0001193125-23-266945 Sample Contracts

THE COMMERCE FUNDS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • October 31st, 2023 • Commerce Funds

This Amendment No. 1, dated as of the 15th day of August, 2023, between THE COMMERCE FUNDS, a Delaware Business Trust having its principal office and place of business at 1000 Walnut Street, Kansas City, Missouri (the “Trust”) and COMMERCE INVESTMENT ADVISORS, INC. (the “Advisor”), a corporation incorporated under the laws of Missouri and a wholly-owned subsidiary of COMMERCE BANK, N.A., a national bank organized under the laws of the United States;

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THIRD AMENDMENT TO AMENDED AND RESTATED ENHANCED ACCOUNTING AND ADMINISTRATIVE SERVICES AGREEMENT
Accounting and Administrative Services Agreement • October 31st, 2023 • Commerce Funds

This Amendment to the Amended and Restated Enhanced Accounting and Administrative Services Agreement (the “Amendment”) by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”) and The Commerce Funds, a Delaware statutory trust (the “Trust”) is dated and effective as of November 1, 2023.

Addendum No. 5 to Distribution Agreement
Distribution Agreement • October 31st, 2023 • Commerce Funds

This Addendum No. 5, dated as of the 15th day of August, 2023, between THE COMMERCE FUNDS, a Delaware Business Trust having its principal office and place of business at 1000 Walnut Street, Kansas City, Missouri 64106 (the “Trust”) and GOLDMAN, SACHS & CO., located at 200 West Street, New York, New York 10282 (the “Distributor”).

THE COMMERCE FUNDS ADVISORY AGREEMENT MidCap Value Fund
Advisory Agreement • October 31st, 2023 • Commerce Funds

This Agreement, dated August 15, 2023, between THE COMMERCE FUNDS, a Delaware business trust having its principal office and place of business at 1000 Walnut Street, Kansas City, MO (the “Trust”) and COMMERCE INVESTMENT ADVISORS, INC. (the “Advisor”), a corporation incorporated under the laws of Missouri and a wholly-owned subsidiary of COMMERCE BANK, N.A., a national bank organized under the laws of the United States;

WAIVER AND REIMBURSEMENT AGREEMENT
Waiver and Reimbursement Agreement • October 31st, 2023 • Commerce Funds

This Waiver and Reimbursement Agreement (“Agreement”) dated as of the 15th day of August, 2023 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 the MidCap Value Fund, a portfolio of Commerce, pursuant to the Advisory Agreement between the Adviser and Commerce dated as of August 15, 2023.

FORM OF AMENDMENT NO. 1 TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 31st, 2023 • Commerce Funds

This Amendment to the Transfer Agency and Service Agreement (the “Amendment”) by and between THE COMMERCE FUNDS, having its principal office and place of business at 1000 Walnut Street, Kansas City, Missouri 64106 (the “Trust”) and SS&C GLOBAL INVESTOR & DISTRIBUTION SOLUTIONS, INC. (formerly, DST ASSET MANAGER SOLUTIONS, INC.), a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169 (the “Transfer Agent”) is dated and effective as of August 15, 2023.

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CO-ADMINISTRATION AGREEMENT BY AND AMONG THE COMMERCE FUNDS, GOLDMAN SACHS ASSET MANAGEMENT AND COMMERCE INVESTMENT ADVISORS, INC.
Commerce Funds • October 31st, 2023

This Amendment is made as of August 15, 2023 by and among The Commerce Funds (the “Trust”), Goldman Sachs Asset Management (“GSAM”), a division of Goldman, Sachs & Co., and Commerce Investment Advisors, Inc. (“CIA” and, together with GSAM, the “Co-Administrators,” and each a “Co-Administrator”).

THE COMMERCE FUNDS
Commerce Funds • October 31st, 2023

Pursuant to Article 18 of the Custodian Contract by and between The Commerce Funds (the “Trust”) and State Street Bank and Trust Company (the “Custodian”) dated December 1, 1994, as previously amended on June 28, 2001 and February 8, 2019 (the “Contract”), the Trust hereby requests that you provide services, as set forth in Article 1 of the Contract, as Custodian to the newly established series of the Trust, the MidCap Value Fund (the “Fund”) as of November 1, 2023.

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