0001193125-05-249645 Sample Contracts

CO-ADMINISTRATION AGREEMENT
Co-Administration Agreement • December 28th, 2005 • Commerce Funds • New York
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THE COMMERCE FUNDS SUB-ADVISORY AGREEMENT INTERNATIONAL EQUITY FUND
Sub-Advisory Agreement • December 28th, 2005 • Commerce Funds • Missouri

AGREEMENT, dated as of September 19, 2005, among Commerce Investment Advisors, Inc. (the “Adviser”), and Alliance Capital Management L.P., a Delaware limited partnership with its principal office and place of business at 1345 Avenue of the Americas, New York, NY (“Sub-Adviser”);

WAIVER AGREEMENT
Waiver Agreement • December 28th, 2005 • Commerce Funds • Delaware

This Waiver Agreement (“Agreement”) dated as of the 19th day of September, 2005 by and between Commerce Investments Advisors, Inc. (“Commerce”), the investment adviser to the International Equity Fund (the “Fund”) of The Commerce Funds, and Alliance Capital Management L.P. (the “Sub-Adviser”), which serves as the investment sub-adviser to the Fund pursuant to the Sub-Advisory Agreement (“Sub-Advisory Agreement”) between the Sub-Adviser and Commerce dated as of September 19, 2005, as amended.

WAIVER AND REIMBURSEMENT AGREEMENT
Waiver and Reimbursement Agreement • December 28th, 2005 • Commerce Funds • Delaware

This Amended and Restated Waiver and Reimbursement Agreement (“Agreement”) dated as of the 19th day of September, 2005 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 INTERIM SUB-ADVISORY AGREEMENT INTERNATIONAL EQUITY FUND
Sub-Advisory Agreement • December 28th, 2005 • Commerce Funds • Missouri

AGREEMENT, dated as of May 11, 2005, among Commerce Investment Advisors, Inc. (the “Adviser”), and Bank of Ireland Asset Management (U.S.) Limited, a corporation with its principal office and place of business at 75 Holly Hill Lane, Greenwich, CT 06830 (“Sub-Adviser”);

WAIVER AND REIMBURSEMENT AGREEMENT
Waiver and Reimbursement Agreement • December 28th, 2005 • Commerce Funds • Delaware

Waiver and Reimbursement Agreement (“Agreement”) dated as of the 1st day of March, 2005 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. (“CIA”). CIA serves as one of the co-administrators to each portfolio of Commerce pursuant to the Co-Administration Agreement dated as of March 1, 2005.

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