Exhibit 23(d)(6)
WAIVER AND REIMBURSEMENT AGREEMENT
Agreement ("Agreement") dated as of the 15th day of December, 2000 by and
among The Commerce Funds ("Commerce"), a Delaware business trust and a
registered investment company under the Investment Company Act of 1940, as
amended and Commerce Bank, N.A. (the "Adviser"), a nationally-chartered bank
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.
BACKGROUND
The parties to this Agreement wish to provide for an undertaking by the
Adviser to limit investment advisory or other fees and/or reimburse expenses of
the portfolio of Commerce set forth on Exhibit A in order to improve the
performance of such portfolio.
AGREEMENT
THEREFORE, in consideration of the foregoing, the parties intending to be
legally bound hereby, agree as follows:
1. The Adviser shall, from the date of this Agreement until October 31,
2001, waive all or a portion of its investment advisory fees and/or reimburse
expenses in amounts necessary so that after such waivers and/or reimbursements,
the maximum total operating expense ratios of each class of the portfolio of
Commerce set forth on Exhibit A hereto shall not exceed the amounts set forth on
Exhibit A.
2. The Adviser acknowledges and agrees that it shall not be entitled to
collect on or make a claim for waived fees or reimbursed expenses that are the
subject of this Agreement at any time in the future.
3. This Agreement shall be governed by and construed under the laws of the
State of Delaware, without regard to its conflict of law provisions. This
Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE COMMERCE FUNDS COMMERCE BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx
Vice President Vice President
-2-
Exhibit A
The Commerce Funds
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Name of Portfolio Total Annual Operating Expenses
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Institutional Shares Service Shares
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Kansas Tax-Free Intermediate Bond Fund 0.65% 0.90%
