FORM OF AMENDED AND RESTATED WAIVER AND REIMBURSEMENT AGREEMENTWaiver and Reimbursement Agreement • July 8th, 2002 • Commerce Funds • Delaware
This Amended and Restated Waiver and Reimbursement Agreement (“Agreement”) dated as of the day of , 2002 by and between 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 Advisors, Inc. (the “Adviser”), a Missouri corporation 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.
THE COMMERCE FUNDS P.O. Box 16931 St. Louis, MO 63105Commerce Funds • July 8th, 2002
Pursuant to Article 10 of the Transfer Agency and Service Agreement by and between The Commerce Funds (the “Trust”) and State Street Bank and Trust Company dated December 1, 1994 (the “Agreement”), the Trust hereby requests that you provide services, as set forth in Article 1 of the Agreement, as transfer agent to each class of the Trust’s newly established Asset Allocation Fund, (the “Fund”) as of , 2002.
ADDENDUM NO. 3 TO ADVISORY AGREEMENTAdvisory Agreement • July 8th, 2002 • Commerce Funds
This Addendum No. 3, dated as of the day of , 2002, among COMMERCE INVESTMENT ADVISORS, INC., (the “Advisor”) with its principal offices and places of business in St. Louis, Missouri and Kansas City, Missouri, and THE COMMERCE FUNDS, a Delaware business trust having its principal office and place of business at 4900 Sears Tower, Chicago, Illinois (the “Trust”);
ADDENDUM NO. 3 TO ADMINISTRATION AGREEMENTAdministration Agreement • July 8th, 2002 • Commerce Funds
This Addendum No. 3, dated as of the day of , 2002, between THE COMMERCE FUNDS, a Delaware Business Trust having its principal office and place of business at 4900 Sears Tower, Chicago, IL (the “Trust”) and GOLDMAN SACHS ASSET MANAGEMENT, with its principal office and place of business in New York, New York (the “Administrator”);
PURCHASE AGREEMENTPurchase Agreement • July 8th, 2002 • Commerce Funds
The Commerce Funds (the “Trust”), a Delaware business trust, and Goldman, Sachs & Co. (“Goldman”), a New York General Partnership, hereby agree with each other as follows:
ADDENDUM NO. 3 TO DISTRIBUTION AGREEMENTDistribution Agreement • July 8th, 2002 • Commerce Funds
This Addendum No. 3, dated as of the day of , 2002, between THE COMMERCE FUNDS, a Delaware Business Trust having its principal office and place of business at 4900 Sears Tower, Chicago, Illinois (the “Trust”) and GOLDMAN, SACHS & CO., with its principal office and place of business in Chicago, Illinois (the “Distributor”);
AMENDED AND RESTATED WAIVER AND REIMBURSEMENT AGREEMENTWaiver and Reimbursement Agreement • July 8th, 2002 • Commerce Funds • Delaware
Amended and Restated Waiver and Reimbursement Agreement (“Agreement”) dated as of the day of , 2002 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 Goldman, Sachs & Co. (the “Administrator”), a New York limited partnership, through which Goldman Sachs Asset Management, a unit of the Investment Management Division of Goldman, Sachs & Co. serves as Administrator to each portfolio of Commerce pursuant to the Administration Agreement between the Administrator and Commerce dated as of March 8, 1994, as amended.
