151,119			0.8	%
Metals & Mining		164,816			0.8	%
Mortgage REITs		520,569			2.7	%
Multi-Utilities		110,263			0.6	%
Office REITs		430,483			2.3	%
Oil, Gas & Consumable Fuels		194,038			1.0	%
Paper & Forest Products		93,777			0.5	%
Passenger Airlines		321,212			1.7	%
Personal Care Products		141,514			0.7	%
Pharmaceuticals		384,280			2.0	%
Professional Services		219,379			1.1	%
Real Estate Management & Development		163,409			0.8	%
Residential REITs		126,212			0.6	%
Retail REITs		422,365			2.3	%
Semiconductors & Semiconductor Equipment		468,378			2.4	%
Software		295,882			1.5	%
Specialized REITs		142,169			0.7	%
Specialty Retail		1,011,586			5.1	%
Technology Hardware, Storage & Peripherals		91,468			0.5	%
Textiles, Apparel & Luxury Goods		140,620			0.7	%
Tobacco		84,434			0.4	%
Trading Companies & Distributors		103,533			0.5	%
Water Utilities		167,540			0.8	%
Wireless Telecommunication Services		42,123			0.2	%
Other**		(1,581	)		(0.1	)%
Total	$	19,446,893			100.0	%

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

^NM

Not meaningful, amount is less than 0.05%

^REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

178 :: ProFund VP Technology :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (99.4%)

	Shares		Value
Accenture PLC—Class A (IT Services)		3,876	$	1,360,127
Adobe, Inc.* (Software)		2,812		1,677,639
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		9,977		1,470,709
Akamai Technologies, Inc.* (IT Services)		931		110,184
Amphenol Corp.—Class A (Electronic Equipment, Instruments & Components)		3,695		366,284
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		3,077		610,969
ANSYS, Inc.* (Software)		536		194,504
Apple, Inc. (Technology Hardware, Storage & Peripherals)		64,558		12,429,352
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		5,166		837,254
Arista Networks, Inc.* (Communications Equipment)		1,556		366,454
Autodesk, Inc.* (Software)		1,320		321,394
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		2,618		2,922,342
Cadence Design Systems, Inc.* (Software)		1,680		457,582
CDW Corp. (Electronic Equipment, Instruments & Components)		827		187,994
Cisco Systems, Inc. (Communications Equipment)		25,013		1,263,656
Cognizant Technology Solutions Corp.— Class A (IT Services)		3,096		233,841
Corning, Inc. (Electronic Equipment, Instruments & Components)		4,742		144,394
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		843		111,394
EPAM Systems, Inc.* (IT Services)		356		105,853
F5, Inc.* (Communications Equipment)		369		66,044
Fair Isaac Corp.* (Software)		153		178,094
First Solar, Inc.* (Semiconductors & Semiconductor Equipment)		660		113,705
Fortinet, Inc.* (Software)		3,936		230,374
Gartner, Inc.* (IT Services)		481		216,984
Gen Digital, Inc. (Software)		3,479		79,391
Hewlett Packard Enterprise Co. (Technology Hardware, Storage & Peripherals)		7,922		134,516
HP, Inc. (Technology Hardware, Storage & Peripherals)		5,370		161,583
Intel Corp. (Semiconductors & Semiconductor Equipment)		26,035		1,308,259
International Business Machines Corp. (IT Services)		5,639		922,258
Intuit, Inc. (Software)		1,731		1,081,927
Jabil, Inc. (Electronic Equipment, Instruments & Components)		790		100,646
Juniper Networks, Inc. (Communications Equipment)		1,969		58,046
Keysight Technologies, Inc.* (Electronic Equipment, Instruments & Components)		1,097		174,522
KLA Corp. (Semiconductors & Semiconductor Equipment)		840		488,292
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		814		637,574
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		3,341		301,291
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		6,781		578,691
Microsoft Corp. (Software)		33,762		12,695,861
Monolithic Power Systems, Inc. (Semiconductors & Semiconductor Equipment)		296		186,711
Motorola Solutions, Inc. (Communications Equipment)		1,025		320,917
NetApp, Inc. (Technology Hardware, Storage & Peripherals)		1,289		113,638
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		5,204		2,577,124
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		1,592		365,651
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		2,659		222,106
Oracle Corp. (Software)		9,811		1,034,374
Palo Alto Networks, Inc.* (Software)		1,920		566,170
PTC, Inc.* (Software)		734		128,421
Qorvo, Inc.* (Semiconductors & Semiconductor Equipment)		601		67,679
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		6,873		994,042
Roper Technologies, Inc. (Software)		660		359,812
Salesforce, Inc.* (Software)		6,008		1,580,945
Seagate Technology Holdings PLC (Technology Hardware, Storage & Peripherals)		1,201		102,529
ServiceNow, Inc.* (Software)		1,265		893,710
Skyworks Solutions, Inc. (Semiconductors & Semiconductor Equipment)		984		110,621
Synopsys, Inc.* (Software)		938		482,986
TE Connectivity, Ltd. (Electronic Equipment, Instruments & Components)		1,919		269,620
Teledyne Technologies, Inc.* (Electronic Equipment, Instruments & Components)		291		129,870
Teradyne, Inc. (Semiconductors & Semiconductor Equipment)		944		102,443
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		5,608		955,940
Trimble, Inc.* (Electronic Equipment, Instruments & Components)		1,536		81,715
Tyler Technologies, Inc.* (Software)		260		108,711
VeriSign, Inc.* (IT Services)		549		113,072
Western Digital Corp.* (Technology Hardware, Storage & Peripherals)		2,002		104,845
Zebra Technologies Corp.* (Electronic Equipment, Instruments & Components)		317		86,646
TOTAL COMMON STOCKS (Cost $23,272,444)				56,760,282

Repurchase Agreements^(a) (0.7%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $396,228	$	396,000	$	396,000
TOTAL REPURCHASE AGREEMENTS (Cost $396,000)				396,000
TOTAL INVESTMENT SECURITIES (Cost $23,668,444)—100.1%				57,156,282
Net other assets (liabilities)—(0.1)%				(47,267	)
NET ASSETS—100.0%			$	57,109,015

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP Technology :: 179

Non-income producing security.

^(a)

Total Return Swap Agreements—Long

Underlying Instrument		Counterparty		Termination Date⁽¹⁾		Rate Paid (Received)⁽²⁾				Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
S&P Technology Select Sector Index		Goldman Sachs International		1/23/24			5.93	%		$	543,066			$	(1,552	)

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

ProFund VP Technology invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Communications Equipment	$	2,075,117		3.6	%
Electronic Equipment, Instruments & Components		1,541,691		2.7	%
IT Services		3,062,319		5.4	%
Semiconductors & Semiconductor Equipment		14,962,797		26.2	%
Software		22,071,895		38.7	%
Technology Hardware, Storage & Peripherals		13,046,463		22.8	%
Other**		348,733		0.6	%
Total	$	57,109,015		100.0	%

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

180 :: ProFund VP UltraBull :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (62.9%)

	Shares		Value
3M Co. (Industrial Conglomerates)		162	$	17,710
A.O. Smith Corp. (Building Products)		36		2,968
Abbott Laboratories (Health Care Equipment & Supplies)		509		56,025
AbbVie, Inc. (Biotechnology)		518		80,275
Accenture PLC—Class A (IT Services)		184		64,568
Adobe, Inc.* (Software)		133		79,348
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		474		69,872
Aflac, Inc. (Insurance)		156		12,870
Agilent Technologies, Inc. (Life Sciences Tools & Services)		85		11,818
Air Products and Chemicals, Inc. (Chemicals)		65		17,797
Airbnb, Inc.*—Class A (Hotels, Restaurants & Leisure)		127		17,290
Akamai Technologies, Inc.* (IT Services)		44		5,207
Albemarle Corp. (Chemicals)		35		5,057
Alexandria Real Estate Equities, Inc. (Office REITs)		46		5,832
Align Technology, Inc.* (Health Care Equipment & Supplies)		21		5,754
Allegion PLC (Building Products)		25		3,167
Alliant Energy Corp. (Electric Utilities)		76		3,899
Alphabet, Inc.*—Class A (Interactive Media & Services)		1,735		242,362
Alphabet, Inc.*—Class C (Interactive Media & Services)		1,461		205,899
Altria Group, Inc. (Tobacco)		519		20,936
Amazon.com, Inc.* (Broadline Retail)		2,666		405,072
Amcor PLC (Containers & Packaging)		424		4,087
Ameren Corp. (Multi-Utilities)		77		5,570
American Airlines Group, Inc.* (Passenger Airlines)		192		2,638
American Electric Power Co., Inc. (Electric Utilities)		155		12,589
American Express Co. (Consumer Finance)		169		31,661
American International Group, Inc. (Insurance)		206		13,957
American Tower Corp. (Specialized REITs)		136		29,360
American Water Works Co., Inc. (Water Utilities)		57		7,523
Ameriprise Financial, Inc. (Capital Markets)		30		11,395
AMETEK, Inc. (Electrical Equipment)		68		11,213
Amgen, Inc. (Biotechnology)		157		45,219
Amphenol Corp.—Class A (Electronic Equipment, Instruments & Components)		175		17,347
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		146		28,990
ANSYS, Inc.* (Software)		25		9,072
Aon PLC—Class A (Insurance)		59		17,170
APA Corp. (Oil, Gas & Consumable Fuels)		90		3,229
Apple, Inc. (Technology Hardware, Storage & Peripherals)		4,287		825,377
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		245		39,707
Aptiv PLC* (Automobile Components)		83		7,446
Arch Capital Group, Ltd.* (Insurance)		110		8,170
Archer-Daniels-Midland Co. (Food Products)		157		11,339
Arista Networks, Inc.* (Communications Equipment)		74		17,428
Arthur J. Gallagher & Co. (Insurance)		63		14,167
Assurant, Inc. (Insurance)		15		2,527
AT&T, Inc. (Diversified Telecommunication Services)		2,098		35,204
Atmos Energy Corp. (Gas Utilities)		44		5,100
Autodesk, Inc.* (Software)		63		15,339
Automatic Data Processing, Inc. (Professional Services)		121		28,189
AutoZone, Inc.* (Specialty Retail)		5		12,928
AvalonBay Communities, Inc. (Residential REITs)		42		7,863
Avery Dennison Corp. (Containers & Packaging)		23		4,650
Axon Enterprise, Inc.* (Aerospace & Defense)		20		5,167
Baker Hughes Co. (Energy Equipment & Services)		296		10,117
Ball Corp. (Containers & Packaging)		93		5,349
Bank of America Corp. (Banks)		2,020		68,014
Bath & Body Works, Inc. (Specialty Retail)		68		2,935
Baxter International, Inc. (Health Care Equipment & Supplies)		149		5,760
Becton, Dickinson & Co. (Health Care Equipment & Supplies)		85		20,726
Berkshire Hathaway, Inc.*—Class B (Financial Services)		533		190,099
Best Buy Co., Inc. (Specialty Retail)		57		4,462
Biogen, Inc.* (Biotechnology)		43		11,127
Bio-Rad Laboratories, Inc.*—Class A (Life Sciences Tools & Services)		6		1,937
Bio-Techne Corp. (Life Sciences Tools & Services)		47		3,627
BlackRock, Inc. (Capital Markets)		41		33,284
Blackstone, Inc. (Capital Markets)		209		27,362
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		10		35,472
BorgWarner, Inc. (Automobile Components)		70		2,510
Boston Properties, Inc. (Office REITs)		43		3,017
Boston Scientific Corp.* (Health Care Equipment & Supplies)		430		24,858
Bristol-Myers Squibb Co. (Pharmaceuticals)		597		30,632
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		129		143,996
Broadridge Financial Solutions, Inc. (Professional Services)		35		7,201
Brown & Brown, Inc. (Insurance)		69		4,907
Brown-Forman Corp.—Class B (Beverages)		54		3,083
Builders FirstSource, Inc.* (Building Products)		37		6,177
Bunge Global SA (Food Products)		43		4,341
C.H. Robinson Worldwide, Inc. (Air Freight & Logistics)		35		3,024
Cadence Design Systems, Inc.* (Software)		79		21,517
Caesars Entertainment, Inc.* (Hotels, Restaurants & Leisure)		63		2,953
Camden Property Trust (Residential REITs)		32		3,177
Campbell Soup Co. (Food Products)		58		2,507

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraBull :: 181

Common Stocks, continued

	Shares		Value
Capital One Financial Corp. (Consumer Finance)		112	$	14,685
Cardinal Health, Inc. (Health Care Providers & Services)		72		7,258
CarMax, Inc.* (Specialty Retail)		47		3,607
Carnival Corp.* (Hotels, Restaurants & Leisure)		296		5,488
Carrier Global Corp. (Building Products)		246		14,133
Catalent, Inc.* (Pharmaceuticals)		53		2,381
Caterpillar, Inc. (Machinery)		150		44,350
Cboe Global Markets, Inc. (Capital Markets)		31		5,535
CBRE Group, Inc.*—Class A (Real Estate Management & Development)		90		8,378
CDW Corp. (Electronic Equipment, Instruments & Components)		40		9,093
Celanese Corp. (Chemicals)		30		4,661
Cencora, Inc. (Health Care Providers & Services)		49		10,064
Centene Corp.* (Health Care Providers & Services)		157		11,651
CenterPoint Energy, Inc. (Multi-Utilities)		186		5,314
Ceridian HCM Holding, Inc.* (Professional Services)		46		3,088
CF Industries Holdings, Inc. (Chemicals)		56		4,452
Charles River Laboratories International, Inc.* (Life Sciences Tools & Services)		15		3,546
Charter Communications, Inc.*—Class A (Media)		30		11,660
Chevron Corp. (Oil, Gas & Consumable Fuels)		515		76,817
Chipotle Mexican Grill, Inc.* (Hotels, Restaurants & Leisure)		8		18,296
Chubb, Ltd. (Insurance)		120		27,120
Church & Dwight Co., Inc. (Household Products)		72		6,808
Cincinnati Financial Corp. (Insurance)		46		4,759
Cintas Corp. (Commercial Services & Supplies)		25		15,066
Cisco Systems, Inc. (Communications Equipment)		1,188		60,018
Citigroup, Inc. (Banks)		562		28,909
Citizens Financial Group, Inc. (Banks)		137		4,540
CME Group, Inc. (Capital Markets)		106		22,324
CMS Energy Corp. (Multi-Utilities)		86		4,994
Cognizant Technology Solutions Corp.—Class A (IT Services)		148		11,178
Colgate-Palmolive Co. (Household Products)		241		19,210
Comcast Corp.—Class A (Media)		1,177		51,612
Comerica, Inc. (Banks)		39		2,177
Conagra Brands, Inc. (Food Products)		141		4,041
ConocoPhillips (Oil, Gas & Consumable Fuels)		348		40,392
Consolidated Edison, Inc. (Multi-Utilities)		102		9,279
Constellation Brands, Inc.—Class A (Beverages)		48		11,604
Constellation Energy Corp. (Electric Utilities)		94		10,988
Copart, Inc.* (Commercial Services & Supplies)		257		12,593
Corning, Inc. (Electronic Equipment, Instruments & Components)		226		6,882
Corteva, Inc. (Chemicals)		207		9,919
CoStar Group, Inc.* (Real Estate Management & Development)		120		10,487
Costco Wholesale Corp. (Consumer Staples Distribution & Retail)		130		85,811
Coterra Energy, Inc. (Oil, Gas & Consumable Fuels)		222		5,665
Crown Castle, Inc. (Specialized REITs)		127		14,629
CSX Corp. (Ground Transportation)		580		20,109
Cummins, Inc. (Machinery)		42		10,062
CVS Health Corp. (Health Care Providers & Services)		376		29,689
D.R. Horton, Inc. (Household Durables)		89		13,527
Danaher Corp. (Life Sciences Tools & Services)		193		44,649
Darden Restaurants, Inc. (Hotels, Restaurants & Leisure)		36		5,915
DaVita, Inc.* (Health Care Providers & Services)		16		1,676
Deere & Co. (Machinery)		78		31,189
Delta Air Lines, Inc. (Passenger Airlines)		189		7,604
DENTSPLY SIRONA, Inc. (Health Care Equipment & Supplies)		63		2,242
Devon Energy Corp. (Oil, Gas & Consumable Fuels)		189		8,562
Dexcom, Inc.* (Health Care Equipment & Supplies)		113		14,022
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)		53		8,219
Digital Realty Trust, Inc. (Specialized REITs)		89		11,978
Discover Financial Services (Consumer Finance)		73		8,205
Dollar General Corp. (Consumer Staples Distribution & Retail)		64		8,701
Dollar Tree, Inc.* (Consumer Staples Distribution & Retail)		61		8,665
Dominion Energy, Inc. (Multi-Utilities)		246		11,562
Domino’s Pizza, Inc. (Hotels, Restaurants & Leisure)		10		4,122
Dover Corp. (Machinery)		41		6,306
Dow, Inc. (Chemicals)		206		11,297
DTE Energy Co. (Multi-Utilities)		60		6,616
Duke Energy Corp. (Electric Utilities)		226		21,931
DuPont de Nemours, Inc. (Chemicals)		126		9,693
Eastman Chemical Co. (Chemicals)		35		3,144
Eaton Corp. PLC (Electrical Equipment)		117		28,176
eBay, Inc. (Broadline Retail)		153		6,674
Ecolab, Inc. (Chemicals)		74		14,678
Edison International (Electric Utilities)		112		8,007
Edwards Lifesciences Corp.* (Health Care Equipment & Supplies)		178		13,573
Electronic Arts, Inc. (Entertainment)		72		9,850
Elevance Health, Inc. (Health Care Providers & Services)		69		32,538
Eli Lilly & Co. (Pharmaceuticals)		234		136,403
Emerson Electric Co. (Electrical Equipment)		167		16,254
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		40		5,286

See accompanying notes to financial statements.

182 :: ProFund VP UltraBull :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares			Value
Entergy Corp. (Electric Utilities)		62		$	6,274
EOG Resources, Inc. (Oil, Gas & Consumable Fuels)		171			20,682
EPAM Systems, Inc.* (IT Services)		17			5,055
EQT Corp. (Oil, Gas & Consumable Fuels)		122			4,717
Equifax, Inc. (Professional Services)		37			9,150
Equinix, Inc. (Specialized REITs)		27			21,746
Equity Residential (Residential REITs)		102			6,238
Essex Property Trust, Inc. (Residential REITs)		19			4,711
Etsy, Inc.* (Broadline Retail)		36			2,918
Everest Group, Ltd. (Insurance)		13			4,597
Evergy, Inc. (Electric Utilities)		67			3,497
Eversource Energy (Electric Utilities)		103			6,357
Exelon Corp. (Electric Utilities)		293			10,519
Expedia Group, Inc.* (Hotels, Restaurants & Leisure)		39			5,920
Expeditors International of Washington, Inc. (Air Freight & Logistics)		43			5,470
Extra Space Storage, Inc. (Specialized REITs)		62			9,940
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		1,174			117,377
F5, Inc.* (Communications Equipment)		17			3,043
FactSet Research Systems, Inc. (Capital Markets)		11			5,248
Fair Isaac Corp.* (Software)		7			8,148
Fastenal Co. (Trading Companies & Distributors)		168			10,881
Federal Realty Investment Trust (Retail REITs)		21			2,164
FedEx Corp. (Air Freight & Logistics)		68			17,202
Fidelity National Information Services, Inc. (Financial Services)		174			10,452
Fifth Third Bancorp (Banks)		200			6,898
First Horizon Corp. (Banks)		—	(a)		4
First Solar, Inc.* (Semiconductors & Semiconductor Equipment)		32			5,513
FirstEnergy Corp. (Electric Utilities)		152			5,572
Fiserv, Inc.* (Financial Services)		176			23,380
FleetCor Technologies, Inc.* (Financial Services)		21			5,935
FMC Corp. (Chemicals)		37			2,333
Ford Motor Co. (Automobiles)		1,154			14,067
Fortinet, Inc.* (Software)		187			10,945
Fortive Corp. (Machinery)		103			7,584
Fox Corp.—Class A (Media)		73			2,166
Fox Corp.—Class B (Media)		40			1,106
Franklin Resources, Inc. (Capital Markets)		83			2,473
Freeport-McMoRan, Inc. (Metals & Mining)		421			17,921
Garmin, Ltd. (Household Durables)		45			5,784
Gartner, Inc.* (IT Services)		22			9,924
GE HealthCare Technologies, Inc. (Health Care Equipment & Supplies)		115			8,892
Gen Digital, Inc. (Software)		167			3,811
Generac Holdings, Inc.* (Electrical Equipment)		18			2,326
General Dynamics Corp. (Aerospace & Defense)		66			17,138
General Electric Co. (Industrial Conglomerates)		319			40,714
General Mills, Inc. (Food Products)		171			11,139
General Motors Co. (Automobiles)		402			14,440
Genuine Parts Co. (Distributors)		41			5,679
Gilead Sciences, Inc. (Biotechnology)		365			29,569
Global Payments, Inc. (Financial Services)		76			9,652
Globe Life, Inc. (Insurance)		25			3,043
Halliburton Co. (Energy Equipment & Services)		263			9,507
Hasbro, Inc. (Leisure Products)		39			1,991
HCA Healthcare, Inc. (Health Care Providers & Services)		58			15,699
Healthpeak Properties, Inc. (Health Care REITs)		162			3,208
Henry Schein, Inc.* (Health Care Providers & Services)		39			2,953
Hess Corp. (Oil, Gas & Consumable Fuels)		81			11,677
Hewlett Packard Enterprise Co. (Technology Hardware, Storage & Peripherals)		377			6,401
Hilton Worldwide Holdings, Inc. (Hotels, Restaurants & Leisure)		75			13,657
Hologic, Inc.* (Health Care Equipment & Supplies)		72			5,144
Honeywell International, Inc. (Industrial Conglomerates)		193			40,474
Hormel Foods Corp. (Food Products)		85			2,729
Host Hotels & Resorts, Inc. (Hotel & Resort REITs)		208			4,050
Howmet Aerospace, Inc. (Aerospace & Defense)		115			6,224
HP, Inc. (Technology Hardware, Storage & Peripherals)		256			7,703
Hubbell, Inc. (Electrical Equipment)		15			4,934
Humana, Inc. (Health Care Providers & Services)		36			16,481
Huntington Bancshares, Inc. (Banks)		425			5,406
Huntington Ingalls Industries, Inc. (Aerospace & Defense)		11			2,856
IDEX Corp. (Machinery)		22			4,776
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		24			13,321
Illinois Tool Works, Inc. (Machinery)		80			20,955
Illumina, Inc.* (Life Sciences Tools & Services)		47			6,544
Incyte Corp.* (Biotechnology)		55			3,453
Ingersoll Rand, Inc. (Machinery)		119			9,203
Insulet Corp.* (Health Care Equipment & Supplies)		20			4,340
Intel Corp. (Semiconductors & Semiconductor Equipment)		1,236			62,109
Intercontinental Exchange, Inc. (Capital Markets)		168			21,576
International Business Machines Corp. (IT Services)		268			43,832
International Flavors & Fragrances, Inc. (Chemicals)		75			6,073
International Paper Co. (Containers & Packaging)		102			3,687
Intuit, Inc. (Software)		82			51,252
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		103			34,747
Invesco, Ltd. (Capital Markets)		133			2,373
Invitation Homes, Inc. (Residential REITs)		170			5,799
IQVIA Holdings, Inc.* (Life Sciences Tools & Services)		54			12,495
Iron Mountain, Inc. (Specialized REITs)		86			6,018
J.B. Hunt Transport Services, Inc. (Ground Transportation)		23			4,594
Jabil, Inc. (Electronic Equipment, Instruments & Components)		38			4,841

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraBull :: 183

Common Stocks, continued

	Shares		Value
Jack Henry & Associates, Inc. (Financial Services)		21	$	3,432
Jacobs Solutions, Inc. (Professional Services)		37		4,803
Johnson & Johnson (Pharmaceuticals)		706		110,658
Johnson Controls International PLC (Building Products)		200		11,528
JPMorgan Chase & Co. (Banks)		847		144,076
Juniper Networks, Inc. (Communications Equipment)		94		2,771
Kellanova (Food Products)		78		4,361
Kenvue, Inc. (Personal Care Products)		507		10,916
Keurig Dr Pepper, Inc. (Beverages)		296		9,863
KeyCorp (Banks)		276		3,974
Keysight Technologies, Inc.* (Electronic Equipment, Instruments & Components)		52		8,273
Kimberly-Clark Corp. (Household Products)		99		12,029
Kimco Realty Corp. (Retail REITs)		194		4,134
Kinder Morgan, Inc. (Oil, Gas & Consumable Fuels)		568		10,020
KLA Corp. (Semiconductors & Semiconductor Equipment)		40		23,252
L3Harris Technologies, Inc. (Aerospace & Defense)		56		11,795
Laboratory Corp. of America Holdings (Health Care Providers & Services)		24		5,455
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		39		30,547
Lamb Weston Holding, Inc. (Food Products)		43		4,648
Las Vegas Sands Corp. (Hotels, Restaurants & Leisure)		108		5,315
Leidos Holdings, Inc. (Professional Services)		41		4,438
Lennar Corp.—Class A (Household Durables)		73		10,880
Linde PLC (Chemicals)		142		58,321
Live Nation Entertainment, Inc.* (Entertainment)		42		3,931
LKQ Corp. (Distributors)		79		3,775
Lockheed Martin Corp. (Aerospace & Defense)		65		29,461
Loews Corp. (Insurance)		54		3,758
Lowe's Cos., Inc. (Specialty Retail)		169		37,611
Lululemon Athletica, Inc.* (Textiles, Apparel & Luxury Goods)		34		17,384
LyondellBasell Industries N.V.—Class A (Chemicals)		75		7,131
M&T Bank Corp. (Banks)		49		6,717
Marathon Oil Corp. (Oil, Gas & Consumable Fuels)		173		4,180
Marathon Petroleum Corp. (Oil, Gas & Consumable Fuels)		111		16,468
MarketAxess Holdings, Inc. (Capital Markets)		11		3,221
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		72		16,294
Marsh & McLennan Cos., Inc. (Insurance)		144		27,284
Martin Marietta Materials, Inc. (Construction Materials)		18		8,981
Masco Corp. (Building Products)		66		4,421
Mastercard, Inc.—Class A (Financial Services)		243		103,642
Match Group, Inc.* (Interactive Media & Services)		80		2,920
McCormick & Co., Inc. (Food Products)		73		4,995
McDonald's Corp. (Hotels, Restaurants & Leisure)		213		63,157
McKesson Corp. (Health Care Providers & Services)		39		18,056
Medtronic PLC (Health Care Equipment & Supplies)		391		32,211
Merck & Co., Inc. (Pharmaceuticals)		743		81,002
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		651		230,428
MetLife, Inc. (Insurance)		182		12,036
Mettler-Toledo International, Inc.* (Life Sciences Tools & Services)		6		7,278
MGM Resorts International* (Hotels, Restaurants & Leisure)		81		3,619
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		159		14,339
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		321		27,394
Microsoft Corp. (Software)		2,180		819,768
Mid-America Apartment Communities, Inc. (Residential REITs)		35		4,706
Moderna, Inc.* (Biotechnology)		98		9,746
Mohawk Industries, Inc.* (Household Durables)		15		1,553
Molina Healthcare, Inc.* (Health Care Providers & Services)		17		6,142
Molson Coors Beverage Co.—Class B (Beverages)		54		3,305
Mondelez International, Inc.—Class A (Food Products)		399		28,900
Monolithic Power Systems, Inc. (Semiconductors & Semiconductor Equipment)		14		8,831
Monster Beverage Corp.* (Beverages)		217		12,501
Moody's Corp. (Capital Markets)		46		17,966
Morgan Stanley (Capital Markets)		370		34,503
Motorola Solutions, Inc. (Communications Equipment)		49		15,341
MSCI, Inc. (Capital Markets)		23		13,010
Nasdaq, Inc. (Capital Markets)		100		5,814
NetApp, Inc. (Technology Hardware, Storage & Peripherals)		61		5,378
Netflix, Inc.* (Entertainment)		128		62,321
Newmont Corp. (Metals & Mining)		338		13,990
News Corp.—Class A (Media)		113		2,774
News Corp.—Class B (Media)		35		900
NextEra Energy, Inc. (Electric Utilities)		601		36,505
NIKE, Inc.—Class B (Textiles, Apparel & Luxury Goods)		359		38,977
NiSource, Inc. (Multi-Utilities)		122		3,239
Nordson Corp. (Machinery)		16		4,227
Norfolk Southern Corp. (Ground Transportation)		66		15,601
Northern Trust Corp. (Capital Markets)		61		5,147
Northrop Grumman Corp. (Aerospace & Defense)		42		19,662
Norwegian Cruise Line Holdings, Ltd.* (Hotels, Restaurants & Leisure)		126		2,525
NRG Energy, Inc. (Electric Utilities)		66		3,412
Nucor Corp. (Metals & Mining)		72		12,531
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		724		358,538

See accompanying notes to financial statements.

184 :: ProFund VP UltraBull :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
NVR, Inc.* (Household Durables)		1	$	7,000
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		75		17,226
Occidental Petroleum Corp. (Oil, Gas & Consumable Fuels)		193		11,524
Old Dominion Freight Line, Inc. (Ground Transportation)		26		10,539
Omnicom Group, Inc. (Media)		58		5,018
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		126		10,525
ONEOK, Inc. (Oil, Gas & Consumable Fuels)		171		12,008
Oracle Corp. (Software)		466		49,130
O'Reilly Automotive, Inc.* (Specialty Retail)		17		16,151
Otis Worldwide Corp. (Machinery)		120		10,736
PACCAR, Inc. (Machinery)		154		15,038
Packaging Corp. of America (Containers & Packaging)		26		4,236
Palo Alto Networks, Inc.* (Software)		92		27,129
Paramount Global—Class B (Media)		142		2,100
Parker-Hannifin Corp. (Machinery)		38		17,507
Paychex, Inc. (Professional Services)		95		11,315
Paycom Software, Inc. (Professional Services)		14		2,894
PayPal Holdings, Inc.* (Financial Services)		317		19,467
Pentair PLC (Machinery)		49		3,563
PepsiCo, Inc. (Beverages)		403		68,446
Pfizer, Inc. (Pharmaceuticals)		1,657		47,705
PG&E Corp. (Electric Utilities)		627		11,305
Philip Morris International, Inc. (Tobacco)		455		42,807
Phillips 66 (Oil, Gas & Consumable Fuels)		129		17,175
Pinnacle West Capital Corp. (Electric Utilities)		34		2,443
Pioneer Natural Resources Co. (Oil, Gas & Consumable Fuels)		68		15,292
Pool Corp. (Distributors)		11		4,386
PPG Industries, Inc. (Chemicals)		69		10,319
PPL Corp. (Electric Utilities)		217		5,881
Principal Financial Group, Inc. (Insurance)		64		5,035
Prologis, Inc. (Industrial REITs)		271		36,124
Prudential Financial, Inc. (Insurance)		106		10,993
PTC, Inc.* (Software)		35		6,124
Public Service Enterprise Group, Inc. (Multi-Utilities)		147		8,989
Public Storage (Specialized REITs)		47		14,335
PulteGroup, Inc. (Household Durables)		63		6,503
Qorvo, Inc.* (Semiconductors & Semiconductor Equipment)		28		3,153
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		327		47,294
Quanta Services, Inc. (Construction & Engineering)		43		9,279
Quest Diagnostics, Inc. (Health Care Providers & Services)		33		4,550
Ralph Lauren Corp. (Textiles, Apparel & Luxury Goods)		11		1,586
Raymond James Financial, Inc. (Capital Markets)		55		6,133
Realty Income Corp. (Retail REITs)		213		12,230
Regency Centers Corp. (Retail REITs)		48		3,216
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		32		28,105
Regions Financial Corp. (Banks)		274		5,310
Republic Services, Inc. (Commercial Services & Supplies)		60		9,895
ResMed, Inc. (Health Care Equipment & Supplies)		43		7,397
Revvity, Inc. (Life Sciences Tools & Services)		37		4,044
Robert Half, Inc. (Professional Services)		32		2,813
Rockwell Automation, Inc. (Electrical Equipment)		34		10,556
Rollins, Inc. (Commercial Services & Supplies)		83		3,625
Roper Technologies, Inc. (Software)		32		17,445
Ross Stores, Inc. (Specialty Retail)		100		13,839
Royal Caribbean Cruises, Ltd.* (Hotels, Restaurants & Leisure)		69		8,935
RTX Corp. (Aerospace & Defense)		421		35,423
S&P Global, Inc. (Capital Markets)		95		41,848
Salesforce, Inc.* (Software)		285		74,995
SBA Communications Corp. (Specialized REITs)		32		8,118
Schlumberger N.V. (Energy Equipment & Services)		419		21,805
Seagate Technology Holdings PLC (Technology Hardware, Storage & Peripherals)		57		4,866
Sempra (Multi-Utilities)		184		13,750
ServiceNow, Inc.* (Software)		60		42,389
Simon Property Group, Inc. (Retail REITs)		96		13,694
Skyworks Solutions, Inc. (Semiconductors & Semiconductor Equipment)		47		5,284
Snap-on, Inc. (Machinery)		15		4,333
Southwest Airlines Co. (Passenger Airlines)		176		5,083
Stanley Black & Decker, Inc. (Machinery)		45		4,415
Starbucks Corp. (Hotels, Restaurants & Leisure)		335		32,163
State Street Corp. (Capital Markets)		91		7,049
Steel Dynamics, Inc. (Metals & Mining)		45		5,315
STERIS PLC (Health Care Equipment & Supplies)		28		6,156
Stryker Corp. (Health Care Equipment & Supplies)		99		29,647
Synchrony Financial (Consumer Finance)		122		4,659
Synopsys, Inc.* (Software)		45		23,171
Sysco Corp. (Consumer Staples Distribution & Retail)		148		10,823
T. Rowe Price Group, Inc. (Capital Markets)		65		7,000
Take-Two Interactive Software, Inc.* (Entertainment)		47		7,565
Tapestry, Inc. (Textiles, Apparel & Luxury Goods)		68		2,503
Targa Resources Corp. (Oil, Gas & Consumable Fuels)		65		5,647
Target Corp. (Consumer Staples Distribution & Retail)		135		19,227
TE Connectivity, Ltd. (Electronic Equipment, Instruments & Components)		92		12,926
Teledyne Technologies, Inc.* (Electronic Equipment, Instruments & Components)		14		6,248
Teleflex, Inc. (Health Care Equipment & Supplies)		14		3,491
Teradyne, Inc. (Semiconductors & Semiconductor Equipment)		45		4,883
Tesla, Inc.* (Automobiles)		811		201,517
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		267		45,513

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraBull :: 185

Common Stocks, continued

	Shares		Value
Textron, Inc. (Aerospace & Defense)		57	$	4,584
The AES Corp. (Independent Power and Renewable Electricity Producers)		197		3,792
The Allstate Corp. (Insurance)		76		10,638
The Bank of New York Mellon Corp. (Capital Markets)		226		11,763
The Boeing Co.* (Aerospace & Defense)		167		43,529
The Charles Schwab Corp. (Capital Markets)		436		29,997
The Cigna Group (Health Care Providers & Services)		85		25,453
The Clorox Co. (Household Products)		37		5,276
The Coca-Cola Co. (Beverages)		1,142		67,298
The Cooper Cos., Inc. (Health Care Equipment & Supplies)		14		5,298
The Estee Lauder Cos., Inc. (Personal Care Products)		68		9,945
The Goldman Sachs Group, Inc. (Capital Markets)		96		37,033
The Hartford Financial Services Group, Inc. (Insurance)		89		7,154
The Hershey Co. (Food Products)		44		8,203
The Home Depot, Inc. (Specialty Retail)		293		101,539
The Interpublic Group of Cos., Inc. (Media)		113		3,688
The JM Smucker Co. (Food Products)		32		4,044
The Kraft Heinz Co. (Food Products)		235		8,690
The Kroger Co. (Consumer Staples Distribution & Retail)		195		8,913
The Mosaic Co. (Chemicals)		96		3,430
The PNC Financial Services Group, Inc. (Banks)		117		18,117
The Procter & Gamble Co. (Household Products)		691		101,260
The Progressive Corp. (Insurance)		172		27,395
The Sherwin-Williams Co. (Chemicals)		69		21,521
The Southern Co. (Electric Utilities)		320		22,438
The TJX Cos., Inc. (Specialty Retail)		336		31,520
The Travelers Cos., Inc. (Insurance)		67		12,763
The Walt Disney Co. (Entertainment)		536		48,395
The Williams Cos., Inc. (Oil, Gas & Consumable Fuels)		358		12,469
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		113		59,978
T-Mobile U.S., Inc. (Wireless Telecommunication Services)		150		24,050
Tractor Supply Co. (Specialty Retail)		32		6,881
Trane Technologies PLC (Building Products)		67		16,341
TransDigm Group, Inc. (Aerospace & Defense)		16		16,186
Trimble, Inc.* (Electronic Equipment, Instruments & Components)		73		3,884
Truist Financial Corp. (Banks)		391		14,436
Tyler Technologies, Inc.* (Software)		12		5,017
Tyson Foods, Inc.—Class A (Food Products)		84		4,515
U.S. Bancorp (Banks)		457		19,779
Uber Technologies, Inc.* (Ground Transportation)		603		37,127
UDR, Inc. (Residential REITs)		89		3,408
Ulta Beauty, Inc.* (Specialty Retail)		14		6,860
Union Pacific Corp. (Ground Transportation)		179		43,965
United Airlines Holdings, Inc.* (Passenger Airlines)		97		4,002
United Parcel Service, Inc.—Class B (Air Freight & Logistics)		212		33,332
United Rentals, Inc. (Trading Companies & Distributors)		20		11,469
UnitedHealth Group, Inc. (Health Care Providers & Services)		272		143,200
Universal Health Services, Inc.—Class B (Health Care Providers & Services)		18		2,744
Valero Energy Corp. (Oil, Gas & Consumable Fuels)		100		13,000
Ventas, Inc. (Health Care REITs)		118		5,881
Veralto Corp. (Commercial Services & Supplies)		64		5,265
VeriSign, Inc.* (IT Services)		26		5,355
Verisk Analytics, Inc. (Professional Services)		43		10,271
Verizon Communications, Inc. (Diversified Telecommunication Services)		1,234		46,522
Vertex Pharmaceuticals, Inc.* (Biotechnology)		75		30,517
VF Corp. (Textiles, Apparel & Luxury Goods)		98		1,842
Viatris, Inc. (Pharmaceuticals)		353		3,823
VICI Properties, Inc. (Specialized REITs)		304		9,692
Visa, Inc.—Class A (Financial Services)		467		121,583
Vulcan Materials Co. (Construction Materials)		39		8,853
W.R. Berkley Corp. (Insurance)		60		4,243
W.W. Grainger, Inc. (Trading Companies & Distributors)		13		10,773
Walgreens Boots Alliance, Inc. (Consumer Staples Distribution & Retail)		212		5,535
Walmart, Inc. (Consumer Staples Distribution & Retail)		418		65,898
Warner Bros. Discovery, Inc.* (Entertainment)		652		7,420
Waste Management, Inc. (Commercial Services & Supplies)		108		19,342
Waters Corp.* (Life Sciences Tools & Services)		17		5,597
WEC Energy Group, Inc. (Multi-Utilities)		93		7,828
Wells Fargo & Co. (Banks)		1,065		52,419
Welltower, Inc. (Health Care REITs)		163		14,697
West Pharmaceutical Services, Inc. (Life Sciences Tools & Services)		21		7,395
Western Digital Corp.* (Technology Hardware, Storage & Peripherals)		95		4,975
Westinghouse Air Brake Technologies Corp. (Machinery)		53		6,726
Westrock Co. (Containers & Packaging)		76		3,156
Weyerhaeuser Co. (Specialized REITs)		214		7,441
Whirlpool Corp. (Household Durables)		16		1,948
Willis Towers Watson PLC (Insurance)		31		7,477
Wynn Resorts, Ltd. (Hotels, Restaurants & Leisure)		28		2,551
Xcel Energy, Inc. (Electric Utilities)		162		10,029
Xylem, Inc. (Machinery)		70		8,005
Yum! Brands, Inc. (Hotels, Restaurants & Leisure)		82		10,714
Zebra Technologies Corp.* (Electronic Equipment, Instruments & Components)		15		4,100
Zimmer Biomet Holdings, Inc. (Health Care Equipment & Supplies)		61		7,424
Zions Bancorp NA (Banks)		44		1,930
Zoetis, Inc. (Pharmaceuticals)		134		26,448
TOTAL COMMON STOCKS (Cost $3,940,842)				11,742,369

See accompanying notes to financial statements.

186 :: ProFund VP UltraBull :: Schedule of Portfolio Investments :: December 31, 2023

Repurchase Agreements^(b)(c) (37.4%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $6,975,010	$	6,971,000	$	6,971,000
TOTAL REPURCHASE AGREEMENTS (Cost $6,971,000)				6,971,000
TOTAL INVESTMENT SECURITIES (Cost $10,911,842)—100.3%				18,713,369
Net other assets (liabilities)—(0.3)%				(53,527	)
NET ASSETS—100.0%			$	18,659,842

*	Non-income producing security.

^(a)	Number of shares is less than 0.50

^(b)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2023, the aggregate amount held in a segregated account was $3,113,000.

^(c)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

^REIT

Real Estate Investment Trust

Futures Contracts Purchased

		Number of Contracts				Expiration Date		Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
E-Mini S&P 500 Futures Contracts			6			3/18/24		$	1,446,000			$	58,398

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
S&P 500	Goldman Sachs International	1/29/24		5.93	%	$	7,968,001	$	(21,571	)
SPDR S&P 500 ETF	Goldman Sachs International	1/29/24		5.84	%		6,230,267		(17,763	)
						$	14,198,268	$	(39,334	)
S&P 500	UBS AG	1/29/24		5.83	%	$	8,146,870	$	(21,399	)
SPDR S&P 500 ETF	UBS AG	1/29/24		5.43	%		1,786,471		(5,053	)
						$	9,933,341	$	(26,452	)
						$	24,131,609	$	(65,786	)

⁽¹⁾	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾	Reflects the floating financing rate, as of December 31, 2023, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraBull :: 187

ProFund VP UltraBull invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Aerospace & Defense	$	192,025		1.0	%
Air Freight & Logistics		59,028		0.3	%
Automobile Components		9,956		0.1	%
Automobiles		230,024		1.2	%
Banks		382,706		2.1	%
Beverages		176,100		0.9	%
Biotechnology		238,011		1.3	%
Broadline Retail		414,664		2.1	%
Building Products		58,735		0.3	%
Capital Markets		352,054		1.9	%
Chemicals		189,826		1.0	%
Commercial Services & Supplies		65,786		0.4	%
Communications Equipment		98,601		0.5	%
Construction & Engineering		9,279		NM
Construction Materials		17,834		0.1	%
Consumer Finance		59,210		0.3	%
Consumer Staples Distribution & Retail		213,573		1.2	%
Containers & Packaging		25,165		0.1	%
Distributors		13,840		0.1	%
Diversified Telecommunication Services		81,726		0.4	%
Electric Utilities		181,646		1.1	%
Electrical Equipment		73,459		0.4	%
Electronic Equipment, Instruments & Components		73,594		0.4	%
Energy Equipment & Services		41,429		0.2	%
Entertainment		139,482		0.7	%
Financial Services		487,642		2.6	%
Food Products		104,452		0.6	%
Gas Utilities		5,100		NM
Ground Transportation		131,935		0.7	%
Health Care Equipment & Supplies		301,028		1.6	%
Health Care Providers & Services		333,609		1.8	%
Health Care REITs		23,786		0.1	%
Hotel & Resort REITs		4,050		NM
Hotels, Restaurants & Leisure		254,386		1.4	%
Household Durables		47,195		0.3	%
Household Products		144,583		0.8	%
Independent Power and Renewable Electricity Producers		3,792		NM
Industrial Conglomerates		98,898		0.5	%
Industrial REITs		36,124		0.2	%
Insurance		242,063		1.3	%
Interactive Media & Services		681,609		3.8	%
IT Services		145,119		0.8	%
Leisure Products		1,991		NM
Life Sciences Tools & Services		168,908		0.9	%
Machinery		208,975		1.1	%
Media		81,024		0.4	%
Metals & Mining		49,757		0.3	%
Multi-Utilities		77,141		0.4	%
Office REITs		8,849		NM
Oil, Gas & Consumable Fuels		415,120		2.2	%
Passenger Airlines		19,327		0.1	%
Personal Care Products		20,861		0.1	%
Pharmaceuticals		439,052		2.3	%
Professional Services		84,162		0.5	%
Real Estate Management & Development		18,865		0.1	%
Residential REITs		35,902		0.2	%
Retail REITs		35,438		0.2	%
Semiconductors & Semiconductor Equipment		952,252		5.1	%
Software		1,264,600		6.8	%
Specialized REITs		133,257		0.8	%
Specialty Retail		238,333		1.3	%
Technology Hardware, Storage & Peripherals		854,700		4.6	%
Textiles, Apparel & Luxury Goods		62,292		0.3	%
Tobacco		63,743		0.3	%
Trading Companies & Distributors		33,123		0.2	%
Water Utilities		7,523		NM
Wireless Telecommunication Services		24,050		0.1	%
Other**		6,917,473		37.1	%
Total	$	18,659,842		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

^NM	Not meaningful, amount is less than 0.05%

^REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

188 :: ProFund VP UltraMid-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (61.7%)

	Shares		Value
Acadia Healthcare Co., Inc.* (Health Care Providers & Services)		244	$	18,973
Acuity Brands, Inc. (Electrical Equipment)		82		16,796
Adient PLC* (Automobile Components)		248		9,017
Advanced Drainage Systems, Inc. (Building Products)		182		25,596
AECOM (Construction & Engineering)		368		34,014
Affiliated Managers Group, Inc. (Capital Markets)		89		13,476
AGCO Corp. (Machinery)		164		19,911
Agree Realty Corp. (Retail REITs)		266		16,745
Alcoa Corp. (Metals & Mining)		472		16,048
Allegro MicroSystems, Inc.* (Semiconductors & Semiconductor Equipment)		189		5,721
ALLETE, Inc. (Electric Utilities)		152		9,296
Ally Financial, Inc. (Consumer Finance)		719		25,108
Amedisys, Inc.* (Health Care Providers & Services)		86		8,175
American Financial Group, Inc. (Insurance)		172		20,449
Amkor Technology, Inc. (Semiconductors & Semiconductor Equipment)		273		9,083
Annaly Capital Management, Inc. (Mortgage REITs)		1,324		25,646
Antero Midstream Corp. (Oil, Gas & Consumable Fuels)		902		11,302
Antero Resources Corp.* (Oil, Gas & Consumable Fuels)		748		16,965
Apartment Income REIT Corp. (Residential REITs)		389		13,510
AptarGroup, Inc. (Containers & Packaging)		175		21,633
Aramark (Hotels, Restaurants & Leisure)		691		19,417
Arrow Electronics, Inc.* (Electronic Equipment, Instruments & Components)		144		17,604
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		284		8,690
ASGN, Inc.* (Professional Services)		125		12,021
Ashland, Inc. (Chemicals)		136		11,466
Aspen Technology, Inc.* (Software)		74		16,291
Associated Banc-Corp. (Banks)		394		8,428
Autoliv, Inc. (Automobile Components)		198		21,817
AutoNation, Inc.* (Specialty Retail)		69		10,362
Avient Corp. (Chemicals)		241		10,018
Avis Budget Group, Inc. (Ground Transportation)		49		8,686
Avnet, Inc. (Electronic Equipment, Instruments & Components)		239		12,046
Axalta Coating Systems, Ltd.* (Chemicals)		582		19,771
Azenta, Inc.* (Life Sciences Tools & Services)		159		10,357
Bank OZK (Banks)		278		13,853
Belden, Inc. (Electronic Equipment, Instruments & Components)		110		8,498
BellRing Brands, Inc.* (Personal Care Products)		348		19,289
Berry Global Group, Inc. (Containers & Packaging)		312		21,026
BJ's Wholesale Club Holdings, Inc.* (Household Products)		354		23,598
Black Hills Corp. (Multi-Utilities)		180		9,711
Blackbaud, Inc.* (Software)		114		9,884
Boyd Gaming Corp. (Hotels, Restaurants & Leisure)		184		11,520
Brighthouse Financial, Inc.* (Insurance)		170		8,996
Brixmor Property Group, Inc. (Retail REITs)		796		18,523
Bruker Corp. (Life Sciences Tools & Services)		245		18,003
Brunswick Corp. (Leisure Products)		182		17,609
Burlington Stores, Inc.* (Specialty Retail)		171		33,256
BWX Technologies, Inc. (Aerospace & Defense)		242		18,569
Cable One, Inc. (Media)		12		6,679
Cabot Corp. (Chemicals)		146		12,191
CACI International, Inc.*—Class A (Professional Services)		59		19,108
Cadence Bank (Banks)		484		14,322
Calix, Inc.* (Communications Equipment)		155		6,772
Capri Holdings, Ltd.* (Textiles, Apparel & Luxury Goods)		308		15,474
Carlisle Cos., Inc. (Building Products)		129		40,304
Carter's, Inc. (Textiles, Apparel & Luxury Goods)		98		7,339
Casey's General Stores, Inc. (Consumer Staples Distribution & Retail)		99		27,199
Celsius Holdings, Inc.* (Beverages)		392		21,371
ChampionX Corp. (Energy Equipment & Services)		516		15,072
Chart Industries, Inc.* (Machinery)		111		15,133
Chemed Corp. (Health Care Providers & Services)		40		23,391
Chesapeake Energy Corp. (Oil, Gas & Consumable Fuels)		295		22,697
Choice Hotels International, Inc.^(a) (Hotels, Restaurants & Leisure)		66		7,478
Chord Energy Corp. (Oil, Gas & Consumable Fuels)		109		18,119
Churchill Downs, Inc. (Hotels, Restaurants & Leisure)		180		24,288
Ciena Corp.* (Communications Equipment)		391		17,599
Cirrus Logic, Inc.* (Semiconductors & Semiconductor Equipment)		143		11,896
Civitas Resources, Inc.^(a) (Oil, Gas & Consumable Fuels)		226		15,454
Clean Harbors, Inc.* (Commercial Services & Supplies)		133		23,210
Cleveland-Cliffs, Inc.* (Metals & Mining)		1,336		27,281
CNO Financial Group, Inc. (Insurance)		297		8,286
CNX Resources Corp.* (Oil, Gas & Consumable Fuels)		422		8,440
Coca-Cola Consolidated, Inc. (Beverages)		12		11,141
Cognex Corp. (Electronic Equipment, Instruments & Components)		456		19,033
Coherent Corp.* (Electronic Equipment, Instruments & Components)		349		15,192
Columbia Banking System, Inc. (Banks)		553		14,754
Columbia Sportswear Co. (Textiles, Apparel & Luxury Goods)		91		7,238
Comfort Systems USA, Inc. (Construction & Engineering)		94		19,333
Commerce Bancshares, Inc. (Banks)		314		16,771
Commercial Metals Co. (Metals & Mining)		309		15,462
CommVault Systems, Inc.* (Software)		116		9,263
Concentrix Corp. (Professional Services)		125		12,276
COPT Defense Properties (Office REITs)		298		7,638
Core & Main, Inc.*—Class A (Trading Companies & Distributors)		363		14,669
Coty, Inc.*—Class A (Personal Care Products)		992		12,321

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraMid-Cap :: 189

Common Stocks, continued

	Shares		Value
Cousins Properties, Inc. (Office REITs)		402	$	9,789
Crane Co. (Machinery)		129		15,240
Crane NXT Co. (Electronic Equipment, Instruments & Components)		127		7,222
Crocs, Inc.* (Textiles, Apparel & Luxury Goods)		160		14,946
Crown Holdings, Inc. (Containers & Packaging)		319		29,376
CubeSmart (Specialized REITs)		595		27,578
Cullen/Frost Bankers, Inc. (Banks)		169		18,335
Curtiss-Wright Corp. (Aerospace & Defense)		102		22,724
Darling Ingredients, Inc.* (Food Products)		422		21,032
Deckers Outdoor Corp.* (Textiles, Apparel & Luxury Goods)		68		45,453
Dick's Sporting Goods, Inc. (Specialty Retail)		162		23,806
Dolby Laboratories, Inc.—Class A (Software)		158		13,616
Donaldson Co., Inc. (Machinery)		319		20,847
Doximity, Inc.*—Class A (Health Care Technology)		313		8,777
Dropbox, Inc.*—Class A (Software)		678		19,987
DT Midstream, Inc. (Oil, Gas & Consumable Fuels)		257		14,084
Dynatrace, Inc.* (Software)		631		34,509
Eagle Materials, Inc. (Construction Materials)		92		18,661
East West Bancorp, Inc. (Banks)		373		26,836
EastGroup Properties, Inc. (Industrial REITs)		122		22,392
EMCOR Group, Inc. (Construction & Engineering)		124		26,713
Encompass Health Corp. (Health Care Providers & Services)		265		17,681
EnerSys (Electrical Equipment)		107		10,803
Enovis Corp.* (Health Care Equipment & Supplies)		131		7,339
Envista Holdings Corp.* (Health Care Equipment & Supplies)		454		10,923
EPR Properties (Specialized REITs)		199		9,642
Equitable Holdings, Inc. (Financial Services)		842		28,038
Equitrans Midstream Corp. (Oil, Gas & Consumable Fuels)		1,148		11,687
Equity LifeStyle Properties, Inc. (Residential REITs)		494		34,846
Erie Indemnity Co.—Class A (Insurance)		66		22,105
Esab Corp. (Machinery)		150		12,993
Essent Group, Ltd. (Financial Services)		282		14,873
Essential Utilities, Inc. (Water Utilities)		665		24,838
Euronet Worldwide, Inc.* (Financial Services)		116		11,773
Evercore, Inc. (Capital Markets)		91		15,566
Exelixis, Inc.* (Biotechnology)		824		19,768
ExlService Holdings, Inc.* (Professional Services)		437		13,481
Exponent, Inc. (Professional Services)		133		11,709
F.N.B. Corp. (Banks)		951		13,095
Federated Hermes, Inc. (Capital Markets)		228		7,720
Fidelity National Financial, Inc. (Insurance)		685		34,948
First American Financial Corp. (Insurance)		273		17,592
First Financial Bankshares, Inc. (Banks)		340		10,302
First Horizon Corp. (Banks)		1,479		20,942
First Industrial Realty Trust, Inc. (Industrial REITs)		350		18,435
FirstCash Holdings, Inc. (Consumer Finance)		98		10,622
Five Below, Inc.* (Specialty Retail)		148		31,548
Floor & Decor Holdings, Inc.*—Class A (Specialty Retail)		282		31,460
Flowers Foods, Inc. (Food Products)		509		11,458
Flowserve Corp. (Machinery)		347		14,303
Fluor Corp.* (Construction & Engineering)		451		17,666
Fortune Brands Innovations, Inc. (Building Products)		334		25,431
Fox Factory Holding Corp.* (Automobile Components)		112		7,558
Frontier Communications Parent, Inc.* (Diversified Telecommunication Services)		586		14,850
FTI Consulting, Inc.* (Professional Services)		94		18,720
GameStop Corp.*^(a)—Class A (Specialty Retail)		711		12,464
Gaming & Leisure Properties, Inc. (Specialized REITs)		706		34,841
GATX Corp. (Trading Companies & Distributors)		94		11,301
Genpact, Ltd. (Professional Services)		442		15,342
Gentex Corp. (Automobile Components)		617		20,151
Glacier Bancorp, Inc. (Banks)		294		12,148
Globus Medical, Inc.* (Health Care Equipment & Supplies)		305		16,253
GoDaddy, Inc.*—Class A (IT Services)		373		39,598
Graco, Inc. (Machinery)		447		38,782
Graham Holdings Co.—Class B (Diversified Consumer Services)		9		6,269
Grand Canyon Education, Inc.* (Diversified Consumer Services)		78		10,299
Graphic Packaging Holding Co. (Containers & Packaging)		810		19,967
Greif, Inc.—Class A (Containers & Packaging)		68		4,460
Grocery Outlet Holding Corp.* (Consumer Staples Distribution & Retail)		263		7,090
GXO Logistics, Inc.* (Air Freight & Logistics)		315		19,265
H&R Block, Inc. (Diversified Consumer Services)		381		18,429
Haemonetics Corp.* (Health Care Equipment & Supplies)		134		11,458
Halozyme Therapeutics, Inc.* (Biotechnology)		350		12,936
Hancock Whitney Corp. (Banks)		228		11,079
Harley-Davidson, Inc. (Automobiles)		336		12,378
Healthcare Realty Trust, Inc. (Health Care REITs)		1,009		17,385
HealthEquity, Inc.* (Health Care Providers & Services)		227		15,050
Helen of Troy, Ltd.* (Household Durables)		63		7,611
Hertz Global Holdings, Inc.* (Ground Transportation)		351		3,647
Hexcel Corp. (Aerospace & Defense)		223		16,446
HF Sinclair Corp. (Oil, Gas & Consumable Fuels)		415		23,061
Hilton Grand Vacations, Inc.* (Hotels, Restaurants & Leisure)		189		7,594
Home BancShares, Inc. (Banks)		497		12,589
Houlihan Lokey, Inc. (Capital Markets)		137		16,428
Hyatt Hotels Corp.—Class A (Hotels, Restaurants & Leisure)		117		15,258
IDACORP, Inc. (Electric Utilities)		133		13,077
Inari Medical, Inc.* (Health Care Equipment & Supplies)		136		8,829
Independence Realty Trust, Inc. (Residential REITs)		595		9,104
Ingredion, Inc. (Food Products)		172		18,667
Insperity, Inc. (Professional Services)		93		10,901
Integra LifeSciences Holdings Corp.* (Health Care Equipment & Supplies)		180		7,839

See accompanying notes to financial statements.

190 :: ProFund VP UltraMid-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Interactive Brokers Group, Inc. (Capital Markets)		283	$	23,460
International Bancshares Corp. (Banks)		142		7,713
IPG Photonics Corp.* (Electronic Equipment, Instruments & Components)		78		8,466
Iridium Communications, Inc. (Diversified Telecommunication Services)		328		13,500
ITT, Inc. (Machinery)		218		26,012
Janus Henderson Group PLC (Capital Markets)		351		10,583
Jazz Pharmaceuticals PLC* (Pharmaceuticals)		166		20,418
Jefferies Financial Group, Inc. (Capital Markets)		446		18,023
Jones Lang LaSalle, Inc.* (Real Estate Management & Development)		126		23,798
KB Home (Household Durables)		202		12,617
KBR, Inc. (Professional Services)		357		19,782
Kemper Corp. (Insurance)		159		7,739
Kilroy Realty Corp. (Office REITs)		282		11,235
Kinsale Capital Group, Inc. (Insurance)		59		19,760
Kirby Corp.* (Marine Transportation)		156		12,243
Kite Realty Group Trust (Retail REITs)		582		13,305
Knife River Corp.* (Construction Materials)		150		9,927
Knight-Swift Transportation Holdings, Inc. (Ground Transportation)		427		24,617
Kyndryl Holdings, Inc.* (IT Services)		608		12,634
Lamar Advertising Co.—Class A (Specialized REITs)		232		24,657
Lancaster Colony Corp. (Food Products)		53		8,819
Landstar System, Inc. (Ground Transportation)		95		18,397
Lantheus Holdings, Inc.* (Health Care Equipment & Supplies)		182		11,284
Lattice Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		365		25,181
Lear Corp. (Automobile Components)		154		21,746
Leggett & Platt, Inc. (Household Durables)		354		9,264
Lennox International, Inc. (Building Products)		84		37,592
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		238		19,542
Lincoln Electric Holdings, Inc. (Machinery)		151		32,836
Lithia Motors, Inc. (Specialty Retail)		73		24,037
Littelfuse, Inc. (Electronic Equipment, Instruments & Components)		66		17,659
LivaNova PLC* (Health Care Equipment & Supplies)		143		7,399
Livent Corp.* (Chemicals)		477		8,576
Louisiana-Pacific Corp. (Paper & Forest Products)		169		11,970
Lumentum Holdings, Inc.* (Communications Equipment)		178		9,331
MACOM Technology Solutions Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		144		13,385
Macy's, Inc. (Broadline Retail)		724		14,567
Manhattan Associates, Inc.* (Software)		163		35,098
ManpowerGroup, Inc. (Professional Services)		129		10,252
Marriott Vacations Worldwide Corp. (Hotels, Restaurants & Leisure)		87		7,385
Masimo Corp.* (Health Care Equipment & Supplies)		117		13,714
MasTec, Inc.* (Construction & Engineering)		160		12,115
Matador Resources Co. (Oil, Gas & Consumable Fuels)		294		16,717
Mattel, Inc.* (Leisure Products)		936		17,671
Maximus, Inc. (Professional Services)		161		13,501
MDU Resources Group, Inc. (Construction & Engineering)		540		10,692
Medical Properties Trust, Inc.^(a) (Health Care REITs)		1,588		7,797
Medpace Holdings, Inc.* (Life Sciences Tools & Services)		62		19,005
MGIC Investment Corp. (Financial Services)		735		14,178
MKS Instruments, Inc. (Semiconductors & Semiconductor Equipment)		166		17,076
Morningstar, Inc. (Capital Markets)		69		19,751
MP Materials Corp.* (Metals & Mining)		382		7,583
MSA Safety, Inc. (Commercial Services & Supplies)		98		16,545
MSC Industrial Direct Co., Inc. (Trading Companies & Distributors)		123		12,455
Murphy Oil Corp. (Oil, Gas & Consumable Fuels)		388		16,552
Murphy USA, Inc. (Specialty Retail)		51		18,185
National Fuel Gas Co. (Gas Utilities)		243		12,191
National Storage Affiliates Trust (Specialized REITs)		204		8,460
Neogen Corp.* (Health Care Equipment & Supplies)		521		10,477
Neurocrine Biosciences, Inc.* (Biotechnology)		260		34,258
New Jersey Resources Corp. (Gas Utilities)		259		11,546
New York Community Bancorp, Inc. (Banks)		1,914		19,580
NewMarket Corp. (Chemicals)		18		9,825
Nexstar Media Group, Inc. (Media)		85		13,324
NNN REIT, Inc. (Retail REITs)		483		20,817
Nordstrom, Inc. (Broadline Retail)		257		4,742
Northwestern Energy Group, Inc. (Multi-Utilities)		162		8,244
NOV, Inc. (Energy Equipment & Services)		1,044		21,172
Novanta, Inc.* (Electronic Equipment, Instruments & Components)		94		15,831
nVent Electric PLC (Electrical Equipment)		439		25,940
OGE Energy Corp. (Electric Utilities)		530		18,513
Old National Bancorp (Banks)		775		13,090
Old Republic International Corp. (Insurance)		690		20,286
Olin Corp. (Chemicals)		324		17,480
Ollie's Bargain Outlet Holdings, Inc.* (Broadline Retail)		163		12,370
Omega Healthcare Investors, Inc. (Health Care REITs)		649		19,898
ONE Gas, Inc. (Gas Utilities)		147		9,367
Onto Innovation, Inc.* (Semiconductors & Semiconductor Equipment)		130		19,877
Option Care Health, Inc.* (Health Care Providers & Services)		469		15,801
Ormat Technologies, Inc. (Independent Power and Renewable Electricity Producers)		142		10,762
Oshkosh Corp. (Machinery)		174		18,863
Ovintiv, Inc. (Oil, Gas & Consumable Fuels)		671		29,469
Owens Corning (Building Products)		235		34,834
Park Hotels & Resorts, Inc. (Hotel & Resort REITs)		556		8,507
Patterson Cos., Inc. (Health Care Providers & Services)		225		6,401
Paylocity Holding Corp.* (Professional Services)		115		18,958

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraMid-Cap :: 191

Common Stocks, continued

	Shares		Value
PBF Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		287	$	12,617
Penn Entertainment, Inc.* (Hotels, Restaurants & Leisure)		402		10,460
Penske Automotive Group, Inc. (Specialty Retail)		51		8,186
Penumbra, Inc.* (Health Care Equipment & Supplies)		102		25,656
Performance Food Group Co.* (Consumer Staples Distribution & Retail)		412		28,490
Permian Resources Corp. (Oil, Gas & Consumable Fuels)		1,102		14,987
Perrigo Co. PLC (Pharmaceuticals)		359		11,553
Physicians Realty Trust (Health Care REITs)		632		8,412
Pilgrim's Pride Corp.* (Food Products)		107		2,960
Pinnacle Financial Partners, Inc. (Banks)		203		17,706
Planet Fitness, Inc.*—Class A (Hotels, Restaurants & Leisure)		226		16,498
PNM Resources, Inc. (Electric Utilities)		227		9,443
Polaris, Inc. (Leisure Products)		141		13,363
Portland General Electric Co. (Electric Utilities)		268		11,615
Post Holdings, Inc.* (Food Products)		134		11,800
PotlatchDeltic Corp. (Specialized REITs)		210		10,311
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		151		12,399
Primerica, Inc. (Insurance)		92		18,930
Progyny, Inc.*^(a) (Health Care Providers & Services)		221		8,217
Prosperity Bancshares, Inc. (Banks)		248		16,797
PVH Corp. (Textiles, Apparel & Luxury Goods)		160		19,539
Qualys, Inc.* (Software)		98		19,235
QuidelOrtho Corp.* (Health Care Equipment & Supplies)		130		9,581
R1 RCM, Inc.* (Health Care Providers & Services)		523		5,528
Rambus, Inc.* (Semiconductors & Semiconductor Equipment)		284		19,383
Range Resources Corp. (Oil, Gas & Consumable Fuels)		639		19,451
Rayonier, Inc. (Specialized REITs)		362		12,094
RBC Bearings, Inc.* (Machinery)		77		21,937
Regal Rexnord Corp. (Electrical Equipment)		176		26,051
Reinsurance Group of America, Inc. (Insurance)		175		28,312
Reliance Steel & Aluminum Co. (Metals & Mining)		152		42,512
RenaissanceRe Holdings, Ltd. (Insurance)		139		27,244
Repligen Corp.* (Life Sciences Tools & Services)		138		24,812
Rexford Industrial Realty, Inc. (Industrial REITs)		559		31,359
RH* (Specialty Retail)		41		11,951
RLI Corp. (Insurance)		107		14,244
Royal Gold, Inc. (Metals & Mining)		174		21,047
RPM International, Inc. (Chemicals)		341		38,066
Ryder System, Inc. (Ground Transportation)		117		13,462
Sabra Health Care REIT, Inc. (Health Care REITs)		613		8,748
Saia, Inc.* (Ground Transportation)		70		30,674
Science Applications International Corp. (Professional Services)		140		17,405
SEI Investments Co. (Capital Markets)		265		16,841
Selective Insurance Group, Inc. (Insurance)		160		15,917
Sensata Technologies Holding PLC (Electrical Equipment)		401		15,066
Service Corp. International (Diversified Consumer Services)		391		26,764
Shockwave Medical, Inc.* (Health Care Equipment & Supplies)		98		18,675
Silgan Holdings, Inc. (Containers & Packaging)		215		9,729
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		84		11,111
Simpson Manufacturing Co., Inc. (Building Products)		113		22,372
Skechers U.S.A., Inc.*—Class A (Textiles, Apparel & Luxury Goods)		353		22,006
SLM Corp. (Consumer Finance)		599		11,453
Sonoco Products Co. (Containers & Packaging)		260		14,526
Sotera Health Co.* (Life Sciences Tools & Services)		263		4,432
SouthState Corp. (Banks)		201		16,974
Southwest Gas Holdings, Inc. (Gas Utilities)		159		10,073
Southwestern Energy Co.* (Oil, Gas & Consumable Fuels)		2,916		19,100
Spire, Inc. (Gas Utilities)		140		8,728
Spirit Realty Capital, Inc. (Retail REITs)		374		16,340
Sprouts Farmers Market, Inc.* (Consumer Staples Distribution & Retail)		269		12,942
STAG Industrial, Inc. (Industrial REITs)		481		18,884
Starwood Property Trust, Inc.^(a) (Mortgage REITs)		788		16,564
Stericycle, Inc.* (Commercial Services & Supplies)		244		12,093
Stifel Financial Corp. (Capital Markets)		270		18,671
Sunrun, Inc.* (Electrical Equipment)		576		11,307
Super Micro Computer, Inc.* (Technology Hardware, Storage & Peripherals)		123		34,964
Synaptics, Inc.* (Semiconductors & Semiconductor Equipment)		104		11,864
Synovus Financial Corp. (Banks)		387		14,571
Taylor Morrison Home Corp.* (Household Durables)		284		15,151
TD SYNNEX Corp. (Electronic Equipment, Instruments & Components)		136		14,635
TEGNA, Inc. (Media)		523		8,002
Tempur Sealy International, Inc. (Household Durables)		456		23,242
Tenet Healthcare Corp.* (Health Care Providers & Services)		269		20,328
Teradata Corp.* (Software)		259		11,269
Terex Corp. (Machinery)		178		10,228
Tetra Tech, Inc. (Commercial Services & Supplies)		141		23,537
Texas Capital Bancshares, Inc.* (Banks)		127		8,208
Texas Roadhouse, Inc. (Hotels, Restaurants & Leisure)		177		21,636
The Boston Beer Co., Inc.*—Class A (Beverages)		25		8,640
The Brink's Co. (Commercial Services & Supplies)		119		10,466
The Carlyle Group, Inc. (Capital Markets)		573		23,314
The Chemours Co. (Chemicals)		393		12,395

See accompanying notes to financial statements.

192 :: ProFund VP UltraMid-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
The Gap, Inc. (Specialty Retail)		568	$	11,877
The Goodyear Tire & Rubber Co.* (Automobile Components)		752		10,769
The Hanover Insurance Group, Inc. (Insurance)		94		11,413
The Middleby Corp.* (Machinery)		142		20,898
The New York Times Co.—Class A (Media)		433		21,212
The Scotts Miracle-Gro Co. (Chemicals)		110		7,013
The Timken Co. (Machinery)		171		13,706
The Toro Co. (Machinery)		275		26,397
The Wendy's Co. (Hotels, Restaurants & Leisure)		443		8,630
The Western Union Co. (Financial Services)		965		11,503
Thor Industries, Inc. (Automobiles)		141		16,673
TKO Group Holdings, Inc. (Entertainment)		159		12,971
Toll Brothers, Inc. (Household Durables)		284		29,192
TopBuild Corp.* (Household Durables)		84		31,439
Travel + Leisure Co. (Hotels, Restaurants & Leisure)		192		7,505
Trex Co., Inc.* (Building Products)		287		23,761
UFP Industries, Inc. (Building Products)		163		20,465
UGI Corp. (Gas Utilities)		555		13,653
UMB Financial Corp. (Banks)		116		9,692
Under Armour, Inc.*—Class A (Textiles, Apparel & Luxury Goods)		501		4,404
Under Armour, Inc.*—Class C (Textiles, Apparel & Luxury Goods)		513		4,284
United Bankshares, Inc. (Banks)		357		13,405
United States Steel Corp. (Metals & Mining)		590		28,704
United Therapeutics Corp.* (Biotechnology)		124		27,266
Universal Display Corp. (Semiconductors & Semiconductor Equipment)		115		21,995
Unum Group (Insurance)		486		21,977
US Foods Holding Corp.* (Consumer Staples Distribution & Retail)		599		27,201
Vail Resorts, Inc. (Hotels, Restaurants & Leisure)		101		21,560
Valaris, Ltd.* (Energy Equipment & Services)		166		11,383
Valley National Bancorp (Banks)		1,129		12,261
Valmont Industries, Inc. (Construction & Engineering)		55		12,843
Valvoline, Inc.* (Specialty Retail)		367		13,792
Vishay Intertechnology, Inc. (Electronic Equipment, Instruments & Components)		334		8,006
Visteon Corp.* (Automobile Components)		74		9,243
Vistra Corp. (Independent Power and Renewable Electricity Producers)		889		34,244
Vontier Corp. (Electronic Equipment, Instruments & Components)		409		14,131
Vornado Realty Trust (Office REITs)		423		11,949
Voya Financial, Inc. (Financial Services)		276		20,137
Watsco, Inc. (Trading Companies & Distributors)		89		38,133
Watts Water Technologies, Inc.—Class A (Machinery)		73		15,209
Weatherford International PLC* (Energy Equipment & Services)		191		18,686
Webster Financial Corp. (Banks)		455		23,095
Werner Enterprises, Inc. (Ground Transportation)		167		7,076
WESCO International, Inc. (Trading Companies & Distributors)		116		20,170
Westlake Corp. (Chemicals)		85		11,897
WEX, Inc.* (Financial Services)		113		21,984
Williams-Sonoma, Inc. (Specialty Retail)		169		34,100
Wingstop, Inc. (Hotels, Restaurants & Leisure)		78		20,013
Wintrust Financial Corp. (Banks)		162		15,026
Wolfspeed, Inc.* (Semiconductors & Semiconductor Equipment)		332		14,445
Woodward, Inc. (Aerospace & Defense)		160		21,781
WP Carey, Inc. (Diversified REITs)		579		37,525
Wyndham Hotels & Resorts, Inc. (Hotels, Restaurants & Leisure)		220		17,690
XPO, Inc.* (Ground Transportation)		307		26,890
YETI Holdings, Inc.* (Leisure Products)		230		11,909
Ziff Davis, Inc.* (Interactive Media & Services)		122		8,197
ZoomInfo Technologies, Inc.* (Interactive Media & Services)		785		14,515
TOTAL COMMON STOCKS (Cost $3,919,641)				6,656,778

Repurchase Agreements^(b)(c) (39.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $4,230,432	$	4,228,000	$	4,228,000
TOTAL REPURCHASE AGREEMENTS (Cost $4,228,000)				4,228,000

Collateral for Securities Loaned^(d) (0.6%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(e)		69,697	$	69,697
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $69,697)				69,697
TOTAL INVESTMENT SECURITIES (Cost $8,217,338)—101.5%				10,954,475
Net other assets (liabilities)—(1.5)%				(163,211	)
NET ASSETS—100.0%			$	10,791,264

*	Non-income producing security.

^(a)	All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $66,880.

^(b)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2023, the aggregate amount held in a segregated account was $1,742,000.

^(c)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

^(d)	Securities were purchased with cash collateral held from securities on loan at December 31, 2023.

^(e)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.

^REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraMid-Cap :: 193

Futures Contracts Purchased

		Number of Contracts		Expiration Date		Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
E-Mini S&P MidCap 400 Futures Contracts		4		3/18/24		$	1,123,800			$	67,320

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
S&P MidCap 400	Goldman Sachs International	1/29/24		5.83	%	$	4,317,367	$	(43,053	)
SPDR S&P MidCap 400 ETF	Goldman Sachs International	1/29/24		5.60	%		3,468,231		(36,769	)
						$	7,785,598	$	(79,822	)
S&P MidCap 400	UBS AG	1/29/24		5.68	%	$	4,543,646	$	(43,621	)
SPDR S&P MidCap 400 ETF	UBS AG	1/29/24		5.63	%		1,475,643		(15,647	)
						$	6,019,289	$	(59,268	)
						$	13,804,887	$	(139,090	)

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

194 :: ProFund VP UltraMid-Cap :: Schedule of Portfolio Investments :: December 31, 2023

ProFund VP UltraMid-Cap invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Aerospace & Defense	$	79,520		0.7	%
Air Freight & Logistics		19,265		0.2	%
Automobile Components		100,301		0.9	%
Automobiles		29,051		0.3	%
Banks		381,572		3.5	%
Beverages		41,152		0.4	%
Biotechnology		102,918		1.0	%
Broadline Retail		31,679		0.3	%
Building Products		230,355		2.1	%
Capital Markets		183,833		1.7	%
Chemicals		158,698		1.5	%
Commercial Services & Supplies		85,851		0.8	%
Communications Equipment		33,702		0.3	%
Construction & Engineering		133,376		1.2	%
Construction Materials		28,588		0.3	%
Consumer Finance		47,183		0.4	%
Consumer Staples Distribution & Retail		102,922		1.0	%
Containers & Packaging		120,717		1.1	%
Diversified Consumer Services		61,761		0.6	%
Diversified REITs		37,525		0.3	%
Diversified Telecommunication Services		28,350		0.3	%
Electric Utilities		61,944		0.6	%
Electrical Equipment		105,963		1.0	%
Electronic Equipment, Instruments & Components		158,323		1.5	%
Energy Equipment & Services		66,313		0.6	%
Entertainment		12,971		0.1	%
Financial Services		122,486		1.1	%
Food Products		74,736		0.7	%
Gas Utilities		65,558		0.6	%
Ground Transportation		133,449		1.2	%
Health Care Equipment & Supplies		159,427		1.5	%
Health Care Providers & Services		139,545		1.3	%
Health Care REITs		62,240		0.6	%
Health Care Technology		8,777		0.1	%
Hotel & Resort REITs		8,507		0.1	%
Hotels, Restaurants & Leisure		236,474		2.2	%
Household Durables		128,516		1.2	%
Household Products		23,598		0.2	%
Independent Power and Renewable Electricity Producers		45,006		0.4	%
Industrial REITs		91,070		0.8	%
Insurance		298,198		2.8	%
Interactive Media & Services		22,712		0.2	%
IT Services		52,232		0.5	%
Leisure Products		60,552		0.6	%
Life Sciences Tools & Services		76,609		0.7	%
Machinery		323,295		3.0	%
Marine Transportation		12,243		0.1	%
Media		49,217		0.5	%
Metals & Mining		158,637		1.5	%
Mortgage REITs		42,210		0.4	%
Multi-Utilities		17,955		0.2	%
Office REITs		40,611		0.4	%
Oil, Gas & Consumable Fuels		270,702		2.5	%
Paper & Forest Products		11,970		0.1	%
Personal Care Products		31,610		0.3	%
Pharmaceuticals		31,971		0.3	%
Professional Services		193,456		1.8	%
Real Estate Management & Development		23,798		0.2	%
Residential REITs		57,460		0.5	%
Retail REITs		85,730		0.8	%
Semiconductors & Semiconductor Equipment		193,416		1.7	%
Software		169,152		1.6	%
Specialized REITs		127,583		1.2	%
Specialty Retail		265,024		2.4	%
Technology Hardware, Storage & Peripherals		34,964		0.3	%
Textiles, Apparel & Luxury Goods		140,683		1.3	%
Trading Companies & Distributors		96,728		0.9	%
Water Utilities		24,838		0.2	%
Other**		4,134,486		38.3	%
Total	$	10,791,264		100.0	%

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

^REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraNasdaq-100 :: 195

Common Stocks (67.3%)

	Shares		Value
Adobe, Inc.* (Software)		4,554	$	2,716,916
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		16,160		2,382,146
Airbnb, Inc.*—Class A (Hotels, Restaurants & Leisure)		4,349		592,073
Alphabet, Inc.*—Class A (Interactive Media & Services)		22,919		3,201,555
Alphabet, Inc.*—Class C (Interactive Media & Services)		22,172		3,124,700
Amazon.com, Inc.* (Broadline Retail)		40,021		6,080,791
American Electric Power Co., Inc. (Electric Utilities)		5,260		427,217
Amgen, Inc. (Biotechnology)		5,353		1,541,771
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		4,963		985,453
ANSYS, Inc.* (Software)		869		315,343
Apple, Inc. (Technology Hardware, Storage & Peripherals)		60,234		11,596,852
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		8,368		1,356,202
ASML Holding N.V.^NYS (Semiconductors & Semiconductor Equipment)		878		664,576
AstraZeneca PLC^ADR (Pharmaceuticals)		5,825		392,314
Atlassian Corp.*—Class A (Software)		1,551		368,921
Autodesk, Inc.* (Software)		2,138		520,560
Automatic Data Processing, Inc. (Professional Services)		4,115		958,671
Baker Hughes Co. (Energy Equipment & Services)		10,065		344,022
Biogen, Inc.* (Biotechnology)		1,449		374,958
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		349		1,237,980
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		4,672		5,215,120
Cadence Design Systems, Inc.* (Software)		2,721		741,119
CDW Corp. (Electronic Equipment, Instruments & Components)		1,340		304,609
Charter Communications, Inc.*—Class A (Media)		1,480		575,246
Cintas Corp. (Commercial Services & Supplies)		1,019		614,111
Cisco Systems, Inc. (Communications Equipment)		40,646		2,053,436
Coca-Cola Europacific Partners PLC (Beverages)		4,569		304,935
Cognizant Technology Solutions Corp.—Class A (IT Services)		5,016		378,858
Comcast Corp.—Class A (Media)		40,168		1,761,368
Constellation Energy Corp. (Electric Utilities)		3,195		373,464
Copart, Inc.* (Commercial Services & Supplies)		9,605		470,645
CoStar Group, Inc.* (Real Estate Management & Development)		4,085		356,988
Costco Wholesale Corp. (Consumer Staples Distribution & Retail)		4,429		2,923,494
Crowdstrike Holdings, Inc.*—Class A (Software)		2,277		581,364
CSX Corp. (Ground Transportation)		19,767		685,322
Datadog, Inc.*—Class A (Software)		3,022		366,810
Dexcom, Inc.* (Health Care Equipment & Supplies)		3,865		479,608
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)		1,790		277,593
Dollar Tree, Inc.* (Consumer Staples Distribution & Retail)		2,179		309,527
DoorDash, Inc.*—Class A (Hotels, Restaurants & Leisure)		3,708		366,684
Electronic Arts, Inc. (Entertainment)		2,692		368,293
Exelon Corp. (Electric Utilities)		9,957		357,456
Fastenal Co. (Trading Companies & Distributors)		5,716		370,225
Fortinet, Inc.* (Software)		7,683		449,686
GE HealthCare Technologies, Inc. (Health Care Equipment & Supplies)		4,554		352,115
Gilead Sciences, Inc. (Biotechnology)		12,464		1,009,709
GLOBALFOUNDRIES, Inc.*^(a) (Semiconductors & Semiconductor Equipment)		5,479		332,027
Honeywell International, Inc. (Industrial Conglomerates)		6,594		1,382,828
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		831		461,247
Illumina, Inc.* (Life Sciences Tools & Services)		1,588		221,113
Intel Corp. (Semiconductors & Semiconductor Equipment)		42,172		2,119,143
Intuit, Inc. (Software)		2,800		1,750,084
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		3,522		1,188,182
Keurig Dr Pepper, Inc. (Beverages)		13,987		466,047
KLA Corp. (Semiconductors & Semiconductor Equipment)		1,360		790,568
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		1,318		1,032,337
Lululemon Athletica, Inc.* (Textiles, Apparel & Luxury Goods)		1,215		621,217
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		2,938		662,548
Marvell Technology, Inc. (Semiconductors & Semiconductor Equipment)		8,630		520,475
MercadoLibre, Inc.* (Broadline Retail)		506		795,199
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		13,675		4,840,403
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		5,412		488,054
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		11,040		942,154
Microsoft Corp. (Software)		28,783		10,823,559
Moderna, Inc.* (Biotechnology)		3,814		379,302
Mondelez International, Inc.—Class A (Food Products)		13,613		985,989
MongoDB, Inc.* (IT Services)		714		291,919
Monster Beverage Corp.* (Beverages)		10,407		599,547
Netflix, Inc.* (Entertainment)		4,378		2,131,560
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		9,566		4,737,275

See accompanying notes to financial statements.

196 :: ProFund VP UltraNasdaq-100 :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		2,578	$	592,115
Old Dominion Freight Line, Inc. (Ground Transportation)		1,091		442,215
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		4,308		359,847
O’Reilly Automotive, Inc.* (Specialty Retail)		592		562,447
PACCAR, Inc. (Machinery)		5,232		510,905
Palo Alto Networks, Inc.* (Software)		3,154		930,052
Paychex, Inc. (Professional Services)		3,613		430,344
PayPal Holdings, Inc.* (Financial Services)		10,784		662,245
PDD Holdings, Inc.*^ADR (Broadline Retail)		6,681		977,497
PepsiCo, Inc. (Beverages)		13,752		2,335,640
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		11,133		1,610,166
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		1,072		941,527
Roper Technologies, Inc. (Software)		1,069		582,787
Ross Stores, Inc. (Specialty Retail)		3,387		468,727
Sirius XM Holdings, Inc.^(a) (Media)		38,400		210,048
Splunk, Inc.* (Software)		1,685		256,710
Starbucks Corp. (Hotels, Restaurants & Leisure)		11,370		1,091,634
Synopsys, Inc.* (Software)		1,521		783,178
Take-Two Interactive Software, Inc.* (Entertainment)		1,701		273,776
Tesla, Inc.* (Automobiles)		18,635		4,630,425
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		9,085		1,548,629
The Kraft Heinz Co. (Food Products)		12,269		453,708
The Trade Desk, Inc.*—Class A (Media)		4,464		321,229
T-Mobile U.S., Inc. (Wireless Telecommunication Services)		11,568		1,854,697
Verisk Analytics, Inc. (Professional Services)		1,450		346,347
Vertex Pharmaceuticals, Inc.* (Biotechnology)		2,578		1,048,962
Walgreens Boots Alliance, Inc. (Consumer Staples Distribution & Retail)		8,642		225,643
Warner Bros. Discovery, Inc.* (Entertainment)		24,392		277,581
Workday, Inc.*—Class A (Software)		2,091		577,241
Xcel Energy, Inc. (Electric Utilities)		5,520		341,743
Zscaler, Inc.* (Software)		1,484		328,795
TOTAL COMMON STOCKS (Cost $52,970,929)				125,770,443

Repurchase Agreements^(b)(c) (33.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $62,079,684	$	62,044,000	$	62,044,000
TOTAL REPURCHASE AGREEMENTS (Cost $62,044,000)				62,044,000

Collateral for Securities Loaned^(d) (0.3%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 5.28%^(e)		564,539	$	564,539
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $564,539)				564,539
TOTAL INVESTMENT SECURITIES (Cost $115,579,468)—100.8%				188,378,982
Net other assets (liabilities)—(0.8)%				(1,446,084	)
NET ASSETS—100.0%			$	186,932,898

Non-income producing security.

^(a)

All or part of this security was on loan as of December 31, 2023. The total value of securities on loan as of December 31, 2023 was $542,009.

^(b)

^(c)

^(d)

Securities were purchased with cash collateral held from securities on loan at December 31, 2023.

^(e)

Rate periodically changes. Rate disclosed is the daily yield on December 31, 2023.

^ADR

American Depositary Receipt

^NYS

New York Shares

Futures Contracts Purchased

		Number of Contracts		Expiration Date		Notional Amount				Value and Unrealized Appreciation/ (Depreciation)
E-Mini Nasdaq-100 Futures Contracts		50		3/18/24		$	17,023,500			$	911,679

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraNasdaq-100 :: 197

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Invesco QQQ Trust, Series 1 ETF	Goldman Sachs International	1/29/24		5.73	%	$	48,078,273	$	(247,821	)
Nasdaq-100 Index	Goldman Sachs International	1/29/24		5.93	%		99,803,004		(538,564	)
						$	147,881,277	$	(786,385	)
Invesco QQQ Trust, Series 1 ETF	UBS AG	1/29/24		5.73	%	$	19,247,179	$	(99,215	)
Nasdaq-100 Index	UBS AG	1/29/24		6.13	%		62,567,221		(318,615	)
						$	81,814,400	$	(417,830	)
						$	229,695,677	$	(1,204,215	)

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

ProFund VP UltraNasdaq-100 invested in the following industries as of December 31, 2023:

	Value		% of Net Assets
Automobiles	$	4,630,425		2.5	%
Beverages		3,706,169		2.0	%
Biotechnology		5,296,229		2.8	%
Broadline Retail		7,853,487		4.2	%
Commercial Services & Supplies		1,084,756		0.6	%
Communications Equipment		2,053,436		1.1	%
Consumer Staples Distribution & Retail		3,458,664		1.9	%
Electric Utilities		1,499,880		0.8	%
Electronic Equipment, Instruments & Components		304,609		0.2	%
Energy Equipment & Services		344,022		0.2	%
Entertainment		3,051,210		1.6	%
Financial Services		662,245		0.4	%
Food Products		1,439,697		0.8	%
Ground Transportation		1,127,537		0.6	%
Health Care Equipment & Supplies		2,481,152		1.3	%
Hotels, Restaurants & Leisure		3,950,919		2.1	%
Industrial Conglomerates		1,382,828		0.7	%
Interactive Media & Services		11,166,658		6.0	%
IT Services		670,777		0.4	%
Life Sciences Tools & Services		221,113		0.1	%
Machinery		510,905		0.3	%
Media		2,867,891		1.5	%
Oil, Gas & Consumable Fuels		277,593		0.1	%
Pharmaceuticals		392,314		0.2	%
Professional Services		1,735,362		0.9	%
Real Estate Management & Development		356,988		0.2	%
Semiconductors & Semiconductor Equipment		25,676,287		13.7	%
Software		22,093,125		11.8	%
Specialty Retail		1,031,174		0.6	%
Technology Hardware, Storage & Peripherals		11,596,852		6.2	%
Textiles, Apparel & Luxury Goods		621,217		0.3	%
Trading Companies & Distributors		370,225		0.2	%
Wireless Telecommunication Services		1,854,697		1.0	%
Other**		61,162,455		32.7	%
Total	$	186,932,898		100.0	%

Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

198 :: ProFund VP UltraShort Dow 30 :: Schedule of Portfolio Investments :: December 31, 2023

Repurchase Agreement (60.0%)^(a)

	Principal Amount		Value
Repurchase Agreements with UMB Financial Corp., 5.07%, dated 12/29/2023, due 1/2/24, total to be received $2,001	$	2,000	$	2,000
TOTAL REPURCHASE AGREEMENTS (Cost $2,000)				2,000
TOTAL INVESTMENT SECURITIES (Cost $2,000)—60.0%				2,000
Net other assets (liabilities)—40.0%				1,336
NET ASSETS—100.0%			$	3,336

^(a)

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
Dow Jones Industrial Average	Goldman Sachs International	1/29/24		(5.68	)%	$	(3,982	)	$	(2	)
Dow Jones Industrial Average	UBS AG	1/29/24		(5.18	)%		(2,687	)		(2	)
						$	(6,669	)	$	(4	)

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraShort Nasdaq-100 :: 199

Repurchase Agreements^(a)(b) (96.9%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 5.07%–5.23%, dated 12/29/2023, due 1/2/24, total to be received $595,342	$	595,000	$	595,000
TOTAL REPURCHASE AGREEMENTS (Cost $595,000)				595,000
TOTAL INVESTMENT SECURITIES (Cost $595,000)—96.9%				595,000
Net other assets (liabilities)—3.1%				19,322
NET ASSETS—100.0%			$	614,322

^(a)

^(b)

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date⁽¹⁾	Rate Paid (Received)⁽²⁾			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
Nasdaq-100 Index	Goldman Sachs International	1/29/24		(5.68	)%	$	(251,906	)	$	1,017
Nasdaq-100 Index	UBS AG	1/29/24		(5.48	)%		(980,057	)		4,955
						$	(1,231,963	)	$	5,972

⁽¹⁾

Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾

See accompanying notes to financial statements.

200 :: ProFund VP UltraSmall-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks (69.1%)

	Shares		Value
1-800-Flowers.com, Inc.*—Class A (Specialty Retail)		121	$	1,304
1st Source Corp. (Banks)		76		4,176
23andMe Holding Co.*—Class A (Health Care Providers & Services)		1,411		1,289
2seventy bio, Inc.* (Biotechnology)		233		995
2U, Inc.* (Diversified Consumer Services)		372		458
374Water, Inc.* (Machinery)		286		406
3D Systems Corp.* (Machinery)		606		3,848
4D Molecular Therapeutics, Inc.* (Biotechnology)		185		3,748
5E Advanced Materials, Inc.* (Metals & Mining)		182		257
89bio, Inc.* (Biotechnology)		297		3,317
8x8, Inc.* (Software)		557		2,105
908 Devices, Inc.* (Electronic Equipment, Instruments & Components)		102		1,144
A10 Networks, Inc. (Software)		328		4,320
Aadi Bioscience, Inc.* (Biotechnology)		75		152
AAON, Inc. (Building Products)		314		23,195
AAR Corp.* (Aerospace & Defense)		157		9,797
Aaron’s Co., Inc. (The) (Specialty Retail)		140		1,523
Abercrombie & Fitch Co.* (Specialty Retail)		226		19,938
ABM Industries, Inc. (Commercial Services & Supplies)		307		13,762
Acacia Research Corp.* (Financial Services)		176		690
Academy Sports & Outdoors, Inc. (Specialty Retail)		335		22,111
ACADIA Pharmaceuticals, Inc.* (Biotechnology)		562		17,596
Acadia Realty Trust (Retail REITs)		433		7,357
Accel Entertainment, Inc.* (Hotels, Restaurants & Leisure)		247		2,537
ACCO Brands Corp. (Commercial Services & Supplies)		428		2,602
Accolade, Inc.* (Health Care Providers & Services)		314		3,771
Accuray, Inc.* (Health Care Equipment & Supplies)		437		1,237
ACELYRIN, Inc.* (Biotechnology)		154		1,149
ACI Worldwide, Inc.* (Software)		503		15,392
Aclaris Therapeutics, Inc.* (Pharmaceuticals)		322		338
ACM Research, Inc.*—Class A (Semiconductors & Semiconductor Equipment)		223		4,357
ACNB Corp. (Banks)		39		1,746
Acrivon Therapeutics, Inc.* (Biotechnology)		40		197
Actinium Pharmaceuticals, Inc.* (Biotechnology)		126		640
Acushnet Holdings Corp. (Leisure Products)		143		9,033
ACV Auctions, Inc.*—Class A (Commercial Services & Supplies)		589		8,923
AdaptHealth Corp.* (Health Care Providers & Services)		444		3,237
Adaptive Biotechnologies Corp.* (Life Sciences Tools & Services)		526		2,577
Addus HomeCare Corp.* (Health Care Providers & Services)		73		6,778
Adeia, Inc. (Software)		496		6,145
Adicet Bio, Inc.* (Biotechnology)		141		266
Adient PLC* (Automobile Components)		435		15,817
ADMA Biologics, Inc.* (Biotechnology)		988		4,466
Adtalem Global Education, Inc.* (Diversified Consumer Services)		184		10,847
ADTRAN Holdings, Inc. (Communications Equipment)		362		2,657
Advanced Energy Industries, Inc. (Electronic Equipment, Instruments & Components)		174		18,952
AdvanSix, Inc. (Chemicals)		121		3,625
Advantage Solutions, Inc.* (Media)		403		1,459
Aehr Test Systems* (Semiconductors & Semiconductor Equipment)		128		3,396
Aerovate Therapeutics, Inc.* (Biotechnology)		52		1,177
AeroVironment, Inc.* (Aerospace & Defense)		121		15,251
AerSale Corp.* (Aerospace & Defense)		119		1,511
Aeva Technologies, Inc.* (Electronic Equipment, Instruments & Components)		373		283
AFC Gamma, Inc. (Mortgage REITs)		76		914
Agenus, Inc.* (Biotechnology)		1,766		1,462
Agiliti, Inc.* (Health Care Providers & Services)		137		1,085
Agilysys, Inc.* (Software)		93		7,888
Agios Pharmaceuticals, Inc.* (Biotechnology)		257		5,723
Air Transport Services Group, Inc.* (Air Freight & Logistics)		261		4,596
AirSculpt Technologies, Inc.*^(a) (Health Care Providers & Services)		56		419
Akero Therapeutics, Inc.* (Biotechnology)		238		5,557
Akoustis Technologies, Inc.* (Electronic Equipment, Instruments & Components)		324		270
Akoya Biosciences, Inc.* (Life Sciences Tools & Services)		107		522
Alamo Group, Inc. (Machinery)		47		9,879
Alarm.com Holdings, Inc.* (Software)		222		14,346
Albany International Corp. (Machinery)		145		14,242
Aldeyra Therapeutics, Inc.* (Biotechnology)		216		758
Alector, Inc.* (Biotechnology)		294		2,346
Alerus Financial Corp. (Financial Services)		83		1,858
Alexander & Baldwin, Inc. (Diversified REITs)		336		6,391
Alexander’s, Inc. (Retail REITs)		10		2,136
Alico, Inc. (Food Products)		33		960
Alight, Inc.*—Class A (Professional Services)		1,922		16,395
Alignment Healthcare, Inc.* (Health Care Providers & Services)		394		3,392
Alkami Technology, Inc.* (Software)		186		4,511
Alkermes PLC* (Biotechnology)		769		21,332
Allakos, Inc.* (Biotechnology)		308		841
Allbirds, Inc.*—Class A (Textiles, Apparel & Luxury Goods)		449		550
Allegiant Travel Co. (Passenger Airlines)		73		6,031
ALLETE, Inc. (Electric Utilities)		268		16,391
Allient, Inc. (Electrical Equipment)		60		1,813
Allogene Therapeutics, Inc.* (Biotechnology)		438		1,406
Allovir, Inc.* (Biotechnology)		236		160
Alpha & Omega Semiconductor, Ltd.* (Semiconductors & Semiconductor Equipment)		108		2,814
Alpha Metallurgical Resources, Inc. (Metals & Mining)		54		18,302
Alphatec Holdings, Inc.* (Health Care Equipment & Supplies)		427		6,452

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraSmall-Cap :: 201

Common Stocks, continued

	Shares		Value
Alpine Immune Sciences, Inc.* (Biotechnology)		151	$	2,878
Alpine Income Property Trust, Inc. (Diversified REITs)		59		998
Alta Equipment Group, Inc. (Trading Companies & Distributors)		107		1,324
Altair Engineering, Inc.*—Class A (Software)		252		21,206
AlTi Global, Inc.* (Capital Markets)		106		929
Altimmune, Inc.* (Biotechnology)		245		2,756
Altus Power, Inc.* (Independent Power and Renewable Electricity Producers)		296		2,022
ALX Oncology Holdings, Inc.* (Biotechnology)		125		1,861
Amalgamated Financial Corp. (Banks)		82		2,209
A-Mark Precious Metals, Inc. (Financial Services)		88		2,662
Ambac Financial Group, Inc.* (Insurance)		205		3,378
Ambarella, Inc.* (Semiconductors & Semiconductor Equipment)		176		10,787
AMC Networks, Inc.*—Class A (Media)		143		2,687
Amerant Bancorp, Inc. (Banks)		120		2,948
Ameresco, Inc.*—Class A (Construction & Engineering)		149		4,719
American Assets Trust, Inc. (Diversified REITs)		226		5,087
American Axle & Manufacturing Holdings, Inc.* (Automobile Components)		529		4,660
American Coastal Insurance Corp.* (Insurance)		91		861
American Eagle Outfitters, Inc. (Specialty Retail)		847		17,923
American Equity Investment Life Holding Co.* (Insurance)		365		20,367
American National Bankshares, Inc. (Banks)		48		2,340
American Realty Investors, Inc.* (Real Estate Management & Development)		7		122
American Software, Inc.—Class A (Software)		150		1,695
American States Water Co. (Water Utilities)		172		13,832
American Vanguard Corp. (Chemicals)		125		1,371
American Well Corp.*—Class A (Health Care Technology)		1,150		1,714
American Woodmark Corp.* (Building Products)		76		7,057
America’s Car-Mart, Inc.* (Specialty Retail)		27		2,046
Ameris Bancorp (Banks)		307		16,286
AMERISAFE, Inc. (Insurance)		88		4,117
Ames National Corp. (Banks)		40		854
Amicus Therapeutics, Inc.* (Biotechnology)		1,317		18,688
Amkor Technology, Inc. (Semiconductors & Semiconductor Equipment)		522		17,367
AMMO, Inc.* (Leisure Products)		418		878
AMN Healthcare Services, Inc.* (Health Care Providers & Services)		177		13,254
Amneal Pharmaceuticals, Inc.* (Pharmaceuticals)		565		3,430
Amphastar Pharmaceuticals, Inc.* (Pharmaceuticals)		179		11,071
Amplify Energy Corp.* (Oil, Gas & Consumable Fuels)		168		996
Amplitude, Inc.*—Class A (Software)		314		3,994
Amprius Technologies, Inc.* (Electrical Equipment)		25		132
Amylyx Pharmaceuticals, Inc.* (Pharmaceuticals)		235		3,459
AnaptysBio, Inc.* (Biotechnology)		87		1,864
Anavex Life Sciences Corp.*^(a) (Biotechnology)		335		3,119
Angel Oak Mortgage REIT, Inc. (Mortgage REITs)		55		583
AngioDynamics, Inc.* (Health Care Equipment & Supplies)		178		1,396
ANI Pharmaceuticals, Inc.* (Pharmaceuticals)		67		3,694
Anika Therapeutics, Inc.* (Biotechnology)		68		1,541
Annexon, Inc.* (Biotechnology)		212		962
Anterix, Inc.* (Diversified Telecommunication Services)		60		1,999
Anywhere Real Estate, Inc.* (Real Estate Management & Development)		500		4,055
Apartment Investment and Management Co.* (Residential REITs)		678		5,309
API Group Corp.* (Construction & Engineering)		970		33,561
Apogee Enterprises, Inc. (Building Products)		102		5,448
Apogee Therapeutics, Inc.* (Biotechnology)		95		2,654
Apollo Commercial Real Estate Finance, Inc. (Mortgage REITs)		658		7,725
Apollo Medical Holdings, Inc.* (Health Care Providers & Services)		199		7,622
Appfolio, Inc.*—Class A (Software)		89		15,418
Appian Corp.*—Class A (Software)		190		7,155
Apple Hospitality REIT, Inc. (Hotel & Resort REITs)		1,000		16,610
Applied Digital Corp.*^(a) (IT Services)		380		2,561
Applied Industrial Technologies, Inc. (Trading Companies & Distributors)		179		30,912
Arbor Realty Trust, Inc.^(a) (Mortgage REITs)		854		12,964
Arbutus Biopharma Corp.* (Biotechnology)		587		1,468
ArcBest Corp. (Ground Transportation)		110		13,222
Arcellx, Inc.* (Biotechnology)		178		9,879
Arch Resources, Inc. (Metals & Mining)		83		13,773
Archer Aviation, Inc.*^(a)—Class A (Aerospace & Defense)		707		4,341
Archrock, Inc. (Energy Equipment & Services)		645		9,933
Arcosa, Inc. (Construction & Engineering)		225		18,594
Arcturus Therapeutics Holdings, Inc.* (Biotechnology)		108		3,405
Arcus Biosciences, Inc.* (Biotechnology)		249		4,756
Arcutis Biotherapeutics, Inc.* (Biotechnology)		367		1,185
Ardelyx, Inc.* (Biotechnology)		1,069		6,628
Ardmore Shipping Corp. (Oil, Gas & Consumable Fuels)		194		2,733
Ares Commercial Real Estate Corp. (Mortgage REITs)		241		2,497
Argan, Inc. (Construction & Engineering)		59		2,761
Aris Water Solutions, Inc.—Class A (Commercial Services & Supplies)		139		1,166
Arko Corp. (Specialty Retail)		377		3,110
Arlo Technologies, Inc.* (Electronic Equipment, Instruments & Components)		415		3,951
Armada Hoffler Properties, Inc. (Diversified REITs)		312		3,859
ARMOUR Residential REIT, Inc. (Mortgage REITs)		228		4,405

See accompanying notes to financial statements.

202 :: ProFund VP UltraSmall-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Array Technologies, Inc.* (Electrical Equipment)		702	$	11,794
Arrow Financial Corp. (Banks)		68		1,900
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		469		14,351
ARS Pharmaceuticals, Inc.* (Biotechnology)		114		625
Artesian Resources Corp.—Class A (Water Utilities)		42		1,741
Artisan Partners Asset Management, Inc.—Class A (Capital Markets)		285		12,591
Artivion, Inc.* (Health Care Equipment & Supplies)		183		3,272
Arvinas, Inc.* (Pharmaceuticals)		228		9,384
Asana, Inc.*—Class A (Software)		377		7,167
Asbury Automotive Group, Inc.* (Specialty Retail)		96		21,598
ASGN, Inc.* (Professional Services)		219		21,060
Aspen Aerogels, Inc.* (Chemicals)		237		3,740
Assertio Holdings, Inc.* (Pharmaceuticals)		411		440
AssetMark Financial Holdings, Inc.* (Capital Markets)		102		3,055
Associated Banc-Corp. (Banks)		702		15,016
AST SpaceMobile, Inc.* (Diversified Telecommunication Services)		373		2,249
Astec Industries, Inc. (Machinery)		105		3,906
Astria Therapeutics, Inc.* (Biotechnology)		153		1,175
Astronics Corp.* (Aerospace & Defense)		122		2,125
Asure Software, Inc.* (Professional Services)		106		1,009
Atara Biotherapeutics, Inc.* (Biotechnology)		449		230
Atea Pharmaceuticals, Inc.* (Pharmaceuticals)		355		1,083
ATI, Inc.* (Metals & Mining)		598		27,190
Atkore, Inc.* (Electrical Equipment)		176		28,161
Atlanta Braves Holdings, Inc.* (Entertainment)		211		8,352
Atlanta Braves Holdings, Inc.* (Entertainment)		47		2,011
Atlantic Union Bankshares Corp. (Banks)		348		12,716
Atlanticus Holdings Corp.* (Consumer Finance)		21		812
Atlas Energy Solutions, Inc. (Energy Equipment & Services)		83		1,429
Atmus Filtration Technologies, Inc.* (Automobile Components)		76		1,785
ATN International, Inc. (Diversified Telecommunication Services)		50		1,949
Atomera, Inc.* (Semiconductors & Semiconductor Equipment)		104		729
AtriCure, Inc.* (Health Care Equipment & Supplies)		216		7,709
Atrion Corp. (Health Care Equipment & Supplies)		6		2,273
Aura Biosciences, Inc.* (Biotechnology)		129		1,143
Aurinia Pharmaceuticals, Inc.* (Biotechnology)		628		5,646
Aurora Innovation, Inc.* (Software)		1,569		6,857
Avanos Medical, Inc.* (Health Care Equipment & Supplies)		214		4,800
Aveanna Healthcare Holdings, Inc.* (Health Care Providers & Services)		235		630
AvePoint, Inc.* (Software)		689		5,657
Aviat Networks, Inc.* (Communications Equipment)		53		1,731
Avid Bioservices, Inc.* (Biotechnology)		288		1,872
Avidity Biosciences, Inc.* (Biotechnology)		343		3,104
AvidXchange Holdings, Inc.* (Financial Services)		693		8,586
Avient Corp. (Chemicals)		419		17,418
Avista Corp. (Multi-Utilities)		356		12,723
Avita Medical, Inc.* (Biotechnology)		117		1,605
Axcelis Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		151		19,583
Axogen, Inc.* (Health Care Equipment & Supplies)		188		1,284
Axonics, Inc.* (Health Care Equipment & Supplies)		231		14,375
Axos Financial, Inc.* (Banks)		258		14,087
Axsome Therapeutics, Inc.* (Pharmaceuticals)		165		13,132
AZZ, Inc. (Building Products)		115		6,680
B Riley Financial, Inc.^(a) (Capital Markets)		95		1,994
B&G Foods, Inc. (Food Products)		330		3,465
Babcock & Wilcox Enterprises, Inc.* (Electrical Equipment)		273		399
Badger Meter, Inc. (Electronic Equipment, Instruments & Components)		136		20,994
Bakkt Holdings, Inc.* (Capital Markets)		330		736
Balchem Corp. (Chemicals)		148		22,014
Bally’s Corp.* (Hotels, Restaurants & Leisure)		137		1,910
Banc of California, Inc. (Banks)		609		8,179
BancFirst Corp. (Banks)		102		9,928
Banco Latinoamericano de Comercio Exterior S.A.—Class E (Financial Services)		128		3,167
Bandwidth, Inc.*—Class A (Diversified Telecommunication Services)		109		1,577
Bank First Corp. (Banks)		43		3,726
Bank of Hawaii Corp. (Banks)		182		13,188
Bank of Marin Bancorp (Banks)		73		1,607
Bank7 Corp. (Banks)		17		465
BankUnited, Inc. (Banks)		345		11,188
Bankwell Financial Group, Inc. (Banks)		27		815
Banner Corp. (Banks)		159		8,516
Bar Harbor Bankshares (Banks)		69		2,026
BARK, Inc.* (Specialty Retail)		619		499
Barnes Group, Inc. (Machinery)		227		7,407
Barrett Business Services, Inc. (Professional Services)		31		3,590
BayCom Corp. (Banks)		52		1,227
BCB Bancorp, Inc. (Banks)		70		900
Beacon Roofing Supply, Inc.* (Trading Companies & Distributors)		269		23,408
Beam Therapeutics, Inc.* (Biotechnology)		336		9,146
Beazer Homes USA, Inc.* (Household Durables)		137		4,629
Bel Fuse, Inc.—Class B (Electronic Equipment, Instruments & Components)		49		3,272
Belden, Inc. (Electronic Equipment, Instruments & Components)		197		15,218
BellRing Brands, Inc.* (Personal Care Products)		612		33,923
Benchmark Electronics, Inc. (Electronic Equipment, Instruments & Components)		164		4,533
Benson Hill, Inc.* (Food Products)		803		140
Berkshire Hills Bancorp, Inc. (Banks)		202		5,016
Berry Corp. (Oil, Gas & Consumable Fuels)		349		2,453
Beyond Air, Inc.* (Health Care Equipment & Supplies)		125		245

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraSmall-Cap :: 203

Common Stocks, continued

	Shares		Value
Beyond Meat, Inc.*^(a) (Food Products)		275	$	2,448
Beyond, Inc.* (Specialty Retail)		209		5,787
BGC Group, Inc.—Class A (Capital Markets)		1,661		11,992
Big 5 Sporting Goods Corp. (Specialty Retail)		100		634
Big Lots, Inc. (Broadline Retail)		132		1,028
BigBear.ai Holdings, Inc.* (IT Services)		136		291
BigCommerce Holdings, Inc.*—Class 1 (IT Services)		312		3,036
Biglari Holdings, Inc.*—Class B (Hotels, Restaurants & Leisure)		3		495
BioAtla, Inc.* (Biotechnology)		205		504
BioCryst Pharmaceuticals, Inc.* (Biotechnology)		878		5,259
Biohaven, Ltd.* (Biotechnology)		317		13,568
BioLife Solutions, Inc.* (Life Sciences Tools & Services)		161		2,616
Biomea Fusion, Inc.*^(a) (Biotechnology)		92		1,336
Biote Corp.*—Class A (Pharmaceuticals)		65		321
BioVie, Inc.* (Biotechnology)		56		71
Bioxcel Therapeutics, Inc.*^(a) (Biotechnology)		94		277
Bit Digital, Inc.* (Software)		408		1,726
BJ's Restaurants, Inc.* (Hotels, Restaurants & Leisure)		106		3,817
Black Hills Corp. (Multi-Utilities)		313		16,887
Blackbaud, Inc.* (Software)		202		17,513
Blackline, Inc.* (Software)		264		16,484
BlackSky Technology, Inc.* (Professional Services)		554		776
Blackstone Mortgage Trust, Inc.^(a)—Class A (Mortgage REITs)		799		16,994
Blade Air Mobility, Inc.* (Passenger Airlines)		279		985
Blink Charging Co.* (Electrical Equipment)		252		854
Bloom Energy Corp.*—Class A (Electrical Equipment)		893		13,216
Bloomin' Brands, Inc. (Hotels, Restaurants & Leisure)		406		11,429
Blue Bird Corp.* (Machinery)		117		3,154
Blue Foundry Bancorp* (Banks)		105		1,015
Blue Ridge Bankshares, Inc. (Banks)		83		251
Bluebird Bio, Inc.* (Biotechnology)		496		684
Bluegreen Vacations Holding Corp. (Hotels, Restaurants & Leisure)		50		3,756
BlueLinx Holdings, Inc.* (Trading Companies & Distributors)		39		4,419
Blueprint Medicines Corp.* (Biotechnology)		282		26,012
Bluerock Homes Trust, Inc. (Residential REITs)		1		10
Boise Cascade Co. (Trading Companies & Distributors)		184		23,802
Boot Barn Holdings, Inc.* (Specialty Retail)		138		10,593
Borr Drilling, Ltd.* (Energy Equipment & Services)		1,019		7,500
Boston Omaha Corp.*—Class A (Media)		109		1,715
Bowlero Corp.*^(a)—Class A (Hotels, Restaurants & Leisure)		78		1,104
Bowman Consulting Group, Ltd.* (Construction & Engineering)		50		1,776
Box, Inc.*—Class A (Software)		654		16,749
Braemar Hotels & Resorts, Inc. (Hotel & Resort REITs)		304		760
Brandywine Realty Trust (Office REITs)		789		4,261
Braze, Inc.*—Class A (Software)		243		12,911
BRC, Inc.*—Class A (Food Products)		181		657
Bread Financial Holdings, Inc. (Consumer Finance)		230		7,576
Bridgebio Pharma, Inc.* (Biotechnology)		531		21,436
Bridgewater Bancshares, Inc.* (Banks)		95		1,284
Bright Green Corp.* (Pharmaceuticals)		288		95
Brightcove, Inc.* (IT Services)		202		523
Brightsphere Investment Group, Inc. (Capital Markets)		151		2,893
BrightSpire Capital, Inc. (Mortgage REITs)		597		4,442
BrightView Holdings, Inc.* (Commercial Services & Supplies)		192		1,617
Brinker International, Inc.* (Hotels, Restaurants & Leisure)		203		8,766
Bristow Group, Inc.* (Energy Equipment & Services)		110		3,110
Broadstone Net Lease, Inc. (Diversified REITs)		872		15,016
Brookdale Senior Living, Inc.* (Health Care Providers & Services)		864		5,028
Brookfield Business Corp.—Class A (Industrial Conglomerates)		121		2,817
Brookfield Infrastructure Corp.—Class A (Gas Utilities)		556		19,616
Brookline Bancorp, Inc. (Banks)		405		4,419
BRP Group, Inc.*—Class A (Insurance)		279		6,702
BRT Apartments Corp. (Residential REITs)		54		1,004
Build-A-Bear Workshop, Inc. (Specialty Retail)		61		1,402
Bumble, Inc.*—Class A (Interactive Media & Services)		469		6,913
Burke & Herbert Financial Services Corp. (Banks)		30		1,887
Business First Bancshares, Inc. (Banks)		111		2,736
Butterfly Network, Inc.* (Health Care Equipment & Supplies)		657		710
Byline Bancorp, Inc. (Banks)		115		2,709
C&F Financial Corp. (Banks)		15		1,023
C3.ai, Inc.*^(a)—Class A (Software)		377		10,824
Cabaletta Bio, Inc.* (Biotechnology)		160		3,632
Cabot Corp. (Chemicals)		257		21,460
Cactus, Inc.—Class A (Energy Equipment & Services)		300		13,620
Cadence Bank (Banks)		845		25,003
Cadiz, Inc.* (Water Utilities)		188		526
Cadre Holdings, Inc. (Aerospace & Defense)		90		2,960
Calavo Growers, Inc. (Food Products)		80		2,353
Caledonia Mining Corp. PLC (Metals & Mining)		76		927
Caleres, Inc. (Specialty Retail)		158		4,855
California Resources Corp. (Oil, Gas & Consumable Fuels)		323		17,662
California Water Service Group (Water Utilities)		268		13,902
Calix, Inc.* (Communications Equipment)		273		11,927
Callon Petroleum Co.* (Oil, Gas & Consumable Fuels)		284		9,202
Cal-Maine Foods, Inc. (Food Products)		190		10,903
Cambium Networks Corp.* (Communications Equipment)		56		336
Cambridge Bancorp (Banks)		35		2,429
Camden National Corp. (Banks)		66		2,484
Camping World Holdings, Inc.—Class A (Specialty Retail)		194		5,094

See accompanying notes to financial statements.

204 :: ProFund VP UltraSmall-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Cannae Holdings, Inc.* (Financial Services)		318	$	6,204
Cano Health, Inc.* (Health Care Providers & Services)		12		70
Cantaloupe, Inc.* (Financial Services)		266		1,971
Capital Bancorp, Inc. (Banks)		44		1,065
Capital City Bank Group, Inc. (Banks)		61		1,795
Capitol Federal Financial, Inc. (Banks)		592		3,818
Capstar Financial Holdings, Inc. (Banks)		89		1,668
Cara Therapeutics, Inc.* (Pharmaceuticals)		217		161
Cardlytics, Inc.* (Media)		169		1,556
CareDx, Inc.* (Biotechnology)		241		2,892
CareMax, Inc.* (Health Care Providers & Services)		348		173
CareTrust REIT, Inc. (Health Care REITs)		465		10,407
Cargurus, Inc.* (Interactive Media & Services)		454		10,969
Caribou Biosciences, Inc.* (Biotechnology)		379		2,172
Carisma Therapeutics, Inc. (Biotechnology)		124		363
CarParts.com, Inc.* (Specialty Retail)		252		796
Carpenter Technology Corp. (Metals & Mining)		227		16,072
Carriage Services, Inc. (Diversified Consumer Services)		62		1,551
Carrols Restaurant Group, Inc. (Hotels, Restaurants & Leisure)		170		1,340
Cars.com, Inc.* (Interactive Media & Services)		309		5,862
Carter Bankshares, Inc.* (Banks)		105		1,572
Cartesian Therapeutics, Inc.* (Biotechnology)		545		376
Carvana Co.* (Specialty Retail)		445		23,559
Casella Waste Systems, Inc.* (Commercial Services & Supplies)		262		22,390
Cass Information Systems, Inc. (Financial Services)		63		2,838
Cassava Sciences, Inc.*^(a) (Pharmaceuticals)		184		4,142
Castle Biosciences, Inc.* (Health Care Providers & Services)		115		2,482
Catalyst Pharmaceuticals, Inc.* (Biotechnology)		465		7,817
Cathay General Bancorp (Banks)		322		14,352
Cavco Industries, Inc.* (Household Durables)		41		14,211
CBIZ, Inc.* (Professional Services)		222		13,895
CBL & Associates Properties, Inc. (Retail REITs)		125		3,053
CECO Environmental Corp.* (Commercial Services & Supplies)		138		2,799
Celcuity, Inc.* (Biotechnology)		81		1,180
Celldex Therapeutics, Inc.* (Biotechnology)		215		8,527
Centerspace (Residential REITs)		70		4,074
Central Garden & Pet Co.* (Household Products)		45		2,255
Central Garden & Pet Co.*—Class A (Household Products)		183		8,059
Central Pacific Financial Corp. (Banks)		123		2,421
Central Valley Community Bancorp (Banks)		46		1,028
Centrus Energy Corp.*—Class A (Oil, Gas & Consumable Fuels)		57		3,101
Century Aluminum Co.* (Metals & Mining)		244		2,962
Century Casinos, Inc.* (Hotels, Restaurants & Leisure)		127		620
Century Communities, Inc. (Household Durables)		132		12,030
Century Therapeutics, Inc.* (Biotechnology)		109		362
Cerence, Inc.* (Software)		187		3,676
Cerevel Therapeutics Holdings, Inc.* (Biotechnology)		324		13,738
Cerus Corp.* (Health Care Equipment & Supplies)		822		1,776
CEVA, Inc.* (Semiconductors & Semiconductor Equipment)		108		2,453
ChampionX Corp. (Energy Equipment & Services)		908		26,522
Charge Enterprises, Inc.* (Diversified Telecommunication Services)		631		72
Chart Industries, Inc.* (Machinery)		199		27,129
Chatham Lodging Trust (Hotel & Resort REITs)		224		2,401
Chegg, Inc.* (Diversified Consumer Services)		528		5,998
Chemung Financial Corp. (Banks)		16		797
Chesapeake Utilities Corp. (Gas Utilities)		99		10,457
Chicago Atlantic Real Estate Finance, Inc. (Mortgage REITs)		76		1,230
Chico's FAS, Inc.* (Specialty Retail)		558		4,230
Chimera Investment Corp. (Mortgage REITs)		1,055		5,264
ChoiceOne Financial Services, Inc. (Banks)		32		938
Chord Energy Corp. (Oil, Gas & Consumable Fuels)		194		32,250
Chuy's Holdings, Inc.* (Hotels, Restaurants & Leisure)		84		3,211
Cimpress PLC* (Commercial Services & Supplies)		84		6,724
Cinemark Holdings, Inc.* (Entertainment)		510		7,186
Cipher Mining, Inc.* (Software)		195		805
Citius Pharmaceuticals, Inc.* (Pharmaceuticals)		570		431
Citizens & Northern Corp. (Banks)		69		1,548
Citizens Financial Services, Inc. (Banks)		18		1,165
City Holding Co. (Banks)		69		7,608
City Office REIT, Inc. (Office REITs)		181		1,106
Civista Bancshares, Inc. (Banks)		72		1,328
Civitas Resources, Inc.^(a) (Oil, Gas & Consumable Fuels)		375		25,643
Claros Mortgage Trust, Inc. (Mortgage REITs)		421		5,738
Clarus Corp. (Leisure Products)		136		938
Clean Energy Fuels Corp.* (Oil, Gas & Consumable Fuels)		786		3,010
Cleanspark, Inc.* (Software)		694		7,655
Clear Channel Outdoor Holdings, Inc.* (Media)		1,739		3,165
Clear Secure, Inc.—Class A (Software)		381		7,868
Clearfield, Inc.* (Communications Equipment)		61		1,774
ClearPoint Neuro, Inc.* (Health Care Equipment & Supplies)		106		720
Clearwater Paper Corp.* (Paper & Forest Products)		76		2,745
Climb Global Solutions, Inc. (Electronic Equipment, Instruments & Components)		19		1,042
Clipper Realty, Inc. (Residential REITs)		53		286
CNB Financial Corp. (Banks)		95		2,146
CNO Financial Group, Inc. (Insurance)		519		14,480
CNX Resources Corp.* (Oil, Gas & Consumable Fuels)		727		14,540
Coastal Financial Corp.* (Banks)		50		2,221
Coca-Cola Consolidated, Inc. (Beverages)		22		20,426
Codexis, Inc.* (Life Sciences Tools & Services)		323		985
Codorus Valley Bancorp, Inc. (Banks)		43		1,105
Coeur Mining, Inc.* (Metals & Mining)		1,535		5,004

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraSmall-Cap :: 205

Common Stocks, continued

	Shares		Value
Cogent Biosciences, Inc.* (Biotechnology)		385	$	2,264
Cogent Communications Holdings, Inc. (Diversified Telecommunication Services)		203		15,439
Cohen & Steers, Inc. (Capital Markets)		121		9,163
Coherus Biosciences, Inc.* (Biotechnology)		463		1,542
Cohu, Inc.* (Semiconductors & Semiconductor Equipment)		217		7,680
Collegium Pharmaceutical, Inc.* (Pharmaceuticals)		161		4,956
Colony Bankcorp, Inc. (Banks)		77		1,024
Columbia Financial, Inc.* (Banks)		138		2,661
Columbus McKinnon Corp. (Machinery)		131		5,112
Comfort Systems USA, Inc. (Construction & Engineering)		164		33,729
Commercial Metals Co. (Metals & Mining)		543		27,171
Commercial Vehicle Group, Inc.* (Machinery)		151		1,059
CommScope Holding Co., Inc.* (Communications Equipment)		971		2,738
Community Bank System, Inc. (Banks)		247		12,871
Community Health Systems, Inc.* (Health Care Providers & Services)		583		1,825
Community Healthcare Trust, Inc. (Health Care REITs)		124		3,303
Community Trust Bancorp, Inc. (Banks)		72		3,158
CommVault Systems, Inc.* (Software)		204		16,289
Compass Diversified Holdings (Financial Services)		293		6,578
Compass Minerals International, Inc. (Metals & Mining)		159		4,026
Compass Therapeutics, Inc.* (Biotechnology)		423		660
Compass, Inc.*—Class A (Real Estate Management & Development)		1,320		4,963
CompoSecure, Inc.* (Technology Hardware, Storage & Peripherals)		76		410
Computer Programs and Systems, Inc.* (Health Care Technology)		66		739
CompX International, Inc. (Commercial Services & Supplies)		7		177
Comstock Resources, Inc. (Oil, Gas & Consumable Fuels)		426		3,770
Comtech Telecommunications Corp. (Communications Equipment)		126		1,062
Concrete Pumping Holdings, Inc.* (Construction & Engineering)		119		976
Conduent, Inc.* (Professional Services)		798		2,913
CONMED Corp. (Health Care Equipment & Supplies)		142		15,550
ConnectOne Bancorp, Inc. (Banks)		170		3,895
Consensus Cloud Solutions, Inc.* (Software)		91		2,385
CONSOL Energy, Inc. (Oil, Gas & Consumable Fuels)		142		14,275
Consolidated Communications Holdings, Inc.* (Diversified Telecommunication Services)		356		1,549
Consolidated Water Co., Ltd. (Water Utilities)		70		2,492
Constellium SE* (Metals & Mining)		598		11,936
Construction Partners, Inc.*—Class A (Construction & Engineering)		186		8,095
Consumer Portfolio Services, Inc.* (Consumer Finance)		40		375
Contango ORE, Inc.* (Metals & Mining)		36		652
ContextLogic, Inc.*—Class A (Broadline Retail)		104		619
Cooper-Standard Holdings, Inc.* (Automobile Components)		78		1,524
COPT Defense Properties (Office REITs)		523		13,404
Corcept Therapeutics, Inc.* (Pharmaceuticals)		372		12,083
Core Laboratories, Inc. (Energy Equipment & Services)		217		3,832
Core Molding Technologies, Inc.* (Chemicals)		34		630
CoreCard Corp.* (Software)		34		470
CoreCivic, Inc.* (Commercial Services & Supplies)		527		7,657
CorMedix, Inc.* (Pharmaceuticals)		255		959
Corsair Gaming, Inc.* (Technology Hardware, Storage & Peripherals)		171		2,411
CorVel Corp.* (Health Care Providers & Services)		40		9,888
Costamare, Inc. (Marine Transportation)		215		2,238
Couchbase, Inc.* (IT Services)		161		3,626
Coursera, Inc.* (Diversified Consumer Services)		604		11,699
Covenant Logistics Group, Inc. (Ground Transportation)		39		1,796
CPI Card Group, Inc.* (Technology Hardware, Storage & Peripherals)		20		384
CRA International, Inc. (Professional Services)		32		3,163
Cracker Barrel Old Country Store, Inc. (Hotels, Restaurants & Leisure)		102		7,862
Crawford & Co.—Class A (Insurance)		67		883
Credo Technology Group Holding, Ltd.* (Semiconductors & Semiconductor Equipment)		532		10,358
Crescent Energy Co.—Class A (Oil, Gas & Consumable Fuels)		357		4,716
Cricut, Inc.—Class A (Household Durables)		222		1,463
Crinetics Pharmaceuticals, Inc.* (Biotechnology)		303		10,781
Cross Country Healthcare, Inc.* (Health Care Providers & Services)		159		3,600
CrossFirst Bankshares, Inc.* (Banks)		210		2,852
CryoPort, Inc.* (Life Sciences Tools & Services)		201		3,113
CS Disco, Inc.* (Software)		105		797
CSG Systems International, Inc. (Professional Services)		147		7,822
CSW Industrials, Inc. (Building Products)		71		14,726
CTO Realty Growth, Inc. (Diversified REITs)		102		1,768
CTS Corp. (Electronic Equipment, Instruments & Components)		144		6,299
Cue Biopharma, Inc.* (Biotechnology)		167		441
Cullinan Oncology, Inc.* (Biotechnology)		120		1,223
Cushman & Wakefield PLC* (Real Estate Management & Development)		770		8,316
Custom Truck One Source, Inc.* (Trading Companies & Distributors)		263		1,625
Customers Bancorp, Inc.* (Banks)		133		7,663
Cutera, Inc.* (Health Care Equipment & Supplies)		85		300
CVB Financial Corp. (Banks)		617		12,457
CVR Energy, Inc. (Oil, Gas & Consumable Fuels)		137		4,151
CVRx, Inc.* (Health Care Equipment & Supplies)		52		1,635
CXApp, Inc.* (IT Services)		10		13

See accompanying notes to financial statements.

206 :: ProFund VP UltraSmall-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Cymabay Therapeutics, Inc.* (Pharmaceuticals)		525	$	12,401
Cytek Biosciences, Inc.* (Life Sciences Tools & Services)		562		5,126
Cytokinetics, Inc.* (Biotechnology)		432		36,069
Daily Journal Corp.* (Media)		6		2,045
Dakota Gold Corp.* (Metals & Mining)		261		684
Daktronics, Inc.* (Electronic Equipment, Instruments & Components)		175		1,484
Dana, Inc. (Automobile Components)		605		8,839
Danimer Scientific, Inc.* (Chemicals)		407		415
Daseke, Inc.* (Ground Transportation)		190		1,539
Dave & Buster's Entertainment, Inc.* (Hotels, Restaurants & Leisure)		168		9,047
Day One Biopharmaceuticals, Inc.* (Biotechnology)		290		4,234
Deciphera Pharmaceuticals, Inc.* (Biotechnology)		248		4,000
Definitive Healthcare Corp.* (Health Care Technology)		215		2,137
Delek US Holdings, Inc. (Oil, Gas & Consumable Fuels)		298		7,688
Deluxe Corp. (Commercial Services & Supplies)		202		4,333
Denali Therapeutics, Inc.* (Biotechnology)		548		11,760
Denny's Corp.* (Hotels, Restaurants & Leisure)		238		2,589
Design Therapeutics, Inc.* (Biotechnology)		152		403
Designer Brands, Inc.—Class A (Specialty Retail)		200		1,770
Desktop Metal, Inc.*^(a)—Class A (Machinery)		1,300		976
Destination XL Group, Inc.* (Specialty Retail)		261		1,148
DHI Group, Inc.* (Interactive Media & Services)		198		513
DHT Holdings, Inc. (Oil, Gas & Consumable Fuels)		636		6,239
Diamond Hill Investment Group, Inc. (Capital Markets)		13		2,153
Diamond Offshore Drilling, Inc.* (Energy Equipment & Services)		472		6,136
DiamondRock Hospitality Co. (Hotel & Resort REITs)		975		9,155
Digi International, Inc.* (Communications Equipment)		163		4,238
Digimarc Corp.* (Software)		66		2,384
Digital Turbine, Inc.* (Software)		444		3,046
DigitalBridge Group, Inc. (Real Estate Management & Development)		750		13,156
DigitalOcean Holdings, Inc.* (IT Services)		294		10,788
Dillard's, Inc.^(a)—Class A (Broadline Retail)		16		6,458
Dime Community Bancshares, Inc. (Banks)		162		4,363
Dine Brands Global, Inc. (Hotels, Restaurants & Leisure)		72		3,575
Diodes, Inc.* (Semiconductors & Semiconductor Equipment)		209		16,829
Disc Medicine, Inc.* (Biotechnology)		41		2,368
Distribution Solutions Group, Inc.* (Building Products)		46		1,452
Diversified Healthcare Trust (Health Care REITs)		1,108		4,144
DMC Global, Inc.* (Energy Equipment & Services)		91		1,713
DocGo, Inc.* (Health Care Providers & Services)		361		2,018
Dole PLC (Food Products)		332		4,080
Domo, Inc.*—Class B (Software)		148		1,523
Donegal Group, Inc.—Class A (Insurance)		72		1,007
Donnelley Financial Solutions, Inc.* (Capital Markets)		115		7,173
Dorian LPG, Ltd. (Oil, Gas & Consumable Fuels)		160		7,019
Dorman Products, Inc.* (Automobile Components)		122		10,176
Douglas Dynamics, Inc. (Machinery)		105		3,116
Douglas Elliman, Inc. (Real Estate Management & Development)		376		1,109
Douglas Emmett, Inc. (Office REITs)		748		10,846
Dragonfly Energy Holdings Corp.* (Electrical Equipment)		135		73
Dream Finders Homes, Inc.*—Class A (Household Durables)		112		3,979
Dril-Quip, Inc.* (Energy Equipment & Services)		158		3,677
Ducommun, Inc.* (Aerospace & Defense)		62		3,228
Duluth Holdings, Inc.*—Class B (Specialty Retail)		63		339
Duolingo, Inc.* (Diversified Consumer Services)		136		30,851
DXP Enterprises, Inc.* (Trading Companies & Distributors)		63		2,123
Dycom Industries, Inc.* (Construction & Engineering)		133		15,307
Dynavax Technologies Corp.* (Biotechnology)		601		8,402
Dyne Therapeutics, Inc.* (Biotechnology)		206		2,740
Dynex Capital, Inc. (Mortgage REITs)		262		3,280
DZS, Inc.* (Communications Equipment)		101		199
E2open Parent Holdings, Inc.* (Software)		788		3,459
Eagle Bancorp, Inc. (Banks)		137		4,129
Eagle Bulk Shipping, Inc. (Marine Transportation)		43		2,382
Eagle Pharmaceuticals, Inc.* (Biotechnology)		48		251
Easterly Government Properties, Inc. (Office REITs)		445		5,981
Eastern Bankshares, Inc. (Banks)		719		10,210
Eastman Kodak Co.* (Technology Hardware, Storage & Peripherals)		264		1,030
EchoStar Corp.*—Class A (Diversified Telecommunication Services)		552		9,147
Ecovyst, Inc.* (Chemicals)		429		4,191
Edgewell Personal Care Co. (Personal Care Products)		234		8,571
Edgewise Therapeutics, Inc.* (Pharmaceuticals)		198		2,166
Editas Medicine, Inc.* (Biotechnology)		381		3,860
eGain Corp.* (Software)		97		808
eHealth, Inc.* (Insurance)		130		1,134
El Pollo Loco Holdings, Inc.* (Hotels, Restaurants & Leisure)		129		1,138
elf Beauty, Inc.* (Personal Care Products)		250		36,085
Ellington Financial, Inc. (Mortgage REITs)		349		4,436
Elme Communities (Residential REITs)		408		5,957

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraSmall-Cap :: 207

Common Stocks, continued

	Shares		Value
Embecta Corp. (Health Care Equipment & Supplies)		268	$	5,073
Emerald Holding, Inc.* (Media)		72		431
Emergent BioSolutions, Inc.* (Biotechnology)		241		578
Empire Petroleum Corp.* (Oil, Gas & Consumable Fuels)		60		659
Empire State Realty Trust, Inc. (Diversified REITs)		613		5,940
Employers Holdings, Inc. (Insurance)		119		4,689
Enact Holdings, Inc. (Financial Services)		137		3,958
Enanta Pharmaceuticals, Inc.* (Biotechnology)		93		875
Encore Capital Group, Inc.* (Consumer Finance)		108		5,481
Encore Energy Corp.* (Oil, Gas & Consumable Fuels)		680		2,672
Encore Wire Corp. (Electrical Equipment)		70		14,952
Energizer Holdings, Inc. (Household Products)		332		10,518
Energy Fuels, Inc.* (Oil, Gas & Consumable Fuels)		728		5,234
Energy Recovery, Inc.* (Machinery)		258		4,861
Energy Vault Holdings, Inc.* (Electrical Equipment)		459		1,069
Enerpac Tool Group Corp. (Machinery)		253		7,866
EnerSys (Electrical Equipment)		191		19,283
Enfusion, Inc.*—Class A (Software)		175		1,698
EngageSmart, Inc.* (Software)		225		5,153
Enhabit, Inc.* (Health Care Providers & Services)		233		2,412
Enliven Therapeutics, Inc.* (Pharmaceuticals)		108		1,495
Ennis, Inc. (Commercial Services & Supplies)		118		2,585
Enova International, Inc.* (Consumer Finance)		135		7,474
Enovix Corp.*^(a) (Electrical Equipment)		643		8,050
Enpro, Inc. (Machinery)		97		15,204
Enstar Group, Ltd.* (Insurance)		55		16,189
Enterprise Bancorp, Inc. (Banks)		44		1,419
Enterprise Financial Services Corp. (Banks)		168		7,501
Entrada Therapeutics, Inc.* (Biotechnology)		99		1,494
Entravision Communications Corp.—Class A (Media)		279		1,163
Envela Corp.* (Specialty Retail)		35		170
Envestnet, Inc.* (Software)		232		11,489
Enviri Corp.* (Commercial Services & Supplies)		366		3,294
Enviva, Inc. (Oil, Gas & Consumable Fuels)		145		144
Eos Energy Enterprises, Inc.* (Electrical Equipment)		499		544
ePlus, Inc.* (Electronic Equipment, Instruments & Components)		123		9,820
Equitrans Midstream Corp. (Oil, Gas & Consumable Fuels)		2,026		20,625
Equity Bancshares, Inc.—Class A (Banks)		68		2,305
Equity Commonwealth (Office REITs)		473		9,082
Erasca, Inc.* (Biotechnology)		374		797
Escalade, Inc. (Leisure Products)		46		924
ESCO Technologies, Inc. (Machinery)		119		13,927
Esquire Financial Holdings, Inc. (Banks)		32		1,599
ESS Tech, Inc.* (Electrical Equipment)		423		482
ESSA Bancorp, Inc. (Banks)		40		801
Essent Group, Ltd. (Financial Services)		486		25,631
Essential Properties Realty Trust, Inc. (Diversified REITs)		723		18,479
Ethan Allen Interiors, Inc. (Household Durables)		106		3,384
European Wax Center, Inc.*—Class A (Diversified Consumer Services)		158		2,147
Evans Bancorp, Inc. (Banks)		24		757
Eve Holding, Inc.* (Aerospace & Defense)		84		615
Eventbrite, Inc.*—Class A (Interactive Media & Services)		359		3,001
Everbridge, Inc.* (Software)		189		4,595
EverCommerce, Inc.* (Software)		108		1,191
Everi Holdings, Inc.* (Hotels, Restaurants & Leisure)		391		4,407
EverQuote, Inc.*—Class A (Interactive Media & Services)		100		1,224
EVERTEC, Inc. (Financial Services)		303		12,405
EVgo, Inc.* (Specialty Retail)		480		1,718
EVI Industries, Inc. (Trading Companies & Distributors)		22		522
Evolent Health, Inc.*—Class A (Health Care Technology)		511		16,879
Evolus, Inc.* (Pharmaceuticals)		192		2,022
Evolution Petroleum Corp. (Oil, Gas & Consumable Fuels)		144		837
Evolv Technologies Holdings, Inc.* (Electronic Equipment, Instruments & Components)		529		2,497
Excelerate Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		84		1,299
ExlService Holdings, Inc.* (Professional Services)		750		23,137
eXp World Holdings, Inc. (Real Estate Management & Development)		331		5,137
Expensify, Inc.*—Class A (Software)		256		632
Exponent, Inc. (Professional Services)		235		20,688
Expro Group Holdings N.V.* (Energy Equipment & Services)		415		6,607
Extreme Networks, Inc.* (Communications Equipment)		585		10,319
Eyenovia, Inc.* (Pharmaceuticals)		139		289
EyePoint Pharmaceuticals, Inc.* (Pharmaceuticals)		124		2,866
F&G Annuities & Life, Inc. (Insurance)		87		4,002
Fabrinet* (Electronic Equipment, Instruments & Components)		171		32,545
Farmers & Merchants Bancorp, Inc. (Banks)		59		1,463
Farmers National Banc Corp. (Banks)		169		2,442
Farmland Partners, Inc. (Specialized REITs)		207		2,583
FARO Technologies, Inc.* (Electronic Equipment, Instruments & Components)		88		1,983
Fastly, Inc.*—Class A (IT Services)		560		9,968
Fate Therapeutics, Inc.* (Biotechnology)		393		1,470
FB Financial Corp. (Banks)		165		6,575
Federal Agricultural Mortgage Corp.—Class C (Financial Services)		42		8,031
Federal Signal Corp. (Machinery)		278		21,334
Fennec Pharmaceuticals, Inc.* (Biotechnology)		84		942
FibroGen, Inc.* (Biotechnology)		428		379
Fidelis Insurance Holdings, Ltd.* (Insurance)		70		887
Fidelity D&D Bancorp, Inc. (Banks)		22		1,277
Figs, Inc.*—Class A (Textiles, Apparel & Luxury Goods)		593		4,121

See accompanying notes to financial statements.

208 :: ProFund VP UltraSmall-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Finance Of America Cos., Inc.*—Class A (Financial Services)		248	$	273
Financial Institutions, Inc. (Banks)		70		1,491
First Advantage Corp. (Professional Services)		251		4,159
First Bancorp (Banks)		798		13,127
First Bancorp (Banks)		185		6,847
First Bank/Hamilton NJ (Banks)		95		1,397
First Busey Corp. (Banks)		241		5,982
First Business Financial Services, Inc. (Banks)		36		1,444
First Commonwealth Financial Corp. (Banks)		475		7,334
First Community Bankshares, Inc. (Banks)		80		2,968
First Community Corp. (Banks)		34		732
First Financial Bancorp (Banks)		437		10,379
First Financial Bankshares, Inc. (Banks)		605		18,331
First Financial Corp. (Banks)		53		2,281
First Foundation, Inc. (Banks)		237		2,294
First Interstate BancSystem, Inc.—Class A (Banks)		383		11,777
First Merchants Corp. (Banks)		274		10,160
First Mid Bancshares, Inc. (Banks)		103		3,570
First Watch Restaurant Group, Inc.* (Hotels, Restaurants & Leisure)		103		2,070
First Western Financial, Inc.* (Banks)		37		734
FirstCash Holdings, Inc. (Consumer Finance)		175		18,967
FiscalNote Holdings, Inc.*^(a) (Professional Services)		277		316
Fisker, Inc.* (Automobiles)		969		1,696
Five Star Bancorp (Banks)		59		1,545
FLEX LNG, Ltd. (Oil, Gas & Consumable Fuels)		138		4,010
Fluence Energy, Inc.* (Electrical Equipment)		272		6,487
Fluor Corp.* (Construction & Engineering)		662		25,931
Flushing Financial Corp. (Banks)		128		2,109
Flywire Corp.* (Financial Services)		493		11,413
Foghorn Therapeutics, Inc.* (Biotechnology)		94		606
Foot Locker, Inc. (Specialty Retail)		381		11,868
Forafric Global PLC* (Food Products)		25		265
Forestar Group, Inc.* (Real Estate Management & Development)		85		2,811
Forge Global Holdings, Inc.* (Capital Markets)		509		1,746
FormFactor, Inc.* (Semiconductors & Semiconductor Equipment)		358		14,932
Forrester Research, Inc.* (Professional Services)		54		1,448
Forum Energy Technologies, Inc.* (Energy Equipment & Services)		45		998
Forward Air Corp. (Air Freight & Logistics)		119		7,482
Fossil Group, Inc.* (Textiles, Apparel & Luxury Goods)		223		326
Four Corners Property Trust, Inc. (Specialized REITs)		420		10,626
Fox Factory Holding Corp.* (Automobile Components)		198		13,361
Franklin BSP Realty Trust, Inc. (Mortgage REITs)		386		5,215
Franklin Covey Co.* (Professional Services)		54		2,351
Franklin Electric Co., Inc. (Machinery)		214		20,683
Fresh Del Monte Produce, Inc. (Food Products)		158		4,148
Freshworks, Inc.*—Class A (Software)		751		17,641
Frontdoor, Inc.* (Diversified Consumer Services)		376		13,242
Frontier Group Holdings, Inc.* (Passenger Airlines)		179		977
FRP Holdings, Inc.* (Real Estate Management & Development)		31		1,949
FS Bancorp, Inc. (Banks)		31		1,146
FTAI Aviation, Ltd. (Trading Companies & Distributors)		462		21,437
FTAI Infrastructure, Inc. (Ground Transportation)		459		1,786
FTC Solar, Inc.* (Electrical Equipment)		314		218
fuboTV, Inc.* (Interactive Media & Services)		1,313		4,175
FuelCell Energy, Inc.* (Electrical Equipment)		2,109		3,374
Fulgent Genetics, Inc.* (Health Care Providers & Services)		95		2,746
Full House Resorts, Inc.* (Hotels, Restaurants & Leisure)		152		816
Fulton Financial Corp. (Banks)		745		12,263
Funko, Inc.*—Class A (Leisure Products)		165		1,275
FutureFuel Corp. (Oil, Gas & Consumable Fuels)		121		736
FVCBankcorp, Inc.* (Banks)		74		1,051
Gambling.com Group, Ltd.* (Media)		71		692
Gannett Co., Inc.* (Media)		669		1,539
GATX Corp. (Trading Companies & Distributors)		165		19,836
GCM Grosvenor, Inc.—Class A (Capital Markets)		192		1,720
Genco Shipping & Trading, Ltd. (Marine Transportation)		195		3,235
Gencor Industries, Inc.* (Machinery)		49		791
Genelux Corp.* (Biotechnology)		86		1,205
Generation Bio Co.* (Biotechnology)		210		347
Genesco, Inc.* (Specialty Retail)		51		1,796
Genie Energy, Ltd.—Class B (Electric Utilities)		92		2,588
Gentherm, Inc.* (Automobile Components)		152		7,959
Genworth Financial, Inc.* (Insurance)		2,143		14,315
German American Bancorp, Inc. (Banks)		130		4,213
Geron Corp.* (Biotechnology)		2,375		5,011
Getty Realty Corp. (Retail REITs)		221		6,458
Gevo, Inc.* (Oil, Gas & Consumable Fuels)		1,084		1,257
Gibraltar Industries, Inc.* (Building Products)		142		11,215
G-III Apparel Group, Ltd.* (Textiles, Apparel & Luxury Goods)		192		6,524
Glacier Bancorp, Inc. (Banks)		517		21,361
Gladstone Commercial Corp. (Diversified REITs)		184		2,436
Gladstone Land Corp. (Specialized REITs)		155		2,240
Glatfelter Corp.* (Paper & Forest Products)		205		398
Glaukos Corp.* (Health Care Equipment & Supplies)		220		17,488
Global Business Travel Group I* (Hotels, Restaurants & Leisure)		150		968
Global Industrial Co. (Trading Companies & Distributors)		61		2,369
Global Medical REIT, Inc. (Health Care REITs)		283		3,141
Global Net Lease, Inc. (Diversified REITs)		903		8,985
Global Water Resources, Inc. (Water Utilities)		53		693
Globalstar, Inc.* (Diversified Telecommunication Services)		3,248		6,301
GMS, Inc.* (Trading Companies & Distributors)		190		15,662

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraSmall-Cap :: 209

Common Stocks, continued

	Shares		Value
Gogo, Inc.* (Wireless Telecommunication Services)		307	$	3,110
GoHealth, Inc.*—Class A (Insurance)		19		253
Golar LNG, Ltd. (Oil, Gas & Consumable Fuels)		465		10,690
Golden Entertainment, Inc. (Hotels, Restaurants & Leisure)		94		3,753
Golden Ocean Group, Ltd. (Marine Transportation)		571		5,573
Goosehead Insurance, Inc.*—Class A (Insurance)		100		7,580
GoPro, Inc.*—Class A (Household Durables)		585		2,030
GrafTech International, Ltd. (Electrical Equipment)		899		1,969
Graham Holdings Co.—Class B (Diversified Consumer Services)		17		11,841
Granite Construction, Inc. (Construction & Engineering)		205		10,426
Granite Point Mortgage Trust, Inc. (Mortgage REITs)		237		1,408
Granite Ridge Resources, Inc. (Oil, Gas & Consumable Fuels)		158		951
Graphite Bio, Inc.* (Biotechnology)		130		341
Gray Television, Inc. (Media)		392		3,512
Great Lakes Dredge & Dock Corp.* (Construction & Engineering)		304		2,335
Great Southern Bancorp, Inc. (Banks)		41		2,433
Green Brick Partners, Inc.* (Household Durables)		121		6,285
Green Dot Corp.*—Class A (Consumer Finance)		215		2,129
Green Plains, Inc.* (Oil, Gas & Consumable Fuels)		270		6,809
Greene County Bancorp, Inc. (Banks)		32		902
Greenlight Capital Re, Ltd.*—Class A (Insurance)		120		1,370
Greif, Inc.—Class A (Containers & Packaging)		113		7,412
Greif, Inc.—Class B (Containers & Packaging)		24		1,584
Grid Dynamics Holdings, Inc.* (IT Services)		261		3,479
Griffon Corp. (Building Products)		194		11,824
Grindr, Inc.* (Interactive Media & Services)		190		1,668
Gritstone bio, Inc.* (Biotechnology)		407		830
Group 1 Automotive, Inc. (Specialty Retail)		63		19,199
GrowGeneration Corp.* (Specialty Retail)		273		685
Guaranty Bancshares, Inc. (Banks)		38		1,278
Guardant Health, Inc.* (Health Care Providers & Services)		524		14,175
Guess?, Inc. (Specialty Retail)		130		2,998
Gulfport Energy Corp.* (Oil, Gas & Consumable Fuels)		52		6,926
H&E Equipment Services, Inc. (Trading Companies & Distributors)		149		7,796
H.B. Fuller Co. (Chemicals)		251		20,434
Haemonetics Corp.* (Health Care Equipment & Supplies)		233		19,924
Hallador Energy Co.* (Oil, Gas & Consumable Fuels)		106		937
Halozyme Therapeutics, Inc.* (Biotechnology)		602		22,250
Hamilton Lane, Inc.—Class A (Capital Markets)		169		19,170
Hancock Whitney Corp. (Banks)		403		19,581
Hanesbrands, Inc.* (Textiles, Apparel & Luxury Goods)		1,632		7,279
Hanmi Financial Corp. (Banks)		141		2,735
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (Mortgage REITs)		491		13,541
HarborOne Bancorp, Inc. (Banks)		190		2,276
Harmonic, Inc.* (Communications Equipment)		511		6,663
Harmony Biosciences Holdings, Inc.* (Pharmaceuticals)		149		4,813
Harrow, Inc.* (Pharmaceuticals)		140		1,568
Harvard Bioscience, Inc.* (Life Sciences Tools & Services)		188		1,006
Haverty Furniture Cos., Inc. (Specialty Retail)		68		2,414
Hawaiian Holdings, Inc.* (Passenger Airlines)		236		3,351
Hawkins, Inc. (Chemicals)		90		6,338
Haynes International, Inc. (Metals & Mining)		58		3,309
HBT Financial, Inc. (Banks)		62		1,309
HCI Group, Inc. (Insurance)		30		2,622
Health Catalyst, Inc.* (Health Care Technology)		262		2,426
Healthcare Services Group, Inc.* (Commercial Services & Supplies)		345		3,578
HealthEquity, Inc.* (Health Care Providers & Services)		390		25,858
HealthStream, Inc. (Health Care Technology)		112		3,027
Heartland Express, Inc. (Ground Transportation)		217		3,094
Heartland Financial USA, Inc. (Banks)		196		7,372
Hecla Mining Co. (Metals & Mining)		2,834		13,632
Heidrick & Struggles International, Inc. (Professional Services)		92		2,717
Helen of Troy, Ltd.* (Household Durables)		110		13,289
Helios Technologies, Inc. (Machinery)		154		6,984
Helix Energy Solutions Group, Inc.* (Energy Equipment & Services)		667		6,857
Helmerich & Payne, Inc. (Energy Equipment & Services)		452		16,371
Herbalife, Ltd.* (Personal Care Products)		458		6,989
Herc Holdings, Inc. (Trading Companies & Distributors)		131		19,505
Heritage Commerce Corp. (Banks)		275		2,728
Heritage Financial Corp. (Banks)		161		3,444
Heron Therapeutics, Inc.* (Biotechnology)		480		816
HF Foods Group, Inc.* (Consumer Staples Distribution & Retail)		187		999
Hibbett, Inc. (Specialty Retail)		57		4,105
HighPeak Energy, Inc. (Oil, Gas & Consumable Fuels)		56		797
Hillenbrand, Inc. (Machinery)		325		15,551
HilleVax, Inc.* (Biotechnology)		122		1,958
Hillman Solutions Corp.* (Machinery)		906		8,344
Hilltop Holdings, Inc. (Banks)		217		7,641
Hilton Grand Vacations, Inc.* (Hotels, Restaurants & Leisure)		373		14,986
Himalaya Shipping, Ltd.* (Marine Transportation)		131		886
Hims & Hers Health, Inc.* (Health Care Providers & Services)		567		5,046
Hingham Institution For Savings The (Banks)		7		1,361
Hippo Holdings, Inc.* (Insurance)		49		447
HireQuest, Inc. (Professional Services)		25		384
HireRight Holdings Corp.* (Professional Services)		64		861

See accompanying notes to financial statements.

210 :: ProFund VP UltraSmall-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
HNI Corp. (Commercial Services & Supplies)		214	$	8,952
Holley, Inc.* (Automobile Components)		245		1,193
Home Bancorp, Inc. (Banks)		33		1,386
Home BancShares, Inc. (Banks)		885		22,416
HomeStreet, Inc. (Banks)		84		865
HomeTrust Bancshares, Inc. (Banks)		68		1,831
Hooker Furnishings Corp. (Household Durables)		50		1,304
Hope Bancorp, Inc. (Banks)		535		6,463
Horace Mann Educators Corp. (Insurance)		191		6,246
Horizon Bancorp, Inc. (Banks)		200		2,862
Hovnanian Enterprises, Inc.*—Class A (Household Durables)		23		3,579
Hub Group, Inc.*—Class A (Air Freight & Logistics)		146		13,423
Hudson Pacific Properties, Inc. (Office REITs)		641		5,968
Hudson Technologies, Inc.* (Trading Companies & Distributors)		203		2,738
Humacyte, Inc.* (Biotechnology)		284		807
Huron Consulting Group, Inc.* (Professional Services)		88		9,046
Hyliion Holdings Corp.* (Machinery)		684		557
Hyster-Yale Materials Handling, Inc. (Machinery)		52		3,234
I3 Verticals, Inc.*—Class A (Financial Services)		104		2,202
i-80 Gold Corp.* (Metals & Mining)		895		1,575
IBEX Holdings, Ltd.* (Professional Services)		43		817
ICF International, Inc. (Professional Services)		87		11,666
Ichor Holdings, Ltd.* (Semiconductors & Semiconductor Equipment)		132		4,439
Icosavax, Inc.* (Biotechnology)		128		2,017
Ideaya Biosciences, Inc.* (Biotechnology)		279		9,927
IDT Corp.*—Class B (Diversified Telecommunication Services)		71		2,420
IES Holdings, Inc.* (Construction & Engineering)		38		3,010
IGM Biosciences, Inc.* (Biotechnology)		62		515
iHeartMedia, Inc.*—Class A (Media)		481		1,284
Ikena Oncology, Inc.* (Pharmaceuticals)		143		282
IMAX Corp.* (Entertainment)		208		3,124
Immersion Corp. (Technology Hardware, Storage & Peripherals)		145		1,024
Immuneering Corp.*—Class A (Biotechnology)		104		764
ImmunityBio, Inc.*^(a) (Biotechnology)		614		3,082
ImmunoGen, Inc.* (Biotechnology)		1,111		32,942
Immunovant, Inc.* (Biotechnology)		250		10,533
Impinj, Inc.* (Semiconductors & Semiconductor Equipment)		108		9,723
Inari Medical, Inc.* (Health Care Equipment & Supplies)		248		16,100
Independence Realty Trust, Inc. (Residential REITs)		1,047		16,019
Independent Bank Corp. (Banks)		92		2,394
Independent Bank Corp. (Banks)		205		13,491
Independent Bank Group, Inc. (Banks)		168		8,548
indie Semiconductor, Inc.*—Class A (Semiconductors & Semiconductor Equipment)		698		5,661
Infinera Corp.* (Communications Equipment)		925		4,394
Information Services Group, Inc. (IT Services)		163		768
InfuSystem Holdings, Inc.* (Health Care Providers & Services)		84		885
Ingevity Corp.* (Chemicals)		170		8,027
Ingles Markets, Inc.—Class A (Consumer Staples Distribution & Retail)		65		5,614
Inhibrx, Inc.* (Biotechnology)		159		6,042
Inmode, Ltd.* (Health Care Equipment & Supplies)		359		7,984
Innodata, Inc.* (Professional Services)		120		977
Innospec, Inc. (Chemicals)		116		14,296
Innovage Holding Corp.* (Health Care Providers & Services)		88		528
INNOVATE Corp.* (Construction & Engineering)		252		310
Innovative Industrial Properties, Inc. (Industrial REITs)		130		13,107
Innoviva, Inc.* (Pharmaceuticals)		276		4,427
Inogen, Inc.* (Health Care Equipment & Supplies)		108		593
Inozyme Pharma, Inc.* (Biotechnology)		221		941
Insight Enterprises, Inc.* (Electronic Equipment, Instruments & Components)		133		23,566
Insmed, Inc.* (Biotechnology)		641		19,865
Insperity, Inc. (Professional Services)		165		19,340
Inspired Entertainment, Inc.* (Hotels, Restaurants & Leisure)		101		998
Installed Building Products, Inc. (Household Durables)		110		20,110
Insteel Industries, Inc. (Building Products)		87		3,331
Instructure Holdings, Inc.* (Software)		90		2,431
Intapp, Inc.* (Software)		128		4,867
Integer Holdings Corp.* (Health Care Equipment & Supplies)		154		15,258
Integral Ad Science Holding Corp.* (Media)		225		3,238
Intellia Therapeutics, Inc.* (Biotechnology)		409		12,470
Inter Parfums, Inc. (Personal Care Products)		85		12,241
InterDigital, Inc. (Software)		123		13,350
Interface, Inc. (Commercial Services & Supplies)		266		3,357
International Bancshares Corp. (Banks)		249		13,526
International Game Technology PLC (Hotels, Restaurants & Leisure)		504		13,815
International Money Express, Inc.* (Financial Services)		148		3,269
International Seaways, Inc. (Oil, Gas & Consumable Fuels)		188		8,550
inTEST Corp.* (Semiconductors & Semiconductor Equipment)		54		734
Intevac, Inc.* (Technology Hardware, Storage & Peripherals)		120		518
Intra-Cellular Therapies, Inc.* (Pharmaceuticals)		434		31,084
Intrepid Potash, Inc.* (Chemicals)		49		1,171
InvenTrust Properties Corp. (Retail REITs)		315		7,982
Invesco Mortgage Capital, Inc. (Mortgage REITs)		208		1,843
Investors Title Co. (Insurance)		6		973
Invitae Corp.*^(a) (Health Care Providers & Services)		1,218		763
IonQ, Inc.* (Technology Hardware, Storage & Peripherals)		746		9,243

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraSmall-Cap :: 211

Common Stocks, continued

	Shares		Value
Iovance Biotherapeutics, Inc.* (Biotechnology)		1,063	$	8,642
iRadimed Corp. (Health Care Equipment & Supplies)		34		1,614
iRhythm Technologies, Inc.* (Health Care Equipment & Supplies)		142		15,200
iRobot Corp.* (Household Durables)		127		4,915
Ironwood Pharmaceuticals, Inc.* (Biotechnology)		642		7,344
Ispire Technology, Inc.*^(a) (Tobacco)		82		995
iTeos Therapeutics, Inc.* (Biotechnology)		115		1,259
Iteris, Inc.* (Electronic Equipment, Instruments & Components)		198		1,030
Itron, Inc.* (Electronic Equipment, Instruments & Components)		211		15,933
Ivanhoe Electric, Inc.* (Metals & Mining)		293		2,953
J & J Snack Foods Corp. (Food Products)		70		11,699
J Jill, Inc.* (Specialty Retail)		21		541
Jack in the Box, Inc. (Hotels, Restaurants & Leisure)		94		7,673
Jackson Financial, Inc.—Class A (Financial Services)		384		19,661
JAKKS Pacific, Inc.* (Leisure Products)		34		1,209
James River Group Holdings, Ltd. (Insurance)		172		1,589
Jamf Holding Corp.* (Software)		328		5,924
Janus International Group, Inc.* (Building Products)		394		5,142
Janux Therapeutics, Inc.* (Biotechnology)		80		858
JBG SMITH Properties (Office REITs)		470		7,995
JELD-WEN Holding, Inc.* (Building Products)		395		7,458
JetBlue Airways Corp.* (Passenger Airlines)		1,559		8,652
Joby Aviation, Inc.*^(a) (Passenger Airlines)		1,292		8,592
John B Sanfilippo & Son, Inc. (Food Products)		42		4,328
John Bean Technologies Corp. (Machinery)		148		14,719
John Marshall Bancorp, Inc. (Banks)		58		1,308
John Wiley & Sons, Inc.—Class A (Media)		169		5,364
Johnson Outdoors, Inc.—Class A (Leisure Products)		25		1,336
Kadant, Inc. (Machinery)		54		15,137
Kaiser Aluminum Corp. (Metals & Mining)		74		5,268
Kaltura, Inc.* (Software)		391		762
KalVista Pharmaceuticals, Inc.* (Biotechnology)		143		1,752
Kaman Corp. (Aerospace & Defense)		131		3,137
Karat Packaging, Inc. (Trading Companies & Distributors)		31		770
Karyopharm Therapeutics, Inc.* (Biotechnology)		525		454
KB Home (Household Durables)		331		20,674
Kearny Financial Corp. (Banks)		260		2,332
Kelly Services, Inc.—Class A (Professional Services)		145		3,135
Kennametal, Inc. (Machinery)		374		9,645
Kennedy-Wilson Holdings, Inc. (Real Estate Management & Development)		555		6,871
Keros Therapeutics, Inc.* (Biotechnology)		104		4,135
Kezar Life Sciences, Inc.* (Biotechnology)		331		314
Kforce, Inc. (Professional Services)		89		6,013
Kimball Electronics, Inc.* (Electronic Equipment, Instruments & Components)		111		2,991
Kinetik Holdings, Inc. (Oil, Gas & Consumable Fuels)		84		2,806
Kingsway Financial Services, Inc.* (Insurance)		51		428
Kiniksa Pharmaceuticals, Ltd.*—Class A (Biotechnology)		145		2,543
Kite Realty Group Trust (Retail REITs)		1,010		23,088
KKR Real Estate Finance Trust, Inc. (Mortgage REITs)		273		3,612
KLX Energy Services Holdings, Inc.* (Energy Equipment & Services)		59		664
Knife River Corp.* (Construction Materials)		262		17,339
Knowles Corp.* (Electronic Equipment, Instruments & Components)		417		7,468
Kodiak Gas Services, Inc. (Energy Equipment & Services)		74		1,486
Kodiak Sciences, Inc.* (Biotechnology)		150		456
Kontoor Brands, Inc. (Textiles, Apparel & Luxury Goods)		261		16,292
Koppers Holdings, Inc. (Chemicals)		94		4,815
Korn Ferry (Professional Services)		242		14,363
KORU Medical Systems, Inc.* (Health Care Equipment & Supplies)		159		390
Kosmos Energy, Ltd.* (Oil, Gas & Consumable Fuels)		2,117		14,205
Kratos Defense & Security Solutions, Inc.* (Aerospace & Defense)		591		11,991
Krispy Kreme, Inc. (Hotels, Restaurants & Leisure)		406		6,127
Kronos Worldwide, Inc. (Chemicals)		102		1,014
Krystal Biotech, Inc.* (Biotechnology)		100		12,406
Kulicke & Soffa Industries, Inc. (Semiconductors & Semiconductor Equipment)		257		14,063
Kura Oncology, Inc.* (Biotechnology)		327		4,702
Kura Sushi USA, Inc.*—Class A (Hotels, Restaurants & Leisure)		27		2,052
KVH Industries, Inc.* (Communications Equipment)		87		458
Kymera Therapeutics, Inc.* (Biotechnology)		176		4,481
Ladder Capital Corp. (Mortgage REITs)		525		6,043
Lakeland Bancorp, Inc. (Banks)		289		4,274
Lakeland Financial Corp. (Banks)		115		7,493
Lancaster Colony Corp. (Food Products)		91		15,140
Lands' End, Inc.* (Specialty Retail)		69		660
Landsea Homes Corp.* (Household Durables)		94		1,235
Lantheus Holdings, Inc.* (Health Care Equipment & Supplies)		315		19,530
LanzaTech Global, Inc.* (Commercial Services & Supplies)		96		483
Larimar Therapeutics, Inc.* (Biotechnology)		119		541
Latham Group, Inc.* (Leisure Products)		180		473
Laureate Education, Inc. (Diversified Consumer Services)		608		8,336
La-Z-Boy, Inc. (Household Durables)		201		7,421
Lazydays Holdings, Inc.* (Specialty Retail)		35		247
LCI Industries (Automobile Components)		115		14,457
LCNB Corp. (Banks)		49		773
Legacy Housing Corp.* (Household Durables)		46		1,160
Legalzoom.com, Inc.* (Professional Services)		549		6,204
LeMaitre Vascular, Inc. (Health Care Equipment & Supplies)		92		5,222
Lemonade, Inc.*^(a) (Insurance)		235		3,791
LendingClub Corp.* (Consumer Finance)		503		4,396

See accompanying notes to financial statements.

212 :: ProFund VP UltraSmall-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
LendingTree, Inc.* (Consumer Finance)		49	$	1,486
Leonardo DRS, Inc.* (Aerospace & Defense)		318		6,373
Leslie's, Inc.* (Specialty Retail)		824		5,694
Lexicon Pharmaceuticals, Inc.* (Biotechnology)		429		656
LGI Homes, Inc.* (Household Durables)		97		12,917
Liberty Energy, Inc. (Energy Equipment & Services)		762		13,823
Liberty Latin America, Ltd.*—Class A (Diversified Telecommunication Services)		163		1,192
Liberty Latin America, Ltd.*—Class C (Diversified Telecommunication Services)		638		4,683
Li-Cycle Holdings Corp.* (Commercial Services & Supplies)		646		378
Life Time Group Holdings, Inc.* (Hotels, Restaurants & Leisure)		207		3,122
LifeStance Health Group, Inc.* (Health Care Providers & Services)		492		3,852
Ligand Pharmaceuticals, Inc.* (Pharmaceuticals)		78		5,571
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		424		34,814
Lightwave Logic, Inc.* (Electronic Equipment, Instruments & Components)		543		2,704
Limbach Holdings, Inc.* (Construction & Engineering)		43		1,955
Limoneira Co. (Food Products)		81		1,671
Lincoln Educational Services Corp.* (Diversified Consumer Services)		110		1,104
Lindblad Expeditions Holdings, Inc.* (Hotels, Restaurants & Leisure)		162		1,826
Lindsay Corp. (Machinery)		51		6,587
Lineage Cell Therapeutics, Inc.* (Biotechnology)		615		670
Lions Gate Entertainment Corp.*—Class A (Entertainment)		270		2,943
Lions Gate Entertainment Corp.*—Class B (Entertainment)		559		5,696
Liquidia Corp.* (Pharmaceuticals)		220		2,647
Liquidity Services, Inc.* (Commercial Services & Supplies)		107		1,841
LivaNova PLC* (Health Care Equipment & Supplies)		252		13,038
Live Oak Bancshares, Inc. (Banks)		156		7,098
Livent Corp.* (Chemicals)		837		15,049
LivePerson, Inc.* (Software)		364		1,380
LiveRamp Holdings, Inc.* (Software)		305		11,553
Livewire Group, Inc.* (Automobiles)		89		1,007
Longboard Pharmaceuticals, Inc.* (Pharmaceuticals)		72		434
Loop Media, Inc.* (Entertainment)		178		178
LSB Industries, Inc.* (Chemicals)		249		2,318
LSI Industries, Inc. (Electrical Equipment)		130		1,830
LTC Properties, Inc. (Health Care REITs)		190		6,103
Lumen Technologies, Inc.* (Diversified Telecommunication Services)		4,674		8,553
Luminar Technologies, Inc.* (Automobile Components)		1,263		4,256
Luna Innovations, Inc.* (Electronic Equipment, Instruments & Components)		151		1,004
Luther Burbank Corp.* (Banks)		48		514
Luxfer Holdings PLC (Machinery)		124		1,109
LXP Industrial Trust (Industrial REITs)		1,344		13,332
Lyell Immunopharma, Inc.* (Biotechnology)		804		1,560
M.D.C Holdings, Inc. (Household Durables)		278		15,360
M/I Homes, Inc.* (Household Durables)		125		17,218
Macatawa Bank Corp. (Banks)		122		1,376
MACOM Technology Solutions Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		252		23,423
MacroGenics, Inc.* (Biotechnology)		282		2,713
Madison Square Garden Entertainment Corp.* (Entertainment)		184		5,849
Madrigal Pharmaceuticals, Inc.* (Biotechnology)		69		15,965
Magnite, Inc.* (Media)		627		5,857
Magnolia Oil & Gas Corp.—Class A (Oil, Gas & Consumable Fuels)		832		17,713
Maiden Holdings, Ltd.* (Insurance)		421		964
MainStreet Bancshares, Inc. (Banks)		32		794
Malibu Boats, Inc.*—Class A (Leisure Products)		94		5,153
Mammoth Energy Services, Inc.* (Energy Equipment & Services)		108		482
MannKind Corp.* (Biotechnology)		1,209		4,401
Marathon Digital Holdings, Inc.* (Software)		987		23,185
Marcus & Millichap, Inc. (Real Estate Management & Development)		110		4,805
Marine Products Corp. (Leisure Products)		39		445
MarineMax, Inc.* (Specialty Retail)		99		3,851
Marinus Pharmaceuticals, Inc.* (Pharmaceuticals)		235		2,554
MarketWise, Inc. (Capital Markets)		149		407
Marqeta, Inc.*—Class A (Financial Services)		2,227		15,544
Marten Transport, Ltd. (Ground Transportation)		269		5,644
Masonite International Corp.* (Building Products)		103		8,720
Masterbrand, Inc.* (Building Products)		601		8,925
MasterCraft Boat Holdings, Inc.* (Leisure Products)		79		1,789
Matador Resources Co. (Oil, Gas & Consumable Fuels)		526		29,908
Materion Corp. (Metals & Mining)		95		12,362
Mativ Holdings, Inc. (Chemicals)		253		3,873
Matson, Inc. (Marine Transportation)		160		17,535
Matterport, Inc.* (Software)		1,184		3,185
Matthews International Corp.—Class A (Commercial Services & Supplies)		138		5,058
Maui Land & Pineapple Co., Inc.* (Real Estate Management & Development)		35		556
MaxCyte, Inc.* (Life Sciences Tools & Services)		405		1,904
Maxeon Solar Technologies, Ltd.* (Semiconductors & Semiconductor Equipment)		136		975
Maximus, Inc. (Professional Services)		282		23,648
MaxLinear, Inc.* (Semiconductors & Semiconductor Equipment)		353		8,391
Mayville Engineering Co., Inc.* (Machinery)		52		750
MBIA, Inc. (Insurance)		212		1,297

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraSmall-Cap :: 213

Common Stocks, continued

	Shares		Value
McGrath RentCorp (Trading Companies & Distributors)		115	$	13,756
MediaAlpha, Inc.*—Class A (Interactive Media & Services)		105		1,171
Medifast, Inc. (Personal Care Products)		50		3,361
MeiraGTx Holdings PLC* (Biotechnology)		151		1,060
Mercantile Bank Corp. (Banks)		73		2,948
Merchants Bancorp (Financial Services)		74		3,151
Mercury General Corp. (Insurance)		124		4,626
MeridianLink, Inc.* (Software)		122		3,022
Merit Medical Systems, Inc.* (Health Care Equipment & Supplies)		264		20,052
Meritage Homes Corp. (Household Durables)		169		29,441
Merrimack Pharmaceuticals, Inc.* (Biotechnology)		49		657
Mersana Therapeutics, Inc.* (Biotechnology)		514		1,192
Mesa Laboratories, Inc. (Life Sciences Tools & Services)		24		2,514
Methode Electronics, Inc. (Electronic Equipment, Instruments & Components)		158		3,591
Metrocity Bankshares, Inc. (Banks)		85		2,042
Metropolitan Bank Holding Corp.* (Banks)		48		2,658
MFA Financial, Inc. (Mortgage REITs)		474		5,342
MGE Energy, Inc. (Electric Utilities)		169		12,220
MGP Ingredients, Inc. (Beverages)		74		7,290
MicroStrategy, Inc.*^(a) (Software)		57		36,001
Microvast Holdings, Inc.* (Machinery)		996		1,394
MicroVision, Inc.*^(a) (Electronic Equipment, Instruments & Components)		875		2,328
Mid Penn Bancorp, Inc. (Banks)		66		1,602
Middlefield Banc Corp. (Banks)		36		1,165
Middlesex Water Co. (Water Utilities)		81		5,315
Midland States Bancorp, Inc. (Banks)		96		2,646
MidWestOne Financial Group, Inc. (Banks)		66		1,776
Miller Industries, Inc. (Machinery)		52		2,199
MillerKnoll, Inc. (Commercial Services & Supplies)		342		9,125
MiMedx Group, Inc.* (Biotechnology)		535		4,692
Minerals Technologies, Inc. (Chemicals)		151		10,768
Mineralys Therapeutics, Inc.* (Biotechnology)		90		774
Mirion Technologies, Inc.* (Electronic Equipment, Instruments & Components)		929		9,522
Mirum Pharmaceuticals, Inc.* (Biotechnology)		115		3,395
Mission Produce, Inc.* (Food Products)		225		2,270
Mistras Group, Inc.* (Professional Services)		97		710
Mitek Systems, Inc.* (Software)		202		2,634
Model N, Inc.* (Software)		176		4,740
Modine Manufacturing Co.* (Automobile Components)		239		14,268
ModivCare, Inc.* (Health Care Providers & Services)		59		2,595
Moelis & Co.—Class A (Capital Markets)		310		17,399
Monarch Casino & Resort, Inc. (Hotels, Restaurants & Leisure)		62		4,287
Mondee Holdings, Inc.* (Hotels, Restaurants & Leisure)		210		580
Monro, Inc. (Specialty Retail)		144		4,225
Montauk Renewables, Inc.* (Independent Power and Renewable Electricity Producers)		309		2,753
Monte Rosa Therapeutics, Inc.* (Biotechnology)		141		797
Montrose Environmental Group, Inc.* (Commercial Services & Supplies)		129		4,145
Moog, Inc.—Class A (Aerospace & Defense)		132		19,112
Morphic Holding, Inc.* (Biotechnology)		170		4,910
Movado Group, Inc. (Textiles, Apparel & Luxury Goods)		71		2,141
Mr. Cooper Group, Inc.* (Financial Services)		299		19,471
MRC Global, Inc.* (Trading Companies & Distributors)		389		4,283
Mueller Industries, Inc. (Machinery)		520		24,518
Mueller Water Products, Inc.—Class A (Machinery)		720		10,368
Multiplan Corp.* (Health Care Technology)		1,784		2,569
Mural Oncology PLC* (Biotechnology)		77		456
Murphy Oil Corp. (Oil, Gas & Consumable Fuels)		689		29,393
MVB Financial Corp. (Banks)		53		1,196
Myers Industries, Inc. (Containers & Packaging)		170		3,324
MYR Group, Inc.* (Construction & Engineering)		76		10,992
Myriad Genetics, Inc.* (Biotechnology)		374		7,158
N-able, Inc.* (Software)		324		4,293
Nabors Industries, Ltd.* (Energy Equipment & Services)		42		3,428
NACCO Industries, Inc.—Class A (Oil, Gas & Consumable Fuels)		19		694
NanoString Technologies, Inc.* (Life Sciences Tools & Services)		219		164
Nano-X Imaging, Ltd.* (Health Care Equipment & Supplies)		221		1,408
Napco Security Technologies, Inc. (Electronic Equipment, Instruments & Components)		154		5,275
Nathan's Famous, Inc. (Hotels, Restaurants & Leisure)		13		1,014
National Bank Holdings Corp.—Class A (Banks)		171		6,359
National Bankshares, Inc. (Banks)		27		873
National Beverage Corp.* (Beverages)		110		5,469
National Health Investors, Inc. (Health Care REITs)		194		10,835
National HealthCare Corp. (Health Care Providers & Services)		58		5,360
National Presto Industries, Inc. (Aerospace & Defense)		24		1,927
National Research Corp. (Health Care Providers & Services)		67		2,651
National Vision Holdings, Inc.* (Specialty Retail)		360		7,535
National Western Life Group, Inc.—Class A (Insurance)		11		5,313
Natural Grocers by Vitamin Cottage, Inc. (Consumer Staples Distribution & Retail)		43		688
Nature's Sunshine Products, Inc.* (Personal Care Products)		61		1,055
Nautilus Biotechnology, Inc.* (Life Sciences Tools & Services)		234		700
Navient Corp. (Consumer Finance)		399		7,429
Navitas Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		507		4,091

See accompanying notes to financial statements.

214 :: ProFund VP UltraSmall-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
NBT Bancorp, Inc. (Banks)		212	$	8,885
Nelnet, Inc.—Class A (Consumer Finance)		60		5,293
Neogen Corp.* (Health Care Equipment & Supplies)		1,010		20,310
NeoGenomics, Inc.* (Health Care Providers & Services)		591		9,562
NerdWallet, Inc.*—Class A (Consumer Finance)		157		2,311
Nerdy, Inc.* (Diversified Consumer Services)		290		995
NETGEAR, Inc.* (Communications Equipment)		134		1,954
NetScout Systems, Inc.* (Communications Equipment)		322		7,068
NETSTREIT Corp. (Retail REITs)		321		5,730
Neumora Therapeutics, Inc.* (Pharmaceuticals)		69		1,176
Nevro Corp.* (Health Care Equipment & Supplies)		165		3,551
New Jersey Resources Corp. (Gas Utilities)		451		20,105
New York Mortgage Trust, Inc. (Mortgage REITs)		422		3,602
Newmark Group, Inc.—Class A (Real Estate Management & Development)		637		6,982
Newpark Resources, Inc.* (Energy Equipment & Services)		354		2,351
NewtekOne, Inc. (Financial Services)		108		1,490
NexPoint Diversified Real Estate Trust (Diversified REITs)		142		1,129
Nexpoint Real Estate Finance, Inc. (Mortgage REITs)		37		583
NexPoint Residential Trust, Inc. (Residential REITs)		105		3,615
NextDecade Corp.* (Oil, Gas & Consumable Fuels)		362		1,727
Nextdoor Holdings, Inc.* (Interactive Media & Services)		675		1,276
NextNav, Inc.* (Software)		257		1,144
NEXTracker, Inc.*—Class A (Electrical Equipment)		230		10,776
NGM Biopharmaceuticals, Inc.* (Pharmaceuticals)		202		174
NI Holdings, Inc.* (Insurance)		38		494
Nicolet Bankshares, Inc. (Banks)		60		4,829
Nikola Corp.* (Machinery)		2,882		2,521
NioCorp Developments, Ltd.* (Metals & Mining)		10		32
Nkarta, Inc.* (Biotechnology)		140		924
NL Industries, Inc. (Commercial Services & Supplies)		39		219
nLight, Inc.* (Electronic Equipment, Instruments & Components)		208		2,808
NMI Holdings, Inc.*—Class A (Financial Services)		375		11,130
Noble Corp. PLC (Energy Equipment & Services)		522		25,139
Noodles & Co.* (Hotels, Restaurants & Leisure)		186		586
Nordic American Tankers, Ltd. (Oil, Gas & Consumable Fuels)		952		3,998
Northeast Bank (Banks)		31		1,711
Northeast Community Bancorp, Inc. (Banks)		59		1,047
Northern Oil and Gas, Inc. (Oil, Gas & Consumable Fuels)		408		15,125
Northfield Bancorp, Inc. (Banks)		186		2,340
Northrim Bancorp, Inc. (Banks)		25		1,430
Northwest Bancshares, Inc. (Banks)		591		7,376
Northwest Natural Holding Co. (Gas Utilities)		167		6,503
Northwest Pipe Co.* (Construction & Engineering)		46		1,392
Northwestern Energy Group, Inc. (Multi-Utilities)		286		14,555
Norwood Financial Corp. (Banks)		34		1,119
Novagold Resources, Inc.* (Metals & Mining)		1,121		4,193
Novanta, Inc.* (Electronic Equipment, Instruments & Components)		166		27,956
Novavax, Inc.*^(a) (Biotechnology)		441		2,117
NOW, Inc.* (Trading Companies & Distributors)		494		5,592
Nu Skin Enterprises, Inc.—Class A (Personal Care Products)		231		4,486
Nurix Therapeutics, Inc.* (Biotechnology)		221		2,281
NuScale Power Corp.* (Electrical Equipment)		252		829
Nuvalent, Inc.*—Class A (Biotechnology)		123		9,052
Nuvation Bio, Inc.* (Pharmaceuticals)		675		1,019
Nuvectis Pharma, Inc.* (Biotechnology)		34		284
NV5 Global, Inc.* (Professional Services)		64		7,112
NVE Corp. (Semiconductors & Semiconductor Equipment)		22		1,725
Oak Valley Bancorp (Banks)		31		928
Ocean Biomedical, Inc.* (Biotechnology)		40		26
Oceaneering International, Inc.* (Energy Equipment & Services)		466		9,916
OceanFirst Financial Corp. (Banks)		270		4,687
Ocular Therapeutix, Inc.* (Pharmaceuticals)		370		1,650
Ocwen Financial Corp.* (Financial Services)		30		923
Office Properties Income Trust (Office REITs)		223		1,632
OFG Bancorp (Banks)		214		8,021
O-I Glass, Inc.* (Containers & Packaging)		721		11,810
Oil States International, Inc.* (Energy Equipment & Services)		292		1,983
Oil-Dri Corp. of America (Household Products)		23		1,543
Old National Bancorp (Banks)		1,359		22,953
Old Second Bancorp, Inc. (Banks)		201		3,103
Olema Pharmaceuticals, Inc.* (Biotechnology)		124		1,740
Olo, Inc.*—Class A (Software)		480		2,746
Olympic Steel, Inc. (Metals & Mining)		46		3,068
Omega Flex, Inc. (Machinery)		15		1,058
Omega Therapeutics, Inc.* (Biotechnology)		113		340
Omeros Corp.* (Pharmaceuticals)		282		922
OmniAb, Inc.* (Life Sciences Tools & Services)		432		2,665
Omnicell, Inc.* (Health Care Equipment & Supplies)		208		7,827
ON24, Inc. (Software)		144		1,135
ONE Gas, Inc. (Gas Utilities)		256		16,312
One Liberty Properties, Inc. (Diversified REITs)		75		1,643
OneSpan, Inc.* (Software)		186		1,994
OneSpaWorld Holdings, Ltd.* (Diversified Consumer Services)		387		5,457
OneWater Marine, Inc.* (Specialty Retail)		54		1,825
Onto Innovation, Inc.* (Semiconductors & Semiconductor Equipment)		227		34,709
Ooma, Inc.* (Diversified Telecommunication Services)		112		1,202

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraSmall-Cap :: 215

Common Stocks, continued

	Shares		Value
Open Lending Corp.* (Capital Markets)		461	$	3,923
Opendoor Technologies, Inc.* (Real Estate Management & Development)		2,577		11,545
OPENLANE, Inc.* (Commercial Services & Supplies)		501		7,420
OPKO Health, Inc.* (Health Care Providers & Services)		1,869		2,822
OppFi, Inc.* (Consumer Finance)		50		256
OptimizeRx Corp.* (Health Care Technology)		75		1,073
Optinose, Inc.* (Pharmaceuticals)		338		436
Option Care Health, Inc.* (Health Care Providers & Services)		777		26,178
Orange County Bancorp, Inc. (Banks)		24		1,446
OraSure Technologies, Inc.* (Health Care Equipment & Supplies)		334		2,739
Orchestra BioMed Holdings, Inc.* (Health Care Equipment & Supplies)		68		621
Orchid Island Capital, Inc. (Mortgage REITs)		244		2,057
Organogenesis Holdings, Inc.* (Biotechnology)		326		1,333
ORIC Pharmaceuticals, Inc.* (Biotechnology)		181		1,665
Origin Bancorp, Inc. (Banks)		135		4,802
Origin Materials, Inc.* (Chemicals)		542		453
Orion Office REIT, Inc. (Office REITs)		265		1,516
Orion SA (Chemicals)		257		7,127
Ormat Technologies, Inc. (Independent Power and Renewable Electricity Producers)		248		18,796
Orrstown Financial Services, Inc. (Banks)		47		1,387
Orthofix Medical, Inc.* (Health Care Equipment & Supplies)		163		2,197
OrthoPediatrics Corp.* (Health Care Equipment & Supplies)		74		2,406
Oscar Health, Inc.*—Class A (Insurance)		731		6,689
OSI Systems, Inc.* (Electronic Equipment, Instruments & Components)		75		9,679
Otter Tail Corp. (Electric Utilities)		191		16,229
Outbrain, Inc.* (Interactive Media & Services)		190		832
Outfront Media, Inc. (Specialized REITs)		684		9,549
Outlook Therapeutics, Inc.* (Biotechnology)		729		287
Outset Medical, Inc.* (Health Care Equipment & Supplies)		232		1,255
Overseas Shipholding Group, Inc.—Class A (Oil, Gas & Consumable Fuels)		286		1,507
Ovid Therapeutics, Inc.* (Biotechnology)		276		889
Owens & Minor, Inc.* (Health Care Providers & Services)		344		6,629
Oxford Industries, Inc. (Textiles, Apparel & Luxury Goods)		69		6,900
P10, Inc.—Class A (Capital Markets)		203		2,075
P3 Health Partners, Inc.* (Health Care Providers & Services)		189		266
Pacific Biosciences of California, Inc.* (Life Sciences Tools & Services)		1,168		11,459
Pacific Premier Bancorp, Inc. (Banks)		440		12,808
Pacira BioSciences, Inc.* (Pharmaceuticals)		211		7,119
Pactiv Evergreen, Inc. (Containers & Packaging)		186		2,550
PagerDuty, Inc.* (Software)		420		9,723
Pagseguro Digital, Ltd.*—Class A (Financial Services)		921		11,485
Palomar Holdings, Inc.* (Insurance)		113		6,272
PAM Transportation Services, Inc.* (Ground Transportation)		29		603
Pangaea Logistics Solutions, Ltd. (Marine Transportation)		169		1,393
Papa John's International, Inc. (Hotels, Restaurants & Leisure)		152		11,587
Par Pacific Holdings, Inc.* (Oil, Gas & Consumable Fuels)		256		9,311
PAR Technology Corp.* (Electronic Equipment, Instruments & Components)		124		5,399
Paragon 28, Inc.* (Health Care Equipment & Supplies)		204		2,536
Paramount Group, Inc. (Office REITs)		858		4,436
Park Aerospace Corp. (Aerospace & Defense)		86		1,264
Park National Corp. (Banks)		66		8,769
Parke Bancorp, Inc. (Banks)		48		972
Park-Ohio Holdings Corp. (Machinery)		40		1,078
Parsons Corp.* (Professional Services)		191		11,978
Pathward Financial, Inc. (Banks)		121		6,405
Patria Investments, Ltd.—Class A (Capital Markets)		252		3,909
Patrick Industries, Inc. (Automobile Components)		99		9,935
Patterson Cos., Inc. (Health Care Providers & Services)		398		11,323
Patterson-UTI Energy, Inc. (Energy Equipment & Services)		1,640		17,712
Payoneer Global, Inc.* (Financial Services)		1,229		6,403
Paysafe, Ltd.* (Financial Services)		150		1,919
Paysign, Inc.* (Financial Services)		151		423
PBF Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		518		22,771
PC Connection, Inc. (Electronic Equipment, Instruments & Components)		53		3,562
PCB Bancorp (Banks)		51		940
PDF Solutions, Inc.* (Semiconductors & Semiconductor Equipment)		142		4,564
PDS Biotechnology Corp.* (Biotechnology)		130		646
Peabody Energy Corp. (Oil, Gas & Consumable Fuels)		530		12,890
Peakstone Realty Trust (Office REITs)		168		3,348
Peapack-Gladstone Financial Corp. (Banks)		78		2,326
Pebblebrook Hotel Trust (Hotel & Resort REITs)		551		8,805
Pediatrix Medical Group, Inc.* (Health Care Providers & Services)		390		3,627
Penns Woods Bancorp, Inc. (Banks)		32		720
PennyMac Financial Services, Inc. (Financial Services)		118		10,428
PennyMac Mortgage Investment Trust (Mortgage REITs)		403		6,025
Peoples Bancorp, Inc. (Banks)		162		5,469
Peoples Financial Services Corp. (Banks)		32		1,558
PepGen, Inc.* (Biotechnology)		47		320
Perdoceo Education Corp. (Diversified Consumer Services)		303		5,321
Perella Weinberg Partners (Capital Markets)		195		2,385
Perficient, Inc.* (IT Services)		159		10,465
Performant Financial Corp.* (Commercial Services & Supplies)		312		975
Perimeter Solutions SA* (Chemicals)		708		3,257

See accompanying notes to financial statements.

216 :: ProFund VP UltraSmall-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Permian Resources Corp. (Oil, Gas & Consumable Fuels)		1,814	$	24,670
Perpetua Resources Corp.* (Metals & Mining)		175		555
PetIQ, Inc.* (Health Care Providers & Services)		127		2,508
PetMed Express, Inc. (Specialty Retail)		95		718
PGT Innovations, Inc.* (Building Products)		263		10,704
Phathom Pharmaceuticals, Inc.* (Pharmaceuticals)		149		1,360
Phibro Animal Health Corp.—Class A (Pharmaceuticals)		95		1,100
Phillips Edison & Co., Inc. (Retail REITs)		547		19,954
Photronics, Inc.* (Semiconductors & Semiconductor Equipment)		283		8,878
Phreesia, Inc.* (Health Care Technology)		246		5,695
Physicians Realty Trust (Health Care REITs)		1,104		14,694
Piedmont Lithium, Inc.* (Metals & Mining)		83		2,343
Piedmont Office Realty Trust, Inc.—Class A (Office REITs)		573		4,074
Pioneer Bancorp, Inc.* (Banks)		54		541
Piper Sandler Cos. (Capital Markets)		80		13,990
Pitney Bowes, Inc. (Commercial Services & Supplies)		814		3,582
PJT Partners, Inc.—Class A (Capital Markets)		110		11,206
Planet Labs PBC* (Professional Services)		812		2,006
PlayAGS, Inc.* (Hotels, Restaurants & Leisure)		171		1,442
Playstudios, Inc.* (Entertainment)		397		1,076
Plexus Corp.* (Electronic Equipment, Instruments & Components)		127		13,733
Pliant Therapeutics, Inc.* (Pharmaceuticals)		265		4,799
Plumas Bancorp (Banks)		25		1,034
Plymouth Industrial REIT, Inc. (Industrial REITs)		205		4,934
PMV Pharmaceuticals, Inc.* (Biotechnology)		179		555
PNM Resources, Inc. (Electric Utilities)		398		16,557
Ponce Financial Group, Inc.* (Banks)		90		878
Portillo's, Inc.*—Class A (Hotels, Restaurants & Leisure)		210		3,345
Portland General Electric Co. (Electric Utilities)		472		20,457
Poseida Therapeutics, Inc.* (Biotechnology)		315		1,058
Postal Realty Trust, Inc.—Class A (Office REITs)		95		1,383
Potbelly Corp.* (Hotels, Restaurants & Leisure)		121		1,261
PotlatchDeltic Corp. (Specialized REITs)		367		18,020
Powell Industries, Inc. (Electrical Equipment)		43		3,801
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		263		21,595
PowerSchool Holdings, Inc.* (Software)		260		6,126
PRA Group, Inc.* (Consumer Finance)		179		4,690
Precigen, Inc.* (Biotechnology)		626		839
Preferred Bank (Banks)		60		4,383
Preformed Line Products Co. (Electrical Equipment)		12		1,606
Prelude Therapeutics, Inc.* (Biotechnology)		69		295
Premier Financial Corp. (Banks)		164		3,952
Prestige Consumer Healthcare, Inc.* (Pharmaceuticals)		231		14,142
Presto Automation, Inc.* (Electronic Equipment, Instruments & Components)		17		9
PriceSmart, Inc. (Consumer Staples Distribution & Retail)		117		8,866
Prime Medicine, Inc.* (Biotechnology)		183		1,621
PrimeEnergy Resources Corp.* (Oil, Gas & Consumable Fuels)		3		319
Primis Financial Corp. (Banks)		94		1,190
Primo Water Corp. (Beverages)		726		10,927
Primoris Services Corp. (Construction & Engineering)		246		8,170
Princeton Bancorp, Inc. (Banks)		24		862
Priority Technology Holdings, Inc.* (Financial Services)		82		292
Privia Health Group, Inc.* (Health Care Providers & Services)		522		12,022
ProAssurance Corp. (Insurance)		242		3,337
PROCEPT BioRobotics Corp.* (Health Care Equipment & Supplies)		187		7,837
ProFrac Holding Corp.*—Class A (Energy Equipment & Services)		120		1,018
PROG Holdings, Inc.* (Consumer Finance)		205		6,337
Progress Software Corp. (Software)		202		10,969
Progyny, Inc.*^(a) (Health Care Providers & Services)		368		13,683
ProKidney Corp.* (Biotechnology)		209		372
ProPetro Holding Corp.* (Energy Equipment & Services)		448		3,754
PROS Holdings, Inc.* (Software)		207		8,030
Protagonist Therapeutics, Inc.* (Biotechnology)		265		6,076
Protalix BioTherapeutics, Inc.* (Biotechnology)		307		546
Prothena Corp. PLC* (Biotechnology)		196		7,123
Proto Labs, Inc.* (Machinery)		122		4,753
Provident Financial Services, Inc. (Banks)		341		6,148
PTC Therapeutics, Inc.* (Biotechnology)		334		9,205
PubMatic, Inc.*—Class A (Media)		198		3,229
Pulmonx Corp.* (Health Care Equipment & Supplies)		170		2,168
Pulse Biosciences, Inc.* (Health Care Equipment & Supplies)		75		918
Pure Cycle Corp.* (Water Utilities)		91		953
PureCycle Technologies, Inc.*^(a) (Chemicals)		539		2,183
Purple Innovation, Inc. (Household Durables)		254		262
Q2 Holdings, Inc.* (Software)		264		11,460
QCR Holdings, Inc. (Banks)		76		4,438
Quad/Graphics, Inc.* (Commercial Services & Supplies)		142		770
Quaker Chemical Corp. (Chemicals)		64		13,659
Qualys, Inc.* (Software)		173		33,955
Quanex Building Products Corp. (Building Products)		153		4,677
Quanterix Corp.* (Life Sciences Tools & Services)		163		4,456
Quantum-Si, Inc.* (Life Sciences Tools & Services)		472		949
QuinStreet, Inc.* (Interactive Media & Services)		245		3,141
Quipt Home Medical Corp.* (Health Care Providers & Services)		190		967
Qurate Retail, Inc.*—Class B (Broadline Retail)		6		39
Rackspace Technology, Inc.* (IT Services)		293		586
Radian Group, Inc. (Financial Services)		730		20,842
Radiant Logistics, Inc.* (Air Freight & Logistics)		169		1,122
RadNet, Inc.* (Health Care Providers & Services)		279		9,701
Rain Oncology, Inc.* (Pharmaceuticals)		82		98

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraSmall-Cap :: 217

Common Stocks, continued

	Shares		Value
Rallybio Corp.* (Biotechnology)		142	$	339
Ramaco Resources, Inc.^(a)—Class A (Metals & Mining)		103		1,770
Ramaco Resources, Inc.—Class B (Metals & Mining)		21		280
Rambus, Inc.* (Semiconductors & Semiconductor Equipment)		506		34,536
Ranger Energy Services, Inc. (Energy Equipment & Services)		68		696
Ranpak Holdings Corp.* (Containers & Packaging)		201		1,170
Rapid7, Inc.* (Software)		281		16,045
RAPT Therapeutics, Inc.* (Biotechnology)		137		3,404
Rayonier Advanced Materials, Inc.* (Chemicals)		296		1,199
Rayzebio, Inc.* (Biotechnology)		93		5,782
RBB Bancorp (Banks)		78		1,485
RCI Hospitality Holdings, Inc. (Hotels, Restaurants & Leisure)		41		2,717
RE/MAX Holdings, Inc. (Real Estate Management & Development)		81		1,080
Ready Capital Corp. (Mortgage REITs)		743		7,616
Recursion Pharmaceuticals, Inc.*—Class A (Biotechnology)		633		6,241
Red River Bancshares, Inc. (Banks)		22		1,234
Red Robin Gourmet Burgers, Inc.* (Hotels, Restaurants & Leisure)		74		923
Red Rock Resorts, Inc.—Class A (Hotels, Restaurants & Leisure)		221		11,786
Red Violet, Inc.* (Software)		52		1,038
Redfin Corp.* (Real Estate Management & Development)		507		5,232
Redwire Corp.* (Aerospace & Defense)		36		103
Redwood Trust, Inc. (Mortgage REITs)		528		3,912
REGENXBIO, Inc.* (Biotechnology)		190		3,411
Regional Management Corp. (Consumer Finance)		37		928
Relay Therapeutics, Inc.* (Biotechnology)		418		4,602
Remitly Global, Inc.* (Financial Services)		617		11,982
Renasant Corp. (Banks)		256		8,622
Reneo Pharmaceuticals, Inc.* (Biotechnology)		60		96
Rent the Runway, Inc.*—Class A (Specialty Retail)		232		122
Repay Holdings Corp.* (Financial Services)		385		3,288
Replimune Group, Inc.* (Biotechnology)		229		1,930
Republic Bancorp, Inc.—Class A (Banks)		39		2,151
Reservoir Media, Inc.* (Entertainment)		92		656
Resideo Technologies, Inc.* (Building Products)		679		12,779
Resources Connection, Inc. (Professional Services)		150		2,126
Retail Opportunity Investments Corp. (Retail REITs)		571		8,011
REV Group, Inc. (Machinery)		147		2,671
Revance Therapeutics, Inc.* (Pharmaceuticals)		405		3,560
REVOLUTION Medicines, Inc.* (Biotechnology)		667		19,130
Revolve Group, Inc.* (Specialty Retail)		190		3,150
REX American Resources Corp.* (Oil, Gas & Consumable Fuels)		72		3,406
RGC Resources, Inc. (Gas Utilities)		37		753
Rhythm Pharmaceuticals, Inc.* (Biotechnology)		238		10,941
Ribbon Communications, Inc.* (Communications Equipment)		412		1,195
Richardson Electronics, Ltd. (Electronic Equipment, Instruments & Components)		56		748
Rigel Pharmaceuticals, Inc.* (Biotechnology)		793		1,150
Riley Exploration Permian, Inc. (Oil, Gas & Consumable Fuels)		41		1,117
Rimini Street, Inc.* (Software)		242		791
Ring Energy, Inc.* (Oil, Gas & Consumable Fuels)		556		812
Riot Platforms, Inc.* (Software)		882		13,645
RLJ Lodging Trust (Hotel & Resort REITs)		719		8,427
Rocket Lab USA, Inc.* (Aerospace & Defense)		1,293		7,150
Rocket Pharmaceuticals, Inc.* (Biotechnology)		291		8,721
Rocky Brands, Inc. (Textiles, Apparel & Luxury Goods)		32		966
Rogers Corp.* (Electronic Equipment, Instruments & Components)		80		10,566
Rover Group, Inc.* (Diversified Consumer Services)		424		4,613
RPC, Inc. (Energy Equipment & Services)		394		2,868
Rush Enterprises, Inc.—Class A (Trading Companies & Distributors)		286		14,386
Rush Enterprises, Inc.—Class B (Trading Companies & Distributors)		42		2,225
Rush Street Interactive, Inc.* (Hotels, Restaurants & Leisure)		300		1,347
RXO, Inc.* (Ground Transportation)		539		12,537
RxSight, Inc.* (Health Care Equipment & Supplies)		132		5,322
Ryerson Holding Corp. (Metals & Mining)		130		4,508
Ryman Hospitality Properties, Inc. (Hotel & Resort REITs)		271		29,826
S&T Bancorp, Inc. (Banks)		177		5,915
Sabra Health Care REIT, Inc. (Health Care REITs)		1,074		15,326
Sabre Corp.* (Hotels, Restaurants & Leisure)		1,536		6,758
Safe Bulkers, Inc. (Marine Transportation)		307		1,207
Safehold, Inc. (Specialized REITs)		226		5,288
Safety Insurance Group, Inc. (Insurance)		67		5,091
Sage Therapeutics, Inc.* (Biotechnology)		245		5,309
Sagimet Biosciences, Inc.*—Class A (Biotechnology)		26		141
Sally Beauty Holdings, Inc.* (Specialty Retail)		498		6,613
Sana Biotechnology, Inc.* (Biotechnology)		445		1,816
Sanara Medtech, Inc.* (Health Care Equipment & Supplies)		18		740
SandRidge Energy, Inc. (Oil, Gas & Consumable Fuels)		148		2,023
Sandy Spring Bancorp, Inc. (Banks)		203		5,530
Sangamo Therapeutics, Inc.* (Biotechnology)		690		375
Sanmina Corp.* (Electronic Equipment, Instruments & Components)		262		13,459
Sapiens International Corp. N.V. (Software)		142		4,109
Saul Centers, Inc. (Retail REITs)		54		2,121
Savara, Inc.* (Biotechnology)		419		1,969
Savers Value Village, Inc.*^(a) (Broadline Retail)		120		2,086
ScanSource, Inc.* (Electronic Equipment, Instruments & Components)		115		4,555

See accompanying notes to financial statements.

218 :: ProFund VP UltraSmall-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Schnitzer Steel Industries, Inc. (Metals & Mining)		120	$	3,619
Scholar Rock Holding Corp.* (Biotechnology)		257		4,832
Scholastic Corp. (Media)		124		4,675
Schrodinger, Inc.* (Health Care Technology)		253		9,057
Scilex Holding Co.* (Pharmaceuticals)		279		569
Scorpio Tankers, Inc. (Oil, Gas & Consumable Fuels)		221		13,437
scPharmaceuticals, Inc.* (Pharmaceuticals)		134		840
Seacoast Banking Corp. of Florida (Banks)		391		11,128
SEACOR Marine Holdings, Inc.* (Energy Equipment & Services)		112		1,410
Seadrill, Ltd.* (Energy Equipment & Services)		234		11,064
SeaWorld Entertainment, Inc.* (Hotels, Restaurants & Leisure)		169		8,928
Security National Financial Corp.*—Class A (Financial Services)		58		522
Seer, Inc.* (Life Sciences Tools & Services)		272		528
Select Medical Holdings Corp. (Health Care Providers & Services)		482		11,327
Select Water Solutions, Inc. (Energy Equipment & Services)		370		2,808
Selective Insurance Group, Inc. (Insurance)		279		27,754
Selectquote, Inc.* (Insurance)		632		866
Semler Scientific, Inc.* (Health Care Equipment & Supplies)		21		930
SEMrush Holdings, Inc.*—Class A (Software)		145		1,981
Semtech Corp.* (Semiconductors & Semiconductor Equipment)		297		6,507
Seneca Foods Corp.*—Class A (Food Products)		24		1,259
Sensient Technologies Corp. (Chemicals)		195		12,870
Seres Therapeutics, Inc.* (Biotechnology)		451		631
Service Properties Trust (Hotel & Resort REITs)		765		6,533
ServisFirst Bancshares, Inc. (Banks)		236		15,725
SES AI Corp.* (Electrical Equipment)		579		1,060
SFL Corp., Ltd. (Oil, Gas & Consumable Fuels)		534		6,024
Shake Shack, Inc.*—Class A (Hotels, Restaurants & Leisure)		175		12,971
Sharecare, Inc.* (Health Care Technology)		1,429		1,543
Shenandoah Telecommunications Co. (Diversified Telecommunication Services)		225		4,865
Shoals Technologies Group, Inc.*—Class A (Electrical Equipment)		795		12,354
Shoe Carnival, Inc. (Specialty Retail)		84		2,538
Shore Bancshares, Inc. (Banks)		138		1,967
Shutterstock, Inc. (Interactive Media & Services)		114		5,504
SI-BONE, Inc.* (Health Care Equipment & Supplies)		184		3,862
Sierra Bancorp (Banks)		62		1,398
SIGA Technologies, Inc. (Pharmaceuticals)		214		1,198
Sight Sciences, Inc.* (Health Care Equipment & Supplies)		100		516
Signet Jewelers, Ltd. (Specialty Retail)		207		22,204
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		147		19,444
Silk Road Medical, Inc.* (Health Care Equipment & Supplies)		178		2,184
SilverBow Resources, Inc.* (Oil, Gas & Consumable Fuels)		98		2,850
Silvercrest Asset Management Group, Inc.—Class A (Capital Markets)		44		748
Simmons First National Corp.—Class A (Banks)		576		11,428
Simpson Manufacturing Co., Inc. (Building Products)		199		39,398
Simulations Plus, Inc. (Health Care Technology)		74		3,312
Sinclair, Inc. (Media)		152		1,981
SiriusPoint, Ltd.* (Insurance)		324		3,758
SITE Centers Corp. (Retail REITs)		884		12,049
SiTime Corp.* (Semiconductors & Semiconductor Equipment)		81		9,888
Sitio Royalties Corp.—Class A (Oil, Gas & Consumable Fuels)		381		8,957
Six Flags Entertainment Corp.* (Hotels, Restaurants & Leisure)		335		8,402
SJW Group (Water Utilities)		148		9,672
Skillsoft Corp.* (Professional Services)		20		352
Skyline Champion Corp.* (Household Durables)		249		18,491
Skyward Specialty Insurance Group, Inc.* (Insurance)		111		3,761
SkyWater Technology, Inc.*^(a) (Semiconductors & Semiconductor Equipment)		85		818
SkyWest, Inc.* (Passenger Airlines)		188		9,813
SKYX Platforms Corp.* (Electrical Equipment)		291		466
SL Green Realty Corp.^(a) (Office REITs)		301		13,595
Sleep Number Corp.* (Specialty Retail)		99		1,468
SM Energy Co. (Oil, Gas & Consumable Fuels)		548		21,219
SMART Global Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		224		4,240
SmartFinancial, Inc. (Banks)		73		1,788
SmartRent, Inc.* (Electronic Equipment, Instruments & Components)		854		2,724
Smith & Wesson Brands, Inc. (Leisure Products)		212		2,875
Snap One Holdings Corp.* (Household Durables)		85		757
Solaris Oilfield Infrastructure, Inc.—Class A (Energy Equipment & Services)		136		1,083
SolarWinds Corp.* (Software)		236		2,948
Solid Power, Inc.* (Automobile Components)		718		1,041
Solo Brands, Inc.*—Class A (Leisure Products)		92		567
SomaLogic, Inc.* (Life Sciences Tools & Services)		700		1,771
Sonic Automotive, Inc.—Class A (Specialty Retail)		68		3,822
Sonos, Inc.* (Household Durables)		589		10,095
SoundHound AI, Inc.*—Class A (Software)		640		1,357
SoundThinking, Inc.* (Software)		44		1,124
South Plains Financial, Inc. (Banks)		54		1,564
Southern First Bancshares, Inc.* (Banks)		36		1,336
Southern Missouri Bancorp, Inc. (Banks)		44		2,349
Southern States Bancshares, Inc. (Banks)		35		1,025
Southland Holdings, Inc.* (Construction & Engineering)		19		98
Southside Bancshares, Inc. (Banks)		133		4,166
SouthState Corp. (Banks)		353		29,810

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraSmall-Cap :: 219

Common Stocks, continued

	Shares		Value
Southwest Gas Holdings, Inc. (Gas Utilities)		287	$	18,181
Sovos Brands, Inc.* (Food Products)		256		5,640
SP Plus Corp.* (Commercial Services & Supplies)		91		4,664
SpartanNash Co. (Consumer Staples Distribution & Retail)		160		3,672
Sphere Entertainment Co.* (Entertainment)		123		4,177
Spire, Inc. (Gas Utilities)		239		14,899
Spirit Airlines, Inc. (Passenger Airlines)		509		8,343
Spok Holdings, Inc. (Wireless Telecommunication Services)		82		1,269
Sportsman's Warehouse Holdings, Inc.* (Specialty Retail)		174		741
SpringWorks Therapeutics, Inc.* (Biotechnology)		311		11,352
Sprinklr, Inc.*—Class A (Software)		490		5,900
Sprout Social, Inc.*—Class A (Software)		222		13,640
Sprouts Farmers Market, Inc.* (Consumer Staples Distribution & Retail)		473		22,757
SPS Commerce, Inc.* (Software)		170		32,952
SPX Technologies, Inc.* (Machinery)		205		20,707
Squarespace, Inc.*—Class A (IT Services)		234		7,724
STAAR Surgical Co.* (Health Care Equipment & Supplies)		225		7,022
Stagwell, Inc.* (Media)		372		2,466
Standard Motor Products, Inc. (Automobile Components)		95		3,782
Standex International Corp. (Machinery)		55		8,711
Star Holdings* (Diversified REITs)		60		899
Steelcase, Inc.—Class A (Commercial Services & Supplies)		430		5,814
Stellar Bancorp, Inc. (Banks)		226		6,292
Stem, Inc.*^(a) (Electrical Equipment)		660		2,561
Stepan Co. (Chemicals)		99		9,360
StepStone Group, Inc.—Class A (Capital Markets)		250		7,958
Sterling Bancorp, Inc.* (Banks)		101		583
Sterling Check Corp.* (Professional Services)		145		2,018
Sterling Infrastructure, Inc.* (Construction & Engineering)		139		12,222
Steven Madden, Ltd. (Textiles, Apparel & Luxury Goods)		349		14,658
Stewart Information Services Corp. (Insurance)		124		7,285
Stitch Fix, Inc.*—Class A (Specialty Retail)		397		1,417
Stock Yards Bancorp, Inc. (Banks)		126		6,488
Stoke Therapeutics, Inc.* (Biotechnology)		128		673
StoneCo, Ltd.*—Class A (Financial Services)		1,350		24,341
Stoneridge, Inc.* (Automobile Components)		123		2,407
StoneX Group, Inc.* (Capital Markets)		124		9,155
Strategic Education, Inc. (Diversified Consumer Services)		105		9,699
Stratus Properties, Inc.* (Real Estate Management & Development)		26		750
Stride, Inc.* (Diversified Consumer Services)		197		11,696
Sturm Ruger & Co., Inc. (Leisure Products)		81		3,681
Summit Financial Group, Inc. (Banks)		52		1,596
Summit Hotel Properties, Inc. (Hotel & Resort REITs)		486		3,266
Summit Materials, Inc.*—Class A (Construction Materials)		554		21,307
Summit Therapeutics, Inc.* (Biotechnology)		537		1,402
Sun Country Airlines Holdings, Inc.* (Passenger Airlines)		175		2,753
SunCoke Energy, Inc. (Metals & Mining)		388		4,167
Sunnova Energy International, Inc.* (Independent Power and Renewable Electricity Producers)		493		7,518
SunOpta, Inc.* (Food Products)		434		2,374
SunPower Corp.*^(a) (Electrical Equipment)		405		1,956
Sunstone Hotel Investors, Inc. (Hotel & Resort REITs)		966		10,365
Super Group SGHC, Ltd.* (Hotels, Restaurants & Leisure)		632		2,003
Super Micro Computer, Inc.* (Technology Hardware, Storage & Peripherals)		215		61,117
Supernus Pharmaceuticals, Inc.* (Pharmaceuticals)		228		6,598
Surgery Partners, Inc.* (Health Care Providers & Services)		352		11,260
Surmodics, Inc.* (Health Care Equipment & Supplies)		64		2,326
Sutro Biopharma, Inc.* (Biotechnology)		279		1,197
Sweetgreen, Inc.*—Class A (Hotels, Restaurants & Leisure)		448		5,062
SWK Holdings Corp.* (Financial Services)		17		298
Sylvamo Corp. (Paper & Forest Products)		166		8,152
Synaptics, Inc.* (Semiconductors & Semiconductor Equipment)		183		20,877
Syndax Pharmaceuticals, Inc.* (Biotechnology)		310		6,699
System1, Inc.* (Interactive Media & Services)		152		337
Tactile Systems Technology, Inc.* (Health Care Equipment & Supplies)		108		1,544
Talos Energy, Inc.* (Oil, Gas & Consumable Fuels)		505		7,186
Tanger, Inc. (Retail REITs)		474		13,139
Tango Therapeutics, Inc.* (Biotechnology)		207		2,049
Target Hospitality Corp.* (Hotels, Restaurants & Leisure)		145		1,411
Taro Pharmaceutical Industries, Ltd.* (Pharmaceuticals)		38		1,588
Tarsus Pharmaceuticals, Inc.* (Pharmaceuticals)		133		2,693
Taylor Morrison Home Corp.* (Household Durables)		481		25,661
TechTarget, Inc.* (Media)		118		4,113
Teekay Corp.* (Oil, Gas & Consumable Fuels)		287		2,052
Teekay Tankers, Ltd.—Class A (Oil, Gas & Consumable Fuels)		111		5,547
TEGNA, Inc. (Media)		936		14,322
Tejon Ranch Co.* (Real Estate Management & Development)		97		1,668
Tela Bio, Inc.* (Health Care Equipment & Supplies)		75		497
Telephone and Data Systems, Inc. (Wireless Telecommunication Services)		459		8,423
Tellurian, Inc.* (Oil, Gas & Consumable Fuels)		2,563		1,937
Tenable Holdings, Inc.* (Software)		530		24,411
Tenaya Therapeutics, Inc.* (Biotechnology)		215		697
Tennant Co. (Machinery)		86		7,971
Terawulf, Inc.* (Software)		686		1,646
Terex Corp. (Machinery)		308		17,698
Terns Pharmaceuticals, Inc.* (Pharmaceuticals)		199		1,292

See accompanying notes to financial statements.

220 :: ProFund VP UltraSmall-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Terran Orbital Corp.* (Aerospace & Defense)		459	$	523
Terreno Realty Corp. (Industrial REITs)		384		24,066
TETRA Technologies, Inc.* (Energy Equipment & Services)		581		2,626
Texas Capital Bancshares, Inc.* (Banks)		222		14,348
Textainer Group Holdings, Ltd. (Trading Companies & Distributors)		187		9,200
TG Therapeutics, Inc.* (Biotechnology)		643		10,982
The Andersons, Inc. (Consumer Staples Distribution & Retail)		149		8,573
The Bancorp, Inc.* (Banks)		241		9,293
The Bank of NT Butterfield & Son, Ltd. (Banks)		225		7,202
The Beauty Health Co.* (Personal Care Products)		379		1,179
The Brink's Co. (Commercial Services & Supplies)		214		18,820
The Buckle, Inc. (Specialty Retail)		142		6,748
The Cato Corp.—Class A (Specialty Retail)		81		578
The Cheesecake Factory, Inc. (Hotels, Restaurants & Leisure)		225		7,877
The Chefs' Warehouse, Inc.* (Consumer Staples Distribution & Retail)		163		4,797
The Children's Place, Inc.* (Specialty Retail)		55		1,277
The Duckhorn Portfolio, Inc.* (Beverages)		204		2,009
The E.W. Scripps Co.*—Class A (Media)		276		2,205
The Ensign Group, Inc. (Health Care Providers & Services)		253		28,390
The First Bancorp, Inc. (Banks)		45		1,270
The First Bancshares, Inc. (Banks)		142		4,165
The First of Long Island Corp. (Banks)		99		1,311
The GEO Group, Inc.* (Commercial Services & Supplies)		559		6,054
The Goodyear Tire & Rubber Co.* (Automobile Components)		1,306		18,703
The Gorman-Rupp Co. (Machinery)		106		3,766
The Greenbrier Cos., Inc. (Machinery)		142		6,274
The Hackett Group, Inc. (IT Services)		116		2,641
The Hain Celestial Group, Inc.* (Food Products)		415		4,544
The Joint Corp.* (Health Care Providers & Services)		66		634
The Lovesac Co.* (Household Durables)		65		1,661
The Macerich Co. (Retail REITs)		1,002		15,461
The Manitowoc Co., Inc.* (Machinery)		162		2,704
The Marcus Corp. (Entertainment)		112		1,633
The ODP Corp.* (Specialty Retail)		151		8,501
The ONE Group Hospitality, Inc.* (Hotels, Restaurants & Leisure)		102		624
The Pennant Group, Inc.* (Health Care Providers & Services)		132		1,837
The RMR Group, Inc.—Class A (Real Estate Management & Development)		71		2,004
The Shyft Group, Inc. (Machinery)		157		1,919
The Simply Good Foods Co.* (Food Products)		421		16,671
The St Joe Co. (Real Estate Management & Development)		160		9,629
The Vita Coco Co., Inc.* (Beverages)		133		3,411
The York Water Co. (Water Utilities)		66		2,549
Theravance Biopharma, Inc.* (Pharmaceuticals)		239		2,686
Thermon Group Holdings, Inc.* (Electrical Equipment)		155		5,048
Theseus Pharmaceuticals, Inc.* (Pharmaceuticals)		94		381
Third Coast Bancshares, Inc.* (Banks)		60		1,192
Third Harmonic Bio, Inc.* (Pharmaceuticals)		90		987
Thoughtworks Holding, Inc.* (IT Services)		429		2,063
ThredUp, Inc.*—Class A (Specialty Retail)		333		749
Thryv Holdings, Inc.* (Media)		144		2,930
Tidewater, Inc.* (Energy Equipment & Services)		215		15,504
Tile Shop Holdings, Inc.* (Specialty Retail)		134		986
Tilly's, Inc.*—Class A (Specialty Retail)		104		784
Timberland Bancorp, Inc. (Banks)		34		1,070
TimkenSteel Corp.* (Metals & Mining)		202		4,737
Tingo Group, Inc.*⁺ (Wireless Telecommunication Services)		423		292
Tiptree, Inc. (Insurance)		111		2,105
Titan International, Inc.* (Machinery)		243		3,616
Titan Machinery, Inc.* (Trading Companies & Distributors)		95		2,744
Tompkins Financial Corp. (Banks)		64		3,855
Topgolf Callaway Brands Corp.* (Leisure Products)		667		9,564
Torrid Holdings, Inc.* (Specialty Retail)		56		323
Towne Bank (Banks)		325		9,672
Townsquare Media, Inc.—Class A (Media)		54		570
TPG RE Finance Trust, Inc. (Mortgage REITs)		320		2,080
TPI Composites, Inc.* (Electrical Equipment)		192		795
Traeger, Inc.* (Household Durables)		165		450
Transcat, Inc.* (Trading Companies & Distributors)		38		4,155
Transcontinental Realty Investors, Inc.* (Real Estate Management & Development)		6		207
TransMedics Group, Inc.* (Health Care Equipment & Supplies)		147		11,603
Transphorm, Inc.* (Semiconductors & Semiconductor Equipment)		136		496
Travere Therapeutics, Inc.* (Biotechnology)		338		3,039
Treace Medical Concepts, Inc.* (Health Care Equipment & Supplies)		210		2,678
Tredegar Corp. (Metals & Mining)		124		671
TreeHouse Foods, Inc.* (Food Products)		239		9,907
Trevi Therapeutics, Inc.* (Pharmaceuticals)		195		261
Tri Pointe Homes, Inc.* (Household Durables)		446		15,788
TriCo Bancshares (Banks)		144		6,188
TriMas Corp. (Containers & Packaging)		192		4,863
TriNet Group, Inc.* (Professional Services)		148		17,602
Trinity Industries, Inc. (Machinery)		377		10,024
Trinseo PLC (Chemicals)		162		1,356
Triumph Financial, Inc.* (Banks)		103		8,259
Triumph Group, Inc.* (Aerospace & Defense)		299		4,957
Tronox Holdings PLC (Chemicals)		543		7,689
TrueBlue, Inc.* (Professional Services)		141		2,163
TrueCar, Inc.* (Interactive Media & Services)		415		1,436
Trupanion, Inc.*^(a) (Insurance)		184		5,614
TrustCo Bank Corp. (Banks)		86		2,670
Trustmark Corp. (Banks)		282		7,862
TTEC Holdings, Inc. (Professional Services)		90		1,950
TTM Technologies, Inc.* (Electronic Equipment, Instruments & Components)		480		7,589

See accompanying notes to financial statements.

December 31, 2023 :: Schedule of Portfolio Investments :: ProFund VP UltraSmall-Cap :: 221

Common Stocks, continued

	Shares		Value
Tucows, Inc.*—Class A (IT Services)		46	$	1,242
Turning Point Brands, Inc. (Tobacco)		79		2,079
Turnstone Biologics Corp.* (Biotechnology)		31		79
Turtle Beach Corp.* (Technology Hardware, Storage & Peripherals)		76		832
TuSimple Holdings, Inc.*—Class A (Ground Transportation)		776		681
Tutor Perini Corp.* (Construction & Engineering)		197		1,793
Twist Bioscience Corp.* (Biotechnology)		264		9,731
Two Harbors Investment Corp. (Mortgage REITs)		451		6,282
Tyra Biosciences, Inc.* (Biotechnology)		65		900
U.S. Physical Therapy, Inc. (Health Care Providers & Services)		69		6,427
U.S. Silica Holdings, Inc.* (Energy Equipment & Services)		350		3,959
Udemy, Inc.* (Diversified Consumer Services)		408		6,010
UFP Industries, Inc. (Building Products)		279		35,028
UFP Technologies, Inc.* (Health Care Equipment & Supplies)		33		5,677
Ultra Clean Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		206		7,033
UMB Financial Corp. (Banks)		205		17,128
UMH Properties, Inc. (Residential REITs)		278		4,259
UniFirst Corp. (Commercial Services & Supplies)		70		12,804
Unisys Corp.* (IT Services)		308		1,731
United Bankshares, Inc. (Banks)		607		22,792
United Community Banks, Inc. (Banks)		536		15,683
United Fire Group, Inc. (Insurance)		98		1,972
United Homes Group, Inc.* (Household Durables)		25		211
United Natural Foods, Inc.* (Consumer Staples Distribution & Retail)		271		4,398
United States Lime & Minerals, Inc. (Construction Materials)		10		2,304
Uniti Group, Inc. (Specialized REITs)		1,105		6,387
Unitil Corp. (Multi-Utilities)		74		3,890
Unity Bancorp, Inc. (Banks)		33		976
Universal Corp. (Tobacco)		112		7,540
Universal Health Realty Income Trust (Health Care REITs)		60		2,595
Universal Insurance Holdings, Inc. (Insurance)		113		1,806
Universal Logistics Holdings, Inc. (Ground Transportation)		31		869
Universal Technical Institute, Inc.* (Diversified Consumer Services)		152		1,903
Univest Financial Corp. (Banks)		134		2,952
Upbound Group, Inc. (Specialty Retail)		256		8,696
Upstart Holdings, Inc.*^(a) (Consumer Finance)		339		13,852
Upwork, Inc.* (Professional Services)		580		8,625
Uranium Energy Corp.* (Oil, Gas & Consumable Fuels)		1,749		11,194
Urban Edge Properties (Retail REITs)		533		9,754
Urban One, Inc.* (Media)		42		169
Urban One, Inc.* (Media)		53		187
Urban Outfitters, Inc.* (Specialty Retail)		296		10,564
UroGen Pharma, Ltd.* (Biotechnology)		126		1,890
USANA Health Sciences, Inc.* (Personal Care Products)		53		2,841
USCB Financial Holdings, Inc.* (Banks)		49		600
Utah Medical Products, Inc. (Health Care Equipment & Supplies)		16		1,348
Utz Brands, Inc. (Food Products)		334		5,424
V2X, Inc.* (Aerospace & Defense)		53		2,461
VAALCO Energy, Inc. (Oil, Gas & Consumable Fuels)		500		2,245
Valaris, Ltd.* (Energy Equipment & Services)		280		19,199
Valhi, Inc. (Chemicals)		11		167
Valley National Bancorp (Banks)		2,002		21,741
Value Line, Inc. (Capital Markets)		4		195
Vanda Pharmaceuticals, Inc.* (Biotechnology)		262		1,106
Varex Imaging Corp.* (Health Care Equipment & Supplies)		180		3,690
Varonis Systems, Inc.* (Software)		504		22,821
Vaxcyte, Inc.* (Biotechnology)		435		27,318
Vaxxinity, Inc.*—Class A (Biotechnology)		198		168
Vector Group, Ltd. (Tobacco)		674		7,603
Veeco Instruments, Inc.* (Semiconductors & Semiconductor Equipment)		236		7,323
Velo3D, Inc.* (Machinery)		422		168
Velocity Financial, Inc.* (Financial Services)		41		706
Ventyx Biosciences, Inc.* (Pharmaceuticals)		217		536
Vera Bradley, Inc.* (Textiles, Apparel & Luxury Goods)		122		939
Vera Therapeutics, Inc.* (Biotechnology)		157		2,415
Veracyte, Inc.* (Biotechnology)		337		9,271
Veradigm, Inc.* (Health Care Technology)		500		5,245
Verde Clean Fuels, Inc.* (Oil, Gas & Consumable Fuels)		3		7
Vericel Corp.* (Biotechnology)		221		7,870
Verint Systems, Inc.* (Software)		290		7,839
Veris Residential, Inc. (Residential REITs)		367		5,773
Veritex Holdings, Inc. (Banks)		243		5,655
Veritone, Inc.* (Software)		123		223
Verra Mobility Corp.* (Professional Services)		647		14,900
Verrica Pharmaceuticals, Inc.* (Pharmaceuticals)		97		710
Vertex Energy, Inc.* (Oil, Gas & Consumable Fuels)		303		1,027
Verve Therapeutics, Inc.* (Biotechnology)		242		3,373
Viad Corp.* (Commercial Services & Supplies)		94		3,403
Viant Technology, Inc.*—Class A (Software)		68		469
Viavi Solutions, Inc.* (Communications Equipment)		1,026		10,332
Vicarious Surgical, Inc.* (Health Care Equipment & Supplies)		464		170
Vicor Corp.* (Electrical Equipment)		103		4,629
Victory Capital Holdings, Inc.—Class A (Capital Markets)		124		4,271
Viemed Healthcare, Inc.* (Health Care Providers & Services)		158		1,240
Vigil Neuroscience, Inc.* (Biotechnology)		74		250
Viking Therapeutics, Inc.* (Biotechnology)		446		8,300
Village Super Market, Inc.—Class A (Consumer Staples Distribution & Retail)		41		1,075
Vimeo, Inc.* (Interactive Media & Services)		706		2,768
Vir Biotechnology, Inc.* (Biotechnology)		388		3,903

See accompanying notes to financial statements.

222 :: ProFund VP UltraSmall-Cap :: Schedule of Portfolio Investments :: December 31, 2023

Common Stocks, continued

	Shares		Value
Virgin Galactic Holdings, Inc.* (Aerospace & Defense)		1,522	$	3,729
Virginia National Bankshares Corp. (Banks)		22		756
Viridian Therapeutics, Inc.* (Biotechnology)		198		4,312
Virtus Investment Partners, Inc. (Capital Markets)		32		7,736
Vishay Intertechnology, Inc. (Electronic Equipment, Instruments & Components)		598		14,334
Vishay Precision Group, Inc.* (Electronic Equipment, Instruments & Components)		57		1,942
Vista Outdoor, Inc.* (Leisure Products)		268		7,925
Visteon Corp.* (Automobile Components)		128		15,987
Vital Energy, Inc.* (Oil, Gas & Consumable Fuels)		108		4,913
Vital Farms, Inc.* (Food Products)		142		2,228
Vitesse Energy, Inc. (Oil, Gas & Consumable Fuels)		116		2,539
Vivid Seats, Inc.*—Class A (Entertainment)		113		714
Vizio Holding Corp.*—Class A (Household Durables)		356		2,741
Vor BioPharma, Inc.* (Biotechnology)		175		394
VOXX International Corp.* (Household Durables)		55		587
Voyager Therapeutics, Inc.* (Biotechnology)		147		1,241
VSE Corp. (Commercial Services & Supplies)		61		3,941
Vuzix Corp.* (Electronic Equipment, Instruments & Components)		274		571
W&T Offshore, Inc. (Oil, Gas & Consumable Fuels)		456		1,487
Wabash National Corp. (Machinery)		214		5,483
Waldencast PLC*—Class A (Personal Care Products)		167		1,827
Walker & Dunlop, Inc. (Financial Services)		148		16,429
Warby Parker, Inc.*—Class A (Specialty Retail)		393		5,541
Warrior Met Coal, Inc. (Metals & Mining)		240		14,633
Washington Federal, Inc. (Banks)		299		9,855
Washington Trust Bancorp, Inc. (Banks)		78		2,526
Waterstone Financial, Inc. (Financial Services)		82		1,164
Watts Water Technologies, Inc.—Class A (Machinery)		127		26,458
WaVe Life Sciences, Ltd.* (Pharmaceuticals)		274		1,384
WD-40 Co. (Household Products)		63		15,061
Weatherford International PLC* (Energy Equipment & Services)		330		32,283
Weave Communications, Inc.* (Software)		155		1,778
Weis Markets, Inc. (Consumer Staples Distribution & Retail)		76		4,861
Werner Enterprises, Inc. (Ground Transportation)		294		12,457
WesBanco, Inc. (Banks)		268		8,407
West Bancorp, Inc. (Banks)		75		1,590
Westamerica Bancorp (Banks)		120		6,769
Westrock Coffee Co.* (Food Products)		132		1,348
Weyco Group, Inc. (Distributors)		28		878
Whitestone REIT (Retail REITs)		226		2,778
WideOpenWest, Inc.* (Media)		232		940
Willdan Group, Inc.* (Professional Services)		56		1,204
Willis Lease Finance Corp.* (Trading Companies & Distributors)		14		684
Winmark Corp. (Specialty Retail)		13		5,428
Winnebago Industries, Inc. (Automobiles)		135		9,838
WisdomTree, Inc. (Capital Markets)		640		4,435
Wolverine World Wide, Inc. (Textiles, Apparel & Luxury Goods)		360		3,200
Workhorse Group, Inc.* (Automobiles)		957		345
Workiva, Inc.* (Software)		231		23,453
World Acceptance Corp.* (Consumer Finance)		19		2,480
World Kinect Corp. (Oil, Gas & Consumable Fuels)		277		6,310
Worthington Industries, Inc. (Household Durables)		143		8,230
Worthington Steel, Inc.* (Metals & Mining)		143		4,018
WSFS Financial Corp. (Banks)		284		13,044
WW International, Inc.* (Diversified Consumer Services)		253		2,214
X4 Pharmaceuticals, Inc.* (Biotechnology)		571		479
Xencor, Inc.* (Biotechnology)		269		5,711
Xenia Hotels & Resorts, Inc. (Hotel & Resort REITs)		498		6,783
Xeris Biopharma Holdings, Inc.* (Pharmaceuticals)		617		1,450
Xerox Holdings Corp. (Technology Hardware, Storage & Peripherals)		543		9,953
XOMA Corp.* (Biotechnology)		34		629
Xometry, Inc.*—Class A (Trading Companies & Distributors)		157		5,638
XPEL, Inc.* (Automobile Components)		105		5,654
Xperi, Inc.* (Software)		201		2,215
Xponential Fitness, Inc.*—Class A (Hotels, Restaurants & Leisure)		117		1,508
Yelp, Inc.* (Interactive Media & Services)		309		14,627
Yext, Inc.* (Software)		496		2,921
Y-mAbs Therapeutics, Inc.* (Biotechnology)		171		1,166
Zentalis Pharmaceuticals, Inc.* (Biotechnology)		270		4,091
Zeta Global Holdings Corp.*—Class A (Software)		644		5,680
Zevia PBC*—Class A (Beverages)		117		235
Zevra Therapeutics, Inc.* (Pharmaceuticals)		169		1,107
Ziff Davis, Inc.* (Interactive Media & Services)		215		14,445
Zimvie, Inc.* (Health Care Equipment & Supplies)		120		2,130
ZipRecruiter, Inc.* (Interactive Media & Services)		314		4,365
Zumiez, Inc.* (Specialty Retail)		74		1,505
Zuora, Inc.*—Class A (Software)		617		5,800
Zura Bio, Ltd.* (Biotechnology)		79		369
Zurn Elkay Water Solutions Corp. (Building Products)		686		20,175
Zymeworks, Inc.* (Biotechnology)		251		2,608
Zynex, Inc.*^(a) (Health Care Equipment & Supplies)		84		915
TOTAL COMMON STOCKS (Cost $8,580,631)				11,756,328

Rights^(NM)

Cartesian Therapeutics, Inc., CVR*⁺(Pharmaceuticals)	403	73
Chinook Therapeutics CVR*⁺(Health Care Providers & Services)	243	—
TOTAL RIGHTS (Cost $—)		73

See accompanying notes to financial statements.

This Page Intentionally Left Blank

Notes to Financial Statements

304 :: Notes to Financial Statements :: December 31, 2023

1. Organization

These accompanying financial statements relate to the following portfolios of the Trust included in this report (collectively, the “ProFunds VP” and individually, a “ProFund VP”):

Classic ProFunds VP:

ProFund VP Asia 30

ProFund VP Bull

ProFund VP Dow 30

ProFund VP Emerging Markets

ProFund VP Europe 30

ProFund VP International

ProFund VP Japan

ProFund VP Large-Cap Growth

ProFund VP Large-Cap Value

ProFund VP Mid-Cap

ProFund VP Mid-Cap Growth

ProFund VP Mid-Cap Value

ProFund VP Nasdaq-100

ProFund VP Small-Cap

ProFund VP Small-Cap Growth

ProFund VP Small-Cap Value

Ultra ProFunds VP:

ProFund VP UltraBull

ProFund VP UltraMid-Cap

ProFund VP UltraNasdaq-100

ProFund VP UltraSmall-Cap

Inverse ProFunds VP:

ProFund VP Bear

ProFund VP Short Dow 30

ProFund VP Short Emerging Markets

ProFund VP Short International

ProFund VP Short Mid-Cap

ProFund VP Short Nasdaq-100

ProFund VP Short Small-Cap

ProFund VP UltraShort Dow 30

ProFund VP UltraShort Nasdaq-100

Sector ProFunds VP:

ProFund VP Banks

ProFund VP Biotechnology

ProFund VP Communication Services^†

ProFund VP Consumer Discretionary^†

ProFund VP Consumer Staples^†

ProFund VP Energy^†

ProFund VP Financials

ProFund VP Health Care

ProFund VP Industrials

ProFund VP Internet

ProFund VP Materials^†

ProFund VP Pharmaceuticals

ProFund VP Precious Metals

ProFund VP Real Estate

ProFund VP Semiconductor

ProFund VP Technology

ProFund VP Utilities

Non-Equity ProFunds VP:

ProFund Access VP High Yield

ProFund VP Falling U.S. Dollar

ProFund VP Rising Rates Opportunity

ProFund VP U.S. Government Plus

Money Market ProFund VP:

ProFund VP Government Money Market

^†

On March 17, 2023 following the close of the market, changes were made to the underlying benchmark indices of certain Sector ProFunds VP. These changes to the benchmark indices resulted in corresponding name changes for certain Sector ProFunds VP. The current names of the respective ProFunds VP have been presented throughout the Schedules of Portfolio Investments, Financial Statements, these Notes to Financial Statements, and the accompanying supplemental data in this report, and have been annotated throughout with a “ † ” symbol. The following table presents both the ProFund VP’s current name as well as the name by which each respective ProFund VP was formerly known:

Current Name:

ProFund VP Communication Services

ProFund VP Consumer Discretionary

ProFund VP Consumer Staples

ProFund VP Energy

ProFund VP Materials

Formerly Known as:

ProFund VP Telecommunications

ProFund VP Consumer Services

ProFund VP Consumer Goods

ProFund VP Oil & Gas

ProFund VP Basic Materials

December 31, 2023 :: Notes to Financial Statements :: 305

The ProFunds VP, excluding ProFund VP Government Money Market, are referred to as the “non-money market ProFunds VP.” Each non-money market ProFund VP, other than ProFund VP Consumer Discretionary^†, ProFund VP Europe 30, ProFund VP Industrials, ProFund VP Large-Cap Growth, ProFund VP Large-Cap Value, ProFund VP Mid-Cap Growth, ProFund VP Mid-Cap Value, ProFund VP Real Estate, ProFund VP Small-Cap Growth, ProFund VP Small-Cap Value, and ProFund VP Utilities, is classified as non-diversified under the 1940 Act. Each ProFund VP has one class of shares.

Under the Trust’s organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts with its vendors and others that provide for general indemnifications. The Trust and ProFunds VP’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the ProFunds VP.

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by each ProFund VP in the preparation of its financial statements. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The actual results could differ from those estimates.

Investment Valuation

The ProFunds VP record their investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation techniques used to determine fair value are further described in Note 3.

Cash

Cash is held at major financial institutions and is subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) or Securities Investor Protection Corporation (SIPC) limitations.

Repurchase Agreements

Each ProFund VP may enter into repurchase agreements with financial institutions in pursuit of its investment objective, as “cover” for the investment techniques it employs, or for liquidity purposes. Repurchase agreements are primarily used by the ProFunds VP as short-term investments for cash positions. Under a repurchase agreement, a ProFund VP purchases a debt security and simultaneously agrees to sell the security back to the seller at a mutually agreed-upon future price and date, normally one business day. The resale price is typically greater than the purchase price, reflecting an agreed-upon market interest rate during the purchaser’s holding period. While the maturities of the underlying securities in repurchase transactions may be more than one year, the term of each repurchase agreement will always be less than one year.

The ProFunds VP follow certain procedures designed to minimize the risks inherent in such agreements. These procedures include effecting repurchase transactions generally with major, global financial institutions whose creditworthiness is continuously monitored by ProFund Advisors LLC (the “Advisor”). In addition, the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement. ProFunds VP within the Trust invest in repurchase agreements jointly. Each ProFund VP, therefore, holds a pro rata share of the collateral and interest income based upon the dollar amount of the repurchase agreements entered into by each ProFund VP. The collateral underlying the repurchase agreement is held by the ProFund VP’s custodian. In the event of a default or bankruptcy by a selling financial institution, a ProFund VP will seek to liquidate such collateral which could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the ProFund VP could suffer a loss. A ProFund VP also may experience difficulties and incur certain costs in exercising its rights to the collateral and may lose the interest the ProFund VP expected to receive under the repurchase agreement. Repurchase agreements usually are for short periods, such as one week or less, but may be longer. It is the current policy of the ProFunds VP not to invest in repurchase agreements that do not mature within seven days if any such investment, together with any other illiquid assets held by the ProFund VP, amounts to more than 15% of the ProFund VP’s total net assets. The investments of each of the ProFunds VP in repurchase agreements at times may be substantial when, in the view of the Advisor, liquidity, investment, regulatory, or other considerations so warrant. During periods of high demand for repurchase agreements, the ProFunds VP may be unable to invest available cash in these instruments to the extent desired by the Advisor.

Information concerning the counterparties, value of, collateralization and amounts due under repurchase agreement transactions may be found in the table below.

As of December 31, 2023, the ProFunds VP had undivided interest in joint repurchase agreements with the following counterparties, for the time periods and rates indicated. Amounts shown in the table below represent principal amount, cost and value for each respective repurchase agreement.

306 :: Notes to Financial Statements :: December 31, 2023

	Credit Agricole CIB, 5.22% dated 12/29/23, due 1/2/24⁽¹⁾		HSBC Securities (USA), Inc., 5.10% dated 12/29/23, due 1/2/24⁽²⁾		Natwest Markets, PLC 5.23% dated 12/29/23, due 1/2/24⁽³⁾		RBC Capital Markets, LLC, 5.22% dated 12/29/23, due 1/2/24⁽⁴⁾		Societe’ Generale, 5.23% dated 12/29/23, due 1/2/24⁽⁵⁾		UMB Bank N.A., 5.07% dated 12/29/23, due 1/2/24⁽⁶⁾
ProFund Access VP High Yield	$	850,000	$	2,643,000	$	850,000	$	850,000	$	2,125,000	$	259,000
ProFund VP Asia 30		4,000		12,000		4,000		4,000		10,000		2,000
ProFund VP Banks		12,000		37,000		12,000		12,000		30,000		5,000
ProFund VP Bear		348,000		1,085,000		348,000		348,000		872,000		113,000
ProFund VP Biotechnology		159,000		494,000		159,000		159,000		397,000		50,000
ProFund VP Bull		1,411,000		4,389,000		1,411,000		1,411,000		3,528,000		433,000
ProFund VP Communication Services^†		29,000		90,000		29,000		29,000		72,000		10,000
ProFund VP Consumer Discretionary^†		23,000		72,000		23,000		23,000		58,000		9,000
ProFund VP Consumer Staples^†		24,000		77,000		24,000		24,000		61,000		11,000
ProFund VP Dow 30		35,000		113,000		35,000		35,000		91,000		18,000
ProFund VP Emerging Markets		176,000		549,000		176,000		176,000		441,000		59,000
ProFund VP Energy^†		109,000		340,000		109,000		109,000		273,000		35,000
ProFund VP Europe 30		20,000		64,000		20,000		20,000		51,000		9,000
ProFund VP Financials		43,000		135,000		43,000		43,000		108,000		15,000
ProFund VP Falling U.S. Dollar		126,000		393,000		126,000		126,000		316,000		41,000
ProFund VP Government Money Market		1,672,000		5,200,000		1,672,000		1,672,000		4,180,000		507,000
ProFund VP Health Care		97,000		301,000		97,000		97,000		242,000		31,000
ProFund VP Industrials		61,000		190,000		61,000		61,000		152,000		20,000
ProFund VP International		1,200,000		3,736,000		1,200,000		1,200,000		3,004,000		371,000
ProFund VP Internet		5,000		18,000		5,000		5,000		14,000		6,000
ProFund VP Japan		1,162,000		3,616,000		1,162,000		1,162,000		2,907,000		356,000
ProFund VP Large-Cap Growth		6,000		18,000		6,000		6,000		15,000		3,000
ProFund VP Large-Cap Value		4,000		14,000		4,000		4,000		11,000		5,000
ProFund VP Materials^†		25,000		79,000		25,000		25,000		63,000		10,000
ProFund VP Mid-Cap		1,162,000		3,619,000		1,162,000		1,162,000		2,908,000		361,000
ProFund VP Mid-Cap Growth		7,000		23,000		7,000		7,000		18,000		5,000
ProFund VP Mid-Cap Value		9,000		28,000		9,000		9,000		22,000		4,000
ProFund VP Nasdaq-100		5,292,000		16,462,000		5,292,000		5,292,000		13,233,000		1,610,000
ProFund VP Pharmaceuticals		28,000		90,000		28,000		28,000		72,000		12,000
ProFund VP Precious Metals		2,542,000		7,909,000		2,542,000		2,542,000		6,357,000		776,000
ProFund VP Real Estate		23,000		72,000		23,000		23,000		58,000		10,000
ProFund VP Rising Rates Opportunity		932,000		2,901,000		932,000		932,000		2,332,000		290,000
ProFund VP Semiconductor		201,000		626,000		201,000		201,000		503,000		64,000
ProFund VP Short Dow 30		—		1,000		—		—		1,000		4,000
ProFund VP Short Emerging Markets		57,000		179,000		57,000		57,000		144,000		21,000
ProFund VP Short International		57,000		180,000		57,000		57,000		144,000		23,000
ProFund VP Short Mid-Cap		7,000		23,000		7,000		7,000		18,000		6,000
ProFund VP Short Nasdaq-100		541,000		1,683,000		541,000		541,000		1,353,000		169,000
ProFund VP Short Small-Cap		253,000		789,000		253,000		253,000		635,000		83,000
ProFund VP Small-Cap		628,000		1,958,000		628,000		628,000		1,574,000		199,000
ProFund VP Small-Cap Growth		4,000		13,000		4,000		4,000		11,000		4,000
ProFund VP Small-Cap Value		9,000		28,000		9,000		9,000		22,000		4,000
ProFund VP Technology		44,000		138,000		44,000		44,000		111,000		15,000
ProFund VP UltraBull		780,000		2,431,000		780,000		780,000		1,954,000		246,000
ProFund VP UltraMid-Cap		472,000		1,474,000		472,000		472,000		1,185,000		153,000
ProFund VP UltraNasdaq-100		6,960,000		21,648,000		6,960,000		6,960,000		17,402,000		2,114,000
ProFund VP UltraShort Dow 30		—		—		—		—		—		2,000
ProFund VP UltraShort Nasdaq-100		66,000		206,000		66,000		66,000		166,000		25,000
ProFund VP UltraSmall-Cap		622,000		1,936,000		622,000		622,000		1,556,000		193,000
ProFund VP U.S. Government Plus		761,000		2,367,000		761,000		761,000		1,902,000		235,000
ProFund VP Utilities		42,000		132,000		42,000		42,000		106,000		16,000
	$	29,100,000	$	90,581,000	$	29,100,000	$	29,100,000	$	72,808,000	$	9,022,000

Each repurchase agreement was fully collateralized by U.S. government securities as of December 31, 2023 as follows:

⁽¹⁾

U.S. Treasury Inflation-Protected Securities (TIPS), 1.125%, due 1/15/2033, total value $29,727,567.

⁽²⁾

U.S. Treasury Bonds, 2.875% to 4.00%, due 5/15/2052 to 11/15/2052, which had an aggregate value of $92,396,924.

⁽³⁾

U.S. Treasury Bonds, 1.125%, due 5/15/2040, total value of $29,684,871.

⁽⁴⁾

U.S. Treasury Floating Rate Notes, coupon rate in effect at December 31, 2023, 5.368%, due 7/31/2024, total value $29,686,679.

⁽⁵⁾

U.S. Treasury Notes, 2.75% to 4.125%, due 7/31/2027 to 7/31/2028, which had an aggregate value of $74,268,551.

⁽⁶⁾

U.S. Treasury Bills, effective yield or interest rate in effect at December 31, 2023, 5.618%, due 2/20/2024, total value $9,206,867.

December 31, 2023 :: Notes to Financial Statements :: 307

Investments in Other Investment Companies

Each non money-market ProFund VP may invest in other investment companies, including exchange-traded funds (“ETFs”) and unit investment trusts (“UITs”), to the extent that such an investment would be consistent with the requirements of the 1940 Act. If the ProFund VP invests in, and thus, is a shareholder of, another investment company, the ProFund VP’s shareholders will indirectly bear the ProFund VP’s proportionate share of the fees and expenses paid by such other investment company, including advisory fees, in addition to both the management fees payable directly by the ProFund VP to the ProFund VP’s own investment adviser and the other expenses that the ProFund VP bears directly in connection with the ProFund VP’s own operations. Because most ETFs are investment companies, the ProFund VP’s investments in such investment companies generally would be limited under applicable federal statutory provisions. Those provisions typically restrict the ProFund VP’s investment in the shares of another investment company to up to 5% of its assets (which may represent no more than 3% of the securities of such other investment company) and limit aggregate investments in all investment companies to 10% of assets. The ProFund VP may invest in certain ETFs in excess of the statutory limit in reliance on Rule 12d1-4. Rule 12d1-4 outlines the requirements of fund of funds agreements and specifies the responsibilities of the board related to “funds of funds” arrangements.

Depositary Receipts

Each non-money market ProFund VP may invest in American Depositary Receipts (“ADRs”), New York Shares (“NYSs”) and Global Depositary Receipts (“GDRs”). ADRs represent the right to receive securities of foreign issuers deposited in a bank or corresponding bank. ADRs are an alternative to purchasing the underlying securities in their national markets and currencies. For many foreign securities, U.S. dollar-denominated ADRs, which are traded in the United States on exchanges or over-the-counter (“OTC”), are issued by domestic banks. NYSs (or “direct shares”) are foreign stocks denominated in U.S. dollars that trade on American exchanges without being converted to ADRs. GDRs are receipts for shares in a foreign-based corporation traded in capital markets around the world.

Real Estate Investment Trusts

Each non-money market ProFund VP (other than the Non-Equity ProFunds VP) may invest in real estate investment trusts (“REITs”) which report information on the source of their distributions annually. Equity REITs invest primarily in real property while mortgage REITs invest in constructions, development, and long-term mortgage loans. Their value may be affected by changes in the value of the underlying property of the REITs, the creditworthiness of the issuer, property taxes, interest rates, and tax regulatory requirements, such as those relating to the environment. REITs are dependent upon management skill, are not diversified and are subject to heavy cash flow dependency, default by borrowers, self-liquidation, the possibility of failing to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended, and the possibility of failing to maintain exempt status under the 1940 Act. Certain distributions received from REITs during the year are recorded as realized gains or return of capital when such information becomes known.

Derivative Instruments

In seeking to achieve each ProFund VP’s investment objective, the Advisor uses a mathematical approach to investing. Using this approach, the Advisor determines the type, quantity and mix of investment positions. Certain ProFunds VP may obtain investment exposure through derivative instruments, such as futures contracts, forward currency contracts and swap agreements, that a ProFund VP should hold to approximate the daily performance, inverse performance, or multiple thereof, as applicable, of its benchmark. All derivative instruments held during the year ended December 31, 2023, were utilized to gain exposure or inverse exposure to each ProFund VP’s benchmark (e.g., index, etc.) to meet its investment objective.

The ProFund Access VP High Yield maintains exposure to the high yield market (i.e., U.S. corporate high yield debt market), regardless of market conditions. This means ProFund Access VP High Yield does not adopt defensive positions in cash or other instruments in anticipation of an adverse market climate. The ProFund Access VP High Yield invests primarily in derivatives, money market instruments, and U.S. Treasury obligations that the Advisor believes, in combination, should provide investment results that correspond to the high yield market. During the year ended December 31, 2023, the ProFund Access VP High Yield held credit default swap agreements for credit exposure to the high yield market and futures contracts and/or treasury notes for interest rate exposure to meet the ProFund Access VP High Yield’s investment objective.

Each non-money market ProFund VP, other than the Classic ProFunds VP, the Sector ProFunds VP and the ProFund VP Falling U.S. Dollar, does not seek to achieve its investment objective over a period of time greater than a single day.

All open derivative positions at year end are reflected on each respective ProFund VP’s Schedule of Portfolio Investments. The volume associated with derivative positions varies on a daily basis as each ProFund VP transacts in derivative contracts in order to achieve the appropriate exposure, as expressed in notional amount (contract value for forward currency contracts), in comparison to net assets consistent with each ProFund VP’s investment objective.

Certain ProFunds VP utilized a varying level of derivative instruments in conjunction with the investment securities to meet their investment objective during the year ended December 31, 2023. With the exception of the ProFunds VP listed below, the notional amount of open derivative positions relative to each ProFund VP’s net assets at year end is generally representative of the notional amount of open positions to net assets throughout the year. The volume associated with swap agreements in the ProFund VP Semiconductor and ProFund VP UltraMid-Cap was 12%, and 117%, respectively, based on average monthly notional amounts in comparison to net assets during the year ended December 31, 2023.

In connection with its management of certain series of the Trust included in this report (ProFund VP UltraShort Dow 30 and ProFund VP UltraShort Nasdaq-100 (the “Commodity Pools”)), the Advisor is registered as a commodity pool operator (a “CPO”) and the Commodity Pools are commodity pools under the Commodity Exchange Act (the “CEA”). The Advisor also registered as a commodity trading advisor (a “CTA”) under the CEA as a

308 :: Notes to Financial Statements :: December 31, 2023

result of its role as subadvisor to funds outside the Trust. Accordingly, the Advisor is subject to registration and regulation as a CPO and CTA under the CEA and must comply with various regulatory requirements under the CEA and the rules and regulations of the Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (“NFA”), including investor protection requirements, antifraud provisions, disclosure requirements and reporting and recordkeeping requirements. The Advisor is also subject to periodic inspections and audits by the CFTC and NFA. Compliance with these regulatory requirements could adversely affect the Commodity Pools’ total return. In this regard, any further amendment to the CEA or its related regulations that subject the Advisor or the Commodity Pools to additional regulation may have adverse impacts on the Commodity Pools’ operations and expenses.

The following is a description of the derivative instruments utilized by the ProFunds VP, including certain risks related to each instrument type.

Futures Contracts

Each non-money market ProFund VP may purchase or sell futures contracts as a substitute for a comparable market position in the underlying securities or to satisfy regulatory requirements. A cash-settled futures contract obligates the seller to deliver (and the purchaser to accept) an amount of cash equal to a specific dollar amount (the contract multiplier) multiplied by the difference between the final settlement price of a specific futures contract and the price at which the agreement is made. No physical delivery of the underlying asset is made.

Each ProFund VP generally engages in closing or offsetting transactions before final settlement of a futures contract, wherein a second identical futures contract is sold to offset a long position (or bought to offset a short position). In such cases, the obligation is to deliver (or take delivery of) cash equal to a specific dollar amount (the contract multiplier) multiplied by the difference between the price of the offsetting transaction and the price at which the original contract was entered into. If the original position entered into is a long position (futures contract purchased), there will be a gain (loss) if the offsetting sell transaction is carried out at a higher (lower) price, inclusive of commissions. If the original position entered into is a short position (futures contract sold), there will be a gain (loss) if the offsetting buy transaction is carried out at a lower (higher) price, inclusive of commissions.

Whether a ProFund VP realizes a gain or loss from futures activities depends generally upon movements in the underlying currency, commodity, security, or index. The extent of a ProFund VP’s loss from an unhedged short position in futures contracts is potentially unlimited and investors may lose the amount that they invest plus any profits recognized on that investment. Each ProFund VP will engage in transactions in futures contracts that are traded on a U.S. exchange or board of trade or that have been approved for sale in the U.S. by the CFTC.

Upon entering into a futures contract, each ProFund VP will be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 5% to 10% of the contract amount for equity index futures and in the range of approximately 1% to 3% of the contract amount for treasury futures (this amount is subject to change by the exchange on which the contract is traded). This amount, known as “initial margin,” is in the nature of a performance bond or good faith deposit on the contract and is returned to the ProFund VP upon termination of the futures contract, assuming all contractual obligations have been satisfied. Subsequent payments, known as “variation margin,” to and from the broker will be made daily as the price of the asset underlying the futures contract fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as “marking-to-market.” At any time prior to expiration of a futures contract, a ProFund VP may elect to close its position by taking an opposite position, which will operate to terminate the ProFund VP’s existing position in the contract.

The primary risks associated with the use of futures contracts are imperfect correlation between movements in the price of futures and the market value of the underlying assets, and the possibility of an illiquid market for a futures contract. Although each ProFund VP intends to sell futures contracts only if there is an active market for such contracts, no assurance can be given that a liquid market will exist for any particular contract at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting a ProFund VP to substantial losses. If trading is not possible, or if a ProFund VP determines not to close a futures position in anticipation of adverse price movements, the ProFund VP will be required to make daily cash payments of variation margin. The risk that the ProFund VP will be unable to close out a futures position will be minimized by entering into such transactions on a national exchange with an active and liquid secondary market. In addition, although the counterparty to a futures contract is often a clearing organization, backed by a group of financial institutions, there may be instances in which the counterparty could fail to perform its obligations, causing significant losses to a ProFund VP.

Forward Currency Contracts

The ProFund VP Falling U.S. Dollar may invest in forward currency contracts for investment or risk management purposes. A forward currency contract is an obligation to buy or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into on the interbank market conducted directly between currency traders (usually large commercial banks) and their customers.

It is possible that, under certain circumstances, this ProFund VP may have to limit its currency transactions to qualify as a “regulated investment company” (“RIC”) under the Internal Revenue Code. The ProFund VP Falling U.S. Dollar does not intend to enter into a forward currency contract with a term of more than one year, or to engage in position hedging with respect to the currency of a particular country to more than the aggregate market value (at the time the hedging transaction is entered into) of their

December 31, 2023 :: Notes to Financial Statements :: 309

portfolio securities denominated in (or quoted in or currently convertible into or directly related through the use of forward currency contracts in conjunction with money market instruments to) that particular currency.

At or before the maturity of a forward currency contract, the ProFund VP Falling U.S. Dollar may either sell a portfolio security and make delivery of the currency, or retain the security and terminate its contractual obligation to deliver the currency by buying an “offsetting” contract obligating it to buy, on the same maturity date, the same amount of the currency. If this ProFund VP engages in an offsetting transaction, it may later enter into a new forward currency contract to sell the currency.

If the ProFund VP Falling U.S. Dollar engages in offsetting transactions it will incur a gain or loss, to the extent that there has been movement in forward currency contract prices. If forward prices go down during the period between the date the ProFund VP Falling U.S. Dollar enters into a forward currency contract for the sale of a currency and the date it enters into an offsetting contract for the purchase of the currency, the ProFund VP will realize a gain to the extent that the price of ProFund VP currency it has agreed to sell exceeds the price of the currency it has agreed to buy. If forward prices go up, the ProFund VP will suffer a loss to the extent the price of the currency it has agreed to buy exceeds the price of the currency it has agreed to sell.

The ProFund VP Falling U.S. Dollar collateralizes forward currency contracts with cash and certain securities as indicated on the Statement of Assets and Liabilities and the Schedule of Portfolio Investments, respectively. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at the custodian, to protect the counterparty against non-payment by the respective ProFund VP. Similarly, the ProFund VP Falling U.S. Dollar has sought to mitigate credit risk by generally requiring that the counterparties to the ProFund VP post collateral for the benefit of the ProFund VP in a segregated account at the custodian, marked to market daily, in an amount equal to what the counterparty owes the ProFund VP, subject to certain minimum thresholds. In the event of a default by the counterparty, the ProFund VP will seek withdrawal of this collateral from the segregated account and may incur certain costs exercising its right with respect to the collateral. If a counterparty becomes bankrupt or fails to perform its obligations, the ProFund VP Falling U.S. Dollar may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The ProFund VP Falling U.S. Dollar may obtain only limited recovery or may obtain no recovery in such circumstances. The ProFund VP Falling U.S. Dollar will enter into forward currency contracts only with financial institutions that meet the credit quality standards and monitoring policies established by the Advisor. As of December 31, 2023, there was no collateral posted by counterparties.

Credit Default Swap (“CDS”) Agreements

As of December 31, 2023, the ProFund Access VP High Yield invested in centrally cleared CDS as a substitute for investing directly in bonds in order to gain credit exposure to the high yield market.

In a CDS, the agreement will reference one or more debt securities or reference entities. The protection “buyer” in a credit default contract is generally obligated to pay the protection “seller” a periodic stream of payments over the term of the contract until a credit event, such as a default, on a reference entity has occurred. If a credit event occurs, the seller generally must pay the buyer: a) the full notional value of the swap; or b) the difference between the notional value of the defaulted reference entity and the recovery price/rate for the defaulted reference entity. CDS are designed to reflect changes in credit quality, including events of default. A CDS may require premium (discount) payments as well as daily payments (receipts) related to the interest leg of the swap or to the default or change in price of a reference entity.

The counterparty risk for cleared swap agreements is generally lower than for uncleared over-the-counter swap agreements because, generally, a clearing organization becomes substituted for each counterparty to a cleared swap agreement and, in effect, guarantees each party’s performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. However, there can be no assurance that the clearing organization, or its members, will satisfy its obligations to the ProFund Access VP High Yield.

If the ProFund Access VP High Yield is a seller of a CDS contract (also referred to as a seller of protection or as a buyer of risk), the ProFund Access VP High Yield would be required to pay the par (or other agreed upon) value of a referenced obligation to the counterparty in the event of a default or other credit event. In return, the ProFund Access VP High Yield would receive from the counterparty a daily stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the ProFund Access VP High Yield would keep the stream of payments and would have no payment obligations. As the seller, the ProFund Access VP High Yield would be subject to investment exposure on the notional amount of the swap.

If the ProFund Access VP High Yield is a buyer of a CDS contract (also referred to as a buyer of protection or a seller of risk), the ProFund Access VP High Yield would have the right to deliver a reference obligation and receive the par (or other agreed-upon) value of such obligation from the counterparty in the event of a default or other credit event (such as a credit downgrade). In return, the ProFund Access VP High Yield would pay the counterparty a daily stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the counterparty would keep the stream of payments and would have no further obligations to the ProFund Access VP High Yield.

The ProFund Access VP High Yield enters into a CDS with multiple reference entities, in which case payments and settlements in respect of any defaulting reference entity would typically be dealt with separately from the other reference entities.

Upon entering into a centrally cleared CDS, the ProFund Access VP High Yield may be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 6% to 10% of the notional amount for CDS on high yield debt issuers (this amount is subject to change by the clearing organization that clears the trade). This amount, known as “initial margin,” is in the nature of a performance bond or good faith deposit on the CDS and is returned to the ProFund Access VP High Yield upon termination of the CDS, assuming all contractual obligations have been satisfied. Subsequent payments, known as “variation margin,” to and from the broker will be made daily as the price of the CDS

310 :: Notes to Financial Statements :: December 31, 2023

fluctuates, making the long and short positions in the CDS contract more or less valuable, a process known as “marking-to-market.” The premium (discount) payments are built into the daily price of the CDS and thus are amortized through the variation margin. The variation margin payment also includes the daily portion of the periodic payment stream.

Swap Agreements (other than CDS)

Each non-money market ProFund VP may enter into swap agreements to gain exposure to an underlying asset without actually purchasing such asset (or shorting such asset), or to hedge a position, including in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one year. In a standard “swap” transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular pre-determined investments or instruments. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount,” e.g., the return on or increase in value of a particular dollar amount invested in a “basket” of securities or an ETF representing a particular index or group of securities.

On a typical long swap, the counterparty will generally agree to pay the ProFund VP the amount, if any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular underlying assets (e.g., securities comprising the relevant benchmark index), plus the dividends or interest that would have been received on those assets. The ProFund VP will agree to pay to the counterparty a floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such assets, plus, in certain circumstances, commissions or trading spreads on the notional amount. Therefore, the return to the ProFund VP on any swap agreement should be the gain or loss on the notional amount plus dividends or interest on the assets less the interest paid by the ProFund VP on the notional amount. As a trading technique, the Advisor may substitute physical securities with a swap agreement having investment characteristics substantially similar to the underlying securities. Some ProFunds VP may also enter into swap agreements that provide the opposite return of their benchmark or security (“short” the benchmark or security). Their operations are similar to that of the swaps disclosed above except that the counterparty pays interest to each ProFund VP on the notional amount outstanding and that dividends or interest on the underlying instruments reduce the value of the swap, plus, in certain instances, each ProFund VP will agree to pay to the counterparty commissions or trading spreads on the notional amount.

Most swap agreements entered into by a ProFund VP calculate and settle the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, a ProFund VP’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). When investing in index swap agreements, the ProFunds VP may hold or gain exposure to only a representative sample of securities in the index, or to a component of the index.

A ProFund VP’s current obligations under a swap agreement, will be accrued daily (offset against any amounts owed to the ProFund VP) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by segregating or earmarking cash and/or securities determined to be liquid, but typically no payments will be made until the settlement date. Each ProFund VP reserves the right to modify its asset segregation policies in the future, including modifications to comply with any changes in the positions articulated by the SEC or its staff regarding asset segregation. Swap agreements that cannot be terminated of in the ordinary course of business within seven days at approximately the amount a ProFund VP has valued the asset may be considered to be illiquid for purposes of a ProFund VP’s illiquid investment limitations.

A ProFund VP bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. If such a default occurs, a ProFund VP will have contractual remedies pursuant to the swap agreements, but such remedies may be subject to bankruptcy and insolvency laws that could affect the ProFund VP’s rights as a creditor. A ProFund VP will only enter into swap agreements with counterparties that meet the ProFund VP’s standard of creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the ProFund VP’s repurchase agreement guidelines). The counterparty to an uncleared swap agreement will typically be a major, global financial institution.

Payments may be made at the conclusion of a swap agreement. Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to swap agreements is limited to the net amount of payments that a ProFund VP is contractually obligated to make. If the other party to a swap agreement defaults, a ProFund VP’s risk of loss consists of the net amount of payments that such ProFund VP is contractually entitled to receive, if any. The net amount of the excess, if any, of a ProFund VP’s obligations over its entitlements with respect to each equity swap will be accrued on a daily basis and an amount of cash or liquid assets, having an aggregate NAV at least equal to such accrued excess will be earmarked or segregated by a ProFund VP’s custodian.

In the normal course of business, a ProFund VP enters into International Swap Dealers Association, Inc. (“ISDA”) agreements with certain counterparties for derivative transactions. These agreements contain, among other conditions, events of default and termination events, and various covenants and representations. Certain of the ProFund VP’s ISDA agreements contain provisions that require the ProFund VP to maintain a pre-determined level of net assets, and/or provide limits regarding the decline of the ProFund VP’s NAV over specific periods of time, which may or may not be exclusive of redemptions. If the ProFund VP were to trigger such provisions and have open derivative positions, at that time counterparties to the ISDA agreements could elect to terminate such ISDA agreements and request immediate payment in an amount equal to the net liability positions, if any, under the relevant ISDA agreement. Pursuant to the terms of its ISDA agreements, the ProFund VP will have already collateralized its liability under such agreements, in some cases only in excess of certain threshold amounts. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at the custodian, to protect the counterparty against non-payment by the

December 31, 2023 :: Notes to Financial Statements :: 311

respective ProFund VP. The ProFunds VP seek to mitigate risks by generally requiring that the counterparties for each ProFund VP agree to post collateral for the benefit of the ProFund VP, marked to market daily, in an amount approximately equal to what the counterparty owes the ProFund VP, subject to certain minimum thresholds, although the ProFunds VP may not always be successful. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the ProFunds VP will be exposed to the risks described above, including possible delays in recovering amounts as a result of bankruptcy proceedings.

The use of swaps, including CDS, is a highly specialized activity which involves investment techniques and risks in addition to and in some cases different from those associated with ordinary portfolio securities transactions. The primary risks associated with the use of swap agreements are mispricing or improper valuation, imperfect correlation between movements in the notional amount and the price of the underlying investments, and the inability of the counterparties to perform. If a counterparty’s creditworthiness for an over-the-counter swap declines, the value of the swap would likely decline. The Advisor, under the supervision of the Trust’s Board of Trustees, is responsible for determining and monitoring the liquidity of a ProFund VP’s transactions in swap agreements.

Offsetting Assets and Liabilities

The ProFunds VP are subject to master netting agreements for swap agreements (other than centrally cleared CDS) and forward currency contracts that allow for amounts owed between the ProFund VP and the counterparty to be netted upon early termination. The party that has the larger payable pays the excess of the larger amount over the smaller amount to the other party. The master netting agreements do not apply to amounts owed to/from different counterparties.

As described above, the ProFunds VP utilize derivative instruments to achieve their investment objective during the year. The amounts shown in the Statements of Assets and Liabilities generally do not take into consideration the effects of legally enforceable master netting agreements.

Summary of Derivative Instruments

The following table summarizes the fair values of derivative instruments on the ProFund VP’s Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2023.

	Assets						Liabilities
Fund	Variation Margin on Futures Contracts*		Unrealized Gain on Swap Agreements*		Unrealized Appreciation on Forward Currency Contracts		Variation Margin on Futures Contracts*		Unrealized Loss on Swap Agreements*		Unrealized Depreciation on Forward Currency Contracts
Credit Risk Exposure:
ProFund Access VP High Yield	$	—	$	560,024	$	—	$	—	$	—	$	—
Equity Risk Exposure:
ProFund VP Banks		—		—		—		—		1,982		—
ProFund VP Bear		—		6,851		—		19,479		—		—
ProFund VP Biotechnology		—		—		—		—		4,315		—
ProFund VP Bull		116,796		—		—		—		25,850		—
ProFund VP Communication Services^†		—		—		—		—		821		—
ProFund VP Consumer Discretionary^†		—		—		—		—		2,078		—
ProFund VP Consumer Staples^†		—		1,469		—		—		—		—
ProFund VP Dow 30		—		180		—		—		—		—
ProFund VP Emerging Markets		—		4,397		—		—		—		—
ProFund VP Energy^†		—		—		—		—		33,445		—
ProFund VP Financials		—		1,740		—		—		—		—
ProFund VP Health Care		—		6,733		—		—		—		—
ProFund VP Industrials		—		—		—		—		149		—
ProFund VP International		—		—		—		—		34,369		—
ProFund VP Internet		—		—		—		—		1,365		—
ProFund VP Japan		—		—		—		62,509		794		—
ProFund VP Materials^†		—		—		—		—		1,636		—
ProFund VP Mid-Cap		84,150		—		—		—		85,723		—
ProFund VP Nasdaq-100		911,679		—		—		—		161,739		—
ProFund VP Pharmaceuticals		—		1,471		—		—		—		—
ProFund VP Precious Metals		—		—		—		—		427,991		—
ProFund VP Real Estate		—		204		—		—		—		—
ProFund VP Semiconductor		—		—		—		—		8,099		—
ProFund VP Short Dow 30		—		—		—		—		4		—
ProFund VP Short Emerging Markets		—		—		—		—		1,279		—
ProFund VP Short International		—		1,618		—		—		—		—
ProFund VP Short Mid-Cap		—		652		—		—		—		—
ProFund VP Short Nasdaq-100		—		21,253		—		36,469		—		—
ProFund VP Short Small-Cap		—		42,131		—		16,819		—		—

December 31, 2023 :: Notes to Financial Statements :: 317

investment income or net realized gains. To the extent they exceed net investment income and net realized capital gains for tax purposes, they are reported as distribution of capital.

Federal Income Taxes

Each of the ProFunds VP intends to continue to qualify each year as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended. A RIC generally is not subject to federal income tax on income and gains distributed in a timely manner to its shareholders. The ProFunds VP intend to make timely distributions in order to avoid tax liability. Accordingly, no provision for federal income taxes is required in the financial statements. The ProFunds VP have a calendar tax year end.

Management of the ProFunds VP has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then, as applicable). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken and the ProFunds VP are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Other

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as "Fees paid indirectly."

3. Investment Valuation Summary

Pursuant to Rule 2a-5 (the "Rule"), the Trust's Board of Trustees designated the Advisor the "Valuation Designee" as contemplated by the Rule. The Valuation Designee is responsible for assessing and managing valuation risks, administering the pricing and valuation guidelines approved by the Board of Trustees, and overseeing pricing services utilized in valuing the Trust's security holdings, among other responsibilities outlined in the Rule. When the Advisor determines that the market price of a security is not readily available or deemed unreliable (e.g., an approved pricing service does not provide a price, a furnished price is in error, certain stale prices, or an event occurs that materially affects the furnished price), it may in good faith establish a fair value for that security in accordance with the pricing and valuation guidelines. Fair value pricing may require subjective determinations about the value of a security. While the Trust's policy is intended to result in a calculation of a ProFund VP's NAV that fairly reflects security values as of the time of pricing, the Trust cannot ensure that fair values determined by the Advisor or persons acting at their direction would accurately reflect the price that a ProFund VP could obtain for a security if it were to dispose of that security as of the time of pricing (for instance, in a forced or distressed sale). The prices used by a ProFund VP may differ from the value that would be realized if the securities were sold and the differences could be material to the financial statements. Depending on the source and relative significance of valuation inputs, these instruments may be classified as Level 2 or Level 3 in the fair value hierarchy, as described below.

The valuation techniques employed by the ProFunds VP, described below, maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. These valuation techniques distinguish between market participant assumptions developed based on market data obtained from sources independent of the ProFunds VP (observable inputs) and the ProFunds' VP own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The inputs used for valuing the ProFunds' VP investments are summarized in the three broad levels listed below:

●

Level 1–quoted prices in active markets for identical assets

●

Level 2–other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.)

●

Level 3–significant unobservable inputs (including the ProFunds' VP own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. For example, repurchase agreements are generally valued at amortized cost. Generally, amortized cost approximates the current fair value of a security, but since the valuation is not obtained from a quoted price in an active market, such securities are reflected as Level 2. Fair value measurements may also require additional disclosure when the volume and level of activity for the asset or liability have significantly decreased, as well as when circumstances indicate that a transaction is not orderly. Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Trust determines transfers between fair value hierarchy levels at the reporting period end.

Security prices are generally valued at their market value using information provided by a third-party pricing service or market quotations or other procedures approved by the Trust's Board of Trustees. The securities in the portfolio of a non-money market ProFund VP, except as otherwise noted, that are listed or traded on a stock exchange or the Nasdaq National Market System ("Nasdaq/NMS"), are valued at the official closing price, if available, or the last sale price, on the exchange or system where the security is principally traded. If there have been no sales for that day on the exchange or system where the security is principally traded, then the value may be determined with reference to the last sale price, or the official closing price, if applicable, on any other exchange or system. In each of these situations, valuations are typically categorized as a Level 1 in the fair value hierarchy. If there have been no sales for that day on any exchange or system, the security will be valued using fair value procedures in accordance with procedures approved by the Trust's Board of Trustees as described above.

Securities regularly traded in the OTC markets, including securities listed on an exchange, but that are primarily traded OTC other than those traded on the Nasdaq/NMS, are generally valued on the basis of the mean between the bid and asked quotes furnished by dealers actively trading those instruments. Fixed-income securities are generally valued according to prices as furnished by an independent pricing service, generally at the mean of the bid and asked quotes for those instruments. Short-term fixed-income securities maturing in sixty days or less, and of sufficient credit quality, may be valued at amortized cost, which approximates market value. For the ProFund VP Government Money Market, investments are valued at amortized cost, in accordance with

318 :: Notes to Financial Statements :: December 31, 2023

Rule 2a-7 of the 1940 Act. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. In each of these situations, valuations are typically categorized as Level 2 in the fair value hierarchy.

Derivatives are generally valued using independent pricing services and/or agreements with counterparties or other procedures approved by the Trust's Board of Trustees. Futures contracts are generally valued at their last sale price prior to the time at which the net asset value per share of a ProFund VP is determined and are typically categorized as Level 1 in the fair value hierarchy. Swap agreements are generally valued using independent sources and/or agreements with counterparties. Forward currency contracts are valued at their quoted daily prices obtained from an independent pricing service. These valuations are typically categorized as Level 2 in the fair value hierarchy. If there was no sale on that day, fair valuation procedures as previously described may be applied.

For the year ended December 31, 2023, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value, nor were there any transfers in or out of Level 3 investments for the year.

A summary of the valuations as of December 31, 2023, based upon the three levels defined above, is included in the table below while the breakdown, by category, of equity securities is disclosed on the Schedule of Portfolio Investments for each ProFund VP:

	LEVEL 1 - Quoted Prices					LEVEL 2 - Other Significant Observable Inputs					Total
	Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^
ProFund Access VP High Yield
U.S. Treasury Obligation	$	—	$	—		$	7,836,768	$	—		$	7,836,768	$	—
Repurchase Agreements		—		—			7,577,000		—			7,577,000		—
Futures Contracts		—		48,526			—		—			—		48,526
Credit Default Swap Agreements		—		—			—		560,024			—		560,024
Total	$	—	$	48,526		$	15,413,768	$	560,024		$	15,413,768	$	608,550
ProFund VP Asia 30
Common Stocks	$	15,270,944	$	—		$	—	$	—		$	15,270,944	$	—
Repurchase Agreements		—		—			36,000		—			36,000		—
Collateral for Securities Loaned		1,553,457		—			—		—			1,553,457		—
Total	$	16,824,401	$	—		$	36,000	$	—		$	16,860,401	$	—
ProFund VP Banks
Common Stocks	$	5,571,585	$	—		$	—	$	—		$	5,571,585	$	—
Repurchase Agreements		—		—			108,000		—			108,000		—
Collateral for Securities Loaned		21,291		—			—		—			21,291		—
Swap Agreements		—		—			—		(1,982	)		—		(1,982	)
Total	$	5,592,876	$	—		$	108,000	$	(1,982	)	$	5,700,876	$	(1,982	)
ProFund VP Bear
Repurchase Agreements	$	—	$	—		$	3,114,000	$	—		$	3,114,000	$	—
Futures Contracts		—		(19,479	)		—		—			—		(19,479	)
Swap Agreements		—		—			—		6,851			—		6,851
Total	$	—	$	(19,479	)	$	3,114,000	$	6,851		$	3,114,000	$	(12,628	)
ProFund VP Biotechnology
Common Stocks	$	43,806,671	$	—		$	—	$	—		$	43,806,671	$	—
Repurchase Agreements		—		—			1,418,000		—			1,418,000		—
Collateral for Securities Loaned		2,225,769		—			—		—			2,225,769		—
Swap Agreements		—		—			—		(4,315	)		—		(4,315	)
Total	$	46,032,440	$	—		$	1,418,000	$	(4,315	)	$	47,450,440	$	(4,315	)
ProFund VP Bull
Common Stocks	$	41,759,384	$	—		$	—	$	—		$	41,759,384	$	—
Repurchase Agreements		—		—			12,583,000		—			12,583,000		—
Collateral for Securities Loaned		4,650		—			—		—			4,650		—
Futures Contracts		—		116,796			—		—			—		116,796
Swap Agreements		—		—			—		(25,850	)		—		(25,850	)
Total	$	41,764,034	$	116,796		$	12,583,000	$	(25,850	)	$	54,347,034	$	90,946
ProFund VP Communication Services^†
Common Stocks	$	8,232,448	$	—		$	—	$	—		$	8,232,448	$	—
Repurchase Agreements		—		—			259,000		—			259,000		—
Swap Agreements		—		—			—		(821	)		—		(821	)
Total	$	8,232,448	$	—		$	259,000	$	(821	)	$	8,491,448	$	(821	)

December 31, 2023 :: Notes to Financial Statements :: 319

	LEVEL 1 - Quoted Prices				LEVEL 2 - Other Significant Observable Inputs					Total
	Investment Securities		Other Financial Instruments^		Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^
ProFund VP Consumer Discretionary^†
Common Stocks	$	23,535,346	$	—	$	—	$	—		$	23,535,346	$	—
Repurchase Agreements		—		—		208,000		—			208,000		—
Swap Agreements		—		—		—		(2,078	)		—		(2,078	)
Total	$	23,535,346	$	—	$	208,000	$	(2,078	)	$	23,743,346	$	(2,078	)
ProFund VP Consumer Staples^†
Common Stocks	$	10,478,834	$	—	$	—	$	—		$	10,478,834	$	—
Repurchase Agreements		—		—		221,000		—			221,000		—
Swap Agreements		—		—		—		1,469			—		1,469
Total	$	10,478,834	$	—	$	221,000	$	1,469		$	10,699,834	$	1,469
ProFund VP Dow 30
Repurchase Agreements	$	—	$	—	$	327,000	$	—		$	327,000	$	—
Swap Agreements		—		—		—		180			—		180
Total	$	—	$	—	$	327,000	$	180		$	327,000	$	180
ProFund VP Emerging Markets
Common Stocks	$	18,423,098	$	—	$	—	$	—		$	18,423,098	$	—
Preferred Stocks		458,568		—		—		—			458,568		—
Repurchase Agreements		—		—		1,577,000		—			1,577,000		—
Collateral for Securities Loaned		915,426		—		—		—			915,426		—
Swap Agreements		—		—		—		4,397			—		4,397
Total	$	19,797,092	$	—	$	1,577,000	$	4,397		$	21,374,092	$	4,397
ProFund VP Energy^†
Common Stocks	$	43,508,365	$	—	$	—	$	—		$	43,508,365	$	—
Repurchase Agreements		—		—		975,000		—			975,000		—
Swap Agreements		—		—		—		(33,445	)		—		(33,445	)
Total	$	43,508,365	$	—	$	975,000	$	(33,445	)	$	44,483,365	$	(33,445	)
ProFund VP Europe 30
Common Stocks	$	15,277,279	$	—	$	—	$	—		$	15,277,279	$	—
Repurchase Agreements		—		—		184,000		—			184,000		—
Collateral for Securities Loaned		3,111,397		—		—		—			3,111,397		—
Total	$	18,388,676	$	—	$	184,000	$	—		$	18,572,676	$	—
ProFund VP Falling U.S. Dollar
Repurchase Agreements	$	—	$	—	$	1,128,000	$	—		$	1,128,000	$	—
Forward Currency Contracts		—		—		—		24,386			—		24,386
Total	$	—	$	—	$	1,128,000	$	24,386		$	1,128,000	$	24,386
ProFund VP Financials
Common Stocks	$	26,520,295	$	—	$	—	$	—		$	26,520,295	$	—
Repurchase Agreements		—		—		387,000		—			387,000		—
Swap Agreements		—		—		—		1,740			—		1,740
Total	$	26,520,295	$	—	$	387,000	$	1,740		$	26,907,295	$	1,740
ProFund VP Government Money Market
U.S. Treasury Obligations	$	—	$	—	$	15,912,526	$	—		$	15,912,526	$	—
Repurchase Agreements		—		—		14,903,000		—			14,903,000		—
Total	$	—	$	—	$	30,815,526	$	—		$	30,815,526	$	—
ProFund VP Health Care
Common Stocks	$	36,216,696	$	—	$	—	$	—		$	36,216,696	$	—
Repurchase Agreements		—		—		865,000		—			865,000		—
Swap Agreements		—		—		—		6,733			—		6,733
Total	$	36,216,696	$	—	$	865,000	$	6,733		$	37,081,696	$	6,733

320 :: Notes to Financial Statements :: December 31, 2023

	LEVEL 1 - Quoted Prices					LEVEL 2 - Other Significant Observable Inputs					Total
	Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^
ProFund VP Industrials
Common Stocks	$	15,368,069	$	—		$	—	$	—		$	15,368,069	$	—
Repurchase Agreements		—		—			545,000		—			545,000		—
Swap Agreements		—		—			—		(149	)		—		(149	)
Total	$	15,368,069	$	—		$	545,000	$	(149	)	$	15,913,069	$	(149	)
ProFund VP International
Repurchase Agreements	$	—	$	—		$	10,711,000	$	—		$	10,711,000	$	—
Swap Agreements		—		—			—		(34,369	)		—		(34,369	)
Total	$	—	$	—		$	10,711,000	$	(34,369	)	$	10,711,000	$	(34,369	)
ProFund VP Internet
Common Stocks	$	12,477,421	$	—		$	—	$	—		$	12,477,421	$	—
Repurchase Agreements		—		—			53,000		—			53,000		—
Swap Agreements		—		—			—		(1,365	)		—		(1,365	)
Total	$	12,477,421	$	—		$	53,000	$	(1,365	)	$	12,530,421	$	(1,365	)
ProFund VP Japan
Repurchase Agreements	$	—	$	—		$	10,365,000	$	—		$	10,365,000	$	—
Futures Contracts		—		(62,509	)		—		—			—		(62,509	)
Swap Agreements		—		—			—		(794	)		—		(794	)
Total	$	—	$	(62,509	)	$	10,365,000	$	(794	)	$	10,365,000	$	(63,303	)
ProFund VP Large-Cap Growth
Common Stocks	$	26,074,518	$	—		$	—	$	—		$	26,074,518	$	—
Repurchase Agreements		—		—			54,000		—			54,000		—
Total	$	26,074,518	$	—		$	54,000	$	—		$	26,128,518	$	—
ProFund VP Large-Cap Value
Common Stocks	$	20,274,857	$	—		$	—	$	—		$	20,274,857	$	—
Repurchase Agreements		—		—			42,000		—			42,000		—
Collateral for Securities Loaned		4,650		—			—		—			4,650		—
Total	$	20,279,507	$	—		$	42,000	$	—		$	20,321,507	$	—
ProFund VP Materials^†
Common Stocks	$	14,437,170	$	—		$	—	$	—		$	14,437,170	$	—
Repurchase Agreements		—		—			227,000		—			227,000		—
Swap Agreements		—		—			—		(1,636	)		—		(1,636	)
Total	$	14,437,170	$	—		$	227,000	$	(1,636	)	$	14,664,170	$	(1,636	)
ProFund VP Mid-Cap
Repurchase Agreements	$	—	$	—		$	10,374,000	$	—		$	10,374,000	$	—
Futures Contracts		—		84,150			—		—			—		84,150
Swap Agreements		—		—			—		(85,723	)		—		(85,723	)
Total	$	—	$	84,150		$	10,374,000	$	(85,723	)	$	10,374,000	$	(1,573	)
ProFund VP Mid-Cap Growth
Common Stocks	$	14,907,032	$	—		$	—	$	—		$	14,907,032	$	—
Repurchase Agreements		—		—			67,000		—			67,000		—
Collateral for Securities Loaned		124,867		—			—		—			124,867		—
Total	$	15,031,899	$	—		$	67,000	$	—		$	15,098,899	$	—
ProFund VP Mid-Cap Value
Common Stocks	$	12,211,177	$	—		$	—	$	—		$	12,211,177	$	—
Repurchase Agreements		—		—			81,000		—			81,000		—
Collateral for Securities Loaned		40,645		—			—		—			40,645		—
Total	$	12,251,822	$	—		$	81,000	$	—		$	12,332,822	$	—

December 31, 2023 :: Notes to Financial Statements :: 321

	LEVEL 1 - Quoted Prices				LEVEL 2 - Other Significant Observable Inputs					Total
	Investment Securities		Other Financial Instruments^		Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^
ProFund VP Nasdaq-100
Common Stocks	$	97,951,231	$	—	$	—	$	—		$	97,951,231	$	—
Repurchase Agreements		—		—		47,181,000		—			47,181,000		—
Collateral for Securities Loaned		439,645		—		—		—			439,645		—
Futures Contracts		—		911,679		—		—			—		911,679
Swap Agreements		—		—		—		(161,739	)		—		(161,739	)
Total	$	98,390,876	$	911,679	$	47,181,000	$	(161,739	)	$	145,571,876	$	749,940
ProFund VP Pharmaceuticals
Common Stocks	$	10,088,697	$	—	$	—	$	—		$	10,088,697	$	—
Warrant		—		—		2,665		—			2,665		—
Repurchase Agreements		—		—		258,000		—			258,000		—
Collateral for Securities Loaned		229,478		—		—		—			229,478		—
Swap Agreements		—		—		—		1,471			—		1,471
Total	$	10,318,175	$	—	$	260,665	$	1,471		$	10,578,840	$	1,471
ProFund VP Precious Metals
Repurchase Agreements	$	—	$	—	$	22,668,000	$	—		$	22,668,000	$	—
Swap Agreements		—		—		—		(427,991	)		—		(427,991	)
Total	$	—	$	—	$	22,668,000	$	(427,991	)	$	22,668,000	$	(427,991	)
ProFund VP Real Estate
Common Stocks	$	6,286,346	$	—	$	—	$	—		$	6,286,346	$	—
Repurchase Agreements		—		—		209,000		—			209,000		—
Swap Agreements		—		—		—		204			—		204
Total	$	6,286,346	$	—	$	209,000	$	204		$	6,495,346	$	204
ProFund VP Rising Rates Opportunity
Repurchase Agreements	$	—	$	—	$	8,319,000	$	—		$	8,319,000	$	—
Swap Agreements		—		—		—		(90,565	)		—		(90,565	)
Total	$	—	$	—	$	8,319,000	$	(90,565	)	$	8,319,000	$	(90,565	)
ProFund VP Semiconductor
Common Stocks	$	39,566,796	$	—	$	—	$	—		$	39,566,796	$	—
Repurchase Agreements		—		—		1,796,000		—			1,796,000		—
Collateral for Securities Loaned		87,285		—		—		—			87,285		—
Swap Agreements		—		—		—		(8,099	)		—		(8,099	)
Total	$	39,654,081	$	—	$	1,796,000	$	(8,099	)	$	41,450,081	$	(8,099	)
ProFund VP Short Dow 30
Repurchase Agreements	$	—	$	—	$	6,000	$	—		$	6,000	$	—
Swap Agreements		—		—		—		(4	)		—		(4	)
Total	$	—	$	—	$	6,000	$	(4	)	$	6,000	$	(4	)
ProFund VP Short Emerging Markets
Repurchase Agreements	$	—	$	—	$	515,000	$	—		$	515,000	$	—
Swap Agreements		—		—		—		(1,279	)		—		(1,279	)
Total	$	—	$	—	$	515,000	$	(1,279	)	$	515,000	$	(1,279	)
ProFund VP Short International
Repurchase Agreements	$	—	$	—	$	518,000	$	—		$	518,000	$	—
Swap Agreements		—		—		—		1,618			—		1,618
Total	$	—	$	—	$	518,000	$	1,618		$	518,000	$	1,618
ProFund VP Short Mid-Cap
Repurchase Agreements	$	—	$	—	$	68,000	$	—		$	68,000	$	—
Swap Agreements		—		—		—		652			—		652
Total	$	—	$	—	$	68,000	$	652		$	68,000	$	652

322 :: Notes to Financial Statements :: December 31, 2023

	LEVEL 1 - Quoted Prices					LEVEL 2 - Other Significant Observable Inputs					Total
	Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^
ProFund VP Short Nasdaq-100
Repurchase Agreements	$	—	$	—		$	4,828,000	$	—		$	4,828,000	$	—
Futures Contracts		—		(36,469	)		—		—			—		(36,469	)
Swap Agreements		—		—			—		21,253			—		21,253
Total	$	—	$	(36,469	)	$	4,828,000	$	21,253		$	4,828,000	$	(15,216	)
ProFund VP Short Small-Cap
Repurchase Agreements	$	—	$	—		$	2,266,000	$	—		$	2,266,000	$	—
Futures Contracts		—		(16,819	)		—		—			—		(16,819	)
Swap Agreements		—		—			—		42,131			—		42,131
Total	$	—	$	(16,819	)	$	2,266,000	$	42,131		$	2,266,000	$	25,312
ProFund VP Small-Cap
Common Stocks	$	9,610,931	$	—		$	323	$	—		$	9,611,254	$	—
Rights		—		—			80		—			80		—
Trust*		—		—			—		—			—		—
Warrant		—		—			46		—			46		—
Repurchase Agreements		—		—			5,615,000		—			5,615,000		—
Collateral for Securities Loaned		193,047		—			—		—			193,047		—
Futures Contracts		—		33,603			—		—			—		33,603
Swap Agreements		—		—			—		(97,817	)		—		(97,817	)
Total	$	9,803,978	$	33,603		$	5,615,449	$	(97,817	)	$	15,419,427	$	(64,214	)
ProFund VP Small-Cap Growth
Common Stocks	$	16,165,464	$	—		$	—	$	—		$	16,165,464	$	—
Repurchase Agreements		—		—			40,000		—			40,000		—
Collateral for Securities Loaned		19,774		—			—		—			19,774		—
Total	$	16,185,238	$	—		$	40,000	$	—		$	16,225,238	$	—
ProFund VP Small-Cap Value
Common Stocks	$	19,448,474	$	—		$	—	$	—		$	19,448,474	$	—
Repurchase Agreements		—		—			81,000		—			81,000		—
Collateral for Securities Loaned		434,846		—			—		—			434,846		—
Total	$	19,883,320	$	—		$	81,000	$	—		$	19,964,320	$	—
ProFund VP Technology
Common Stocks	$	56,760,282	$	—		$	—	$	—		$	56,760,282	$	—
Repurchase Agreements		—		—			396,000		—			396,000		—
Swap Agreements		—		—			—		(1,552	)		—		(1,552	)
Total	$	56,760,282	$	—		$	396,000	$	(1,552	)	$	57,156,282	$	(1,552	)
ProFund VP UltraBull
Common Stocks	$	11,742,369	$	—		$	—	$	—		$	11,742,369	$	—
Repurchase Agreements		—		—			6,971,000		—			6,971,000		—
Futures Contracts		—		58,398			—		—			—		58,398
Swap Agreements		—		—			—		(65,786	)		—		(65,786	)
Total	$	11,742,369	$	58,398		$	6,971,000	$	(65,786	)	$	18,713,369	$	(7,388	)
ProFund VP UltraMid-Cap
Common Stocks	$	6,656,778	$	—		$	—	$	—		$	6,656,778	$	—
Repurchase Agreements		—		—			4,228,000		—			4,228,000		—
Collateral for Securities Loaned		69,697		—			—		—			69,697		—
Futures Contracts		—		67,320			—		—			—		67,320
Swap Agreements		—		—			—		(139,090	)		—		(139,090	)
Total	$	6,726,475	$	67,320		$	4,228,000	$	(139,090	)	$	10,954,475	$	(71,770	)

December 31, 2023 :: Notes to Financial Statements :: 323

	LEVEL 1 - Quoted Prices				LEVEL 2 - Other Significant Observable Inputs					Total
	Investment Securities		Other Financial Instruments^		Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^
ProFund VP UltraNasdaq-100
Common Stocks	$	125,770,443	$	—	$	—	$	—		$	125,770,443	$	—
Repurchase Agreements		—		—		62,044,000		—			62,044,000		—
Collateral for Securities Loaned		564,539		—		—		—			564,539		—
Futures Contracts		—		911,679		—		—			—		911,679
Swap Agreements		—		—		—		(1,204,215	)		—		(1,204,215	)
Total	$	126,334,982	$	911,679	$	62,044,000	$	(1,204,215	)	$	188,378,982	$	(292,536	)
ProFund VP UltraShort Dow 30
Repurchase Agreements	$	—	$	—	$	2,000	$	—		$	2,000	$	—
Swap Agreements		—		—		—		(4	)		—		(4	)
Total	$	—	$	—	$	2,000	$	(4	)	$	2,000	$	(4	)
ProFund VP UltraShort Nasdaq-100
Repurchase Agreements	$	—	$	—	$	595,000	$	—		$	595,000	$	—
Swap Agreements		—		—		—		5,972			—		5,972
Total	$	—	$	—	$	595,000	$	5,972		$	595,000	$	5,972
ProFund VP UltraSmall-Cap
Common Stocks	$	11,756,036	$	—	$	292	$	—		$	11,756,328	$	—
Rights		—		—		73		—			73		—
Trust^*		—		—		—		—			—		—
Warrant		—		—		56		—			56		—
Repurchase Agreements		—		—		5,551,000		—			5,551,000		—
Collateral for Securities Loaned		197,786		—		—		—			197,786		—
Futures Contracts		—		25,202		—		—			—		25,202
Swap Agreements		—		—		—		(437,060	)		—		(437,060	)
Total	$	11,953,822	$	25,202	$	5,551,421	$	(437,060	)	$	17,505,243	$	(411,858	)
ProFund VP U.S. Government Plus
U.S. Treasury Obligation	$	—	$	—	$	3,650,822	$	—		$	3,650,822	$	—
Repurchase Agreements		—		—		6,787,000		—			6,787,000		—
Swap Agreements		—		—		—		36,207			—		36,207
Total	$	—	$	—	$	10,437,822	$	36,207		$	10,437,822	$	36,207
ProFund VP Utilities
Common Stocks	$	25,565,121	$	—	$	—	$	—		$	25,565,121	$	—
Repurchase Agreements		—		—		380,000		—			380,000		—
Swap Agreements		—		—		—		3,060			—		3,060
Total	$	25,565,121	$	—	$	380,000	$	3,060		$	25,945,121	$	3,060

Other financial instruments include any derivative instruments not reflected in the Schedule of Portfolio Investments as Investment Securities, such as futures contracts, forward currency contracts and swap agreements (including credit default swap agreements). These instruments are generally recorded in the financial statements at the unrealized appreciation/(depreciation) on the investment.

Ferroglobe Representation and Warranty Insurance trust was valued at $0 and categorized as Level 2 within the fair value hierarchy.

4. Fees and Transactions with Affiliates and Other Parties

The ProFunds VP have entered into an Investment Advisory Agreement with the Advisor. Under this agreement, the ProFunds VP (excluding ProFund VP U.S. Government Plus) each pay the Advisor a fee at an annualized rate of 0.75% of the average daily net assets of each respective ProFund VP. The ProFund VP U.S. Government Plus pays the Advisor a fee at an annualized rate of 0.50% of its average daily net assets.

In addition, subject to the condition that the aggregate daily net assets of the Trust be equal to or greater than $10 billion, the Advisor has agreed to the following fee reductions with respect to each individual ProFund VP: 0.025% of the ProFund VP's daily net assets in excess of $500 million to $1 billion, 0.05% of the ProFund VP's daily net assets in excess of $1 billion to $2 billion, and 0.075% of the ProFund VP's net assets in excess of $2 billion. During the year ended December 31, 2023, no Fund's annual investment advisory fee was subject to such reductions.

Citi Fund Services Ohio, Inc. ("Citi") acts as the Trust's administrator (the "Administrator"). For its services as Administrator, the Trust paid Citi an annual fee based on the Trust's aggregate average net assets at a tier rate ranging from 0.00375%

324 :: Notes to Financial Statements :: December 31, 2023

to 0.05%, and a base fee for certain filings. Administration fees also include additional fees paid to Citi by the Trust for additional services provided, including support of the Trust's compliance program.

Citi also acts as fund accounting agent for the Trust. For these services, the Trust pays Citi an annual fee based on the Trust's aggregate average net assets at a tier rate ranging from 0.00375% to 0.03%, a base fee, and reimbursement of certain expenses.

FIS Investor Services LLC ("FIS") acts as transfer agent for the Trust. For these services, the Trust pays FIS a base fee, service charges, fees based on the number of VP Funds, and reimbursement of certain expenses.

ProFunds Distributors, Inc. (the "Distributor"), a wholly owned subsidiary of the Advisor, serves as the Trust's distributor. Under a Distribution and Shareholder Services Plan, adopted by the Trust's Board of Trustees pursuant to Rule 12b-1 under the 1940 Act, each ProFund VP may pay financial intermediaries such as broker-dealers, insurance companies and the Distributor up to 0.25%, on an annualized basis, of the average daily net assets as compensation for the distribution-related activities and/or shareholder services.

Distribution Fees were suspended throughout the year ended December 31, 2023 for ProFund VP Government Money Market to maintain a more competitive net yield. If ProFund VP Government Money Market had paid an amount equal to 0.25% of its average daily net assets, the Distribution Fees would have been $87,817 for the year ended December 31, 2023. The Distributor may reinstate all or a portion of the Distribution Fees for ProFund VP Government Money Market at any time.

The Advisor, pursuant to a separate Management Services Agreement, performs certain client support services and other administrative services on behalf of the ProFunds VP. For these services, each ProFund VP pays the Advisor a fee at the annual rate of 0.10% of its average daily net assets.

The Trust, on behalf of the ProFunds VP, has entered into an administrative services agreement with certain insurance companies, pursuant to which the insurance companies will provide administrative services with respect to the ProFunds VP. For these services, the ProFunds VP may pay the insurance companies administrative services fees, a monthly/quarterly fee equal on an annual basis of up to 0.35% of their average daily net assets as reflected on the Statement of Operations as "Administrative services fees." Throughout the year ended December 31, 2023, the administrative services fees of ProFund VP Government Money Market were suspended to maintain a more competitive net yield. If ProFund VP Government Money Market had paid an amount equal to the full amount per the administrative services agreements, the administrative services fees would have been $85,062 for the year ended December 31, 2023. All or a portion of the Administrative services fees of ProFund VP Government Money Market may be reinstated at any time.

Certain Officers and a Trustee of the Trust are affiliated with the Advisor or the Administrator. Except as noted below with respect to the Trust's Chief Compliance Officer, such Officers and Trustee receive no compensation from the ProFunds VP for serving in their respective roles. The Trust, together with affiliated Trusts, pays each Independent Trustee compensation for their services at an annual rate of $325,000, inclusive of all meetings. During the year ended December 31, 2023, actual Trustee compensation was $975,000 in aggregate from the Trust and affiliated trusts. There are certain employees of the Advisor, such as the Trust's Chief Compliance Officer and staff who administer the Trust's compliance program, in which the ProFunds VP reimburse the Advisor for their related compensation and certain other expenses incurred as reflected on the Statement of Operations as "Compliance services fees."

The Advisor has contractually agreed to waive advisory and management services fees, and if necessary, reimburse certain other expenses of the ProFunds VP in order to limit the annual operating expenses (exclusive of brokerage costs, interest, taxes, dividends (including dividend expenses on securities sold short), litigation, indemnification, and extraordinary expenses) to an annualized rate of 1.35% of the average daily net assets of ProFund VP Government Money Market, 1.38% of the average daily net assets of ProFund VP U.S. Government Plus and 1.68% of the average daily net assets of each other ProFund VP. For the non-money market ProFunds VP, these expense limitations remain in effect until at least April 30, 2024.

For ProFund VP Government Money Market, effective October 1, 2023, the Advisor amended its contractual expense limitation agreement, reducing the expense limit from 1.35% to 0.90% of the average daily net assets of the ProFund VP. For ProFund VP Government Money Market, this amended expense limitation remains in effect until at least April 30, 2025. All other terms of the amended contractual expense limitation for the ProFund VP Government Money Market are identical to the preceding contractual expense limitation.

The Advisor may recoup the advisory and management services fees contractually waived or limited and other expenses reimbursed by it within three years from the contractual period; however, such recoupment will be limited to the lesser of any expense limitation in place at the time of recoupment or the expense limitation in place at the time of waiver or reimbursement. Any amounts recouped by the Advisor during the year are reflected on the Statement of Operations as "Recoupment of prior expenses reduced by the Advisor." As of December 31, 2023, the recoupments that may potentially be made by the ProFunds VP are as shown in the tables below. As of December 31, 2023, no commitment or contingent liability is expected.

	Expires 4/30/24		Expires 4/30/25		Expires 4/30/26		Expires 4/30/27		Total
ProFund Access VP High Yield	$	26,937	$	—	$	3,223	$	3,899	$	34,059
ProFund VP Asia 30		—		—		15,415		18,933		34,348
ProFund VP Banks		2,494		—		6,886		2,578		11,958
ProFund VP Bear		3,281		—		565		946		4,792
ProFund VP Bull		—		—		21,942		24,590		46,532

December 31, 2023 :: Notes to Financial Statements :: 325

	Expires 4/30/24		Expires 4/30/25		Expires 4/30/26		Expires 4/30/27		Total
ProFund VP Communication Services^†	$	4,957	$	329	$	3,195	$	4,386	$	12,867
ProFund VP Consumer Discretionary^†		15,776		369		6,182		13,388		35,715
ProFund VP Consumer Staples^†		10,988		536		7,736		8,219		27,479
ProFund VP Emerging Markets		1,418		—		25,649		17,314		44,381
ProFund VP Energy^†		13,096		—		23,266		19,469		55,831
ProFund VP Europe 30		10,334		—		15,452		9,163		34,949
ProFund VP Falling U.S. Dollar		5,761		4,215		4,514		9,260		23,750
ProFund VP Financials		3,055		—		15,820		12,353		31,228
ProFund VP Government Money Market		—		—		—		42,708		42,708
ProFund VP Health Care		24,319		—		9,366		15,067		48,752
ProFund VP Industrials		8,851		390		4,461		9,311		23,013
ProFund VP International		—		—		5,551		1,305		6,856
ProFund VP Internet		—		—		3,370		6,401		9,771
ProFund VP Japan		4,408		—		1,092		3,307		8,807
ProFund VP Large-Cap Growth		17,250		1,329		12,667		14,732		45,978
ProFund VP Large-Cap Value		13,431		2,302		10,632		11,235		37,600
ProFund VP Materials^†		3,206		—		6,866		7,613		17,685
ProFund VP Mid-Cap		—		—		5,489		4,038		9,527
ProFund VP Mid-Cap Growth		17,143		7,817		12,813		13,292		51,065
ProFund VP Mid-Cap Value		11,427		3,158		10,985		11,100		36,670
ProFund VP Nasdaq-100		56,024		—		65,747		59,909		181,680
ProFund VP Pharmaceuticals		3,392		—		6,166		5,429		14,987
ProFund VP Precious Metals		18,138		—		12,968		13,726		44,832
ProFund VP Real Estate		7,742		268		2,821		5,515		16,346
ProFund VP Semiconductor		—		—		3,835		2,022		5,857
ProFund VP Short Dow 30		25		—		—		—		25
ProFund VP Short Emerging Markets		—		—		560		360		920
ProFund VP Short International		—		—		400		—		400
ProFund VP Short Mid-Cap		193		—		178		121		492
ProFund VP Short Nasdaq-100		—		—		6,338		3,431		9,769
ProFund VP Short Small-Cap		2,179		82		3,055		3,131		8,447
ProFund VP Small-Cap		14,995		1,008		18,514		15,861		50,378
ProFund VP Small-Cap Growth		8,803		140		2,546		10,806		22,295
ProFund VP Small-Cap Value		14,210		—		5,595		12,199		32,004
ProFund VP UltraBull		—		—		1,022		4,454		5,476
ProFund VP UltraMid-Cap		10,517		773		3,796		8,439		23,525
ProFund VP UltraNasdaq-100		95,642		6,645		136,878		95,655		334,820
ProFund VP UltraShort Nasdaq-100		—		534		4,774		1,971		7,279
ProFund VP UltraSmall-Cap		31,072		6,878		31,072		17,883		86,905
ProFund VP U.S. Government Plus		26,056		—		5,622		5,789		37,467
ProFund VP Utilities		21,102		511		18,146		18,410		58,169

The Advisor has contractually agreed to waive advisory and management services fees, and if necessary, reimburse certain other expenses of ProFund VP Government Money Market through April 30, 2024 to the extent necessary to maintain a certain minimum net yield as determined by the Advisor.

The Advisor may recoup the advisory and management services fees contractually waived or limited and other expenses reimbursed by it within three years from the minimum yield limit period in which they were taken. Such recoupments shall be made monthly, but only to the extent that such recoupments would not cause the ProFund VP Government Money Market's net yield to fall below the highest previously determined minimum yield, and such recoupment will be limited to the lesser of any expense limitation in place at the time of recoupment or the expense limitation in place at the time of waiver or reimbursement. Any amounts recouped by the Advisor during the year are reflected on the Statement of Operations as "Recoupment of prior expenses reduced by the Advisor." As of December 31, 2023, the recoupments that may potentially be made by ProFund VP Government Money Market are as follows:

		Expires 4/30/24				Expires 4/30/25				Expires 4/30/26				Total
ProFund VP Government Money Market		$	520,249			$	437,473			$	28,512			$	986,234

In addition, from January 1, 2023 through September 30, 2023, the Advisor voluntarily agreed to waive advisory and management services fees, and if necessary, reimburse certain other expenses of ProFund VP Government Money Market to the extent necessary to limit the annual operating expenses (exclusive of brokerage costs, interest, taxes, dividends (including dividend expenses on securities sold short), litigation, indemnification, and extraordinary expenses) to an annualized rate of 0.90% of the average daily net assets of ProFund VP Government Money Market (exclusive of the amounts contractually waived to support a minimum net yield). This voluntary waiver was discontinued upon the effective date of the amended contractual expense limitation, described above. During the year ended December 31, 2023, the advisor voluntarily waived $90,405. Amounts waived voluntarily are not subject to recoupment.

326 :: Notes to Financial Statements :: December 31, 2023

5. Securities Transactions

The cost of security purchases and the proceeds from the sale of securities (excluding securities maturing less than one year from acquisition) during the year ended December 31, 2023 were as follows:

	Purchases		Sales
ProFund VP Asia 30	$	25,033,012	$	28,162,357
ProFund VP Banks		19,890,927		18,178,688
ProFund VP Biotechnology		55,983,034		60,397,685
ProFund VP Bull		48,501,876		46,476,055
ProFund VP Communication Services^†		13,654,234		10,895,776
ProFund VP Consumer Discretionary^†		20,604,760		17,446,454
ProFund VP Consumer Staples^†		20,907,801		22,183,503
ProFund VP Emerging Markets		27,568,759		26,519,724
ProFund VP Energy^†		37,550,566		52,552,397
ProFund VP Europe 30		18,005,347		19,222,825
ProFund VP Financials		11,997,632		15,475,453
ProFund VP Health Care		4,972,944		11,434,731
ProFund VP Industrials		11,473,184		12,041,864
ProFund VP Internet		9,057,891		8,494,994
ProFund VP Large-Cap Growth		43,859,335		38,685,317
ProFund VP Large-Cap Value		26,818,534		25,547,259
ProFund VP Materials^†		10,462,114		10,863,926
ProFund VP Mid-Cap Growth		20,658,977		19,526,722
ProFund VP Mid-Cap Value		15,633,011		18,016,760
ProFund VP Nasdaq-100		26,110,928		16,750,300
ProFund VP Pharmaceuticals		14,305,365		16,735,272
ProFund VP Real Estate		6,801,800		6,366,741
ProFund VP Semiconductor		70,099,603		57,271,572
ProFund VP Small-Cap		2,797,455		1,205,653
ProFund VP Small-Cap Growth		13,973,378		13,795,425
ProFund VP Small-Cap Value		17,323,084		18,188,675
ProFund VP Technology		27,978,917		14,368,271
ProFund VP UltraBull		6,802,076		4,889,620
ProFund VP UltraMid-Cap		1,947,689		1,956,996
ProFund VP UltraNasdaq-100		72,348,118		37,443,876
ProFund VP UltraSmall-Cap		4,060,466		3,182,389
ProFund VP Utilities		8,783,304		17,758,652

The cost of U.S. government security purchases and the proceeds from the sale of U.S. government securities (excluding securities maturing less than one year from acquisition) during the year ended December 31, 2023 were as follows:

	Purchases		Sales
ProFund Access VP High Yield	$	82,367,068	$	83,083,074
ProFund VP U.S. Government Plus		14,605,081		14,648,213

6. Investment Risks

Some risks apply to all ProFunds VP, while others are specific to the investment strategy of certain ProFunds VP. Each ProFund VP may be subject to other risks in addition to these identified risks. This section discusses certain common principal risks encountered by the ProFunds VP. The risks are presented in an order intended to facilitate readability, and their order does not imply that the realization of one risk is likely to occur more frequently than another risk, nor does it imply that the realization of one risk is likely to have a greater adverse impact than another risk.

Risks Associated with the Use of Derivatives

Certain ProFunds VP may obtain investment exposure through derivatives. Investing in derivatives may be considered aggressive and may expose the ProFund VP to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives (e.g., securities in the Index). These risks include counterparty risk, liquidity risk and increased correlation risk. When the ProFund VP uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., securities in the Index) and the derivative, which may prevent the ProFund VP from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the ProFund VP to losses in excess of those amounts initially invested.

Certain ProFunds VP may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the ProFund VP invests in swaps that use an ETF as the reference asset, the ProFund VP may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the ProFund VP only used swaps on the Index.

December 31, 2023 :: Notes to Financial Statements :: 327

Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in a ProFund VP's net assets, the terms of a swap agreement between the ProFund VP and its counterparty may permit the counterparty to immediately close out the transaction with the ProFund VP. In that event, the ProFund VP may be unable to enter into another swap agreement or invest in other derivatives to achieve the desired exposure consistent with the ProFund VP's investment objective. This, in turn, may prevent the ProFund VP from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the ProFund VP may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the ProFund VP's return.

Compounding Risk

Certain ProFunds VP are "geared" funds ("Geared Funds") in the sense that the ProFund VP has an investment objective to match a multiple, the inverse, or an inverse multiple of the performance of a benchmark on a single day, not for any other period. A "single day" is measured from the time a ProFund VP calculates its net asset value ("NAV") to the time of the ProFund VP's next NAV calculation. These Geared Funds are subject to all of the correlation risks described below. In addition, because these ProFunds VP have a single day investment objective, for periods greater than one day, the effect of compounding may cause the performance of a ProFund VP to vary from the benchmark performance (or the inverse of the benchmark performance) times the stated multiple in the ProFund VP objective, as applicable, before accounting for fees and ProFund VP expenses. As explained in greater detail in their Prospectuses, as a result of compounding, Geared Funds are unlikely to provide a simple multiple (e.g. -1x, 2x, or -2x) of a benchmark's return over periods longer than a single day.

Leverage Risk

Certain ProFunds VP utilize leverage (i.e., obtain investment exposure in excess of their assets) in seeking to achieve their investment objective and will lose more money in market environments adverse to their daily objective than similar funds that do not employ leverage.

Because the ProFunds VP that utilize leverage include either multipliers of 2x or 1.25x (or sometimes the inverse thereof), a single day adverse price movement of more than 50% or 80%, respectively, in a relevant benchmark, could result in the total loss of an investor's investment.

Active Investor Risk

Each ProFund VP permits short-term trading of its securities. In addition, the Advisor expects a significant portion of the assets invested in a ProFund VP to come from professional money managers and investors who use the ProFund VP as part of active trading or tactical asset allocation strategies. These strategies often call for frequent trading to take advantage of anticipated changes in market conditions, which could increase portfolio turnover, and may result in additional costs for the ProFund VP. In addition, large movements of assets into and out of the ProFund VP may have a negative impact on the ProFund VP's ability to achieve its investment objective or maintain a consistent level of operating expenses. In certain circumstances, the ProFund VP's expense ratio may vary from current estimates or the historical ratio disclosed in the ProFund VP's prospectus.

Active Management Risk

ProFund Access VP High Yield Fund is actively managed, and its performance reflects the investment decisions that the Advisor makes for the ProFund. The Advisor's judgements about the ProFund VP's investments may prove to be incorrect. If the investments selected and strategies employed by the ProFund VP fail to produce the intended results, the ProFund VP could underperform or have negative returns as compared to other funds with a similar investment objective and/or strategies.

Concentration Risk

Certain non-money market ProFunds VP may be subject to concentration risk. Concentration risk results from maintaining concentrated exposure to certain types of issuers, industries, market sectors, countries or geographical regions. A ProFund VP that concentrates its investments will be more susceptible to risks associated with that concentration. With respect to the Sector ProFunds VP, a ProFund VP may have significant exposure to an individual industry that constitutes a significant portion of that ProFund VP's benchmark. Such a ProFund VP will be more susceptible to the risks associated with that specific industry, which may be different from the risks generally associated with other benchmarks. Each ProFund VP will concentrate its investments in a particular industry or group of industries to approximately the same extent as its benchmark, up to the extent permitted by applicable regulatory guidance. Additionally, certain ProFunds VP that focus their investments in particular countries or geographic regions may be particularly susceptible to economic, political or regulatory events affecting those countries or regions. These ProFunds VP may be more volatile than a more geographically diversified ProFund VP. The Schedule of Portfolio Investments includes information on each ProFund VP's holdings, including industry and/or geographical composition, as relevant.

Correlation Risk

There is no guarantee that a ProFund VP will achieve a high degree of correlation with its benchmark. Failure to achieve a high degree of correlation may prevent a ProFund VP from achieving its investment objective, and the percentage change of the ProFund VP's NAV each day may differ, perhaps significantly, from the percentage change of the ProFund VP's benchmark on such day. This may be due, among other reasons, to the impact of a limited trading market in the underlying component securities on the calculation of the benchmark.

In order to achieve a high degree of correlation with the Index, a ProFund VP seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the ProFund VP from achieving a high degree of correlation with the Index. Market disruptions or closure, regulatory restrictions, market volatility and other factors will adversely affect the ProFund VP's ability to adjust exposure to requisite levels. The target amount of portfolio

328 :: Notes to Financial Statements :: December 31, 2023

exposure is impacted dynamically by the Index's movements. Because of this, it is unlikely that the ProFund VP will have perfect leveraged exposure at the end of each day and the likelihood of being materially under- or overexposed is higher on days when the Index level is volatile at or near the close of the trading day.

A number of other factors may adversely affect a ProFund VP's correlation with its benchmark, including material over- or underexposure, fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which a ProFund VP invests. A ProFund VP may not have investment exposure to all securities in its benchmark, or its weighting of investment exposure to stocks or industries may be different from that of the benchmark. In addition, a ProFund VP may invest in securities not included in the benchmark or in financial instruments. Each ProFund VP may take or refrain from taking positions in order to improve tax efficiency or comply with regulatory restrictions, either of which may negatively affect the ProFund VP's correlation with its benchmark. A ProFund VP may also be subject to large movements of assets into and out of the ProFund VP, potentially resulting in the ProFund VP being over- or underexposed to its benchmark, and may be impacted by index reconstitutions and index rebalancing events. Additionally, a ProFund VP's underlying holdings or reference assets may trade on markets that may or may not be open on the same day as the ProFund VP. Each ProFund VP (other than the Classic ProFunds VP, the Sector ProFunds VP, ProFund VP Falling U.S. Dollar and ProFund VP Government Money Market) seeks to rebalance its portfolio daily to keep its leveraged, inverse or inverse leveraged exposure to the benchmark consistent with its investment objective. Any of these factors could decrease correlation between the performance of a ProFund VP and may hinder a ProFund VP's ability to meet its investment objective on or around that day.

Credit Default Swaps (CDS) Risk

While the Profund Access VP High Yield will normally be a net "seller" of CDS, at times the ProFund Access VP High Yield may be a net "buyer" of CDS. When the ProFund VP is a seller of credit protection, upon the occurrence of a credit event, the counterparty to the ProFund VP will have an obligation to pay the full notional value of a defaulted reference entity less recovery value. When the ProFund VP is a buyer of credit protection, upon the occurrence of a credit event, the counterparty to the ProFund VP will have an obligation to pay the full notional value of a defaulted reference entity less recovery value. Recovery values for CDS are generally determined via an auction process to determine the final price for a given reference entity. Although, the ProFund VP intends, as practicable, to obtain exposure through centrally cleared CDS, an active market may not exist for any of the CDS in which the ProFund VP invests or in the reference entities subject to the CDS. As a result, the ProFund VP's ability to maximize returns or minimize losses on such CDS may be impaired. Other risks of CDS include difficulty in valuation due to the lack of pricing transparency and the risk that changes in the value of the CDS do not reflect changes in the credit quality of the underlying reference entities or may otherwise perform differently than expected given market conditions. Because the ProFund VP may use a single counterparty or a small number of counterparties, certain CDS involve many reference entities and there are no limitations on the notional amount established for the CDS. As a result, counterparty risk may be amplified.

Counterparty Risk

A ProFund VP that will invest in financial instruments involving third parties (i.e., counterparties) is subject to counterparty risk. The use of financial instruments, such as swap agreements or futures contracts, involves risks that are different from those associated with ordinary portfolio securities transactions. Certain ProFunds VP will be subject to credit risk (i.e., the risk that a counterparty is unwilling or unable to make timely payments to meet its contractual obligations) with respect to the amount they expect to receive from counterparties to financial instruments and repurchase agreements entered into by the ProFunds VP. Each ProFund VP generally structures the agreement such that either party can terminate the contract without penalty prior to the termination date. A ProFund VP may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations, the value of an investment in each ProFund VP may decline. A ProFund VP may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding and a ProFund VP may obtain only limited recovery or may obtain no recovery in such circumstances.

The ProFunds VP typically enter into transactions with counterparties whose credit rating at the time of the transaction is investment grade, as determined by a nationally recognized statistical rating organization, or, if unrated, judged by the Advisor to be of comparable quality. These are usually major, global financial institutions. Although the counterparty to an exchange-traded futures contract is often backed by a futures commission merchant ("FCM") or clearing organization that is further backed by a group of financial institutions, there may be instances in which the FCM or the clearing organization could fail to perform its obligations, causing significant losses to the ProFund VP. For example, a ProFund VP could lose margin payments it has deposited with a clearing organization as well as gains owed but not paid to the ProFund VP if the clearing organization becomes insolvent or otherwise fails to perform its obligations.

Under current CFTC regulations, a FCM maintains customers' assets in a bulk segregated account. If a FCM fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that FCM's bankruptcy. In that event, in the case of futures, the FCM's customers are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that FCM's customers. In the case of cleared swaps, customers of a FCM in bankruptcy are entitled to recover assets specifically attributable to them pursuant to new CFTC regulations, but may nevertheless risk loss of some or all of their assets due to accounting or operational issues or due to legal risk in connection with the application of bankruptcy law to cleared swaps.

Cybersecurity Risk

With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, each ProFund VP, financial intermediaries, service

December 31, 2023 :: Notes to Financial Statements :: 329

providers and the relevant listing exchange are susceptible to operational, information security and related "cyber" risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing among other behaviors, stealing or corrupting data maintained online or digitally, and denial of service attacks on websites. Cybersecurity failures or breaches of a ProFund VP's third party service provider (including, but not limited to, index providers, the administrator and transfer agent) or the issuers of securities and/or financial instruments in which the ProFund VP invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of ProFund VP shareholders to transact business, violations of applicable privacy and other laws. For instance, cyber attacks may interfere with the processing of shareholder transactions, impact the ProFund VP's ability to calculate its NAV, cause the release of private shareholder information or confidential ProFund VP information, impede trading, cause reputational damage, and subject the ProFund VP to regulatory fines, reputational damage, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. A ProFund VP and its shareholders could be negatively impacted as a result. While a ProFund VP or its service providers may have established business continuity plans and systems designed to guard against such cyber attacks or adverse effects of such attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified, in large part because different unknown threats may emerge in the future. Similar types of cybersecurity risks also are present for issuers of securities in which a ProFund VP invests, which could result in material adverse consequences for such issuers, and may cause the ProFund VP's investments in such securities to lose value. In addition, cyber attacks involving a counterparty to a ProFund VP could affect such a counterparty's ability to meets it obligations to the ProFund VP, which may result in losses to the ProFund VP and its shareholders. The Advisor and the Trust do not control the cybersecurity plans and systems put in place by third party service providers, and such third party service providers may have no or limited indemnification obligations to the Advisor or to a ProFund VP.

Natural Disaster/Epidemic Risk

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus (COVID-19)), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such as natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the ProFund VP and its investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under these circumstances, the ProFund VP may have difficulty achieving its investment objective which may adversely impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the ProFund VP's investment advisor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the ProFund VP's investments. These factors can cause substantial market volatility, exchange trading suspensions and closures and can impact the ability of the ProFund VP to complete redemptions and otherwise affect ProFund VP performance and ProFund VP trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on the ProFund VP's performance, resulting in losses to your investment.

Risk of Global Economic Shock

Widespread disease, including public health disruptions, pandemics and epidemics (for example, COVID-19 including its variants), have been and may continue to be highly disruptive to economies and markets. Health crises could exacerbate political, social, and economic risks, and result in breakdowns, delays, shutdowns, social isolation, civil unrest, periods of high unemployment, shortages in and disruptions to the medical care and consumer goods and services industries, and other disruptions to important global, local and regional supply chains, with potential corresponding results on the performance of a ProFund VP and its investments. Additionally, war, military conflicts, sanctions, acts of terrorism, sustained elevated inflation, supply chain issues or other events could have a significant negative impact on global financial markets and economies. Russia's military incursions in Ukraine have led to, and may lead to additional sanctions being levied by the United States, European Union, and other countries against Russia. The ongoing hostilities between the two countries could result in additional widespread conflict and could have a severe adverse effect on the region and certain markets. Sanctions on Russian exports could have a significant adverse impact on the Russian economy and related markets and could affect the value of a ProFund VP's investments, even beyond any direct exposure a ProFund VP may have to the region or to adjoining geographic regions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could have a severe adverse effect on the region, including significant negative impacts on the economy and the markets for certain securities and commodities, such as oil and natural gas. How long such tensions and related events will last cannot be predicted. These tensions and any related events could have significant impact on a ProFund VP's performance and the value of an investment in a ProFund VP.

330 :: Notes to Financial Statements :: December 31, 2023

Debt Instruments Risk

The ProFunds VP may invest in, or seek exposure to, debt instruments. Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the fixed income market. Additionally, the credit quality of the issuer of a debt instrument (including the risk of a potential default) can also affect the price of a debt instrument. The perceived or actual inability of issuers, guarantors, or liquidity providers of debt instruments to make scheduled interest payments can negatively impact the performance of the ProFund VP. Debt instruments may have varying levels of sensitivity to changes in interest rates and other factors.

Typically, the price of outstanding debt instruments falls when interest rates rise. Without taking into account other factors, the prices of debt instruments with longer maturities may fluctuate more in response to interest rate changes than those of debt 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 (in part or in whole) prior to the maturity date. Debt instruments allowing prepayment may offer less potential for gains during a period of declining interest rates, as a ProFund VP may be required to reinvest the proceeds received at lower interest rates. These factors may cause the value of an investment in the ProFund VP to change. Also, the securities of certain U.S. government agencies, authorities or instrumentalities are neither issued by nor guaranteed as to principal and interest by the U.S. government, and may be exposed to more credit risk than those issued by and guaranteed as to principal and interest by the U.S. government. All U.S. government securities are subject to credit risk. It is possible that the U.S. government may not be able to meet its financial obligations or that securities issued by the U.S. government may experience credit downgrades. Such a credit event may also adversely impact the financial markets. Certain ProFunds VP are inversely correlated to bond prices and will typically respond differently to the above factors than would a ProFund VP positively correlated to bond prices.

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 more sensitive to economic changes, political changes, or adverse developments specific to a company than other fixed income instruments. These securities are subject to greater risk of loss, greater sensitivity to 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 a ProFund VP'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 ProFund VP 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 a ProFund VP's performance.

Index Performance Risk

Certain ProFunds VP linked to an index will be subject to index performance risk. There is no guarantee or assurance that the methodology used by the third-party provider to create the Index will result in the ProFund VP achieving high, or even positive, returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index may underperform, and the ProFund VP could lose value, while other indices or measures of market performance increase in value.

Financing Rates Associated with Derivatives

The performance of ProFunds VP that use derivatives was impacted by the related financing costs. Financial instruments such as futures contracts carry implied financing costs. Forward and swap financing rates are negotiated between the ProFunds VP and their counterparties, and are set at the Fed Funds rate ("FEDL01") plus or minus a negotiated spread. The Fed Funds rate appreciated from 4.50% to 5.50% during the fiscal year. Each ProFund VP with long exposure via derivatives was generally negatively affected by financing rates. Conversely, most ProFunds VP with short/inverse derivative exposure generally benefited from financing rates.

Inflation Risk

Inflation risk is the risk that the value of assets or income from a ProFund VP's investments will be worth less in the future as inflation decreases the value of payments at future dates. As inflation increases, the real value of a ProFund VP's portfolio could decline. Inflation rates may change frequently and drastically as a result of various factors and the ProFund VP's investments may not keep pace with inflation, which may result in loses to the ProFund VP investors or adversely affect the real value of shareholders' investments in a ProFund VP. Inflation has recently increased and it cannot be predicted whether it may decline.

Liquidity Risk

In certain circumstances, such as the disruption of the orderly markets for the securities or financial instruments in which a ProFund VP invests, the ProFunds VP might not be able to acquire or dispose of certain holdings quickly or at prices that represent true fair value in the judgment of the Advisor. Markets for the securities or financial instruments in which a ProFund VP invests may be disrupted by a number of events, including but not limited

December 31, 2023 :: Notes to Financial Statements :: 331

to economic crises, natural disasters, new legislation, or regulatory changes inside or outside of the U.S. For example, regulation limiting the ability of certain financial institutions to invest in certain securities would likely reduce the liquidity of those securities. These situations may prevent a ProFund VP from limiting losses, realizing gains, or from achieving a high correlation (or inverse correlation) with its underlying benchmark.

7. Federal Income Tax Information

ProFund VP Bear and ProFund VP Rising Rates Opportunity have unpaid capital gain distributions of $73,482 and $2,835,809, respectively, relating to the tax year ended December 31, 2022. Each fund is in the process of determining resolution of the additional distribution requirements, which could incur additional fees and expenses up to $10,000 and $250,000, respectively. These fees and expenses are expected to be reimbursed by a third party or parties.

The tax character of distributions paid to shareholders during the tax years ended, as noted below, were as follows:

	Year Ended December 31, 2023								Year Ended December 31, 2022
	Distributions Paid from Ordinary Income		Distributions Paid from Net Long-Term Capital Gains		Tax Return of Capital		Total Distributions Paid		Distributions Paid from Ordinary Income		Distributions Paid from Net Long-Term Capital Gains		Tax Return of Capital		Total Distributions Paid
ProFund Access VP High Yield	$	811,910	$	—	$	—	$	811,910	$	595,085	$	—	$	—	$	595,085
ProFund VP Asia 30		17,533		669,693		—		687,226		95,017		2,232,606		—		2,327,623
ProFund VP Banks		65,310		—		—		65,310		49,018		—		—		49,018
ProFund VP Bear		7,959		—		—		7,959		—		—		—		—
ProFund VP Biotechnology		—		6,518,064		—		6,518,064		197,061		8,620,057		—		8,817,118
ProFund VP Bull		—		8,734,170		—		8,734,170		4,194,088		1,291,627		—		5,485,715
ProFund VP Communication Services^†		58,848		—		—		58,848		103,492		—		—		103,492
ProFund VP Consumer Discretionary^†		—		1,013,997		—		1,013,997		60,825		139,786		—		200,611
ProFund VP Consumer Staples^†		343,272		1,462,883		—		1,806,155		488,033		48,178		—		536,211
ProFund VP Dow 30		129		—		—		129		44,674		—		—		44,674
ProFund VP Emerging Markets		422,942		—		—		422,942		110,840		—		—		110,840
ProFund VP Energy^†		1,187,917		—		—		1,187,917		658,231		—		—		658,231
ProFund VP Europe 30		314,873		—		—		314,873		816,976		138,048		—		955,024
ProFund VP Financials		118,059		1,067,782		—		1,185,841		265,645		116,404		—		382,049
ProFund VP Government Money Market		1,426,790		—		—		1,426,790		375,075		—		—		375,075
ProFund VP Health Care		—		4,450,779		—		4,450,779		364,507		2,227,197		—		2,591,704
ProFund VP Industrials		—		1,349,793		—		1,349,793		74,737		115,158		—		189,895
ProFund VP International		—		—		—		—		461,505		—		—		461,505
ProFund VP Internet		—		1,717,154		—		1,717,154		—		3,971,476		—		3,971,476
ProFund VP Japan		—		—		—		—		60,553		296,292		—		356,845
ProFund VP Large-Cap Growth		—		3,728,772		—		3,728,772		120,408		3,618,565		—		3,738,973
ProFund VP Large-Cap Value		87,129		1,233,407		—		1,320,536		72,492		201,284		—		273,776
ProFund VP Materials^†		72,950		—		—		72,950		138,448		53,432		—		191,880
ProFund VP Mid-Cap		—		—		—		—		2,138,942		292,514		—		2,431,456
ProFund VP Mid-Cap Growth		—		81,372		—		81,372		455,295		2,534,042		—		2,989,337
ProFund VP Mid-Cap Value		33,606		695,642		—		729,248		700,703		1,426,381		—		2,127,084
ProFund VP Nasdaq-100		—		620,919		—		620,919		9,788,260		10,171,071		—		19,959,331
ProFund VP Pharmaceuticals		61,386		228,205		—		289,591		181,043		670,360		—		851,403
ProFund VP Real Estate		65,712		1,191,790		—		1,257,502		440,861		162,329		—		603,190
ProFund VP Rising Rates Opportunity		16,031		—		—		16,031		—		—		—		—
ProFund VP Semiconductor		—		397,743		—		397,743		671,419		26,089		—		697,508
ProFund VP Short Emerging Markets		4,519		—		—		4,519		13,998		—		—		13,998
ProFund VP Short International		13,615		—		—		13,615		—		—		—		—
ProFund VP Short Mid-Cap		1,059		—		—		1,059		—		—		—		—
ProFund VP Short Nasdaq-100		3,135		5,864		—		8,999		—		—		—		—
ProFund VP Short Small-Cap		131,293		11,997		—		143,290		—		—		—		—
ProFund VP Small-Cap		—		—		—		—		1,044,374		490,095		—		1,534,469
ProFund VP Small-Cap Growth		—		435,031		—		435,031		552,099		1,989,453		—		2,541,552
ProFund VP Small-Cap Value		3,178		789,010		—		792,188		1,850,348		1,973,977		—		3,824,325
ProFund VP Technology		—		5,510,738		—		5,510,738		1,317,218		5,172,582		—		6,489,800
ProFund VP UltraBull		—		—		—		—		2,078,580		948,359		—		3,026,939
ProFund VP UltraMid-Cap		—		—		—		—		3,468,388		589,136		—		4,057,524
ProFund VP UltraNasdaq-100		—		—		—		—		72,449,015		1,258,151		—		73,707,166

332 :: Notes to Financial Statements :: December 31, 2023

	Year Ended December 31, 2023								Year Ended December 31, 2022
	Distributions Paid from Ordinary Income		Distributions Paid from Net Long-Term Capital Gains		Tax Return of Capital		Total Distributions Paid		Distributions Paid from Ordinary Income		Distributions Paid from Net Long-Term Capital Gains		Tax Return of Capital		Total Distributions Paid
ProFund VP UltraShort Dow 30	$	6	$	—	$	—	$	6	$	—	$	—	$	—	$	—
ProFund VP UltraSmall-Cap		—		—		—		—		2,923,886		639,688		—		3,563,574
ProFund VP U.S. Government Plus		362,281		—		249		362,530		—		—		—		—
ProFund VP Utilities		406,380		—		—		406,380		391,040		426,398		—		817,438

As of the latest tax year ended December 31, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Distributions Payable		Accumulated Capital and Other Losses			Unrealized Appreciation/ (Depreciation)			Total Accumulated Earnings/ (Deficit)
ProFund Access VP High Yield	$	612,963	$	—	$	—	$	(5,018,349	)	$	127,414		$	(4,277,972	)
ProFund VP Asia 30		117,552		—		—		(592,481	)		(104,817	)		(579,746	)
ProFund VP Banks		86,224		—		—		(5,580,049	)		866,691			(4,627,134	)
ProFund VP Bear		131,745		—		—		(23,635,435	)		6,851			(23,496,839	)
ProFund VP Biotechnology		—		16,706,392		—		—			8,844,701			25,551,093
ProFund VP Bull		3,046,029		304,498		—		—			26,118,021			29,468,548
ProFund VP Communication Services^†		—		—		—		(870,404	)		1,729,212			858,808
ProFund VP Consumer Discretionary^†		48,875		2,448,847		—		—			7,970,416			10,468,138
ProFund VP Consumer Staples^†		214,461		3,296,352		—		—			4,167,080			7,677,893
ProFund VP Dow 30		10,184		—		—		(1,646,322	)		180			(1,635,958	)
ProFund VP Emerging Markets		334,637		—		—		(8,537,805	)		6,104,694			(2,098,474	)
ProFund VP Energy^†		919,340		2,002,124		—		—			23,147,772			26,069,236
ProFund VP Europe 30		276,152		495,778		—		—			1,109,401			1,881,331
ProFund VP Falling U.S. Dollar		29,158		—		—		(395,705	)		—			(366,547	)
ProFund VP Financials		319,014		2,603,640		—		—			13,522,371			16,445,025
ProFund VP Government Money Market		—		—		—		(39,366	)		—			(39,366	)
ProFund VP Health Care		23,646		1,709,557		—		—			28,372,366			30,105,569
ProFund VP Industrials		117,573		2,108,331		—		—			7,380,699			9,606,603
ProFund VP International		371,382		—		—		(1,917,655	)		(34,369	)		(1,580,642	)
ProFund VP Internet		257,577		—		—		—			4,563,077			4,820,654
ProFund VP Japan		1,012,848		1,018,380		—		—			(794	)		2,030,434
ProFund VP Large-Cap Growth		294,317		236,429		—		—			10,721,831			11,252,577
ProFund VP Large-Cap Value		1,512,254		404,250		—		—			2,524,827			4,441,331
ProFund VP Materials^†		62,256		11,137		—		—			7,111,000			7,184,393
ProFund VP Mid-Cap		316,090		—		—		(1,747,147	)		(85,723	)		(1,516,780	)
ProFund VP Mid-Cap Growth		21,136		575,482		—		—			3,050,618			3,647,236
ProFund VP Mid-Cap Value		410,021		92,955		—		—			1,012,772			1,515,748
ProFund VP Nasdaq-100		11,487,728		8,419,597		—		—			62,828,608			82,735,933
ProFund VP Pharmaceuticals		—		1,036,922		—		—			1,353,056			2,389,978
ProFund VP Precious Metals		809,641		—		—		(65,254,634	)		(427,991	)		(64,872,984	)
ProFund VP Real Estate		89,738		144,890		—		—			3,039,264			3,273,892
ProFund VP Rising Rates Opportunity		1,635,069		16,086		—		(27,316,320	)		(90,565	)		(25,755,730	)
ProFund VP Semiconductor		5,756,750		1,524		—		—			19,144,530			24,902,804
ProFund VP Short Dow 30		200		—		—		(119,763	)		(4	)		(119,567	)
ProFund VP Short Emerging Markets		29,923		—		—		(2,788,848	)		(1,279	)		(2,760,204	)
ProFund VP Short International		29,900		—		—		(2,659,203	)		1,618			(2,627,685	)
ProFund VP Short Mid-Cap		7,165		—		—		(2,609,427	)		652			(2,601,610	)
ProFund VP Short Nasdaq-100		205,004		—		—		(18,277,553	)		21,253			(18,051,296	)
ProFund VP Short Small-Cap		109,373		—		—		(6,403,485	)		42,131			(6,251,981	)
ProFund VP Small-Cap		106,123		—		—		(128,360	)		1,647,161			1,624,924
ProFund VP Small-Cap Growth		47,305		708,603		—		—			3,947,955			4,703,863
ProFund VP Small-Cap Value		159,421		—		—		—			406,885			566,306
ProFund VP Technology		224,890		4,080,560		—		—			32,344,795			36,650,245
ProFund VP UltraBull		123,404		—		—		(14,479,872	)		7,252,470			(7,103,998	)
ProFund VP UltraMid-Cap		70,221		—		—		(1,239,405	)		2,312,400			1,143,216
ProFund VP UltraNasdaq-100		662,573		—		—		(22,172,081	)		69,258,704			47,749,196
ProFund VP UltraShort Dow 30		108		—		—		(969,507	)		(4	)		(969,403	)

December 31, 2023 :: Notes to Financial Statements :: 333

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Distributions Payable		Accumulated Capital and Other Losses			Unrealized Appreciation/ (Depreciation)		Total Accumulated Earnings/ (Deficit)
ProFund VP UltraShort Nasdaq-100	$	71,933	$	—	$	—	$	(8,848,614	)	$	5,972	$	(8,770,709	)
ProFund VP UltraSmall-Cap		112,671		—		—		(7,269,435	)		2,075,577		(5,081,187	)
ProFund VP U.S. Government Plus		—		—		—		(8,823,403	)		410,145		(8,413,258	)
ProFund VP Utilities		470,058		—		—		(93,795	)		12,276,386		12,652,649

As of the latest tax year ended December 31, 2023, the following ProFunds VP have net capital loss carryforwards ("CLCFs") as summarized in the tables below.

Fund	No Expiration Date
ProFund Access VP High Yield	$	5,018,349	*
ProFund VP Asia 30		592,481
ProFund VP Banks		5,580,049	*
ProFund VP Bear		23,635,435	*
ProFund VP Communication Services^†		870,404	*
ProFund VP Dow 30		1,646,322	*
ProFund VP Emerging Markets		8,537,805	*
ProFund VP Falling U.S. Dollar		395,705	*
ProFund VP Government Money Market		39,366
ProFund VP International		1,917,655	*
ProFund VP Mid-Cap		1,747,147	*
ProFund VP Precious Metals		65,254,634	*
ProFund VP Rising Rates Opportunity		27,316,320	*
ProFund VP Short Dow 30		119,763	*
ProFund VP Short Emerging Markets		2,788,848	*
ProFund VP Short International		2,659,203	*
ProFund VP Short Mid-Cap		2,609,427	*
ProFund VP Short Nasdaq-100		18,277,553	*
ProFund VP Short Small-Cap		6,403,485	*
ProFund VP Small-Cap		128,360
ProFund VP UltraBull		14,479,872	*
ProFund VP UltraMid-Cap		1,239,405
ProFund VP UltraNasdaq-100		22,172,081	*
ProFund VP UltraShort Dow 30		969,507	*
ProFund VP UltraShort Nasdaq-100		8,848,614	*
ProFund VP UltraSmall-Cap		7,269,435
ProFund VP U.S. Government Plus		8,823,403	*
ProFund VP Utilities		93,795

* All or a portion are limited as a result of changes in the ProFund VP ownership during the year and in prior years.

Unused limitations accumulate and increase limited CLCFs available for use in offsetting net capital gains. The tax character of current year distribution paid and the tax basis of the current components of accumulated earnings (deficit) and any CLCFs will be determined at the end of the current tax year. The Board does not intend to authorize a distribution of any realized gain for a ProFund VP until any applicable CLCF has been offset or expires.

As of December 31, 2023, the cost, gross unrealized appreciation and gross unrealized depreciation on investment securities, for federal income tax purposes, were as follows:

	Tax Cost		Tax Unrealized Appreciation		Tax Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
ProFund Access VP High Yield	$	15,894,904	$	127,414	$	—		$	127,414
ProFund VP Asia 30		16,965,218		5,183,459		(5,288,276	)		(104,817	)
ProFund VP Banks		4,832,203		1,742,190		(875,499	)		866,691
ProFund VP Bear		3,094,521		6,851		—			6,851
ProFund VP Biotechnology		38,601,424		13,337,969		(4,493,268	)		8,844,701
ProFund VP Bull		28,319,959		29,375,703		(3,257,682	)		26,118,021
ProFund VP Communication Services^†		6,761,415		1,964,599		(235,387	)		1,729,212
ProFund VP Consumer Discretionary^†		15,770,852		8,728,723		(758,307	)		7,970,416
ProFund VP Consumer Staples^†		6,534,223		4,775,830		(608,750	)		4,167,080
ProFund VP Dow 30		327,000		180		—			180
ProFund VP Emerging Markets		15,273,795		9,050,696		(2,946,002	)		6,104,694
ProFund VP Energy^†		21,302,148		28,210,550		(5,062,778	)		23,147,772
ProFund VP Europe 30		17,463,275		5,206,622		(4,097,221	)		1,109,401
ProFund VP Falling U.S. Dollar		1,152,386		—		—			—

334 :: Notes to Financial Statements :: December 31, 2023

	Tax Cost		Tax Unrealized Appreciation		Tax Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
ProFund VP Financials	$	13,386,664	$	19,014,907	$	(5,492,536	)	$	13,522,371
ProFund VP Government Money Market		30,815,526		—		—			—
ProFund VP Health Care		8,716,063		29,829,552		(1,457,186	)		28,372,366
ProFund VP Industrials		8,532,221		8,130,787		(750,088	)		7,380,699
ProFund VP International		10,711,000		—		(34,369	)		(34,369	)
ProFund VP Internet		7,965,979		6,782,139		(2,219,062	)		4,563,077
ProFund VP Japan		10,302,491		—		(794	)		(794	)
ProFund VP Large-Cap Growth		15,406,687		11,301,685		(579,854	)		10,721,831
ProFund VP Large-Cap Value		17,796,680		4,816,118		(2,291,291	)		2,524,827
ProFund VP Materials^†		7,551,534		8,590,123		(1,479,123	)		7,111,000
ProFund VP Mid-Cap		10,458,150		—		(85,723	)		(85,723	)
ProFund VP Mid-Cap Growth		12,048,281		3,645,289		(594,671	)		3,050,618
ProFund VP Mid-Cap Value		11,320,050		2,564,798		(1,552,026	)		1,012,772
ProFund VP Nasdaq-100		83,493,208		64,697,640		(1,869,032	)		62,828,608
ProFund VP Pharmaceuticals		9,227,255		3,311,143		(1,958,087	)		1,353,056
ProFund VP Precious Metals		22,668,000		—		(427,991	)		(427,991	)
ProFund VP Real Estate		3,456,286		3,411,579		(372,315	)		3,039,264
ProFund VP Rising Rates Opportunity		8,319,000		—		(90,565	)		(90,565	)
ProFund VP Semiconductor		22,297,452		21,229,847		(2,085,317	)		19,144,530
ProFund VP Short Dow 30		6,000		—		(4	)		(4	)
ProFund VP Short Emerging Markets		515,000		—		(1,279	)		(1,279	)
ProFund VP Short International		518,000		1,618		—			1,618
ProFund VP Short Mid-Cap		68,000		652		—			652
ProFund VP Short Nasdaq-100		4,791,531		21,253		—			21,253
ProFund VP Short Small-Cap		2,249,181		42,131		—			42,131
ProFund VP Small-Cap		13,708,052		2,990,082		(1,342,921	)		1,647,161
ProFund VP Small-Cap Growth		12,277,283		4,720,176		(772,221	)		3,947,955
ProFund VP Small-Cap Value		19,557,435		2,981,871		(2,574,986	)		406,885
ProFund VP Technology		24,809,935		33,517,099		(1,172,304	)		32,344,795
ProFund VP UltraBull		11,453,511		7,816,946		(564,476	)		7,252,470
ProFund VP UltraMid-Cap		8,570,305		2,897,170		(584,770	)		2,312,400
ProFund VP UltraNasdaq-100		118,827,742		73,100,622		(3,841,918	)		69,258,704
ProFund VP UltraShort Dow 30		2,000		—		(4	)		(4	)
ProFund VP UltraShort Nasdaq-100		595,000		5,972		—			5,972
ProFund VP UltraSmall-Cap		15,017,808		3,789,328		(1,713,751	)		2,075,577
ProFund VP U.S. Government Plus		10,063,884		410,145		—			410,145
ProFund VP Utilities		13,671,795		14,492,466		(2,216,080	)		12,276,386

8. Stock Splits and Reverse Share Splits

Effective March 13, 2023, the ProFund VP UltraShort Nasdaq-100 underwent a 1-for-5 reverse share split.

Effective December 14, 2020, the ProFund VP UltraNasdaq-100 underwent a 2-for-1 share split, the ProFund VP Short Small-Cap, the ProFund VP UltraBull, and the ProFund VP UltraShort Nasdaq-100 each underwent a 1-for-4 reverse share split and the ProFund VP UltraShort Dow 30 underwent a 1-for-5 reverse share split.

Effective November 18, 2019, the ProFund VP Internet underwent a 3-for-1 share split, the ProFund VP Short Dow 30, the ProFund VP Short International, and the ProFund VP Short Nasdaq-100 each underwent a 1-for-4 reverse share split, and the ProFund VP UltraShort Dow 30 underwent a 1-for-8 reverse share split.

The effect of the share split transactions was to multiply the number of outstanding shares of the ProFund VP by the respective split factor, with a corresponding decrease in net asset value per share; and the effect of the reverse share split transactions was to divide the number of outstanding shares of the ProFunds VP by the respective reverse split factor, with a corresponding increase in the net asset value per share. These transactions did not change the net assets of these ProFunds VP or the value of a shareholder's investment.

The historical share transactions presented in the Statements of Changes in Net Assets and per share data presented in the Financial Highlights have been adjusted retroactively to give effect to the share splits and reverse share splits.

9. Shareholder Concentration

Ownership of more than 25% of the voting securities for a fund creates presumptions of control of the fund, under Section 2(a)(9) of the 1940 Act. As of December 31, 2023, the Advisor was deemed a significant shareholder of each of ProFund VP Dow 30, ProFund VP Short Dow 30 , and ProFund VP UltraShort Dow 30 as the Advisor's ownership of total shares outstanding of each ProFund VP was 41%, 66%, and 93% respectively.

10. Subsequent Events

The ProFunds VP have evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the ProFunds VP's financial statements.

Report of Independent Registered Public Accounting Firm :: 335

To the Board of Trustees of ProFunds and Shareholders of each of the fifty-one funds listed in the table below

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of each of the funds listed in the table below (fifty-one of the funds constituting ProFunds, hereafter collectively referred to as the "Funds") as of December 31, 2023, the related statements of operations for the year ended December 31, 2023, the statements of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds listed in the table below as of December 31, 2023, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended December 31, 2023, and each of the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

ProFund Access VP High Yield

ProFund VP Asia 30

ProFund VP Banks

ProFund VP Bear

ProFund VP Biotechnology

ProFund VP Bull

ProFund VP Communication Services

ProFund VP Consumer Discretionary

ProFund VP Consumer Staples

ProFund VP Dow 30

ProFund VP Emerging Markets

ProFund VP Energy

ProFund VP Europe 30

ProFund VP Falling U.S. Dollar

ProFund VP Financials

ProFund VP Government Money Market

ProFund VP Health Care

ProFund VP Industrials

ProFund VP International

ProFund VP Internet

ProFund VP Japan

ProFund VP Large-Cap Growth

ProFund VP Large-Cap Value

ProFund VP Materials

ProFund VP Mid-Cap

ProFund VP Mid-Cap Growth

ProFund VP Mid-Cap Value

ProFund VP Nasdaq-100

ProFund VP Pharmaceuticals

ProFund VP Precious Metals

ProFund VP Real Estate

ProFund VP Rising Rates Opportunity

ProFund VP Semiconductor

ProFund VP Short Dow 30

ProFund VP Short Emerging Markets

ProFund VP Short International

ProFund VP Short Mid-Cap

ProFund VP Short Nasdaq-100

ProFund VP Short Small-Cap

ProFund VP Small-Cap

ProFund VP Small-Cap Growth

ProFund VP Small-Cap Value

ProFund VP Technology

ProFund VP UltraBull

ProFund VP UltraMid-Cap

ProFund VP UltraNasdaq-100

ProFund VP UltraShort Dow 30

ProFund VP UltraShort Nasdaq-100

ProFund VP UltraSmall-Cap

ProFund VP U.S. Government Plus

ProFund VP Utilities

Basis for Opinions

These financial statements are the responsibility of the Funds' management. Our responsibility is to express an opinion on the Funds' financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/PricewaterhouseCoopers LLP
Columbus, Ohio
February 26, 2024

We have served as the auditor of one or more investment companies in ProFunds and ProShares Trust group since 1997.

336 :: Additional Tax Information

Other Federal Income Tax Information:

For corporate shareholders, the following percentage of the total ordinary income dividends paid during the fiscal year ended December 31, 2023, qualify for the corporate dividends received deduction for the following ProFunds VP:

	Percentage
ProFund VP Banks		100.00	%
ProFund VP Communication Services^†		100.00	%
ProFund VP Consumer Staples^†		78.14	%
ProFund VP Energy^†		100.00	%
ProFund VP Europe 30		86.80	%
ProFund VP Financials		100.00	%
ProFund VP Large-Cap Value		100.00	%
ProFund VP Materials^†		100.00	%
ProFund VP Mid-Cap Value		100.00	%
ProFund VP Pharmaceuticals		100.00	%
ProFund VP Small-Cap Value		100.00	%
ProFund VP Utilities		100.00	%

For the fiscal year ended December 31, 2023, the amount of long-term capital gain designated by the ProFunds VP were as follows:

	Amount
ProFund VP Asia 30	$	669,693
ProFund VP Biotechnology		6,518,064
ProFund VP Bull		8,734,170
ProFund VP Consumer Discretionary^†		1,013,997
ProFund VP Consumer Staples^†		1,462,883
ProFund VP Financials		1,067,782
ProFund VP Health Care		4,450,779
ProFund VP Industrials		1,349,793
ProFund VP Internet		1,717,154
ProFund VP Large-Cap Growth		3,728,772
ProFund VP Large-Cap Value		1,233,407
ProFund VP Mid-Cap Growth		81,372
ProFund VP Mid-Cap Value		695,642
ProFund VP Nasdaq-100		620,919
ProFund VP Pharmaceuticals		228,205
ProFund VP Real Estate		1,191,790
ProFund VP Semiconductor		397,743
ProFund VP Short Nasdaq-100		5,864
ProFund VP Short Small-Cap		11,997
ProFund VP Small-Cap Growth		435,031
ProFund VP Small-Cap Value		789,010
ProFund VP Technology		5,510,738

For the fiscal year ended December 31, 2023, the amount of short-term capital gain designated by the ProFunds VP were as follows:

	Amount
ProFund VP Consumer Staples^†	$	319,943
ProFund VP Short Emerging Markets		2,454
ProFund VP Short Nasdaq-100		3,135
ProFund VP Short Small-Cap		124,481

December 31, 2023 :: Board Approval of Investment Advisory Agreement :: 337

At a meeting held on September 12-13, 2023, the Board of Trustees (the "Board") of ProFunds (the "Trust") considered the renewal of the Investment Advisory Agreement between ProFund Advisors LLC (the "Advisor") and the Trust, on behalf of each of its operational series (each a "Fund" and collectively the "Funds") (the "Advisory Agreement"). Certain Funds are designed to match, before fees and expenses, the performance of an underlying index both on a single day and over time (each a "Matching Fund" and, collectively, the "Matching Funds"). Certain other Funds are actively managed and are designed to meet a specified investment objective (each an "Active Fund" and, collectively, the "Active Funds"). Certain other Funds are "geared" funds that are designed to seek daily investment results, before fees and expenses, that correspond to the inverse (-1x), a multiple (i.e., 1.25x, 1.50x or 2x), or an inverse multiple (i.e., -1.25x or -2x) of the daily performance of an index or security (each a "Geared Fund" and, collectively, the "Geared Funds").

The Board received a memorandum from independent legal counsel to the Independent Trustees regarding the Board's responsibilities under state and federal law with respect to the Board's consideration of the renewal or approval of investment advisory agreements. The Independent Trustees were advised by their independent legal counsel throughout the process, including about the legal standards applicable to their review.

In response to a request from the Independent Trustees, the Advisor provided information for the Board to consider relating to the continuation of the Advisory Agreement, including information that addressed, among other things:

(i)

the nature, extent and quality of the services that were provided or proposed to be provided by the Advisor;

(ii)

the costs of the services to be provided and the profits realized by the Advisor;

(iii)

the investment performance of the Funds and the Advisor;

(iv)

the extent to which economies of scale might be realized as the Funds grow and whether fee levels reflect economies of scale, if any, for the benefit of Fund shareholders; and

(v)

other benefits to the Advisor and/or its affiliates from the relationship to the Funds.

It was noted that the Independent Trustees requested, and received, information from the Advisor concerning the Funds. In response to the request from the Independent Trustees, the Advisor provided information and reports relevant to the continuation of the Advisory Agreement, including, among other things:

●

information about the advisory services that were being provided by the Advisor with respect to the Funds;

●

the Advisor's Form ADV;

●

biographies of the employees of the Advisor who are primarily responsible for providing investment advisory services to the Funds;

●

information regarding each component of the contractual fee rates and actual fee rates for the prior fiscal year;

●

information regarding advisory fees earned versus advisory fees waived for previous periods;

●

performance information for prior periods;

●

comparative industry fee data;

●

information about fees and other amounts that were received by the Advisor and its affiliates for non-advisory services with respect to the Funds;

●

information regarding the Advisor's trade allocation and best execution policies and procedures;

●

information about the financial condition of the Advisor;

●

information regarding how the Advisor monitors each Fund's compliance with regulatory requirements and Trust procedures; and

●

the Advisor's reputation, expertise and resources.

The Trustees retained the services of an independent consultant to assist in selecting a universe of peer group funds for each Fund (the "Peer Group") with similar investment strategies, as well as to help them in evaluating information with respect to certain aspects of their review, including the reasonableness of fees paid by the Funds. The Board evaluated all information available to it on a Fund- by-Fund basis, and its determinations were made separately with respect to each Fund.

In addition to the information provided and discussions that occurred at the meeting at which the Board took action regarding the renewal of the Advisory Agreement, the Board also considered information they received throughout the year as part of its regular oversight of the Funds.

Nature, Extent and Quality of the Advisor's Services

The Board reviewed the nature, extent and quality of the investment advisory services performed by the Advisor. The Board noted there were expected to be no significant differences between the scope of services provided by the Advisor in the past year and those to be provided in the upcoming year. The Board focused on the quality of the personnel and operations at the Advisor and the systems and processes required to manage the Funds effectively. In particular, the Board considered the following:

●

the investment objective of each Fund, the Advisor's description of the skills needed to manage each Fund and the Advisor's success in achieving the investment objectives of each Fund;

●

the key features of the Funds, including the unique asset classes and investment strategies of certain Funds, as well as the employment of optimization/sampling techniques necessary to manage certain Funds;

●

with respect to the Geared Funds, the fact that to maintain exposure consistent with each Geared Fund's daily investment objective, each Geared Fund needs to be rebalanced each day, an activity not typical of traditional index funds;

●

the size and experience of the Advisor's portfolio staff and the Advisor's ability to recruit, train and retain personnel with relevant experience and the specific expertise necessary to manage the Funds;

●

the structure of the portfolio Advisor's staff compensation program and the incentives it is intended to provide;

●

the collateral, credit and cash management functions at the Advisor and enhancements made in these areas in recent years;

338 :: Board Approval of Investment Advisory Agreement :: December 31, 2023

●

the Advisor's development of investment strategies, including those involving the use of complex financial instruments and processes that maximize the Funds' ability to meet their stated investment objectives and minimize counterparty risk;

●

the Advisor's ability to monitor compliance with the Securities and Exchange Commission's liquidity rule, derivatives rule and valuation requirements, among other applicable regulatory requirements;

●

a continued investment in personnel and technology by the Advisor that would generally improve capacity and efficiency as well as improvements related to remote and hybrid working conditions;

●

for certain Bitcoin-linked Funds, the Advisor's familiarity with digital assets and Bitcoin in particular, as well as processes related to assessing risk and liquidity with respect to investments in Bitcoin futures, the Advisor's familiarity with the market for Bitcoin futures and its ability to manage the Funds and obtain appropriate exposure in that market, and the potential benefits of a futures-based approach; and

●

information regarding allocation of Fund brokerage and the selection of counterparties for Fund portfolio transactions, as well as the Advisor's ability to negotiate generally favorable terms with swap counterparties on behalf of various Funds.

The Board considered that the Advisor oversees the operations of the Funds and provides compliance services to the Funds. The Board also reviewed the Advisor's compliance program, including specific activities associated with the Funds. The Board discussed the compliance program with the Funds' Chief Compliance Officer (the "CCO"). The Board and the CCO discussed the CCO's evaluation of the operation of the Advisor's compliance program, and efforts with respect to the Funds, changes made to the Advisor's compliance program since the CCO's last annual report to the Board, and whether the CCO believed additional enhancements to the compliance program were warranted. The Board discussed compliance issues reported to the Board during the prior year and the remediation of such issues. The Board discussed key risk areas identified by the CCO and how such risks are addressed by the compliance program.

Based upon its review, the Board, including all of the Independent Trustees, concluded with respect to each Fund that (i) the investment advisory services provided by the Advisor with respect to the Fund were of high quality, (ii) the Advisor achieved the investment goals of the Fund, (iii) the Advisor's services benefited the Fund's shareholders, particularly in light of the nature of the Fund and the services required to support each such Fund, and (iv) they were generally satisfied with the nature, quality and extent of services provided to the Fund by the Advisor.

Comparison of Services and Fees

The Advisor presented information about the fairness and reasonableness of the investment advisory fees payable to the Advisor in light of the investment advisory services provided, the costs of these services and the comparability to the fees paid by other investment companies, including mutual funds or other investment vehicles offering strategies similar in nature and extent to the Funds. The Board discussed the methodology used to prepare the comparative fee data for each Fund and the potential limitations of such data. The Board discussed the difficulty in compiling the comparative data and Peer Group information because, by design, many of the Funds are unique and few, if any, funds offering substantially similar investment objectives and strategies exist. The Board considered the Advisor's representation that it found the Peer Group compiled by the independent consultant to be appropriate but acknowledged the existence of certain differences between certain Funds and their peers. The Board noted that the methodology used to compile the Peer Group and comparative data was identical to that used in prior years and is continually re-evaluated. Notwithstanding the challenge associated with Peer Group and data compilation, the Board found the comparative information it received to be useful in its evaluation of the reasonableness of the Advisor's fees. The Advisor presented information about the significant drivers of cost and also examined the costs to investors to achieve the objectives of the Funds on their own and noted that it would be more expensive or impractical to do so.

The Board also considered the fee waiver and/or expense reimbursement arrangements currently in place for each Fund and considered the net advisory fees paid by the Funds after taking waivers and reimbursements into account.

The Board considered and discussed the sub-advisory fees charged and the services provided by the Advisor to the one mutual fund it serves as sub-adviser. The Board recognized that the scope of services provided by the Advisor to the mutual fund is narrower than the services provided to the Funds for several reasons, including that the Advisor performs only services delegated to it by the investment adviser to the mutual fund and does not provide other services like daily cash management, securities lending, marketing, client services, collateral management and counterparty management. The Board noted that for these reasons it is difficult to make comparisons of fees charged to the sub-advised mutual fund and the Funds.

The Board also recognized that it is difficult to make comparisons of fees across fund complexes because there may be variations in services that are included in the fees paid by other mutual funds.

The Board, including all of the Independent Trustees, concluded that, with respect to the Funds, the investment advisory fees and any other compensation payable to the Advisor were reasonable in relation to the nature and quality of the services provided and that the continuation of the Advisory Agreement was in the best interests of the shareholders of the Funds.

Investment Performance of the Funds and the Advisor

The Board considered total return information for each Fund and focused on the correlation of returns to benchmark information for each Geared Fund for the 3-month, 1-year, 5-year, 10-year and since inception periods ended June 30, 2023, as applicable. The Board also considered performance information provided at regular Board meetings throughout the year. The Board noted that correlation of returns for each Geared Fund remained strong during the applicable periods and that Geared Fund performance versus target performance was generally within expected ranges. The Board further noted that Matching Fund performance versus benchmark index performance was also generally within expected ranges during the applicable periods. The Board noted that, given the nature of the Funds that are Matching Funds or Geared Funds, the correlation of such Fund's performance with the performance

December 31, 2023 :: Board Approval of Investment Advisory Agreement :: 339

of its underlying benchmark (or a relevant inverse or multiple thereof) was a more meaningful factor than the Fund's total return.

With regard to the Active Funds, the Board considered that the Access Flex High Yield ProFund outperformed its Peer Group and index for the one-year and five-year periods ended June 30, 2023, and underperformed its Peer Group and index for the three-year and ten-year periods ended June 30, 2023. In regard to the Access Flex Bear High Yield ProFund, the Board considered that for each of the one-year, three-year, five-year and ten-year periods ended June 30, 2023, the Fund underperformed its Peer Group and benchmark index.

With regard to the Access VP High Yield Fund, the Board noted that for three-year and five-year periods ended June 30, 2023, the Fund outperformed its Peer Group and underperformed its Peer Group for the one-year and ten-year periods ended June 30, 2023. The Fund underperformed its benchmark index for the one-year, three-year, five-year and ten-year periods.

With regard to the Bitcoin Strategy ProFund, the Board noted that for the one-year period ended June 30, 2023, the Fund closely tracked its benchmark index and outperformed its Peer Group average and universe average.

After reviewing the performance of the Funds, the Board, including the Independent Trustees, concluded, in light of the foregoing factors, that the performance of the Funds was satisfactory.

With regard to the VP Government Money Market Fund, the Board considered that the Advisor has contractually undertaken to waive fees and/or reimburse expenses to maintain a minimum yield floor limit at 0.02% and has also contractually agreed to waive total operating expenses to 0.90% where previously it had been contractually capped at 1.35%. The Advisor had voluntarily reduced the prior contractual cap to 0.90%. The Board noted that under the minimum yield agreement there have been no payments or deferred fee or reimbursed expenses from the Fund since March 4, 2020. The Advisor also confirmed it will not recoup any amounts of fees previously waived or expenses previously reimbursed without first notifying the Independent Trustees.

Profitability

The Board considered and discussed with representatives of the Advisor the significant drivers of cost incurred by or expected to be incurred by the Advisor in managing the Funds, including, but not limited to, intellectual capital, regulatory compliance, daily portfolio rebalancing of the Geared Funds, and entrepreneurial risk, and considered the costs that investors likely would incur if they independently sought to achieve the objectives of the Funds. The Board considered and discussed with representatives of the Advisor the profitability to the Advisor of its management of each of the Funds. The Board also discussed the Advisor's profit margin, including the expense allocation methodology used in the Advisor's profitability analysis. It was noted that the methodology for determining profitability was conducted in a similar fashion as the prior year.

The Independent Trustees met in executive session to discuss and evaluate the information provided by the Advisor and the independent consultant. Among other things, the Independent Trustees reviewed information regarding the financial condition and profitability of the Advisor, including the methodologies involved in calculating profitability.

Based on its review, the Board, including all of the Independent Trustees, concluded that the profitability to the Advisor of the Advisory Agreement was reasonable in light of the services and benefits provided to each Fund.

Economies of Scale

The Board discussed with representatives of the Advisor potential economies of scale in connection with the management and operation of each Fund as well as the effect of the contractual expense limitations undertaken by the Advisor. The Board considered that each Fund covered by the Advisory Agreement pays the Advisor an annual investment advisory fee of 0.75% of average daily net assets (other than the Ultra Japan ProFund and the UltraShort Japan ProFund, each of which pay 0.90%, the Nasdaq-100 ProFund which pays 0.70%, the ProFund V.P. U.S. Government Plus, which pays 0.50% and the Bitcoin Strategy ProFund and Short Bitcoin Strategy ProFund which each pay 0.45%).

The Board considered that, subject to the condition that the aggregate daily net assets of the Trust be equal to or greater than $10 billion, the Advisor has agreed to reduce each Fund's annual investment advisory fee by 0.025% on non-money market mutual fund net assets in excess of $500 million up to $1 billion, 0.05% on assets in excess of $1 billion up to $2 billion and 0.075% on assets in excess of $2 billion. The Board considered that for the periods presented, none of the Funds were subject to advisory fee reductions as a result of breakpoint fee reductions.

The Board indicated to the Advisor that it will continue to consider and evaluate on an ongoing basis potential economies of scale and how Fund shareholders might benefit from those economies of scale.

Other Benefits

The Board also considered the Advisor's non-advisory services, including those performed under a separate Management Services Agreement. The Board considered the fact that the Geared Funds' shareholders, and the shareholders of certain Matching Funds, tend to be active traders, which adds a level of complexity to the management of those Funds as the Advisor needs to account for significant asset flows in and out of the Funds. The Board also considered any indirect, or "fall-out," benefits that the Advisor or its affiliates derived from their relationship to the Funds but concluded that such benefits were relatively insignificant.

The Board considered that ProFund Distributors, Inc., a wholly-owned subsidiary of the Advisor, earns fees from the Funds for providing services under a Distribution and Shareholder Services Plan.

Conclusions

Based on, but not limited to, the above considerations and determinations, the Board, including all of the Independent Trustees, determined that the Agreement for the Funds is fair and reasonable in light of the nature, extent and quality of the services to be performed, the fee rates to be paid, the Advisor's expenses and such other matters as the Board considered relevant in the exercise of its business judgement. Accordingly, the Board concluded that the continuation of the Advisory Agreement was in the best interests of the shareholders of the Funds. On this basis, the Board unanimously voted in favor of the renewal of the Advisory Agreement.

340 :: Trustees and Executive Officers (unaudited)

Name, Address, and Birth Date	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Operational Portfolios in Fund Complex Overseen by Trustee*	Other Directorships Held by Trustee During Past 5 Years
Independent Trustees

William D. Fertig c/o ProFunds Trust 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 9/56	Trustee	Indefinite; June 2011 to present	Context Capital Management (Alternative Asset Management): Chief Investment Officer (September 2002 to present).	ProFunds (116); ProShares (126)	Context Capital

Russell S. Reynolds, III c/o ProFunds Trust 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 7/57	Trustee	Indefinite; October 1997 to present	RSR Partners, Inc. (Retained Executive Recruitment and Corporate Governance Consulting): Managing Director (February 1993 to present).	ProFunds (116); ProShares (126)	RSR Partners, Inc.

Michael C. Wachs c/o ProFunds Trust 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 10/61	Trustee	Indefinite; October 1997 to present	Linden Lane Capital Partners LLC (Real Estate Investment and Development): Managing Principal (2010 to present).	ProFunds (116); ProShares (126)	NAIOP (the Commercial Real Estate Development Association)

Interested Trustee

Michael L. Sapir** 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 5/58	Trustee and Chairman of the Board	Indefinite; April 1997 to present	Chairman and Chief Executive Officer of the Advisor (April 1997 to present); ProShare Advisors (November 2005 to present); and ProShare Capital Management LLC (June 2008 to present).	ProFunds (116); ProShares (126)

**	Mr. Sapir is an "interested person," as defined by the 1940 Act, because of his ownership interest in Profund Advisors.

Name, Address, and Birth Date	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During the Past 5 Years
Executive Officers

Todd B. Johnson 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 1/64	President	Indefinite; January 2014 to present	Chief Investment Officer of the Advisor and ProShare Advisors LLC (December 2008 to present); and ProShare Capital Management LLC (February 2009 to present).

Victor M. Frye, Esq. 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 10/58	Chief Compliance Officer and Anti-Money Laundering Officer	Indefinite; September 2004 to present	Counsel and Chief Compliance Officer of the Advisor (October 2002 to present) and ProShare Advisors LLC (December 2004 to present); Secretary of ProFunds Distributors, Inc. (April 2008 to present); Chief Compliance Officer of ProFunds Distributors, Inc. (July 2015 to present).

Richard F. Morris 7272 Wisconsin Avenue, 21^st Floor Bethesda, MD 20814 Birth Date: 8/67	Chief Legal Officer and Secretary	Indefinite; December 2015 to present	General Counsel of the Advisor, ProShare Advisors, and ProShare Capital Management LLC (December 2015 to present); Chief Legal Officer of ProFunds Distributors, Inc. (December 2015 to present); Partner at Morgan Lewis & Bockius, LLP (October 2012 to November 2015).

Denise Lewis 4400 Easton Commons, Suite 200 Columbus, OH 43219 Birth Date: 10/63	Treasurer	Indefinite; June 2022 to present	Senior Vice President, Fund Administration, Citi Fund Services Ohio, Inc. (August 2020 to present); Senior Director, Bank of New York Mellon (September 2015 – October 2019).

P.O. Box 182800

Columbus, OH 43218-2800

This report is submitted for the general information of the shareholders of the ProFunds VP. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. To receive the most recent month end performance information for each Fund, please call toll-free 888-776-5717.

A description of the policies and procedures that the ProFunds VP uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling toll-free 888-776-3637; and on the Securities and Exchange Commission's website at sec.gov. Information regarding how the ProFund VP voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available. (i) without change by calling toll-free 888-776-3637; (ii) on the ProFunds' VP website at ProFunds.com; and (iii) on the Commission's website at sec.gov.

ProFunds VP files complete Schedules of Portfolio Holdings with the Commission for the first and third quarters of each fiscal year on Form N-PORT. Schedules of Portfolio Holdings for the Funds in this report are available without charge on the Commission's website at sec.gov, or may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

12/23

Investment Company Act file number	811-08239

ProFunds
(Exact name of registrant as specified in charter)

	7272 Wisconsin Avenue, 21^st Floor Bethesda, MD	20814
	(Address of principal executive offices)	(Zip code)

	Principal Amount		Value
U.S. Treasury Bonds, 4.75%, 11/15/53	$	3,240,000	$	3,650,822
TOTAL U.S. TREASURY OBLIGATION (Cost $3,276,884)				3,650,822

	ProFund Access VP High Yield			ProFund VP Asia 30			ProFund VP Banks			ProFund VP Bear
ASSETS:
Total Investment Securities, at cost	$	15,291,597		$	11,882,230		$	3,959,873		$	3,114,000
Securities, at value^(a)		7,836,768			16,824,401			5,592,876			—
Repurchase agreements, at value		7,577,000			36,000			108,000			3,114,000
Total Investment Securities, at value		15,413,768			16,860,401			5,700,876			3,114,000
Cash		—			—			245			147
Segregated cash balances for futures contracts with brokers		33,880			—			—			25,960
Segregated cash balances for credit default swap agreements with brokers		1,049,717			—			—			—
Segregated cash balances for swap agreements with custodian		—			—			60,000			886
Dividends and interest receivable		32,531			22,198			14,302			1,343
Receivable for investments sold		—			2,658,811			—			—
Receivable for capital shares issued		67			57			—			8,911
Unrealized appreciation on swap agreements		—			—			—			6,851
Variation margin on futures contracts		1,891			—			—			1,225
Prepaid expenses		24			43			11			423
Receivable for tax reclaims		—			703			—			—
TOTAL ASSETS		16,531,878			19,542,213			5,775,434			3,159,746
LIABILITIES:
Cash overdraft		1,865			2,221			—			—
Payable for investments purchased		—			2,668,837			—			—
Payable for collateral for securities loaned		—			1,553,457			21,291			—
Payable for capital shares redeemed		959			31,321			124,230			396,617
Unrealized depreciation on swap agreements		—			—			1,982			—
Variation margin on futures contracts		—			—			—			—
Variation margin on credit default swap agreements		8,856			—			—			—
Advisory fees payable		9,509			8,298			3,198			2,144
Management services fees payable		1,268			1,106			426			286
Administration fees payable		1,160			1,116			400			243
Administrative services fees payable		6,935			5,243			1,870			1,466
Distribution fees payable		7,295			7,981			1,823			1,683
Transfer agency fees payable		2,001			2,036			643			452
Fund accounting fees payable		643			623			249			134
Compliance services fees payable		78			56			17			12
Other accrued expenses		10,774			14,879			3,974			3,039
TOTAL LIABILITIES		51,343			4,297,174			160,103			406,076
Commitments and contingencies (Note 4)
NET ASSETS	$	16,480,535		$	15,245,039		$	5,615,331		$	2,753,670
NET ASSETS CONSIST OF:
Capital	$	20,758,507		$	15,824,785		$	10,242,465		$	26,250,509
Total distributable earnings (loss)		(4,277,972	)		(579,746	)		(4,627,134	)		(23,496,839	)
NET ASSETS	$	16,480,535		$	15,245,039		$	5,615,331		$	2,753,670
SHARES OF BENEFICIAL INTEREST OUTSTANDING (unlimited number of shares authorized, no par value):		665,547			429,737			205,227			191,285
NET ASSET VALUE (offering and redemption price per share):	$	24.76		$	35.48		$	27.36		$	14.40
^(a) Includes securities on loan valued at:	$	—		$	1,350,881		$	20,434		$	—

ProFund VP Biotechnology		ProFund VP Bull		ProFund VP Communication Services^†		ProFund VP Consumer Discretionary^†		ProFund VP Consumer Staples^†		ProFund VP Dow 30

$	36,720,343	$	24,987,334	$	6,558,671	$	15,152,258	$	6,010,503	$	327,000
	46,032,440		41,764,034		8,232,448		23,535,346		10,478,834		—
	1,418,000		12,583,000		259,000		208,000		221,000		327,000
	47,450,440		54,347,034		8,491,448		23,743,346		10,699,834		327,000
	8,708		867		464		494		791		236
	—		155,760		—		—		—		—
	—		—		—		—		—		—
	3,000		530		—		110,000		—		—
	7,469		44,333		3,176		5,806		59,642		141
	—		—		—		1,064,727		—		—
	—		2,493		5,438		3,379		17,396		—
	—		—		—		—		1,469		180
	—		—		—		—		—		—
	112		4,879		11		40		34		1
	—		—		—		—		—		—
	47,469,729		54,555,896		8,500,537		24,927,792		10,779,166		327,558

	—		—		—		—		—		—
	8,187		831		—		1,057,149		—		—
	2,225,769		4,650		—		—		—		—
	578,728		1,889		11,325		22,218		723		11
	4,315		25,850		821		2,078		—		—
	—		7,350		—		—		—		—
	—		—		—		—		—		—
	27,076		26,755		4,301		12,699		5,768		205
	3,610		3,567		573		1,693		769		27
	3,095		4,035		603		1,723		778		22
	14,891		25,902		3,548		11,076		4,289		115
	22,332		28,882		3,633		10,966		4,375		127
	5,287		7,394		1,064		3,026		1,406		42
	1,744		2,370		339		965		439		13
	154		195		28		83		39		1
	40,447		38,948		6,198		18,488		11,797		259
	2,935,635		178,618		32,433		1,142,164		30,383		822

$	44,534,094	$	54,377,278	$	8,468,104	$	23,785,628	$	10,748,783	$	326,736

$	18,983,001	$	24,912,043	$	7,609,296	$	13,317,490	$	3,070,890	$	1,962,694
	25,551,093		29,465,235		858,808		10,468,138		7,677,893		(1,635,958	)
$	44,534,094	$	54,377,278	$	8,468,104	$	23,785,628	$	10,748,783	$	326,736
	667,151		1,076,229		222,017		360,428		243,608		15,861
$	66.75	$	50.53	$	38.14	$	65.99	$	44.12	$	20.60
$	1,703,297	$	4,437	$	—	$	—	$	—	$	—

	ProFund VP Emerging Markets			ProFund VP Energy^†		ProFund VP Europe 30		ProFund VP Falling U.S. Dollar
ASSETS:
Total Investment Securities, at cost	$	12,338,029		$	16,272,815	$	13,461,650	$	1,128,000
Securities, at value^(a)		19,797,092			43,508,365		18,388,676		—
Repurchase agreements, at value		1,577,000			975,000		184,000		1,128,000
Total Investment Securities, at value		21,374,092			44,483,365		18,572,676		1,128,000
Cash		106			74		917		800
Segregated cash balances for swap agreements with custodian		910			120,000		—		—
Segregated cash balances for forward currency contracts with custodian		—			—		—		345
Dividends and interest receivable		105,974			13,341		54,033		487
Receivable for investments sold		—			—		3,115,061		—
Receivable for capital shares issued		286,834			2,570		2,738		—
Due from Advisor under an expense limitation agreement		—			—		—		1,162
Unrealized appreciation on forward currency contracts		—			—		—		27,342
Unrealized appreciation on swap agreements		4,397			—		—		—
Prepaid expenses		1,057			144		41		2
Receivable for tax reclaims		1,027			—		26,924		—
TOTAL ASSETS		21,774,397			44,619,494		21,772,390		1,158,138
LIABILITIES:
Payable for investments purchased		—			—		3,087,545		—
Payable for collateral for securities loaned		915,426			—		3,111,397		—
Payable for capital shares redeemed		10,759			19,584		227,097		743
Unrealized depreciation on forward currency contracts		—			—		—		2,956
Unrealized depreciation on swap agreements		—			33,445		—		—
Advisory fees payable		11,057			24,997		11,353		—
Management services fees payable		1,474			3,333		1,514		—
Administration fees payable		1,486			3,280		1,170		72
Administrative services fees payable		11,052			24,023		5,601		399
Distribution fees payable		11,593			24,022		7,596		445
Transfer agency fees payable		2,534			6,149		2,067		110
Fund accounting fees payable		834			1,803		654		40
Compliance services fees payable		71			176		55		3
Other accrued expenses		14,984			47,384		12,309		2,853
TOTAL LIABILITIES		981,270			188,196		6,468,358		7,621
Commitments and contingencies (Note 4)
NET ASSETS	$	20,793,127		$	44,431,298	$	15,304,032	$	1,150,517
NET ASSETS CONSIST OF:
Capital	$	22,891,601		$	18,362,062	$	13,422,701	$	1,517,064
Total distributable earnings (loss)		(2,098,474	)		26,069,236		1,881,331		(366,547	)
NET ASSETS	$	20,793,127		$	44,431,298	$	15,304,032	$	1,150,517
SHARES OF BENEFICIAL INTEREST OUTSTANDING (unlimited number of shares authorized, no par value):		734,966			1,053,173		590,910		73,807
NET ASSET VALUE (offering and redemption price per share):	$	28.29		$	42.19	$	25.90	$	15.59
^(a) Includes securities on loan valued at:	$	880,068		$	—	$	3,045,768	$	—

ProFund VP Financials		ProFund VP Government Money Market			ProFund VP Health Care		ProFund VP Industrials		ProFund VP International			ProFund VP Internet

$	7,952,712	$	30,815,526		$	7,270,558	$	7,805,621	$	10,711,000		$	5,851,622
	26,520,295		15,912,526			36,216,696		15,368,069		—			12,477,421
	387,000		14,903,000			865,000		545,000		10,711,000			53,000
	26,907,295		30,815,526			37,081,696		15,913,069		10,711,000			12,530,421
	814		290			825		77		462			73
	330,000		—			240,000		—		16,071			110,000
	—		—			—		—		—			—
	24,466		6,429			29,350		19,272		4,620			23
	—		—			—		—		—			—
	—		170,691			4,566		—		9			264,276
	—		—			—		—		—			—
	—		—			—		—		—			—
	1,740		—			6,733		—		—			—
	68		98			95		35		29			23
	—		—			—		—		—			—
	27,264,383		30,993,034			37,363,265		15,932,453		10,732,191			12,904,816

	—		—			—		—		—			—
	—		—			—		—		—			—
	289,481		15,207			26,518		159,891		208,066			381,620
	—		—			—		—		—			—
	—		—			—		149		34,369			1,365
	14,620		5,373			21,946		8,279		6,656			7,686
	1,949		716			2,926		1,104		888			1,025
	1,923		1,110			2,661		1,121		699			896
	10,926		—			12,467		6,397		6,228			4,688
	12,431		—			15,205		6,616		6,277			4,913
	3,373		4,289			4,750		1,933		1,363			1,542
	1,081		1,337			1,482		641		418			506
	92		120			134		55		38			43
	23,764		24,339			34,494		13,499		8,082			9,071
	359,640		52,491			122,583		199,685		273,084			413,355

$	26,904,743	$	30,940,543		$	37,240,682	$	15,732,768	$	10,459,107		$	12,491,461

$	10,459,718	$	30,979,909		$	7,135,113	$	6,126,165	$	12,039,749		$	7,670,807
	16,445,025		(39,366	)		30,105,569		9,606,603		(1,580,642	)		4,820,654
$	26,904,743	$	30,940,543		$	37,240,682	$	15,732,768	$	10,459,107		$	12,491,461
	585,853		30,979,909			558,324		177,474		508,203			593,491
$	45.92	$	1.00		$	66.70	$	88.65	$	20.58		$	21.05
$	—	$	—		$	—	$	—	$	—		$	—

	ProFund VP Japan		ProFund VP Large-Cap Growth		ProFund VP Large-Cap Value		ProFund VP Materials^†
ASSETS:
Total Investment Securities, at cost	$	10,365,000	$	14,840,038	$	15,547,094	$	6,096,728
Securities, at value^(a)		—		26,074,518		20,279,507		14,437,170
Repurchase agreements, at value		10,365,000		54,000		42,000		227,000
Total Investment Securities, at value		10,365,000		26,128,518		20,321,507		14,664,170
Cash		940		346		100		200
Segregated cash balances for futures contracts with brokers		506,880		—		—		—
Segregated cash balances for swap agreements with custodian		—		—		—		84,000
Dividends and interest receivable		4,471		14,696		26,821		19,069
Receivable for investments sold		—		—		—		—
Receivable for capital shares issued		—		—		—		—
Unrealized appreciation on swap agreements		—		—		—		—
Prepaid expenses		17		2,004		1,592		39
TOTAL ASSETS		10,877,308		26,145,564		20,350,020		14,767,478
LIABILITIES:
Cash overdraft		—		—		—		—
Payable for investments purchased		—		—		1,002		—
Payable for collateral for securities loaned		—		—		4,650		—
Payable for capital shares redeemed		45,277		3,765		763		115,617
Unrealized depreciation on swap agreements		794		—		—		1,636
Variation margin on futures contracts		54,400		—		—		—
Advisory fees payable		7,097		14,118		11,854		7,542
Management services fees payable		946		1,882		1,580		1,006
Administration fees payable		847		1,819		1,429		1,057
Administrative services fees payable		5,291		8,887		7,250		7,255
Distribution fees payable		5,262		8,724		7,008		7,288
Transfer agency fees payable		1,577		3,289		2,427		1,907
Fund accounting fees payable		467		1,074		910		590
Compliance services fees payable		42		86		68		53
Other accrued expenses		7,675		16,387		12,279		13,971
TOTAL LIABILITIES		129,675		60,031		51,220		157,922
Commitments and contingencies (Note 4)
NET ASSETS	$	10,747,633	$	26,085,533	$	20,298,800	$	14,609,556
NET ASSETS CONSIST OF:
Capital	$	8,717,199	$	14,832,956	$	15,857,469	$	7,425,163
Total distributable earnings (loss)		2,030,434		11,252,577		4,441,331		7,184,393
NET ASSETS	$	10,747,633	$	26,085,533	$	20,298,800	$	14,609,556
SHARES OF BENEFICIAL INTEREST OUTSTANDING (unlimited number of shares authorized, no par value):		164,774		505,517		402,965		170,918
NET ASSET VALUE (offering and redemption price per share):	$	65.23	$	51.60	$	50.37	$	85.48
^(a) Includes securities on loan valued at:	$	—	$	—	$	4,437	$	—

ProFund VP Mid-Cap			ProFund VP Mid-Cap Growth		ProFund VP Mid-Cap Value		ProFund VP Nasdaq-100		ProFund VP Pharmaceuticals		ProFund VP Precious Metals

$	10,374,000		$	11,495,244	$	9,935,173	$	81,419,761	$	7,772,516	$	22,668,000
	—			15,031,899		12,251,822		98,390,876		10,320,840		—
	10,374,000			67,000		81,000		47,181,000		258,000		22,668,000
	10,374,000			15,098,899		12,332,822		145,571,876		10,578,840		22,668,000
	736			223		502		468		—		145
	83,050			—		—		1,947,000		—		—
	407			—		—		111		30,000		569
	4,475			13,656		20,704		118,190		9,805		9,778
	—			—		22,132		—		44,031		—
	248			202		—		868,840		2,150		2,514,028
	—			—		—		—		1,471		—
	941			1,247		1,127		234		30		62
	10,463,857			15,114,227		12,377,287		148,506,719		10,666,327		25,192,582

	—			—		—		—		43,949		—
	—			23,359		12,426		—		—		—
	—			124,867		40,645		439,645		229,478		—
	2,590			343		11,043		24,166		224,331		10,515
	85,723			—		—		161,739		—		427,991
	13,100			—		—		67,000		—		—
	5,755			6,950		6,656		84,174		4,976		13,025
	767			927		888		11,223		663		1,737
	722			1,044		845		10,379		718		1,536
	5,774			4,939		4,165		68,795		5,454		10,801
	5,810			3,809		3,529		72,346		5,479		10,826
	1,246			1,763		1,469		18,093		1,271		2,943
	398			653		555		5,748		406		917
	36			50		41		496		39		82
	7,037			9,677		8,652		95,154		10,252		21,172
	128,958			178,381		90,914		1,058,958		527,016		501,545

$	10,334,899		$	14,935,846	$	12,286,373	$	147,447,761	$	10,139,311	$	24,691,037

$	11,851,679		$	11,288,610	$	10,770,625	$	64,711,828	$	7,749,333	$	89,564,021
	(1,516,780	)		3,647,236		1,515,748		82,735,933		2,389,978		(64,872,984	)
$	10,334,899		$	14,935,846	$	12,286,373	$	147,447,761	$	10,139,311	$	24,691,037
	618,316			409,229		292,081		2,547,845		294,836		971,947
$	16.71		$	36.50	$	42.06	$	57.87	$	34.39	$	25.40
$	—		$	120,458	$	38,513	$	422,100	$	191,898	$	—

	ProFund VP Real Estate		ProFund VP Rising Rates Opportunity			ProFund VP Semiconductor		ProFund VP Short Dow 30
ASSETS:
Total Investment Securities, at cost	$	3,083,971	$	8,319,000		$	20,265,595	$	6,000
Securities, at value^(a)		6,286,346		—			39,654,081		—
Repurchase agreements, at value		209,000		8,319,000			1,796,000		6,000
Total Investment Securities, at value		6,495,346		8,319,000			41,450,081		6,000
Cash		737		265			746		340
Segregated cash balances for futures contracts with brokers		—		—			—		—
Segregated cash balances for swap agreements with custodian		—		94			50,000		—
Dividends and interest receivable		23,829		3,588			12,587		3
Receivable for investments sold		—		—			16,943,402		—
Receivable for capital shares issued		27,043		43,017			6,039		—
Unrealized appreciation on swap agreements		204		—			—		—
Variation margin on futures contracts		—		—			—		—
Prepaid expenses		14		30			53		—
TOTAL ASSETS		6,547,173		8,365,994			58,462,908		6,343
LIABILITIES:
Payable for investments purchased		5,904		—			—		—
Payable for collateral for securities loaned		—		—			87,285		—
Payable for capital shares redeemed		38,859		27,741			748		—
Unrealized depreciation on swap agreements		—		90,565			8,099		4
Variation margin on futures contracts		—		—			—		—
Advisory fees payable		3,334		6,424			37,438		4
Management services fees payable		445		856			4,992		1
Administration fees payable		463		688			4,036		—
Administrative services fees payable		2,248		4,220			24,213		1
Distribution fees payable		2,043		5,893			29,062		2
Transfer agency fees payable		809		1,410			7,126		1
Fund accounting fees payable		265		374			2,234		—
Compliance services fees payable		22		38			189		—
Other accrued expenses		5,631		7,897			35,059		7
TOTAL LIABILITIES		60,023		146,106			240,481		20
Commitments and contingencies (Note 4)
NET ASSETS	$	6,487,150	$	8,219,888		$	58,222,427	$	6,323
NET ASSETS CONSIST OF:
Capital	$	3,213,258	$	33,975,618		$	33,319,623	$	125,890
Total distributable earnings (loss)		3,273,892		(25,755,730	)		24,902,804		(119,567	)
NET ASSETS	$	6,487,150	$	8,219,888		$	58,222,427	$	6,323
SHARES OF BENEFICIAL INTEREST OUTSTANDING (unlimited number of shares authorized, no par value):		136,845		183,907			460,603		293
NET ASSET VALUE (offering and redemption price per share):	$	47.41	$	44.70		$	126.40	$	21.58
^(a) Includes securities on loan valued at:	$	—	$	—		$	59,085	$	—

ProFund VP Short Emerging Markets				ProFund VP Short International		ProFund VP Short Mid-Cap			ProFund VP Short Nasdaq-100			ProFund VP Short Small-Cap			ProFund VP Small-Cap

$	515,000		$	518,000		$	68,000		$	4,828,000		$	2,266,000		$	13,644,711
	—			—			—			—			—			9,804,427
	515,000			518,000			68,000			4,828,000			2,266,000			5,615,000
	515,000			518,000			68,000			4,828,000			2,266,000			15,419,427
	901			79			411			1,708			1,006			583
	—			—			—			77,880			28,600			57,200
	784			315			527			25,404			284			2,013
	222			223			29			2,083			977			13,363
	—			—			—			—			—			65,753
	21			—			—			889			87,089			502
	—			1,618			652			21,253			42,131			—
	—			—			—			2,680			3,160			—
	45			3			32			23			9			26
	516,973			520,238			69,651			4,959,920			2,429,256			15,558,867

	—			—			—			—			—			5,369
	—			—			—			—			—			193,047
	315			815			11			575,044			226,951			62,755
	1,279			—			—			—			—			97,817
	—			—			—			—			—			6,320
	356			451			47			2,892			1,365			6,741
	48			60			6			385			182			899
	44			38			6			369			183			1,011
	486			424			31			2,913			1,569			6,346
	495			458			28			3,198			1,710			7,120
	110			95			11			697			349			1,606
	26			23			3			202			100			1,161
	3			2			—			19			10			47
	624			645			152			4,815			3,007			10,884
	3,786			3,011			295			590,534			235,426			401,123

$	513,187		$	517,227		$	69,356		$	4,369,386		$	2,193,830		$	15,157,744

$	3,273,391		$	3,144,912		$	2,670,966		$	22,420,682		$	8,445,811		$	13,532,820
	(2,760,204	)		(2,627,685	)		(2,601,610	)		(18,051,296	)		(6,251,981	)		1,624,924
$	513,187		$	517,227		$	69,356		$	4,369,386		$	2,193,830		$	15,157,744
	21,848			20,788			9,307			355,311			99,277			441,916
$	23.49		$	24.88		$	7.45		$	12.30		$	22.10		$	34.30
$	—		$	—		$	—		$	—		$	—		$	179,746

	ProFund VP Small-Cap Growth		ProFund VP Small-Cap Value		ProFund VP Technology		ProFund VP UltraBull
ASSETS:
Total Investment Securities, at cost	$	11,673,224	$	17,593,032	$	23,668,444	$	10,911,842
Securities, at value^(a)		16,185,238		19,883,320		56,760,282		11,742,369
Repurchase agreements, at value		40,000		81,000		396,000		6,971,000
Total Investment Securities, at value		16,225,238		19,964,320		57,156,282		18,713,369
Cash		534		6,620		373		768
Segregated cash balances for futures contracts with brokers		—		—		—		77,880
Segregated cash balances for swap agreements with custodian		—		—		120,000		752
Dividends and interest receivable		13,228		34,037		9,552		13,846
Receivable for investments sold		54,958		151,195		—		—
Receivable for capital shares issued		—		642		216,776		—
Due from Advisor under an expense limitation agreement		—		—		—		—
Unrealized appreciation on swap agreements		—		—		—		—
Prepaid expenses		1,388		1,642		77		1,595
TOTAL ASSETS		16,295,346		20,158,456		57,503,060		18,808,210
LIABILITIES:
Payable for investments purchased		38,547		197,512		—		234
Payable for collateral for securities loaned		19,774		434,846		—		—
Payable for capital shares redeemed		3,360		36,082		244,394		35,203
Unrealized depreciation on swap agreements		—		—		1,552		65,786
Variation margin on futures contracts		—		—		—		3,675
Advisory fees payable		9,102		10,188		36,148		11,314
Management services fees payable		1,213		1,358		4,820		1,509
Administration fees payable		1,136		1,301		4,113		1,303
Administrative services fees payable		5,191		7,421		19,467		6,819
Distribution fees payable		5,534		7,080		30,236		7,688
Transfer agency fees payable		1,997		2,212		7,362		2,234
Fund accounting fees payable		731		857		2,283		871
Compliance services fees payable		55		62		200		63
Other accrued expenses		10,753		12,644		43,470		11,669
TOTAL LIABILITIES		97,393		711,563		394,045		148,368
Commitments and contingencies (Note 4)
NET ASSETS	$	16,197,953	$	19,446,893	$	57,109,015	$	18,659,842
NET ASSETS CONSIST OF:
Capital	$	11,494,090	$	18,880,587	$	20,458,770	$	25,763,840
Total distributable earnings (loss)		4,703,863		566,306		36,650,245		(7,103,998	)
NET ASSETS	$	16,197,953	$	19,446,893	$	57,109,015	$	18,659,842
SHARES OF BENEFICIAL INTEREST OUTSTANDING (unlimited number of shares authorized, no par value):		539,665		452,691		825,548		621,611
NET ASSET VALUE (offering and redemption price per share):	$	30.01	$	42.96	$	69.18	$	30.02
^(a) Includes securities on loan valued at:	$	19,141	$	410,470	$	—	$	—

ProFund VP UltraMid-Cap		ProFund VP UltraNasdaq-100		ProFund VP UltraShort Dow 30			ProFund VP UltraShort Nasdaq-100			ProFund VP UltraSmall-Cap			ProFund VP U.S. Government Plus

$	8,217,338	$	115,579,468	$	2,000		$	595,000		$	14,329,417		$	10,063,884
	6,726,475	126,334,982			—			—			11,954,243			3,650,822
	4,228,000	62,044,000			2,000			595,000			5,551,000			6,787,000
	10,954,475	188,378,982			2,000			595,000			17,505,243			10,437,822
	621	930			876			488			1,258			931
	66,440	1,947,000			—			—			42,900			—
	284	26,513			471			444			36,455			82
	10,484	152,383			1			257			14,683			22,799
	6,019	—			—			—			5,054			—
	809	646,016			—			16,742			82,792			—
	—	—			—			512			—			—
	—	—			—			5,972			—			36,207
	834	272			—			10			32			22
	11,039,966	191,152,096			3,348			619,425			17,688,417			10,497,863

	8,577	—			—			—			7,164			—
	69,697	564,539			—			—			197,786			—
	53	1,938,207			—			247			2,414			638,162
	139,090	1,204,215			4			—			437,060			—
	10,480	67,000			—			—			4,740			—
	5,335	104,083			2			—			7,881			3,313
	711	13,878			—			—			1,051			663
	689	13,299			—			60			1,145			647
	3,620	83,815			—			710			7,079			3,145
	2,291	81,332			1			887			6,886			3,549
	1,139	23,437			—			184			1,860			1,038
	503	7,363			—			32			1,235			357
	33	634			—			3			53			30
	6,484	117,396			5			2,980			12,287			6,326
	248,702	4,219,198			12			5,103			688,641			657,230

$	10,791,264	$	186,932,898	$	3,336		$	614,322		$	16,999,776		$	9,840,633

$	9,648,048	$	139,183,702	$	972,739		$	9,385,031		$	22,080,963		$	18,253,891
	1,143,216	47,749,196			(969,403	)		(8,770,709	)		(5,081,187	)		(8,413,258	)
$	10,791,264	$	186,932,898	$	3,336		$	614,322		$	16,999,776		$	9,840,633
	307,878	6,041,921			1,035			17,357			1,231,143			773,413
$	35.05	$	30.94	$	3.22		$	35.39		$	13.81		$	12.72
$	66,880	$	542,009	$	—		$	—		$	185,432		$	—

	ProFund VP Utilities
ASSETS:
Total Investment Securities, at cost	$	11,455,715
Securities, at value		25,565,121
Repurchase agreements, at value		380,000
Total Investment Securities, at value		25,945,121
Cash		755
Segregated cash balances for swap agreements with custodian		200,000
Dividends and interest receivable		38,044
Receivable for capital shares issued		7,618
Unrealized appreciation on swap agreements		3,060
Prepaid expenses		87
TOTAL ASSETS		26,194,685
LIABILITIES:
Payable for capital shares redeemed		3,353
Advisory fees payable		12,086
Management services fees payable		1,612
Administration fees payable		1,913
Administrative services fees payable		12,133
Distribution fees payable		12,280
Transfer agency fees payable		3,507
Fund accounting fees payable		1,060
Compliance services fees payable		98
Other accrued expenses		27,652
TOTAL LIABILITIES		75,694
Commitments and contingencies (Note 4)
NET ASSETS	$	26,118,991
NET ASSETS CONSIST OF:
Capital	$	13,466,342
Total distributable earnings (loss)		12,652,649
NET ASSETS	$	26,118,991
SHARES OF BENEFICIAL INTEREST OUTSTANDING (unlimited number of shares authorized, no par value):		697,795
NET ASSET VALUE (offering and redemption price per share):	$	37.43

	ProFund VP Emerging Markets			ProFund VP Energy^†			ProFund VP Europe 30			ProFund VP Falling U.S. Dollar
	Year Ended December 31, 2023			Year Ended December 31, 2023			Year Ended December 31, 2023			Year Ended December 31, 2023
INVESTMENT INCOME:
Dividends	$	585,181		$	1,766,806		$	557,231		$	—
Interest		54,229			38,074			2,933			44,102
Foreign tax withholding		(61,668	)		—			(41,450	)		—
Net income from securities lending		11,681			—			11,001			—
TOTAL INVESTMENT INCOME		589,423			1,804,880			529,715			44,102
EXPENSES:
Advisory fees		150,323			395,331			113,198			6,672
Management services fees		20,043			52,710			15,093			890
Administration fees		20,170			53,130			14,630			887
Distribution fees		50,108			131,777			37,733			2,224
Transfer agency fees		17,356			45,682			12,863			776
Administrative services fees		46,969			131,486			31,978			2,080
Custody fees		18,251			8,194			15,842			7,728
Fund accounting fees		11,315			29,431			8,367			500
Trustee fees		283			722			205			13
Compliance services fees		132			276			94			8
Audit fees		17,204			46,207			12,015			746
Legal fees		2,197			4,489			1,642			84
Licensing fees		3,934			13,688			—			3,640
Other fees		4,827			10,797			3,479			168
Total Gross Expenses before reductions		363,112			923,920			267,139			26,416
Expenses reduced and reimbursed by the Advisor		(26,147	)		(32,139	)		(13,535	)		(11,432	)
Fees paid indirectly		(160	)		(6,241	)		(41	)		(40	)
TOTAL NET EXPENSES		336,805			885,540			253,563			14,944
NET INVESTMENT INCOME (LOSS)		252,618			919,340			276,152			29,158
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(1,100,353	)		4,880,144			1,625,865			—
Net realized gains (losses) on swap agreements		161,207			33,459			—			—
Net realized gains (losses) on forward currency contracts		—			—			—			(29,550	)
Change in net unrealized appreciation/depreciation on investment securities		2,904,310			(7,993,316	)		439,201			—
Change in net unrealized appreciation/depreciation on swap agreements		32,338			(31,787	)		—			—
Change in net unrealized appreciation/depreciation on forward currency contracts		—			—			—			18,107
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		1,997,502			(3,111,500	)		2,065,066			(11,443	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,250,120		$	(2,192,160	)	$	2,341,218		$	17,715

ProFund VP Short Emerging Markets			ProFund VP Short International			ProFund VP Short Mid-Cap			ProFund VP Short Nasdaq-100			ProFund VP Short Small-Cap			ProFund VP Small-Cap
Year Ended December 31, 2023			Year Ended December 31, 2023			Year Ended December 31, 2023			Year Ended December 31, 2023			Year Ended December 31, 2023			Year Ended December 31, 2023

$	—		$	—		$	—		$	—		$	—		$	115,852
	45,090			45,274			10,850			311,500			164,758			157,470
	—			—			—			—			—			(101	)
	—			—			—			—			—			6,116
	45,090			45,274			10,850			311,500			164,758			279,337

	6,771			6,863			1,645			47,544			24,725			83,285
	903			915			219			6,339			3,296			11,105
	862			827			200			6,789			3,237			11,165
	2,257			2,288			548			15,848			8,241			27,762
	786			802			192			5,546			2,886			9,519
	2,184			2,103			678			15,313			7,651			24,841
	209			175			23			1,125			493			2,021
	503			516			124			3,571			1,865			13,095
	14			12			3			88			42			148
	2			—			—			18			25			70
	790			865			179			5,748			2,887			9,449
	205			—			45			2,412			3,363			11,314
	297			225			83			2,320			1,014			4,097
	—			105			—			—			—			—
	15,783			15,696			3,939			112,661			59,725			207,871
	(575	)		(287	)		(235	)		(5,419	)		(4,242	)		(21,157	)
	(41	)		(35	)		(19	)		(746	)		(98	)		(155	)
	15,167			15,374			3,685			106,496			55,385			186,559
	29,923			29,900			7,165			205,004			109,373			92,778

	—			—			—			—			—			86,952
	—			—			—			(198,405	)		5,429			(11,227	)
	(171,679	)		(266,232	)		(15,901	)		(2,881,315	)		(518,815	)		666,745
	—			—			—			—			—			1,001,951
	—			—			—			(72,475	)		(16,819	)		33,603
	(10,176	)		(15,871	)		539			82,591			68,345			(113,397	)
	(181,855	)		(282,103	)		(15,362	)		(3,069,604	)		(461,860	)		1,664,627
$	(151,932	)	$	(252,203	)	$	(8,197	)	$	(2,864,600	)	$	(352,487	)	$	1,757,405

	ProFund Access VP High Yield						ProFund VP Asia 30
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	368,316		$	62,091		$	(15,732	)	$	(75,929	)
Net realized gains (losses) on investments		515,256			(2,553,224	)		760,861			(3,806,589	)
Change in net unrealized appreciation/depreciation on investments		315,683			483,675			28,769			(1,619,551	)
Change in net assets resulting from operations		1,199,255			(2,007,458	)		773,898			(5,502,069	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(811,910	)		(595,085	)		(687,226	)		(2,327,623	)
Change in net assets resulting from distributions		(811,910	)		(595,085	)		(687,226	)		(2,327,623	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		22,420,442			44,436,374			26,284,747			32,922,526
Distributions reinvested		811,910			595,085			687,226			2,327,623
Value of shares redeemed		(24,154,285	)		(40,738,828	)		(29,554,525	)		(31,586,574	)
Change in net assets resulting from capital transactions		(921,933	)		4,292,631			(2,582,552	)		3,663,575
Change in net assets		(534,588	)		1,690,088			(2,495,880	)		(4,166,117	)
NET ASSETS:
Beginning of period		17,015,123			15,325,035			17,740,919			21,907,036
End of period	$	16,480,535		$	17,015,123		$	15,245,039		$	17,740,919
SHARE TRANSACTIONS:
Issued		927,714			1,817,830			710,106			859,190
Reinvested		33,694			25,215			18,664			60,083
Redeemed		(1,017,129	)		(1,699,852	)		(799,368	)		(830,232	)
Change in shares		(55,721	)		143,193			(70,598	)		89,041

ProFund VP Banks						ProFund VP Bear						ProFund VP Biotechnology
Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022


$	86,224		$	65,310		$	131,745		$	7,959		$	(436,020	)	$	(95,403	)
	1,395,863			(3,099,727	)		(1,009,155	)		149,545			18,452,724			5,656,285
	(967,354	)		(1,480,779	)		(11,141	)		(9,355	)		(14,276,273	)		(10,675,556	)
	514,733			(4,515,196	)		(888,551	)		148,149			3,740,431			(5,114,674	)

	(65,310	)		(49,018	)		(7,959	)		—			(6,518,064	)		(8,817,118	)
	(65,310	)		(49,018	)		(7,959	)		—			(6,518,064	)		(8,817,118	)

	17,768,471			52,079,786			27,476,028			33,511,378			14,614,174			15,974,231
	65,310			49,018			7,959			—			6,518,064			8,817,118
	(17,163,970	)		(50,568,806	)		(28,791,566	)		(30,258,589	)		(23,215,452	)		(23,263,017	)
	669,811			1,559,998			(1,307,579	)		3,252,789			(2,083,214	)		1,528,332
	1,119,234			(3,004,216	)		(2,204,089	)		3,400,938			(4,860,847	)		(12,403,460	)

	4,496,097			7,500,313			4,957,759			1,556,821			49,394,941			61,798,401
$	5,615,331		$	4,496,097		$	2,753,670		$	4,957,759		$	44,534,094		$	49,394,941

	760,184			1,642,940			1,735,673			2,004,731			224,669			226,037
	2,738			1,896			543			—			104,607			138,329
	(736,795	)		(1,702,830	)		(1,835,810	)		(1,820,764	)		(360,853	)		(319,842	)
	26,127			(57,994	)		(99,594	)		183,967			(31,577	)		44,524

	ProFund VP Bull						ProFund VP Communication Services^†
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	436,204		$	(47,190	)	$	(15,983	)	$	58,848
Net realized gains (losses) on investments		2,669,286			9,339,497			563,499			(29,548	)
Change in net unrealized appreciation/depreciation on investments		7,484,213			(21,705,167	)		1,093,954			(1,449,723	)
Change in net assets resulting from operations		10,589,703			(12,412,860	)		1,641,470			(1,420,423	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(8,734,170	)		(5,485,715	)		(58,848	)		(103,492	)
Change in net assets resulting from distributions		(8,734,170	)		(5,485,715	)		(58,848	)		(103,492	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		253,581,624			400,592,292			14,277,364			5,874,156
Distributions reinvested		8,734,170			5,485,715			58,848			103,492
Value of shares redeemed		(253,403,377	)		(410,109,918	)		(11,314,338	)		(8,027,690	)
Change in net assets resulting from capital transactions		8,912,417			(4,031,911	)		3,021,874			(2,050,042	)
Change in net assets		10,767,950			(21,930,486	)		4,604,496			(3,573,957	)
NET ASSETS:
Beginning of period		43,609,328			65,539,814			3,863,608			7,437,565
End of period	$	54,377,278		$	43,609,328		$	8,468,104		$	3,863,608
SHARE TRANSACTIONS:
Issued		5,150,134			7,707,265			420,816			181,610
Reinvested		180,160			107,563			1,699			3,343
Redeemed		(5,150,006	)		(7,851,294	)		(332,842	)		(249,531	)
Change in shares		180,288			(36,466	)		89,673			(64,578	)

ProFund VP Consumer Discretionary^†						ProFund VP Consumer Staples^†						ProFund VP Dow 30
Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022


$	(136,645	)	$	(144,273	)	$	155,942		$	23,329		$	10,184		$	129
	3,119,226			1,127,914			3,973,853			1,966,818			27,755			(28,325	)
	2,213,844			(9,632,703	)		(3,476,026	)		(6,711,467	)		1,061			(1,081	)
	5,196,425			(8,649,062	)		653,769			(4,721,320	)		39,000			(29,277	)

	(1,013,997	)		(200,611	)		(1,806,155	)		(536,211	)		(129	)		(44,674	)
	(1,013,997	)		(200,611	)		(1,806,155	)		(536,211	)		(129	)		(44,674	)

	20,804,904			11,309,582			21,587,164			26,061,013			66,036			535,735
	1,013,997			200,611			1,806,155			536,211			129			44,674
	(17,670,071	)		(18,090,599	)		(22,952,398	)		(36,255,836	)		(47,363	)		(455,885	)
	4,148,830			(6,580,406	)		440,921			(9,658,612	)		18,802			124,524
	8,331,258			(15,430,079	)		(711,465	)		(14,916,143	)		57,673			50,573

	15,454,370			30,884,449			11,460,248			26,376,391			269,063			218,490
$	23,785,628		$	15,454,370		$	10,748,783		$	11,460,248		$	326,736		$	269,063

	341,729			187,135			430,243			447,064			3,576			22,700
	15,948			3,559			39,137			9,728			7			2,524
	(292,307	)		(294,841	)		(453,961	)		(608,397	)		(2,546	)		(19,542	)
	65,370			(104,147	)		15,419			(151,605	)		1,037			5,682

	ProFund VP Government Money Market						ProFund VP Health Care
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	1,426,790		$	375,075		$	26,298		$	(90,104	)
Net realized gains (losses) on investments		(3,129	)		—			2,510,901			4,712,794
Change in net unrealized appreciation/depreciation on investments		—			—			(2,447,230	)		(9,084,587	)
Change in net assets resulting from operations		1,423,661			375,075			89,969			(4,461,897	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(1,426,790	)		(375,075	)		(4,450,779	)		(2,591,704	)
Change in net assets resulting from distributions		(1,426,790	)		(375,075	)		(4,450,779	)		(2,591,704	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		61,053,891			92,995,771			14,323,232			36,697,592
Distributions reinvested		1,426,790			375,075			4,450,779			2,591,704
Value of shares redeemed		(68,159,276	)		(103,098,329	)		(20,807,961	)		(44,277,294	)
Change in net assets resulting from capital transactions		(5,678,595	)		(9,727,483	)		(2,033,950	)		(4,987,998	)
Change in net assets		(5,681,724	)		(9,727,483	)		(6,394,760	)		(12,041,599	)
NET ASSETS:
Beginning of period		36,622,267			46,349,750			43,635,442			55,677,041
End of period	$	30,940,543		$	36,622,267		$	37,240,682		$	43,635,442
SHARE TRANSACTIONS:
Issued		61,053,891			92,995,771			208,135			489,490
Reinvested		1,426,790			375,075			67,040			36,982
Redeemed		(68,159,276	)		(103,098,329	)		(303,072	)		(602,531	)
Change in shares		(5,678,595	)		(9,727,483	)		(27,897	)		(76,059	)

	ProFund VP Japan						ProFund VP Large-Cap Growth
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	332,742		$	(14,899	)	$	(76,320	)	$	(162,770	)
Net realized gains (losses) on investments		2,151,313			(141,613	)		502,885			3,969,445
Change in net unrealized appreciation/depreciation on investments		398,834			(710,798	)		4,578,455			(13,632,308	)
Change in net assets resulting from operations		2,882,889			(867,310	)		5,005,020			(9,825,633	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		—			(356,845	)		(3,728,772	)		(3,738,973	)
Change in net assets resulting from distributions		—			(356,845	)		(3,728,772	)		(3,738,973	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		27,283,643			14,334,969			41,392,771			27,795,127
Distributions reinvested		—			356,845			3,728,772			3,738,973
Value of shares redeemed		(26,867,059	)		(13,280,422	)		(36,111,609	)		(39,350,296	)
Change in net assets resulting from capital transactions		416,584			1,411,392			9,009,934			(7,816,196	)
Change in net assets		3,299,473			187,237			10,286,182			(21,380,802	)
NET ASSETS:
Beginning of period		7,448,160			7,260,923			15,799,351			37,180,153
End of period	$	10,747,633		$	7,448,160		$	26,085,533		$	15,799,351
SHARE TRANSACTIONS:
Issued		464,023			275,627			818,298			423,483
Reinvested		—			6,861			75,131			71,505
Redeemed		(452,888	)		(256,750	)		(719,484	)		(596,016	)
Change in shares		11,135			25,738			173,945			(101,028	)

ProFund VP Large-Cap Value						ProFund VP Materials^†						ProFund VP Mid-Cap
Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022


$	56,453		$	82,914		$	62,256		$	72,950		$	316,090		$	(26,669	)
	1,750,291			1,109,713			1,273,992			(660,092	)		821,690			(2,340,273	)
	1,221,262			(2,760,448	)		107,355			(2,138,111	)		42,094			(189,000	)
	3,028,006			(1,567,821	)		1,443,603			(2,725,253	)		1,179,874			(2,555,942	)

	(1,320,536	)		(273,776	)		(72,950	)		(191,880	)		—			(2,431,456	)
	(1,320,536	)		(273,776	)		(72,950	)		(191,880	)		—			(2,431,456	)

	23,347,451			34,906,014			16,838,021			20,908,816			6,141,545			13,095,082
	1,320,536			273,776			72,950			191,880			—			2,431,456
	(22,062,238	)		(35,229,655	)		(17,240,316	)		(21,898,854	)		(6,979,186	)		(16,396,855	)
	2,605,749			(49,865	)		(329,345	)		(798,158	)		(837,641	)		(870,317	)
	4,313,219			(1,891,462	)		1,041,308			(3,715,291	)		342,233			(5,857,715	)

	15,985,581			17,877,043			13,568,248			17,283,539			9,992,666			15,850,381
$	20,298,800		$	15,985,581		$	14,609,556		$	13,568,248		$	10,334,899		$	9,992,666

	489,591			742,108			207,340			253,374			393,098			841,147
	27,511			6,064			858			2,370			—			162,857
	(468,527	)		(756,249	)		(214,872	)		(281,628	)		(455,664	)		(1,061,480	)
	48,575			(8,077	)		(6,674	)		(25,884	)		(62,566	)		(57,476	)

	ProFund VP Mid-Cap Growth						ProFund VP Mid-Cap Value
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(51,398	)	$	(78,939	)	$	22,096		$	35,048
Net realized gains (losses) on investments		776,856			286,094			952,080			690,426
Change in net unrealized appreciation/depreciation on investments		1,066,370			(4,167,629	)		483,647			(2,711,169	)
Change in net assets resulting from operations		1,791,828			(3,960,474	)		1,457,823			(1,985,695	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(81,372	)		(2,989,337	)		(729,248	)		(2,127,084	)
Change in net assets resulting from distributions		(81,372	)		(2,989,337	)		(729,248	)		(2,127,084	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		15,462,109			9,312,671			12,290,011			22,888,416
Distributions reinvested		81,372			2,989,337			729,248			2,127,084
Value of shares redeemed		(14,272,417	)		(14,100,005	)		(14,653,488	)		(26,392,119	)
Change in net assets resulting from capital transactions		1,271,064			(1,797,997	)		(1,634,229	)		(1,376,619	)
Change in net assets		2,981,520			(8,747,808	)		(905,654	)		(5,489,398	)
NET ASSETS:
Beginning of period		11,954,326			20,702,134			13,192,027			18,681,425
End of period	$	14,935,846		$	11,954,326		$	12,286,373		$	13,192,027
SHARE TRANSACTIONS:
Issued		454,821			261,067			299,831			514,499
Reinvested		2,272			92,065			17,896			53,417
Redeemed		(424,420	)		(384,421	)		(359,525	)		(604,225	)
Change in shares		32,673			(31,289	)		(41,798	)		(36,309	)

	ProFund VP Real Estate						ProFund VP Rising Rates Opportunity
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	77,856		$	40,129		$	372,109		$	16,031
Net realized gains (losses) on investments		484,759			1,540,894			1,488,761			3,987,739
Change in net unrealized appreciation/depreciation on investments		23,106			(4,854,096	)		(1,838,575	)		1,733,692
Change in net assets resulting from operations		585,721			(3,273,073	)		22,295			5,737,462
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(1,257,502	)		(603,190	)		(16,031	)		—
Change in net assets resulting from distributions		(1,257,502	)		(603,190	)		(16,031	)		—
CAPITAL TRANSACTIONS:
Proceeds from shares issued		6,733,360			11,092,028			18,407,181			46,824,952
Distributions reinvested		1,257,502			603,190			16,031			—
Value of shares redeemed		(6,427,445	)		(16,150,682	)		(27,199,202	)		(41,462,432	)
Change in net assets resulting from capital transactions		1,563,417			(4,455,464	)		(8,775,990	)		5,362,520
Change in net assets		891,636			(8,331,727	)		(8,769,726	)		11,099,982
NET ASSETS:
Beginning of period		5,595,514			13,927,241			16,989,614			5,889,632
End of period	$	6,487,150		$	5,595,514		$	8,219,888		$	16,989,614
SHARE TRANSACTIONS:
Issued		140,697			162,738			408,381			1,308,759
Reinvested		27,533			10,026			367			—
Redeemed		(134,577	)		(244,346	)		(611,063	)		(1,134,716	)
Change in shares		33,653			(71,582	)		(202,315	)		174,043

			Investment Activities									Distributions to Shareholders From
	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			Net Realized Gains on Investments			Total Distributions
ProFund Access VP High Yield
Year Ended December 31, 2023	$	23.59		0.67			1.75			2.42			(0.67	)		(0.58	)		—			(1.25	)
Year Ended December 31, 2022	$	26.51		0.11			(2.22	)		(2.11	)		(0.11	)		(0.70	)		—			(0.81	)
Year Ended December 31, 2021	$	27.10		(0.34	)		0.41			0.07			—			(0.66	)		—			(0.66	)
Year Ended December 31, 2020	$	28.71		(0.31	)		0.16			(0.15	)		—			(1.46	)		—			(1.46	)
Year Ended December 31, 2019	$	26.74		0.06			3.21			3.27			(0.06	)		(1.24	)		—			(1.30	)
ProFund VP Asia 30
Year Ended December 31, 2023	$	35.46		(0.03	)		1.62			1.59			(0.04	)		—			(1.53	)		(1.57	)
Year Ended December 31, 2022	$	53.26		(0.17	)		(12.40	)		(12.57	)		(0.21	)		—			(5.02	)		(5.23	)
Year Ended December 31, 2021	$	75.87		0.24			(12.05	)		(11.81	)		—			—			(10.80	)		(10.80	)
Year Ended December 31, 2020	$	62.15		(0.11	)		21.13			21.02			(0.72	)		—			(6.58	)		(7.30	)
Year Ended December 31, 2019	$	49.34		0.39			12.56			12.95			(0.14	)		—			—			(0.14	)

					Ratios to Average Net Assets									Supplemental Data
Net Asset Value, End of Period		Total Return^(b)			Gross Expenses^(b)			Net Expenses^(b)			Net Investment Income (Loss)^(b)			Net Assets, End of Period (000's)		Portfolio Turnover Rate^(c)

$	24.76		10.43	%		1.72	%		1.68	%		2.77	%	$	16,481		1,254	%
$	23.59		(7.97	)%		1.69	%		1.68	%		0.46	%	$	17,015		1,532	%
$	26.51		0.27	%		1.72	%		1.68	%		(1.28	)%	$	15,325		1,351	%
$	27.10		0.06	%		1.87	%		1.68	%		(1.16	)%	$	19,923		1,447	%
$	28.71		12.43	%		1.73	%		1.70	%(d)		0.23	%	$	32,038		1,459	%

$	35.48		4.32	%		1.83	%		1.68	%		(0.09	)%	$	15,245		151	%
$	35.46		(24.42	)%		1.74	%		1.68	%		(0.44	)%	$	17,741		202	%
$	53.26		(18.52	)%(e)		1.68	%		1.68	%		0.33	%	$	21,907		125	%
$	75.87		35.55	%		1.71	%		1.68	%		(0.18	)%	$	29,494		130	%
$	62.15		26.31	%		1.72	%		1.68	%		0.68	%	$	29,057		111	%

			Investment Activities									Distributions to Shareholders From
	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			Net Realized Gains on Investments			Total Distributions
ProFund VP Emerging Markets
Year Ended December 31, 2023	$	25.02		0.34			3.49			3.83			(0.56	)		—			(0.56	)
Year Ended December 31, 2022	$	30.04		0.63			(5.48	)		(4.85	)		(0.17	)		—			(0.17	)
Year Ended December 31, 2021	$	36.64		0.15			(6.75	)		(6.60	)		—			—			—
Year Ended December 31, 2020	$	29.08		(0.08	)		7.82			7.74			(0.18	)		—			(0.18	)
Year Ended December 31, 2019	$	23.54		0.15			5.53			5.68			(0.14	)		—			(0.14	)
ProFund VP Energy^†
Year Ended December 31, 2023	$	44.29		0.75			(1.84	)		(1.09	)		(1.01	)		—			(1.01	)
Year Ended December 31, 2022	$	28.04		0.82			15.85			16.67			(0.42	)		—			(0.42	)
Year Ended December 31, 2021	$	18.78		0.58			9.13			9.71			(0.45	)		—			(0.45	)
Year Ended December 31, 2020	$	29.86		0.57			(10.93	)		(10.36	)		(0.50	)		(0.22	)		(0.72	)
Year Ended December 31, 2019	$	28.99		0.45			1.90			2.35			(0.44	)		(1.04	)		(1.48	)

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(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 amount and timing of sales and purchases of fund shares during the period.
(d)	During the year ended December 31, 2023, the Fund received monies related to certain nonrecurring litigation settlements. The corresponding impact to the total return was 0.13%.
(e)	During the year ended December 31, 2020, the Fund received monies related to certain nonrecurring litigation settlements. The corresponding impact to the total return was an increase of 0.20%.
(f)	During the year ended December 31, 2019, the Fund received monies related to certain nonrecurring litigation settlements. The corresponding impact to the total return was an increase of 0.69%.
(g)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for the one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
†	As described in Note 1, effective March 17, 2023, this ProFund VP's name changed due to a change to its underlying benchmark index.

	Assets						Liabilities
Fund	Variation Margin on Futures Contracts*		Unrealized Gain on Swap Agreements*		Unrealized Appreciation on Forward Currency Contracts		Variation Margin on Futures Contracts*		Unrealized Loss on Swap Agreements*		Unrealized Depreciation on Forward Currency Contracts
ProFund VP Small-Cap	$	33,603	$	—	$	—	$	—	$	97,817	$	—
ProFund VP Technology		—		—		—		—		1,552		—
ProFund VP UltraBull		58,398		—		—		—		65,786		—
ProFund VP UltraMid-Cap		67,320		—		—		—		139,090		—
ProFund VP UltraNasdaq-100		911,679		—		—		—		1,204,215		—
ProFund VP UltraShort Dow 30		—		—		—		—		4		—
ProFund VP UltraShort Nasdaq-100		—		5,972		—		—		—		—
ProFund VP UltraSmall-Cap		25,202		—		—		—		437,060		—
ProFund VP Utilities		—		3,060		—		—		—		—
Foreign Exchange Rate Risk Exposure:
ProFund VP Falling U.S. Dollar		—		—		27,342		—		—		2,956
Interest Rate Risk Exposure:
ProFund Access VP High Yield		48,526		—		—		—		—		—
ProFund VP Rising Rates Opportunity		—		—		—		—		90,565		—
ProFund VP U.S. Government Plus		—		36,207		—		—		—		—

	Realized Gain (Loss) on Derivatives Recognized as a Result from Operations								Change in Net Unrealized Appreciation/ Depreciation on Derivatives Recognized as a Result from Operations
Fund	Net Realized Gains (Losses) on Futures Contracts			Net Realized Gains (Losses) on Swap Agreements			Net Realized Gains (Losses) on Forward Currency Contracts		Change in Net Unrealized Appreciation/ Depreciation on Futures Contracts			Change in Net Unrealized Appreciation/ Depreciation on Swap Agreements			Change in Net Unrealized Appreciation/ Depreciation on Forward Currency Contracts
Credit Risk Exposure:
ProFund Access VP High Yield	$	—		$	920,083		$	—	$	—		$	48,722		$	—
Equity Risk Exposure:
ProFund VP Banks		—			43,139			—		—			(4,198	)		—
ProFund VP Bear		(47,772	)		(961,383	)		—		(30,175	)		19,034			—
ProFund VP Biotechnology		—			(203,386	)		—		—			(2,782	)		—
ProFund VP Bull		364,761			1,844,366			—		137,841			(54,648	)		—
ProFund VP Communication Services^†		—			34,021			—		—			(1,048	)		—
ProFund VP Consumer Discretionary^†		—			149,001			—		—			2,438			—
ProFund VP Consumer Staples^†		—			(4,883	)		—		—			2,550			—
ProFund VP Dow 30		—			27,755			—		—			1,061			—
ProFund VP Emerging Markets		—			161,207			—		—			32,338			—
ProFund VP Energy^†		—			33,459			—		—			(31,787	)		—
ProFund VP Financials		—			78,930			—		—			228			—
ProFund VP Health Care		—			(25,825	)		—		—			7,249			—
ProFund VP Industrials		—			90,982			—		—			(125	)		—
ProFund VP International		—			1,289,268			—		—			49,724			—
ProFund VP Internet		—			79,702			—		—			(2,386	)		—
ProFund VP Japan		2,142,128			9,185			—		396,411			2,423			—
ProFund VP Materials^†		—			(10,275	)		—		—			1,377			—
ProFund VP Mid-Cap		22,023			799,667			—		110,659			(68,565	)		—
ProFund VP Nasdaq-100		2,963,806			7,477,324			—		1,056,265			(237,716	)		—
ProFund VP Pharmaceuticals		—			(15,087	)		—		—			2,112			—
ProFund VP Precious Metals		—			(524,896	)		—		—			(142,864	)		—
ProFund VP Real Estate		—			22,288			—		—			642			—
ProFund VP Semiconductor		—			630,814			—		—			(7,321	)		—
ProFund VP Short Dow 30		—			(725	)		—		—			(25	)		—