Exhibit 23(d)(5)
WAIVER AND REIMBURSEMENT AGREEMENT
Agreement ("Agreement") dated as of the 21st day of February, 2001 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 Investment Advisers, Inc., a Missouri corporation (the
"Adviser"), 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 or reimburse expenses of
each of the portfolios of Commerce set forth on Exhibits A and B hereto in order
to improve the performance of each such portfolio.
AGREEMENT
THEREFORE, in consideration of the foregoing, the parties intending to
be legally bound hereby, agree as follows:
1. During the term of this Agreement, the Adviser shall 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 the portfolios of Commerce set forth on Exhibit A
hereto shall not exceed the amounts set forth on Exhibit A.
2. During the term of this Agreement, the Adviser shall waive all or a
portion of its investment advisory fees so that after such waiver the maximum
investment advisory fee that the Adviser shall be entitled to receive for the
portfolio of Commerce set forth on Exhibit B hereto shall not exceed the amount
set forth on Exhibit B.
3. The initial term of this Agreement shall expire on October 31,
2001. Thereafter, this Agreement shall be renewed from year to year unless and
until either Commerce or the Adviser shall give notice of its election to
terminate this Agreement at least 30 day prior to the then-current term.
4. 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.
5. 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 INVESTMENT ADVISERS, INC.
By: /s/ Xxxxx Xxxxxxxx By: Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx
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Title: Vice President Title: President
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Exhibit A
The Commerce Funds
Name of Portfolio Total Annual Operating Expenses
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Institutional Shares Service Shares
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Balanced Fund 0.98% 1.23%
National Tax-Free Intermediate Bond Fund 0.70% 0.95%
Missouri Tax-Free Intermediate Bond Fund 0.65% 0.90%
Short-Term Government Fund 0.68% 0.93%
Kansas Tax-Free Intermediate Bond Fund 0.65% 0.90%
International Equity Fund 1.72% 1.97%
Exhibit B
The Commerce Funds
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Name of Portfolio Fee After Waiver
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International Equity Fund 0.94%
