THE COMMERCE FUNDS St. Louis, MO 63105 September 27, 2002

Exhibit (g)(5)

THE COMMERCE FUNDS

P.O. Box 16931

St. Louis, MO 63105

September 27, 2002

State Street Bank

One Heritage Drive, P3N

North Quincy, MA 02171

Ladies and Gentlemen:

Pursuant to Article 17 of the Custodian Contract by and between The Commerce Funds (the “Trust”) and State Street Bank and Trust Company dated December 1, 1994, as amended (the “Agreement”), the Trust hereby requests that you provide services, as set forth in Article 1 of the Agreement, as Custodian to each class of the Trust’s newly established Asset Allocation Fund (the “Fund”), as of September 27, 2002.

The parties hereby agree that all terms and conditions of the Agreement shall apply to the Fund.

Sincerely, THE COMMERCE FUNDS
By:		/s/    XXXXXXX X. XXXXXXXXX
		Name: Xxxxxxx X. Xxxxxxxxx Title:    Vice President

Accepted and Agreed: STATE STREET BANK AND TRUST COMPANY
By:		/s/    XXXXXX X. XXXXXX
		Name: Xxxxxx X. Xxxxxx Title:    Executive Vice President