Exhibit 23(h)(3)
ADDENDUM NO. 2 TO ADMINISTRATION AGREEMENT
This Addendum No. 2, dated as of the 15th day of December, 2000,
between THE COMMERCE FUNDS, a Delaware Business Trust having its principal
office and place of business at 0000 Xxxxx Xxxxx, Xxxxxxx, XX (the "Trust") and
XXXXXXX XXXXX ASSET MANAGEMENT, with its principal office and place of business
in New York, New York (the "Administrator");
WHEREAS, the Trust and the Administrator have entered into an
Administration Agreement dated as of November 8, 1994, as amended (the
"Administration Agreement"), pursuant to which the Trust appointed the
Administrator to act as the administrator to the Trust for its Short-Term
Government Fund, Bond Fund, Balanced Fund, Growth Fund, International Equity
Fund, MidCap Growth Fund, Value Fund, National Tax-Free Intermediate Bond Fund
and Missouri Tax-Free Intermediate Bond Fund, (each a "Fund");
WHEREAS, the Trust has notified the Administrator that it has
established a Core Equity Fund and Kansas Tax-Free Intermediate Bond Fund, and
that it desires to retain the Administrator to act as the administrator
therefor, and the Administrator has notified the Trust that it is willing to
serve as administrator for the Core Equity Fund and Kansas Tax-Free Intermediate
Bond Fund;
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment. The Trust hereby appoints the Administratorto act
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as administrator to the Trust for the Core Equity Fund and Kansas Tax-Free
Intermediate Bond Fund for the period and on the terms set forth in the
Administration Agreement. The Administrator hereby accepts such appointment and
agrees to render the services set forth in the Administration Agreement for the
compensation herein provided.
2. Compensation. For the services provided and the expenses
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assumed pursuant to the Administration Agreement with respect to the Core Equity
Fund and Kansas Tax-Free Intermediate Bond Fund, the Trust will pay the
Administrator and the Administrator will accept as full compensation therefor
fees, computed daily and paid monthly, based on the net assets of the Core
Equity Fund and Kansas Tax-Free Intermediate Bond Fund, considered at the
following annual rate: 0.15 of 1% of the Core Equity Fund and 0.15 of 1% of the
Kansas Tax-Free Intermediate Bond Fund's average daily net assets.
3. Capitalized Terms. From and after the date hereof, the term
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"Fund" as used in the Administration Agreement shall be deemed to include the
Core Equity Fund and Kansas Tax-Free Intermediate Bond Fund. Capitalized terms
used herein and not otherwise defined shall have the meanings ascribed to them
in the Administration Agreement.
4. Miscellaneous. Except to the extent supplemented hereby, the
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Administration Agreement shall remain unchanged and in full force and effect and
is hereby ratified and confirmed in all respects as supplemented hereby. This
Addendum No. 2 may be executed in any number of counterparts and by the parties
hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all the counterparts shall together constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of
the date and year first above written.
THE COMMERCE FUNDS
By:: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Vice President
XXXXXXX XXXXX ASSET MANAGEMENT
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Vice President
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