Exhibit (5)(c)
ADDENDUM NO. 1 TO ADVISORY AGREEMENT
This Addendum No. 1, dated as of the 28th day of February
1997, among COMMERCE BANK, N.A. (St. Louis), with its principal
office and place of business in St. Louis, Missouri, COMMERCE BANK,
N.A. (Kansas City), with its principal office and place of business
in Kansas City, Missouri (collectively, the "Advisor"), and THE
COMMERCE FUNDS, a Delaware Business Trust having its principal
office and place of business at 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx
(the "Trust");
WHEREAS, the Trust and the Advisor have entered into an
Advisory Agreement dated as of December 1, 1994 (the "Advisory
Agreement"), pursuant to which the Trust appointed the Advisor to
act as investment adviser to the Trust for its Short-Term
Government Fund, Bond Fund, Balanced Fund, Growth Fund, Aggressive
Growth Fund, International Equity Fund, National Tax-Free Bond Fund
and Missouri Tax-Free Bond Fund (each a "Fund");
WHEREAS, the Trust has notified the Advisor that it has
established a Growth and Income Fund and that it desires to retain
the Advisor to act as the investment adviser therefor, and the
Advisor has notified the Trust that it is willing to serve as
investment adviser for the Growth and Income Fund;
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Appointment. The Trust hereby appoints the Advisor to
act as investment adviser to the Trust for the Growth and Income
Fund for the period and on the terms set forth in the Advisory
Agreement. The Advisor hereby accepts such appointment and agrees
to render the services set forth in the Advisory Agreement for the
compensation herein provided.
2. Compensation. For the services provided and the expenses
assumed pursuant to the Advisory Agreement with respect to the
Growth and Income Fund, the Trust will pay the Advisor and the
Advisor will accept as full compensation therefor fees, computed
daily and paid monthly, based on the net assets of the Growth and
Income Fund considered at the following annual rate: .75% of 1% of
the Growth and Income Fund's average daily net assets.
3. Capitalized Terms. From and after the date hereof, the
term "Fund" as used in the Advisory Agreement shall be deemed to
include the Growth and Income Fund. Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them
in the Advisory Agreement.
4. Miscellaneous. Except to the extent supplemented hereby,
the Advisory Agreement shall remain unchanged and in full force and
effect and is hereby ratified and confirmed in all respects as
supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this
Addendum as of the date and year first above written.
THE COMMERCE FUNDS
By:/s/ Xxxx Xxxx, Xx.
Name:
Title:
COMMERCE BANK, N.A. (St. Louis)
By:/s/ Xxxx Xxxxxxxx
Name:
Title:
COMMERCE BANK, N.A. (Kansas City)
By:/s/ Xxxxxx Xxxxxxx
Name:
Title:
