Commerce Funds Sample Contracts

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THE COMMERCE FUNDS P.O. Box 16931 St. Louis, MO 63105 State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 Ladies and Gentlemen: Pursuant to Article 10 of the Transfer Agency and Service Agreement by and between The Commerce Funds...
Transfer Agency and Service Agreement • December 15th, 2000 • Commerce Funds

Pursuant to Article 10 of the Transfer Agency and Service Agreement by and between The Commerce Funds (the "Trust") and State Street Bank and Trust Company dated December 1, 1994 (the "Agreement"), the Trust hereby requests that you provide services, as set forth in Article 1 of the Agreement, as transfer agent to each class of the Trust's newly established Core Equity Fund and Kansas Tax-Free Intermediate Bond Fund, (the "Fund") as of December ____, 2000.

PURCHASE AGREEMENT
Purchase Agreement • December 15th, 2000 • Commerce Funds
THE COMMERCE FUNDS
Advisory Agreement • December 31st, 1997 • Commerce Funds
BACKGROUND
Waiver and Reimbursement Agreement • February 21st, 2001 • Commerce Funds • Delaware
AMENDED AND RESTATED CO-ADMINISTRATION AGREEMENT
Co-Administration Agreement • February 26th, 2015 • Commerce Funds • New York
PURCHASE AGREEMENT
Purchase Agreement • December 13th, 1996 • Commerce Funds
FORM OF AMENDED AND RESTATED WAIVER AND REIMBURSEMENT AGREEMENT
Waiver and Reimbursement Agreement • July 8th, 2002 • Commerce Funds • Delaware

This Amended and Restated Waiver and Reimbursement Agreement (“Agreement”) dated as of the day of , 2002 by and between The Commerce Funds (“Commerce”), a Delaware business trust and a registered investment company under the Investment Company Act of 1940, as amended, and Commerce Investment Advisors, Inc. (the “Adviser”), a Missouri corporation that serves as an investment adviser to each portfolio of Commerce pursuant to the Advisory Agreement between the Adviser and Commerce dated as of December 31, 1994, as amended.

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 26th, 2020 • Commerce Funds • Massachusetts

THIS AGREEMENT is made as of the 10th day of June 2019, and effective as of June 1, 2019, by and between THE COMMERCE FUNDS, having its principal office and place of business at 922 Walnut Street, Fourth Floor, Kansas City, Missouri 64106 (the “Fund”) and DST ASSET MANAGER SOLUTIONS, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953 (the “Transfer Agent”).

THE COMMERCE FUNDS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • October 31st, 2023 • Commerce Funds

This Amendment No. 1, dated as of the 15th day of August, 2023, between THE COMMERCE FUNDS, a Delaware Business Trust having its principal office and place of business at 1000 Walnut Street, Kansas City, Missouri (the “Trust”) and COMMERCE INVESTMENT ADVISORS, INC. (the “Advisor”), a corporation incorporated under the laws of Missouri and a wholly-owned subsidiary of COMMERCE BANK, N.A., a national bank organized under the laws of the United States;

ADDENDUM NO. 3 TO ADVISORY AGREEMENT
Advisory Agreement • July 8th, 2002 • Commerce Funds

This Addendum No. 3, dated as of the day of , 2002, among COMMERCE INVESTMENT ADVISORS, INC., (the “Advisor”) with its principal offices and places of business in St. Louis, Missouri and Kansas City, Missouri, and THE COMMERCE FUNDS, a Delaware business trust having its principal office and place of business at 4900 Sears Tower, Chicago, Illinois (the “Trust”);

AMENDMENT TO CUSTODIAN CONTRACT
Custodian Contract • February 26th, 2019 • Commerce Funds

This Amendment number two (“Amendment”) is made as of this 8th day of February 2019, between The Commerce Funds (the “Fund”) and State Street Bank and Trust Company (the “Custodian”). The Custodian and the Fund are parties to a Custodian Contract dated December 1, 1994, as previously amended on June 28, 2001 (the “Contract”). Capitalized terms in this Amendment without definition shall have the respective meanings given to them in the Contract. The parties desire to amend the Contract as set forth herein.

THIRD AMENDMENT TO AMENDED AND RESTATED ENHANCED ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
Enhanced Accounting and Administrative Services Agreement • October 31st, 2023 • Commerce Funds

This Amendment to the Amended and Restated Enhanced Accounting and Administrative Services Agreement (the “Amendment”) by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”) and The Commerce Funds, a Delaware statutory trust (the “Trust”) is dated and effective as of November 1, 2023.

AMENDED AND RETATED WAIVER AND REIMBURSEMENT AGREEMENT
Waiver and Reimbursement Agreement • February 25th, 2011 • Commerce Funds • Delaware

This Amended and Restated Waiver and Reimbursement Agreement (“Agreement”) dated as of the 22nd day of February, 2011 by and between The Commerce Funds (“Commerce”), a Delaware business trust and a registered investment company under the Investment Company Act of 1940, as amended, and Commerce Investment Advisors, Inc. (the “Adviser”), a Missouri corporation that serves as an investment adviser to each portfolio of Commerce pursuant to the Amended and Restated Advisory Agreement between the Adviser and Commerce dated as of November 18, 2010.

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AMENDED AND RESTATED CO-ADMINISTRATION AGREEMENT
Co-Administration Agreement • February 26th, 2020 • Commerce Funds • New York

This AGREEMENT is made as of February 20, 2020 by and among The Commerce Funds (the “Trust”), Goldman Sachs Asset Management (“GSAM”), a division of Goldman, Sachs & Co., and Commerce Investment Advisors, Inc. (“CIA” and, together with GSAM, the “Co-Administrators,” and each a “Co-Administrator”).

Addendum No. 5 to Distribution Agreement
Distribution Agreement • October 31st, 2023 • Commerce Funds

This Addendum No. 5, dated as of the 15th day of August, 2023, between THE COMMERCE FUNDS, a Delaware Business Trust having its principal office and place of business at 1000 Walnut Street, Kansas City, Missouri 64106 (the “Trust”) and GOLDMAN, SACHS & CO., located at 200 West Street, New York, New York 10282 (the “Distributor”).

AMENDED AND RESTATED WAIVER AND REIMBURSEMENT AGREEMENT
Waiver and Reimbursement Agreement • February 23rd, 2024 • Commerce Funds

This Amended and Restated Waiver and Reimbursement Agreement (“Agreement”) dated as of the 15th day of February, 2024 by and between The Commerce Funds (“Commerce”), a Delaware business trust and a registered investment company under the Investment Company Act of 1940, as amended, and Commerce Investment Advisors, Inc. (the “Adviser”), a Missouri corporation that serves as an investment adviser to each portfolio of Commerce, pursuant to the Amended and Restated Advisory Agreement between the Adviser and Commerce dated as of November 18, 2010, on behalf of the Bond, National Tax-Free Intermediate Bond, Missouri Tax-Free Intermediate Bond, Kansas Tax-Free Intermediate Bond, Short-Term Government, Growth, and Value Funds (“Commerce Funds”), and Advisory Agreement between the Adviser and Commerce dated as of August 15, 2023, on behalf of the MidCap Value Fund.

ADDENDUM NO. 3 TO ADMINISTRATION AGREEMENT
Administration Agreement • July 8th, 2002 • Commerce Funds

This Addendum No. 3, dated as of the day of , 2002, between THE COMMERCE FUNDS, a Delaware Business Trust having its principal office and place of business at 4900 Sears Tower, Chicago, IL (the “Trust”) and GOLDMAN SACHS ASSET MANAGEMENT, with its principal office and place of business in New York, New York (the “Administrator”);

Amendment No. 1 to Co-Administration Agreement
Co-Administration Agreement • February 27th, 2007 • Commerce Funds
THE COMMERCE FUNDS SUB-ADVISORY AGREEMENT INTERNATIONAL EQUITY FUND
Sub-Advisory Agreement • December 28th, 2005 • Commerce Funds • Missouri

AGREEMENT, dated as of September 19, 2005, among Commerce Investment Advisors, Inc. (the “Adviser”), and Alliance Capital Management L.P., a Delaware limited partnership with its principal office and place of business at 1345 Avenue of the Americas, New York, NY (“Sub-Adviser”);

Addendum No. 4
Distribution Agreement • February 26th, 2016 • Commerce Funds

This Addendum No. 4, dated as of the 25th day of August 2015, between THE COMMERCE FUNDS, a Delaware Business Trust having its principal office and place of business at 922 Walnut Street, Fourth Floor, Kansas City, Missouri 64106 (the “Trust”) and GOLDMAN, SACHS & CO., located at 200 West Street, New York, New York 10282 (the “Distributor”).

WAIVER AGREEMENT
Waiver Agreement • December 28th, 2005 • Commerce Funds • Delaware

This Waiver Agreement (“Agreement”) dated as of the 19th day of September, 2005 by and between Commerce Investments Advisors, Inc. (“Commerce”), the investment adviser to the International Equity Fund (the “Fund”) of The Commerce Funds, and Alliance Capital Management L.P. (the “Sub-Adviser”), which serves as the investment sub-adviser to the Fund pursuant to the Sub-Advisory Agreement (“Sub-Advisory Agreement”) between the Sub-Adviser and Commerce dated as of September 19, 2005, as amended.

PURCHASE AGREEMENT
Purchase Agreement • December 20th, 2002 • Commerce Funds

The Commerce Funds (the “Trust”), a Delaware business trust, and Goldman, Sachs & Co. (“Goldman”), a New York Limited Partnership, hereby agree with each other as follows:

AMENDED AND RESTATED WAIVER AND REIMBURSEMENT AGREEMENT
Waiver and Reimbursement Agreement • February 26th, 2016 • Commerce Funds • Delaware

This Amended and Restated Waiver and Reimbursement Agreement (“Agreement”) dated as of the 22nd day of January, 2016 by and between The Commerce Funds (“Commerce”), a Delaware business trust and a registered investment company under the Investment Company Act of 1940, as amended, and Commerce Investment Advisors, Inc. (the “Adviser”), a Missouri corporation that serves as an investment adviser to each portfolio of Commerce pursuant to the Amended and Restated Advisory Agreement between the Adviser and Commerce dated as of November 18, 2010.

AMENDED AND RESTATED WAIVER AND REIMBURSEMENT AGREEMENT
Waiver and Reimbursement Agreement • December 20th, 2002 • Commerce Funds • Delaware

This Amended and Restated Waiver and Reimbursement Agreement (“Agreement”) dated as of the 1st day of June, 2002 by and between The Commerce Funds (“Commerce”), a Delaware business trust and a registered investment company under the Investment Company Act of 1940, as amended, and Commerce Investment Advisors, Inc. (the “Adviser”), a Missouri corporation that serves as an investment adviser to each portfolio of Commerce pursuant to the Advisory Agreement between the Adviser and Commerce dated as of December 31, 1994, as amended.

THE COMMERCE FUNDS P.O. Box 16931 St. Louis, MO 63105
Transfer Agency and Service Agreement • July 8th, 2002 • Commerce Funds

Pursuant to Article 10 of the Transfer Agency and Service Agreement by and between The Commerce Funds (the “Trust”) and State Street Bank and Trust Company dated December 1, 1994 (the “Agreement”), the Trust hereby requests that you provide services, as set forth in Article 1 of the Agreement, as transfer agent to each class of the Trust’s newly established Asset Allocation Fund, (the “Fund”) as of , 2002.

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