U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
The Commerce Funds
4900 Sears Tower
Chicago, Illinois 60606
2. Name of each series or class of funds for which this notice is
filed:
The Short-Term Government Fund
The Bond Fund
The Balanced Fund
The Growth Fund
The Aggressive Growth Fund
The International Equity Fund
The National Tax-Free Bond Fund
The Missouri Tax-Free Bond Fund
3. Investment Company Act File Number: 811-8598
Securities Act File Number: 33-80996
4. Last day of fiscal year for which this notice is filed:
October 31, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
N/A
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
N/A
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9. Number and aggregate sale price of securities sold during the
fiscal year:
Fund Dollars Shares
---- ------- ------
Short-Term Government Fund $ 26,231,651 1,418,808
Bond Fund 86,173,201 4,524,624
Balanced Fund 32,288,795 1,423,976
Growth Fund 101,307,931 3,868,537
Aggressive Growth Fund 42,356,905 1,579,329
International Equity Fund 33,946,783 1,693,268
National Tax-Free Bond Fund 10,573,245 573,909
Missouri Tax-Free Bond Fund 10,518,021 576,724
Total $343,396,532 15,659,175
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
Fund Dollars Shares
---- ------- ------
Short-Term Government Fund $ 26,231,651 1,418,808
Bond Fund 86,173,201 4,524,624
Balanced Fund 32,288,795 1,423,976
Growth Fund 101,307,931 3,868,537
Aggressive Growth Fund 42,356,905 1,579,329
International Equity Fund 33,946,783 1,693,268
National Tax-Free Bond Fund 10,573,245 573,909
Missouri Tax-Free Bond Fund 10,518,021 576,724
Total $343,396,532 15,659,175
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
***Dollars and shares reinvested are included in securities
sold above
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $343,396,532
------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + N/A***
------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 149,572,466**
-------------
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + N/A
-------------
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv) (if applicable): $193,824,066
-------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/33 of 1%
-------------
(vii) Fee due (line (i) or line (v)
multiplied by line (vi)): $58,735
-------------
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CPR
202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commissioner's lockbox depository:
December 17, 1996
<PAGE>
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* Scott M. Gilman
------------------------------------
Scott M. Gilman, Vice President
------------------------------------
Dated: December 17, 1996
-------------------
*Please print the name and title of the signing officer below
the signature.
** Price of Number of
Shares Shares
Redeemed or Redeemed or
Fund Repurchased Repurchased
---- ----------- -----------
Short-Term Government Fund $(12,125,108) (656,586)
Bond Fund (31,110,483) (1,619,214)
Balanced Fund (15,860,466) (699,003)
Growth Fund (61,930,178) (2,393,934)
Aggressive Growth Fund (15,348,445) (566,313)
International Equity Fund (7,225,443) (359,077)
National Tax-Free Bond Fund (3,643,702) (197,928)
Missouri Tax-Free Bond Fund (2,328,641) (127,110)
Total $(149,572,466) (6,619,165)
DRINKER BIDDLE & REATH
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Telephone: (215) 988-2700
Telex: 834684
Fax: (215) 988-2757
December 17, 1996
The Commerce Funds
4900 Sears Tower
Chicago, IL 60606
Re: Rule 24f-2 Notice for The Commerce Funds
(Registration No. 33-80996)
----------------------------------------
Gentlemen:
We have acted as counsel for The Commerce Funds, a
Delaware business trust (the "Trust"), in connection with the
registration of units of beneficial interest in its Short-Term
Government Fund, Bond Fund, Balanced Fund, Growth Fund,
Aggressive Growth Fund, International Equity Fund, National Tax-
Free Bond Fund and Missouri Tax-Free Bond Fund, made definite in
number by the Rule 24f-2 Notice accompanying this opinion
(collectively, the "Shares") under the Securities Act of 1933, as
amended. The Trust is authorized to issue a unlimited number of
units of interest of each of the aforementioned Funds.
We have reviewed the Trust's Trust Instrument, its By-
Laws, resolutions adopted by its Board of Trustees and
shareholders, and such other legal and factual matters as we have
deemed appropriate.
This opinion is based exclusively on the Delaware
Business Trust Act and under the federal law of the United States
of America. We have relied on an opinion of Morris, Nichols,
Arsht & Tunnell, special Delaware counsel to the Trust, insofar
as our opinion below relates to matters arising under the laws of
the State of Delaware.
Based on foregoing, we are of the opinion that the
Shares were, once issued against payment therefor as described in
the Trust's prospectuses, validly issued, fully paid and non-
assessable by the Trust and that the holders of the Shares are
entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under
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the general corporation law of the State of Delaware (except that
we express no opinion as to such holders who are also Trustees of
the Trust).
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as part of the Trust's
Rule 24f-2 Notice.
Very truly yours,
/s/ Drinker Biddle & Reath
DRINKER BIDDLE & REATH
