<PAGE>
As filed with the Securities and Exchange Commission on August 30, 1996
Registration Nos. 33-80966
811-8598
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No. ____ [ ]
Post-Effective Amendment No. 3 [x]
----
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 4 [x]
----
____________________________
The Commerce Funds
(Exact Name of Registrant as Specified in Charter)
4900 Sears Tower
Chicago, IL 60606
(Address of Principal Executive Offices)
Registrant's Telephone Number:
800-621-2550
W. Bruce McConnel III, Esquire
Drinker Biddle & Reath
1100 Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on July 5, 1995 pursuant to paragraph (b)
[x] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
REGISTRANT HAS PREVIOUSLY FILED A DECLARATION OF INDEFINITE REGISTRATION OF ITS
SHARES OF BENEFICIAL INTEREST, PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED. REGISTRANT'S RULE 24f-2 NOTICE WITH RESPECT TO
THE COMMERCE 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 FOR THE FISCAL YEAR ENDED OCTOBER 31, 1995 WAS
FILED ON NOVEMBER 15, 1995.
<PAGE>
The purpose of this filing is to register a second class of shares,
known as Service Shares, in each of Registrant's Short-Term Government, Bond,
Balanced, Growth, Aggressive Growth and International Equity Funds.
Accordingly, the prospectuses and statement of additional for (i) the existing
class of shares in each of Registrant's Short-Term Government, Bond, Balanced,
Growth, Aggressive Growth and International Equity Funds, and (ii) Registrant's
National Tax-Free Bond and Missouri Tax-Free Bond Funds are not included in this
filing.
<PAGE>
THE COMMERCE FUNDS
SERVICE SHARES
OF THE
SHORT-TERM GOVERNMENT FUND
BOND FUND
BALANCED FUND
GROWTH FUND
AGGRESSIVE GROWTH FUND
INTERNATIONAL EQUITY FUND
CROSS REFERENCE SHEET
---------------------
Pursuant to Rule 485(a)
under the Securities Act of 1933
<TABLE>
<CAPTION>
Form N-1A Part A Item Number Prospectus Caption
- ---------------------------- ------------------
<S> <C> <C>
1. Cover Page......................................... Cover Page
2. Synopsis........................................... Summary of Expenses
3. Condensed Financial Information.................... Financial Highlights
4. General Description of Registrant.................. Cover Page; Investment
Objectives and Policies; The Business of The
Commerce Funds
5. Management of the Fund............................. The Business of The Commerce Funds; How to Buy
Service Shares; How to Sell Service Shares
5A. Management's Discussion of Fund Performance....... Not Applicable
6. Capital Stock and Other Securities................. How to Buy Service Shares; How to Sell Service Shares;
Dividend and Distribution Policies; Tax Information;
How Are Shares Priced?
7. Purchase of Securities Being Offered............... How to Buy Service Shares; How to Sell Service Shares
8. Redemption or Repurchase........................... How to Sell Service Shares
9. Pending Legal Proceedings.......................... Not Applicable
</TABLE>
<PAGE>
[LOGO] COMMERCE FUNDS TM
THE SHORT-TERM GOVERNMENT FUND
THE BOND FUND
THE BALANCED FUND
THE GROWTH FUND
THE AGGRESSIVE GROWTH FUND
THE INTERNATIONAL EQUITY FUND
November 1, 1996
Service Shares
<PAGE>
HOW CAN I CONTACT THE COMMERCE FUNDS?
To authorize the special features described in this prospectus or to obtain
additional information about The Commerce Funds, you may:
. Write to The Commerce Funds at:
The Commerce Funds
P.O. Box 16931
St. Louis, MO 63105; or
. Call The Commerce Funds transfer agent directly at 1-800-995-6365; or
. Call The Commerce Funds Shareowner Services at 1-800-305-2140; or
. Contact a registered investment representative at selected Commerce
Bank branches; or
. Contact your plan sponsor or account administrator for specific
information regarding your 401(k) or Investment Management Group
account.
<PAGE>
THE COMMERCE FUNDS
The Commerce Funds is an open-end, management investment company registered
under the Investment Company Act of 1940 (the "1940 Act"). The Commerce Funds
currently consists of eight investment portfolios, each of which has a
separate pool of assets with separate investment objectives and policies.
However, this Prospectus relates only to the offering of the Service Shares of
the Short-Term Government, Bond, Balanced, Growth, Aggressive Growth and
International Equity Funds (individually, a "Fund" and collectively, the
"Funds"). Each Fund is classified as a diversified investment portfolio under
the 1940 Act.
THE SHORT-TERM GOVERNMENT FUND seeks current income consistent with
preservation of principal. The Fund pursues this objective through investment
in short-term obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
THE BOND FUND seeks total return through current income and, secondarily,
capital appreciation. The Fund pursues this objective through investment in a
diversified portfolio of investment grade corporate debt obligations and
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
THE BALANCED FUND seeks total return through a balance of capital
appreciation and current income consistent with preservation of capital. The
Fund pursues this objective through investment in a diversified portfolio of
equity and fixed income securities.
THE GROWTH FUND seeks capital appreciation and secondarily, current income
and dividend growth potential. The Fund pursues this objective through
investment in a diversified portfolio of equity securities of companies with
the potential for above average growth in earnings and dividends.
THE AGGRESSIVE GROWTH FUND seeks long-term capital appreciation. The Fund
pursues this objective through investment in a diversified portfolio of equity
securities of companies with medium-sized market capitalizations and the
potential for above average earnings growth.
THE INTERNATIONAL EQUITY FUND seeks total return with an emphasis on growth
of capital. The Fund pursues this objective through investment in a
diversified portfolio of common stocks of established foreign companies.
Commerce Bank, N.A. (St. Louis) and Commerce Bank, N.A. (Kansas City) serve
as investment advisors to the Funds (together, the "Advisor"). Rowe Price-
Fleming International, Inc. serves as sub-investment advisor to the
International Equity Fund (the "Sub-Advisor").
This Prospectus contains information you should know about the Funds before
you invest. Please read it carefully and keep it for your future reference. It
contains your Shareowner Guide and a description of shareowner features. A
Statement of Additional Information (dated November 1, 1996) contains
additional information about the Funds. The Statement of Additional
Information has been filed with the Securities and Exchange Commission and is
incorporated by reference into this Prospectus. The Statement of Additional
Information is available without charge by writing to The Commerce Funds at
P.O. Box 16931, St. Louis, MO 63105 or by calling 1-800-305-2140.
<PAGE>
SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED,
ENDORSED OR OTHERWISE SUPPORTED BY, COMMERCE BANK, N.A. (ST. LOUIS), COMMERCE
BANK, N.A. (KANSAS CITY), THEIR PARENT OR AFFILIATES, AND THE SHARES ARE NOT
FEDERALLY INSURED OR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENTAL
AGENCY. AN INVESTMENT IN THE FUNDS INVOLVES INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
NOVEMBER 1, 1996
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY OF EXPENSES......................................................... 4
FINANCIAL HIGHLIGHTS........................................................ 6
INVESTMENT OBJECTIVES AND POLICIES.......................................... 8
Short-Term Government Fund................................................ 8
Bond Fund................................................................. 9
Balanced Fund............................................................. 11
Growth Fund............................................................... 13
Aggressive Growth Fund.................................................... 14
International Equity Fund................................................. 15
ADDITIONAL RISK CONSIDERATIONS.............................................. 17
OTHER INVESTMENT PRACTICES.................................................. 18
INVESTMENT RESTRICTIONS..................................................... 29
SHAREOWNER GUIDE............................................................ 30
HOW CAN I CONTACT THE COMMERCE FUNDS?..................................... 30
HOW TO BUY SERVICE SHARES................................................. 30
What Is The Minimum Investment For Each Fund?........................... 30
How Are Service Shares Priced?.......................................... 31
How Do I Buy Service Shares?............................................ 34
What Price Will I Receive When I Buy Service Shares?.................... 35
What Else Should I Know About Buying Service Shares?.................... 35
HOW TO SELL SERVICE SHARES................................................ 35
How Do I Sell My Service Shares?........................................ 35
What Price Will I Receive For Service Shares I Want To Sell?............ 37
How Quickly Can I Receive Proceeds From A Sale?......................... 37
What If I Want To Reinvest Sales Proceeds?.............................. 38
DIVIDEND AND DISTRIBUTION POLICIES........................................ 38
SHAREOWNER FEATURES AND PRIVILEGES........................................ 39
Can I Use The Funds In My Retirement Plan?.............................. 39
What Is Dollar Cost Averaging And How Can I Implement It?............... 40
Can I Exchange My Investment From One Commerce Fund To Another?......... 40
Can I Have Exchanges Made Automatically?................................ 41
Can I Reinvest Dividends From One Commerce Fund In Another?............. 41
How Do I Obtain Other Information About My Account?..................... 42
Can I Make Transactions By Telephone?................................... 42
Can I Arrange Automatic Withdrawals?.................................... 42
THE BUSINESS OF THE COMMERCE FUNDS.......................................... 43
Board of Trustees......................................................... 43
Service Providers......................................................... 43
Distribution Plan......................................................... 46
Shareholder Administrative Services Plan.................................. 47
Expenses.................................................................. 47
TAX INFORMATION............................................................. 48
HOW PERFORMANCE IS MEASURED................................................. 49
OTHER INFORMATION........................................................... 50
About the Commerce Funds.................................................. 50
Voting Rights............................................................. 50
Shareowner Reports........................................................ 51
Inquiries................................................................. 51
ACCOUNT APPLICATION FORM
</TABLE>
3
<PAGE>
SUMMARY OF EXPENSES
SERVICE SHARES
Expenses are one of several factors to consider when investing in a Fund.
SHAREOWNER TRANSACTION EXPENSES are charges you pay when buying or selling
shares. ANNUAL FUND OPERATING EXPENSES are paid out of a Fund's assets and
include fees for portfolio management, maintenance of shareowner accounts,
general Fund administration, accounting, custody and other services. Examples
based on the summary are also shown.
<TABLE>
<CAPTION>
SHORT-TERM AGGRESSIVE
GOVERNMENT BOND BALANCED GROWTH GROWTH INTERNATIONAL
FUND FUND FUND FUND FUND EQUITY FUND
---------- ---- -------- ------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
SHAREOWNER TRANSACTION
EXPENSES
Maximum Sales Charge
Imposed on Purchases
(as a percentage of
offering price)(1).... 3.50% 3.50% 3.50% 3.50% 3.50% 3.50%
Maximum Sales Charge
Imposed on Reinvested
Distributions......... None None None None None None
Deferred Sales Charge
Imposed on
Redemptions........... None None None None None None
Redemption Fees........ None None None None None None
Exchange Fees(2)....... None None None None None None
ANNUAL FUND OPERATING
EXPENSES
(as a percentage of
average daily net
assets)
Management Fees (after
fee waivers)(3)....... 0.30% 0.50% 0.75% 0.75% 0.75% 0.84%
Rule 12b-1 Fees........ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after
expense
reimbursements)(4).... 0.38% 0.38% 0.38% 0.38% 0.47% 0.88%
---- ---- ---- ---- ---- ----
Total Fund Operating
Expenses (after fee
waivers and expense
reimbursements)(5).... 0.93% 1.13% 1.38% 1.38% 1.47% 1.97%
==== ==== ==== ==== ==== ====
EXAMPLE: Assume a Fund's
annual return is 5% and
its expenses are the
same as those stated
above. For every $1,000
you invest, here's how
much you would pay in
total expenses if you
closed your account
after the number of
years indicated,
assuming deduction at
the time of purchase of
the maximum applicable
sales load and
redemption at the end
of each time period:
One Year............... $ 44 $ 46 $ 49 $ 49 $ 49 $ 54
Three Years............ $ 64 $ 70 $ 77 $ 77 $ 80 $ 95
Five Years............. $ 85 $ 95 $108 $108 $112 $138
Ten Years.............. $145 $168 $195 $195 $205 $257
</TABLE>
- --------
(1) Certain investors may not be charged a sales charge. See "Shareowner
Guide--When There is No Sales Charge."
(2) No charge is imposed on exchanges through the Automatic Exchange Feature
or for up to five exchanges made within a twelve month period. Additional
exchanges may be subject to a $5.00 fee.
(3) Without fee waivers by the Advisor, "Management Fees" would be charged at
an annual rate of .50%, 1.00% and 1.50%, respectively, of the average
daily net assets of the Short-Term Government, Balanced and International
Equity Funds, respectively.
(4) In addition to the fee waivers referred to in note 3, the Advisor intends
to voluntarily reimburse expenses during the current fiscal year to the
extent necessary for the Short-Term Government, Bond, Balanced, Growth and
International Equity Funds to maintain an annual expense ratio of not more
4
<PAGE>
than 0.93%, 1.13%, 1.38%, 1.38% and 1.97%, respectively, excluding interest,
taxes and extraordinary expenses. The Commerce Funds has adopted a
Shareholder Administrative Services Plan pursuant to which it may enter into
agreements with institutions under which they will render shareowner
administrative support services for their customers who beneficially own
Service Shares of the Funds in return for a fee of up to 0.25% per annum of
the value of such shares.
(5) Without such fee waivers and expense reimbursements, the "Total Fund
Operating Expenses" would be 1.40%, 1.71%, and 3.15% of the average daily
net assets of the Short-Term Government, Balanced and International Equity
Funds.
The above expense information is provided to help you understand the expenses
you would pay either directly (i.e., transaction expenses) or indirectly (i.e.,
annual operating expenses) as a shareowner in the Service Shares of the Funds.
The information with respect to the Short-Term Government, Bond, Balanced,
Growth, Aggressive Growth and International Equity Funds reflects the expenses
the Funds expect to incur during the current fiscal year. The expense
information included in the table and the hypothetical example above relates
only to Service Shares (the class being offered by this Prospectus) and should
not be considered as representative of past or future expenses. Investors
should be aware that, due to the distribution fees, a long-term shareowner in a
Fund may pay over time more than the economic equivalent of the maximum front-
end sales charge permitted under the rules of the National Association of
Securities Dealers, Inc. The Funds also offer Institutional Shares, which are
subject to different fees and expenses (which affect performance). Information
regarding Institutional Shares may be obtained from The Commerce Funds by
calling 1-800-305-2140. In addition, Service Organizations may charge their
clients account fees for providing account services in connection with their
clients' investments in Service Shares of The Commerce Funds. You should note
that any fees that are charged by The Commerce Funds' Advisor, their affiliates
or any other institutions directly to their customer accounts for services
related to an investment in the Funds are in addition to and not reflected in
the fees and expenses described above. If you purchase or redeem Service Shares
directly from The Commerce Funds Shareowner Services or an account
representative at a Commerce Bank branch, you may avoid these fees by following
the procedures described under "How To Buy Service Shares" on page 30 of this
Prospectus.
For more information about shareowner transaction expenses and The Commerce
Funds' operating expenses, see "Shareowner Guide" and "The Business of The
Commerce Funds."
- --------------------------------------------------------------------------------
THE EXAMPLES SHOWN ABOVE SHOULD NOT BE CONSIDERED REPRESENTATIONS OF FUTURE
INVESTMENT RETURN OR OPERATING EXPENSES. ACTUAL OPERATING EXPENSES AND
INVESTMENT RETURN MAY BE GREATER OR LESS THAN THOSE INDICATED. INFORMATION
ABOUT THE ACTUAL PERFORMANCE OF THE FUNDS IS CONTAINED IN THE COMMERCE FUNDS'
ANNUAL REPORT, WHICH MAY BE OBTAINED WITHOUT CHARGE BY CONTACTING THE COMMERCE
FUNDS AT THE ADDRESS OR TELEPHONE NUMBER INDICATED ON THE COVER
PAGE OF THIS PROSPECTUS.
- --------------------------------------------------------------------------------
5
<PAGE>
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
INSTITUTIONAL SHARES
The financial highlights presented below set forth certain information
concerning the investment results for the Institutional Shares (of the Fund
specified) of each Fund outstanding during the periods indicated. Prior to
November 1, 1996, the Funds offered only one class of shares. On that date,
the Funds began offering Institutional Shares to institutional investors as
described in a separate Prospectus and Service Shares to retail investors as
described in this Prospectus. The information for the period ended October 31,
1995 has been audited by KPMG Peat Marwick LLP, independent accountants for
the Funds, whose report thereon is contained in The Commerce Funds' Annual
Report. The following data with respect to an Institutional Share outstanding
during the period ended April 30, 1996 has been derived from unaudited
financial statements prepared by The Commerce Funds. This information should
be read in conjunction with the financial statements and related notes
incorporated by reference and attached to the Statement of Additional
Information. These reports also contain performance information and may be
obtained free of charge by contacting The Commerce Funds at the address or
telephone number on page 30 of this Prospectus. During the periods shown, the
Funds did not offer Service Shares. Actual investment results of the Service
Shares will be different.
<TABLE>
<CAPTION>
INCOME FROM DISTRIBUTIONS TO
INVESTMENT OPERATIONS SHAREHOLDERS
--------------------- ----------------------
NET
REALIZED
AND RATIO
UNREALIZED NET OF NET
NET ASSET GAIN FROM NET ASSET EXPENSES
VALUE, NET (LOSS) ON FROM NET REALIZED VALUE, TO AVERAGE
BEGINNING INVESTMENT INVEST- INVESTMENT GAIN ON END OF TOTAL NET
OF PERIOD INCOME MENTS (B) INCOME INVESTMENTS PERIOD RETURN (C) ASSETS (D)
--------- ---------- ---------- ---------- ----------- ------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SHORT-TERM GOVERNMENT FUND
- ---------------------------------------------------------------------------------------------------------------------------
Six months ended 4/30/96 (unaudited) $18.83 $0.55 ($0.29) ($0.55) ($0.22) $18.32 1.36% 0.68%
12/12/94(a) to
10/31/95 18.00 1.06 0.83 (1.06) -- 18.83 10.72 0.68
BOND FUND
- ---------------------------------------------------------------------------------------------------------------------------
Six months ended 4/30/96 (unaudited) 19.61 0.59 (0.58) (0.59) (0.26) 18.77 (0.02) 0.84
12/12/94(a) to
10/31/95 18.00 1.12 1.61 (1.12) -- 19.61 15.59 0.88
BALANCED FUND
- ---------------------------------------------------------------------------------------------------------------------------
Six months ended 4/30/96 (unaudited) 22.10 0.25 1.45 (0.25) (0.66) 22.89 7.82 1.13
12/12/94(a) to
10/31/95 18.00 0.59 4.06 (0.55) -- 22.10 26.14 1.13
- ----
</TABLE>
<TABLE>
<CAPTION>
RATIOS ASSUMING
NO WAIVER OF
FEES OR EXPENSE
REIMBURSEMENTS
---------------------
RATIO RATIO
OF NET RATIO OF NET
INVESTMENT NET OF INVESTMENT
INCOME AVERAGE ASSETS AT EXPENSES INCOME TO
TO AVERAGE PORTFOLIO COMMIS- END TO AVERAGE AVERAGE
NET TURNOVER SION OF PERIOD NET NET
ASSETS (D) RATE RATE (IN 000'S) ASSETS (D) ASSETS (D)
---------- --------- ------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Six months ended 4/30/96 (unaudited) 5.88% 0% -- $27,128 1.05% 5.51%
12/12/94(a) to
10/31/95 6.38 158 -- 20,211 1.14 5.92
- ------------------------------------------------------------------------------------------------------------------
Six months ended 4/30/96 (unaudited) 6.10 11 -- 115,068 0.84 6.10
12/12/94(a) to
10/31/95 6.64 58 -- 98,504 0.88 6.64
- ------------------------------------------------------------------------------------------------------------------
Six months ended 4/30/96 (unaudited) 2.30 23 $0.0835 58,454 1.41 2.02
12/12/94(a) to
10/31/95 3.28 59 -- 48,329 1.45 2.96
- ----
</TABLE>
(a) Commencement of operations.
(b) Includes the balancing effect of calculating per share amounts.
(c) Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of
the investment at the net asset value at the end of the period and no
sales charges. Total return would be reduced if sales charges were taken
into account.
(d) Annualized.
6
<PAGE>
<TABLE>
<CAPTION>
INCOME FROM DISTRIBUTIONS TO
INVESTMENT OPERATIONS SHAREHOLDERS
---------------------------------- ----------------------
NET
REALIZED AND
NET UNREALIZED
REALIZED GAIN ON
AND FOREIGN NET
NET ASSET NET UNREALIZED CURRENCY FROM NET ASSET
VALUE, INVESTMENT GAIN ON RELATED FROM NET REALIZED VALUE,
BEGINNING INCOME INVEST- TRANS- INVESTMENT GAIN ON END OF TOTAL
OF PERIOD (LOSS) MENTS (B) ACTIONS (B) INCOME INVESTMENTS PERIOD RETURN (C)
--------- ---------- ---------- ------------ ---------- ----------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GROWTH FUND
- -----------------------------------------------------------------------------------------------------------------------------
Six months ended 4/30/96 (unaudited) $24.68 $0.08 $2.76 -- ($0.08) ($1.13) $26.31 11.79%
12/12/94(a) to
10/31/95 18.00 0.15 6.68 -- (0.15) -- 24.68 38.06
AGGRESSIVE GROWTH FUND
- -----------------------------------------------------------------------------------------------------------------------------
Six months ended 4/30/96 (unaudited) 25.30 (0.01) 3.59 -- -- (0.68) 28.20 14.39
12/12/94(a) to
10/31/95 18.00 (0.04) 7.34 -- -- -- 25.30 40.56
INTERNATIONAL EQUITY FUND
- -----------------------------------------------------------------------------------------------------------------------------
Six months ended 4/30/96 (unaudited) 18.64 0.10 2.78 (0.56) (0.08) (0.07) 20.81 12.48
12/12/94(a) to
10/31/95 18.00 0.12 0.95 (0.40) (0.03) -- 18.64 3.73
- ----
</TABLE>
<TABLE>
<CAPTION>
RATIOS ASSUMING
NO WAIVER OF
FEES OR EXPENSE
REIMBURSEMENTS
---------------------
RATIO RATIO
OF NET OF NET
RATIO INVESTMENT RATIO INVESTMENT
OF NET INCOME NET OF INCOME
EXPENSES (LOSS) AVERAGE ASSETS AT EXPENSES (LOSS) TO
TO AVERAGE TO AVERAGE PORTFOLIO COMMIS- END TO AVERAGE AVERAGE
NET NET TURNOVER SION OF PERIOD NET NET
ASSETS (D) ASSETS (D) RATE RATE (IN 000'S) ASSETS (D) ASSETS (D)
---------- ---------- --------- ------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Six months ended 4/30/96 (unaudited) 1.08% 0.62% 15% $0.0768 $163,475 1.08% 0.62%
12/12/94(a) to
10/31/95 1.11 0.81 33 -- 141,735 1.11 0.81
- -----------------------------------------------------------------------------------------------------------------
Six months ended 4/30/96 (unaudited) 1.20 (0.20) 32% 0.0808 64,601 1.20 (0.20)
12/12/94(a) to
10/31/95 1.32 (0.29) 59 -- 41,665 1.32 (0.29)
- -----------------------------------------------------------------------------------------------------------------
Six months ended 4/30/96 (unaudited) 1.72 1.05 13% 0.0208 40,744 2.60 0.17
12/12/94(a) to
10/31/95 1.81 1.06 25 -- 21,014 3.50 (0.63)
</TABLE>
- ----
(a) Commencement of operations.
(b) Includes the balancing effect of calculating per share amounts.
(c) Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of
the investment at the net asset value at the end of the period and no
sales charges. Total return would be reduced if a sales charge were taken
into account.
(d) Annualized.
7
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objective and policies of each of the Funds are described
below. There is no assurance that any Fund will achieve its investment
objective. No Fund, by itself, constitutes a complete investment program.
Additional information regarding the investment objective, policies and
restrictions of each Fund are described in the Statement of Additional
Information.
The investment objective of a Fund may not be changed without the
affirmative vote of the holders of at least a majority of outstanding shares
of such Fund (as defined under "Other Information"). Except as noted below
under "Investment Limitations," a Fund's investment policies may be changed
without a vote of shareowners.
SHORT-TERM GOVERNMENT FUND
INVESTMENT OBJECTIVE
THE INVESTMENT OBJECTIVE OF THE SHORT-TERM GOVERNMENT FUND IS TO SEEK
CURRENT INCOME CONSISTENT WITH PRESERVATION OF PRINCIPAL. THE FUND PURSUES
THIS OBJECTIVE THROUGH INVESTMENT IN SHORT-TERM OBLIGATIONS ISSUED OR
GUARANTEED BY THE U.S. GOVERNMENT, ITS AGENCIES OR INSTRUMENTALITIES.
INVESTMENT STRATEGY
In pursuing its investment objective, the Fund will invest at least 65% of
its total assets in obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities, including U.S. Treasury bills, notes and
bonds ("U.S. Government Obligations"), with remaining maturities of five years
or less, and repurchase agreements with respect to such obligations.
The Fund may also purchase mortgage-backed securities which represent pools
of mortgage loans assembled for sale to investors by various governmental
agencies as well as private issuers. The average life of mortgage-backed
securities varies with the maturities of the underlying mortgage instruments.
The average life is likely to be substantially less than the original maturity
of the mortgage pools underlying the securities as the result of mortgage
prepayments. The rate of such prepayments, and accordingly the life of the
certificates, will be a function of current market rates and current
conditions in the relevant housing markets. Estimated average life will be
determined by the Advisor, and such securities may be purchased by the Fund if
the estimated average life is determined to be five years or less. See "Other
Investment Practices--Mortgage-Related Securities" below.
The Fund's dollar-weighted average maturity will not exceed three years. The
Fund may purchase U.S. Government Obligations and mortgage-backed securities
with stated maturities in excess of five years in an amount not to exceed 25%
of its total assets. In addition, U.S. Government Obligations with nominal
maturities in excess of five years that have variable or floating interest
rates or put features may be deemed to have remaining maturities of five years
or less and therefore to be permissible investments for the Fund.
See "Other Investment Practices" below for a description of other types of
securities in which the Fund may invest.
RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND
U.S. Government Obligations have historically involved little risk of loss
of principal if held to maturity. The Fund, however, will not necessarily hold
its securities to maturity. Generally, the market value of securities not held
to maturity can be expected to vary inversely to changes in prevailing
interest
8
<PAGE>
rates. See "Additional Risk Considerations--Risks Associated With Fixed Income
Investments." In addition, neither the U.S. Government, nor any agency or
instrumentality thereof, has guaranteed, sponsored or approved the Fund or its
shares.
Mortgage-backed securities may be subject to risks including price
volatility, liquidity and interest rate risk. The prices of such securities
may be inversely affected by changes in interest rates and prepayment of the
underlying mortgage collateral may result in a decreased rate of return. See
"Other Investment Practices--Mortgage-Related Securities" below.
BOND FUND
INVESTMENT OBJECTIVE
THE INVESTMENT OBJECTIVE OF THE BOND FUND IS TO SEEK TOTAL RETURN THROUGH
CURRENT INCOME AND SECONDARILY, CAPITAL APPRECIATION. THE FUND PURSUES THIS
OBJECTIVE THROUGH INVESTMENT IN A DIVERSIFIED PORTFOLIO OF INVESTMENT-GRADE
CORPORATE DEBT OBLIGATIONS AND OBLIGATIONS ISSUED OR GUARANTEED BY THE U.S.
GOVERNMENT, ITS AGENCIES OR INSTRUMENTALITIES.
INVESTMENT STRATEGY
In pursuing its investment objective, the Fund will invest, during normal
market conditions, at least 65% of its total assets in fixed income debt
securities rated at the time of purchase A- or better by Standard & Poor's
Ratings Group ("S&P") or Moody's Investors Service, Inc. ("Moody's") or, if
unrated, deemed by the Advisor to be comparable to instruments that are so
rated, including corporate debt obligations such as fixed and variable-rate
bonds, zero coupon bonds and debentures, obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities and money market
instruments. All of the fixed income securities acquired by the Fund other
than those subject to the 65% requirement described above will be rated
investment-grade at the time of purchase. For purposes of this investment
policy, investment-grade obligations are those rated at the time of purchase
AAA, AA, A or BBB by S&P, Aaa, Aa, A or Baa by Moody's or which are similarly
rated by another nationally recognized statistical rating organization
("NRSRO") (including Fitch Investors Service, Inc., Duff & Phelps, Thomson
BankWatch and IBCA) or are unrated but deemed by the Advisor to be comparable
in quality to instruments that are so rated. Except for temporary defensive
periods, the Fund's market weighted average credit rating will be at least AA-
/Aa3 as rated by S&P or Moody's, respectively, or the equivalent rating of
another NRSRO. Obligations rated BBB by S&P, Baa by Moody's or the equivalent
rating of another NRSRO are considered to have speculative characteristics and
are subject to greater credit and market risk than securities rated in the top
three investment-grade categories. Subsequent to their purchase by the Fund,
up to 5% of its portfolio securities may represent securities downgraded below
investment-grade or may be deemed by the Advisor to be no longer comparable to
investment-grade securities. The Advisor will consider such an event in
determining whether the Fund should continue to hold the security. See
Appendix A to the Statement of Additional Information for a description of
applicable debt ratings.
The Fund may invest up to 65% of its total assets in certain mortgage-backed
and asset-backed securities. Mortgage-backed securities represent pools of
mortgage loans assembled for sale to investors by various governmental
agencies as well as by private issuers. See "Other Investment Practices--
Mortgage-Related Securities" below. Asset-backed securities represent a
participation in, or are secured
9
<PAGE>
by or payable from, a stream of payments governed by particular assets. Such
securities may include motor vehicle installment purchase obligations, credit
card receivables and home equity loans. See "Other Investment Practices--
Asset-Backed Securities" below. The Fund may also invest in "stripped" and
convertible securities. See "Other Investment Practices--Stripped Securities"
and "Other Investment Practices--Convertible Securities" below.
Additionally, up to 20% of the total assets of the Fund may be invested
directly in debt obligations of foreign issuers. These obligations may include
obligations of foreign corporations as well as investments in obligations of
foreign governments and their political sub-divisions (which will be limited
to direct government obligations and government-guaranteed securities). The
Fund is also permitted to invest up to 20% of its total assets in obligations
issued by or on behalf of states, territories and possessions of the United
States, the District of Columbia and their authorities, agencies,
instrumentalities and political subdivisions ("Municipal Obligations"). The
purchase of Municipal Obligations may be advantageous when, as a result of
prevailing economic, regulatory or other circumstances, the yield of such
securities, on a pre-tax basis, is comparable to that of corporate obligations
or U.S. Government Obligations. See "Other Investment Practices--Municipal
Obligations" below.
In acquiring particular portfolio securities, the Advisor will consider,
among other things, historical yield relationships between corporate and
government bonds, intermarket yield relationships among various industry
sectors, current economic cycles and the creditworthiness of particular
issuers.
The Fund seeks to equal or exceed the return of the Lehman Brothers
Aggregate Bond Index (the "Aggregate Bond Index"). The Aggregate Bond Index is
a broad market-weighted index which encompasses three major classes of
investment-grade fixed income securities with maturities greater than one
year, including: U.S. Treasury securities, corporate bonds and mortgage-backed
securities. Although the Fund seeks to equal or exceed the return of the
Aggregate Bond Index, the Fund may invest a substantial portion of its assets
in securities that are not included in its benchmark index. The Fund is not,
therefore, an "index" fund, which typically holds only securities that are
included in the index it attempts to replicate.
Although the Fund has no restriction as to the maximum or minimum duration
of any individual security held by it, the Fund's average effective duration
will be within PLUS/MINUS 30% of the duration of the Aggregate Bond Index.
"Duration" is a term used by investment managers to express the average time to
receipt of expected cash flows (discounted to their present value) on a
particular fixed income instrument or a portfolio of instruments. Duration
takes into account the pattern of a security's cash flow over time, including
how cash flow is affected by prepayments and changes in interest rates. For
example, the duration of a five-year zero coupon bond which pays no interest or
principal until the maturity of the bond is five years. This is because a zero
coupon bond produces no cash flow until the maturity date. On the other hand, a
coupon bond that pays interest semiannually and matures in five years will have
a duration of less than five years, which reflects the semiannual cash flows
resulting from coupon payments. Duration also generally defines the effect of
interest rate changes on bond prices. Generally, if interest rates increase by
one percent, the value of a security having an effective duration of five years
would decrease in value by five percent.
See "Other Investment Practices" below for a description of other types of
securities in which the Fund may invest.
10
<PAGE>
RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND
Generally, the market value of fixed income securities is subject to
interest rate fluctuation and can be expected to vary inversely to changes in
the prevailing interest rates. Fixed income securities with longer maturities,
which tend to produce higher yields, are subject to potentially greater
capital appreciation and depreciation than obligations with shorter
maturities.
Investments in asset-backed securities may be subject to risks in addition
to those presented by mortgage-backed securities. Asset-backed securities are
dependent upon payment of the underlying loan or receivable and are generally
unsecured. Additional risks may include the prepayment of the underlying
collateral, liquidity and valuation. See "Other Investment Practices--Asset-
Backed Securities."
Because the Fund may invest in securities issued by foreign issuers, the
Fund may be subject to additional investment risks for those securities that
are different in some respects from those incurred by a Fund which invests
solely in securities of domestic U.S. issuers. Such risks include foreign
taxation, changes in currency rates or currency brokerage, currency exchange
costs and differences between domestic and foreign legal, auditing, brokerage
and economic standards. See "Additional Risk Considerations--Risks Associated
with Foreign Securities and Currencies."
See "Short-Term Government Fund--Risks Associated with an Investment in the
Fund" above for risks associated with investments in mortgage-backed
securities.
See "Additional Risk Considerations--Risks Associated with Fixed Income
Investments" below.
BALANCED FUND
INVESTMENT OBJECTIVE
THE INVESTMENT OBJECTIVE OF THE BALANCED FUND IS TO SEEK TOTAL RETURN
THROUGH A BALANCE OF CAPITAL APPRECIATION AND CURRENT INCOME CONSISTENT WITH
PRESERVATION OF CAPITAL. THE FUND PURSUES THIS OBJECTIVE THROUGH INVESTMENT IN
A DIVERSIFIED PORTFOLIO OF EQUITY SECURITIES, FIXED INCOME SECURITIES AND CASH
EQUIVALENTS.
INVESTMENT STRATEGY
Equity securities in which the Fund normally invests are common stocks,
preferred stocks, securities or bonds which are convertible into common or
preferred stocks and warrants. The Fund may also participate in rights
offerings. The Fund seeks to acquire equity securities of companies with
market capitalizations of over $200 million. (For further information
regarding equity securities in which the Fund may invest and the Fund's
policies regarding the selection of equity securities, see "Growth Fund--
Investment Strategy" below.)
Fixed income securities in which the Fund may invest include corporate debt
obligations such as fixed and variable-rate bonds, zero coupon bonds and
debentures, obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, "stripped" securities, convertible securities
and money market instruments. All of the fixed income securities acquired by
the Balanced Fund will be rated investment-grade at the time of purchase by
S&P, Moody's or another NRSRO or will be unrated but deemed by the Advisor to
be comparable in quality to instruments that are so rated. Obligations rated
11
<PAGE>
BBB by S&P, Baa by Moody's or the equivalent rating of another NRSRO are
considered to have speculative characteristics and are subject to greater
credit and market risk than securities rated in the top three investment-grade
categories. Except for temporary defensive periods, the Fund's market-weighted
average credit rating will be at least AA-/Aa3 as rated by S&P, Moody's or the
equivalent rating of another NRSRO. Subsequent to their purchase by the Fund,
up to 5% of the fixed income portion of its portfolio securities may represent
securities downgraded below investment-grade or may be deemed by the Advisor
to be no longer comparable to investment-grade securities. The Advisor will
consider such an event in determining whether the Fund should continue to hold
the security. (For further information regarding fixed income securities in
which the Fund may invest and the Fund's policies regarding the selection of
fixed income securities, see "Bond Fund--Investment Strategy" and "Bond Fund--
Risks Associated with an Investment in the Fund" above.)
The Fund may invest up to 65% of the fixed income portion of its portfolio
in certain mortgage-backed and asset-backed securities and is also permitted
to invest up to 20% of the fixed income portion of its portfolio in Municipal
Obligations.
Up to 20% of the fixed income portion of the Fund's portfolio may be
invested directly in debt obligations of foreign issuers. These obligations
may include obligations of foreign corporations as well as investments in
obligations of foreign governments and their political sub-divisions (which
will be limited to direct government obligations and government-guaranteed
securities).
Although equity securities acquired by the Balanced Fund will generally be
issued by U.S. issuers, the Fund may also invest up to 10% of the equity
portion of its portfolio in securities issued by foreign issuers either
directly or indirectly through investments in sponsored and unsponsored
American Depository Receipts ("ADRs"). ADRs are receipts issued by an American
bank or trust company evidencing ownership of underlying securities issued by
a foreign issuer. ADR prices are denominated in United States dollars while
the securities underlying an ADR are normally denominated in a foreign
currency.
The actual percentage of assets invested in equity and fixed income
securities will vary from time to time, depending on the judgment of the
Advisor. The Advisor will attempt to take advantage of changing economic
conditions by increasing or decreasing the ratio of equity securities to fixed
income securities or cash equivalents in the Fund. At least 25% of the Fund's
total assets will be invested in fixed income senior securities (including
cash equivalents, long-term debt securities and convertible debt securities
and convertible preferred stock to the extent their value is attributable to
their fixed income characteristics).
See "Other Investment Practices" below for a description of other types of
securities in which the Fund below may invest.
RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND
Because the Fund may invest in securities issued by foreign issuers, the
Fund may be subject to additional investment risks that are different in some
respects from those incurred by a Fund which invests solely in securities of
U.S. domestic issuers. Such risks include foreign taxation, changes in
currency rates or currency brokerage, currency exchange costs and differences
between domestic and foreign legal, auditing, brokerage and economic
standards. See "Additional Risk Considerations--Risks Associated with Foreign
Securities and Currencies" below.
12
<PAGE>
See "Short-Term Government Fund--Risks Associated with an Investment in the
Fund" above for risks associated with investments in mortgage-backed
securities.
See "Bond Fund--Risks Associated with an Investment in the Fund" above for
risks associated with investments in asset-backed and fixed income securities.
See "Additional Risk Considerations--Risks Associated with Fixed Income
Investments" below for information concerning other pertinent risks.
GROWTH FUND
INVESTMENT OBJECTIVE
THE INVESTMENT OBJECTIVE OF THE GROWTH FUND IS TO SEEK CAPITAL APPRECIATION
AND, SECONDARILY, CURRENT INCOME AND DIVIDEND GROWTH POTENTIAL. THE FUND
PURSUES THIS OBJECTIVE THROUGH INVESTMENT IN A DIVERSIFIED PORTFOLIO OF EQUITY
SECURITIES OF COMPANIES WITH THE POTENTIAL FOR ABOVE AVERAGE GROWTH IN
EARNINGS AND DIVIDENDS.
INVESTMENT STRATEGY
In pursuing its investment objective the Fund will invest, under normal
market conditions, at least 65% of its total assets in equity securities,
including common stocks, preferred stocks and securities convertible into
common stocks. The Advisor will seek to acquire stocks of companies that, in
the aggregate, will experience growth in sales, dividends or earnings per
share greater than the average of the companies comprising the Standard &
Poor's Composite Stock Price Index (the "S&P 500 Index"), an unmanaged Index
which emphasizes large capitalization companies. The Fund uses the S&P 500
Index as a benchmark for comparison because it represents roughly two-thirds
of the market value of all publicly traded common stocks in the United States
and is a widely accepted measure of common stock investment returns. Although
the Fund seeks to exceed the return of the S&P 500 Index, the Fund may invest
its assets in securities that are not included in this Index. The Fund is not,
therefore, an index fund which typically holds only securities that are
included in the index it attempts to replicate. The Fund will generally
acquire equity securities of companies with market capitalizations over $500
million. The Advisor anticipates that from time to time certain industry
sectors will not be represented in the Fund while other sectors will represent
a significant portion of invested assets.
In selecting stocks for the Fund, the Advisor employs a "bottom-up" security
analysis. "Bottom-up" security analysis refers to an analytical approach to
securities selection which first focuses on the company and company-related
matters as contrasted to a "top-down" analysis which first focuses on the
industry or the economy. The Advisor believes that a "bottom-up" approach is
more likely to identify attractive companies which might otherwise be
neglected or overlooked.
While emphasis will be placed on investments in equity securities, primarily
common stocks, the Fund may also invest in other types of equity securities,
including warrants and securities which are convertible into common or
preferred stocks and may participate in rights offerings. The Fund may also
invest, either directly or through investments in sponsored and unsponsored
ADRs, up to 10% of its total assets in the securities of foreign issuers. See
"Balance Fund--Investment Strategy" above for a description of ADRs.
13
<PAGE>
See "Other Investment Practices" below for a description of other types of
securities in which the Fund may invest.
RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND
Because the Fund may invest in securities issued by foreign issuers, it may
be subject to additional investment risks that are different in some respects
from those incurred by a fund which invests solely in securities of U.S.
domestic issuers. Such risks include foreign taxation, changes in currency
rates or currency brokerage, currency exchange costs and differences between
domestic and foreign legal, auditing, brokerage and economic standards. See
"Additional Risk Considerations--Risks Associated with Foreign Securities and
Currencies" below.
AGGRESSIVE GROWTH FUND
INVESTMENT OBJECTIVE
THE INVESTMENT OBJECTIVE OF THE AGGRESSIVE GROWTH FUND IS TO SEEK LONG-TERM
CAPITAL APPRECIATION. THE FUND PURSUES THIS OBJECTIVE THROUGH INVESTMENT IN A
DIVERSIFIED PORTFOLIO OF EQUITY SECURITIES OF COMPANIES WITH MEDIUM-SIZED
MARKET CAPITALIZATIONS AND THE POTENTIAL FOR ABOVE AVERAGE EARNINGS GROWTH.
INVESTMENT STRATEGY
In pursuing its investment objective the Fund will, under normal market
conditions, invest at least 65% of its total assets in equity securities,
including common stocks, warrants and securities convertible into common or
preferred stock. The Fund may also participate in rights offerings. The Fund
will generally acquire equity securities of companies with market
capitalizations between $200 million and $3 billion. The Advisor believes that
the companies in which the Fund may invest offer greater opportunity for
growth of capital than larger, more mature companies.
The Advisor selects common stocks of companies which, in its opinion, have
attractive fundamental financial characteristics. Such characteristics
include, as compared to the Standard & Poor's 400 Mid-Cap Index ("S&P Mid-Cap
Index"), market liquidity as measured by average daily trading volume,
profitability as measured by above average return on equity, and operating
consistency, as measured by above average earnings growth. The Advisor intends
to purchase securities of companies which, in its opinion, are the most
attractive in light of their expected earnings growth and relative valuation.
The S&P Mid-Cap Index is a capitalization-weighted index that measures the
performance of the mid-range sector of the U.S. stock market. Its median
market capitalization is approximately $700 million. Generally, the market
capitalization of companies measured by the S&P Mid-Cap Index will be between
$150 million and $6.5 billion. Although the Fund uses the S&P Mid-Cap Index as
a benchmark for weighing investments, it is not an "index" fund, which holds
only securities included on the index.
In selecting stocks for the Aggressive Growth Fund, the Advisor employs a
"bottom-up" security analysis, as described under "Growth Fund--Investment
Strategy" above.
The Fund may also invest up to 10% of its total assets in the securities of
foreign issuers either directly or through investments in sponsored and
unsponsored ADRs. See "Balanced Fund--Investment Strategy" above for a
description of ADRs.
14
<PAGE>
See "Other Investment Practices" below for a description of other types of
securities in which the Fund may invest.
RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND
The securities of smaller companies may be subject to more abrupt or erratic
market movements than larger, more established companies, both because such
securities are typically traded in lower volume and because the issuers
typically are subject to a greater degree to changes in earnings and
prospects. The Fund's net asset value per share may be subject to rapid and
substantial changes. Additionally, such securities may not be traded every day
or in the volume typical of trading on a national securities exchange. As a
result, the disposition by the Fund of portfolio securities, to meet
redemptions or otherwise, may require the Fund to sell these securities at a
discount from market prices, to sell during periods when such disposition is
not desirable, or to make many small sales over a lengthy period of time.
See "Additional Risk Considerations--Risks Associated with Foreign
Securities and Currencies" below for information concerning other pertinent
risks.
INTERNATIONAL EQUITY FUND
INVESTMENT OBJECTIVE
THE INVESTMENT OBJECTIVE OF THE INTERNATIONAL EQUITY FUND IS TO SEEK TOTAL
RETURN WITH AN EMPHASIS ON GROWTH OF CAPITAL. THE FUND PURSUES THIS OBJECTIVE
THROUGH INVESTMENT IN A DIVERSIFIED PORTFOLIO OF COMMON STOCKS OF ESTABLISHED
FOREIGN COMPANIES.
INVESTMENT STRATEGY
In pursuing its investment objective, the Fund will, under normal market
conditions, invest at least 65% of its total assets in common stocks of
established companies that conduct their principal activities or are domiciled
outside the United States or whose securities are traded on a foreign
exchange. The Fund may also invest in other types of securities, including
securities convertible into common stocks or preferred stocks, warrants and
bonds, notes and other debt securities of U.S. and foreign corporations and
governmental issuers. Under normal market conditions, the Fund will invest in
equity securities of companies in at least three different foreign countries.
Countries in which the Fund may invest include, but are not limited to:
Argentina, Australia, Austria, Bangladesh, Belgium, Botswana, Brazil, Canada,
Chile, China, Czech Republic, Denmark, Finland, France, Germany, Hong Kong,
Hungary, India, Israel, Italy, Japan, Jordan, Korea, Malaysia, Mexico, the
Netherlands, New Zealand, Norway, Portugal, Singapore, South Africa, Spain,
Sweden, Switzerland, Thailand and the United Kingdom. The Fund may invest in
developed as well as developing countries. The domicile or the location of the
principal activities of a company will be the country under whose laws the
company is organized, in which the principal trading market for the equity
securities issued by the company is located, or in which the company has over
half of its assets or derives over half of its revenues or profits.
The International Equity Fund may invest without limitation in securities of
foreign issuers in the form of sponsored and unsponsored ADRs and European
Depository Receipts ("EDRs"). EDRs are receipts issued by European financial
institutions evidencing the ownership of underlying securities issued by a
foreign issuer. EDR prices are generally denominated in foreign currencies as
are the securities underlying an EDR. See "Balanced Fund--Investment Strategy"
above for a description of ADRs.
15
<PAGE>
The International Equity Fund may also invest up to 10% of its total assets
in hybrid investments. These instruments, which are derivatives, combine the
characteristics of securities, futures and options. Generally, a hybrid
instrument will be a debt security, preferred stock, depository share, trust
certificate, certificate of deposit or other evidence of indebtedness on which
a portion of or all interest payments and/or the principal or stated amount
payable at maturity, redemption or retirement, is determined by reference to
prices or differences between prices of securities, currencies, intangibles,
goods, articles or commodities or by another objective index, economic factor
or other measure such as interest rates, currency exchange rates or other
indices. For example, the principal amount, redemption or conversion terms of
a security could be related to the market price of some commodity, currency or
securities index. Such securities may bear interest or pay dividends at below
market (or even relatively nominal) rates. Under certain conditions, the
redemption value of such an investment could be zero. Hybrids can have
volatile prices and limited liquidity and, accordingly, their use by the Fund
may not enhance investment return.
See "Other Investment Practices" below for a description of other types of
securities in which the Fund may invest.
RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND
Although investment in any mutual fund has certain inherent risks, an
investment in the International Equity Fund may have even greater risks than
investments in most other types of mutual funds. The International Equity Fund
may not be appropriate for an investor if the investor cannot bear financially
the loss of at least a significant portion of the investment. Investors should
understand that in addition to the International Equity Fund's volatile net
asset value per share, the expense ratios of the Fund can be expected to be
higher than those of Funds investing primarily in domestic securities. The
costs attributable to investing abroad are usually higher for several reasons,
such as the higher cost of investment research, higher cost of custody of
foreign securities, higher commissions paid on comparable transactions on
foreign markets and additional costs arising from delays in settlements of
transactions involving foreign securities.
The International Equity Fund may invest its assets in countries with
emerging economies or securities markets. These countries are located in the
Asia-Pacific region, Eastern Europe, Latin and South America and Africa.
Political and economic structures in many of such countries may be undergoing
significant evolution and rapid development, and such countries may lack the
social, political and economic stability characteristic of more developed
countries. Some of these countries may have failed in the past to recognize
private property rights and at times have nationalized or expropriated the
assets of private companies. As a result, the risks described above, including
the risks of nationalization or expropriation of assets, may be heightened. In
addition, unanticipated political or social developments may affect the value
of a Fund's investments in those countries and the availability of additional
investments in those countries. The small size and inexperience of the
securities markets in certain countries and the limited volume of trading in
securities in those countries may make the Fund's investments in such
countries illiquid and more volatile than investments in Japan or most Western
European countries. The Fund may also be required to establish special
custodial or other arrangements before making certain investments in those
countries. There may be little financial or accounting information available
with respect to issuers located in certain of such countries, and it may be
difficult as a result to assess the value or prospects of an investment in
such issuers.
16
<PAGE>
ADDITIONAL RISK CONSIDERATIONS
RISKS ASSOCIATED WITH FIXED INCOME INVESTMENTS
Generally, the market value of fixed income securities in the Funds can be
expected to vary inversely to changes in prevailing interest rates. Investors
should also recognize that, in periods of declining interest rates, the yields
of investment funds composed primarily of fixed income securities will tend to
be higher than prevailing market rates and, in periods of rising interest
rates, yields will tend to be somewhat lower. Zero coupon bonds are subject to
greater market fluctuations from changing interest rates than debt obligations
of comparable maturities which make current distributions of interest. Debt
securities with longer maturities, which tend to produce higher yields, are
subject to potentially greater capital appreciation and depreciation than
obligations with shorter maturities. Changes in the financial strength of an
issuer or changes in the ratings of any particular security may also affect
the value of these investments. Fluctuations in the market value of fixed
income securities subsequent to their acquisition will not affect cash income
from such securities but will be reflected in a Fund's net asset value.
RISKS ASSOCIATED WITH FOREIGN SECURITIES AND CURRENCIES
The International Equity Fund intends to invest primarily in the securities
of foreign issuers. In addition, as described above, the Bond, Balanced,
Growth and Aggressive Growth Funds also may invest a portion of their assets
in the securities of foreign issuers.
Investment in foreign securities involves special risks including market
risk, foreign currency risk, interest rate risk and the risks of investing in
securities of foreign issuers and of companies whose securities are
principally traded outside the United States. Market risk involves the
possibility that stock prices will decline over short or extended periods.
Stock markets tend to be cyclical, with alternate periods of generally rising
and generally declining prices. In addition, the performance of investments in
securities denominated in a foreign currency will depend on the strength of
the foreign currency against the U.S. dollar and the interest rate environment
in the country issuing the currency. Absent other events which could otherwise
affect the value of a foreign security (such as a change in the political
climate or an issuer's credit quality), appreciation in the value of the
foreign currency generally can be expected to increase the value of a foreign
currency-denominated security in terms of U.S. dollars. An increase in foreign
interest rates or a decline in the value of the foreign currency relative to
the U.S. dollar generally can be expected to depress the value of a foreign
currency-denominated security.
There are other risks and costs involved in investing in foreign securities
which are in addition to the usual risks inherent in domestic investments.
Investment in foreign securities involves higher costs than investment in U.S.
securities, including higher transaction and custody costs as well as the
imposition of additional taxes by foreign governments. Foreign investments
also involve risks associated with the level of currency exchange rates, less
complete financial information about the issuers, less market liquidity, more
market volatility and political instability. Future political and economic
developments, the possible imposition of withholding taxes, the possible
seizure or nationalization of foreign holdings, the possible establishment of
exchange controls, or the adoption of other governmental restrictions might
adversely affect an investment in foreign securities. Additionally, foreign
banks and foreign branches of domestic banks are subject to less stringent
reserve requirements, and to different accounting, auditing and recordkeeping
requirements.
17
<PAGE>
The Bond and Balanced Funds may invest in foreign debt or in the securities
of foreign governments. The risks of such investments include the risk that
foreign governments may default on their obligations, may not respect the
integrity of such debt, may attempt to renegotiate the debt at a lower rate
and may not honor investments by United States entities or citizens.
The Balanced, Growth, Aggressive Growth and International Equity Funds may
invest in ADRs, some of which may not be sponsored by the issuing institution.
A non-sponsored depository may not be required to disclose material
information that a sponsored depository would be required to provide under its
contractual relationship with the issuer. Accordingly, there may not be a
correlation between such information and the market value of such securities.
Although a Fund may invest in securities denominated in foreign currencies,
its portfolio securities and other assets are valued in U.S. dollars. Currency
exchange rates may fluctuate significantly over short periods of time causing,
together with other factors, a Fund's net asset value to fluctuate as well.
Currency exchange rates generally are determined by the forces of supply and
demand in the foreign exchange markets and the relative merits of investments
in different countries, actual or anticipated changes in interest rates and
other complex factors, as seen from an international perspective. Currency
exchange rates also may be affected unpredictably by the intervention or the
failure to intervene by U.S. or foreign governments or central banks, or by
currency controls or political developments in the U.S. or abroad. To the
extent that a Fund's total assets, adjusted to reflect the Fund's net position
after giving effect to currency transactions, are denominated in the
currencies of foreign countries, the Fund will be more susceptible to the risk
of adverse economic and political developments within those countries. In
addition, the respective net currency positions of the International Equity
Fund may expose it to risks independent of its securities positions. Although
the net long and short foreign currency exposure of the International Equity
Fund will not exceed its total asset value, to the extent that the Fund is
fully invested in foreign securities while also maintaining currency
positions, it may be exposed to greater risk than it would have if it did not
maintain the currency positions. The Funds investing in foreign securities are
also subject to the possible imposition of exchange control regulations or
freezes on convertibility of currency.
Dividends, capital gains and interest payable on a Fund's foreign portfolio
securities may be subject to foreign withholding taxes. To the extent such
taxes are not offset by credits or deductions allowed to investors under U.S.
federal income tax law, they may reduce the net return to the shareowners.
OTHER INVESTMENT PRACTICES
ZERO COUPON BONDS
Each Fund may acquire zero coupon bonds. Such obligations will not result in
the payment of interest until maturity and typically have greater price
volatility than coupon obligations. A Fund will accrue income on such
investments for tax and accounting purposes, as required, which is
distributable to shareowners and which, because no cash is received at the
time of accrual, may require the liquidation of other portfolio securities to
satisfy the Fund's distribution obligations. These actions may occur under
disadvantageous circumstances and may reduce a Fund's assets, thereby
increasing its expense ratio and decreasing its rate of return. Zero coupon
bonds are subject to greater market fluctuations from changing interest rates
than debt obligations of comparable maturities which make current
distributions of interest.
18
<PAGE>
U.S. GOVERNMENT OBLIGATIONS
Each Fund may invest in U.S. Government Obligations. Examples of the types
of U.S. Government Obligations which may be held by the Funds include, in
addition to U.S. Treasury bonds, notes and bills, the obligations of Federal
Home Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal
Housing Administration, Farmers Home Administration, Export-Import Bank of the
United States, Small Business Administration, Government National Mortgage
Association, Federal National Mortgage Association, General Services
Administration, Student Loan Marketing Association, Central Bank for
Cooperatives, Federal Home Loan Mortgage Corporation, Federal Intermediate
Credit Banks and Maritime Administration. Obligations of certain agencies and
instrumentalities of the U.S. Government, such as those of the Government
National Mortgage Association, are supported by the right of the issuer to
borrow from the Treasury, others, such as those of the Federal National
Mortgage Association, are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; still others, such as those
of the Student Loan Marketing Association, are supported only by the credit of
the instrumentality. No assurance can be given that the U.S. Government would
provide financial support to U.S. Government-sponsored instrumentalities if it
is not obligated to do so by law.
WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS
Each Fund may purchase securities on a "when-issued" basis and may purchase
or sell securities on a "forward commitment" basis. These transactions, which
involve a commitment by a Fund to purchase or sell particular securities with
payment and delivery taking place at a future date (perhaps one or two months
later), permit the Fund to lock in a price or yield on a security it owns or
intends to purchase, regardless of future changes in interest rates. When-
issued and forward commitment transactions involve the risk, however, that the
yield obtained in a transaction (and therefore the value of the security) may
be less favorable than the yield (and therefore the value of the security)
available in the market when the securities delivery takes place. A Fund is
required to hold and maintain in a segregated account until the settlement
date cash, U.S. Government securities or liquid, high grade debt obligations
in an amount sufficient to meet the purchase price. No Fund intends to engage
in when-issued purchases and forward commitments for speculative purposes.
INTEREST RATE SWAPS, MORTGAGE SWAPS, CAPS AND FLOORS
In order to hedge against fluctuations in interest rates, the Short-Term
Government, Bond and Balanced Funds may enter into interest rate swaps,
mortgage swaps and other types of swap agreements such as caps and floors.
Interest rate swaps involve the exchange by a Fund with another party of their
respective commitments to pay or receive interest, such as an exchange of
fixed rate payments for floating rate payments. Mortgage swaps are similar to
interest rate swaps in that they represent commitments to pay and receive
interest. The notional principal amount, however, is tied to a reference pool
or pools of mortgages. In a typical cap or floor agreement, one party agrees
to make payments only under specified circumstances, usually in return for
payment of a fee by the other party. For example, the buyer of an interest
rate cap obtains the right to receive payment to the extent that a specified
interest rate exceeds an agreed-upon level, while the seller of an interest
rate floor is obligated to make payments to the extent that a specified
interest rate falls below an agreed-upon level. Since interest rate swaps,
mortgage swaps, caps and floors are individually negotiated, a Fund expects to
achieve an acceptable degree of correlation between its portfolio investments
and its swap, cap and floor positions.
19
<PAGE>
A Fund will enter into interest rate and mortgage swaps only on a net basis,
which means that the two payment streams are netted out, with the Fund
receiving or paying, as the case may be, only the net amount of the two
payments. A Fund will maintain cash, U.S. Government securities and liquid,
high grade debt securities equal to the net amount, if any, of the excess of
the Fund's obligations over its entitlements with respect to swap transactions
in a segregated account with its custodian. Interest rate and mortgage swaps
do not involve the delivery of securities, other underlying assets or
principal. Accordingly, the risk of loss with respect to interest rate and
mortgage swaps is limited to the net amount of interest payments that a Fund
is contractually obligated to make. If the other party to an interest rate or
mortgage swap defaults, a Fund's risk of loss consists of the net amount of
interest payments that the Fund is contractually entitled to receive. To the
extent that the net amount of an interest rate or mortgage swap is held in a
segregated account consisting of cash, U.S. Government securities and liquid,
high-grade debt securities, the Funds and the Advisor believe that such swaps
will not constitute senior securities under the 1940 Act and, accordingly,
will not treat them as being subject to the Funds' borrowing restriction.
The use of interest rate swaps, mortgage swaps, caps and floors is a highly
specialized activity which involves investment techniques and risks different
from those associated with ordinary portfolio securities transactions. If the
Advisor is incorrect in its forecasts of market values and interest rates, the
investment performance of a Fund would be less favorable than it would have
been if these investment techniques were not used. The staff of the Securities
and Exchange Commission ("SEC") currently takes the position that swaps, caps
and floors are illiquid for purposes of a Fund's limitation on illiquid
securities.
MORTGAGE-RELATED SECURITIES
The Short-Term Government, Bond and Balanced Funds may invest in mortgage-
related securities. Purchasable mortgage-related securities are represented by
pools of mortgage loans assembled for sale to investors by various
governmental agencies such as the Government National Mortgage Association and
government-related organizations such as the Federal National Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"),
as well as by private issuers such as commercial banks, savings and loan
institutions, mortgage bankers and private mortgage insurance companies.
Although certain mortgage-related securities are guaranteed by a third party
or are otherwise similarly secured, the market value of the security, which
may fluctuate, is not so secured. If a Fund purchases a mortgage-related
security at a premium, that portion may be lost if there is a decline in the
market value of the security whether resulting from increases in interest
rates or prepayment of the underlying mortgage collateral. As with other
interest-bearing securities, the prices of such securities are inversely
affected by changes in interest rates. However, though the value of a
mortgage-related security may decline when interest rates rise, the converse
is not necessarily true because mortgages underlying securities are prone to
prepayment in periods of declining interest rates. For this and other reasons,
a mortgage-related security's maturity may be shortened by unscheduled
prepayments on underlying mortgages and, therefore, it is not possible to
accurately predict the security's return to a Fund. Mortgage-related
securities provide regular payments consisting of interest and principal. No
assurance can be given as to the return a Fund will receive when these amounts
are reinvested.
Mortgage-related securities acquired by a Fund may include collateralized
mortgage obligations ("CMOs"), a type of derivative, issued by FNMA, FHLMC or
other U.S. Government agencies or instrumentalities, as well as by private
issuers. CMOs provide an investor with a specified interest in the
20
<PAGE>
cash flow of a pool of underlying mortgages or other mortgage-related
securities. Issuers of CMOs frequently elect to be taxed as pass-through
entities known as real estate mortgage investment conduits ("REMICs"). CMOs
are issued in multiple classes, each with a specified fixed or floating
interest rate and a final distribution date. The relative payment rights of
the various CMO classes may be structured in many ways. Generally, payments of
principal are applied to the CMO classes in the order of their respective
stated maturities, so that no principal payments will be made on a CMO class
until all other classes having an earlier stated maturity date are paid in
full. Sometimes, however, CMO classes are "parallel pay," i.e. payments of
principal are made to two or more classes concurrently.
CMOs may involve additional risks other than those found in other types of
mortgage-related obligations. CMOs may exhibit more price volatility and
interest rate risk than other types of mortgage-related obligations. During
periods of rising interest rates, CMOs may lose their liquidity as CMO market
makers may choose not to repurchase, or may offer prices, based on current
market conditions, which are unacceptable to a Fund based on the Fund's
analysis of the market value of the security.
ASSET-BACKED SECURITIES
The Bond and Balanced Funds may purchase asset-backed securities issued by
either governmental or non-governmental entities which represent a
participation in, or are secured by and payable from, a stream of payments
generated by particular assets, most often a pool of assets similar to one
another. Primarily, these securities do not have the benefit of the same
security interest in the underlying collateral. Payment on asset-backed
securities of private issues is typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guaranty, or
subordination. Assets generating such payments will consist of such
instruments as motor vehicle installment purchase obligations, credit card
receivables and home equity loans. Each of these Funds may also invest in
other types of asset-backed securities that may be available in the future.
The yield characteristics of asset-backed securities differ from traditional
debt securities. A major difference is that the principal amount of the
obligations may be prepaid at any time because the underlying assets (i.e.,
loans) generally may be prepaid at any time. As a result, if an asset-backed
security is purchased at a premium, a prepayment rate that is faster than
expected will reduce yield to maturity, while a prepayment rate that is slower
than expected will have the opposite effect of increasing yield to maturity.
Conversely, if an asset-backed security is purchased at a discount, faster
than expected payments will increase, while slower than expected prepayments
will decrease, yield to maturity. In calculating the average weighted maturity
of a Fund, the maturity of asset-backed securities will be based on estimates
of average life.
Prepayments on asset-backed securities generally increase with falling
interest rates and decrease with rising interest rates. Furthermore,
prepayment rates are influenced by a variety of economic and social factors.
In general, the collateral supporting non-mortgage asset-backed securities is
of a shorter maturity than mortgage loans and is less likely to experience
substantial prepayments. Like other fixed income securities, when interest
rates rise the value of an asset-backed security generally will decline;
however, when interest rates decline, the value of an asset-backed security
with prepayment features may not increase as much as that of other fixed
income securities.
Asset-backed securities may involve certain risks that are not presented by
mortgage-backed securities arising primarily from the nature of the underlying
assets (i.e., credit card and automobile loan receivables as opposed to real
estate mortgages). Ultimately, asset-backed securities are dependent upon
21
<PAGE>
payment of the consumer loans or receivables by individuals, and the
certificate holder frequently has no recourse against the entity that
originated the loans or receivables. Credit card receivables are generally
unsecured and the debtors are entitled to the protection of a number of state
and federal consumer credit laws, many of which have given debtors the right
to set off certain amounts owed on the credit cards, thereby reducing the
balance due. In addition, default may require repossession of the personal
property of the debtor which may be difficult or impossible in some cases.
Most issuers of automobile receivables permit the servicers to return
possession of the underlying obligations. If the servicers were to sell these
obligations to another party, there is a risk that the purchaser would acquire
an interest superior to that of the holders of the related automobile
receivables. In addition, because of the number of vehicles involved in a
typical issuance and technical requirements under state law, the trustee for
the automobile receivables may not have an effective security interest in all
of the obligations backing such receivables. Therefore, there is a possibility
that recoveries of repossessed collateral may not, in some cases, be able to
support payments on these securities.
Asset-backed securities are relatively new instruments and may be subject to
greater risk of default during periods of economic downturn than other
instruments. Also, the secondary market for certain asset-backed securities
may not be as liquid as the market for other types of securities, which could
result in a Fund's experiencing difficulty in valuing or liquidating such
securities. In certain circumstances, asset-backed securities may be
considered illiquid securities subject to the percentage limitations described
below under "Illiquid Securities."
MORTGAGE DOLLAR ROLLS
The Short-Term Government, Bond and Balanced Funds may enter into mortgage
"dollar rolls" in which a Fund sells securities for delivery in the current
month and simultaneously contracts with the same counterparty to repurchase
similar (same type, coupon and maturity) but not identical securities on a
specified future date. A Fund gives up the right to receive principal and
interest paid on the securities sold. However, a Fund would benefit to the
extent of any difference between the price received for the securities sold
and the lower forward price for the future purchase (often referred to as the
"drop") or fee income plus the interest earned on the cash proceeds of the
securities sold until the settlement date of the forward purchase. Unless such
benefits exceed the income, capital appreciation, and gain or loss due to
mortgage prepayments that would have been realized on the securities sold as
part of the mortgage dollar roll, the use of this technique will diminish the
investment performance of a Fund. A Fund will hold and maintain in a
segregated account until the settlement date cash or liquid, high grade debt
securities in an amount equal to the forward purchase price. The benefits
derived from the use of mortgage dollar rolls may depend upon the Advisor's
ability to correctly predict mortgage prepayments and interest rates. There is
no assurance that mortgage dollar rolls can be successfully employed.
For financial reporting and tax purposes, each Fund proposes to treat
mortgage dollar rolls as two separate transactions; one transaction involving
the purchase of a security and a separate transaction involving a sale. No
Fund currently intends to enter into mortgage dollar rolls that are accounted
for as a financing.
STRIPPED SECURITIES
The Bond and Balanced Funds may invest in instruments known as "stripped"
securities. These instruments include U.S. Treasury bonds and notes and
federal agency obligations on which the
22
<PAGE>
unmatured interest coupons have been separated from the underlying obligation.
Such obligations are usually issued at a discount to their "face value," and
because of the manner in which principal and interest are returned may exhibit
greater price volatility than more conventional debt securities. The Funds may
invest in "interest only" stripped securities that have been issued by a
federal instrumentality known as the Resolution Funding Corporation and other
stripped securities issued or guaranteed by the U.S. Government, where the
principal and interest components are traded independently under the Separate
Trading of Registered Interest and Principal Securities program ("STRIPS").
Under STRIPS, the principal and interest components are individually numbered
and separately issued by the U.S. Treasury at the request of depository
financial institutions, which then trade the component parts independently.
Each of these Funds may also invest in instruments that have been stripped by
their holder, typically a custodian bank or investment brokerage firm, and
then resold in a custodian receipt program under names such as TIGRs and CATS.
Although stripped securities do not pay interest to their holders before
they mature, federal income tax rules require a Fund each year to recognize a
part of the discount attributable to a security as interest income. This
income must be distributed along with the other income a Fund earns. To the
extent shareowners request that they receive their dividends in cash rather
than reinvesting them, the money necessary to pay those dividends must come
from the assets of a Fund or from other sources such as proceeds from sales of
Fund shares and/or sales of portfolio securities. The cash so used would not
be available to purchase additional income-producing securities, and a Fund's
current income could ultimately be reduced as a result.
In addition, the Bond and Balanced Funds may purchase stripped mortgage-
backed securities ("SMBS") issued by the U.S. Government (or a U.S. Government
agency or instrumentality) or by private issuers such as banks and other
institutions. SMBS, in particular, may exhibit greater price volatility than
ordinary debt securities because of the manner in which their principal and
interest are returned to investors. If the underlying obligations experience
greater than anticipated prepayments of principal, a Fund may fail to fully
recoup its initial investment. The market value of the class consisting
entirely of principal payments can be extremely volatile in response to
changes in interest rates. The yields on a class of SMBS that receives all or
most of the interest are generally higher than prevailing market yields on
other mortgage-backed obligations because their cash flow patterns are also
volatile and there is a greater risk that the initial investment will not be
fully recouped. SMBS issued by the U.S. Government (or a U.S. Government
agency or instrumentality) may be considered liquid under guidelines
established by the Board of Trustees if they can be disposed of promptly in
the ordinary course of business at a value reasonably close to that used in
the calculation of a Fund's per share net asset value.
REPURCHASE AGREEMENTS
Each Fund may enter into repurchase agreements under which it buys a
security and obtains a simultaneous commitment from the seller to repurchase
the security at a specified time and price. The seller must maintain with a
Fund's custodian collateral equal to at least 100% of the repurchase price
including accrued interest as monitored daily by the Advisor. If the seller
under the repurchase agreement defaults, a Fund may incur a loss if the value
of the collateral securing the repurchase agreement has declined and may incur
disposition costs in connection with liquidating the collateral. If bankruptcy
proceedings are commenced with respect to the seller, liquidation of the
collateral by a Fund may be delayed or limited.
23
<PAGE>
REVERSE REPURCHASE AGREEMENTS
Each Fund may borrow money for temporary purposes by entering into
transactions called reverse repurchase agreements. Under these agreements a
Fund sells portfolio securities to a financial institution (such as a bank or
broker-dealer) and agrees to buy them back later at an agreed upon time and
price. When a Fund enters into a reverse repurchase agreement, it places in a
separate custodial account liquid assets or other high grade debt securities
that have a value equal to or greater than the repurchase price. The account
is then continuously monitored by the Advisor to make sure that an appropriate
value is maintained. Reverse repurchase agreements involve the risk that the
value of portfolio securities a Fund relinquishes may decline below the price
the Fund must pay on the repurchase date. A Fund will only enter into reverse
repurchase agreements to avoid the need to sell its securities to meet
redemption requests during unfavorable market conditions. As reverse
repurchase agreements are deemed to be borrowings by the SEC, each Fund is
required to maintain continuous asset coverage of 300%. Should the value of a
Fund's assets decline below 300% of borrowings, a Fund may be required to sell
portfolio securities within three days to reduce the Fund's debt and restore
300% asset coverage.
VARIABLE AND FLOATING RATE INSTRUMENTS
Instruments purchased by the Funds may include variable and floating rate
demand instruments issued by corporations, industrial development authorities
and governmental entities. Although variable and floating rate demand
instruments are frequently not rated by credit rating agencies, unrated
instruments purchased by a Fund will be determined to be of comparable quality
to rated instruments that may be purchased by the Fund. While there may be no
active secondary market with respect to a particular variable or floating rate
instrument purchased by a Fund, the Fund may, from time to time as specified
in the instrument, demand payment in full of the principal of the instrument
or may resell the instrument to a third party. The absence of such an active
secondary market, however, could make it difficult for a Fund to dispose of a
variable or floating rate demand instrument if the issuer defaulted on its
payment obligations or during periods that the Fund is not entitled to
exercise its demand rights, and the Fund could, for these or other reasons,
suffer a loss. Variable and floating rate instruments with no active secondary
market and with notice/termination dates in excess of seven days will be
included in the calculation of a Fund's illiquid assets.
SECURITIES ISSUED BY OTHER INVESTMENT COMPANIES
Each Fund may invest in securities issued by other investment companies
within the limits prescribed by the 1940 Act. Each Fund currently intends to
limit its investments so that, as determined immediately after a purchase is
made: (a) not more than 5% of the value of its total assets will be invested
in the securities of any one investment company; (b) not more than 10% of the
value of its total assets will be invested in the aggregate in securities of
investment companies as a group; (c) not more than 3% of the outstanding
voting stock of any one investment company will be owned by the Fund; and (d)
not more than 10% of the outstanding voting stock of any one investment
company will be owned in the aggregate by the Fund and other investment
companies advised by the Advisor, or any affiliate of Commerce Bancshares,
Inc. As a shareowner of another investment company, a Fund would bear, along
with other shareowners, its pro rata portion of the expenses of such other
investment company, including advisory fees. These expenses would be in
addition to the advisory and other expenses that a Fund bears directly in
connection with its own operations and may represent a duplication of fees to
shareowners of the Fund.
24
<PAGE>
ILLIQUID SECURITIES
Each Fund may invest up to 15% of the value of its net assets in illiquid
securities, including securities having legal or contractual restrictions on
resale or no readily available market (including repurchase agreements,
variable and floating rate instruments and time deposits with
notice/termination dates in excess of seven days, SMBS issued by private
issuers, interest rate and currency swaps and certain securities which are
subject to trading restrictions because they are not registered under the
Securities Act of 1933 (the "1933 Act")).
If otherwise consistent with its investment objective and policies, each
Fund may purchase commercial paper issued pursuant to Section 4(2) of the 1933
Act and securities that are not registered under the 1933 Act but can be sold
to "qualified institutional buyers" in accordance with Rule 144A under the
1933 Act. These securities will not be considered illiquid so long as the
Advisor determines, under guidelines approved by the Board of Trustees, that
an adequate trading market exists. A Fund's investment in Rule 144A securities
could increase the level of illiquidity during any period that qualified
institutional buyers become uninterested in purchasing these securities. The
ability to sell to qualified institutional buyers under Rule 144A is a
relatively recent development and it is not possible to predict how this
market will develop.
SECURITIES LENDING
To increase return on portfolio securities, each Fund may lend its
securities to broker/dealers and other institutional investors pursuant to
agreements requiring that the loans be continuously secured by collateral
equal at all times in value to at least the market value of the securities
loaned. Such loans will not be made if, as a result, the aggregate of all
outstanding loans exceeds 33 1/3% of the value of a Fund's total assets. There
may be risks of delay in receiving additional collateral or in recovering the
securities loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially. However, loans are made only to
borrowers deemed by the Advisor to be of good standing and when, in its
judgment, the income to be earned from the loan justifies the attendant risks.
OPTIONS AND FUTURES CONTRACTS
Each Fund may purchase put and call options and may write covered call and
secured put options which will be listed on a national securities exchange and
issued by the Options Clearing Corporation. Such options may relate to
particular securities, and various stock indexes or currencies. The Bond,
Balanced, Growth, Aggressive Growth and International Equity Funds may also
invest in futures contracts and options on futures, index futures contracts or
interest rate futures contracts, as applicable for hedging purposes or to seek
to increase total return. The International Equity Fund may also invest in
currency futures contracts. A Fund may not purchase or sell futures contracts
or options on futures contracts to increase total return unless immediately
after any such transaction the aggregate amount of premiums paid for put
options and the amount of margin deposits on its existing futures positions do
not exceed 5% of the total assets of the Fund. Purchasing options is a
specialized investment technique that may entail the risk of a complete loss
of the amounts paid as premiums to the writer of the option.
Writing a covered call option means that a Fund owns or has the right to
acquire the underlying security subject to call at the stated exercise price
at all times during the option period. Writing a secured put option means that
a Fund maintains in a segregated account with its custodian cash or U.S.
25
<PAGE>
Government securities in an amount not less than the exercise price of the
option at all times during the option period. In order to close out these
types of option positions, a Fund will be required to enter into a "closing
purchase transaction"--the purchase of a call or put option (depending upon
the position being closed out) on the same security with the same exercise
price and expiration date as the option that it previously wrote. The
aggregate value of securities subject to options written by the Bond, Balanced
and International Equity Funds will not exceed 5% of the respective Fund's
total assets. The aggregate value of securities subject to options written by
the Growth and Aggressive Growth Funds will not exceed 25% of the respective
Fund's total assets.
By writing a covered call option, a Fund forgoes the opportunity to profit
from an increase in the market price of the underlying security above its
exercise price except insofar as the premium represents such a profit, and it
is not able to sell the underlying security until the option expires or is
exercised or a Fund effects a closing purchase transaction by purchasing an
option of the same series. If a Fund writes a secured put option, it assumes
the risk of loss should the market value of the underlying security decline
below the exercise price of the option. The use of covered call and secured
put options will not be a primary investment technique of any Fund, and they
are expected to be used infrequently. If the Advisor is incorrect in its
forecast for the underlying security or other factors when writing the
foregoing options, a Fund would be in a worse position than it would have been
had the foregoing investment techniques not been used.
In contrast to an option on a particular security, an option on an index
provides the holder with the right to make or receive a cash settlement upon
exercise of the option. The amount of this settlement will be equal to the
difference between the closing price of the index at the time of exercise and
the exercise price of the option expressed in dollars, times a specified
multiple.
To enter into a futures contract, a Fund must make a deposit of initial
margin with its custodian in a segregated account in the name of its futures
broker. Subsequent payments to or from the broker, called variation margin,
will be made on a daily basis as the price of the underlying security or index
fluctuates, making the long and short positions in the futures contracts more
or less valuable.
The risks related to the use of options and futures contracts include: (i)
the correlation between movements in the market price of the portfolio
investments (held or intended for purchase) being hedged and in the price of
the futures contract or option may be imperfect; (ii) possible lack of a
liquid secondary market for closing out options or futures positions; (iii)
the need for additional fund management skills and techniques; and (iv) losses
due to unanticipated market movements. Successful use of options and futures
by a Fund is subject to the Advisor's ability to correctly predict movements
in the direction of stock prices, interest rates and other economic factors.
For example, if a Fund uses futures contracts as a hedge against the
possibility of a decline in the market adversely affecting securities held by
it and securities prices increase instead, the Fund will lose part or all of
the benefit of the increased value of its securities which it has hedged
because it will have approximately equal offsetting losses in its futures
positions. The risk of loss in trading futures contracts in some strategies
can be substantial and is potentially unlimited, due both to the low margin
deposits required, and the extremely high degree of leverage involved in
futures pricing. As a result, a relatively small price movement in a futures
contract may result in immediate and substantial loss or gain to a Fund. Thus,
a purchase or sale of a futures contract may result in losses or gains in
excess of the amount invested in the contract.
For additional information and a description of the risks relating to option
and futures contract trading practices, see the Statement of Additional
Information.
26
<PAGE>
FORWARD CURRENCY EXCHANGE CONTRACTS
The International Equity Fund may enter into forward currency exchange
contracts in an effort to hedge all or any portion of its portfolio positions.
Specifically, foreign currency contracts may be used for this purpose to
reduce the level of volatility caused by changes in foreign currency exchange
rates or when such transactions are economically appropriate for the reduction
of risks in the ongoing management of the Fund. The Fund may also enter into
foreign currency exchange contracts to seek to increase total return when the
Advisor anticipates that a foreign currency will appreciate or depreciate in
value, but securities denominated in that currency do not present attractive
investment opportunities and are not held by the Fund. In addition, the
International Equity Fund may engage in cross-hedging by using forward
contracts in one currency to hedge against fluctuations in the value of
securities denominated in a different currency if the Advisor believes that
there is a pattern of correlation between the two currencies. A forward
currency exchange contract is an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of
contract. Although the contracts may be used to minimize the risk of loss due
to a decline in the value of the hedged currency, at the same time they tend
to limit any potential gain that might be realized should the value of such
currency increase. In connection with its forward currency exchange contracts,
the Fund will create a segregated account of liquid assets, such as cash, U.S.
Government securities or other liquid high grade obligations, or will
otherwise cover its position in accordance with applicable requirements of the
SEC.
CONVERTIBLE SECURITIES
The Bond, Balanced, Growth, Aggressive Growth and International Equity Funds
may invest in convertible securities, including bonds, notes and preferred
stock, that may be converted into common stock either at a stated price or
within a specified period of time. With investment in convertible securities,
a Fund may be looking for the opportunity, through the conversion feature, to
participate in the capital appreciation of the common stock into which the
securities are convertible, while earning higher current income than is
available from alternative investments.
MUNICIPAL OBLIGATIONS
The Bond and Balanced Funds may invest in Municipal Obligations from time to
time when the yield spread between taxable corporate and municipal obligations
is deemed by the Advisor to be advantageous. The two principal classifications
of Municipal Obligations which may be held by the Funds are "general
obligation" securities and "revenue" securities. General obligation securities
are secured by the issuer's pledge of its full faith, credit and taxing power
for the payment of principal and interest. Revenue securities are payable only
from the revenues derived from a particular facility or class of facilities
or, in some cases, from the proceeds of a special excise tax or other specific
revenue source such as the issuer of the facility being financed. Private
activity bonds (e.g., bonds issued by industrial development authorities) that
are issued by or on behalf of public authorities to finance various privately-
operated facilities are included within the term "Municipal Obligations" if
the interest paid thereon is exempt from regular federal income tax. Private
activity bonds are in most cases revenue securities and are not payable from
the unrestricted revenues of the issuer. The credit quality of such bonds is
usually directly related to the credit standing of the corporate user of the
facility involved.
27
<PAGE>
Each of these Funds may also hold "moral obligation" securities, which are
normally issued by special purpose public authorities. If the issuer of moral
obligation securities is unable to meet its debt service obligations from
current revenues, it may draw on a reserve fund, the restoration of which is a
moral commitment but not a legal obligation of the state or municipality which
created the issuer.
Further, each of these Funds may purchase Municipal Obligations known as
"certificates of participation" which represent undivided proportional
interests in lease payments by a governmental or non-profit entity. The lease
payments and other rights under the lease provide for and secure the payments
on the certificates. Lease obligations may be limited by applicable municipal
charter provisions or the nature of the appropriation for the lease. In
particular, lease obligations may be subject to periodic appropriation. If the
entity does not appropriate funds for future lease payments, the entity cannot
be compelled to make such payments. Furthermore, a lease may or may not
provide that the certificate trustee can accelerate lease obligations upon
default. If the trustee could not accelerate lease obligations upon default,
the trustee would only be able to enforce lease payments as they became due.
In the event of a default or failure of appropriation, it is unlikely that the
trustee would be able to obtain an acceptable substitute source of payment.
Certificates of participation are generally subject to redemption by the
issuing municipal entity under specified circumstances. If a specified event
occurs, a certificate is callable at par either at any interest payment date
or, in some cases, at any time. As a result, certificates of participation are
not as liquid or marketable as other types of Municipal Obligations.
TEMPORARY INVESTMENTS
Each Fund may assume a temporary defensive position at times when the
Advisor believes such a position is warranted by uncertain or unusual market
conditions. Such a position would allow a Fund to deviate from its fundamental
and non-fundamental policies. Each Fund may invest for temporary defensive
purposes up to 100% of its total assets in cash or cash equivalent short-term
obligations including "money market instruments," a term which includes, among
other things, bank obligations, commercial paper and notes, U.S. Government
Obligations, foreign government securities (if permitted) and repurchase
agreements.
Bank obligations include bankers' acceptances, negotiable certificates of
deposit and non-negotiable time deposits, including U.S. dollar-denominated
instruments issued or supported by the credit of U.S. or foreign banks or
savings institutions. Bank obligations also include obligations of foreign
banks or foreign branches of U.S. banks. All investments in bank obligations
are limited to the obligations of financial institutions having more than $1
billion in total assets at the time of purchase.
The International Equity Fund may also hold foreign or domestic money market
instruments and debt securities rated at the time of purchase in one of the
three highest investment-grade categories by Moody's, S&P or another NRSRO.
The Fund does not intend to purchase unrated debt obligations. In the event
that the rating of any security held by the Fund falls below the required
rating, the Sub-Advisor will dispose of the security unless it appears this
would be disadvantageous to the Fund.
PORTFOLIO TURNOVER
Each Fund may sell a portfolio investment soon after its acquisition if the
Advisor believes that such a disposition is consistent with attaining the
Fund's investment objective. Portfolio investments may be sold for a variety
of reasons, such as a more favorable investment opportunity or other
circumstances bearing on the desirability of continuing to hold such
investments.
28
<PAGE>
A high rate of portfolio turnover (100% or more) involves correspondingly
greater brokerage commission expenses and other transaction costs, which must
be borne directly by a Fund and ultimately by its shareowners. See "Financial
Highlights" above or "Portfolio Transactions" in the Statement of Additional
Information. Portfolio turnover may result in the realization of short-term
capital gains which are taxable to shareowners as ordinary income.
INVESTMENT RESTRICTIONS
The Funds are subject to certain investment restrictions which, as described
in more detail in the Statement of Additional Information, are fundamental
policies that cannot be changed without the affirmative vote of a majority of
the outstanding shares of a Fund (as defined under "Other Information"). Each
Fund will limit its investments so that, with respect to 75% of a Fund's total
assets: (i) not more than 5% of a Fund's total assets will be invested in the
securities of any one issuer; (ii) not more than 25% of a Fund's total assets
will be invested in the securities of issuers in any one industry; and (iii)
not more than 10% of the outstanding voting securities of any one issuer will
be held by a Fund. Securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and repurchase agreements fully collateralized
by such securities are excepted from these limitations. Each Fund may borrow
money from banks for temporary or emergency purposes or to meet redemption
requests and may enter into reverse repurchase agreements, provided that the
Fund maintains asset coverage of at least 300% for all such borrowings.
29
<PAGE>
SHAREOWNER GUIDE
THE FOLLOWING SECTION WILL PROVIDE YOU WITH
ANSWERS TO SOME OF THE MOST OFTEN-ASKED QUESTIONS
ABOUT BUYING AND SELLING A FUND'S SHARES AND
ABOUT A FUND'S DIVIDENDS AND DISTRIBUTIONS
HOW CAN I CONTACT THE COMMERCE FUNDS?
To authorize the special features described below or to obtain additional
information about The Commerce Funds, you may:
. Call The Commerce Funds Shareowner Services at 1-800-305-2140; or
. Write to The Commerce Funds at:
The Commerce Funds
P.O. Box 16931
St. Louis, MO 63105; or
. Call the transfer agent, State Street Bank and Trust Company,
directly at 1-800-995-6365; or
. Contact a registered investment representative at selected Commerce
Bank branches; or
. For specific information regarding your 401(k) or investment
management group account, contact your plan sponsor or account
administrator.
HOW TO BUY SERVICE SHARES
WHAT IS THE MINIMUM INVESTMENT FOR EACH FUND?
Generally, the minimum investment requirement is $1,000 for initial
purchases and $250 for subsequent purchases, although it may differ in certain
circumstances as shown below.
INVESTMENT MINIMUMS FOR SPECIFIC TYPES OF ACCOUNTS
<TABLE>
<CAPTION>
INITIAL SUBSEQUENT
INVESTMENT INVESTMENT
---------- -----------
<S> <C> <C>
Regular Account......................................... $1,000 $250
Automatic Investment Feature............................ $1,000 $75/Quarter
Individual Retirement Accounts (including SEP-IRAs),
Keogh Plans, corporate retirement plans, public
employer deferred plans, profit sharing plans and
401(k) plans........................................... $1,000 $250
</TABLE>
The minimum initial investment requirement is $250 for initial purchases and
$100 for subsequent purchases for employees, directors, officers and retirees
(as well as their spouses and legal dependents) of Commerce Bancshares, Inc.,
Goldman Sachs & Co. and their subsidiaries or affiliates, although it may
differ in certain circumstances as shown below.
<TABLE>
<CAPTION>
INITIAL SUBSEQUENT
INVESTMENT INVESTMENT
---------- ----------
<S> <C> <C>
Regular Account.......................................... $250 $100
Automatic Investment Feature............................. $100 $25*
Individual Retirement Accounts (including SEP-IRAs),
Keogh Plans.............................................. $100 $25*
</TABLE>
- --------
*Minimum of six bi-monthly investments within first year of Fund ownership.
30
<PAGE>
HOW ARE SERVICE SHARES PRICED?
SERVICE SHARES OF THE FUNDS ARE PURCHASED AT THEIR PUBLIC OFFERING PRICE,
WHICH IS A FUND'S NET ASSET VALUE PER SHARE PLUS A FRONT-END SALES CHARGE. A
CLASS CALCULATES ITS NET ASSET VALUE PER SHARE ("NAV") AS FOLLOWS:
NAV= (VALUE OF ASSETS ATTRIBUTABLE TO THE CLASS)--(FUND LIABILITIES
ATTRIBUTABLE TO THE CLASS)
NUMBER OF OUTSTANDING SHARES
The net asset value is determined as of the close of regular trading hours
on the New York Stock Exchange (the "Exchange") (currently 4:00 p.m. Eastern
Time) on days the Exchange is open (a "Business Day"). On those Business Days
on which the Exchange closes prior to the close of its regular trading hours
("Early Closing Time"), the net asset value of each class of a Fund will be
determined and its shares will be priced as of such Early Closing Time.
A Fund's investments are valued at market value or, where market quotations
are not readily available, at fair value as determined in good faith by or
under the supervision of the Board of Trustees. Certain short-term securities
may be valued at amortized cost, which approximates fair value.
Trading in foreign securities is generally completed prior to the end of
regular trading on the Exchange and may occur on Saturdays and U.S. holidays
and at other times when the Exchange is closed. As a result, there may be
delays in reflecting changes in the market values of foreign securities in the
calculation of the net asset value for each class of the International Equity
Fund. There may be variations in the net asset value per share of each class
the Fund on days when net asset value is not calculated and on which
shareowners of the Fund cannot redeem their shares due to changes in values of
securities traded in foreign markets. For more information about valuing
securities, see the Statement of Additional Information.
SALES CHARGE. The maximum front-end sales charge is 3.50% and may be less
based on the amount you invest, as shown in the following chart:
<TABLE>
<CAPTION>
MAXIMUM
DEALER'S
AS A % OF AS A % OF REALLOWANCE AS
OFFERING NET ASSET A % OF
PRICE VALUE OFFERING PRICE
AMOUNT OF PURCHASE PER SHARE PER SHARE PER SHARE*
- ------------------ --------- --------- --------------
<S> <C> <C> <C>
Less than $100,000........................... 3.50 3.63 3.15
$100,000 but less than $250,000.............. 2.50 2.56 2.25
$250,000 but less than $500,000.............. 1.50 1.52 1.35
$500,000 but less than $1,000,000............ 1.00 1.01 0.90
$1,000,000 or more........................... 0.00 0.00 0.00
</TABLE>
- --------
*Dealer's reallowance may be changed periodically.
Goldman, Sachs & Co. (the "Distributor") may, out of its administration fee
or other resources, pay a fee or additional incentives to dealers who initiate
and are responsible for purchases of shares of The Commerce Funds. In
addition, at its expense, the Distributor will provide additional compensation
and promotional incentives to dealers in connection with the sales of shares
of the Funds. Compensation may include promotional and other merchandise,
sales and training programs and other special events sponsored by dealers.
Compensation may also include payment for reasonable expenses incurred in
connection with trips taken by invited registered representatives for meetings
or seminars of a business nature.
31
<PAGE>
WHEN THERE IS NO SALES CHARGE. There is no sales charge on Service Shares
purchased by the following types of investors or transactions:
. automatic reinvestments (and cross-reinvestments) of dividends and
capital gain distributions by existing shareowners;
. the Exchange Privilege described below on page 40;
. the Redemption Reinvestment Privilege described on page 38;
. non-profit organizations, foundations and endowments qualified under
Section 501(c)(3) of the Code;
. current and retired members of the Board of Trustees of The Commerce
Funds;
. any state, county or city, or any instrumentality, department, authority
or agency thereof, prohibited by applicable laws from paying a sales
charge for the purchase of Fund shares;
. employees, directors, advisory directors, officers and retirees (as well
as their spouses and legal dependents) of Commerce Bancshares, Inc.,
Goldman, Sachs & Co. or their subsidiaries or affiliates;
. employees, directors, advisory directors, officers and retirees (as well
as their spouses and legal dependents) of banks that have signed a
definitive agreement to become affiliated with Commerce Bancshares, Inc.;
. shares purchased for and held in a trust, management agency, asset
allocation, custodial or other account maintained by an Investment
Management Group (Trust Department) within a bank affiliated, or within
banks that have signed a definitive agreement to become affiliated with
Commerce Bancshares, Inc. (including shares purchased with distributions
from such accounts);
. shares purchased for and held in a trust for which a bank affiliated with
Commerce Bancshares, Inc., is named as successor trustee or co-trustee
immediately after the current trustee ceases to serve, and shares
purchased for and held by individuals who have named a bank affiliated
with Commerce Bancshares, Inc., as their primary personal representative
or co-personal representative under will; and
. plans qualified under Section 401 of the Internal Revenue Code of 1986,
as amended (the "Code") (including corporate retirement plans, Keogh
plans, and Section 401(k) plans), custodial accounts treated as tax-
sheltered annuities under Section 403(b) of the Code, and deferred
compensation plans for public, religious and other tax-exempt employers
(including plans described in Section 457 of the Code) maintained by an
Investment Management Group (Trust Department) within a bank affiliated,
or with banks that have signed a definitive agreement to become
affiliated, with Commerce Bancshares, Inc. (including shares purchased
with distributions from such accounts).
The Distributor may periodically waive all or a portion of the sales charge
for all investors with respect to the sales of shares of the Funds. The
Distributor may also offer special concessions to enable investors to purchase
Service Shares of the Funds at net asset value, without payment of a sales
charge. To qualify for this special net asset value purchase when applicable,
the investor must pay for such purchase with the proceeds from the redemption
of shares of a non-affiliated mutual fund or unit investment trust on which a
sales charge was paid. A qualifying purchase of Service Shares in a Fund must
occur within five Business Days of the prior redemption and must be evidenced
by a confirmation of the redemption transaction. At the time of purchase, The
Commerce Funds must be notified that the purchase qualifies for a purchase
without a sales charge. Proceeds from the redemption of shares on which no
sales charges or commissions were paid would not qualify for the special net
asset value purchase program.
32
<PAGE>
These sales charge exemptions are based on the type of investor and/or the
reduced sales effort that will be needed in obtaining Fund investments. In
order to take advantage of these exemptions, you must certify eligibility on
your account application.
RIGHTS OF ACCUMULATION. When you buy Service Shares in The Commerce Funds,
your current total investment determines the sales charge that you pay. Since
larger investments receive a discounted sales charge, the sales charge you pay
may subsequently be reduced as you build your investment.
Over time, as your current total investment in shares accumulates to
$100,000 or beyond, the sales charge on subsequent investments is decreased.
Your current total investment is the combination of your immediate investment
along with the shares that you own in any investment portfolio of The Commerce
Funds on which you paid a sales charge (including shares of the Financial
Square Treasury, Prime and Tax-Free Money Market Funds that carry no sales
charge but were obtained through an exchange and can be traced back to shares
that were acquired with a sales charge). Shares purchased without a sales
charge may not be aggregated with shares purchased subject to a sales charge.
To buy Service Shares at a reduced sales charge under Rights of
Accumulation, you must indicate at the time of purchase that a quantity
discount is applicable. A reduction in sales charge is subject to a check of
appropriate records, after which you will receive the lowest applicable sales
charge.
Example: Suppose you own Service Shares with a total current value of
$90,000 that can be traced back to the purchase of shares with a sales
charge. If you subsequently invest $10,000 in any Fund within The Commerce
Funds family, you will pay a reduced sales charge of 2.50% of the public
offering price on the additional purchase.
LETTER OF INTENT. You may also buy Service Shares at a reduced sales charge
under a written Letter of intent, a non-binding commitment to invest a total
of at least $100,000 in one or more Funds of The Commerce Funds within a
period of 13 months and under the terms and conditions of the Letter of
Intent. Service Shares you buy under a Letter of Intent will be eligible for
the same sales charge discount that would have been available had all of your
Service Share purchases been made at once. To use this feature, complete the
Letter of Intent section on your account application. A Letter of Intent must
be filed with The Commerce Funds within 90 days of the first investment under
the Letter of Intent provision.
While submitting a Letter of Intent does not bind you to buy, or The
Commerce Funds to sell, the full amount at the sales charge indicated in the
Letter of Intent, you must complete the intended purchase to obtain the
reduced sales charge. When you sign a Letter of Intent, The Commerce Funds
holds in escrow a sufficient number of shares of the relevant class which can
be sold to make up any difference in the sales charge on the amount actually
invested. After you fulfill the terms of the Letter of Intent, the shares in
escrow will be released.
If your aggregate investment exceeds that indicated in your Letter of
Intent, you will receive an adjustment which reflects the further reduced
sales charge applicable to your excess investment. It will be in the form of
additional Service Shares credited to your account at the then current
offering price applicable to a single purchase of the total amount of the
total purchase. You must inform The Commerce Funds that the Letter of Intent
is in effect each time you buy Service Shares.
You may include the value of all Service Shares on which a sales charge had
previously been paid as a credit toward fulfillment of the Letter of Intent,
but no price adjustment will be made on Service Shares previously purchased.
You may combine purchases that are made by members of your immediate family,
or the total investments of a trustee or custodian of any qualified pension or
profit-sharing plan or IRA established for your benefit or the benefit of any
member of your immediate family, for the purpose of obtaining reduced sales
charges by means of a written Letter of Intent or Right of Accumulation. You
must indicate on the account application the accounts that are to be combined
for this purpose.
33
<PAGE>
HOW DO I BUY SERVICE SHARES?
You may purchase Service Shares of a Fund through The Commerce Funds
Shareowner Services or an investment representative at a Commerce Bank branch.
The following chart describes ways to invest directly in The Commerce Funds:
<TABLE>
<CAPTION>
OPENING AN ACCOUNT ADDING TO AN ACCOUNT
------------------------------------ ------------------------------------
<S> <C> <C>
By Mail Send a completed account application Send a check with your Fund account
with a check (payable to The number printed on it, along with the
Commerce Funds) directly to the stub from the previous confirmation
address set forth in "How Can I directly to the address set forth in
Contact The Commerce Funds?" on page "How Can I Contact The Commerce
30. Funds?" on page 30.
In Person Whether opening or adding to an account, you are welcome to stop into a
Commerce Bank branch office location. A registered investment
representative can assist you.
By Wire After an account application is Contact your bank to request that
completed and an account is opened, funds be wired to your existing Fund
instruct your bank to wire funds to: account. Follow instructions at
left. Be sure to include your name
and your Fund account number.
Commerce Bank, N.A.
(Kansas City)
Kansas City, MO
ABA #1010-00019
Account #2800255
Be sure to have your bank indicate
your name, address, tax
identification number, the name of
the Fund and class of shares and
your new account number.
Ask your bank for specific information about making federal wires,
including associated charges.
By Telephone Subsequent purchases of Fund shares
Via Electronic may be made by electronic funds
Funds Transfer transfer from your bank, checking or
money market account.
You can authorize this feature and
provide necessary bank information
on your account application. Then,
when you wish to make a subsequent
purchase, you can do so by
contacting The Commerce Funds at the
telephone number set forth in "How
Can I Contact The Commerce Funds?"
on page 30.
</TABLE>
34
<PAGE>
Other investment features, including exchanges and automatic investments,
are also available. Additional information pertaining to investments in the
Funds is included in the following pages or can be obtained by contacting The
Commerce Funds Shareowner Services.
WHAT PRICE WILL I RECEIVE WHEN I BUY SERVICE SHARES?
Your Service Shares will be purchased at a Fund's public offering price
calculated at the next close of regular trading on the Exchange (currently
4:00 p.m. Eastern Time) after your purchase order is received in proper form
by The Commerce Funds' transfer agent, State Street Bank and Trust Company
(the "Transfer Agent"), at its Kansas City office.
WHAT ELSE SHOULD I KNOW ABOUT BUYING SERVICE SHARES?
Federal regulations require you to provide a certified Taxpayer
Identification Number upon opening or reopening an account.
If your check used for investment does not clear, a fee may be imposed by
the Transfer Agent. All payments by check must be in U.S. dollars and be drawn
only on U.S. banks. The Commerce Funds reserves the right to reject any
specific purchase order (including exchanges) or to restrict purchases or
exchanges by a particular purchaser (or group of related purchasers). The
Commerce Funds may reject or restrict purchases or exchanges of shares by a
particular purchaser or group, for example, when a pattern of frequent
purchases and sales or exchanges of shares of a Fund is evident, or if the
purchase and sale or exchange orders are, or a subsequent abrupt redemption
might be, of a size that would disrupt the management of a Fund.
The Commerce Funds will not issue share certificates. The Transfer Agent
will maintain a complete record of your account and will issue you a statement
at least quarterly. You will also be sent confirmations showing purchases and
redemptions.
HOW TO SELL SERVICE SHARES
HOW DO I SELL MY SERVICE SHARES?
The Commerce Funds makes it easy to sell, or "redeem," all or part of your
Service Shares. The Commerce Funds does not charge you to sell Service Shares.
However, the value of the Service Shares you sell may be more or less than
your cost, depending on a Fund's current net asset value. The following chart
describes ways to sell your Service Shares of The Commerce Funds:
35
<PAGE>
HOW TO SELL SERVICE SHARES:
Through The Commerce Funds Shareowner Services or an investment
representative at a Commerce Bank branch.
By Mail Send a written request signed by each owner,
including each joint owner, to the address set
forth in "How Can I Contact The Commerce
Funds?" on page 30.
Proper written authority is required to execute
redemption requests on behalf of corporations,
partnerships, trusts, and/or fiduciary
accounts. Redemption requests require SIGNATURE
GUARANTEES as described on page 37 with the
exception of redemptions sent to a shareowner
name/address of record in effect for no less
than 30 days.
In Person You are welcome to deliver your written request
signed by each owner, including each joint
owner, to a Commerce Bank branch office
location. A registered investment
representative can assist you.
By Telephone You may redeem Service Shares (to a shareowner)
by telephone and request to receive proceeds by
check (to a shareowner name/address of record
in effect for no less than 30 days), federal
wire (for amounts exceeding $1,000) or
electronic funds transfer. In order to request
a federal wire or electronic funds transfer,
appropriate information regarding your bank,
checking or money market account must be
previously established on your account. This
information may be provided on the account
application or in a SIGNATURE GUARANTEED letter
of instruction (see description of SIGNATURE
GUARANTEES on page 37).
Redemption requests may be placed by contacting
The Commerce Funds at the telephone number set
forth in "How Can I Contact The Commerce
Funds?" on page 30. Additional information
pertaining to Fund share redemptions is
included in the following pages or can be
obtained by contacting The Commerce Funds
Shareowner Services.
Other redemption features, including exchanges
and automatic withdrawals, are also available.
Please refer to the Shareowner Features and
Privileges section in this prospectus for
additional information about telephone
redemption features.
Written requests to sell Service Shares must be signed by each shareowner,
including each joint owner.
36
<PAGE>
Certain types of redemption requests will need to include a SIGNATURE
GUARANTEE. You may obtain a SIGNATURE GUARANTEE from:
(1)a bank which is a member of the FDIC;
(2)a securities broker or dealer;
(3)a credit union having the authority to issue SIGNATURE GUARANTEES;
(4)a savings and loan association;
(5)a building and loan association;
(6)a cooperative bank;
(7)a federal savings bank or association;
(8)a national securities exchange; or
(9)a registered securities association or a clearing agency.
Guarantees must be signed by an authorized signatory of the guarantor
institution and be accompanied by the words "SIGNATURE GUARANTEED." Guarantees
from notaries public will not be accepted.
Redemptions can be suspended and the payment of redemption proceeds delayed
when the Exchange is closed (other than for customary weekend and holiday
closings), during periods when trading on the Exchange is restricted as
determined by the SEC, during any emergency as determined by the SEC which
makes it impracticable for a Fund to sell its securities or value its assets
or during any other period permitted by order of the SEC for the protection of
investors.
Other redemption features, including exchanges and automatic withdrawals,
are also available. Please refer to Shareowner Features and Privileges for
more information.
WHAT PRICE WILL I RECEIVE FOR SERVICE SHARES I WANT TO SELL?
The price you will receive when you sell your Service Shares is the net
asset value per share (as described on page 31) determined after receipt of an
order in proper form by the Transfer Agent.
The Commerce Funds reserves the right to redeem accounts involuntarily if,
after sixty days' written notice to the shareowner, the account's net asset
value remains below a $500 minimum balance. Involuntary redemptions will not
be implemented if the value of your account falls below the minimum balance as
a result of market conditions.
HOW QUICKLY CAN I RECEIVE PROCEEDS FROM A SALE?
Ordinarily, redemption proceeds will be disbursed the next Business Day
following receipt of an order in proper form by the Transfer Agent. Payment
must be made within seven calendar days following redemption.
You can have your proceeds sent by federal wire to your bank checking or
money market account. Proceeds will normally be wired the Business Day after
your request to redeem shares is received in good order by the Transfer Agent.
Wiring of sales proceeds may be delayed one additional day if the Federal
Reserve Bank is not open on the day your wire is to be made. Your request to
wire proceeds is subject to the bank's wire charges.
37
<PAGE>
Fund shares must be paid in full in order for you to redeem them and receive
proceeds. If the shares you wish to sell were a recent purchase by check or
telephone, The Commerce Funds can delay the subsequent payment of sales
proceeds up to 15 days after the check or telephone payment is received. This
does not apply if Fund shares were purchased by federal wire.
WHAT IF I WANT TO REINVEST SALES PROCEEDS?
You may reinvest all or any portion of your redemption proceeds in shares of
any Fund within 60 days of your redemption without a sales charge. Service
Shares will be purchased at a price equal to the net asset value per share
next determined after the Transfer Agent receives a reinvestment order and
payment in proper form.
If you wish to use the Redemption Reinvestment Privilege, you must submit a
written reinvestment request to the Transfer Agent stating that you are
eligible to use the feature.
Generally, using the Redemption Reinvestment Privilege will not affect any
gain or loss realized on redemptions for federal income tax purposes. However,
if a redemption results in a loss, the reinvestment may result in the loss
being disallowed under Internal Revenue Service "wash sale" rules.
DIVIDEND AND DISTRIBUTION POLICIES
AS A FUND SHAREOWNER, YOU ARE ENTITLED TO ANY DIVIDENDS AND DISTRIBUTIONS
ARISING
FROM NET INVESTMENT INCOME AND NET REALIZED CAPITAL GAINS.
The Short-Term Government and Bond Funds declare dividends daily and
distribute dividends on or about the last Business Day of the current month.
The Balanced and Growth Funds declare and distribute dividends quarterly. The
Aggressive Growth and International Equity Funds declare and distribute
dividends annually. Each Fund declares and distributes net realized capital
gains annually.
For purchases by check, shares of the Short-Term Government and Bond Funds
begin earning dividends and distributions on the next day after payment for
the shares is received by the Transfer Agent. In the case of the Balanced,
Growth, Aggressive Growth and International Equity Funds, if you are a
shareowner of record on the record date, you are eligible to receive such
dividend or distribution.
YOU CAN CHOOSE A DISTRIBUTION OPTION FOR DIVIDENDS AND CAPITAL GAINS:
(1) reinvest all dividend and capital gain distributions in additional
Service Shares without a sales charge;
(2) receive dividend distributions in cash and reinvest capital gain
distributions in additional Service Shares without a sales charge;
(3) receive all dividend and capital gain distributions in cash; or
(4) have all dividend and capital gain distributions deposited directly
into a designated checking account.
38
<PAGE>
If you do not select an option when you open an account, all distributions
will automatically be reinvested in additional Service Shares of the same Fund
without a sales charge. For your protection, if you elect to have
distributions mailed to you which cannot be delivered, they will be reinvested
in additional Service Shares of the same Fund without a sales charge.
You may invest dividend or capital gain distributions from one Fund in
shares of the corresponding class of another Fund of The Commerce Funds. There
is no sales charge on purchases made through the Cross Reinvestment Privilege;
however, both Fund accounts must be established at the minimum initial
investment requirement and have identical account registration. Cross
Reinvestment Privileges do not apply to the Financial Square Treasury, Prime
and Tax-Free Money Market Funds ("Money Market Funds") described below under
"Can I Exchange My Investment From One Commerce Fund To Another." Goldman
Sachs Asset Management, a separate operating division of Goldman, Sachs & Co.,
serves as investment advisor for the Money Market Funds.
Your election to reinvest the distributions paid by a Fund in additional
Service Shares of the Fund or any other Fund of The Commerce Funds will not
affect the tax treatment of such dividends and distributions, which will be
treated as received by the shareowner and then used to purchase shares of the
Fund or another Fund of The Commerce Funds.
To change your distribution option, contact The Commerce Funds at the
address or telephone number set forth in "How Can I Contact The Commerce
Funds?" on page 30.
The change will become effective after it is received and processed by the
Transfer Agent.
SHAREOWNER FEATURES AND PRIVILEGES
THE COMMERCE FUNDS PROVIDES A VARIETY OF WAYS TO
MAKE MANAGING YOUR INVESTMENTS MORE CONVENIENT.
Some or all of the following features as well as others described in this
Prospectus may have different conditions imposed on them in addition to those
described in this Prospectus. Consult your investment representative or
contact The Commerce Funds as described in "How Can I Contact The Commerce
Funds?" on page 30 for more information.
CAN I USE THE FUNDS IN MY RETIREMENT PLAN?
The Commerce Funds makes available: (1) individual retirement accounts
("IRAs"), including IRAs set up under a Simplified Employee Pension Plan
("SEP-IRAs"); (2) Keogh plans; (3) corporate retirement plans; (4) public
employer deferred compensation plans; and (5) profit sharing plans (including
401(k) plans) and money-purchase plans.
YOUR INVESTMENTS GROW TAX DEFERRED UNTIL WITHDRAWAL AT RETIREMENT, AND IN
MANY CASES THE INITIAL INVESTMENT IS TAX DEDUCTIBLE.
Information concerning these plans is available through The Commerce Funds
Shareowner Services or your investment representative.
39
<PAGE>
WHAT IS DOLLAR COST AVERAGING AND HOW CAN I IMPLEMENT IT?
DOLLAR COST AVERAGING INVOLVES INVESTING A FIXED DOLLAR AMOUNT AT REGULAR
INTERVALS. BECAUSE MORE SHARES ARE PURCHASED DURING PERIODS WITH LOWER SHARE
PRICES AND FEWER SHARES ARE PURCHASED WHEN THE PRICE IS HIGHER, YOUR AVERAGE
COST PER SHARE MAY BE REDUCED.
In order to be effective, Dollar Cost Averaging should be followed on a
regular basis. You should be aware, however, that shares bought using Dollar
Cost Averaging are made without regard to their price on the day of investment
or to market trends. In addition, while you may find Dollar Cost Averaging to
be beneficial, it will not prevent a loss if you ultimately redeem your shares
at a price that is lower than their purchase price. Dollar cost averaging does
not assure a profit or protect against a loss in a declining market. Since
dollar cost averaging involves investment in securities regardless of
fluctuating price levels, you should consider your financial ability to
continue to purchase through periods of low price levels. You can invest
through Dollar Cost Averaging on your own or through the Automatic Investment
feature described above.
The Automatic Investment feature lets you transfer money from your checking
account into your Fund account automatically on the date you specify in any
month you choose. The Automatic Investment Feature is one way to use Dollar
Cost Averaging to invest (see below). Only checking accounts at U.S. financial
institutions which permit automatic withdrawals through the Automated Clearing
House are eligible. Check with your bank or financial institution to determine
eligibility.
To establish an Automatic Investment account that uses the Dollar Cost
Averaging method, check the appropriate box and supply the necessary
information on the account application or send a subsequent written request
with an appropriate SIGNATURE GUARANTEE.
You may change the amount of purchase or cancel this feature at any time by
mailing written notification to The Commerce Funds at the address set forth in
"How Can I Contact The Commerce Funds?" on page 30.
Notification will be effective three Business Days following receipt. The
Commerce Funds may modify or terminate this feature at any time or charge a
service fee, although no such fee is currently contemplated.
CAN I EXCHANGE MY INVESTMENT FROM ONE COMMERCE FUND TO ANOTHER?
As a shareowner, you have the privilege of exchanging your Service Shares
for Service Shares of another Fund of The Commerce Funds that offers Service
Shares. Exchanges may also be made to or from the Financial Square Treasury,
Prime and Tax-Free Money Market Funds. NO ADDITIONAL SALES CHARGE IS IMPOSED
WHEN EXCHANGING SERVICE SHARES OF A FUND FOR SERVICE SHARES OF ANOTHER FUND
OFFERED BY THE COMMERCE FUNDS.
You can exchange Service Shares of one Fund for Service Shares in another
Fund within The Commerce Funds family that may be legally sold in your state
of residence by writing or calling The Commerce Funds as described under "How
To Sell Service Shares" on page 35. The Exchange Privilege is automatic for
all shareowners unless declined on an account application. All telephone
exchanges must be registered in the same name(s) and with the same address as
are registered in the Fund from which the exchange is made. See the section
below regarding telephone transactions for a description of The Commerce
Funds' policy regarding responsibility for telephone instructions. Shares
purchased by check may not be exchanged until the check has cleared.
40
<PAGE>
Fund shares being exchanged are subject to the minimum initial and
subsequent investment requirements as described on page 30. Before using this
feature, you should consider carefully the investment objective, policies,
risks and expenses of the acquired Fund, as described in such Fund's
prospectus. You can request a current Prospectus from your investment
representative or by contacting The Commerce Funds at the address or telephone
number set forth in "How Can I Contact The Commerce Funds?" on page 30.
In addition to free automatic exchanges pursuant to the Automatic Exchange
feature discussed below, five free exchanges are permitted in each twelve-
month period. Additional exchanges may be subject to a $5 exchange fee.
The Commerce Funds reserve the right to reject any exchange request, and the
Exchange Privilege may be modified or terminated at any time. At least 60
days' notice of any material modification or termination of the Exchange
Privilege will be given to shareowners except where notice is not required
under the regulations of the SEC.
An exchange may result in a taxable gain or loss. Any sales charge paid on
the original purchase cannot be taken into account in determining such gain or
loss if the exchange occurs within ninety (90) days after the original
purchase of shares and no sales charge is imposed on such exchange.
CAN I HAVE EXCHANGES MADE AUTOMATICALLY?
You may request on your account application that a specified dollar amount
of Service Shares at net asset value be automatically exchanged for Service
Shares of any other Fund of The Commerce Funds that offers Service Shares. No
sales charge is imposed on exchanges. These automatic exchanges may be made on
any one day of each month and are subject to the following conditions: The
minimum dollar amount for automatic exchanges must be at least $250 per month.
In addition, the value of the account in the acquired Fund must equal or
exceed the acquired Fund's minimum initial investment requirement. The names,
addresses and taxpayer identification number for the shareowner accounts of
the exchanged and acquired Funds must be identical. You should consider the
investment objective, policies, risks and expenses of the acquired Fund, as
described in such Fund's prospectus, before establishing an automatic exchange
into that Fund.
CAN I REINVEST DIVIDENDS FROM ONE COMMERCE FUND IN ANOTHER?
YOU MAY ELECT TO HAVE YOUR DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, OR BOTH
RECEIVED FROM A NON-RETIREMENT FUND ACCOUNT AUTOMATICALLY INVESTED IN
ADDITIONAL SERVICE SHARES OF ANY OTHER INVESTMENT PORTFOLIO OF THE COMMERCE
FUNDS THAT OFFERS SERVICE SHARES IN WHICH YOU CURRENTLY MAINTAIN AN OPEN NON-
RETIREMENT ACCOUNT. To participate in this program check the appropriate box
and supply the necessary information on the account application or in a
subsequent written request.
Dividend reinvestments will be made at a price equal to the net asset value
of the purchased shares next determined after receipt of the distribution
proceeds by the Transfer Agent.
The distribution must exceed $50 in order to use this feature. You should
consider carefully the investment objective, policies and applicable fees of
the acquired Fund before using this feature.
41
<PAGE>
HOW DO I OBTAIN OTHER INFORMATION ABOUT MY ACCOUNT?
Contact The Commerce Funds Shareowner Services or your investment
representative for account information such as current balance, account
transactions, distributions, and other applicable information.
CAN I MAKE TRANSACTIONS BY TELEPHONE?
YOU MAY AUTHORIZE ELECTRONIC TRANSFERS OF MONEY TO MAKE ADDITIONAL
INVESTMENTS IN OR REDEEM SHARES FROM AN ESTABLISHED ACCOUNT IF THIS FEATURE
WAS SELECTED ON THE ACCOUNT APPLICATION OR IN A SUBSEQUENT WRITTEN REQUEST.
THE SERVICE MAY BE USED LIKE AN "ELECTRONIC CHECK" TO MOVE MONEY TO OR FROM
YOUR CHECKING OR MONEY MARKET ACCOUNT AND YOUR FUND ACCOUNT BY CALLING THE
COMMERCE FUNDS SHAREOWNER SERVICES AT THE TELEPHONE NUMBER SET FORTH IN "HOW
CAN I CONTACT THE COMMERCE FUNDS?" ON PAGE 30.
Telephone purchases will be effected at the public offering price next
determined after the Transfer Agent receives payment for the transaction.
Proceeds from sales of Service Shares will be deposited into your Commerce
checking or money market account generally two business days after the
redemption request is received. You may also request receipt of your
redemption proceeds by check, which will only be sent to the registered owner
of your account and only to the address of record. If you should experience
difficulty in redeeming shares by telephone (i.e., because of unusual market
activity), you are urged to consider redeeming your Service Shares by mail or
in person.
You should note that the Transfer Agent may act upon a telephone purchase or
redemption request from any person representing himself or herself to be you
and reasonably believed by the Transfer Agent to be genuine. Neither The
Commerce Funds nor any of its service contractors will be liable for any loss
or expense in acting upon telephone instructions that are reasonably believed
to be genuine. In attempting to confirm that telephone instructions are
genuine, The Commerce Funds will use such procedures as are considered
reasonable, including recording those instructions and requesting information
as to account registration (such as the name in which the account is
registered, the account number, recent transactions in the account, or the
account holder's tax identification number, address or bank). To the extent
that The Commerce Funds fails to use reasonable procedures as a basis for its
belief, it and/or its service contractors may be liable for instructions that
prove to be fraudulent or unauthorized.
The Commerce Funds may modify this feature at any time or charge a service
fee upon notice to shareowners. No such fee is currently contemplated.
CAN I ARRANGE AUTOMATIC WITHDRAWALS?
IF YOU ARE A SHAREOWNER WITH AN ACCOUNT VALUED AT $5,000 OR MORE, YOU MAY
WITHDRAW AMOUNTS IN MULTIPLES OF $100 OR MORE FROM YOUR ACCOUNT ON A MONTHLY,
QUARTERLY, SEMI-ANNUAL OR ANNUAL BASIS THROUGH THE AUTOMATIC WITHDRAWAL
FEATURE.
At your option, monthly withdrawals may be made on either the first or
fifteenth day of the month and quarterly, semiannual and annual withdrawals
will be made on either the first or fifteenth day of the month(s) selected. To
participate in this feature, check the appropriate box and supply the
necessary information on the account application or in a subsequent written
request. Purchases of additional shares concurrently with withdrawals are
ordinarily not advantageous because of the sales charge imposed on the Funds.
This feature may be suspended should the value of your account fall below
$500.
42
<PAGE>
THE BUSINESS OF THE COMMERCE FUNDS
BOARD OF TRUSTEES
The business affairs of The Commerce Funds are managed under the general
supervision of the Board of Trustees. Information about the Trustees and
officers of The Commerce Funds is included in the Statement of Additional
Information.
SERVICE PROVIDERS
----------------
INVESTMENT ADVISOR
COMMERCE BANK, N.A. (ST. LOUIS) AND
COMMERCE BANK, N.A. (KANSAS CITY)
(THE "ADVISOR")
Commerce Bank, N.A. (St. Louis) and Commerce Bank, N.A. (Kansas City) serve
as Advisor for the Funds, selecting investments and making purchases and sale
orders for securities in each Fund's portfolio.
SUB-ADVISOR
ROWE PRICE-FLEMING INTERNATIONAL, INC.
("PRICE-FLEMING" OR THE "SUB-ADVISOR")
Price-Fleming serves as Sub-Advisor to the International Equity Fund. Price-
Fleming's U.S. office is located at 100 East Pratt Street, Baltimore, Maryland
21202.
ADMINISTRATOR
GOLDMAN SACHS ASSET MANAGEMENT
("GSAM" OR THE "ADMINISTRATOR")
GSAM serves as Administrator of each of the Funds. GSAM is located at One
New York Plaza, New York, New York 10004.
DISTRIBUTOR
GOLDMAN, SACHS & CO.
("GOLDMAN" OR THE "DISTRIBUTOR")
Shares of each Fund are sold on a continuous basis by Goldman as
Distributor. Goldman, is located at 85 Broad Street, New York, New York 10004.
TRANSFER AGENT
STATE STREET BANK AND TRUST COMPANY
(THE "TRANSFER AGENT")
State Street Bank and Trust Company ("State Street Bank") has delegated its
responsibilities as Transfer Agent to its indirect subsidiary, National
Financial Data Services, Inc. ("NFDS"), which maintains the account records of
all shareowners in the Funds and administers the distribution of income earned
as a result of investing in the Funds. State Street Bank is located at 225
Franklin Street, Boston, Massachusetts 02110. NFDS is located at 1004
Baltimore Street, Kansas City, Missouri 64105.
CUSTODIAN
STATE STREET BANK AND TRUST COMPANY
(THE "CUSTODIAN")
State Street Bank and Trust Company also serves as the Custodian of each of
the Funds.
43
<PAGE>
MORE ABOUT THE ADVISOR
Commerce Bank, N.A. (St. Louis) and Commerce Bank, N.A. (Kansas City), each
a subsidiary of Commerce Bancshares, Inc., a registered multi-bank holding
company, serve as the investment advisor to each Fund. Commerce Bank, N.A.
(St. Louis) is located at 8000 Forsyth Boulevard, St. Louis, Missouri 63105
and Commerce Bank, N.A. (Kansas City) is located at 922 Walnut Street, Kansas
City, Missouri 64106. Although neither Commerce Bank, N.A. (St. Louis) nor
Commerce Bank, N.A. (Kansas City) has previously served as investment advisor
to a registered investment company, each (or its predecessor organizations)
has provided investment management services to private and public pension
funds, endowments and foundations since 1946 and to individuals since 1906. As
of June 30, 1996, the Advisor provided investment management and advisory
services for assets aggregating approximately $4.5 billion. As of the same
date, Commerce Bank, N.A. (St. Louis), Commerce Bank, N.A. (Kansas City) and
their affiliates had in the aggregate $5.4 billion in assets under management.
In the Advisory Agreement with The Commerce Funds, the Advisor has agreed to
manage each Fund's investments and to be responsible for, place orders for,
and make decisions with respect to, all purchases and sales of each Fund's
securities. For the advisory services provided and expenses assumed under the
Advisory Agreement, the Advisor is entitled to receive a fee at the annual
rate of 0.50% of the average daily net assets of the Short-Term Government and
Bond Funds, 1.00% of the average daily net assets of the Balanced Fund, 0.75%
of the average daily net assets of the Growth Fund and Aggressive Growth
Funds, and 1.50% of the average daily net assets of the International Equity
Fund. The Advisor may agree to voluntarily waive its fees in whole or in part
with respect to any particular Fund. The Advisor has voluntarily agreed to
waive a portion of the investment advisory fees otherwise payable by the
Short-Term Government and Balanced Funds during the current fiscal year so
that the advisory fees payable by such Funds will not exceed 0.30% and 0.75%
of the average daily net assets of each respective Fund. The Advisor has
voluntarily agreed to waive a portion of the investment advisory fees
otherwise payable by the International Equity Fund during the current fiscal
year so that advisory fees payable by the Fund will not exceed an annual rate
of 0.90% of the first $20 million of average daily net assets, 0.75% of the
next $30 million of average daily net assets and 0.65% of average daily net
assets over $50 million. For the period December 12, 1994 (commencement of
operations) through October 31, 1995, the Advisor received advisory fees
(after fee waivers) at the effective annual rates of 0.30%, 0.50%, 0.75%,
0.75%, 0.75%, and 0.90% of the average daily net assets of the Short-Term
Government Fund, Bond Fund, Balanced Fund, Growth Fund, Aggressive Growth Fund
and International Equity Fund, respectively. Although the advisory fee rates
payable by the Balanced, Growth, Aggressive Growth and International Equity
Funds are higher than the rates payable by most mutual funds, the Board of
Trustees believes they are comparable in light of the services received to the
rates payable by other balanced, equity and international equity funds.
Scott M. Colbert, CFA and Vice President, is the person primarily
responsible for the day-to-day management of the Short-Term Government and
Bond Funds. Mr. Colbert joined the Investment Management Group of Commerce
Bank, N.A. (St. Louis) in 1993. He served as a portfolio manager for Armco
Investment Management, Inc. from 1987-1993, managing fixed-income investments
for employee benefit, insurance and endowment funds.
Joseph C. Williams III, CFA and Vice President, is the person primarily
responsible for the day-to-day management of the Growth Fund's investments.
Mr. Williams joined Commerce Bank, N.A. (Kansas City) in 1975 and became a
member of its Investment Management Group in 1977.
44
<PAGE>
Joseph C. Williams III and Scott M. Colbert are the persons primarily
responsible for the day-to-day management of the equity and fixed-income
portions, respectively, of the Balanced Fund's investments.
Paul D. Cox, CFA, CIC and Vice President, is the person primarily
responsible for the day-to-day management of the Aggressive Growth Fund. Mr.
Cox joined the Investment Management Group of Commerce Bank, N.A. (St. Louis)
in 1989. Mr. Cox came to Commerce Bank from Robert Murray Partners, Inc. where
he was a securities analyst and portfolio manager.
The Advisory Agreement authorizes the Advisor to engage a sub-advisor to
assist it in the performance of its services. Pursuant to such authorization,
the Advisor has appointed Rowe Price-Fleming International, Inc. as Sub-
Advisor to the International Equity Fund.
MORE ABOUT ROWE PRICE-FLEMING INTERNATIONAL, INC.
Price-Fleming, as sub-advisor, manages the investment assets of the
International Equity Fund. Price-Fleming was incorporated in Maryland in 1979
as a joint venture between T. Rowe Price Associates, Inc. ("T. Rowe Price")
and Robert Fleming Holdings Limited ("Flemings").
T. Rowe Price was incorporated in Maryland in 1947 as successor of the
investment counseling business founded by the late Thomas Rowe Price, Jr. in
1937. Flemings was incorporated in 1974 in the United Kingdom as successor to
the business founded by Robert Fleming in 1873. Flemings is a diversified
investment organization which participates in a global network of regional
investment offices in New York, London, Zurich, Geneva, Tokyo, Hong Kong,
Manila, Kuala Lumpur, South Korea, and Taiwan. As of June 30, 1996, T. Rowe
Price and its affiliates managed more than $87 billion of assets and Flemings
managed the U.S. equivalent of approximately $26.5 billion of assets.
The common stock of Price-Fleming is 50% owned by a wholly-owned subsidiary
of T. Rowe Price, 25% by a subsidiary of Flemings and 25% by Jardine Fleming
Group Limited ("Jardine Fleming"). (Half of Jardine Fleming is owned by
Flemings and half by Jardine Matheson Holdings Limited.) T. Rowe Price has the
right to elect a majority of the Board of Directors of Price-Fleming, and
Flemings has the right to elect the remaining directors, one of whom will be
nominated by Jardine Fleming.
The International Equity Fund is managed by an investment advisory group
that has day-to-day responsibility for managing the International Equity Fund
and developing and executing the Fund's investment program. The Fund's
advisory group is composed of the following members: Martin G. Wade,
Christopher D. Alderson, Peter B. Askew, Richard J. Bruce, Mark J. T. Edwards,
John R. Ford, Robert C. Howe, James B. M. Seddon, Benedict R. F. Thomas and
David J. L. Warren.
Martin Wade joined Price-Fleming in 1979 and has 27 years of experience with
Fleming Group (Fleming Group includes Flemings and/or Jardine Fleming) in
research, client service and investment management. Peter Askew joined Price-
Fleming in 1988 and has 21 years of experience managing multicurrency fixed
income portfolios.
Christopher Alderson joined Price-Fleming in 1988 and has nine years of
experience with the Fleming Group in research and portfolio management.
Richard Bruce joined Price-Fleming in 1991 and has seven years of experience
in investment management with the Fleming Group in Tokyo. Mark Edwards joined
Price-Fleming in 1986 and has 15 years of experience in financial analysis.
John Ford joined Price-Fleming in 1982 and has 16 years of experience with
Fleming Group in research and portfolio management. Robert Howe joined Price-
Fleming in 1986 and has 16 years of experience in
45
<PAGE>
economic research, company research and portfolio management. James Seddon
joined Price-Fleming in 1987 and has eight years of experience in investment
management. Benedict Thomas joined Price-Fleming in 1988 and has seven years
of portfolio management experience. David Warren joined Price-Fleming in 1984
and has 16 years of experience in equity research, fixed income research and
portfolio management.
The Board of Trustees of The Commerce Funds has authorized Price-Fleming to
utilize affiliates of Flemings and Jardine Fleming in the capacity of broker
in connection with the execution of the Fund's portfolio transactions if
Price-Fleming believes that doing so would result in an economic advantage (in
the form of lower execution costs or otherwise) being obtained by the Fund.
For the services provided and expenses assumed under the Sub-Advisory
Agreement, the Advisor will pay the Sub-Advisor a monthly management fee at an
annual rate of 0.75% of the first $20 million of the Fund's average daily net
assets; 0.60% of the next $30 million of average daily net assets; and 0.50%
of average daily net assets above $50 million. For the period December 12,
1994 (commencement of operations) through October 31, 1995, Price-Fleming
received advisory fees at the effective annual rate of 0.75% of the
International Equity Fund's average daily net assets.
MORE ABOUT THE ADMINISTRATOR
Goldman Sachs Asset Management is the Administrator for the Funds. GSAM is a
separate operating division of Goldman, Sachs & Co., the Distributor of the
Funds. Under the Administration Agreement with The Commerce Funds, GSAM
administers the business affairs of The Commerce Funds, subject to the
supervision of the Board of Trustees, and in connection therewith, furnishes
The Commerce Funds with office facilities and is responsible for ordinary
clerical, recordkeeping and bookkeeping services required to be maintained by
The Commerce Funds (excluding those maintained by The Commerce Funds'
Custodian, Transfer Agent, Advisor and any Sub-Advisor), preparation and
filing of documents required to comply with federal and state securities laws,
supervising the activities of the Custodian and Transfer Agent, providing
assistance in connection with meetings of the Board of Trustees and
shareowners and other administrative services necessary to conduct the
business of The Commerce Funds. For these services and facilities, GSAM is
entitled to receive a monthly fee from each Fund at an annual rate of 0.15% of
its average daily net assets. For the period December 12, 1994 (commencement
of operations) through October 31, 1995, GSAM received administration fees at
the annual rate of 0.15% of the average daily net assets of each Fund.
DISTRIBUTION PLAN
Under the Distribution Plan, the Funds may pay the Distributor for
distribution expenses primarily intended to result in the sale of a Fund's
Service Shares. Such distribution expenses include expenses incurred in
connection with advertising and marketing a Fund's Service Shares; payments to
securities dealers, brokers, financial institutions or other industry
professionals such as investment advisors, accountants and estate planning
firms ("Distribution Organizations") for assistance in connection with the
distribution of Service Shares; and expenses incurred in connection with
preparing, printing and distributing prospectuses for the Fund (except those
used for regulatory purposes, for solicitation or distribution to existing or
Institutional shareholders, or for distribution to existing Service
shareholders of the Fund); and in implementing and operating the Distribution
Plan.
46
<PAGE>
Under the Distribution Plan, payments by the Fund for distribution expenses
may not exceed 0.25% (annualized), of the average daily net assets of a Fund's
Service Shares. This amount may be reduced pursuant to undertakings by the
Distributor. If the fee received by the Distributor exceeds its expenses, the
Distributor may realize a profit from these arrangements. The Plan will be
reviewed and is subject to approval annually by the Board of Trustees. The
aggregate compensation that may be received under the Plan for distribution
services, together with sales charges paid by shareowners, may not exceed the
limitations imposed by the Rules of Fair Practice of the NASD. Payments for
distribution expenses under the Distribution Plan are subject to Rule 12b-1
under the 1940 Act. During the fiscal year ended October 31, 1995, no Service
Shares were offered by the Trust.
SHAREHOLDER ADMINISTRATIVE SERVICES PLAN
Under the Administrative Services Plan, the Funds may enter into agreements
("Servicing Agreements") with securities dealers, financial institutions and
other industry professionals ("Service Organizations") that are shareholders
or dealers of record or which have a servicing relationship with the
beneficial owners of Service Shares of the Funds. Such Servicing Agreements
shall require the Servicing Organizations to provide support services to their
clients who beneficially own Shares in one or more of the Funds in
consideration for a fee, computed daily and paid monthly in the manner set
forth in the Servicing Agreements, at the annual rate of up to 0.25% of the
average daily net asset value of Service Shares of the Funds beneficially
owned by such clients. Administrative support services expenses under the
Shareholder Administrative Services Plan include, but are not limited to,
expenses incurred in connection with shareholder services provided by the
Distributor and payments to Service Organizations for the provision of support
services with respect to the beneficial owners of Service Shares, such as
assisting clients in processing exchange and redemption requests and in
changing dividend options and account descriptions; responding to client
inquiries concerning their investments; establishing and maintaining accounts
and records relating to their clients who invest in Service Shares, providing
information to the Funds necessary for accounting or sub-accounting, and
providing statements periodically to clients showing their position in Service
Shares.
EXPENSES
Except as noted in this Prospectus and the Statement of Additional
Information, the Funds' service providers bear all expenses in connection with
the performance of their services and the Funds bear the expense incurred in
their operations.
As stated in the "Summary of Expenses," the Advisor intends to voluntarily
waive a portion of the advisory fees and/or reimburse expenses for the Short-
Term Government, Bond, Balanced, Growth and International Equity Funds during
the current fiscal year. The result of such fee waivers and expense
reimbursements, which may be reduced or discontinued at any time, will be to
increase the performance of such Funds during the periods for which they are
made.
47
<PAGE>
TAX INFORMATION
AS WITH ANY INVESTMENT YOU SHOULD CONSIDER THE TAX IMPLICATIONS OF AN
INVESTMENT IN A FUND. YOU
SHOULD CONSULT YOUR TAX ADVISOR WITH SPECIFIC REFERENCE TO YOUR OWN TAX
SITUATION.
The following is only a short summary of the important tax considerations
generally affecting the Funds and their shareowners. Each Fund will send
written notices to shareowners annually regarding the tax status of
distributions made by the Fund. You should save your regular account
statements because they contain information you will need to calculate your
capital gains or losses upon your sale or exchange of shares in a Fund.
Federal Taxes. Each Fund intends to qualify as a "regulated investment
company" under the Internal Revenue Code (the "Code"), with the result that to
the extent a Fund's earnings are distributed to shareowners as required by the
Code, the Fund itself generally is not required to pay federal income taxes.
To satisfy various requirements in the Code, each Fund expects to distribute
virtually all its net income each year. Dividends derived from Fund income
other than net capital gains (the excess, if any, of net long-term capital
gains over net short-term capital losses) will be taxable to you as ordinary
income, whether the dividends are paid in cash or reinvested in Fund shares.
Dividends derived from Fund net capital gains ("capital gain dividends")
will be taxable to you as a long-term capital gain regardless of how long you
hold Fund shares, whether such gains were recognized by the Fund before you
acquired shares of the Fund, and whether the dividends are paid in cash or
reinvested in Fund shares.
If you are considering buying shares of a Fund on or just before the record
date of a dividend, you should be aware that the amount of the forthcoming
dividend payment, although in effect a return of capital, will be taxable to
you.
Any dividends declared in October, November or December with a record date
before the end of the year will be deemed for tax purposes to have been paid
by the Fund and received by you in that year, so long as the dividends are
actually paid on or before January 31 of the following year.
You will recognize a taxable capital gain or loss when redeeming or
exchanging your shares (or in using the Automatic Withdrawal feature to direct
reinvestments), to the extent of any difference between the price at which the
shares are sold or exchanged and the price or prices at which the shares were
originally purchased for cash or under the dividend reinvestment plan. If you
hold shares for six months or less and during that time receive a capital gain
dividend on those shares, any loss realized on the sale or exchange of those
shares will be treated as a long-term capital loss to the extent of the
capital gain dividend.
Dividends and certain interest income earned by the International Equity
Fund from foreign securities may be subject to foreign withholding taxes or
other income taxes. The International Equity Fund may elect, for U.S. federal
income tax purposes, to treat certain foreign taxes paid by it as paid by its
shareowners. Should the Fund make that election, a pro rata portion of such
foreign taxes paid by the Fund will constitute income to you (in addition to
taxable dividends actually received by you), and you may be entitled to claim
an offsetting tax credit or itemized deduction for that amount of foreign
taxes.
48
<PAGE>
Each Fund will be required in certain cases to withhold and remit to the
U.S. Treasury 31% of the dividends paid to any investor (i) who has provided
an incorrect Social Security Number or Taxpayer Identification Number or no
number at all, (ii) who is subject to withholding by the Internal Revenue
Service for failure to properly include on his return payments of interest or
dividends, or (iii) who has failed to certify to the Fund, when required to do
so, that he is not subject to backup withholding or that he is an "exempt
recipient."
Other State and Local Taxes. You should consult your tax advisor regarding
state and local tax consequences which may differ from the federal tax
consequences described above.
HOW PERFORMANCE IS MEASURED
A FUND'S PERFORMANCE MAY BE QUOTED IN TERMS OF AVERAGE ANNUAL TOTAL RETURN,
AGGREGATE TOTAL RETURN AND YIELD AS DISCUSSED BELOW. PERFORMANCE INFORMATION
IS
HISTORICAL AND IS NOT INTENDED TO INDICATE FUTURE RESULTS.
From time to time, each Fund's total return, aggregate total return and
yield may be quoted in advertisements. The performance of each Fund may be
compared to those of other mutual funds with similar investment objectives and
to stock, bond and other relevant indices or to rankings prepared by
independent services or other financial or industry publications that monitor
the performance of mutual funds. For example, the performance of a Fund may be
compared to data prepared by Lipper Analytical Services, Inc., Mutual Fund
Forecaster, Wiesenberger Investment Companies Services, Morningstar or CDA
Investment Technologies, Inc., as well as to indices such as the Dow Jones
Industrial Average, various indices of Standard & Poor's, Lipper, Merrill
Lynch, Salomon Brothers, Lehman Brothers, Wilshire, Morgan Stanley and the
Consumer Price Index. Performance data as reported in national financial
publications such as Money Magazine, Forbes, Barron's, Morningstar, The Wall
Street Journal and The New York Times, or in publications of a local or
regional nature, may also be used in comparing the performance of a Fund.
Performance is based on historical earnings and is not intended to indicate
future performance. The investment return and principal value of an investment
in a Fund will fluctuate so that shares, when redeemed, may be worth more or
less than their original cost. Performance data may not provide a basis for
comparison with bank deposits and other investments which provide a fixed
yield for a stated period of time. Changes in the net asset value should be
considered in ascertaining the total return to shareowners for a given period.
Total return data should also be considered in light of the risks associated
with a Fund's composition, quality, operating expenses and market conditions.
Any fees charged by The Commerce Funds directly to its customers in connection
with investments in the Funds will not be included in the Funds' calculations
of performance data. The methods used to compute the Fund's yield and total
return are described in more detail in the Statement of Additional
information.
The Funds calculate their total return on an "average annual total return"
basis for various periods from the date a Fund commences investment operations
and for other periods as permitted under SEC rules. Average annual total
return reflects the average annual percentage change in value of an investment
over the measuring period. Total return may also be calculated on an aggregate
total return basis for various periods. Aggregate total return reflects the
total percentage change in value over the measuring period. Both methods of
calculating total return reflect the sales charge imposed by the Funds
49
<PAGE>
and changes in the price of a Fund's shares and assume that dividend and
capital gain distributions are reinvested. When considering average total
return figures for periods longer than one year, you should note that the
annual total return for any one year may be more or less than the average for
the entire period. A Fund may also advertise its total return on an aggregate,
year-by-year or other basis for various specified periods through charts,
graphs, schedules or quotations. The Funds may also advertise quotations of
total return that do not reflect the sales charge imposed on the purchase of
Fund shares. Quotations which do not reflect sales charges will, of course, be
higher than quotations which do reflect sales charges.
The yield of the Short-Term Government and Bond Funds are computed based on
the Fund's net income during a specified 30-day period. More specifically, a
Fund's yield is computed by dividing its per share net income during the
relevant period by the per share maximum public offering price on the last day
of the period and annualizing the result on a semiannual basis.
Each Fund's total return and yield will be calculated separately for each
class of shares in existence. Because each class of shares may be subject to
different expenses, the total return and yield calculations with respect to
each class of shares for the same period will differ.
OTHER INFORMATION
THE COMMERCE FUNDS IS A DELAWARE BUSINESS TRUST
THAT WAS ORGANIZED ON FEBRUARY 7, 1994.
ABOUT THE COMMERCE FUNDS
THE COMMERCE FUNDS' TRUST INSTRUMENT AUTHORIZES THE BOARD OF TRUSTEES TO
ISSUE AN UNLIMITED NUMBER OF FULL AND FRACTIONAL SHARES OF BENEFICIAL
INTEREST, WITHOUT PAR VALUE, OF ONE OR MORE SERIES OF SHARES (OR CLASSES
THEREOF) REPRESENTING INTERESTS IN EIGHT DIFFERENT FUNDS AND SUCH OTHER FUNDS
AS THE TRUSTEES MAY FROM TIME TO TIME CREATE AND ESTABLISH. THE SHORT-TERM
GOVERNMENT, BOND, BALANCED, GROWTH, AGGRESSIVE GROWTH AND INTERNATIONAL EQUITY
FUNDS OFFER TWO CLASSES OF SHARES: INSTITUTIONAL SHARES AND SERVICE SHARES. IN
ADDITION TO THE FUNDS DESCRIBED HEREIN, THE TRUST OFFERS THE FOLLOWING
INVESTMENT PORTFOLIOS: THE COMMERCE NATIONAL TAX-FREE BOND FUND AND MISSOURI
TAX-FREE BOND FUND.
Shares of each class of a Fund bear their pro rata portion of all operating
expenses paid by the Fund except for payments made under the Distribution Plan
and Shareholder Administrative Services Plan applicable only to Service Shares
and for payments made under the Shareholder Administrative Services Plan
applicable only to Institutional Shares. Institutional Shares are offered in a
separate prospectus, primarily to investors maintaining qualified accounts in
the trust departments of affiliates and correspondent banks of Commerce
Bancshares, Inc., to participants in employer-sponsored defined contribution
plans administered by Commerce Bancshares, Inc. and to shareholders who have
existing accounts in Institutional Shares on the date of this Prospectus. The
differences in expenses will affect the performance of each class of shares.
Fund shares have no preemptive rights and only such conversion and exchange
rights as the Board of Trustees may grant in its discretion. All shares issued
as described in this Prospectus will be fully paid and non-assessable.
Each share of a series shall represent an equal beneficial interest in the
net assets of such series. Each holder of shares of a series shall be entitled
to receive distributions of income and capital gains, if any, which are made
with respect to such series and which are attributable to such shares. Upon
redemption of shares, such shareowner shall be paid solely out of the funds
and property of such series of The Commerce Funds.
50
<PAGE>
VOTING RIGHTS
SHAREOWNERS ARE ENTITLED TO ONE VOTE FOR EACH FULL SHARE HELD AND FRACTIONAL
VOTES FOR FRACTIONAL SHARES HELD. Additionally, except when required by the
1940 Act or when the Board of Trustees has determined a matter effects the
interests of more than one series, all shares shall be voted separately by
individual series. The Board of Trustees may also determine that a matter
affects only the interests of one or more classes of a series in which case any
such matter shall be voted on by such class or classes.
The Commerce Funds does not presently intend to hold annual meetings of
shareowners to elect Trustees or for other business. Shareowner meetings will
be held when required by the 1940 Act or other applicable law.
Under certain circumstances, shareowners have the right to call a shareowner
meeting. Such meetings will be held when requested by the shareowners of 10% or
more of The Commerce Funds' outstanding shares of beneficial interest. The
Commerce Funds will assist in shareowner communications in such matters to the
extent required by law and The Commerce Funds' undertaking with the Securities
and Exchange Commission. Voting rights are not cumulative, and accordingly the
owners of more than 50% of the aggregate shares of The Commerce Funds may elect
all of the Trustees irrespective of the vote of the other shareowners.
As of August 23, 1996, the Advisor and their affiliates possessed, on behalf
of their underlying customer accounts, voting or investment power with respect
to 95%, 98%, 98%, 96%, 94% and 99% of the outstanding shares of Short-Term
Government, Bond, Balanced, Growth, Aggressive Growth and International Equity
Funds, respectively, and therefore may be deemed to be a controlling person of
The Commerce Funds for purposes of the 1940 Act.
As used in this Prospectus, a "vote of the holders of a majority of the
outstanding shares" of The Commerce Funds or of a particular Fund means, with
respect to the approval of an investment advisory agreement, a distribution
plan or a change in a fundamental investment policy, the affirmative vote of
the holders of the lesser of (a) more than 50% of the outstanding shares of The
Commerce Funds or such Fund, or (b) 67% or more of the shares of The Commerce
Funds or such Fund present at a meeting if more than 50% of the outstanding
shares of The Commerce Funds or such Fund are represented at a meeting in
person or by proxy.
SHAREOWNER REPORTS
Shareowners of record will be provided each year with a semi-annual report
showing each Fund's investments and other information as of April 30 and, after
the close of The Commerce Funds' fiscal year on October 31, with an annual
report containing audited financial statements.
INQUIRIES
We welcome any inquiries you may have regarding The Commerce Funds. Please
consult your investment representative or call our toll-free service and
information number indicated on page 30.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE STATEMENT OF
ADDITIONAL INFORMATION IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMMERCE FUNDS OR THE DISTRIBUTOR. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMMERCE FUNDS OR BY THE
DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
51
<PAGE>
Not to be used for Individual Retirement Accounts-- For an IRA application,
call Shareowner Services at 1-800-305-2140 or call the Transfer Agent at 1-800-
995-6365
Account # ______________________________
Order # ________________________________
ACCOUNT APPLICATION FORM LOGO
- --------------------------------------------------------------------------------
THIS ACCOUNT The Commerce Funds c/o Shareowner Services P.O. Box
APPLICATION FORM 16931 St. Louis, MO 63105
SHOULD BE FORWARDED For additional information call 1-800-305-2140
PROMPTLY TO: Date: __________
- --------------------------------------------------------------------------------
1. ACCOUNT REGISTRATIONPlease Print
INDIVIDUAL
---------------------------------------- --------------
First NameInitialLast Name(Birthdate) SS# or Tax
JOINT TENANTS ID#
The account will be registered as "Joint Tenants with
Right of Survivorship" unless otherwise specified.
---------------------------------------- --------------
First NameInitialLast Name(Birthdate) SS# or Tax
---------------------------------------- ID#
--------------
First NameInitialLast Name(Birthdate) SS# or Tax
TRANSFER ON DEATH ID#
------------------------ ------------ --------------
NameDate of Birth SS#
GIFT TO MINORS
--------------------------------------------------------
Custodian's Name (Only one can be named)
---------------------------------------- --------------
Minor's Name (Only one) SS#
Under the ___ (State of Residence) Uniform Gift to
Minors Act
ADDITIONAL DOCUMENTATION
CORPORATION, TRUST, OR OTHER ENTITY
MAY BE REQUIRED ---------------------------------------- --------------
Name of Corporation, Trust or other Non-Person Entity
Tax ID#
--------------------------------------------------------
Attention
--------------------------------------------------------
Date of Trust Instrument:Name of Beneficiary (If to be
included in the registration)
--------------------------------------------------------
Name(s) of Trustee(s) (If to be included in the
registration)
- --------------------------------------------------------------------------------
( )
2. MAILING ADDRESS ------------------------------------ ------------------
Street Daytime Phone
--------------------------------------------------------
City State Zip Code
<PAGE>
- --------------------------------------------------------------------------------
3. TO PURCHASE SERVICE SHARES
Check appropriate boxes:
$1000 MINIMUM PER [_]Short Term $_______ [_]Aggressive $_______
FUND ($250 MINIMUM Government Amount Growth Amount
FOR SUBSEQUENT #336 #339
INVESTMENTS) [_]Bond $_______ [_International$_______]
#333 Amount Equity Amount
[_]Balanced $_______ #340
#338 Amount
[_]Growth $_______
#337 Amount
[_]A check (payable to "The Commerce Funds") for $___ is
enclosed.
[_I/we]certify that I/we am/are an entity exempt from
the sales charge according to the "How To Buy Shares"
section in the Prospectus and I/we am/are, therefore,
entitled to purchase Fund shares at net asset value.
By checking this box, the undersigned agrees that
I/we will notify Commerce Funds Shareowner Services
at or prior to purchase if I/we am/are no longer in
one of the categories of eligible investors.
Reason for exemption ________________________________.
- --------------------------------------------------------------------------------
4. DIVIDEND AND See "Dividend and Distribution Policies" in the
DISTRIBUTION Prospectus
OPTIONS Choose how you wish to receive dividends. If no boxes
are checked, Option A will be assigned.
A. [_] Reinvest all dividends and capital gains.
B. [_] Receive dividends in cash and reinvest capital
gains (Complete cash dividend section below.)
C. [_] Receive all dividends and capital gains in cash
(Complete cash dividend section below.)
D. [_] All dividends and capital gains reinvested in
another Commerce Fund account. (See Prospectus
regarding limitations on this privilege.)
Fund Name _________________ Account Number ____________
Please send cash dividends to:
[_] Account registration address. [_Deposit]to bank
(attach voided
check/deposit
slip)
[_] Check to special payee as follows: (SIGNATURE
GUARANTEE required. See Section 13 of this Form.)
Name of Payee ________________ Account No. (if
applicable) __________
Street Address _________________________________________
City _____________________________ State ____ Zip ______
- --------------------------------------------------------------------------------
5. RIGHT OF ACCUMULATION
See "How To Buy Service Shares" in the Prospectus
Cumulative quantity discounts are applicable if a
shareowner's current value of existing shares of a Fund
alone or in combination with shares of any other Fund
described in the Prospectus on which a sales charge was
paid, total the requisite amount for receiving a
discount ($100,000 minimum) as described in the
accompanying Prospectus. Below are listed all the
accounts (account name, Fund and number) which should
be aggregated for a right of accumulation.
Name _____________ Name _____________ Name _____________
Fund _____________ Fund _____________ Fund _____________
Acct No. _________ Acct No. _________ Acct No. _________
- --------------------------------------------------------------------------------
6. LETTER OF INTENT See "How To Buy Service Shares" in the Prospectus
Although not obligated to do so, it is the
undersigned's intention to invest, over a 13-month
period from this date, in Service Shares of a Fund
alone or in combination with shares of any other Fund,
on which a sales charge was paid, described in the
Prospectus which qualify for a quantity discount as
described in the accompanying Prospectus, in an amount
that will equal or exceed:
[_] $100,000 [_] $250,000 [_] $500,000 [_] $1,000,000
I/we agree to the Letter of Intent and Escrow Agreement
described in the accompanying Prospectus under "How to
Buy Shares--Letter of Intent" and incorporated by
reference herein.
<PAGE>
- --------------------------------------------------------------------------------
7. AUTOMATIC INVESTMENT PLAN
See "What is Dollar Cost Averaging and How Can I
Implement It?" in the Prospectus
Beginning on the day of these months: J F M A M J
J A S O N D (circle all months that apply), I/We
authorize State Street Bank (the custodian for a Fund)
to debit the amount requested below from my/our bank
account for investment in a Fund. I/We understand that
my/our participation in the Automatic Investment Plan
is subject to the terms and conditions of such plan as
amended from time to time.
--------------------------------------------------------
Amount of each monthly investment (minimum $75/Quarter)
Name of Fund
--------------------------------------------------------
Amount of each monthly investment (minimum $75/Quarter)
Name of Fund
--------------------------------------------------------
Authorized Signature (as shown on bank records)
--------------------------------------------------------
Authorized Signature (if joint bank account both sign)
- --------------------------------------------------------------------------------
8. FOR TELEPHONE See "How To Buy Service Shares" or "How To Sell Service
PURCHASE/REDEMPTION, Shares" in the Prospectus
THIS SECTION MUST
BE COMPLETED
[_The]Commerce Funds and its agent is hereby authorized
to honor telephone, telegraphic, or other
(ATTACH VOIDED instructions, without SIGNATURE GUARANTEE, from any
CHECK OR DEPOSIT person for the redemption of shares for the above
SLIP) account, without an obligation on behalf of The
Commerce Funds or its agent, to verify that such
person is the shareowner of record or authorized to
give purchase/redemption instructions, provided
proceeds are sent by federal wire (minimum $1,000) or
electronic funds transfer to/from the bank account
indicated on your voided check or deposit slip or
mailed to the account registration address. Neither a
Fund nor its agent shall be liable for telephone
purchases or redemptions or for payments made to any
unauthorized account for instructions reasonably
believed to be genuine. The Commerce Funds will
employ reasonable procedures to confirm that such
instructions given are genuine.
- --------------------------------------------------------------------------------
9. TELEPHONE EXCHANGE See "Can I Exchange My Investment From One Commerce
Fund To Another?" in the Prospectus
Exchange Privilege (you will have this privilege unless
declined)
[_] I/We DO NOT wish to authorize telephone exchanges.
- --------------------------------------------------------------------------------
10. AUTOMATIC EXCHANGES (ATTACH VOIDED CHECK OR DEPOSIT SLIP)
See "Can I Have Exchanges Made Automatically?" in the
Prospectus
The originating Fund's balance must be at least $1,000
after the exchange and the receiving Fund's minimum
investment must be met. Exchanges will take place each
month after such exchanges commence until terminated.
I/We hereby authorize automatic exchanges of $___ (exact
dollars--$250 minimum) into my/our identically
registered account:
Exchange ___________________________________ (Name of
from Fund)
to ___________________________________ (Name of
Account No. (if known) ______________________ Fund)
Please make exchanges on the day beginning the month
of .
-------------------------- --------------------------
Bank Name Account Number
--------------------------------------------------------
Bank Street Address City State Zip
Code
-------------------------- --------------------------
ABA Routing Number Name on Account
- --------------------------------------------------------------------------------
[_Check]the box if you would like duplicate
11. DUPLICATE MAILINGS confirmations/statements sent to another address:
--------------------------------------------------
Name
--------------------------------------------------
Street Address City State Zip
<PAGE>
- -------------------------------------------------------------------------------
Minimum account balance must be $5,000. Withdrawal
minimum is $100.
12. AUTOMATIC WITHDRAWAL PLAN
Check One: [_] Monthly [_] Quarterly [_] Semi-
Annual [_] Annual
Please make payments via (check one) [_] check [_] ACH
(Bank must be ACH affiliated. Attach voided check).
Payments made via check are withdrawn from your account
on or about the 1st or 15th of a month for monthly
withdrawals or the 15th of the month for
quarterly/semi-annual/annual withdrawals. (I understand
that I may change the date of redemption, via ACH, or
the amount at any time in writing to the Fund at the
address stated above.)
If withdrawal payments are to be made via ACH (attach
voided check/deposit slip)
Please withdraw $ from my account on the
of the month.
Complete this section ONLY if check is to be made
payable to person(s) other than the registered owner.
SIGNATURE GUARANTEE required. (See Section 13 of this
Form.)
--------------------------------------------------------
Name of check recipient Address CityStateZip
- -------------------------------------------------------------------------------
13. TAXPAYER ID CERTIFICATION AND SIGNATUREAUTHORIZATION
1) The number shown on this Account Application Form is
my/our correct Taxpayer Identification number, and 2)
I/we am/are not subject to backup withholding because
(a) I/we am/are exempt from backup withholding, or (b)
I/we have not been notified by the Internal Revenue
Service (IRS) that I/we am/are subject to backup
withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified
me/us that I/we am/are no longer subject to backup
withholding.
You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to
federal backup withholding because of under reporting
interest or dividends on your federal tax return or if
you have not been notified by the IRS that you are no
longer subject to backup withholding.
I/we further certify that I/we am/are neither a citizen
nor a resident of the United States for the purpose of
the Internal Revenue Code. I/we am/are a resident of ___
NOTE: FAILURE TO COMPLETE THIS SECTION MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO
YOU.
By checking only the appropriate box and signing below,
I/we certify under penalties of perjury that:
[_] I/we do not have a taxpayer identification
number, but I/we have applied for or intend to
apply for one. I/we understand that the required
31% withholding may apply before I/we provide such
number and certifications, which should be provided
within 60 days.
or [_] I/we am/are an exempt recipient.
or [_] I/we am/are neither a citizen nor a resident of
the United States for the purpose of the Internal
Revenue Code. I/we am/are a resident of ________ .
Permanent Foreign Address:______________________________
________________________________________________________
________________________________________________________
---------------------------------------------------------
SIGNATURE AUTHORIZATION
By the execution of this Account Application Form, the
undersigned represents and warrants that it has the
full right, power and authority to make the investment
applied for pursuant to this Form and is acting for
itself or in some fiduciary capacity in making such
investment.
THE UNDERSIGNED AFFIRMS THAT I/WE HAVE RECEIVED A
CURRENT PROSPECTUS FOR THE FUND AND HAS REVIEWED THE
SAME.
Sign Here:
--------------------------------------------------------
Signature Name (print) and Title
--------------------------------------------------------
Signature Name (print) and Title
SIGNATURE GUARANTEE REQUIRED ONLY IF A SPECIAL
PAYEE/ADDRESS IS DESIGNATED UNDER ITEM #'S 4 AND 12.
SEE "HOW TO SELL SHARES" IN THE PROSPECTUS.
--------------------------------------------------------
SIGNATURE GUARANTEE SIGNATURE GUARANTEE (IF REQUIRED)
<PAGE>
- -------------------------------------------------------------------------------
14. FOR DEALER ONLY Investment dealer's signature is required for Automatic
Withdrawal Plan or Letter of Intent. If an Automatic
Withdrawal Plan is being opened, we believe that the
amount to be withdrawn is reasonable in light of the
investor's circumstances and we recommend establishment
of the account.
--------------------------------------------------------
Branch Office Location Branch Number/Branch Phone
--------------------------------------------------------
Reg. Rep. NumberReg. Rep.'s Name
--------------------------------------------------------
Authorized Signature State Zip
THE COMMERCE FUNDS DISCLOSURE STATEMENT (YOU MUST SIGN)
The account owner acknowledges that the account owner has read this disclosure
statement and has been told and understands that:
. shares of the Funds are not bank deposits or obligations of, or guaranteed,
endorsed or otherwise supported by Commerce Bank, N.A. (St. Louis), Commerce
Bank, N.A. (Kansas City), their parent company or its affiliates, or any
other bank
. are not federally insured or guaranteed by the U.S. Government, Federal
Deposit Insurance Corporation (FDIC), the Federal Reserve Board, or any
other government agency
. investment in the Funds involves investment risks, including possible loss
of the principal amount invested
. Commerce Bank, N.A. (St. Louis) and Commerce Bank, N.A. (Kansas City) serve
as the investment advisor to the Funds and receive compensation for such
services as disclosed in the current prospectus
. sales charges may apply.
Dated: _________________ --------------------------
Signature
--------------------------
Signature
<PAGE>
[LOGO] COMMERCE FUNDS TM
<PAGE>
CROSS REFERENCE SHEET
---------------------
SERVICE SHARES
OF THE
SHORT-TERM GOVERNMENT FUND
BOND FUND
BALANCED FUND
GROWTH FUND
AGGRESSIVE GROWTH
INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
Statement of Additional
Form N-1A Part B Item Information Caption
- --------------------- -----------------------
<S> <C> <C>
10. Cover Page.............................. Cover Page
11. Table of Contents....................... Table of Contents
12. General Information and History......... Description of Shares
13. Investment Objectives and Policies...... Investment Objectives, Policies and Risk Factors
14. Management of Registrant................ Management of The Commerce Funds
15. Control Persons and Principal........... Description of Shares
Holders of Securities
16. Investment Advisory and Other Services.. Management of The Commerce Funds
17. Brokerage Allocation and other Practices Investment Objectives, Policies and Risk Factors
18. Capital Stock and Other Securities...... Net Asset Value; Additional Purchase and Redemption
Information; Description of Shares
19. Purchase, Redemption and Pricing........ Net Asset Value;
of Securities Being Offered Additional Purchase and Redemption Information
20. Tax Status.............................. Additional Information Concerning Taxes
21. Underwriters............................ Not Applicable
22. Calculation of Performance Data......... Additional Information on Performance
23. Financial Statements.................... Financial Statements
</TABLE>
<PAGE>
THE COMMERCE FUNDS
STATEMENT OF ADDITIONAL INFORMATION
SERVICE SHARES
SHORT-TERM GOVERNMENT FUND
BOND FUND
BALANCED FUND
GROWTH FUND
AGGRESSIVE GROWTH FUND
INTERNATIONAL EQUITY FUND
NOVEMBER 1, 1996
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
Investment Objectives, Policies and Risk Factors................. 2
Net Asset Value.................................................. 26
Additional Purchase and Redemption Information................... 27
Description of Shares............................................ 30
Additional Information Concerning Taxes.......................... 32
Management of The Commerce Funds................................. 34
Independent Auditors............................................. 45
Counsel.......................................................... 45
Additional Information on Performance............................ 45
Miscellaneous.................................................... 49
Financial Statements............................................. 50
Appendix A.......................................................A-1
Appendix B.......................................................B-1
</TABLE>
This Statement of Additional Information, is meant to be read in
conjunction with The Commerce Funds' Prospectus dated November 1, 1996, for the
Short-Term Government, Bond, Balanced, Growth, Aggressive Growth and
International Equity Funds (each, a "Fund" and collectively, the "Funds"). This
Statement of Additional Information is incorporated by reference in its entirety
into the Prospectus. Because this Statement of Additional Information is not
itself a prospectus, no investment in the Funds should be made solely upon the
information contained herein. Copies of the Prospectus may be obtained by
calling 1-800-305-2140. Capitalized terms used but not defined herein have the
same meanings as in the Prospectus.
-1-
<PAGE>
INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS
The following policies supplement the discussion of the Funds'
respective investment objectives and policies as set forth in the Prospectuses.
PORTFOLIO TRANSACTIONS
- ----------------------
The annualized portfolio turnover rate for each Fund is calculated by
dividing the lesser of purchases or sales of portfolio securities for the year
by the monthly average value of the portfolio securities. The calculation
excludes all securities, including options, whose maturities or expiration dates
at the time of acquisition are one year or less. Fund turnover may vary greatly
from year to year as well as within a particular year, and may be affected by
cash requirements for redemption of shares and by requirements which enable the
Fund to receive favorable tax treatment. Fund turnover will not be a limiting
factor in making portfolio decisions, and each Fund may engage in short-term
trading to achieve its investment objective.
Transactions on U.S. stock exchanges involve the payment of negotiated
brokerage commissions. On exchanges on which commissions are negotiated, the
cost of transactions may vary among different brokers. Transactions in the
over-the-counter market are generally principal transactions with dealers and
the costs of such transactions involve dealer spreads rather than brokerage
commissions. With respect to over-the-counter transactions, the Advisor will
normally deal directly with the dealers who make a market in the securities
involved except in those circumstances where better prices and execution are
available elsewhere or as described below. Unlike transactions on U.S. stock
exchanges which involve the payment of negotiated brokerage commissions,
transactions in foreign securities generally involve the payment of fixed
brokerage commissions, which are generally higher than those in the United
States.
Debt securities purchased and sold by the Funds are generally traded
in the over-the-counter market on a net basis (i.e., without commission) through
----
dealers, or otherwise involve transactions directly with the issuer of an
instrument. The cost of securities purchased from underwriters includes an
underwriting commission or concession, and the prices at which securities are
purchased from and sold to dealers include a dealer's mark-up or mark-down.
The Advisory Agreement for the Funds provides that, in executing
portfolio transactions and selecting brokers or dealers, the Advisor will use
reasonable efforts to seek the best overall terms available on behalf of each
Fund. In assessing the best overall terms available for any transaction, the
Advisor will consider all factors it deems relevant, including the breadth of
the market in the security, the price of the security, the financial condition
and execution capability of the broker or dealer, and the reasonableness of the
commission, if any, both for the specific transaction and on a continuing basis.
In addition, the Agreement
-2-
<PAGE>
authorizes the Advisor, subject to the prior approval of the Board of Trustees,
to cause the Funds to pay a broker-dealer furnishing brokerage and research
services a higher commission than that which might be charged by another broker-
dealer for effecting the same transaction, provided that they determine in good
faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in terms
of either that particular transaction or the overall responsibilities of the
Advisor to the particular Fund and to The Commerce Funds. Such brokerage and
research services might consist of reports and statistics of specific companies
or industries, general summaries of groups of stocks or bonds and their
comparative earnings and yields, broad overviews of the stock, bond and
government securities markets and the economy, and advice as to the value of
securities, as well as the advisability of investing in, purchasing or selling
securities and the availability of securities or purchasers or sellers of
securities.
Supplementary research information so received is in addition to, and
not in lieu of, services required to be performed by the Advisor and does not
reduce the advisory fees payable by the Funds. The Board of Trustees will
periodically review the commissions paid by the Funds to consider whether the
commissions paid over representative periods of time appear to be reasonable in
relation to the benefits inuring to the Funds. It is possible that certain
supplementary research or other services received will primarily benefit one or
more other investment companies or other accounts for which investment
discretion is exercised. Conversely, a Fund may be the primary beneficiary of
the research or services received as a result of portfolio transactions effected
for such other account or investment company.
A Fund's portfolio securities will not be purchased from or sold to
(and savings deposits will not be made in and repurchase and reverse repurchase
agreements will not be entered into with) the Advisor, Sub-Advisor, Goldman,
Sachs & Co. or any affiliated person (as such term is defined in the 1940 Act)
thereof acting as principal or broker, except to the extent permitted by the
Securities and Exchange Commission. However, The Commerce Funds' Board of
Trustees has authorized the Advisor to allocate purchase and sale orders for
portfolio securities to broker/dealers and other financial institutions
including, in the case of agency transactions, institutions which are affiliated
with the Advisor, to take into account the sale of Fund shares if the Advisor
believes that the quality of the transaction and the amount of the commission
are comparable to what they would be with other qualified brokerage firms,
provided such transactions comply with the requirements of Rule 17e-1 under the
1940 Act. In addition, the Funds will not purchase securities during the
existence of any underwriting or selling group relating thereto of which the
Advisor, Goldman, Sachs & Co., or any affiliated person thereof is a member,
except to the extent permitted by the Securities and Exchange Commission. Under
certain circumstances, the Funds may be at a disadvantage when compared to other
investment companies which have similar investment objectives but that are not
subject to such limitations.
Investment decisions for each Fund are made independently from those
made for the other Funds and from those made for other investment companies and
accounts advised or managed by the Advisor. Such other investment companies and
accounts may also
-3-
<PAGE>
invest in the same securities as the Funds. When a purchase or sale of the same
security is made at substantially the same time on behalf of any Fund and
another investment company or account, that transaction will be aggregated
(where not inconsistent with the policies set forth in the Prospectuses) and
allocated as to amount in a manner which the Advisor believes to be equitable
and consistent with its fiduciary obligations to the Fund involved and such
other investment company or account. In some instances, this investment
procedure may adversely affect the price paid or received by a Fund or the size
of the position obtained by a Fund.
The Commerce Funds are required to identify any securities of its
"regular brokers or dealers" acquired by the Funds during the most recent fiscal
year. During the period December 12, 1994 (commencement of operations) through
October 31, 1995, the Bond and Balanced Funds acquired securities of Morgan
Stanley Group, Inc. and Smith Barney Holdings, Inc., each a regular
broker/dealer or parent. At October 31, 1995, the Bond Fund's aggregate
holdings in these securities amounted to $1,998,180 and $2,012,320,
respectively, and the Balanced Fund's aggregate holdings in these securities
amounted to $499,545 and $503,080, respectively.
During the period from commencement of operations through October 31,
1995, the respective Funds entered into repurchase agreement transactions with
State Street Bank & Trust Company, which was one of the brokers or dealers which
engaged as principal in the largest dollar amount of portfolio transactions with
the Funds. At October 31, 1995, the value of each Fund's outstanding repurchase
agreement transactions with State Street Bank & Trust Company was as follows:
Short-Term Government Fund $ 2,509,000
Bond Fund 1,578,000
Balanced Fund 3,768,000
Growth Fund 12,059,000
Aggressive Growth Fund 2,886,000
International Equity Fund 1,184,000
-4-
<PAGE>
For the period December 12, 1994 (commencement of operations) through
October 31, 1995, the Balanced, Growth, Aggressive Growth and International
Equity Funds paid brokerage commissions as follows:
Total
Total Total Brokerage
Brokerage Amount of Commissions
Total Commissions Transactions Paid to
Brokerage Paid to on Which Brokers Who
Commissions Affiliated Commissions Provided
Paid Persons Were Paid Research
----------- ----------- ------------ -----------
Balanced Fund $ 28,613 $ 660 $25,307,292 $ 6,355
Growth Fund $123,720 $1,460 $85,947,095 $25,070
Aggressive
Growth Fund $ 69,935 $ 300 $47,022,043 $15,970
International
Equity Fund $ 37,119 $2,226 $14,456,331 $ 0
RATINGS OF SECURITIES
- ---------------------
The ratings of Moody's, S&P, Duff & Phelps Credit Rating Co., Fitch
Investors Service, Inc., Thomson Bank Watch and IBCA Inc., as NRSROs, represent
their opinions as to the quality of debt securities. It should be emphasized,
however, that ratings are general and are not absolute standards of quality, and
debt securities with the same maturity, interest rate and rating may have
different yields while debt securities of the same maturity and interest rate
with different ratings may have the same yield. Subsequent to its purchase by a
Fund, an issue of debt securities may cease to be rated or its rating may be
reduced below the minimum rating required for purchase by a Fund. The Advisor
will consider such an event in conjunction with the particular Fund's investment
policy when determining whether the Fund should continue to hold the obligation.
The payment of principal and interest on most securities purchased by
the Funds will depend upon the ability of the issuers to meet their obligations.
An issuer's obligations under its debt securities are subject to the provisions
of bankruptcy, insolvency, and other laws affecting the rights and remedies of
creditors, such as the Federal Bankruptcy Code, and laws, if any, which may be
enacted by federal or state legislatures extending the time for payment of
principal or interest, or both, or imposing other constraints upon enforcement
of such obligations or, in the case of governmental entities, upon the ability
of
-5-
<PAGE>
such entities to levy taxes. The power or ability of an issuer to meet its
obligations for the payment of interest on and principal of its debt securities
may be materially adversely affected by litigation or other conditions.
Attached to this Statement of Additional Information is Appendix A,
which contains descriptions of the rating symbols used by NRSROs for securities
in which the Funds may invest.
VARIABLE AND FLOATING RATE INSTRUMENTS
- --------------------------------------
The Funds may purchase variable rate and floating rate obligations as
described in the Prospectus. Such instruments are frequently not rated by
credit rating agencies. However, in determining the creditworthiness of unrated
variable and floating rate instruments and their eligibility for purchase by the
Funds, the Advisor will consider the earning power, cash flows and other
liquidity ratios of the issuers and guarantors of such obligations and, if the
obligation is subject to a demand feature, will monitor their financial status
to meet payment on demand. In determining average weighted portfolio maturity,
an instrument will usually be deemed to have a maturity equal to the longer of
the period remaining to the next interest rate adjustment or the time a Fund can
recover payment of principal as specified in the instrument.
Participation interests provide the Fund with a specified undivided
interest (up to 100%) in the underlying obligation and the right to demand
payment of the unpaid principal balance plus accrued interest on the
participation interest from the institution upon a specified number of days'
notice, not to exceed thirty days. Each participation interest is backed by an
irrevocable letter of credit or guarantee of a bank that the Advisor has
determined meets the prescribed quality standards for the Fund. The bank
typically retains fees out of the interest paid on the obligation for servicing
the obligation, providing the letter of credit and issuing the repurchase
commitment.
U.S. GOVERNMENT OBLIGATIONS
- ---------------------------
As stated in the Prospectus, pursuant to their respective investment
objectives, the Funds may invest in U.S. Government Obligations. U.S.
Government Obligations purchased by the Short-Term Government Fund with nominal
remaining maturities in excess of five years that have variable or floating
interest rates or demand or put features may nonetheless be deemed to have
remaining maturities of five years or less so as to be permissible investments
as follows: (a) a government security with a variable or floating rate of
interest will be deemed to have a maturity equal to the period remaining until
the next readjustment of the interest rate; (b) a government security with a
demand or put feature that entitles the holder to receive the principal amount
of the underlying security at the time of or sometime after the holder gives
notice of demand or exercise of the put will be deemed to have a maturity equal
to the period remaining until the principal amount can be recovered through
demand or exercise of the put; and (c) a government security with both a
variable or
-6-
<PAGE>
floating rate of interest as described in clause (a) and a demand or put feature
as described in clause (b) will be deemed to have a maturity equal to the
shorter of the period remaining until the next readjustment of the interest rate
or the period remaining until the principal amount can be recovered through
demand or exercise of the put.
MORTGAGE-RELATED AND ASSET-BACKED SECURITIES
- --------------------------------------------
The Short-Term Government, Bond and Balanced Funds may purchase
mortgage-related securities and the Bond and Balanced Funds may purchase asset-
backed securities, that are secured by entities such as the Government National
Mortgage Association ("GNMA"), Federal National Mortgage Association ("FNMA"),
Federal Home Loan Mortgage Corporation ("FHLMC"), commercial banks, trusts,
financial companies, finance subsidiaries of industrial companies, savings and
loan associations, mortgage banks and investment banks.
MORTGAGE-RELATED SECURITIES. There are a number of important
differences among the agencies and instrumentalities of the U.S. Government that
issue mortgage-related securities and among the securities that they issue.
Mortgage-related securities guaranteed by the Government National Mortgage
Association ("GNMA") include GNMA Mortgage Pass-Through Certificates (also known
as "Ginnie Maes") which are guaranteed as to the timely payment of principal and
interest by GNMA and such guarantee is backed by the full faith and credit of
the United States. GNMA is a wholly-owned U.S. Government corporation within
the Department of Housing and Urban Development. GNMA certificates also are
supported by the authority of GNMA to borrow funds from the U.S. Treasury to
make payments under its guarantee. Mortgage-related securities issued by the
Federal National Mortgage Association ("FNMA") include FNMA guaranteed Mortgage
Pass-Through Certificates (also known as "Fannie Maes") which are solely the
obligations of the FNMA, are not backed by or entitled to the full faith and
credit of the United States and are supported by the right of the issuer to
borrow from the Treasury. FNMA is a government-sponsored organization owned
entirely by private stockholders. Fannie Maes are guaranteed as to timely
payment of principal and interest by FNMA. Mortgage-related securities issued
by the Federal Home Loan Mortgage Corporation ("FHLMC") include FHLMC Mortgage
Participation Certificates (also known as "Freddie Macs" or "Pcs"). FHLMC is a
corporate instrumentality of the United States, created pursuant to an Act of
Congress, which is owned entirely by Federal Home Loan Banks. Freddie Macs are
not guaranteed by the United States or by any Federal Home Loan Banks and do not
constitute a debt or obligation of the United States or of any Federal Home Loan
Bank. Freddie Macs entitle the holder to timely payment of interest, which is
guaranteed by the FHLMC. FHLMC guarantees either ultimate collection or timely
payment of all principal payments on the underlying mortgage loans. When FHLMC
does not guarantee timely payment of principal, FHLMC may remit the amount due
on account of its guarantee of ultimate payment of principal at any time after
default on an underlying mortgage, but in no event later than one year after it
becomes payable.
A Fund may invest in multiple class pass-through securities, including
collateralized mortgage obligations ("CMOs") and real estate mortgage investment
conduit
-7-
<PAGE>
("REMIC") pass-through or participation certificates ("REMIC Certificates").
These multiple class securities may be issued by U.S. Government agencies or
instrumentalities, including FNMA and FHLMC, or by trusts formed by private
originators of, or investors in, mortgage loans. In general, CMOs and REMICs
are debt obligations of a legal entity that are collateralized by, and multiple
class pass-through securities represent direct ownership interests in, a pool of
residential mortgage loans or mortgage pass-through securities (the "Mortgage
Assets"), the payments on which are used to make payments on the CMOs or
multiple pass-through securities. Investors may purchase beneficial interests
in REMICs, which are known as "regular" interests or "residual" interests. The
Funds do not intend to purchase residual interests.
Each class of CMOs or REMIC Certificates, often referred to as a
"tranche," is issued at a specific adjustable or fixed interest rate and must be
fully retired no later than its final distribution date. Principal prepayments
on the Mortgage Assets underlying the CMOs or REMIC Certificates may cause some
or all of the classes of CMOs or REMIC Certificates to be retired substantially
earlier than their final distribution dates. Generally, interest is paid or
accrues on all classes of CMOs or REMIC Certificates on a monthly basis.
The principal of and interest on the Mortgage Assets may be allocated
among the several classes of CMOs or REMIC Certificates in various ways. In
certain structures (known as "sequential pay" CMOs or REMIC Certificates),
payments of principal, including any principal prepayments, on the Mortgage
Assets generally are applied to the classes of CMOs or REMIC Certificates in the
order of their respective final distribution dates. Thus no payment of
principal will be made on any class of sequential pay CMOs or REMIC Certificates
until all other classes having an earlier final distribution date have been paid
in full.
Additional structures of CMOs or REMIC Certificates include, among
others, "parallel pay" CMOs and REMIC Certificates. Parallel pay CMOs or REMIC
Certificates are those which are structured to apply principal payments and
prepayments of the Mortgage Assets to two or more classes concurrently on a
proportionate or disproportionate basis. These simultaneous payments are taken
into account in calculating the final distribution date of each class.
A wide variety of REMIC Certificates may be issued in the parallel pay
or sequential pay structures. These securities include accrual certificates
(also known as "Z-Bonds"), which only accrue interest at a specified rate until
all other certificates having an earlier final distribution date have been
retired and are converted thereafter to an interest-paying security, and planned
amortization class ("PAC") certificates, which are parallel pay REMIC
Certificates which generally require that specified amounts of principal be
applied on each payment date to one or more classes of REMIC Certificates (the
"PAC Certificates"), even though all other principal payments and prepayments of
the Mortgage Assets are then required to be applied to one or more other classes
of the Certificates. The scheduled principal payments for the PAC Certificates
generally have the highest priority on each
-8-
<PAGE>
payment date after interest due has been paid to all classes entitled to receive
interest currently. Shortfalls, if any, are added to the amount payable on the
next payment date. The PAC Certificate payment schedule is taken into account
in calculating the final distribution date of each class of PAC. In order to
create PAC tranches, one or more tranches generally must be created that absorb
most of the volatility in the underlying Mortgage Assets. These tranches tend
to have market prices and yields that are much more volatile than the PAC
classes.
FNMA REMIC Certificates are issued and guaranteed as to timely
distribution of principal and interest by FNMA. In addition, FNMA will be
obligated to distribute on a timely basis to holders of FNMA REMIC Certificates
required installments of principal and interest and to distribute the principal
balance of each class of REMIC Certificates in full, whether or not sufficient
funds are otherwise available.
For FHLMC REMIC Certificates, FHLMC guarantees the timely payment of
interest, and also guarantees the ultimate payment of principal as payments are
required to be made on the underlying mortgage participation certificates
("Pcs"). Pcs represent undivided interests in specified level payment,
residential mortgages or participation therein purchased by FHLMC and placed in
a PC pool. With respect to principal payments on Pcs, FHLMC generally
guarantees ultimate collection of all principal of the related mortgage loans
without offset or deduction. FHLMC also guarantees timely payment of principal
on certain Pcs, referred to as "Gold Pcs."
ASSET-BACKED SECURITIES. Asset-backed securities are generally issued
as pass-through certificates, which represent undivided fractional ownership
interests in an underlying pool of assets, or as debt instruments, which are
also known as collateralized obligations, and are generally issued as the debt
of a special purpose entity organized solely for the purpose of owning such
assets and issuing such debt. Asset-backed securities are often backed by a
pool of assets representing the obligations of a number of different parties.
The yield characteristics of asset-backed securities differ from
traditional debt securities. A major difference is that the principal amount of
the obligations may be prepaid at any time because the underlying assets (i.e.,
----
loans) generally may be prepaid at any time. As a result, if an asset-backed
security is purchased at a premium, a prepayment rate that is faster than
expected may reduce yield to maturity, while a prepayment rate that is slower
than expected may have the opposite effect of increasing yield to maturity.
Conversely, if an asset-backed security is purchased at a discount, faster than
expected prepayments may increase, while slower than expected prepayments may
decrease, yield to maturity.
In general, the collateral supporting asset-backed securities is of
shorter maturity than mortgage-related securities. Like other fixed-income
securities, when interest rates rise the value of an asset-backed security
generally will decline; however, when interest rates decline, the value of an
asset-backed security with prepayment features may not increase as much as that
of other fixed-income securities.
-9-
<PAGE>
OPTIONS TRADING
- ---------------
As stated in the Prospectus, each of the Funds may purchase put and
call options listed on a national securities exchange and issued by the Options
Clearing Corporation. Such purchases would be in an amount not to exceed 5% of
a Fund's net assets. Such options relate to particular securities. This is a
highly specialized activity which entails greater than ordinary investment
risks. Regardless of how much the market price of the underlying security
increases or decreases, the option buyer's risk is limited to the amount of the
original investment for the purchase of the option. However, options may be
more volatile than the underlying securities, and therefore, on a percentage
basis, an investment in options may be subject to greater fluctuation than an
investment in the underlying securities themselves. A listed call option gives
the purchaser of the option the right to buy from a clearing corporation, and a
writer has the obligation to sell to the clearing corporation, the underlying
security at the stated exercise price at any time prior to the expiration of the
option, regardless of the market price of the security. The premium paid to the
writer is in consideration for undertaking the obligations under the option
contract. A listed put option gives the purchaser the right to sell to a
clearing corporation the underlying security at the stated exercise price at any
time prior to the expiration date of the option, regardless of the market price
of the security. Put and call options purchased by a Fund will be valued at the
last sale price or, in the absence of such a price, at the mean between bid and
asked prices.
The Funds will write only "covered" call options on securities. The
option is "covered" if a Fund owns the security underlying the call or has an
absolute and immediate right to acquire that security without additional cash
consideration (or, if additional cash consideration is required, cash or cash
equivalents in such amount as are held in a segregated account by its custodian)
upon conversion or exchange of other securities held by it. A call option is
also covered if a Fund holds a call on the same security as the call written
where the exercise price of the call held is (i) equal to or less than the
exercise price of the call written, or (ii) greater than the exercise price of
the call written provided the difference is maintained by the Fund in cash or
cash equivalents in a segregated account with its custodian.
A Fund's obligation to sell a security subject to a covered call
option written by it, or to purchase a security subject to a secured put option
written by it, may be terminated prior to the expiration date of the option by
the Fund's executing a closing purchase transaction, which is effected by
purchasing on an exchange an option of the same series (i.e., the same
----
underlying security, exercise price and expiration date) as the option
previously written. Such a purchase does not result in the ownership of an
option. A closing purchase transaction will ordinarily be effected to realize a
profit on an outstanding option, to prevent an underlying security from being
called, to permit the sale of the underlying security or to permit the writing
of a new option containing different terms on such underlying security. The
cost of such a liquidation purchase plus transaction costs may be greater than
the premium received upon the original option, in which event the Fund will have
incurred a loss in the transaction. An option position may be closed out only
on an exchange which provides a secondary market for an option of the same
series. There is no assurance that a
-10-
<PAGE>
liquid secondary market on an exchange will exist for any particular option. A
covered call option writer, unable to effect a closing purchase transaction,
will not be able to sell the underlying security until the option expires or the
underlying security is delivered upon exercise with the result that the writer
in such circumstances will be subject to the risk of market decline in the
underlying security during such period. A Fund will write an option on a
particular security only if the Advisor believes that a liquid secondary market
will exist on an exchange for options of the same series which will permit the
Fund to make a closing purchase transaction in order to close out its position.
When a Fund purchases a put or call option, the premium paid by it is
recorded as an asset of the Fund. When a Fund writes an option, an amount equal
to the net premium (the premium less the commission) received by the Fund is
included in the liability section of the Fund's statement of assets and
liabilities as a deferred credit. The amount of this asset or deferred credit
will be subsequently marked-to-market to reflect the current value of the option
purchased or written. The current value of the traded option is the last sale
price or, in the absence of a sale, the average of the closing bid and asked
prices. If an option purchased by a Fund expires unexercised, the Fund realizes
a loss equal to the premium paid. If a Fund enters into a closing sale
transaction on an option purchased by it, the Fund will realize a gain if the
premium received by the Fund on the closing transaction is more than the premium
paid to purchase the option, or a loss if it is less. If an option written by a
Fund expires on the stipulated expiration date or if a Fund enters into a
closing purchase transaction, it will realize a gain (or loss if the cost of a
closing purchase transaction exceeds the net premium received when the option is
sold) and the deferred credit related to such option will be eliminated. If an
option written by a Fund is exercised, the proceeds of the sale will be
increased by the net premium originally received and the Fund will realize a
gain or loss.
As noted previously, there are risks associated with transactions in
options on securities. For example, there are significant differences between
the securities and options markets that could result in an imperfect correlation
between these markets, causing a given transaction not to achieve its
objectives. In addition, a liquid secondary market for particular options,
whether traded over-the-counter or on a national securities exchange
("Exchange"), may be absent for reasons which include the following: there may
be insufficient trading interest in certain options; restrictions may be imposed
by an Exchange on opening transactions or closing transactions or both; trading
halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities; unusual or
unforeseen circumstances may interrupt normal operations on an Exchange; the
facilities of an Exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume; or one or more Exchanges
could, for economic or other reasons, decide or be compelled at some future date
to discontinue the trading of options (or a particular class or series of
options), in which event the secondary market on that Exchange (or in that class
or series of options) would cease to exist, although outstanding options that
had been issued by the Options Clearing Corporation as a result of trades on
that Exchange would continue to be exercisable in accordance with their terms.
A Fund will likely be unable to control losses by closing its position where a
liquid secondary market does
-11-
<PAGE>
not exist. A decision as to whether, when and how to use options involves the
exercise of skill and judgment, and even a well-conceived transaction may be
unsuccessful to some degree because of market behavior or unexpected events.
FUTURES CONTRACTS AND RELATED OPTIONS
- -------------------------------------
The Bond, Balanced, Growth, Aggressive Growth and International Equity
Funds may invest in futures contracts and options thereon (interest rate futures
contracts or index futures contracts, as applicable). Positions in futures
contracts may be closed out only on an exchange which provides a secondary
market for such futures. However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time. Thus, it may not be possible to close a futures position. In the event
of adverse price movements, a Fund would continue to be required to make daily
cash payments to maintain its required margin. In such situations, if a Fund
has insufficient cash, it may have to sell portfolio securities to meet daily
margin requirements at a time when it may be disadvantageous to do so. In
addition, a Fund may be required to make delivery of the instruments underlying
futures contracts it holds. The inability to close options and futures
positions also could have an adverse impact on a Fund's ability to effectively
hedge.
Successful use of futures by a Fund is also subject to the Advisor's
ability to correctly predict movements in the direction of the underlying
security or index. For example, if a Fund has hedged against the possibility of
a decline in the market adversely affecting securities held by it and securities
prices increase instead, the Fund will lose part or all of the benefit to the
increased value of its securities which it has hedged because it will have
approximately equal offsetting losses in its futures positions. In addition, in
some situations, if a Fund has insufficient cash, it may have to sell securities
to meet daily variation margin requirements. Such sales of securities may be,
but will not necessarily be, at increased prices which reflect the rising
market. A Fund may have to sell securities at a time when it may be
disadvantageous to do so.
The risk of loss in trading futures contracts in some strategies can
be substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit, before any deduction for the
transaction costs, if the contract were closed out. Thus, a purchase or sale of
a futures contract may result in losses in excess of the amount invested in the
contract.
-12-
<PAGE>
Utilization of futures transactions by a Fund involves the risk of
loss by a Fund of margin deposits in the event of bankruptcy of a broker with
whom the Fund has an open position in a futures contract or related option.
Most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
contract, no trades may be made on that day at a price beyond that limit. The
daily limit governs only price movement during a particular trading day and
therefore does not limit potential losses, because the limit may prevent the
liquidation of unfavorable positions. Futures contract prices have occasionally
moved to the daily limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures positions and
subjecting some futures traders to substantial losses.
The trading of futures contracts is also subject to the risk of
trading halts, suspensions, exchange or clearing house equipment failures,
government intervention, insolvency of a brokerage firm or clearing house or
other disruptions of normal trading activity, which could at times make it
difficult or impossible to liquidate existing positions or to recover excess
variation margin payments.
HYBRID INSTRUMENTS
- ------------------
Hybrid instruments have been developed and combine the elements of
futures contracts or options with those of debt, preferred equity or depository
instruments (hereinafter "Hybrid Instruments"). Generally, a Hybrid Instrument
will be a debt security, preferred stock, depository share, trust certificate,
certificate of deposit or other evidence of indebtedness on which a portion of
or all interest payments, and/or the principal or stated amount payable at
maturity, redemption or retirement, is determined by reference to prices,
changes in prices, or differences between prices of securities, currencies,
intangibles, goods, articles or commodities (collectively, "Underlying Assets")
or by another objective index, economic factor or other measure, such a interest
rates, currency exchange rates, commodity indices, and securities indices
(collectively, "Benchmarks"). Thus, Hybrid Instruments may take a variety of
forms, including, but not limited to, debt instruments with interest or
principal payments or redemption terms determined by reference to the value of a
currency or commodity or securities index at a future point in time, preferred
stock with dividend rates determined by reference to the value of a currency, or
convertible securities with the conversion terms related to a particular
commodity.
Hybrid Instruments can be an efficient means of creating exposure to a
particular market, or segment of a market, with the objective of enhancing total
return. For example, a Fund may wish to take advantage of expected declines in
interest rates in several European countries, but avoid the transactions costs
associated with buying and currency-hedging the foreign bond positions. One
solution would be to purchase a U.S. dollar-
-13-
<PAGE>
denominated Hybrid Instrument whose redemption price is linked to the average
three year interest rate in a designated group of countries. The redemption
price formula would provide for payoffs of greater than par if the average
interest rate was lower than a specified level, and payoffs of less than par if
rates were above the specified level. Furthermore, a Fund could limit the
downside risk of the security by establishing a minimum redemption price so that
the principal paid at maturity could not be below a predetermined minimum level
if interest rates were to rise significantly. The purpose of this arrangement,
known as a structured security with an embedded put option, would be to give a
Fund the desired European bond exposure while avoiding currency risk, limiting
downside market risk, and lowering transactions costs. Of course, there is no
guarantee that the strategy will be successful and a Fund could lose money if,
for example, interest rates do not move as anticipated or credit problems
develop with the issuer of the Hybrid.
The risks of investing in Hybrid Instruments reflect a combination of
the risks of investing in securities, options, futures and currencies. Thus, an
investment in a Hybrid Instrument may entail significant risks that are not
associated with a similar investment in a traditional debt instrument that has a
fixed principal amount, is denominated in U.S. dollars or bears interest either
at a fixed rate or a floating rate determined by reference to a common,
nationally published Benchmark. The risks of a particular Hybrid Instrument
will, of course, depend upon the terms of the instrument, but may include,
without limitation, the possibility of significant changes in the Benchmarks or
the prices of Underlying Assets to which the instrument is linked. Such risks
generally depend upon factors which are unrelated to the operations or credit
quality of the issuer of the Hybrid Instrument and which may not be credit
quality of the issuer of the Hybrid Instrument and which may not be readily
foreseen by the purchaser, such as economic and political events, the supply and
demand of the Underlying Assets and interest rate movements. In recent years,
various Benchmarks and prices for Underlying Assets have been highly volatile,
and such volatility may be expected in the future. Reference is also made to
the discussion of futures, options, and forward contracts herein for a
discussion of the risks associated with such investments.
Hybrid Instruments are potentially more volatile and carry greater
market risks than traditional debt instruments. Depending on the structure of
the particular Hybrid Instrument, changes in a Benchmark may be magnified by the
terms of the Hybrid Instrument and have an even more dramatic and substantial
effect upon the value of the Hybrid Instrument. Also, the prices of the Hybrid
Instrument and the Benchmark or Underlying Asset may not move in the same
direction or at the same time.
Hybrid Instruments may bear interest or pay preferred dividends at
below market (or even relatively nominal) rates. Alternatively, Hybrid
Instruments may bear interest at above market rates but bear an increased risk
of principal loss (or gain). The latter scenario may result if "leverage" is
used to structure the Hybrid Instrument. Leverage risk occurs when the Hybrid
Instrument is structured so that a given change in a Benchmark or Underlying
Asset is multiplied to produce a greater value change in the Hybrid Instrument,
thereby magnifying the risk of loss as well as the potential for gain.
-14-
<PAGE>
Hybrid Instruments may also carry liquidity risk since the instruments
are often "customized" to meet the portfolio needs of a particular investor, and
therefore, the number of investors that are willing and able to buy such
instruments in the secondary market may be smaller than that for more
traditional debt securities. In addition, because the purchase and sale of
Hybrid Instruments could take place in an over-the-counter market without the
guarantee of a central clearing organization or in a transaction between the
Fund and the issuer of the Hybrid Instrument, the creditworthiness of the
counterparty or issuer of the Hybrid Instrument would be an additional risk
factor which the Fund would have to consider and monitor. Hybrid Instruments
also may not be subject to regulation of the Commodities Futures Trading
Commission ("CFTC"), which generally regulates the trading of commodity futures
by U.S. persons, the SEC, which regulates the offer and sale of securities by
and to U.S. persons, or any other governmental regulatory authority.
INTEREST RATE SWAPS, FLOORS AND CAPS
- ------------------------------------
In order to hedge against fluctuations in interest rates, the Short-
Term Government, Bond and Balanced Funds may enter into interest rate and
mortgage swaps and interest rate caps and floors. A Fund typically uses
interest rate and mortgage swaps to preserve a return on a particular investment
or portion of its portfolio or to shorten the effective duration of its
portfolio securities. Interest rate swaps involve the exchange by a Fund with
another party of their respective commitments to pay or receive interest, such
as an exchange of fixed rate payments for floating rate payments. Mortgage
swaps are similar to interest rate swaps in that they represent commitments to
pay and receive interest. The notional principal amount, however, is tied to a
reference pool or pools of mortgages. The purchase of an interest rate floor or
cap entitles the purchaser to receive payments of interest on a notional
principal amount from the seller, to the extent that a specified index falls
below (floor) or exceeds (cap) a predetermined interest rate. In a typical cap
or floor arrangement, one party agrees to make payments only under specified
circumstances, usually in return for payment of a fee by the other party. For
example, the buyer of an interest rate cap obtains the right to receive payments
to the extent that a specified interest rate exceeds an agreed upon level, while
the seller of an interest rate floor is obligated to make payments to the extent
that a specified interest rate falls below an agreed upon level. Since interest
rate swaps, mortgage swaps and interest rate caps and floors are individually
negotiated, a Fund expects to achieve an acceptable degree of correlation
between its portfolio investments and its interest rate swaps, mortgage swaps
and interest rate caps and floors positions.
A Fund will enter into interest rate and mortgage swaps only on a net
basis, i.e., the two payment streams are netted out, with the Fund receiving or
paying, as the case may be, only the net amount of the two payments. Inasmuch
as these transactions are entered into for good faith hedging purposes, the
Funds and the Advisor believe that such obligations do not constitute senior
securities as defined in the 1940 Act and, accordingly, do not treat them as
being subject to the Funds' borrowing restrictions. The net amount of the
excess, if
-15-
<PAGE>
any, of a Fund's obligations over its entitlements with respect to each interest
rate or mortgage swaps is accrued on a daily basis and an amount of cash or
liquid debt securities rated in one of the top three ratings categories by S&P,
Moody's or another NRSRO or if unrated by such rating organizations, deemed by
the Advisor to be of comparable quality ("High Grade Debt Securities") having an
aggregate net asset value at least equal to such accrued excess, is maintained
in a segregated account by the Fund's custodian.
A Fund does not enter into any interest rate or mortgage swap or
interest cap or floor transaction unless the unsecured commercial paper, senior
debt or the claims-paying ability of the other party thereto is rated either AA
or A-1 or Aa or P-1 or better by S&P or Moody's or the equivalent rating of
another NRSRO or if unrated by such rating organizations, determined by the
Advisor to be of comparable credit quality. If there is a default by the other
party to such a transaction, a Fund will have contractual remedies pursuant to
the agreements related to the transaction. The swap market has grown
substantially in recent years with a large number of banks and investment
banking firms acting both as principals and as agents utilizing standardized
swap documentation. As a result, the swap market has become relatively liquid
in comparison with the markets for other similar instruments which are traded in
the relevant market. However, the staff of the SEC takes the position that
swaps, caps and floors are illiquid for purposes of the Funds' limitations on
investments in illiquid securities.
RIGHTS OFFERINGS AND WARRANTS
- -----------------------------
As stated in their Prospectus, the Balanced, Growth, Aggressive Growth
and International Equity Funds may participate in rights offerings and may
purchase warrants, which are privileges issued by corporations enabling the
owners to subscribe to and purchase a specified number of shares of the
corporation at a specified price during a specified period of time.
Subscription rights normally have a short life span to expiration. The purchase
of rights or warrants involves the risk that a Fund could lose the purchase
value of a right or warrant if the right to subscribe to additional shares is
not exercised prior to the expiration of the rights and warrants. Also, the
purchase of rights and/or warrants involves the risk that the effective price
paid for the right and/or warrant added to the subscription price of the related
security may exceed the value of the subscribed security's market price such as
when there is no movement in the level of the underlying security. A Fund will
not invest more than 5% of its total assets, taken at market value, in warrants,
or more than 2% of its total assets, taken at market value, in warrants not
listed on the New York or American Stock Exchanges. Warrants acquired by a Fund
in units or attached to other securities are not subject to this restriction.
LENDING SECURITIES
- ------------------
Each Fund may lend its portfolio securities. Collateral for
securities loans may include cash, securities of the U.S. Government, its
agencies or instrumentalities, or those securities defined as "money market
instruments" in "Temporary Instruments" in the
-16-
<PAGE>
Prospectus for the Short-Term Government, Bond, Balanced, Growth, Aggressive
Growth and International Equity Funds, or any combination thereof. When a Fund
lends its securities, it continues to receive interest or dividends on the
securities loaned and may simultaneously earn interest on the investment of the
cash loan collateral which will be invested in readily marketable, high-quality,
short-term obligations. Although voting rights, or rights to consent, attendant
to securities on loan pass to the borrower, such loans may be called at any time
and will be called so that the securities may be voted by a Fund if a material
event affecting the investment is to occur.
REPURCHASE AGREEMENTS
- ---------------------
The repurchase price under the repurchase agreements described in the
Funds' Prospectus generally equals the price paid by a Fund plus interest
negotiated on the basis of current short-term rates (which may be more or less
than the rate on the securities underlying the repurchase agreement).
Securities subject to repurchase agreements are held by the Funds' Custodian (or
sub-custodian) or in the Federal Reserve/Treasury book-entry system. Repurchase
agreements are considered to be loans under the 1940 Act.
BANK OBLIGATIONS
- ----------------
For purposes of the Funds' investment policies with respect to bank
obligations, the assets of a bank or savings institution will be deemed to
include the assets of its domestic and foreign branches. Investments in
obligations issued by foreign banks and foreign branches of U.S. banks may
involve risks that are different from investments in obligations of domestic
branches of U.S. banks. These risks may include future unfavorable political
and economic developments, possible withholding taxes on interest income,
seizure or nationalization of foreign deposits, currency controls, interest
limitations, or other governmental restrictions which might affect the payment
of principal or interest on the securities held by the Fund. Additionally,
these institutions may be subject to less stringent reserve requirements and to
different accounting, auditing, reporting and recordkeeping requirements than
those applicable to domestic branches of U.S. banks.
Certificates of deposit issued by domestic branches of domestic banks
do not benefit materially, and certificates of deposit issued by foreign
branches of domestic banks do not benefit at all, from insurance from the
Federal Deposit Insurance Corporation.
Both domestic banks and foreign branches of domestic banks are subject
to extensive governmental regulations which may limit both the amount and types
of loans which may be made and interest rates which may be charged. In
addition, the profitability of the banking industry is dependent largely upon
the availability and costs of funds for the purpose of financing and lending
operations under prevailing money market conditions.
-17-
<PAGE>
General economic conditions as well as exposure to credit losses arising from
possible financial difficulties of borrowers play an important part in the
operations of this industry.
STRIPPED GOVERNMENT OBLIGATIONS
- -------------------------------
The Federal Reserve has established an investment program known as
"STRIPS" or "Separate Trading of Registered Interest and Principal of
Securities." The Bond and Balanced Funds may purchase securities registered
under this program. This allows the Funds to be able to have their beneficial
ownership of zero coupon securities recorded directly in the book-entry record-
keeping system in lieu of having to hold certificates or other evidences of
ownership of the underlying U.S. Treasury securities. The Treasury Department
has, within the past several years, facilitated transfers of such securities by
accounting separately for the beneficial ownership of particular interest coupon
and principal payments on Treasury securities through the Federal Reserve book-
entry record-keeping system.
In addition, the Bond and Balanced Funds may acquire U.S. Government
Obligations and their unmatured interest coupons that have been separated
("stripped") by their holder, typically a custodian bank or investment brokerage
firm. Having separated the interest coupons from the underlying principal of
the U.S. Government Obligations, the holder will resell the stripped securities
in custodial receipt programs with a number of different names, including
"Treasury Income Growth Receipts" ("TIGRs") and "Certificate of Accrual on
Treasury Securities" ("CATS"). The stripped coupons are sold separately from
the underlying principal, which is usually sold at a deep discount because the
buyer receives only the right to receive a future fixed payment on the security
and does not receive any rights to periodic interest (cash) payments. The
underlying U.S. Treasury bonds and notes themselves are held in book-entry form
at the Federal Reserve Bank or, in the case of bearer securities (i.e.,
unregistered securities which are ostensibly owned by the bearer or holder), in
trust on behalf of the owners. Counsel to the underwriters of these
certificates or other evidences of ownership of U.S. Treasury securities have
stated that, in their opinion, purchasers of the stripped securities most likely
will be deemed the beneficial holders of the underlying U.S. Government
Obligations for federal tax purposes. The Commerce Funds is unaware of any
binding legislative, judicial or administrative authority on this issue.
Investments by either Fund in these securities will not exceed 5% of the value
of the Fund's total assets.
The Prospectus discusses other types of stripped securities that may
be purchased by the Bond and Balanced Funds, including stripped mortgage-backed
securities.
MUNICIPAL OBLIGATIONS
- ---------------------
Municipal Obligations include debt obligations issued by governmental
entities to obtain funds for various public purposes, including the construction
of a wide range of public facilities, the refunding of outstanding obligations,
the payment of general operating expenses and the extension of loans to public
institutions and facilities.
-18-
<PAGE>
As described in the Prospectuses, the two principal classifications of
Municipal Obligations consist of "general obligation" and "revenue" issues, and
the respective portfolios may include "moral obligation" issues, which are
normally issued by special purpose authorities. There are, of course,
variations in the quality of Municipal Obligations both within a particular
classification and between classifications, and the yields on Municipal
Obligations depend upon a variety of factors, including general money market
conditions, the financial condition of the issuer, general conditions of the
municipal bond market, the size of a particular offering, the maturity of the
obligation and the rating of the issue.
As stated in their Prospectus, the Bond and Balanced Funds may, when
deemed appropriate by the Advisor in light of the particular Fund's investment
objective, invest in obligations issued by state and local governmental issuers.
Dividends which are derived from the interest of Municipal Obligations would be
taxable to the Funds' shareowners for federal income tax purposes.
From time to time, proposals have been introduced before Congress for
the purpose of restricting or eliminating the federal income tax exemption for
interest on Municipal Obligations. For example, under the federal tax
legislation enacted in 1986, interest on certain private activity bonds must be
included in an investor's alternative minimum taxable income, and corporate
investors must treat all tax-exempt interest as an item of tax preference. The
Commerce Funds cannot predict what legislation, if any, may be proposed or
enacted in the future regarding the federal tax status of interest on such
obligations. Such proposals, whether pending or enacted, might materially and
adversely affect the availability of Municipal Obligations for investment by a
particular Fund and the liquidity and value of its respective portfolio. In
such an event, the Fund would re-evaluate its investment objective and policies
and consider possible changes in its structure or possible dissolution.
Certain of the Municipal Obligations held by a Fund may be insured as
to the timely payment of principal and interest. The insurance policies will
usually be obtained by the issuer of the Municipal Obligation at the time of its
original issuance. In the event that the issuer defaults on interest or
principal payment, the insurer will be notified and will be required to make
payment to the bondholders. There is, however, no guarantee that the insurer
will meet its obligations. In addition, such insurance will not protect against
market fluctuations caused by changes in interest rates and other factors.
FOREIGN INVESTMENTS
- -------------------
As indicated in their Prospectus, the Bond, Growth, Aggressive Growth
and International Equity Funds may invest up to 20%, 10%, 10% and 100%,
respectively, of their total assets, and the Balanced Fund may invest up to 20%
and 10% of the fixed income and equity portions of its portfolio, respectively,
in securities issued by foreign issuers, including
-19-
<PAGE>
American Depository Receipts ("ADRs") and, in the case of the International
Equity Fund, European Depository Receipts ("EDRs"), wherever organized ("Foreign
Securities"). In considering whether to invest in the Foreign Securities, the
Advisor will consider such factors as the characteristics of the particular
issuer, differences between economic trends and the performance of securities
markets within the U.S. and those within other countries, and also factors
relating to the general economic, governmental and social conditions of the
country or countries where the issuer is located.
FOREIGN CURRENCY TRANSACTIONS
- -----------------------------
In order to protect against a possible loss on investments resulting
from a decline or appreciation in the value of a particular foreign currency
against the U.S. dollar or another foreign currency or for other reasons, the
International Equity Fund is authorized to enter into forward currency exchange
contracts. These contracts involve an obligation to purchase or sell a
specified currency at a future date at a price set at the time of the contract.
Forward currency contracts do not eliminate fluctuations in the values of
portfolio securities but rather may allow a Fund to establish a rate of exchange
for a future point in time.
The Fund may enter into forward foreign currency exchange contracts in
several circumstances. When entering into a contract for the purchase or sale
of a security, the Fund may enter into a contract for the amount of the purchase
or sale price to protect against variations, between the date the security is
purchased or sold and the date on which payment is made or received, in the
value of the foreign currency relative to the U.S. dollar or other foreign
currency.
When the Advisor anticipates that a particular foreign currency may
decline substantially relative to the U.S. dollar or other leading currencies,
in order to reduce risk, the Fund may enter into a forward contract to sell, for
a fixed amount, the amount of foreign currency approximating the value of some
or all of the Fund's securities denominated in such foreign currency.
Similarly, when the securities held by the Fund create a short position in a
foreign currency, the Fund may enter into a forward contract to buy, for a fixed
amount, an amount of foreign currency approximating the short position. With
respect to any forward foreign currency contract, it will generally not be
possible to precisely match the amount covered by that contract and the value of
the securities involved due to the changes in the values of such securities
resulting from market movements between the date the forward contract is entered
into and the date it matures. While forward contracts may offer protection from
losses resulting from declines or appreciation in the value of a particular
foreign currency, they also limit potential gains which might result from
changes in the value of such currency. The Fund will also incur costs in
connection with forward foreign currency exchange contracts and conversions of
foreign currencies and U.S. dollars. In addition, the Advisor may purchase or
sell forward foreign currency exchange contracts for the Fund for non-hedging
purposes when the Advisor anticipates that the foreign currency will appreciate
or depreciate in value.
-20-
<PAGE>
A separate account consisting of liquid assets, such as cash, U.S.
Government securities or other liquid high grade debt obligations, equal to the
amount of the Fund's assets that could be required to consummate forward
contracts will be established with the Fund's Custodian except to the extent the
contracts are otherwise "covered." For the purpose of determining the adequacy
of the securities in the account, the deposited securities will be valued at
market or fair value. If the market or fair value of such securities declines,
additional cash or securities will be placed in the account daily so that the
value of the account will equal the amount of such commitments by the Fund. A
forward contract to sell a foreign currency is "covered" if the Fund owns the
currency (or securities denominated in the currency) underlying the contract, or
holds a forward contract (or call option) permitting the Fund to buy the same
currency at a price no higher than the Fund's price to sell the currency. A
forward contract to buy a foreign currency is "covered" if the Fund holds a
forward contract (or put option) permitting the Fund to sell the same currency
at a price as high as or higher than the Fund's price to buy the currency.
REVERSE REPURCHASE AGREEMENTS
- -----------------------------
When a Fund enters into a reverse repurchase agreement (an agreement
under which the Fund sells portfolio securities and agrees to repurchase them at
an agreed-upon date and price), it will place in a segregated custodial account
liquid assets such as U.S. Government securities or other liquid high grade debt
securities having a value equal to or greater than the repurchase price
(including accrued interest) and will subsequently monitor the account to ensure
that such value is maintained. Reverse repurchase agreements involve the risk
that the market value of the securities sold by a Fund may decline below the
price of the securities it is obligated to repurchase. Reverse repurchase
agreements are considered to be borrowings under the 1940 Act.
WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS
- ---------------------------------------------
Each Fund may purchase securities on a when-issued basis or enter into
forward commitment transactions. When a Fund agrees to purchase securities on a
when-issued basis or enters into a forward commitment to purchase securities,
the Custodian will set aside cash, U.S. government securities or other liquid
high grade debt obligations equal to the amount of the purchase or the
commitment in a separate account. Normally, the Custodian will set aside
portfolio securities to meet this requirement. The market value of the separate
account will be monitored and if such market value declines, the Fund will be
required subsequently to place additional assets in the separate account in
order to ensure that the value of the account remains equal to the amount of the
Fund's commitments. Because a Fund will set aside cash or liquid high grade
debt securities in the manner described, the Fund's liquidity and ability to
manage its portfolio might be affected in the event its when-issued purchases or
forward commitments ever exceeded 25% of the value of its assets. In the case
-21-
<PAGE>
of a forward commitment to sell portfolio securities, the Custodian will hold
the portfolio securities in a segregated account while the commitment is
outstanding.
A Fund will make commitments to purchase securities on a when-issued
basis or to purchase or sell securities on a forward commitment basis only with
the intention of completing the transaction and actually purchasing or selling
the securities. If deemed advisable as a matter of investment strategy, however,
a Fund may dispose of or renegotiate a commitment after it is entered into, and
may sell securities it has committed to purchase before those securities are
delivered to the Fund on the settlement date. In these cases a Fund may realize
a capital gain or loss.
When a Fund engages in when-issued and forward commitment
transactions, it relies on the other party to consummate the trade. Failure of
such party to do so may result in the Fund's incurring a loss or missing an
opportunity to obtain a price considered to be advantageous.
The value of the securities underlying a when-issued purchase or a
forward commitment to purchase securities, and any subsequent fluctuations in
their value, is taken into account when determining a Fund's net asset value
starting on the day that the Fund agrees to purchase the securities. A Fund
does not earn interest on the securities it has committed to purchase until they
are paid for and delivered on the settlement date. When a Fund makes a forward
commitment to sell securities it owns, the proceeds to be received upon
settlement are included in the Fund's assets, and fluctuations in the value of
the underlying securities are not reflected in the Fund's net asset value as
long as the commitment remains in effect.
CONVERTIBLE SECURITIES
- ----------------------
As indicated in their Prospectus, the Bond, Balanced, Growth,
Aggressive Growth and International Equity Funds may invest in convertible
securities. Convertible securities entitle the holder to receive interest paid
or accrued on debt or the dividend paid on preferred stock until the convertible
securities mature or are redeemed, converted or exchanged. Prior to conversion,
convertible securities have characteristics similar to ordinary debt securities
in that they normally provide a stable stream of income with generally higher
yields than those of common stock of the same or similar issuers. Convertible
securities rank senior to common stock in the corporate capital structure and,
therefore, generally entail less risk than the corporation's common stock,
although the extent to which such risk is reduced depends in large measure upon
the degree to which the convertible security sells above its value as a fixed
income security.
In selecting convertible securities, the Advisor will consider, among
other factors, their evaluation of the creditworthiness of the issuers of the
securities, the interest or dividend income generated by the securities, the
potential for capital appreciation of the securities and the underlying stocks,
the prices of the securities relative to other comparable
-22-
<PAGE>
securities and to the underlying stocks, whether the securities are entitled to
the benefits of sinking funds or other protective conditions, the issuer
diversification of a Fund and whether the securities are rated by Moody's, S&P
or another NRSRO and, if so, the ratings assigned.
The value of convertible securities is a function of their investment
value (determined by yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and
their conversion value (their worth, at market value, if converted into the
underlying stock). The investment value of convertible securities is influenced
by changes in interest rates, with investment value declining as interest rates
increase and increasing as interest rates decline, and by the credit standing of
the issuer and other factors. The conversion value of convertible securities is
determined by the market price of the underlying stock. If the conversion value
is low relative to the investment value, the price of the convertible securities
is governed principally by their investment value. To the extent the market
price of the underlying stock approaches or exceeds the conversion price, the
price of the convertible securities will be increasingly influenced by their
conversion value. In addition, convertible securities generally sell at a
premium over their conversion value determined by the extent to which investors
place value on the right to acquire the underlying stock while holding fixed
income securities.
INVESTMENT LIMITATIONS
- ----------------------
Each Fund subject to the investment limitations enumerated below which
may not be changed with respect to a Fund without the approval of the lesser of
(1) 67% of the Fund's shares present at a meeting of shareowners if the holders
of more than 50% of the outstanding shares are present in person or by proxy or
(2) more than 50% of the Fund's outstanding shares. Other restrictions in the
form of non-fundamental policies are subject to change by The Commerce Funds'
Board of Trustees without shareowner approval. If a percentage limitation is
satisfied at the time of investment, a later increase or decrease in such
percentage resulting from a change in the value of a Fund's investments will not
constitute a violation of such limitation, except that any borrowing by a Fund
that exceeds the fundamental investment limitations stated above must be reduced
to meet such limitations within the period required by the 1940 Act (currently
three days). Otherwise, a Fund may continue to hold a security even though it
causes the Fund to exceed a percentage limitation because of the fluctuation in
the value of the Fund's assets.
As a matter of fundamental policy, no Fund may:
1. Purchase or sell real estate, except that a Fund may invest in
securities directly or indirectly secured by real estate or interests therein or
issued by companies which invest in real estate or interests therein and may
hold and sell real estate acquired by a Fund as a result of the ownership of
securities.
-23-
<PAGE>
2. Make loans to other persons, except that the purchase of all or a
portion of an issue of securities or obligations of the type in which a Fund may
invest shall not be deemed to be the making of a loan, and except further that a
Fund may enter into repurchase agreements in accordance with its investment
objective and policies and may lend its portfolio securities in an amount not to
exceed 33 1/3% of the value of its total assets.
3. Borrow money, issue senior securities or pledge its assets, except
that a Fund may borrow from banks and enter into reverse repurchase agreements
as a temporary measure for extraordinary or emergency purposes or to meet
redemptions in amounts not exceeding 33 1/3% (taken at market value) of its
total assets (including the amount borrowed) and pledge its assets to secure
such borrowings. No Fund will purchase securities while its aggregate
borrowings (including reverse repurchase agreements and borrowings from banks)
in excess of 5% of its total assets are outstanding. Securities held in escrow
or separate accounts in connection with a Fund's investment practices are not
deemed to be pledged for purposes of this limitation.
4. Purchase securities on margin, except that (i) a Fund may obtain
such short-term credit as may be necessary for the clearance of purchases and
sales of portfolio securities, (ii) a Fund may pay initial or variation margin
in connection with futures and related option transactions, and (iii) this
investment limitation shall not apply to a Fund's transactions in futures
contracts and related options or to a Fund's transactions in securities on a
when-issued or forward commitment basis.
5. Underwrite securities of other issuers, except insofar as a Fund
technically may be deemed an underwriter under the Securities Act of 1933 in
purchasing and selling portfolio securities and except insofar as such
underwriting would comply with the limits set forth in the 1940 Act.
6. Purchase or sell commodities or contracts on commodities, except
to the extent a Fund may do so in accordance with applicable law and a Fund's
current prospectus and statement of additional information, as it may be amended
from time to time, and without registering as a commodity pool operator under
the Commodities Exchange Act.
As a matter of non-fundamental policy, no Fund may:
1. Purchase securities of other investment companies except (a)
purchases which are part of a plan of merger, consolidation, reorganization, or
acquisition, and (b) other purchases of the securities of investment companies
only if the purchases are of open-ended, no-load funds, are conditioned on the
waiver of management fees and further, if immediately thereafter (i) not more
than 3% of the total outstanding voting stock of such company is owned by the
Fund, (ii) not more than 5% of the Fund's total assets, taken at market value,
would be invested in the securities of any one investment company, (iii) not
more than 10% of the Fund's total assets, taken at market value, would be
invested in the aggregate in securities of investment companies as a group, and
(iv) the Fund, together with other
-24-
<PAGE>
investment companies having the same investment adviser and companies controlled
by such companies, owns not more than 10% of the total outstanding stock of any
one investment company.
2. Make short sales of securities or maintain a short position except
that a Fund may make short sales against-the-box (defined as the extent to which
a Fund contemporaneously owns or has the right to obtain at no added cost
securities identical to those sold short).
3. Invest in restricted securities that are not registered or are
offered in an exempt non-public offering under the Securities Act of 1933
(excluding Rule 144A Securities), if at the time of acquisition more than 5% of
its net assets would be invested in such securities.
4. Invest in restricted securities (including Rule 144A Securities)
when aggregated with investments in securities of companies having a record
together with predecessors, of less than three years of continuous operation if
at the time of acquisition more than 15% of its total assets would be invested
in such securities.
5. Make investments for the purpose of exercising control or
management.
6. Invest in warrants if at the time of acquisition a Fund's
investment in warrants, valued at the lower of cost or market value, would
exceed 5% of the Fund's net assets; included within such limitation, but not to
exceed 2% of the Fund's net assets, are warrants which are not listed on the New
York Stock Exchange or American Stock Exchange or a major foreign exchange. For
purposes of this restriction, warrants acquired by a Fund in units or attached
to securities may be deemed to be without value.
7. Invest in securities of companies having a record together with
predecessors, of less than three years of continuous operation, if more than 5%
of a Fund's total assets would be invested in such securities. This restriction
shall not apply to mortgage-related securities, asset-backed securities or U.S.
Government Obligations.
8. Purchase or retain the securities of any issuer, if those
individual officers and Trustees of The Commerce Funds, the Advisor or any
subsidiary thereof each owning beneficially more than one half of one percent of
the securities of such issuer own in the aggregate more than 5% of the
securities of such issuer.
9. Invest in real estate limited partnership interests or interests
in oil, gas or other mineral leases, or exploration or development programs,
except that a Fund may invest in securities issued by companies that engage in
oil, gas or other mineral exploration of development activities.
-25-
<PAGE>
10. Write, purchase or sell puts, calls, straddles, spreads or
combinations thereof with respect to more than 25% of the value of its net
assets.
In addition, the fundamental investment limitation listed below is
summarized in the Prospectus and is set forth below in it's entirety.
1. With regard to the Short-Term Government, Bond, Balanced, Growth,
Aggressive Growth and International Equity Funds:
Each Fund will limit its investments so that, with respect to 75% of a
Fund's total assets: (i) not more than 5% of a Fund's total assets
will be invested in the securities or any one issuer; (ii) not more
than 25% of a Fund's total assets will be invested in the securities
of issuers in any one industry; and (iii) not more than 10% of the
outstanding voting securities of any one issuer will be held by a
Fund. Securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and repurchase agreements collateralized
by such securities are excepted from these limitations. Each Fund may
borrow money from banks for temporary or emergency purposes or to meet
redemption requests and may enter into reverse repurchase agreements,
provided that the Fund maintains asset coverage of at least 300% for
all such borrowings.
In order to permit the sale of a Fund's shares in certain states, The
Commerce Funds may agree to certain restrictions that may be stricter than the
investment policies and limitations described above. Should a Fund determine
that any such restriction is no longer in such Fund's best interest, it will
revoke its agreement by no longer selling Fund shares in the state involved.
NET ASSET VALUE
The net asset value per share for each Fund of The Commerce Funds is
calculated separately for Institutional Shares and Service Shares by adding the
value of all portfolio securities and other assets belonging to the Fund that
are allocable to a particular class, subtracting the liabilities charged to that
class, and dividing the result by the number of outstanding shares of the class.
Assets which belong to the Fund consist of the consideration received upon the
issuance of shares of the Fund together with all income, earnings, profits and
proceeds derived from the investment thereof, including any proceeds from the
sale of such investments, any funds or payments derived from any reinvestment of
such proceeds, and a portion of any general assets of The Commerce Funds not
belonging to a particular investment portfolio. Assets belonging to a Fund are
charged with the direct liabilities of that Fund and with a share of the general
liabilities of The Commerce Funds which are normally allocated in proportion to
the relative net asset values of all of The
-26-
<PAGE>
Commerce Funds' investment portfolios at the time of allocation. Certain payment
under The Commerce Funds' Distribution and Service Plan, however, are applicable
only to the Service Shares of the Funds.
As stated in their Prospectus, a Fund's investments will be valued at
market value or, in the absence of a market value with respect to any portfolio
securities, at fair value as determined by or under the direction of The
Commerce Funds' Board of Trustees. A security that is primarily traded on a
domestic securities exchange (including securities traded through the National
Market System) is valued at the last sale price on that exchange or, if there
were no sales during the day, at the current quoted bid price. Securities traded
on only over-the-counter markets are valued on the basis of closing over-the-
counter bid prices. Securities for which there were no transactions are valued
at the average of the current bid and asked prices. Restricted securities and
securities for which market quotations are not readily available are valued at
fair value as determined in good faith by the Board of Trustees.
The value of a Fund's portfolio securities that are traded on stock
exchanges outside the United States are based upon the price on the exchange as
of the close of business of the exchange immediately preceding the time of
valuation, except when an occurrence subsequent to the time a value was so
established is likely to have changed such value; then the fair value of those
securities will be determined through consideration of other factors by or under
the direction of The Commerce Funds' Board of Trustees. Securities trading in
over-the-counter markets in European and Pacific Basin countries is normally
completed well before 4:00 P.M. Eastern time. In addition, European and Pacific
Basin securities trading may not take place on all Business Days. Furthermore,
trading takes place in Japanese markets on certain Saturdays and in various
foreign markets on days which are not considered to be Business Days. The
calculation of the net asset value of the Fund may not take place
contemporaneously with the determination of the prices of portfolio securities
used in such calculation. Events affecting the values of portfolio securities
that occur between the time their prices are determined and 4:00 P.M. Eastern
time, and at other times may not be reflected in the calculation of net asset
value of the Fund.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Shares of the Funds are offered and sold on a continuous basis by The
Commerce Funds' Distributor, Goldman, Sachs & Co., acting as agent for The
Commerce Funds. Using the initial offering price per share, the maximum offering
price of the Funds' shares would be as follows:
-27-
<PAGE>
TABLE
-----
<TABLE>
<CAPTION>
Inter-
Short-Term Aggressive national
Govt. Bond Balanced Growth Growth Equity
Fund Fund Fund Fund Fund Fund
------- ---- -------- ------ ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Assets.............
Number of Shares
Outstanding............
Net Asset Value
Per Share..............
Sales Charge, 3.50
percent of offering
price (3.63 percent
of net asset value
per share).............
Offering Price to
Public.................
</TABLE>
Prior to November 1, 1996, The Commerce Funds only offered Institutional
Shares. Beginning November 1, 1996 The Commerce Funds began offering Service
Shares.
Under the 1940 Act, a Fund may suspend the right of redemption or postpone
the date of payment for shares during any period when (a) trading on the New
York Stock Exchange is restricted by applicable rules and regulations of the
SEC; (b) the Exchange is closed for other than customary weekend and holiday
closing; (c) the SEC has by order permitted such suspension; or (d) an emergency
exists as determined by the SEC. (The Commerce Funds may also suspend or
postpone the recordation of the transfer of shares upon the occurrence of any of
the foregoing conditions.)
In addition to the situations described in the Prospectuses under "How
To Sell Shares," The Commerce Funds may redeem shares involuntarily to reimburse
the Funds for any loss sustained by reason of the failure of a shareowner to
make full payment for shares purchased by the shareowner or to collect any
charge relating to a transaction effected for the benefit of a shareowner which
is applicable to shares of the Funds as provided in the Prospectuses.
In an exchange, the redemption of Service Shares being exchanged will
be made at the per share net asset value of the Service Shares to be redeemed
next determined after the exchange request is received. The Service Shares of
the Fund to be acquired will be purchased at the per share net asset value of
those Service Shares (plus any applicable sales charge) next determined after
acceptance of the purchase order by The Commerce Funds in accordance with its
customary policies for accepting investments.
-28-
<PAGE>
A Fund may make payment for redemption in securities or other property
if it appears appropriate to do so in light of the Fund's responsibilities under
the 1940 Act. In the event shares are redeemed for securities or other
property, shareowners may incur additional costs in connection with the
conversion thereof to cash. Redemption in kind is not as liquid as a cash
redemption. Shareowners who receive a redemption in kind may receive less than
the redemption value of their shares upon sale of the securities or property
received, particularly where such securities are sold prior to maturity.
RETIREMENT PLANS
- ----------------
Profit-Sharing Plan. The Short-Term Government, Bond, Balanced,
-------------------
Growth, Aggressive Growth and International Equity Funds have available a
profit-sharing plan (including a 401(k) option) (the "Profit-Sharing/401(k)
Plan") for use by both self-employed individuals (sole proprietorships and
partnerships) and corporations who wish to use shares of the Funds as a funding
medium for a retirement plan qualified under the Internal Revenue Code.
The Internal Revenue Code provides certain tax benefits for
contributions by a self-employed individual or corporation to the Profit-
Sharing/401(k) Plan. For example, contributions to the Plan are deductible
(subject to certain limits) and earnings on the contributions are not taxed
until distributed. However, distribution of amounts from the Profit-
Sharing/401(k) Plan to a participant before the participant attains age 59 1/2
will (with certain exceptions) result in an additional 10% tax on the amount
included in the participant's gross income.
Individual Retirement Account. The Short-Term Government, Bond,
-----------------------------
Balanced, Growth, Aggressive Growth and International Equity Funds have
available a plan (the "IRA") for use by individuals with compensation for
services rendered (including earned income from self-employment) who wish to use
shares of the Funds as a funding medium for individual retirement saving.
However, except for rollover contributions, an individual who has attained, or
will attain, age 70 1/2 before the end of the taxable year may only contribute
to an IRA for his or her nonworking spouse under age 70 1/2.
The individual's IRA assets (and earnings thereon) may generally not
be withdrawn (without the individual's incurring an additional 10% tax on the
amount included in the individual's gross income) until age 59 1/2. Earnings on
amounts contributed to the IRA are not taxed until distributed.
In both of these Plans available through the Funds, distributions of
net investment income and capital gains will be automatically reinvested.
The foregoing brief descriptions are not complete or definitive
explanations of the Profit-Sharing/401(k) Plan or IRA available for investment
in the Funds. Any person who
-29-
<PAGE>
wishes to establish a retirement plan account may do so by contacting The
Commerce Funds directly. The complete Plan documents and applications will be
provided to existing or prospective shareowners upon request, without
obligation. The Commerce Funds recommends that investors consult their
attorneys or tax advisers to determine if the retirement programs described
herein are appropriate for their needs.
DESCRIPTION OF SHARES
The Commerce Funds is a Delaware business trust organized on February
7, 1994. Under the Funds' Trust Instrument, the beneficial interest in The
Commerce Funds shall be divided into such transferable shares of one or more
separate and distinct series or classes of a series, as the Trustees shall from
time to time create and establish. The Trustees may, from time to time and
without vote of the shareowners, issue shares to a party or parties and for such
amount and type of consideration and on such terms, subject to applicable law,
as the Trustees may deem appropriate. The Trustees may issue fractional shares
and shares held in the treasury. Also, the trustees may from time to time
divide or combine the shares into a greater or lesser number without thereby
changing the proportionate beneficial interests in The Commerce Funds. The
proceeds received by each Fund for each issue or sale of its shares, and all net
investment income, realized and unrealized gain and proceeds thereof, subject
only to the rights of creditors, will be specifically allocated to and
constitute the underlying assets of that Fund. The underlying assets of each
Fund will be segregated on the books of account.
The Trustees shall have full power and authority, in their sole
discretion, and without obtaining any prior authorization or vote of shareowners
of any series of The Commerce Funds, to establish and designate and to change in
any manner any such series of shares or any classes of initial or additional
series and to fix such relative preferences, voting powers, rights and
privileges of such series or classes thereof as the Trustees may from time to
time determine, to divide or combine the shares or any series or classes thereof
into a greater or lesser number, to classify or reclassify any issued shares or
any series or classes thereof into one or more series or classes of shares, and
to take such other action with respect to the shares as the trustees may deem
desirable.
In the event of a liquidation or dissolution of The Commerce Funds or
an individual Fund, the Trustees may sell and convey all or substantially all of
the assets of The Commerce Funds or any series to another entity or to a
separate series of shares thereof, for adequate consideration. The sale or
conveyance may include the assumption of all outstanding obligations, taxes and
other liabilities and may include shares of beneficial interest, stock or other
ownership interests. In the alternative, the Trustees may sell and convert into
money all of the assets of The Commerce Funds or any series. After such
actions, the Trustees will distribute the remaining proceeds or assets (as the
case may be) of each series (or class) ratably among the holders of shares of
those series then outstanding.
-30-
<PAGE>
Rule 18f-2 under the 1940 Act provides that any matter required by the
provisions of the 1940 Act or applicable state law, or otherwise, to be
submitted to the holders of the outstanding voting securities of an investment
company shall not be deemed to have been effectively acted upon unless approved
by the holders of a majority of the outstanding shares of each investment
portfolio affected by such matter. Rule 18f-2 further provides that an
investment portfolio shall be deemed to be affected by a matter unless the
interests of each investment portfolio in the matter are substantially identical
or the matter does not affect any interest of the investment portfolio. Under
the Rule, the approval of an investment advisory agreement or any change in a
fundamental investment policy would be effectively acted upon with respect to an
investment portfolio only if approved by a majority of the outstanding shares of
such investment portfolio. However, the Rule also provides that the
ratification of the appointment of independent accountants, the approval of
principal underwriting contracts and the election of Trustees may be effectively
acted upon by shareowners of The Commerce Funds voting together in the aggregate
without regard to a particular investment portfolio.
The shareowners have power to vote only for the election of Trustees,
for the removal of Trustees and with respect to such additional matters relating
to The Commerce Funds as may be required by law, by the Trust Instrument, or as
the Trustees may consider desirable. The Trustees may also determine that a
matter affects only the interests of one or more classes of a series, in which
case any such matter shall be voted on by such class or classes. Each whole
share shall be entitled to one vote as to any matter on which it is entitled to
vote, and each fractional share shall be entitled to a proportionate fractional
vote. There shall be no cumulative voting in the election of Trustees. Shares
may be voted in person or by proxy or in any manner provided for in the By-laws.
A proxy may be given in writing, by telefax, or in any other manner provided for
in the By-laws.
Special meetings of the shareowners of any series may be called by the
Trustees and shall be called by the Trustees upon the written request of
shareowners owning at least 10% of the outstanding shares entitled to vote.
Whenever ten or more shareowners meeting the qualifications set forth in Section
16(c) of the 1940 Act seek the opportunity of furnishing materials to the other
shareowners with a view to obtaining signatures on such a request for a meeting,
the Trustees shall provide shareowners access to The Commerce Funds' list of
record shareowners or the mailing of such materials to such record shareowners,
subject to the applicable provisions of the 1940 Act. Notice shall be sent by
mail or such other means as determined by the Trustees at least 15 days prior to
any such meeting. One-third of the shares entitled to vote in person or by
proxy shall be a quorum for the transaction of business at a shareowners'
meeting, except that where any provision of law or of the Trust Instrument
permits or requires that holders of any series shall vote as a series (or that
holders of a class shall vote as a class), then one-third of the aggregate
number of shares of that series (or that class) entitled to vote shall be
necessary to constitute a quorum for the transaction of business by that series
(or that class). Any action which may be taken by the shareowners of The
Commerce Funds or of a series may be taken without a meeting if shareowners
holding more than a majority of the shares entitled to vote, except when a
larger vote is required by law or
-31-
<PAGE>
by any provision of the Trust Instrument, shall consent to the action in
writing, provided that such action by written consent is approved by the Board
of Trustees.
When used in the Prospectuses or in this Statement of Additional
Information, a "majority" of shareowners of The Commerce Funds or a particular
Fund means, with respect to the approval of an investment advisory agreement or
a change in an investment objective or a fundamental investment policy, the vote
of the lesser of (1) 67% of the shares of The Commerce Funds or the Fund present
at a meeting if the holders of more than 50% of the outstanding shares are
present in person or by proxy, or (2) more than 50% of the outstanding shares of
The Commerce Funds or the Fund.
The Trust Instrument provides that the Trustees, when acting in their
capacity, will not be personally liable to any person other than The Commerce
Funds or a beneficial owner for any act, omission or obligation of The Commerce
Funds or any Trustee. A Trustee shall not be liable for any act or omission in
his capacity as Trustee, or for any act or omission of any officer or employee
of The Commerce Funds or of any other person or party, provided that nothing
contained in the Trust Instrument or in the Delaware Business Trust law shall
protect any Trustee against any liability to The Commerce Funds or to
shareowners to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee.
ADDITIONAL INFORMATION CONCERNING TAXES
The following summarizes certain additional tax considerations
generally affecting the Funds and their shareowners that are not described in
the Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Funds or their shareowners, and the discussion here and in the
Prospectus is not intended as a substitute for careful tax planning. Potential
investors should consult their tax advisers with specific reference to their own
tax situations.
FEDERAL - GENERAL INFORMATION
Each Fund will elect to be taxed separately as a regulated investment
company under Part I of Subchapter M of Subtitle A, Chapter 1 of the Internal
Revenue Code of 1986, as amended (the "Code"). As a regulated investment
company, each Fund is exempt from federal income tax on its net investment
income and realized capital gains that it distributes to shareowners, provided
that it distributes an amount equal to at least the sum of 90% of its tax-exempt
income and 90% of its investment company taxable income (net investment income
and the excess of net short-term capital gain over net long-term capital loss),
if any, for the year (the "Distribution Requirement") and satisfies certain
other requirements of the Code that are described below.
In addition to satisfaction of the Distribution Requirement, each Fund
must derive with respect to a taxable year at least 90% of its gross income from
dividends,
-32-
<PAGE>
interest, certain payments with respect to securities loans and gains from the
sale or other disposition of stock or securities or foreign currencies, or from
other income derived with respect to its business of investing in such stock,
securities, or currencies (the "Income Requirement") and derive less than 30% of
its gross income from the sale or other disposition of securities and certain
other investments held for less than three months (the "Short-Short Test").
Interest (including original issue discount and "accrued market discount")
received by a Fund at maturity or on disposition of a security held for less
than three months will not be treated as gross income derived from the sale or
disposition of such security within the meaning of this requirement. However,
any other income that is attributable to realized market appreciation will be
treated as gross income from the sale or other disposition of securities for
this purpose.
In addition to the foregoing requirements, at the close of each
quarter of its taxable year, at least 50% of the value of each Fund's assets
must consist of cash and cash items, U.S. Government securities, securities of
other regulated investment companies, and securities of other issuers (as to
which a Fund has not invested more than 5% of the value of its total assets in
securities of such issuer and as to which a Fund does not hold more than 10% of
the outstanding voting securities of such issuer) and no more than 25% of the
value of each Fund's total assets may be invested in the securities of any one
issuer (other than U.S. Government securities and securities of other regulated
investment companies) or in two or more issuers which such Fund controls and
which are engaged in the same or similar trades or businesses.
In the case of corporate shareowners, distributions of a Fund for any
taxable year generally qualify for the dividends received deduction to the
extent of the gross amount of "qualifying dividends" received by the Fund for
the year. A dividend usually will be treated as a "qualifying dividend" if it
has been received from a domestic corporation. A portion of the dividends paid
by the Balanced, Growth and Aggressive Growth Funds may constitute "qualifying
dividends." The other Funds, however, are not expected to pay qualifying
dividends.
Ordinary income of individuals is taxable at a maximum nominal rate of
39.6%, but because of limitations on itemized deductions otherwise allowable and
the phase-out of personal exemptions, the maximum effective marginal rate of tax
for some taxpayers may be higher. An individual's long-term capital gains will
be taxable at a maximum nominal rate of 28%. For corporations, long-term
capital gains and ordinary income are both taxable at a maximum nominal rate of
35%.
-33-
<PAGE>
If for any taxable year any Fund does not qualify as a regulated
investment company, all of its taxable income will be subject to tax at regular
corporate rates without any deduction for distributions to shareowners. In such
event, all distributions (whether or not derived from exempt-interest income)
would be taxable as ordinary income to the extent of such Fund's current and
accumulated earnings and profits and would be eligible for the dividends
received deduction in the case of corporate shareowners.
The Code imposes a non-deductible 4% excise tax on regulated
investment companies that fail currently to distribute an amount equal to
specified percentages of their ordinary taxable income and capital gain net
income (excess of capital gains over capital losses). Each Fund intends to make
sufficient distributions or deemed distributions of its ordinary taxable income
and capital gain net income each calendar year to avoid liability for this
excise tax.
The foregoing general discussion of federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the date
of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Although each Fund expects to qualify as a "regulated investment
company" and to be relieved of all or substantially all federal income taxes,
depending upon the extent of its activities in states and localities in which
its offices are maintained, in which its agents or independent contractors are
located or in which it is otherwise deemed to be conducting business, each Fund
may be subject to the tax laws of such states or localities.
See Appendix B -- "Accounting and Tax Treatment" -- for a general
discussion of the federal tax treatment of futures contracts, related options
thereon and other financial instruments, including their treatment under the
Short-Short Test.
MANAGEMENT OF THE COMMERCE FUNDS
TRUSTEES AND OFFICERS OF THE TRUST
The Board of Trustees of the Trust is responsible for the management
of the business and affairs of the Trust. The Trustees and executive officers
of the Trust and their principal occupations for the last five years are set
forth below. Each Trustee has an address at c/o The Commerce Funds, 922 Walnut
Street, Kansas City, Missouri 64141.
-34-
<PAGE>
<TABLE>
<CAPTION>
Name, Address and Age Position(s) Held Principal Occupation(s) During Past 5 Years
with the Trust
- --------------------- ---------------- -------------------------------------------
<S> <C> <C>
John Eric Helsing Trustee and Chairman Retired. Former Professor and Chairman,
c/o The Commerce Funds Department of Business Administration and
922 Walnut Street Economics of William Jewell College since
Kansas City, MO 64141 September 1990. Lecturer at William Jewell
Age: 62 College since January 1989. Director, Valentine
Radford Communications and The Learning
Exchange and Trustee, Midwest Research Institute.
Warren W. Weaver Trustee and President Retired. Former Vice Chairman,
c/o The Commerce Funds Commerce Bancshares, Inc. and
922 Walnut Street Commerce Bank, N.A.
Kansas City, MO 64141
Age: 65
*Randall D. Barron Trustee and Treasurer Retired President, 140 Division Southwestern Bell
c/o The Commerce Funds Telephone Company since 1984. Former Director,
922 Walnut Street Commerce Bancshares, Inc.
Kansas City, MO 64141
Age: 66
Dr. David L. Bodde Trustee Vice President, Midwest Research Institute since
c/o The Commerce Funds January 1991. Executive Director, Commission on
922 Walnut Street Engineering, National Academy of Sciences from
Kansas City, MO 64141 April 1986 to January 1991; Director, Energy
Age: 53 Futures Coalition; Director, Missouri
Technological Corporation. Director, Kansas City
Power & Light Company since 1994.
John Joseph Holland Trustee Vice President, and Chief Financial Officer,
c/o The Commerce Funds Butler Manufacturing Company since January 1990
922 Walnut Street and Vice President and Controller prior thereto.
Kansas City, MO 64141 Director, Allendale Insurance Company.
Age: 45
Paul Klug Vice President Vice President and Manager, Bank Proprietary
Goldman Sachs Asset Mutual Funds unit within the Institutional Funds
Management, 42nd Floor Group of Goldman Sachs Asset Management since
One New York Plaza 1994. Chief Operating Officer, Chase Manhattan's
New York, NY 10004 Vista Capital Management Group prior thereto.
Age: 44
Nancy L. Mucker Vice President Vice President, Goldman Sachs since April 1985.
Goldman Sachs Asset Co-Manager of Funds Group Shareholder Services
Management of Goldman Sachs Asset Management since
4900 Sears Tower November 1989.
Chicago, IL 60606
Age: 46
Pauline Taylor Vice President Vice President, Goldman Sachs since June 1992.
Goldman Sachs Asset Consultant since 1989. Senior Vice President,
Management Fidelity Investments prior to 1989.
4900 Sears Tower
Chicago, IL 60606
Age: 49
</TABLE>
-35-
<PAGE>
<TABLE>
<S> <C> <C>
W. Bruce McConnel, III Secretary Partner of the law firm Drinker Biddle & Reath,
Drinker Biddle & Reath Philadelphia, Pennsylvania.
1345 Chestnut Street
PNB Building
Philadelphia, PA 19107
Age: 53
Scott M. Gilman Assistant Secretary Vice President, Goldman Sachs since March 1990.
Goldman Sachs & Co. Manager, Arthur Anderson & Co. prior thereto.
12th Floor
Legal Department
85 Broad Street
New York, NY 10004
Age: 36
Michael J. Richman, Esq. Assistant Secretary Vice President and Assistant General Counsel of
Goldman Sachs & Co. Goldman Sachs and Counsel to the Funds Group of
12th Floor Goldman Sachs Asset Management since June
Legal Department 1992. Associate General Counsel to Goldman
85 Broad Street Sachs Asset Management since February 1994.
New York, NY 10004 Formerly Partner, Hale and Dorr from September
Age: 35 1991 to June 1992. Attorney-at-law, Gaston &
Snow prior thereto.
Howard B. Surloff Assistant Secretary Counsel to Goldman Sachs and the Funds Group of
Goldman Sachs & Co. Goldman Sachs Asset Management since November
12th Floor 1993. Vice President of Goldman Sachs since May
Legal Department 1994. Formerly Associate of Shereff, Friedman,
85 Broad Street Hoffman & Goodman.
New York, NY 10004
Age: 30
</TABLE>
____________________
* Trustees who are "interested persons" of The Commerce Funds, as defined in
the 1940 Act.
-36-
<PAGE>
* * *
Certain of the officers and the organizations with which they are
associated have had in the past, and may have in the future, transactions with
Goldman Sachs and its respective affiliates. The Commerce Funds has been
advised by such officers that all such transactions have been and are expected
to be in the ordinary course of business and the terms of such transactions,
including all loans and loan commitments by such persons, have been and are
expected to be substantially the same as the prevailing terms for comparable
transactions for other customers. Messrs. Gilman, Klug, Richman and Surloff and
Mmes. Mucker and Taylor hold similar positions with one or more investment
companies that are advised by Goldman Sachs.
Each Trustee receives an annual fee of $5,000. All Trustees are
reimbursed for out of pocket expenses incurred in connection with attendance at
meetings. Drinker Biddle & Reath, of which Mr. McConnel is a partner, receive
legal fees as counsel to the Trust. The following chart provides certain
information about the trustee fees paid by the Trust for the fiscal year ended
October 31, 1995:
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT ESTIMATED AGGREGATE
BENEFITS ANNUAL COMPENSATION
AGGREGATE ACCRUED AS BENEFITS FROM THE
NAME OF COMPENSATION PART OF FUND UPON FUND
PERSON/POSITION FROM THE TRUST EXPENSES RETIREMENT COMPLEX*
- --------------- -------------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
JOHN ERIC HELSING, $3,750 $0 $0 N/A
Trustee, Chairman
PLEASANT VOORHEES $3,750 $0 $0 N/A
MILLER, Trustee,
President**
RANDALL D. BARRON, $3,750 $0 $0 N/A
Trustee, Treasurer
DAVID L. BODDE, $3,750 $0 $0 N/A
Trustee
JOHN JOSEPH HOLLAND, $3,750 $0 $0 N/A
Trustee
- -------------------------------------------------------------------------------------
</TABLE>
* Fund Complex includes funds with a common investment adviser or an adviser
which is an affiliated person.
** Effective March 14, 1996, Pleasant Voorhees Miller is no longer a Trustee
of The Commerce Funds.
-37-
<PAGE>
INVESTMENT ADVISOR
Information about the Advisor and their duties and compensation as
Advisor is contained in the Prospectus. For the fiscal period from commencement
of operations through October 31, 1995, The Commerce Funds paid the Advisor fees
for advisory services (net of waivers) as follows:
<TABLE>
<S> <C>
Short-Term Government Fund (1) $ 47,091
Bond Fund (1) 386,076
Balanced Fund (1) 271,451
Growth Fund (1) 799,203
Aggressive Growth Fund (1) 166,159
International Equity Fund (1) 92,576
</TABLE>
--------
(1) Commenced investment operations on December 12, 1994.
For the period ended October 31, 1995, the Advisor voluntarily agreed
to waive a portion of its advisory fee for certain portfolios. During the
period, these waivers reduced advisory fees by $31,394, $90,484 and $61,711 for
the Short-Term Government, Balanced and International Equity Funds,
respectively.
In addition, during the period ended October 31, 1995, the Advisor
voluntarily agreed to reimburse expenses (excluding interest, taxes, and
extraordinary expenses) to the extent that total fees and expenses exceeded, on
an annualized basis, .68%, .88%, 1.13% and 1.13% of the average net assets of
the Short-Term Government, Bond, Balanced and Growth Funds, respectively. The
effect of these reimbursements, and certain reimbursements of the International
Equity Fund's expenses, during the period was to reduce expenses by $40,597,
$305, $24,555 and $112,535 for the Short-Term Government, Bond, Balanced and
International Equity Funds, respectively.
The Advisor's own investment portfolio may include bank certificates
of deposit, bankers' acceptances, and corporate debt obligations, any of which
may also be purchased by The Commerce Funds. Joint purchase of investments for
The Commerce Funds and for the Advisor's own investment portfolio will not be
made. The Advisor's Commercial Banking Department may have deposit, loan and
other commercial banking relationships with issuers of securities purchased by
The Commerce Funds, including outstanding loans to such issuers which may be
repaid in whole or in part with the proceeds of securities purchased by The
Commerce Funds.
The Advisor has agreed that it will reimburse The Commerce Funds such
portions of its fees as may be required to satisfy any expense limitations
imposed by state securities laws or other applicable laws. Restrictive
limitations may be imposed on The Commerce Funds as a result of changes in
current state laws and regulations in those states where The Commerce Funds has
qualified its shares, or by a decision of The Commerce Funds to qualify the
shares in other states having restrictive expense limitations. To The Commerce
Funds' knowledge, of the expense
-38-
<PAGE>
limitations in effect on the date of this Statement of Additional Information
none is more restrictive than two and one-half percent (2-1/2%) of the first $30
million of the portfolio's average annual net assets, two percent (2%) of the
next $70 million of the average annual net assets and one and one-half percent
(1-1/2%) of the remaining average annual net assets.
Under the terms of the Advisory Agreement, the Advisor is obligated to
manage the investment of the Funds' assets in accordance with applicable laws
and regulations, including, to the extent applicable, the regulations and
rulings of the U.S. Comptroller of the Currency relating to fiduciary powers of
national banks. These regulations provide, in general, that assets managed by a
national bank as fiduciary may not be invested in stock or obligations of, or
property acquired from, the bank, its affiliates or their directors, officers or
employees, and further provide that fiduciary assets may not be sold or
transferred, by loan or otherwise, to the bank or persons connected with the
bank as described above.
The Advisor will not accept The Commerce Funds' shares as collateral
for a loan which is for the purpose of purchasing The Commerce Funds' shares,
and will not make loans to The Commerce Funds. Inadvertent overdrafts of The
Commerce Funds' account with the Custodian occasioned by clerical error or by
failure of a shareowner to provide available funds in connection with the
purchase of shares will not be deemed to be the making of a loan to The Commerce
Funds by the Advisor.
Under the Advisory Agreement, the Advisor is not liable for any error
of judgment or mistake of law or for any loss suffered by The Commerce Fund in
connection with the performance of such Agreement, except a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Advisor in the performance of its duties or from
its reckless disregard of its duties and obligations under the Agreement.
INVESTMENT SUB-ADVISOR
Information about the Sub-Advisor and its duties and compensation as
Sub-Advisor is contained in the Prospectus. For the period December 12, 1994
(commencement of operations) through October 31, 1995, the Advisor paid the Sub-
Advisor sub-advisory fees of $77,144.
Under the Sub Advisory Agreement, Price Fleming provides the
International Equity Fund with investment advisory services. Specifically,
Price-Fleming is responsible for supervising and directing the investments of
the Fund in accordance with the Fund's investment objective, policies and
restrictions as provided in the Prospectus and this Statement of Additional
Information. Price-Fleming is also responsible for effecting all security
transactions on behalf of the Fund, including the negotiation of commissions and
the allocation of principal business and portfolio brokerage.
The Sub-Advisory Agreement also provides that Price-Fleming, its
directors, officers or employees will only be liable to the Fund for losses
resulting from bad faith, willful misconduct
-39-
<PAGE>
or gross negligence for losses resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services.
Under the Sub-Advisory Agreement, Price-Fleming is permitted to
utilize the services or facilities of others to provide it or the Funds with
statistical and other factual information, advice regarding economic factors and
trends, advice as to occasional transactions in specific securities, and such
other information, advice or assistance as Price-Fleming may deem necessary,
appropriate, or convenient for the discharge of its obligations under the Sub-
Advisory Agreement or otherwise helpful to the Funds.
Price-Fleming has entered into separate letters of agreement with
Fleming Investment Management Limited ("FIM") and Jardine Fleming Investment
Holdings Limited ("JFIH"), wherein FIM and JFIH have agreed to render investment
research and administrative support to Price-Fleming. FIM is a wholly-owned
subsidiary of Robert Fleming Asset Management Limited which is a wholly-owned
subsidiary of Robert Fleming Holdings Limited ("Robert Fleming Holdings"). JFIH
is an indirect wholly-owned subsidiary of Jardine Fleming Group Limited. Under
the letters of agreement, these companies will provide Price-Fleming with
research material containing statistical and other factual information, advice
regarding economic factors and trends, advice on the allocation of investments
among countries and as between debt and equity classes of securities, and
research and occasional advice with respect to specific companies.
Robert Fleming Holdings personnel have extensive research resources
throughout the world. A strong emphasis is placed on direct contact with
companies in the research universe. Robert Fleming personnel, who frequently
speak the local language, have access to the full range of research products
available in the market place and are encouraged to produce independent works
dedicated solely to portfolio investment management, which adds value to that
generally available.
THE GLASS-STEAGALL ACT AND PROPOSED LEGISLATION
The Glass-Steagall Act, among other things, prohibits banks from
engaging in the business of underwriting securities, although national and
state-chartered banks generally are permitted to purchase and sell securities
upon the order and for the account of their customers. In 1971, the United
States Supreme Court held in Investment Company Institute v. Camp that the
------------------------------------
Glass-Steagall Act prohibits a national bank from operating a fund for the
collective investment of managing agency accounts. Subsequently, the Board of
Governors of the Federal Reserve System (the "Board") issued a regulation and
interpretation to the effect that the Glass-Steagall Act and such decision
forbid a bank holding company registered under the Federal Bank Holding Company
Act of 1956 (the "Holding Company Act") or any non-bank affiliate thereof from
sponsoring, organizing or controlling a registered, open-end investment company
continuously engaged in the issuance of its shares, but do not prohibit such a
holding company or affiliate from acting as investment adviser, transfer agent
and custodian to such an investment company. In 1981, the United States Supreme
Court held in Board of Governors of the Federal Reserve System v. Investment
--------------------------------------------------------------
Company Institute that the Board did not exceed its authority under the Holding
- -----------------
Company Act when it adopted its
-40-
<PAGE>
regulation and interpretation authorizing bank holding companies and their non-
bank affiliates to act as investment advisers to registered closed-end
investment companies.
The Advisor believes that if the question were properly presented, a
court should hold that the Advisor may perform the services for the Funds
contemplated by the Advisory Agreement, the Prospectuses, and this Statement of
Additional Information without violation of the Glass-Steagall Act or other
applicable banking laws or regulations. It should be noted, however, that there
have been no cases deciding whether a national bank may perform services
comparable to those performed by the Advisor and that future changes in either
federal or state statutes and regulations relating to permissible activities of
banks or trust companies and their subsidiaries or affiliates, as well as
further judicial or administrative decisions or interpretations of present and
future statutes and regulations, could prevent the Advisor from continuing to
perform such services for the Funds or from continuing to purchase Fund shares
for the accounts of its customers. If the Advisor or their affiliates were
required to discontinue all or part of their shareowner servicing activities,
their customers would be permitted to remain the beneficial owners of Fund
shares and alternative means for continuing the servicing of such customers
would be sought. The Commerce Funds does not anticipate that investors would
suffer any adverse financial consequences as a result of these occurrences.
From time to time, legislation modifying the Glass-Steagall
restrictions have been introduced in Congress which, if enacted, would permit a
bank holding company to establish a non-bank subsidiary having the authority to
organize, sponsor and distribute shares of an investment company. If this or
similar legislation were enacted, The Commerce Funds expects that the Advisor's
parent bank holding company would consider the possibility of one of its non-
bank subsidiaries offering to perform some or all of the services now provided
by the Administrator/Distributor. It is not possible, of course, to predict
whether or in what form such legislation might be enacted or the terms upon
which the Advisor or such a non-bank affiliate might offer to provide services
for consideration by The Commerce Funds' Board of Trustees.
THE DISTRIBUTION PLAN AND THE SHAREHOLDER ADMINISTRATIVE SERVICES PLAN
- ----------------------------------------------------------------------
The Distributor is entitled to payment from the Trust for distribution and fees
pursuant to the Distribution Plan (the "12b-1 Plan") adopted on behalf of the
Service Shares. Under the 12b-1 Plan, the Trust may pay the Distributor for: (i)
direct out-of-pocket promotional expenses incurred by the Distributor in
advertising and marketing Service Shares; (ii) expenses incurred in connection
with preparing, printing, mailing, and distributing or publishing advertisements
and sales literature for Service Shares; (iii) expenses incurred in connection
with printing and mailing prospectuses and statements of additional information
to other than current Service Class shareholders; (iv) periodic payments or
commissions to one or more securities dealers, brokers, financial institutions
or other industry professionals, such as investment advisors, accountants, and
estate planning firms (severally, a "Distribution Organization") with respect to
a Fund's Service Shares beneficially owned by customers for whom the
Distribution Organization is the Distribution and Service Organization of record
or holder of record of such Service Shares; or (v) for such other services as
may be construed, by any court or governmental agency or commission,
-41-
<PAGE>
including the Securities and Exchange Commission, to constitute distribution
services under the 1940 Act or rules and regulations thereunder.
Payment for distribution expenses under the 12b-1 Plan are subject to
Rule 12b-1 (the "Rule") under the 1940 Act. The Rule defines distribution
expenses to include the cost of "any activity which is primarily intended to
result in the sale of [Trust] shares." The Rule provides, among other things,
that an investment company may bear such expenses only pursuant to a plan
adopted in accordance with the Rule. In accordance with the Rule, the 12b-1 Plan
provides that a written report of the amounts expended under the 12b-1 Plan, and
the purposes for which such expenditures were incurred, will be made to the
Board of Trustees for its review at least quarterly. In addition, the Plan
provides that it may not be amended to increase materially the costs which a
Fund may bear for distribution pursuant to the 12b-1 Plan without shareholder
approval and that other material amendments of the 12b-1 Plan must be approved
by a majority of the Board of Trustees, and by a majority of the Trustees who
are neither "interested persons" (as defined in the 1940 Act) of the Trust nor
have any direct or indirect financial interest in the operation with the 12b-1
Plan, or in any agreements entered into in connection with the 12b-1 Plan, by
vote cast in person at a meeting called for the purpose of considering such
amendments (the "Non-Interested Plan Trustees"). The selection and nomination
of the Trustees of the Trust who are not "interested persons" of the Trust have
been committed to the discretion of the Non-Interested Plan Trustees.
Pursuant to the Shareholder Administrative Services Plan, the Trust
may also pay securities dealers, brokers, financial institutions or other
industry professionals ("Service Organizations") for administrative support
services provided with respect to their clients' Service Shares. Administrative
support services provided by a Service Organization may include some or all of
the following: (i) processing dividend and distribution payments from a Fund on
behalf of its clients; (ii) providing information periodically to its clients
showing their positions in Service Shares; (iii) arranging for bank wires; (iv)
responding to routine client inquiries concerning their investment in Service
Shares; (v) providing the information to the Funds necessary for accounting or
sub-accounting; (vi) if required by law, forwarding shareholder communications
from a Fund (such as proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax notices) to its clients;
(vii) aggregating and processing purchase, exchange, and redemption requests
from its clients and placing net purchase, exchange, and redemption orders for
its clients; (viii) providing clients with a service that invests the assets of
their accounts in Service Shares pursuant to specific or pre-authorized
instructions; (ix) establishing and maintaining accounts and records relating to
clients that invest in Service Shares; (x) assisting clients in changing
dividend options, account designations and addresses; (xi) responding to client
inquiries relating to services performed by the Distribution and Service
Organizations; or (xii) other similar services if requested by the Trust.
The 12b-1 Plan provides that the Distributor is entitled to receive
payments on a monthly basis at an annual rate not exceeding 0.25% of the average
daily net assets during such month of a Fund's outstanding Service Shares. The
Shareholder Administrative Services Plan (the "Services Plan") provides that up
to 0.25% of average daily net assets of a Fund's Service Shares may be used to
compensate Service Organizations for administrative support services provided to
holders of Service Shares.
Payments made out of or charged against the assets of a particular
class of shares of a particular Fund must be in payment for expenses incurred on
behalf of that class.
-42-
<PAGE>
The Services Plan is also subject to annual reapproval by a majority
of the Trust's Board of Trustees, including a majority of the Non-Interested
Plan Trustees and is terminable without penalty at any time with respect to any
Fund by a vote of a majority of the Non-Interested Plan Trustees or by vote of
the holders of a majority of the outstanding Services Shares of the Fund
involved. Any agreement entered into pursuant to the Services Plan with a
Service Organization is terminable with respect to any Fund without penalty, at
any time, by vote of a majority of the Non-Interested Plan Trustees, by vote of
the holders of a majority of the outstanding Service Shares of such Fund, or by
the Service Organizations. Each agreement will also terminate automatically in
the event of its assignment.
The Trust's Board of Trustees has concluded that there is a reasonable
likelihood that both the 12b-1 Plan and the Services Plan will benefit the Funds
and their Service Class shareholders.
CUSTODIAN AND TRANSFER AGENT
State Street Bank serves as Custodian of each Fund's assets pursuant
to a Custody Agreement under which it has agreed, among other things, to (i)
maintain a separate account in the name of each Fund; (ii) hold and disburse
portfolio securities on account of each Fund; (iii) collect and receive all
income and other payments and distributions on account of each Fund's portfolio
investments; (iv) make periodic reports to The Commerce Funds concerning each
Fund's operations; and (v) provide various accounting services to The Commerce
Funds and to the Administrator for the benefit of The Commerce Funds. The
Custodian is authorized to select one or more banks or trust companies to serve
as sub-custodian on behalf of the Funds, provided that the Custodian shall
remain liable for the performance of all of its duties under its respective
Custody Agreement and will hold The Commerce Funds and Funds harmless from
losses caused by the negligence or willful misconduct of any bank or trust
company serving as sub-custodian.
As compensation for custodial services provided, The Commerce Funds
will pay the Custodian fees of 1/100th of 1% of a Fund's average monthly net
assets up to one billion, 1/133th of 1% of the next one billion of such assets
and 1/200th of 1% of such assets in excess of two billion based on the aggregate
average daily net assets of the Funds, plus a transaction charge for certain
transactions and out-of-pocket expenses.
For the fiscal period from commence of operations through October 31,
1995, the fees paid by the Funds for custodial services (and in the case of the
International Equity Fund, for foreign custodial services) were as follows:
<TABLE>
<S> <C>
Short-Term Government Fund (1) $ 24,500
Bond Fund (1) 26,600
Balanced Fund (1) 31,900
Growth Fund (1) 29,400
Aggressive Growth Fund (1) 31,500
</TABLE>
-43-
<PAGE>
<TABLE>
<S> <C>
International Equity Fund (1) 146,000
</TABLE>
--------
(1) Commenced investment operations on December 12, 1994.
State Street Bank also serves as the Funds' Transfer Agent and
dividend disbursing agent. State Street has appointed NFDS, an indirect
subsidiary, to act as the Funds' Transfer Agent, as permitted in the Transfer
Agency Agreement, provided that State Street Bank shall remain liable for the
performance of all of its duties and will hold The Commerce Funds and Fund or
Funds harmless from losses caused by the negligence or willful misconduct of any
appointee. Under the Transfer Agency Agreement, NFDS will, among other things,
(i) receive purchase orders and redemption requests for shares of the Funds;
(ii) issue and redeem shares of the Funds; (iii) effect transfers of shares of
the Funds; (iv) prepare and transmit payments for dividends and distributions
declared by the Funds; (v) maintain records of accounts for the Funds,
shareowners and advise each shareowner to the foregoing; (vi) record the
issuance of shares of each Fund and maintain a record of and provide the Fund on
a regular basis with the total number of shares of each Fund which are
authorized, issued and outstanding; (vii) perform the customary services of a
transfer agent, a dividend disbursing agent and custodian of certain retirement
plans and, as relevant, agent in connection with accumulation, open account or
similar plans; and (viii) provide a system enabling the Funds to monitor the
total number of shares sold in each State.
For the fiscal period from commencement of operations through October
31, 1995, the fees paid by the Funds for transfer agency services were as
follows:
<TABLE>
<S> <C>
Short-Term Government Fund (1) $16,900
Bond Fund (1) 20,900
Balanced Fund (1) 14,500
Growth Fund (1) 23,300
Aggressive Growth Fund (1) 18,200
International Equity Fund (1) 16,400
</TABLE>
-------
(1) Commenced investment operations on December 12, 1994.
DISTRIBUTOR
The Commerce Funds' shares are offered on a continuous basis through
Goldman Sachs & Co., which acts under the Distribution Agreement as Distributor
for The Commerce Funds. Goldman, Sachs & Co. may receive a portion of the sales
load imposed on the sale of shares of the Funds and has advised The Commerce
Funds that it has retained approximately $19,000 for the period ended October
31, 1995.
-44-
<PAGE>
ADMINISTRATOR
Information about GSAM and its duties and compensation as
Administrator is contained in the Prospectus. For the fiscal period from
commencement of operations through October 31, 1995, the fees paid by the Funds
for administration services were as follows:
<TABLE>
<S> <C>
Short-Term Government Fund (1) $ 23,546
Bond Fund (1) 115,823
Balanced Fund (1) 54,291
Growth Fund (1) 159,840
Aggressive Growth Fund (1) 33,231
International Equity Fund (1) 15,429
</TABLE>
--------
(1) Commenced investment operations on December 12, 1994.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, 1000 Walnut Street, Suite 1600, Kansas City,
Missouri 64106, serves as independent auditors for The Commerce Funds.
COUNSEL
Drinker Biddle & Reath, (of which Mr. McConnel, Secretary of The
Commerce Funds, is a partner), 1345 Chestnut Street, Philadelphia, Pennsylvania
19107-3496, are counsel to The Commerce Funds.
ADDITIONAL INFORMATION ON PERFORMANCE
From time to time, yield and total return of the Funds for various
periods may be quoted in advertisements, shareowner reports or other
communications to shareowners. Yield and total return are calculated separately
for each class of shares in existence of each Fund. Each class of shares of
each Fund is subject to different fees and expenses and may have different
returns for the same period. As of the date hereof, no Service Shares of any
Fund were outstanding.
Yield Calculations. A Fund's yield is calculated by dividing its net
------------------
investment income per share (as described below) earned during a 30-day period
by the maximum offering price per share applicable to the relevant class on the
last day of the period and annualizing the result on a semi-annual basis by
adding one to the quotient, raising the sum to the power of six, subtracting one
from the result and then doubling the difference. A Fund's net investment
income per share earned during the period may be different than that determined
for accounting purposes and is based on the average daily number of shares
applicable to the relevant class outstanding during the period entitled
-45-
<PAGE>
to receive dividends and includes dividends and interest earned during the
period minus expenses accrued for the period, net of reimbursements. This
calculation can be expressed as follows:
Yield = 2 [(a-b + 1] to the 6th power - 1
---
cd)
Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of
reimbursements).
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends.
d = maximum offering price per share on the last day of the
period.
For the purpose of determining net investment income earned during the
period (variable "a" in the formula), dividend income on equity securities held
by a Fund is recognized by accruing 1/360 of the stated dividend rate of the
security each day that the security is held in its portfolio. A Fund calculates
interest earned on any debt obligations held in its portfolio by computing the
yield to maturity of each obligation held by it based on the market value of the
obligation (including actual accrued interest) at the close of business on the
last business day of each month, or, with respect to obligations purchased
during the month, the purchase price (plus actual accrued interest), and
dividing the result by 360 and multiplying the quotient by the market value of
the obligation (including actual accrued interest) in order to determine the
interest income on the obligation for each day of the subsequent month that the
obligation is in the portfolio. For purposes of this calculation, it is assumed
that each month contains 30 days. The maturity of an obligation with a call
provision is the next call date on which the obligation reasonably may be
expected to be called or, if none, the maturity date. With respect to debt
obligations purchased at a discount or premium, the formula generally calls for
amortization of the discount or premium. The amortization schedule will be
adjusted monthly to reflect changes in the market values of such debt
obligations.
With respect to mortgage-related obligations which are expected to be
subject to monthly payments of principal and interest ("pay downs"), (a) gain or
loss attributable to actual monthly pay downs are accounted for as an increase
or decrease to interest income during the period; and (b) a Fund may elect
either (i) to amortize the discount and premium on the remaining security, based
on the cost of the security, to the weighted average maturity date, if such
information is available, or to the remaining term of the security, if any, if
the weighted average maturity date is not available, or (ii) not to amortize
discount or premium on the remaining security.
Undeclared earned income may be subtracted from the maximum offering
price per share (variable "d" in the formula). Undeclared earned income is the
net investment income which, at the end of the 30-day base period, has not been
declared as a dividend, but is reasonably expected to be and is declared as a
dividend shortly thereafter.
-46-
<PAGE>
The Distribution Rate for a specified period is calculated by dividing
the total distribution per unit by the maximum offering price or net asset value
on the last day of the period and then annualizing such amount.
Total Return Calculations. Each Fund computes its "average annual total
-------------------------
return" for the separate share classes by determining the average annual
compounded rates of return during specified periods that equate the initial
amount invested in a particular shares class to the ending redeemable value of
such investment in such class. This is done by dividing the ending redeemable
value of a hypothetical $1,000 initial payment by $1,000 and raising the
quotient to a power equal to one divided by the number of years (or fractional
portion thereof) covered by the computation and subtracting one from the result.
This calculation can be expressed as follows:
T = [ERV(to the first power divided by n) - 1
---
P]
Where: T = average annual total return.
ERV = ending redeemable value at the end of the period
covered by the computation of a hypothetical $1,000
payment made at the beginning of the period.
P = hypothetical initial payment of $1,000.
n = period covered by the computation, expressed in terms
of years.
The Funds compute their "aggregate total return" by determining the
aggregate rates of return during specified periods that likewise equate the
initial amount invested in a particular class to the ending redeemable value of
such investment in such class. The formula for calculating aggregate total
return is as follows:
T = (ERV - 1
---
P)
The calculations of average annual total return and aggregate total
return assume the reinvestment of all dividends and capital gain distributions
on the reinvestment dates during the period and include all recurring fees
charged to all shareowner accounts, assuming an account size equal to the Fund's
mean (or median) account size for any fees that vary with the size of the
account. The maximum sales load and other charges deducted from payments are
deducted from the initial $1,000 payment (variable "P" in the formula). The
ending redeemable value (variable "ERV"
-47-
<PAGE>
in each formula) is determined by assuming complete redemption of the
hypothetical investment and the deduction of all nonrecurring charges at the end
of the period covered by the computations.
The Funds may also from time to time include in advertisements, sales
literature, communications to shareowners and other materials ("Literature") a
total return figure in order to compare more accurately its performance with
other measures of investment return. For example, in comparing a Fund's total
return with data published by Lipper Analytical Services, Inc., CDA Investment
Technologies, Inc. or Weisenberger Investment Company Service, or with the
performance of an index, the Fund may calculate its total return for the period
of time specified in the advertisement or communication by assuming the
investment of $10,000 in shares and assuming the value on the reinvestment date.
Percentage increases are determined by subtracting the initial value of the
investment from the ending value and by dividing the remainder by the beginning
value. The Fund does not, for these purposes, deduct from the initial value
invested any amount representing sales charges. The Fund will, however,
disclose the maximum sales charge and will also disclose that the performance
data do not reflect sales charges and that inclusion of sale charges would
reduce the performance quoted.
The Funds may also from time to time include discussions or
illustrations of the effects of compounding in Literature. "Compounding" refers
to the fact that, if dividends or other distributions on a Fund investment are
reinvested by being paid in additional Fund shares, any future income or capital
appreciation of the Fund would increase the value, not only of the original Fund
investment, but also of the additional Fund shares received through
reinvestment. As a result, the value of the Fund investment would increase more
quickly than if dividends or other distributions had been paid in cash.
In addition, the Funds may also include in Literature discussions
and/or illustrations of the potential investment goals of a prospective
investor, investment management strategies, techniques, policies or investment
suitability of the Fund (such as value investing, market timing, dollar cost
averaging, asset allocation, constant ratio transfer, automatic accounting
rebalancing, the advantages and disadvantages of investing in tax-deferred and
taxable investments), economic conditions, the relationship between sectors of
the economy and the economy as a whole, various securities markets, the effects
of inflation and historical performance of various asset classes, including but
not limited to, stocks, bonds and Treasury securities. From time to time,
Literature may summarize the substance of information contained in shareowner
reports (including the investment composition of the Fund), as well as the views
of the Advisor as to current market, economy, trade and interest rate trends,
legislative, regulatory and monetary developments, investment strategies and
related matters believed to be of relevance to the Fund. The Fund may also
include in Literature charts, graphs or drawings which compare the investment
objective, return potential, relative stability and/or growth possibilities of
the Fund and/or other mutual funds, or illustrate the potential risks and
rewards of investment in various investment vehicles, including but not limited
to, stocks, bonds, Treasury securities and shares of the Fund and/or other
mutual funds.
-48-
<PAGE>
Literature may include a discussion of certain attributes or benefits to be
derived by an investment in the Fund and/or other mutual funds, shareowner
profiles and hypothetical investor scenarios, timely information on financial
management, tax and retirement planning and investment alternatives to
certificates of deposit and other financial instruments. Such Literature may
include symbols, headlines or other material which highlight or summarize the
information discussed in more detail therein.
MISCELLANEOUS
As of August 23, 1996, the Advisor held of record 95% of the
outstanding shares in the Short-Term Government Fund; 98% of the outstanding
shares in the Bond Fund; 98% of the outstanding shares in the Balanced Fund; 96%
of the outstanding shares in the Growth Fund; 94% of the outstanding shares in
the Aggressive Growth Fund and 99% of the outstanding shares in the
International Equity Fund, as fiduciary or agent on behalf of its customers.
Under the 1940 Act, the Advisor may be deemed to be a controlling person of The
Commerce Fund.
As of the same date, no institutions owned of record 5% or more of the
Bond Fund's outstanding shares as fiduciary or agent on behalf of their
customers.
As of the same date, the following institution also owned of record 5%
or more of the Short-Term Government Fund's outstanding shares as fiduciary or
agent on behalf of their customers: Blackwell Sanders Retirement Plan, c/o
Commerce Bank, 922 Walnut Street, Kansas City, MO 64106, 7.2%.
As of the same date, the following institutions also owned of record
5% or more of the Balanced Fund's outstanding shares as fiduciary or agent on
behalf of their customers: St. Louis Music Profit Sharing Plan, c/o Commerce
Bank, 8000 Forsyth Blvd., Clayton, MO, 6.1%, Sunnen Employees Profit Sharing
Plan, c/o Commerce Bank, 8000 Forsyth Blvd., Clayton, MO, 15.8% and GEHA Pension
Plan, co/o Commerce Bank, 922 Walnut Street, Kansas City, MO 64106, 16.4%.
As of the same date, the following institutions also owned of record
5% or more of the Growth Fund's outstanding shares as fiduciary or agent on
behalf of their customers: Sunnen Employees Profit Sharing Plan, c/o Commerce
Bank, 8000 Forsyth Blvd., Clayton, MO, 10.1% and GEHA Pension Plan, c/o Commerce
Bank, 922 Walnut Street, Kansas City, MO 64106, 5.4%.
As of the same date, the following institutions also owned of record
5% or more of the Aggressive Growth Fund's outstanding shares as fiduciary or
agent on behalf of their customers: Sunnen Employees Profit Sharing Plan, c/o
Commerce Bank, 8000 Forsyth Blvd., Clayton, MO, 13.6%.
As of the same date, the following institutions also owned of record
5% or more of the International Equity Fund's outstanding share as fiduciary or
agent on behalf of their customers:
-49-
<PAGE>
Commerce Bank Retirement Plan, c/o Commerce Bank, 922 Walnut Street, Kansas
City, MO 64106, 7.7%.
On the basis of information received from these institutions, the Fund
believes that substantially all of the shares owned of record were also
beneficially owned by these institutions because they possessed or shared voting
or investment power with respect to such shares on behalf of their underlying
accounts.
As used in the Statement of Additional Information and in the
Prospectuses of the same date, "assets belonging to a Fund" means the
consideration received by The Commerce Funds upon the issuance or sale of shares
in that Fund, together with all income, earnings, profits and proceeds derived
from the investment thereof, including any proceeds from the sale, exchange or
liquidation of such investments, any funds or payments derived from any
reinvestments of such proceeds, and a portion of any general assets of the Fund
not belonging to a particular Fund. Assets belonging to a particular Fund are
charged with the direct liabilities in respect of that Fund and with a share of
the general liabilities of the Fund which are normally allocated in proportion
to the relative net asset levels of the respective Funds. Certain payments
under The Commerce Funds' Distribution and Services Plan, however, are
applicable only to Service Shares of the Funds. Determinations by the Board of
Trustees as to the direct and allocable liabilities, and allocable portion of
any general assets, with respect to a particular Fund are conclusive.
FINANCIAL STATEMENTS
The Commerce Funds' Annual Report with respect to the Funds for the
fiscal period ended October 31, 1995 has been filed with the Securities and
Exchange Commission. The financial statements in such Annual Report (the
"Financial Statements") are incorporated into this Statement of Additional
Information by reference. The Financial Statements included in the Annual
Report for the Funds for the fiscal period ended October 31, 1995 have been
audited by The Commerce Funds' independent accountants, KPMG Peat Marwick LLP,
whose report thereon also appears in such Annual Report and is incorporated
herein by reference. The unaudited financial statements prepared by The
Commerce Funds for the period ended April 30, 1996 for the Funds are
incorporated into this Statement of Additional Information and are attached
hereto. The Financial Statements in such Annual Report have been incorporated
herein in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
-50-
<PAGE>
APPENDIX A
----------
COMMERCIAL PAPER RATINGS
- ------------------------
A Standard & Poor's commercial paper rating is a current assessment of
the likelihood of timely payment of debt considered short-term in the relevant
market. The following summarizes the rating categories used by Standard and
Poor's for commercial paper:
"A-1" - Issue's degree of safety regarding timely payment is strong.
Those issues determined to possess extremely strong safety characteristics are
denoted "A-1+."
"A-2" - Issue's capacity for timely payment is satisfactory. However,
the relative degree of safety is not as high as for issues designated "A-1."
"A-3" - Issue has an adequate capacity for timely payment. It is,
however, somewhat more vulnerable to the adverse effects of changes and
circumstances than an obligation carrying a higher designation.
"B" - Issue has only a speculative capacity for timely payment.
"C" - Issue has a doubtful capacity for payment.
"D" - Issue is in payment default.
Moody's commercial paper ratings are opinions of the ability of
issuers to repay punctually promissory obligations not having an original
maturity in excess of 9 months. The following summarizes the rating categories
used by Moody's for commercial paper:
"Prime-1" - Issuer or related supporting institutions are considered
to have a superior capacity for repayment of short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the following
characteristics: leading market positions in well established industries; high
rates of return on funds employed; conservative capitalization structures with
moderate reliance on debt and ample asset protection; broad margins in earning
coverage of fixed financial charges and high internal cash generation; and well
established access to a range of financial markets and assured sources of
alternate liquidity.
"Prime-2" - Issuer or related supporting institutions are considered
to have a strong capacity for repayment of short-term promissory obligations.
This will normally be evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios, while sound, will be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternative
liquidity is maintained.
A-1
<PAGE>
"Prime-3" - Issuer or related supporting institutions have an
acceptable capacity for repayment of short-term promissory obligations. The
effects of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.
"Not Prime" - Issuer does not fall within any of the Prime rating
categories.
The three rating categories of Duff & Phelps for investment grade
commercial paper and short-term debt are "D-1," "D-2" and "D-3." Duff & Phelps
employs three designations, "D-1+," "D-1" and "D-1-," within the highest rating
category. The following summarizes the rating categories used by Duff & Phelps
for commercial paper:
"D-1+" - Debt possesses highest certainty of timely payment. Short-
term liquidity, including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is just below risk-free
U.S. Treasury short-term obligations.
"D-1" - Debt possesses very high certainty of timely payment.
Liquidity factors are excellent and supported by good fundamental protection
factors. Risk factors are minor.
"D-1-" - Debt possesses high certainty of timely payment. Liquidity
factors are strong and supported by good fundamental protection factors. Risk
factors are very small.
"D-2" - Debt possesses good certainty of timely payment. Liquidity
factors and company fundamentals are sound. Although ongoing funding needs may
enlarge total financing requirements, access to capital markets is good. Risk
factors are small.
"D-3" - Debt possesses satisfactory liquidity, and other protection
factors qualify issue as investment grade. Risk factors are larger and subject
to more variation. Nevertheless, timely payment is expected.
"D-4" - Debt possesses speculative investment characteristics.
Liquidity is not sufficient to ensure against disruption in debt service.
Operating factors and market access may be subject to a high degree of
variation.
"D-5" - Issuer has failed to meet scheduled principal and/or interest
payments.
Fitch short-term ratings apply to debt obligations that are payable on
demand or have original maturities of generally up to three years. The
following summarizes the rating categories used by Fitch for short-term
obligations:
A-2
<PAGE>
"F-1+" - Securities possess exceptionally strong credit quality.
Issues assigned this rating are regarded as having the strongest degree of
assurance for timely payment.
"F-1" - Securities possess very strong credit quality. Issues
assigned this rating reflect an assurance of timely payment only slightly less
in degree than issues rated "F-1+."
"F-2" - Securities possess good credit quality. Issues assigned this
rating have a satisfactory degree of assurance for timely payment, but the
margin of safety is not as great as the "F-1+" and "F-1" categories.
"F-3" - Securities possess fair credit quality. Issues assigned this
rating have characteristics suggesting that the degree of assurance for timely
payment is adequate; however, near-term adverse changes could cause these
securities to be rated below investment grade.
"F-S" - Securities possess weak credit quality. Issues assigned this
rating have characteristics suggesting a minimal degree of assurance for timely
payment and are vulnerable to near-term adverse changes in financial and
economic conditions.
"D" - Securities are in actual or imminent payment default.
Fitch may also use the symbol "LOC" with its short-term ratings to
indicate that the rating is based upon a letter of credit issued by a commercial
bank.
Thomson BankWatch short-term ratings assess the likelihood of an
untimely or incomplete payment of principal or interest of unsubordinated
instruments having a maturity of one year or less which is issued by United
States commercial banks, thrifts and non-bank banks; non-United States banks;
and broker-dealers. The following summarizes the ratings used by Thomson
BankWatch:
"TBW-1" - This designation represents Thomson BankWatch's highest
rating category and indicates a very high degree of likelihood that principal
and interest will be paid on a timely basis.
"TBW-2" - This designation indicates that while the degree of safety
regarding timely payment of principal and interest is strong, the relative
degree of safety is not as high as for issues rated "TBW-1."
"TBW-3" - This designation represents the lowest investment grade
category and indicates that while the debt is more susceptible to adverse
developments (both internal and external) than obligations with higher ratings,
capacity to service principal and interest in a timely fashion is considered
adequate.
A-3
<PAGE>
"TBW-4" - This designation indicates that the debt is regarded as non-
investment grade and therefore speculative.
IBCA assesses the investment quality of unsecured debt with an
original maturity of less than one year which is issued by bank holding
companies and their principal bank subsidiaries. The following summarizes the
rating categories used by IBCA for short-term debt ratings:
"A1+" - Obligations which possess a particularly strong credit feature
are supported by the highest capacity for timely repayment.
"A1" - Obligations are supported by the highest capacity for timely
repayment.
"A2" - Obligations are supported by a satisfactory capacity for timely
repayment.
"A3" - Obligations are supported by a satisfactory capacity for timely
repayment.
"B" - Obligations for which there is an uncertainty as to the capacity
to ensure timely repayment.
"C" - Obligations for which there is a high risk of default or which
are currently in default.
CORPORATE AND MUNICIPAL LONG-TERM DEBT RATINGS
- ----------------------------------------------
The following summarizes the ratings used by Standard & Poor's for
corporate and municipal debt:
"AAA" - This designation represents the highest rating assigned by
Standard & Poor's to a debt obligation and indicates an extremely strong
capacity to pay interest and repay principal.
"AA" - Debt is considered to have a very strong capacity to pay
interest and repay principal and differs from AAA issues only in small degree.
"A" - Debt is considered to have a strong capacity to pay interest and
repay principal although such issues are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than debt in
higher-rated categories.
"BBB" - Debt is regarded as having an adequate capacity to pay
interest and repay principal. Whereas such issues normally exhibit adequate
protection parameters, adverse economic
A-4
<PAGE>
conditions or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this category than in
higher-rated categories.
"BB," "B," "CCC," "CC" and "C" - Debt is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. "BB" indicates the
lowest degree of speculation and "C" the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
"BB" - Debt has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB-" rating.
"B" - Debt has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The "B" rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied "BB" or "BB-" rating.
"CCC" - Debt has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The "CCC" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"B" or "B-" rating.
"CC" - This rating is typically applied to debt subordinated to senior
debt that is assigned an actual or implied "CCC" rating.
"C" - This rating is typically applied to debt subordinated to senior
debt which is assigned an actual or implied "CCC-" debt rating. The "C" rating
may be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.
"CI" - This rating is reserved for income bonds on which no interest
is being paid.
"D" - Debt is in payment default. This rating is used when interest
payments or principal payments are not made on the date due, even if the
applicable grace period has not expired, unless S & P believes such payments
will be made during such grace period. "D" rating is also used upon the filing
of a bankruptcy petition if debt service payments are jeopardized.
PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.
A-5
<PAGE>
"r" - This rating is attached to highlight derivative, hybrid, and
certain other obligations that S & P believes may experience high volatility or
high variability in expected returns due to non-credit risks. Examples of such
obligations are: securities whose principal or interest return is indexed to
equities, commodities, or currencies; certain swaps and options; and interest
only and principal only mortgage securities. The absence of an "r" symbol should
not be taken as an indication that an obligation will exhibit no volatility or
variability in total return.
The following summarizes the ratings used by Moody's for corporate and
municipal long-term debt:
"Aaa" - Bonds are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
"Aa" - Bonds are judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are generally known as high-
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "Aaa"
securities.
"A" - Bonds possess many favorable investment attributes and are to be
considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
"Baa" - Bonds considered medium-grade obligations, i.e., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
"Ba," "B," "Caa," "Ca" and "C" - Bonds that possess one of these
ratings provide questionable protection of interest and principal ("Ba"
indicates some speculative elements; "B" indicates a general lack of
characteristics of desirable investment; "Caa" represents a poor standing; "Ca"
represents obligations which are speculative in a high degree; and "C"
represents the lowest rated class of bonds). "Caa," "Ca" and "C" bonds may be in
default.
Con. (---) - Bonds for which the security depends upon the completion
of some act or the fulfillment of some condition are rated conditionally. These
are bonds secured by (a) earnings of projects under construction, (b) earnings
of projects unseasoned in operation experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
A-6
<PAGE>
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.
(P) . . . - When applied to forward delivery bonds, indicates that the
rating is provisional pending delivery of the bonds. The rating may be revised
prior to delivery if changes occur in the legal documents or the underlying
credit quality of the bonds.
Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's
believes possess the strongest investment attributes are designated by the
symbols, Aa1, A1, Ba1 and B1.
The following summarizes the long-term debt ratings used by Duff &
Phelps for corporate and municipal long-term debt:
"AAA" - Debt is considered to be of the highest credit quality. The
risk factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.
"AA" - Debt is considered of high credit quality. Protection factors
are strong. Risk is modest but may vary slightly from time to time because of
economic conditions.
"A" - Debt possesses protection factors which are average but
adequate. However, risk factors are more variable and greater in periods of
economic stress.
"BBB" - Debt possesses below average protection factors but such
protection factors are still considered sufficient for prudent investment.
Considerable variability in risk is present during economic cycles.
"BB," "B," "CCC," "DD" and "DP" - Debt that possesses one of these
ratings is considered to be below investment grade. Although below investment
grade, debt rated "BB" is deemed likely to meet obligations when due. Debt
rated "B" possesses the risk that obligations will not be met when due. Debt
rated "CCC" is well below investment grade and has considerable uncertainty as
to timely payment of principal, interest or preferred dividends. Debt rated
"DD" is a defaulted debt obligation, and the rating "DP" represents preferred
stock with dividend arrearages.
To provide more detailed indications of credit quality, the "AA," "A,"
"BBB," "BB" and "B" ratings may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within these major categories.
The following summarizes the highest four ratings used by Fitch for
corporate and municipal bonds:
"AAA" - Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably foreseeable
events.
A-7
<PAGE>
"AA" - Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA." Because bonds rated
in the "AAA" and "AA" categories are not significantly vulnerable to foreseeable
future developments, short-term debt of these issuers is generally rated "F-1+."
"A" - Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.
"BBB" - Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have an adverse impact on these
bonds, and therefore, impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings.
To provide more detailed indications of credit quality, the Fitch
ratings from and including "AA" to "BBB" may be modified by the addition of a
plus (+) or minus (-) sign to show relative standing within these major rating
categories.
IBCA assesses the investment quality of unsecured debt with an
original maturity of more than one year which is issued by bank holding
companies and their principal bank subsidiaries. The following summarizes the
rating categories used by IBCA for long-term debt ratings:
"AAA" - Obligations for which there is the lowest expectation of
investment risk. Capacity for timely repayment of principal and interest is
substantial such that adverse changes in business, economic or financial
conditions are unlikely to increase investment risk substantially.
"AA" - Obligations for which there is a very low expectation of
investment risk. Capacity for timely repayment of principal and interest is
substantial such that adverse changes in business, economic or financial
conditions may increase investment risk albeit not very significantly.
"A" - Obligations for which there is a low expectation of investment
risk. Capacity for timely repayment of principal and interest is strong,
although adverse changes in business, economic or financial conditions may lead
to increased investment risk.
"BBB" - Obligations for which there is currently a low expectation of
investment risk. Capacity for timely repayment of principal and interest is
adequate, although adverse changes in business, economic or financial conditions
are more likely to lead to increased investment risk than for obligations in
other categories.
A-8
<PAGE>
"BB," "B," "CCC," "CC" and "C" - Obligations are assigned one of these
ratings where it is considered that speculative characteristics are present.
"BB" represents the lowest degree of speculation and indicates a possibility of
investment risk developing. "C" represents the highest degree of speculation
and indicates that the obligations are currently in default.
IBCA may append a rating of plus (+) or minus (-) to a rating to
denote relative status within major rating categories.
Thomson BankWatch assesses the likelihood of an untimely repayment of
principal or interest over the term to maturity of long term debt and preferred
stock which are issued by United States commercial banks, thrifts and non-bank
banks; non-United States banks; and broker-dealers. The following summarizes
the rating categories used by Thomson BankWatch for long-term debt ratings:
"AAA" - This designation represents the highest category assigned by
Thomson BankWatch to long-term debt and indicates that the ability to repay
principal and interest on a timely basis is extremely high.
"AA" - This designation indicates a very strong ability to repay
principal and interest on a timely basis with limited incremental risk compared
to issues rated in the highest category.
"A" - This designation indicates that the ability to repay principal
and interest is strong. Issues rated "A" could be more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings.
"BBB" - This designation represents Thomson BankWatch's lowest
investment grade category and indicates an acceptable capacity to repay
principal and interest. Issues rated "BBB" are, however, more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings.
"BB," "B," "CCC" and "CC" - These designations are assigned by Thomson
BankWatch to non-investment grade long-term debt. Such issues are regarded as
having speculative characteristics regarding the likelihood of timely payment of
principal and interest. "BB" indicates the lowest degree of speculation and
"CC" the highest degree of speculation.
"D" - This designation indicates that the long-term debt is in
default.
PLUS (+) OR MINUS (-) - The ratings from "AAA" through "CC" may
include a plus or minus sign designation which indicates where within the
respective category the issue is placed.
MUNICIPAL NOTE RATINGS
- ----------------------
A-9
<PAGE>
A Standard and Poor's rating reflects the liquidity concerns and
market access risks unique to notes due in three years or less. The following
summarizes the ratings used by Standard & Poor's Ratings Group for municipal
notes:
"SP-1" - The issuers of these municipal notes exhibit very strong or
strong capacity to pay principal and interest. Those issues determined to
possess overwhelming safety characteristics are given a plus (+) designation.
"SP-2" - The issuers of these municipal notes exhibit satisfactory
capacity to pay principal and interest.
"SP-3" - The issuers of these municipal notes exhibit speculative
capacity to pay principal and interest.
Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade ("MIG") and variable rate demand
obligations are designated Variable Moody's Investment Grade ("VMIG"). Such
ratings recognize the differences between short-term credit risk and long-term
risk. The following summarizes the ratings by Moody's Investors Service, Inc.
for short-term notes:
"MIG-1"/"VMIG-1" - Loans bearing this designation are of the best
quality, enjoying strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the market for
refinancing.
"MIG-2"/"VMIG-2" - Loans bearing this designation are of high quality,
with margins of protection ample although not so large as in the preceding
group.
"MIG-3"/"VMIG-3" - Loans bearing this designation are of favorable
quality, with all security elements accounted for but lacking the undeniable
strength of the preceding grades. Liquidity and cash flow protection may be
narrow and market access for refinancing is likely to be less well established.
"MIG-4"/"VMIG-4" - Loans bearing this designation are of adequate
quality, carrying specific risk but having protection commonly regarded as
required of an investment security and not distinctly or predominantly
speculative.
"SG" - Loans bearing this designation are of speculative quality and
lack margins of protection.
Fitch and Duff & Phelps use the short-term ratings described under
Commercial Paper Ratings for municipal notes.
A-10
<PAGE>
APPENDIX B
As stated in their Prospectus, the Bond, Balanced, Growth, Aggressive
Growth, International Equity, National Tax-Free Bond and Missouri Tax-Free Bond
Funds may enter into futures contracts and options for hedging purposes. Such
transactions are described in this Appendix.
I. Interest Rate Futures Contracts
-------------------------------
Use of Interest Rate Futures Contracts. Bond prices are established
--------------------------------------
in both the cash market and the futures market. In the cash market, bonds are
purchased and sold with payment for the full purchase price of the bond being
made in cash, generally within five business days after the trade. In the
futures market, only a contract is made to purchase or sell a bond in the future
for a set price on a certain date. Historically, the prices for bonds
established in the futures markets have tended to move generally in the
aggregate in concert with the cash market prices and have maintained fairly
predictable relationships. Accordingly, a Fund may use interest rate futures
contracts as a defense, or hedge, against anticipated interest rate changes and
not for speculation. As described below, this would include the use of futures
contract sales to protect against expected increases in interest rates and
futures contract purchases to offset the impact of interest rate declines.
A Fund presently could accomplish a similar result to that which it
hopes to achieve through the use of futures contracts by selling bonds with long
maturities and investing in bonds with short maturities when interest rates are
expected to increase, or conversely, selling short-term bonds and investing in
long-term bonds when interest rates are expected to decline. However, because
of the liquidity that is often available in the futures market, the protection
is more likely to be achieved, perhaps at a lower cost and without changing the
rate of interest being earned by the Fund, by using futures contracts.
Description of Interest Rate Futures Contracts. An interest rate
----------------------------------------------
futures contract sale would create an obligation by a Fund, as seller, to
deliver the specific type of financial instrument called for in the contract at
a specific future time for a specified price. A futures contract purchase would
create an obligation by a Fund, as purchaser, to take delivery of the specific
type of financial instrument at a specific future time at a specific price. The
specific securities delivered or taken, respectively, at settlement date, would
not be determined until at or near that date. The determination would be in
accordance with the rules of the exchange on which the futures contract sale or
purchase was made.
Although interest rate futures contracts by their terms call for
actual delivery or acceptance of securities, in most cases the contracts are
closed out before the settlement date without the making or taking of delivery
of securities. Closing out a futures contract sale is effected by the Fund
entering into a futures contract purchase for the same aggregate amount of the
specific type of financial instrument and the same delivery date. If the price
of the sale exceeds the price of the offsetting purchase, the Fund is
immediately paid the difference and thus realizes a gain. If the
B-1
<PAGE>
offsetting purchase price exceeds the sale price, the Fund pays the difference
and realizes a loss. Similarly, the closing out of a futures contract purchase
is effected by the Fund entering into a futures contract sale. If the
offsetting sale price exceeds the purchase price, the Fund realizes a gain, and
if the purchase price exceeds the offsetting sale price, the Fund realizes a
loss.
Interest rate futures contracts are traded in an auction environment
on the floors of several exchanges -- principally, the Chicago Board of Trade,
the Chicago Mercantile Exchange and the New York Futures Exchange. The Funds
would deal only in standardized contracts on recognized exchanges. Each
exchange guarantees performance under contract provisions through a clearing
corporation, a nonprofit organization managed by the exchange membership.
A public market now exists in futures contracts covering various
financial instruments including long-term U.S. Treasury Bonds and Notes,
Government National Mortgage Association (GNMA) modified pass-through mortgage
backed securities, three-month U.S. Treasury Bills and ninety-day commercial
paper. The Funds may trade in any interest rate futures contracts for which
there exists a public market, including, without limitation, the foregoing
instruments.
II. Index Futures Contracts
-----------------------
General. A stock or bond index assigns relative values to the stocks
-------
or bonds included in the index, which fluctuates with changes in the market
values of the stocks or bonds included.
A Fund may sell index futures contracts in order to offset a decrease
in market value of its portfolio securities that might otherwise result from a
market decline. A Fund may do so either to hedge the value of its portfolio as
a whole, or to protect against declines, occurring prior to sales of securities,
in the value of the securities to be sold. Conversely, a Fund will purchase
index futures contracts in anticipation of purchases of securities. A long
futures position may be terminated without a corresponding purchase of
securities.
In addition, a Fund may utilize index futures contracts in
anticipation of changes in the composition of its portfolio holdings. For
example, in the event that a Fund expects to narrow the range of industry groups
represented in its holdings it may, prior to making purchases of the actual
securities, establish a long futures position based on a more restricted index,
such as an index comprised of securities of a particular industry group. A Fund
may also sell futures contracts in connection with this strategy, in order to
protect against the possibility that the value of the securities to be sold as
part of the restructuring of the portfolio will decline prior to the time of
sale.
III. Futures Contracts on Foreign Currencies
---------------------------------------
The International Equity Fund may enter into futures contracts on
foreign currency. This futures contract is a binding obligation on one party to
deliver, and a corresponding obligation on another party to accept delivery of,
a stated quantity of foreign currency, for an amount fixed in U.S. dollars.
Foreign currency futures may be used by a Fund to hedge against exposure to
B-2
<PAGE>
fluctuations in exchange rates between the U.S. dollar and other currencies
arising from multinational transactions.
IV. Margin Payments
---------------
Unlike purchase or sales of portfolio securities, no price is paid or
received by a Fund upon the purchase or sale of a futures contract. Initially,
a Fund will be required to deposit with the broker or in a segregated account
with the Custodian an amount of cash or cash equivalents, known as initial
margin, based on the value of the contract. The nature of initial margin in
futures transactions is different from that of margin in security transactions
in that futures contract margin does not involve the borrowing of funds by the
customer to finance the transactions. Rather, the initial margin is in the
nature of a performance bond or good faith deposit on the contract which is
returned to the Fund upon termination of the futures contract assuming all
contractual obligations have been satisfied. Subsequent payments, called
variation margin, to and from the broker, will be made on a daily basis as the
price of the underlying instruments fluctuates making the long and short
positions in the futures contract more or less valuable, a process known as
marking-to-the-market. For example, when a particular Fund has purchased a
futures contract and the price of the contract has risen in response to a rise
in the underlying instruments, that position will have increased in value and
the Fund will be entitled to receive from the broker a variation margin payment
equal to that increase in value. Conversely, where the Fund has purchased a
futures contract and the price of the future contract has declined in response
to a decrease in the underlying instruments, the position would be less valuable
and the Fund would be required to make a variation margin payment to the broker.
At any time prior to expiration of the futures contract, a Fund may elect to
close the position by taking an opposite position, subject to the availability
of a secondary market, which will operate to terminate the Fund's position in
the futures contract. A final determination of variation margin is then made,
additional cash is required to be paid by or released to the Fund, and the Fund
realizes a loss or gain.
V. Risks of Transactions in Futures Contracts
------------------------------------------
There are several risks in connection with the use of futures by a
Fund as a hedging device. One risk arises because of the imperfect correlation
between movements in the price of the futures and movements in the price of the
instruments which are the subject of the hedge. The price of the future may
move more than or less than the price of the instruments being hedged. If the
price of the futures moves less than the price of the instruments which are the
subject of the hedge, the hedge will not be fully effective but, if the price of
the instruments being hedged has moved in an unfavorable direction, the Fund
would be in a better position than if it had not hedged at all. If the price of
the instruments being hedged has moved in a favorable direction, this advantage
will be partially offset by the loss on the futures. If the price of the
futures moves more than the price of the hedged instruments, the Fund involved
will experience either a loss or gain on the futures which will not be
completely offset by movements in the price of the instruments which are the
subject of the hedge. To compensate for the imperfect correlation of movements
in the price of instruments being hedged and movements in the price of futures
contracts, a Fund may buy or sell futures contracts in a greater dollar amount
than the dollar amount of instruments being hedged if the
B-3
<PAGE>
volatility over a particular time period of the prices of such instruments has
been greater than the volatility over such time period of the futures, or if
otherwise deemed to be appropriate by The Commerce Funds. Conversely, a Fund
may buy or sell fewer futures contracts if the volatility over a particular time
period of the prices of the instruments being hedged is less than the volatility
over such time period of the futures contract being used, or if otherwise deemed
to be appropriate by The Commerce Funds. It is also possible that, where a Fund
has sold futures to hedge its portfolio against a decline in the market, the
market may advance and the value of instruments held in the Fund may decline.
If this occurred, the Fund would lose money on the futures and also experience a
decline in value in its portfolio securities.
When futures are purchased to hedge against a possible increase in the
price of securities or a currency before a Fund is able to invest its cash (or
cash equivalents) in an orderly fashion, it is possible that the market may
decline instead; if the Fund then concludes not to invest its cash at that time
because of concern as to possible further market decline or for other reasons,
the Fund will realize a loss on the futures contract that is not offset by a
reduction in the price of the instruments that were to be purchased.
In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between movements in the futures and the
instruments being hedged, the price of futures may not correlate perfectly with
movement in the cash market due to certain market distortions. Rather than
meeting additional margin deposit requirements, investors may close futures
contracts through off-setting transactions which could distort the normal
relationship between the cash and futures markets. Second, with respect to
financial futures contracts, the liquidity of the futures market depends on
participants entering into off-setting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced thus producing distortions. Third, from
the point of view of speculators, the deposit requirements in the futures market
are less onerous than margin requirements in the securities market. Therefore,
increased participation by speculators in the futures market may also cause
temporary price distortions. Due to the possibility of price distortion in the
futures market, and because of the imperfect correlation between the movements
in the cash market and movements in the price of futures, a correct forecast of
general market trends or interest rate movements by the adviser may still not
result in a successful hedging transaction over a short time frame.
Positions in futures may be closed out only on an exchange or board of
trade which provides a secondary market for such futures. Although the Funds
intend to purchase or sell futures only on exchanges or boards of trade where
there appear to be active secondary markets, there is no assurance that a liquid
secondary market on any exchange or board of trade will exist for any particular
contract or at any particular time. In such event, it may not be possible to
close a futures investment position, and in the event of adverse price
movements, a Fund would continue to be required to make daily cash payments of
variation margin. However, in the event futures contracts have been used to
hedge portfolio securities, such securities will not be sold until the futures
contract can be terminated. In such circumstances, an increase in the price of
the securities, if any, may partially or completely offset losses on the futures
contract. However, as described above, there is no
B-4
<PAGE>
guarantee that the price of the securities will in fact correlate with the price
movements in the futures contract and thus provide an offset on a futures
contract.
Further, it should be noted that the liquidity of a secondary market
in a futures contract may be adversely affected by "daily price fluctuation
limits" established by commodity exchanges which limit the amount of fluctuation
in a futures contract price during a single trading day. Once the daily limit
has been reached in the contract, no trades may be entered into at a price
beyond the limit, thus preventing the liquidation of open futures positions.
The trading of futures contracts is also subject to the risk of trading halts,
suspensions, exchange or clearing house equipment failures, government
intervention, insolvency of a brokerage firm or clearing house or other
disruptions of normal activity, which could at times make it difficult or
impossible to liquidate existing positions or to recover excess variation margin
payments.
Successful use of futures by a Fund is also subject to The Commerce
Funds' ability to predict correctly movements in the direction of the market.
For example, if a particular Fund has hedged against the possibility of a
decline in the market adversely affecting securities held by it and securities
prices increase instead, the Fund will lose part or all of the benefit to the
increased value of its securities which it has hedged because it will have
offsetting losses in its futures positions. In addition, in such situations, if
the Fund has insufficient cash, it may have to sell securities to meet daily
variation margin requirements. Such sales of securities may be, but will not
necessarily be, at increased prices which reflect the rising market. A Fund may
have to sell securities at a time when it may be disadvantageous to do so.
VI. Options on Futures Contracts
----------------------------
A Fund may purchase and write options on the futures contracts
described above. A futures option gives the holder, in return for the premium
paid, the right to buy (call) from or sell (put) to the writer of the option a
futures contract at a specified price at any time during the period of the
option. Upon exercise, the writer of the option is obligated to pay the
difference between the cash value of the futures contract and the exercise
price. Like the buyer or seller of a futures contract, the holder, or writer,
of an option has the right to terminate its position prior to the scheduled
expiration of the option by selling, or purchasing an option of the same series,
at which time the person entering into the closing transaction will realize a
gain or loss. A Fund will be required to deposit initial margin and variation
margin with respect to put and call options on futures contracts written by it
pursuant to brokers' requirements similar to those described above. Net option
premiums received will be included as initial margin deposits. In anticipation
of a decline in interest rates, a Fund may purchase call options on futures
contracts as a substitute for the purchase of futures contracts to hedge against
a possible increase in the price of securities which the Fund intends to
purchase. Similarly, if the value of the securities held by a Fund is expected
to decline as a result of an increase in interest rates, the Fund might purchase
put options or sell call options on futures contracts rather than sell futures
contracts.
Investments in futures options involve some of the same considerations
that are involved in connection with investments in futures contracts (for
example, the existence of a liquid
B-5
<PAGE>
secondary market). In addition, the purchase or sale of an option also entails
the risk that changes in the value of the underlying futures contract will not
correspond to changes in the value of the option purchased. Depending on the
pricing of the option compared to either the futures contract upon which it is
based, or upon the price of the securities being hedged, an option may or may
not be less risky than ownership of the futures contract or such securities. In
general, the market prices of options can be expected to be more volatile than
the market prices on the underlying futures contract. Compared to the purchase
or sale of futures contracts, however, the purchase of call or put options on
futures contracts may frequently involve less potential risk to the Fund because
the maximum amount at risk is the premium paid for the options (plus transaction
costs). The writing of an option on a futures contract involves risks similar
to those risks relating to the sale of futures contracts.
ACCOUNTING AND TAX TREATMENT
- ----------------------------
Accounting for futures contracts and options will be in accordance
with generally accepted accounting principles.
Special rules govern the federal income tax treatment of financial
instruments that may be held by the Funds. These rules may have a particular
impact on the amount of income or gain that the Funds must distribute to their
respective shareowners to comply with the Distribution Requirement, on the
income or gain qualifying under the Income Requirement and on their ability to
comply with the Short-Short Test described above.
Generally, futures contracts held by a Fund at the close of the Fund's
taxable year will be treated for federal income tax purposes as sold for their
fair market value on the last business day of such year, a process known as
"mark-to-market." Forty percent of any gain or loss resulting from such
constructive sale will be treated as short-term capital gain or loss and 60% of
such gain or loss will be treated as long-term capital gain or loss without
regard to the length of time the Fund holds the futures contract ("the 40-60
rule"). The amount of any capital gain or loss actually realized by the Fund in
a subsequent sale or other disposition of those futures contracts will be
adjusted to reflect any capital gain or loss taken into account by the Fund in a
prior year as a result of the constructive sale of the contracts. With respect
to futures contracts to sell, which will be regarded as parts of a "mixed
straddle" because their values fluctuate inversely to the values of specific
securities held by the Fund, losses as to such contracts to sell will be subject
to certain loss deferral rules which limit the amount of loss currently
deductible on either part of the straddle to the amount thereof which exceeds
the unrecognized gain (if any) with respect to the other part of the straddle,
and to certain wash sales regulations. Under short sales rules, which will also
be applicable, the holding period of the securities forming part of the straddle
will (if they have not been held for the long-term holding period) be deemed not
to begin prior to termination of the straddle. With respect to certain futures
contracts, deductions for interest and carrying charges will not be allowed.
Notwithstanding the rules described above, with respect to futures contracts to
sell which are properly identified as such, the Fund may make an election which
will exempt (in whole or in part) those identified futures contracts from being
treated for federal income tax purposes as sold on the last business day of the
Fund's taxable year, but gains and losses will be subject to such short sales,
wash sales, loss deferral rules and the requirement to capitalize interest and
carrying charges. Under temporary regulations, the
B-6
<PAGE>
Fund would be allowed (in lieu of the foregoing) to elect either (1) to offset
gains or losses from portions which are part of a mixed straddle by separately
identifying each mixed straddle to which such treatment applies, or (2) to
establish a mixed straddle account for which gains and losses would be
recognized and offset on a periodic basis during the taxable year. Under either
election, the 40-60 rule will apply to the net gain or loss attributable to the
futures contracts, but in the case of a mixed straddle account election, not
more than 50% of any net gain may be treated as long-term and no more than 40%
of any net loss may be treated as short-term. Options on futures contracts
generally receive federal tax treatment similar to that described above.
Certain foreign currency contracts entered into by a Fund may be
subject to the "mark-to-market" process, but gain or loss will be treated as
100% ordinary income or loss. To receive such federal income tax treatment, a
foreign currency contract must meet the following conditions: (1) the contract
must require delivery of a foreign currency of a type in which regulated futures
contracts are traded or upon which the settlement value of the contract depends;
(2) the contract must be entered into at arm's length at a price determined by
reference to the price in the interbank market; and (3) the contract must be
traded in the interbank market. The Treasury Department has broad authority to
issue regulations under the provisions respecting foreign currency contracts.
As of the date of this Statement of Additional Information, the Treasury has not
issued any such regulations. Foreign currency contracts entered into by the
Fund may result in the creation of one or more straddles for federal income tax
purposes, in which case certain loss deferral, short sales, and wash sales rules
and the requirement to capitalize interest and carrying charges may apply.
Some investments may be subject to special rules which govern the
federal income tax treatment of certain transactions denominated in terms of a
currency other than the U.S. dollar or determined by reference to the value of
one or more currencies other than the U.S. dollar. The types of transactions
covered by the special rules include the following: (i) the acquisition of, or
becoming the obligor under, a bond or other debt instrument (including, to the
extent provided in Treasury regulations, preferred stock); (ii) the accruing of
certain trade receivables and payables; and (iii) the entering into or
acquisition of any forward contract, futures contract, option and similar
financial instrument. However, regulated futures contracts and non-equity
options are generally not subject to the special currency rules if they are or
would be treated as sold for their fair market value at year-end under the
"mark-to-market" rules, unless an election is made to have such currency rules
apply. The disposition of a currency other than the U.S. dollar by a U.S.
taxpayer is also treated as a transaction subject to the special currency rules.
With respect to transactions covered by the special rules, foreign currency gain
or loss is calculated separately from any gain or loss on the underlying
transaction and is normally taxable as ordinary gain or loss. A taxpayer may
elect to treat as capital gain or loss foreign currency gain or loss arising
from certain identified forward contracts, futures contracts and options that
are capital assets in the hands of the taxpayer and which are not part of a
straddle. In accordance with Treasury regulations, certain transactions subject
to the special currency rules that are part of a "section 988 hedging
transaction" (as defined in the Code and the Treasury regulations) will be
integrated and treated as a single transaction or otherwise treated consistently
for purposes of the Code. "Section 988 hedging transactions" are not subject to
the mark-to-market or loss deferral rules under the Code. It is anticipated
that some of the non-U.S. dollar denominated investments and foreign currency
contracts that the Fund may make or may enter into will be subject
B-7
<PAGE>
to the special currency rules described above. Gain or loss attributable to the
foreign currency component of transactions engaged in by the Fund which are not
subject to special currency rules (such as foreign equity investments other than
certain preferred stocks) will be treated as capital gain or loss and will not
be segregated from the gain or loss on the underlying transaction.
The Treasury Department may by regulation exclude from income that
meets the Income Requirement, foreign currency gains that are not directly
related to a Fund's principal business of investing in stock or securities, or
options and futures with respect to stock or securities. For purposes of the
Income Requirement, any income derived by a Fund from a partnership or trust is
treated as derived with respect to the Fund's business of investing in stock,
securities or currencies only to the extent that such income is attributable to
items of income which would have been qualifying income if realized by the Fund
in the same manner as by the partnership or trust.
With respect to futures contracts and other financial instruments
subject to the "mark-to-market" rules, the Internal Revenue Service has ruled in
private letter rulings that for purposes of the Short-Short Test, a gain
realized from such a futures contract or financial instrument will be treated as
being derived from a security held for three months or more (regardless of the
actual period for which the contract or instrument is held) if the gain arises
as a result of a constructive sale under the "mark-to-market" rules, and will be
treated as being derived from a security held for less than three months only if
the contract or instrument is terminated (or transferred) during the taxable
year (other than by reason of mark-to-market) and less than three months have
elapsed between the date the contract or instrument is acquired and the
termination date. In determining whether the 30% test is met for a taxable
year, increases and decreases in the value of the Fund's futures contracts and
other investments that qualify as part of a "designated hedge," as defined in
the Code, may be netted.
If the International Equity Fund invests in certain "passive foreign
investment companies" ("PFICs") it would be subject to federal income tax (and
possibly additional interest charges) on a portion of any "excess distribution"
or gain from the disposition of such investments, even if it distributes the
income to its shareowners. If the International Equity Fund elects to treat the
PFIC as a "qualified electing fund" ("QEF") and the PFIC furnishes certain
financial information in the required form, the Fund instead would be required
to include in income each year its allocable share of the ordinary earnings and
net capital gains of the QEF, whether or not received, and such amounts would be
subject to the various distribution requirements described above.
Alternatively, if enacted as proposed, proposed Treasury regulations
would allow the International Equity Fund in the future to elect instead to
recognize any appreciation in the PFIC shares that it owns by marking them to
market as of the last business day of each taxable year (and on certain other
dates prescribed in the Code). Again, gain recognized under this "mark-to-
market" approach would be subject to the various distribution requirements
described above, even if no cash is received currently from the PFIC investment.
B-8
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) Financial Statements
(1) Included in Part A:
Financial Highlights for Registrant's Short-Term Government Fund,
Bond Fund, Balanced Fund, Growth Fund, Aggressive Growth Fund and
International Equity Fund for the six-month period ended April
30, 1996 (unaudited) and for the period from December 12, 1994
(commencement of operations) through October 31, 1995.
(2) Included in Part B:
Unaudited Financial Statements included in Registrant's Semi-
Annual Report for the six-month period ended April 30, 1996 and
Financial Statements included in Registrant's Annual Report for
the fiscal period ended October 31, 1996, each as previously
filed with the Commission, are incorporated herein by reference.
(b) Exhibits
(1) Trust Instrument dated February 7, 1994./1/
(2) Bylaws of Registrant./1/
(3) Not Applicable.
(4) Not Applicable.
(5) (a) Advisory Agreement among Registrant, Commerce Bank, N.A.
(St. Louis) and Commerce Bank, N.A. (Kansas City)./1/
(b) Sub-Advisory Agreement among Commerce Bank, N.A. (St.
Louis), Commerce Bank, N.A. (Kansas City) and Rowe Price-
Fleming International, Inc./1/
(6) Distribution Agreement between Registrant and Goldman, Sachs &
Co./1/
(7) Not Applicable.
(8) (a) Custodian Agreement between Registrant and State Street Bank
and Trust Company./1/
(b) Transfer Agency Agreement between Registrant and State
Street Bank and Trust Company./1/
(9) (a) Administration Agreement between Registrant and Goldman
Sachs Asset Management./1/
(b) Shareholder Administrative Services Plan for Institutional
Shares and related form of Servicing Agreement./2/
(c) Form of Shareholder Administrative Services Plan for
Service Shares and related form of Servicing Agreement.
C-1
<PAGE>
(10) Opinion and Consent of Counsel./3/
(11) (a) Consent of Drinker Biddle & Reath.
(b) Consent of Independent Auditors.
(12) Not Applicable.
(13) (a) Purchase Agreement between Registrant and Initial
Trustee./1/
(b) Purchase Agreement between Registrant and Goldman, Sachs &
Co./1/
(c) Purchase Agreement between Registrant and Commerce Bank,
N.A. (Kansas City)./1/
(14) Not Applicable.
(15) Form of Distribution Plan for Service Shares.
(16) Schedule of Computation of Performance Quotations for the 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./1/
(17) Financial Data Schedules as of April 30, 1996.
(18) Form of Plan Pursuant to Rule 18f-3 for Operation of a Multi-
Class System.
_______________________________
1. Filed electronically as an Exhibit and incorporated herein by reference to
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A filed on June 30, 1995.
2. Filed electronically as an Exhibit and incorporated herein by reference to
Post-Effective Amendment No. 2 to Registrant's Registration Statement on
Form N-1A filed on March 1, 1996.
3. Filed on November 15, 1995 pursuant to Rule 24f-2 as part of Registrant's
Rule 24f-2 Notice.
C-2
<PAGE>
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
-------------------------------------------------------------
Registrant is controlled by its Board of Trustees. As of the date of
this Registration Statement, no person is controlled by or under
common control with the Registrant.
Item 26. NUMBER OF HOLDERS OF SECURITIES
-------------------------------
Number of Record
Holders as of
Title of Series August 16, 1996
--------------- ----------------
Short-Term Government Fund... 445
Bond Fund.................... 830
Balanced Fund................ 2273
Growth Fund.................. 3227
Aggressive Growth Fund....... 2576
International Equity Fund.... 702
National Tax-Free Bond Fund.. 18
Missouri Tax-Free Bond Fund.. 39
Item 27. INDEMNIFICATION
---------------
Section IV of the Administration Agreement and Section XIII of the
Distribution Agreement between the Registrant and Goldman, Sachs & Co.
("Goldman") provides for indemnification of Goldman in connection with certain
claims and liabilities to which Goldman, in its capacity as Registrant's
Administrator and Distributor, may be subject. Copies of the Administration
Agreement and Distribution Agreement are incorporated herein by reference as
Exhibits 9(a) and 6, respectively.
Registrant has obtained from a major insurance carrier a trustees and
officers' liability policy covering certain types of errors and omissions.
In addition, Section 10.2 of Registrant's Trust Instrument, a copy of
which is incorporated herein by reference as Exhibit 1, provides for
indemnification of the Trustees and officers as follows:
Section 10.2 Indemnification. The Trust shall indemnify each of its
---------------
Trustees against all liabilities and expenses (including amounts paid
in satisfaction of judgments, in compromise, as fines and penalties,
and as counsel fees) reasonably incurred by him in connection with the
defense or disposition of any action, suit or other proceeding,
whether civil or criminal, in which he may be involved or with which
he may be threatened, while as a Trustee or thereafter, by reason of
his being or having been such a Trustee except with respect to any
------
matter as to which he shall have been adjudicated to have acted in bad
faith, willful misfeasance, gross negligence or reckless disregard of
his duties, provided that as to any matter disposed of by a compromise
--------
payment by such person, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses
shall be provided unless the Trust shall have received a written
opinion from independent legal counsel approved by the Trustees to the
effect that if either the matter or willful misfeasance, gross
negligence or reckless disregard of duty, or the matter of bad faith
had been adjudicated, it would in the opinion of such counsel have
been adjudicated in favor of such person. The rights accruing to any
person under these provisions shall not exclude any other right to
which he may be lawfully entitled, provided that no person may satisfy
--------
any right of indemnity or reimbursement hereunder except out of the
property of the Trust. The Trustees may make advance payments in
connection with the indemnification under this Section 10.2, provided
--------
that
C-3
<PAGE>
the indemnified person shall have given a written undertaking to
reimburse the Trust in the event it is subsequently determined that he
is not entitled to such indemnification.
The Trust shall indemnify officers, and shall have the power to
indemnify representatives and employees of the Trust, to the same
extent that Trustees are entitled to indemnification pursuant to this
Section 10.2.
Section 10.3 of Registrant's Trust Instrument provides for
indemnification of shareholders as follows:
Section 10.3 Shareholders. In case any Shareholder or former
------------
Shareholder of any Series shall be held to be personally liable solely
by reason of his being or having been a Shareholder of such Series and
not because of his acts or omissions or for some other reason, the
Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives, or in the case of a
corporation or other entity, its corporate or other general successor)
shall be entitled out of the assets belonging to the applicable Series
to be held harmless from and indemnified against all loss and expense
arising from such liability. The Trust, on behalf of the affected
Series, shall, upon request by the Shareholder, assume the defense of
any claim made against the Shareholder for any act or obligation of
the Series and satisfy any judgment thereon from the assets of the
Series.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to Trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a Trustee, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such Trustee, officer
or controlling person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
----------------------------------------------------
(a) Commerce Bank, N.A. (St. Louis) and Commerce Bank, N.A. (Kansas
City), the Registrant's investment advisers, provide a comprehensive range of
financial services including investment management, trust, retail, commercial,
brokerage, and correspondent banking services.
Set forth below is a list of all of the directors and senior executive
officers of Commerce Bank, N.A. (Kansas City) and Commerce Bank, N.A. (St.
Louis) and, with respect to each such person, the name and business address of
the company or companies (if any) with which such person has been connected at
any time since August 30, 1994, as well as the capacity in which such person was
connected.
C-4
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH NAME AND PRINCIPAL
COMMERCE BANK, N.A. (KANSAS CITY) BUSINESS ADDRESS OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- --------------------------------- --------------------------------- -----------------------------
<S> <C> <C>
Mr. John O. Brown, Key Industries, Inc. Director
Vice Chairman of the Board 523 East Wall
Ft. Scott, KS 66701-1554
Mr. Jonathan M. Kemper, Tower Properties Company Director
Chairman and CEO 911 Main Street, Suite 100
Kansas City, MO 64106
Commerce Bancshares, Inc. Vice Chairman
1000 Walnut Street
Kansas City, MO
Mr. Warren W. Weaver, Roddis Lumber Co. Chairman
Director 727 N. Cherry
P.O. Box 1446
San Antonio, TX 78295
Commerce Bancshares, Inc. Vice Chairman
Mr. Thomas M. Block, 830 W. 51st Street None
Director Kansas City, MO 64112
Mr. H.D. Cleberg, Farmland Industries, Inc. President
Director P.O. Box 7305
Kansas City, MO 64116
Mr. Stephen D. Dunn, J.E. Dunn Construction Co. Senior Vice President
Director 929 Holmes and Assistant Treasurer
Kansas City, MO 64106
Mr. Brian D. Everist, Intercontinental Engineering President
Director Manufacturing Corporation
P.O. Box 9055
Kansas City, MO 64168
Mrs. Anita B. Gorman, 917 N.E. Vivion Road Civic Leader
Director Kansas City, MO 64118
Mr. Richard C. Green, Jr., UtiliCorp United, Inc. President
Director P.O. Box 13287
Kansas City, MO 64199
Mr. C.L. William Haw, National Farms, Inc. President
Director 1600 Genessee, Suite 846
Kansas City, MO 64102
Mr. William L. Johnson, Northern Pipeline Chief Executive
Director Construction Co. Officer
2901 East 85th Street
Kansas City, MO 64132
Mr. James M. Kemper, Jr., Tower Properties Company Chairman and President
Director 911 Main, Suite 100
Kansas City, MO 64106
</TABLE>
C-5
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH NAME AND PRINCIPAL
COMMERCE BANK, N.A. (KANSAS CITY) BUSINESS ADDRESS OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- --------------------------------- --------------------------------- -----------------------------
<S> <C> <C>
Commerce Bank, N.A. (St. Louis) Director
8000 Forsyth Blvd.
Clayton, MO 63105
Commerce Bancshares, Inc. Director
Mr. John N. McConnell, Labconco Corporation Chairman and President
Director 8811 Prospect
Kansas City, MO 64132
Mr. Thomas R. McGee, 4900 Main, Suite 717 Consultant
Director Kansas City, MO 64112
Mr. Robert J. Reintjes, Sr., George P. Reintjes President and CEO
Director Company, Inc.
3800 Summit
P.O. Box 410856
Kansas City, MO 64141
Mr. Lamson Rheinfrank, Jr., BHA Group, Inc. Chairman
Director 8800 E. 63rd Street
Kansas City, MO 64133
Mr. Laidacker M. Seaberg, Midwest Grain Products, Inc. President and CEO
Director P.O. Box 130
Atchison, KS 66002-2666
Mr. Louis W. Smith, Ewing Marion Kauffman Foundation President and CEO
Director 4900 Oak Street
Kansas City, MO 64112
Mr. Charles S. Sosland, Sosland Companies, Inc. President and CEO
Director 4800 Main Street, Suite 100
Kansas City, MO 64112
Ms. Susan M. Stanton, Payless Cashways, Inc. President
Director 2300 Main
P.O. Box 419466
Kansas City, MO 64141-0466
Mr. Jack W. Steadman, Kansas City Chiefs Football Chairman of the Board
Director Club, Inc.
1528 Commerce Bank Bldg.
1000 Walnut Street
Kansas City, MO 64106
Mr. Heinz K. Wehner, None None
Director
Mr. Hugh J. Zimmer, The Zimmer Companies Chairman
Director 1220 Washington #202
P.O. Box 411299
Kansas City, MO 64141
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH NAME AND PRINCIPAL
COMMERCE BANK, N.A. (KANSAS CITY) BUSINESS ADDRESS OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- --------------------------------- --------------------------------- -----------------------------
<S> <C> <C>
Mr. Stephen Melcher, Health Midwest, Inc. Director
Executive Vice President 2142 E. Meyer Blvd.
Kansas City, MO 64132-1199
Mr. John R. Owen, None None
Executive Vice President
Mr. Kenneth J. Ragan, None None
Executive Vice President
Mr. Marc J. Andreoli, None None
Senior Vice President &
Assistant Secretary
Mr. John S. Archer, Commerce Bancshares, Inc. Vice President
Senior Vice President
Mr. Kevin G. Barth, None None
Executive Vice President
Mr. Dennis Block None None
Senior Vice President
Mr. Dan Bolen, None None
Executive Vice President
Mr. Charles G. Buffum, III, LaCrosse Lumber Co. Director
Senior Vice President 200 N. Main
Louisiana, MO 63353
Mr. Norman B. Dawson, None None
Senior Vice President
Community President
Mr. Hugh Graff, None None
Senior Vice President
Ms. Cathy L. Griffis, None None
Senior Vice President
Mr. David R. Goodman, None None
Senior Vice President
Community President
Mr. Stephen Kitts, None None
Senior Vice President
Mr. David H. Lindsey, None None
Senior Vice President
Mr. Steven C. Lynn, None None
Senior Vice President
Mr. Julius A. Madas, None None
Senior Vice President
</TABLE>
C-7
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH NAME AND PRINCIPAL
COMMERCE BANK, N.A. (KANSAS CITY) BUSINESS ADDRESS OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- --------------------------------- --------------------------------- -----------------------------
<S> <C> <C>
Michael F. Marlow, None None
Senior Vice President
Mr. Robert J. Rauscher, None None
Senior Vice President
Mr. Edward Reardon, None None
President and Director
Mr. George T. Reichman, Broderson Manufacturing Co. Director
Senior Vice President P.O. Box 14770
14741 W. 106th St.
Lenexa, KS 66215-2015
Mr. Stanley E. Ricketts, None None
Senior Vice President
Ms. Teresa Rouse, None None
Senior Vice President
Mr. James R. Rucker, None None
Senior Vice President
Mr. Michael Sobba, None None
Senior Vice President
Mr. Michael S. Spafford, None None
Senior Vice President
Mr. Daniel J. Stinnett, None None
Senior Vice President, General Counsel
and Secretary
Thomas A. Wallingford, None Alwaco
Senior Vice President Kansas City, MO
Mr. Thomas E. Weiford, None Alwaco
Senior Vice President Kansas City, MO
</TABLE>
C-8
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH NAME AND PRINCIPAL
COMMERCE BANK, N.A. (ST. LOUIS) BUSINESS ADDRESS OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- --------------------------------- --------------------------------- -----------------------------
<S> <C> <C>
Mr. David W. Kemper, Tower Properties Company Director
Chairman of the Board/CEO 911 Main Street, Suite 100
Kansas City, MO 64106
Commerce Bancshares, Inc.
Chairman, President and
Chief
Business Men's Assurance Company of Executive Officer
America
One Penn Valley Park Director
Kansas City, MO 64108
Seafield Capital Corporation
2600 Grand Avenue Suite 500
Kansas City, MO 64108 Director
Wave Technologies International, Inc.
10845 Olive Blvd.
St. Louis, MO 63146
Ralcorp Holdings, Inc.
901 Chouteau Avenue
St. Louis, MO 63102
Mr. Seth M. Leadbeater, None None
President and Director
Charles S. Betz None None
Executive Vice President
Jonathan Ford None None
Executive Vice President
Paul D. Kalslbeck None None
Executive Vice President
Charles G. Kim None None
Executive Vice President
Peter F. Mackie Commerce Bancshares, Inc. Vice President
Executive Vice President
Darrell J. Procter Commerce Bancshares, Inc. Executive Vice President
Executive Vice President
Robert Smith None None
Executive Vice President
John J. Thiebauth Dotmar, Inc. d/b/a The Director
Executive Vice President Stange Company
2324 Walden Parkway
St. Louis, MO 63146
</TABLE>
C-9
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH NAME AND PRINCIPAL
COMMERCE BANK, N.A. (ST. LOUIS) BUSINESS ADDRESS OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- --------------------------------- --------------------------------- -----------------------------
<S> <C> <C>
Norman T. Williams None None
Executive Vice President
Mr. Adrian N. Baker, II, Adrian Baker Reinsurance President
Director Intermediaries, Inc.
34 North Meramec Ave.
P.O. Box 66871
St. Louis, MO 63166-6871
Mr. William E. Ball, Ladue Building & Engineering Corp. President
Director 11543 Page Service Dr.
St. Louis, MO 63146
Mr. James Berthold, Sunnen Products Co. Chairman/President
Director 7910 Manchester
St. Louis, MO 63143
Mr. John R. Capps, Plaza Motor Company President
Director 755 N. New Dallas Rd.
St. Louis, MO 63141
Mr. William A. Christison, III, Husch & Eppenberger Attorney at Law
Director 101 Southwest Adams St.
Suite 800
Peoria, IL 61602
Mr. Joe Curtis, None None
Vice Chairman
Mr. Thomas P. Danis, Rollins Hudig Hall of Missouri, Inc. Chairman
Director 100 N. Broadway
Suite 1700
St. Louis, MO 63102
Mr. Ken J. Elkins, Pulitzer Broadcasting Company President and CEO
Director 101 South Hanley Rd.
Suite 1250
St. Louis, MO 63105-3428
Mr. James G. Forsyth, III, Moto, Inc. President
Director 721 W. Main St.
P.O. Box 122
Belleville, IL 62222
Mr. Harold L. Helmkampf, Harold F. Helmkampf General President
Director Contractor, Inc.
121 Hunter Avenue
St. Louis, MO 63124
</TABLE>
C-10
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH NAME AND PRINCIPAL
COMMERCE BANK, N.A. (ST. LOUIS) BUSINESS ADDRESS OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- --------------------------------- --------------------------------- -----------------------------
<S> <C> <C>
Mr. James M. Kemper, Jr., Tower Properties Company Chairman and President
Director 911 Main Street, Suite 100
Kansas City, MO 64106
Commerce Bank, N.A. (Kansas City) Director
1000 Walnut Street
Kansas City, MO 64106
Commerce Bancshares, Inc.
Director
Mr. Alois J. Koller, Sr., Koller-Craft Plastic Products, Inc. Chairman
Director Drawer K
Fenton, MO 63026
Ms. Mary Ann Krey, Krey Distributing Company Chief Executive Officer
Director 150 Turner Blvd.
P.O. Box 1030
St. Peters, MO 63376-8030
Mr. Hal A. Kroeger, HALAK, Inc. President
Director P.O. Box 8440
St. Louis, MO 63132
Mr. Ronald K. Lohr, Lohr Distributing Co., Inc. President
Director 1100 S. 9th St.
St. Louis, MO 63104
Mr. John B. Morgan, Subsurface Constructors, Inc. President
Director 110 Angelica St.
St. Louis, MO 63147
Mr. Edward J. Nusrala, Famous Brand Shoes, Inc. President
Director 8620 Olive
St. Louis, MO 63132
Mr. Benjamin J. Rassieur, Paulo Products Co. President
Director 5711 West Park Avenue
St. Louis, MO 63110
Mr. Bruce G. Robert, Sr., Siegel-Robert, Inc. Chairman & CEO
Director 8645 S. Broadway
St. Louis, MO 63111
Mr. Jerome M. Rubenstein, Bryan, Cave Partner
Director One Metro Square
211 N. Broadway
St. Louis, MO 63102-2750
Mr. James E. Schiele, St. Louis Screw & Bolt Chairman and President
Director Co.
6900 N. Broadway
St. Louis, MO 63147
</TABLE>
C-11
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION WITH NAME AND PRINCIPAL
COMMERCE BANK, N.A. (ST. LOUIS) BUSINESS ADDRESS OF OTHER COMPANY CONNECTION WITH OTHER COMPANY
- --------------------------------- --------------------------------- -----------------------------
<S> <C> <C>
Mr. Jack O. Snyder, Snyder Development Co, President
Director 202 N. Prospect Road
Bloomington, IL 61704
Mr. Gregory B. Vatterott, Charles J. Vatterott & Company President
Director 10449 St. Charles Rock Rd.
St. Ann, MO 63074
Mr. Earl E. Walker, Carr Lane Manufacturing Co. President
Director 4200 Carr Lane Court
St. Louis, MO 63119
Mr. Mahlon B. Wallace, III, Wallace Properties President & CEO
Director 2001 S. Hanley Rd.
St. Louis, MO 63144
Mr. Horace Wilkins, Jr., Missouri Southwestern Bell Telephone President
Director Company
100 N. Tucker
Rm. 118
St. Louis, MO 63101
</TABLE>
(b) The information required by this Item 28 with respect to each director and
officer of Rowe Price-Fleming International, Inc. is incorporated by reference
to Form ADV and Schedules A and D filed by Rowe Price-Fleming International,
Inc. with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 (File No.801-14713).
Item 29. PRINCIPAL UNDERWRITER
---------------------
(a) Goldman, Sachs & Co., or an affiliate or a division thereof, currently
serves as investment adviser and distributor of the units or shares of Goldman
Sachs-Money Market Trust, Financial Square Trust, Goldman Sachs Trust, Goldman
Sachs Equity Portfolios, Inc. and Trust for Credit Unions and Paragon Treasury
Money Market Fund, and as administrator and distributor for the units of The
Benchmark Funds and for the Shares of Paragon Portfolio.
(b) Set forth below is certain information pertaining to the general partners
of Goldman, Sachs & Co., distributor for Registrant. None of the Partners hold
positions or offices with the Registrant.
C-12
<PAGE>
GOLDMAN, SACHS & CO. GENERAL PARTNERS
-------------------------------------
Name and Principal Name and Principal
Business Address Business Address
- ------------------ ------------------
Jon S. Corzine, Chairman (1)(2) Gavyn Davies (7)
Henry M. Paulson, Jr. Chairman (1)(2) Dexter D. Earle (5)
Roy J. Zuckerberg (5) John Ehara (10)
David M. Silfen (5) J. Christopher Flowers (2)
Richard M. Hayden (7) Gary Gensler (2)
Robert J. Hurst (2) Charles T. Harris, III (2)
Howard C. Katz (2) Thomas J. Healey (2)
Peter K. Barker (9) Stephen Hendel (2)
Eric S. Dobkin (5) Robert E. Higgins (2)
Willard J. Overlock, Jr. (2) Ernest S. Liu (5)
Jonathon L. Cohen (2) Eff W. Martin (11)
Frederic B. Garonzik (7) Charles B. Mayer, Jr. (2)
Kevin W. Kennedy (2) Michael J. O'Brien (7)
William C. Landreth (8) Mark Schwartz (2)
Daniel M. Neidich (2) Stephen M. Semlitz (2)
Edward Spiegel (5) Robert K. Steel (5)
Robert F. Cummings, Jr. (2) John A. Thain (2)(7)
Angelo De Caro (2) John L. Thornton (7)
Steven G. Einhorn (5) Bracebridge H. Young, Jr. (10)
David B. Ford (5) Joseph R. Zimmel (2)
David M. Leuschen (2) Barry L. Zubrow (2)
Michael R. Lynch (2) Gary L. Zwerling (2)
Michael D. McCarthy (2) Jon R. Aisbitt (7)
Donald C. Opatrny, Jr. (2) Andrew M. Alper (2)
Thomas E. Tuft (5) William J. Buckley (5)
Robert J. Katz (1)(2) Frank L. Coulson, Jr. (2)
Michael P. Mortara (2) Connie Duckworth (8)
Llyod C. Blankfein (2) Richard A. Friedman (2)
John P. Curtin, Jr. (2) Alan R. Gillespie (7)
Scott M. Pinkus (2) Joseph H. Gleberman (2)
John J. Powers (2) Jacob D. Goldfield (2)
Stephen D. Quinn (2) Steven M. Heller (2)
Arthur J. Reimers, III (7) Ann F. Kaplan (2)
James P. Riley, Jr. (2) Robert S. Kaplan (2)
Richard A. Sapp (7) Peter D. Kiernan, III (2)
Donald F. Textor (5) John P. NcNulty (5)
Thomas B. Walker, III (2) T. Willem Mesdag (14)
Patrick J. Ward (7) Gaetano J. Muzio (11)
Jeffrey M. Weingarten (7) Robin Neustein (2)
Jon Winkelried (2) Timothy J. O'Neill (2)
Richard E. Witten (2) Suzanne M. Nora Johnson (9)
Gregory K. Palm (2)(7) Terence M. O'Toole (2)
Carlos A. Cordeiro (7) Carl G.E. Palmstierna (7)
John O. Downing (7) Michael G. Rantz (7)
Mark Evans (13) J. David Rogers (5)
Michael D. Fascitelli (2) Joseph Sassoon (7)
Sylvain M. Hefes (7) Peter Savitz (2)(7)
Reuben Jeffrey, III (7) Charles B. Seelig, Jr. (2)
Lawrence H. Linden (2) Ralph F. Severson (11)
Jun Makihara (10) Gene T. Sykes (9)
Masanori Mochida (10) Gary A. Syman (10)
Robert B. Morris, III (7)(11) Leslie C. Tortora (2)
Philip D. Murphy (14) John L. Townsend, III (2)
Lee G. Vance (7)
David A. Viniar (2)
John S. Weinberg (2)
C-13
<PAGE>
Name and Principal Name and Principal
Business Address Business Address
- ------------------ ------------------
Peter A. Weinberg (2) Kevin M. Kelly (2)
Laurence M. Weiss (2) John C. Kleinert (2)
George W. Wellde, Jr. (10) Jonathan L. Kolatch (2)
Jaime E. Yordan (2)(16) Peter S. Kraus (2)
Sharmin Mossavar-Rahmani (5) Robert Litterman (2)
Hideo Ishihara (10) Jonathan M. Lopatin (2)
Paul M. Achleitner (14) Thomas J. Macirowski (2)
Armen A. Avanessians (2) Peter G.C. Mallinson (13)
Joel S. Beckman (2) Oki Matsumoto (10)
David W. Blookd (7) E. Scott Mead (7)
Zachariah Cobrinik (10) Eric M. Mindich (5)
Gary D. Cohn (7) Steven T. Mnuchin (2)
Christopher A. Cole (2) Thomas K. Montag (2)
Henry Cornell (13) Edward A. Mule (2)
Robert V. Delaney (2) Kipp M. Nelson (7)
Joseph Della Rosa (5) Christopher K. Norton (2)
J. Michael Evans (7) Robert J. O'Shea (2)
Lawton W. Fitt (5) Wiet H. Pot (7)
Joseph D. Gatto (2) Jack L. Salzman (5)
Peter C. Gerhard (2) Eric S. Schwartz (5)
Nomi P. Ghez (5) Michael F. Schwerin (2)
David T. Hamamoto (2) Richard S. Sharp (7)
Walter H. Haydock (2)(15) Richard G. Sherlund (5)
David L. Henle (5) Michael S. Sherwood (7)
Francis J. Ingrassia (2) Cody J. Smith (2)
Scott B. Kapnick (7) Daniel W. Stanton (5)
Fredric E. Steck (2) Esta E. Stecher (2)
Byron D. Trott (8) Gary W. Williams (5)
Barry S. Volpert (2) Tracy R. Wolstencroft (4)
Peter S. Wheeler (13) Danny O. Yee (13)
Anthony G. Williams (7)
Michael J. Zamkow (2)
Mark A. Zurack (5)
Jim O'Neill (2)
Peter D. Sutherland (7)
____________________
(1) Management Committee
(2) 85 Broad Street, New York, NY 10004
(3) Mellon Bank Center, 1735 Market Street, 26th Floor,
Philadelphia, PA 19103
(4) 100 Crescent Court, Suite 1000, Dallas, TX 75201
(5) One New York Plaza, New York, NY 10004
(6) 1000 Louisiana Street, Suite 550, Houston, TX 77002
(7) Peterborough Court, 133 Fleet Street, London
EC4A 2BB, England
(8) 4900 Sears Tower, Chicago, IL 60606
(9) 333 South Grand Avenue, Suite 1900, Los Angeles, CA 90071
(10) ARK Mori Bldg., 10th Floor, 12-32 Akasaka, 1-chome,
C-14
<PAGE>
Minato-ku, Tokyo 107, Japan
(11) 555 California Street, 45th Floor, San Francisco, CA 94104
(12) Exchange Place, 53 State Street, 13th Floor,
Boston, MA 02109
(13) Asia Pacific Finance Tower, 37th Floor, Citibank Plaza,
3 Garden Road, Hong Kong
(14) Finanz GmbH, MesseTurm, 60308 Frankfurt am Main, Germany
(15) Munsterof 4, 8022, Zurich, Switzerland
(16) Casa de Bolsa, S.A. deC.U. Av. de las Palmas 405, Piso 18. Lomas
de Chapulte PEC, Mexico 11000, D.F.
(c) None.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
--------------------------------
(1) Commerce Bank, N.A., 8000 Forsyth Boulevard, Clayton, Missouri and Commerce
Bank, N.A. (Kansas City), 1000 Walnut Street, Kansas City, Missouri
(records relating to their functions as investment adviser to each of
Registrant's investment portfolios).
(2) Rowe-Price Fleming International, Inc., 100 East Pratt Street, Baltimore,
Maryland (records relating to its function as sub-investment adviser to
Registrant's International Equity Fund).
(3) Goldman, Sachs & Co., One New York Plaza, New York, New York (records
relating to its function as administrator and distributor to each of
Registrant's investment portfolios).
(4) State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts (records relating to its function as custodian and transfer
agent to each of Registrant's investment portfolios).
(5) Drinker Biddle & Reath, Philadelphia National Bank Building, 1345 Chestnut
Street, Philadelphia, Pennsylvania (Registrant's Trust Instrument, By-Laws
and minute books).
Item 31. MANAGEMENT SERVICES
-------------------
Not Applicable.
Item 32. UNDERTAKINGS
------------
(a) Registrant undertakes to provide its Annual Report upon request without
charge to any recipient of the Prospectuses for the 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.
(b) Registrant undertakes to comply with the provisions of Section 16(c) of
the Investment Company Act of 1940 as though they were applicable to it.
C-15
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant duly caused this Post-Effective
Amendment No. 3 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kansas City, State of
Missouri, on the 30th day of August, 1996.
THE COMMERCE FUNDS
Registrant
/s/ Warren W. Weaver*
---------------------
Warren W. Weaver
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to Registrant's Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.
Signatures Title Date
---------------------------- ------------- ------------
/s/ Randall D. Barron*
- ----------------------
Randall D. Barron Trustee, Treasurer August 30, 1996
/s/ David L. Bodde*
- -------------------
David L. Bodde Trustee August 30, 1996
/s/ John Eric Helsing*
- ----------------------
John Eric Helsing Trustee, Chairman August 30, 1996
John Joseph Holland*
- --------------------
John Joseph Holland Trustee August 30, 1996
Warren W. Weaver* Trustee, President August 30, 1996
- -----------------
Warren W. Weaver
* By: /s/ W. Bruce McConnel, III
--------------------------
W. Bruce McConnel, III
Attorney-in-Fact
C-16
<PAGE>
COMMERCE FUNDS
--------------
EXHIBIT INDEX
-------------
Exhibits
--------
(9)(c) Form of Shareholder Administrative Services Plan for Service Shares
and related form of Servicing Agreement.
(11)(a) Consent of Drinker Biddle & Reath.
(11)(b) Consent of Independent Auditors.
(15) Form of Distribution Plan for Service Shares.
(18) Form of Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class
System.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEMI-ANNUAL REPORT DATED APRIL 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> SHORT-TERM GOVERNMENT FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 27,110,505
<INVESTMENTS-AT-VALUE> 27,186,062
<RECEIVABLES> 536,976
<ASSETS-OTHER> 40,176
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 27,763,214
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 634,948
<TOTAL-LIABILITIES> 634,948
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27,052,698
<SHARES-COMMON-STOCK> 1,480,969
<SHARES-COMMON-PRIOR> 1,073,509
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 11
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 75,557
<NET-ASSETS> 27,128,266
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 789,391
<OTHER-INCOME> 0
<EXPENSES-NET> (81,766)
<NET-INVESTMENT-INCOME> 707,625
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (457,167)
<NET-CHANGE-FROM-OPS> 250,458
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (707,625)
<DISTRIBUTIONS-OF-GAINS> (246,011)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 707,701
<NUMBER-OF-SHARES-REDEEMED> (336,523)
<SHARES-REINVESTED> 36,282
<NET-CHANGE-IN-ASSETS> 6,916,955
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 246,022
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 60,122
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 126,468
<AVERAGE-NET-ASSETS> 24,181,004
<PER-SHARE-NAV-BEGIN> 18.83
<PER-SHARE-NII> 0.55
<PER-SHARE-GAIN-APPREC> (0.29)
<PER-SHARE-DIVIDEND> (0.55)
<PER-SHARE-DISTRIBUTIONS> (0.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.32
<EXPENSE-RATIO> 0.68
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEMI-ANNUAL REPORT DATED APRIL 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> BOND FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 112,145,287
<INVESTMENTS-AT-VALUE> 114,027,862
<RECEIVABLES> 2,020,598
<ASSETS-OTHER> 41,446
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 116,089,906
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,021,810
<TOTAL-LIABILITIES> 1,021,810
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 112,652,718
<SHARES-COMMON-STOCK> 6,130,380
<SHARES-COMMON-PRIOR> 5,024,288
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 532,803
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,882,575
<NET-ASSETS> 115,068,096
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,683,191
<OTHER-INCOME> 0
<EXPENSES-NET> (445,686)
<NET-INVESTMENT-INCOME> 3,237,505
<REALIZED-GAINS-CURRENT> 532,974
<APPREC-INCREASE-CURRENT> (4,045,536)
<NET-CHANGE-FROM-OPS> (275,057)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,237,505)
<DISTRIBUTIONS-OF-GAINS> (1,391,915)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,934,555
<NUMBER-OF-SHARES-REDEEMED> (1,038,779)
<SHARES-REINVESTED> 210,316
<NET-CHANGE-IN-ASSETS> 16,563,818
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,391,744
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 265,221
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 445,686
<AVERAGE-NET-ASSETS> 106,671,392
<PER-SHARE-NAV-BEGIN> 19.61
<PER-SHARE-NII> 0.59
<PER-SHARE-GAIN-APPREC> (0.58)
<PER-SHARE-DIVIDEND> (0.59)
<PER-SHARE-DISTRIBUTIONS> (0.26)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.77
<EXPENSE-RATIO> 0.84
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEMI-ANNUAL REPORT DATED APRIL 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> BALANCED FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 50,734,064
<INVESTMENTS-AT-VALUE> 59,155,470
<RECEIVABLES> 910,989
<ASSETS-OTHER> 39,043
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 60,105,502
<PAYABLE-FOR-SECURITIES> 1,596,250
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 55,735
<TOTAL-LIABILITIES> 1,651,985
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 48,476,578
<SHARES-COMMON-STOCK> 2,553,491
<SHARES-COMMON-PRIOR> 2,186,454
<ACCUMULATED-NII-CURRENT> 92,364
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,463,169
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8,421,406
<NET-ASSETS> 58,453,517
<DIVIDEND-INCOME> 207,200
<INTEREST-INCOME> 700,849
<OTHER-INCOME> 0
<EXPENSES-NET> (298,950)
<NET-INVESTMENT-INCOME> 609,099
<REALIZED-GAINS-CURRENT> 1,463,193
<APPREC-INCREASE-CURRENT> 1,924,834
<NET-CHANGE-FROM-OPS> 3,997,126
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (611,529)
<DISTRIBUTIONS-OF-GAINS> (1,461,563)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 672,283
<NUMBER-OF-SHARES-REDEEMED> (397,130)
<SHARES-REINVESTED> 91,884
<NET-CHANGE-IN-ASSETS> 10,124,825
<ACCUMULATED-NII-PRIOR> 94,794
<ACCUMULATED-GAINS-PRIOR> 1,461,539
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 264,557
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 374,048
<AVERAGE-NET-ASSETS> 53,202,198
<PER-SHARE-NAV-BEGIN> 22.10
<PER-SHARE-NII> 0.25
<PER-SHARE-GAIN-APPREC> 1.45
<PER-SHARE-DIVIDEND> (0.25)
<PER-SHARE-DISTRIBUTIONS> (0.66)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.89
<EXPENSE-RATIO> 1.13
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEMI-ANNUAL REPORT DATED APRIL 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> GROWTH FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 122,249,294
<INVESTMENTS-AT-VALUE> 164,229,987
<RECEIVABLES> 973,958
<ASSETS-OTHER> 42,826
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 165,246,771
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,772,162
<TOTAL-LIABILITIES> 1,772,162
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 116,984,056
<SHARES-COMMON-STOCK> 6,214,279
<SHARES-COMMON-PRIOR> 5,742,595
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (7,200)
<ACCUMULATED-NET-GAINS> 4,517,060
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 41,980,693
<NET-ASSETS> 163,474,609
<DIVIDEND-INCOME> 1,090,355
<INTEREST-INCOME> 223,930
<OTHER-INCOME> 0
<EXPENSES-NET> (834,650)
<NET-INVESTMENT-INCOME> 479,635
<REALIZED-GAINS-CURRENT> 4,516,784
<APPREC-INCREASE-CURRENT> 11,881,176
<NET-CHANGE-FROM-OPS> 16,877,595
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (503,044)
<DISTRIBUTIONS-OF-GAINS> (6,627,050)
<DISTRIBUTIONS-OTHER> (7,200)
<NUMBER-OF-SHARES-SOLD> 1,766,056
<NUMBER-OF-SHARES-REDEEMED> (1,566,632)
<SHARES-REINVESTED> 272,260
<NET-CHANGE-IN-ASSETS> 21,739,473
<ACCUMULATED-NII-PRIOR> 23,409
<ACCUMULATED-GAINS-PRIOR> 6,627,326
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 581,934
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 834,650
<AVERAGE-NET-ASSETS> 156,035,164
<PER-SHARE-NAV-BEGIN> 24.68
<PER-SHARE-NII> 0.08
<PER-SHARE-GAIN-APPREC> 2.76
<PER-SHARE-DIVIDEND> (0.08)
<PER-SHARE-DISTRIBUTIONS> (1.13)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 26.31
<EXPENSE-RATIO> 1.08
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEMI-ANNUAL REPORT DATED APRIL 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 5
<NAME> AGGRESSIVE GROWTH FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 52,871,637
<INVESTMENTS-AT-VALUE> 64,509,648
<RECEIVABLES> 1,100,367
<ASSETS-OTHER> 36,658
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 65,646,673
<PAYABLE-FOR-SECURITIES> 970,775
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 74,898
<TOTAL-LIABILITIES> 1,045,673
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 51,143,084
<SHARES-COMMON-STOCK> 2,290,837
<SHARES-COMMON-PRIOR> 1,647,083
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (50,507)
<ACCUMULATED-NET-GAINS> 1,870,412
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,638,011
<NET-ASSETS> 64,601,000
<DIVIDEND-INCOME> 210,231
<INTEREST-INCOME> 48,258
<OTHER-INCOME> 0
<EXPENSES-NET> (308,996)
<NET-INVESTMENT-INCOME> (50,507)
<REALIZED-GAINS-CURRENT> 1,810,472
<APPREC-INCREASE-CURRENT> 5,646,386
<NET-CHANGE-FROM-OPS> 7,406,351
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (1,205,033)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 871,384
<NUMBER-OF-SHARES-REDEEMED> (269,132)
<SHARES-REINVESTED> 41,502
<NET-CHANGE-IN-ASSETS> 22,936,314
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1,264,973
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 193,430
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 308,996
<AVERAGE-NET-ASSETS> 51,864,633
<PER-SHARE-NAV-BEGIN> 25.30
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 3.59
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.68)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 28.20
<EXPENSE-RATIO> 1.20
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEMI-ANNUAL REPORT DATED APRIL 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> INTERNATIONAL EQUITY FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 37,126,657
<INVESTMENTS-AT-VALUE> 40,425,648
<RECEIVABLES> 1,372,085
<ASSETS-OTHER> 194,234
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 41,991,967
<PAYABLE-FOR-SECURITIES> 1,199,784
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 47,700
<TOTAL-LIABILITIES> 1,247,484
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 36,807,772
<SHARES-COMMON-STOCK> 1,958,072
<SHARES-COMMON-PRIOR> 1,127,182
<ACCUMULATED-NII-CURRENT> 116,257
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 522,030
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,298,424
<NET-ASSETS> 40,744,483
<DIVIDEND-INCOME> 338,261
<INTEREST-INCOME> 78,322
<OTHER-INCOME> 0
<EXPENSES-NET> (258,119)
<NET-INVESTMENT-INCOME> 158,464
<REALIZED-GAINS-CURRENT> 541,755
<APPREC-INCREASE-CURRENT> 2,909,203
<NET-CHANGE-FROM-OPS> 3,609,422
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (107,021)
<DISTRIBUTIONS-OF-GAINS> (85,792)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,026,679
<NUMBER-OF-SHARES-REDEEMED> (204,011)
<SHARES-REINVESTED> 8,222
<NET-CHANGE-IN-ASSETS> 19,730,711
<ACCUMULATED-NII-PRIOR> 64,814
<ACCUMULATED-GAINS-PRIOR> 66,067
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 225,103
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 390,766
<AVERAGE-NET-ASSETS> 30,178,683
<PER-SHARE-NAV-BEGIN> 18.64
<PER-SHARE-NII> 0.10
<PER-SHARE-GAIN-APPREC> 2.22
<PER-SHARE-DIVIDEND> (0.08)
<PER-SHARE-DISTRIBUTIONS> (0.07)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.81
<EXPENSE-RATIO> 1.72
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
EXHIBIT 99.9(c)
THE COMMERCE FUNDS
SHAREHOLDER ADMINISTRATIVE SERVICES PLAN
(Retail Shares)
Section 1. Upon the recommendation of Commerce Bank, N.A. (St. Louis) and
---------
Commerce Bank, N.A. (Kansas City) the Trust's investment advisors (together, the
"Advisor"), any officer of The Commerce Funds (the "Trust") is authorized to
execute and deliver, in the name and on behalf of the Trust, written agreements
in substantially the form attached hereto or in any other form duly approved by
the Board of Trustees ("Servicing Agreements") with securities dealers,
financial institutions and other industry professionals that are shareholders or
dealers of record or which have a servicing relationship ("Service
Organizations") with the beneficial owners of Series A-2, Series B-2, Series C-
2, Series D-2, Series E-2 and Series F-2 shares of beneficial interest in the
Trust's Short-Term Government, Bond, Balanced, Growth, Aggressive Growth and
International Equity Funds (such shares hereinafter called "Service Shares" and
such funds hereinafter called the "Funds"). Such Servicing Agreements shall
require the Servicing Organization to provide support services as set forth
therein to their clients who beneficially own Service Shares in one or more of
the Funds in consideration for a fee, computed daily and paid monthly in the
manner set forth in the Servicing Agreements, at the annual rate of up to 0.25%
of the average daily net asset value of Service Shares of the Funds beneficially
owned by such clients. All expenses incurred by the Trust in connection with
Servicing Agreements for a Service Share of a particular Fund shall be allocated
entirely to the Service Shares of that Fund. The fee allocated to the Service
Shares of each Fund shall be the several (and not joint or joint and several)
obligation of the Service Shares of each such Fund.
Section 2. Goldman Sachs Asset Management ("GSAM"), as administrator, shall
---------
monitor the arrangements pertaining to the Trust's Servicing Agreements with the
Service Organizations in accordance with the terms of their Administration
Agreement with the Trust with respect to the Service Shares. GSAM shall not,
however, be obliged by this Plan to recommend, and the Trust shall not be
obliged to execute, any Servicing Agreement with any qualifying Service
Organizations.
Section 3. So long as this Plan is in effect, the Service Organization shall
---------
provide to the Trust's Board of Trustees, and the Trustees shall review, at
least quarterly, a
<PAGE>
written report of the amounts expended pursuant to this Plan and the purposes
for which such expenditures were made.
Section 4. This Plan shall become effective with respect to the Service Shares
---------
of a particular Fund upon the approval of the Plan (and the form of Servicing
Agreement attached hereto) by a majority of the Board of Trustees, including a
majority of the Trustees who are not "interested persons" as defined in the
Investment Company Act of 1940, as amended (the "Act"), of the Trust and have no
direct or indirect financial interest in the operation of this Plan or in any
Servicing Agreements or other agreements related to this Plan (the
"Disinterested Trustees"), pursuant to a vote cast in person at a meeting called
for the purpose of voting on the approval of this Plan (and form of
Servicing Agreement); provided however, that such effectiveness shall not occur
prior to the effective date of the Post-Effective Amendment to the Trust's
Registration Statement on Form N-1A under the Securities Act of 1933, as
amended, relating to the Service Shares.
Section 5. Unless sooner terminated, this Plan shall continue in effect for
---------
so long as its continuance is approved at least annually in the manner set
forth in Section 4.
Section 6. This Plan may be amended at any time by the Board of Trustees,
---------
provided that any material amendments of the terms of this Plan shall become
effective only upon the approvals set forth in Section 4.
Section 7. This Plan is terminable at any time by vote of a majority of the
---------
Disinterested Trustees.
Section 8. While this Plan is in effect, the selection and nomination of
---------
those Trustees who are not "interested persons" (as defined in the Act) of the
Trust shall be committed to the discretion of the Disinterested Trustees.
Section 9. The Trust has adopted this Shareholder Administrative Services
---------
Plan with respect to Service Shares of the Funds as of September 19, 1996.
-2-
<PAGE>
THE COMMERCE FUNDS
SERVICING AGREEMENT
UNDER SHAREHOLDER ADMINISTRATIVE SERVICES PLAN
Ladies and Gentlemen:
The Commerce Funds (the "Trust") wishes to enter into this Servicing
Agreement with you concerning the provision of administrative support services
to your customers ("Clients") who may from time to time be the record or
beneficial owners of Service Shares of one or more of the Trust's investment
portfolios (the "Funds"), which are listed on Appendix A.
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide one or more of the following support
services to Clients who may from time to time beneficially own Service Shares:
(i) establishing and maintaining accounts and records relating to Clients that
invest in Service Shares; (ii) aggregating and processing purchase, redemption
and exchange requests for Service Shares from Clients and placing net purchase,
redemption and exchange orders with the Trust's distributor; (iii) providing
Clients with a service that invests the assets of their accounts in Service
Shares pursuant to specific or pre-authorized instructions; (iv) processing
dividend and distribution payments from the Trust on behalf of Clients; (v)
providing information periodically to Clients showing their positions in Service
Shares; (vi) arranging for bank wires; (vii) responding to routine inquiries
from Clients concerning their investments in Service Shares; (viii) responding
to Client inquiries relating to the services performed by you; (ix) providing
subaccounting with respect to Service Shares beneficially owned by Clients or
the information to the Trust necessary for subaccounting; (x) if required by
law, forwarding shareholder communications from the Trust (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to Clients; (xi) assisting Clients in changing
dividend options, account designations and addresses; and (xii) providing such
other similar services as the Trust may reasonably request to the extent you are
permitted to do so under applicable statutes, rules or regulations. You will
provide to Clients a schedule of any fees that you may charge to them relating
to the investment of their assets in Service Shares.
Section 2. You will provide such office space and equipment,
telephone facilities and personnel (which may be any part of the space,
equipment and facilities currently used in your business, or any personnel
employed by you) as may be
<PAGE>
reasonably necessary or beneficial in order to provide the aforementioned
services to Clients.
Section 3. Neither you nor any of your officers, employees or agents
are authorized to make any representations concerning the Trust, a Fund or
Service Shares except those contained in the Trust's then current prospectus(es)
for such Service Shares, copies of which will be supplied by the Trust to you,
or in such supplemental literature or advertising as may be authorized by the
Trust in writing.
Section 4. For all purposes of this Agreement you will be deemed to
be an independent contractor, and will have no authority to act as agent for the
Trust in any matter or in any respect. You will not engage in activities
pursuant to this Agreement which constitute acting as a broker or dealer under
state law unless you have obtained the licenses required by law. By your
written acceptance of this Agreement, you agree to and do release, indemnify and
hold the Trust harmless from and against any and all direct or indirect
liabilities or losses resulting from requests, directions, actions or inactions
of or by you or your officers, employees or agents regarding your
responsibilities hereunder or the purchase, redemption, transfer or registration
of Service Shares by or on behalf of Clients. You and your employees will, upon
request, be available during normal business hours to consult with the Trust or
its designees concerning the performance of your responsibilities under this
Agreement.
Section 5. In consideration of the services and facilities provided
by you hereunder, the Trust will pay to you, and you will accept as full payment
therefor, a fee at the annual rate of up to .25 of 1% of the average daily net
asset value of the Service Shares of each Fund owned of record or beneficially
by Clients from time to time for whom you are the dealer of record or holder of
record or with whom you have a servicing relationship (the "Clients' Service
Shares"), which fee will be computed daily and payable monthly. For purposes of
determining the fees payable under this Section 5, the average daily net asset
value of the Clients' Service Shares will be computed in the manner specified in
the Trust's registration statement (as the same is in effect from time to time)
in connection with the computation of the net asset value of Service Shares for
purposes of purchases and redemptions. By your written acceptance of this
Agreement, you agree to and do waive such portion of the fee payable under this
Section 5 as is necessary to assure that the amount of such fee together with
any other expenses of the Funds which are required to be accrued on any day with
respect to your Clients does not exceed the income to be accrued to your
Clients' Service Shares on that day. The fee rate stated above may be
prospectively increased or decreased by the Trust, in its sole discretion, at
any time upon notice to you. Further, the Trust
<PAGE>
may, in its discretion and without notice, suspend or withdraw the sale of
Service Shares, including the sale of such Service Shares to you for the account
of any Client or Clients.
Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Agreement will provide to the
Trust's Board of Trustees, and the Trustees will review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made. In addition, you will furnish the Trust or its
designees with such information as the Trust or they may reasonably request
(including, without limitation, periodic certifications confirming the provision
to Clients of the services described herein), and will otherwise cooperate with
the Trust and its designees (including, without limitation, any auditors
designated by the Trust), in connection with the preparation of reports to the
Trust's Board of Trustees concerning this Agreement and the monies paid or
payable by the Trust pursuant hereto, as well as any other reports or filings
that may be required by law.
Section 7. The Trust may enter into other similar Servicing
Agreements with any other person or persons without your consent.
Section 8. By your written acceptance of this Agreement, you
represent, warrant and agree that: (i) in no event will any of the services
provided by you hereunder be primarily intended to result in the sale of any
Service Shares issued by the Trust; (ii) the compensation payable to you
hereunder, together with any other compensation you receive from Clients for
services contemplated by this Agreement, will not be excessive or unreasonable
under the laws and instruments governing your relationships with Clients; and
(iii) in the event an issue pertaining to the Trust's Shareholder and
Administrative Services Plan for Service Shares is submitted for shareholder
approval, you will vote any shares held for your own account in the same
proportion as the vote of those shares held for your Client's accounts.
Section 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by the Trust or its designee.
Unless sooner terminated, this Agreement will continue until September 19, 1997,
and thereafter will continue automatically for successive annual periods ending
on September 19, provided such continuance is specifically approved at least
annually by the Trust in the manner described in Section 13 hereof. This
Agreement is terminable, without penalty, at any time by the Trust (which
termination may be by vote of a majority of the Trust's Disinterested Trustees
as defined in Section 13 hereof) or by you upon notice to the Trust.
<PAGE>
Section 10. All notices and other communications to either you or the
Trust will be duly given if mailed, telegraphed, telexed or transmitted by
similar telecommunications device to the appropriate address shown below.
Section 11. This Agreement will be construed in accordance with the
laws of the State of Delaware and is non-assignable by the parties hereto.
Section 12. This Agreement has been approved by vote of a majority of
(i) the Trust's Board of Trustees and (ii) those Trustees who are not
"interested persons" (as defined in the Investment Company Act of 1940, as
amended) of the Trust and have no direct or indirect financial interest in the
operation of the Shareholder Administrative Services Plan adopted by the Trust
regarding the provision of support services to the record or beneficial owners
of Service Shares or in any agreements related thereto ("Disinterested
Trustees"), cast in person at a meeting called for the purpose of voting on such
approval.
Section 13. The Trust Instrument establishing the Trust dated
February 7, 1994 a copy of which is on file in the office of the Secretary of
the State of Delaware, provides that the term "Trustees of The Commerce Funds"
refers to the individual Trustees in their capacity as Trustees under the Trust
Instrument and no Trustee, when acting in such capacity, shall be personally
liable to any person other than the Trust or a beneficial owner for any act,
omission or obligation of the Trust or any Trustee. All persons extending
credit to, contracting with or having any claim against the Trust or the
Trustees may satisfy or enforce any debt, liability, obligation or expense
incurred, contracted for or otherwise existing with respect to the Trust from
the assets of the Trust only; and neither the shareholders nor Trustees nor any
of their agents, whether past, present or future, shall be personally liable for
any claim against the Trust or its Trustees.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated
<PAGE>
below and promptly return it to the Trust, c/o Goldman, Sachs & Co., 12th Floor
- - Legal Department, 85 Broad Street, New York, New York 10004.
Very truly yours,
THE COMMERCE FUNDS
Date:____________________ By:______________________________
Authorized Officer
Accepted and Agreed to:
[Name and Address of Service
Organization]
__________________________________
Date:____________________ By:______________________________
Authorized Officer
This Agreement is effective ___________________, 1997.
<PAGE>
APPENDIX A
----------
Please check the appropriate boxes to indicate the Funds of The
Commerce Funds for which you wish to act as a Service Organization with respect
to Service Shares.
[ ] Short-Term Government Fund
[ ] Bond Fund
[ ] Balanced Fund
[ ] Growth Fund
[ ] Aggressive Growth Fund
[ ] International Equity Fund
<PAGE>
EXHIBIT 99.11(a)
CONSENT OF COUNSEL
------------------
We hereby consent to the use of our name and to the reference to our Firm
under the caption "Counsel" in the Statement of Additional Information that is
included in this Registration Statement on Form N-1A under the Securities Act of
1933 and the Investment Company Act of 1940, as amended, of The Commerce Funds.
This consent does not constitute a consent under Section 7 of the Securities Act
of 1933, and in consenting to the use of our name and the references to our Firm
under such caption we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under said Section 7 or the rules and regulations of the Securities and
Exchange Commission thereunder.
/s/ Drinker Biddle & Reath
---------------------------
DRINKER BIDDLE & REATH
Philadelphia, Pennsylvania
August 30, 1996
<PAGE>
EXHIBIT 99.11(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees
The Commerce Funds:
We consent to the use of our report incorporated herein by reference and
references to our firm under the headings "FINANCIAL HIGHLIGHTS" in Part A and
"INDEPENDENT AUDITORS" in Part B of the Registration Statement.
/s/ KPMG Peat Marwick LLP
--------------------------
KPMG Peat Marwick LLP
Kansas City, Missouri
August 30, 1996
<PAGE>
EXHIBIT 99.15
THE COMMERCE FUNDS
DISTRIBUTION PLAN
-----------------
(SERVICE SHARES)
This Distribution Plan (the "Plan") has been adopted by
the Board of Trustees of The Commerce Funds (the "Trust") in connection with the
Series A-2, Series B-2, Series C-2, Series D-2, Series E-2 and Series F-2 shares
of the Short-Term Government, Bond, Balanced, Growth, Aggressive Growth and
International Equity Funds (such shares hereinafter called "Service Shares" and
such funds hereinafter called the "Funds") in conformance with Rule 12b-1 under
the Investment Company Act of 1940, as amended (the "1940 Act").
Section 1. Distribution Payments. (a) The Trust may pay the
---------------------
Distributor (or any other person) a fee of up to 0.25% annually of the average
daily net assets of a Fund's Service Shares (a "Distribution Fee"). Such
Distribution Fee shall be calculated and accrued daily, paid monthly and shall
be in consideration for distribution services and the assumption of related
expenses in conjunction with the offering and sale of Service Shares of the
Trust's Funds. In determining the amounts payable on behalf of a Fund under the
Plan, the net asset value of such Service Shares shall be computed in the manner
specified in the Trust's then current Prospectus and Statement of Additional
Information describing such Service Shares.
(b) Payments to the Distributor under this Section 1 shall be used by
the Distributor to cover expenses and activities primarily intended to result in
the sale of Service Shares. Such expenses and activities may include but are not
limited to: (i) direct out-of-pocket promotional expenses incurred by the
Distributor in advertising and marketing Service Shares; (ii) expenses incurred
in connection with preparing, printing, mailing and distributing or publishing
advertisements and sales literature; (iii) expenses incurred in connection with
printing and mailing Prospectuses and Statements of Additional Information to
other than current shareholders; (iv) periodic payments or commissions to one or
more securities dealers, brokers, financial institutions or other industry
professionals, such as investment advisors, accountants, and estate planning
firms (each a "Distribution Organization") with respect to a Fund's Service
Shares beneficially owned by customers for whom the Distribution Organization is
the Distribution Organization of record or shareholder of record; or (v) such
other services as may be
<PAGE>
construed, by any court or governmental agency or commission, including the
Securities and Exchange Commission (the "Commission"), to constitute
distribution services under the 1940 Act or rules and regulations thereunder.
Section 2. Expenses Allocated, Compliance. (a) Amounts paid by a
------------------------------
Fund must be for distribution and/or shareholder administrative support services
rendered for or on behalf of the holders of the Fund's Service Shares. However,
joint distribution financing with respect to such Service Shares (which may
involve other investment funds or companies that are affiliated persons of the
Trust or affiliated persons of the Distributor) shall be permitted in accordance
with applicable regulations of the Commission as in effect from time to time.
(b) Amounts paid to a broker-dealer under Section 1 above shall be
subject to compliance by the broker-dealer with the terms of an agreement
between the broker-dealer and the Distributor, including a provision whereby the
broker-dealer shall warrant and represent that it is licensed as a dealer under
applicable law.
Section 3. Reports to Trust. So long as this Plan is in effect, the
----------------
Distributor shall provide the Trust's Board of
-2-
<PAGE>
Trustees, and the Trustees shall review, at least quarterly, a written report of
the amounts expended pursuant to the Plan and the purposes for which such
expenditures were made.
Section 4. Approval of Plan. This Plan will become effective with
----------------
respect to a particular Fund's Service Shares (a) on the date the public
offering of Service Shares commences after the approval by written consent of
the sole shareholder of outstanding Service Shares of that Fund and (b) upon the
approval of a majority of the Board of Trustees, including a majority of those
trustees who are not "interested persons" (as defined in the 1940 Act) of the
Trust and who have no direct or indirect financial interest in the operation of
the Plan or in any agreements entered into in connection with the Plan (the
"Disinterested Trustees"), pursuant to a vote cast in person at a meeting called
for the purpose of voting on the approval of the Plan.
Section 5. Continuance of Plan. Unless sooner terminated, the Plan
-------------------
shall continue until September 19, 1997, and thereafter, shall continue in
effect for so long as its continuance is specifically approved at least annually
by the Trust's Board of Trustees in the manner described in Section 4(b).
Section 6. Amendments. The Plan may be amended at any time by the
----------
Board of Trustees provided that (a) any amendment to increase materially the
costs which the Service Shares of a Fund may bear pursuant to the Plan shall be
effective only upon approval by a vote of a majority of the outstanding Service
Shares of such Fund, and (b) any material amendments of the terms of the Plan
shall become effective only upon approval as provided in Section 4(b) hereof.
Section 7. Termination. The Plan, as to any Fund, is terminable
-----------
without penalty at any time by (a) a vote of a majority of the Disinterested
Trustees, or (b) a vote of a majority of the outstanding Service Shares of such
Fund.
Section 8. Selection/Nomination of Trustees. While this Plan is in
--------------------------------
effect, the selection and nomination of those Disinterested Trustees shall be
committed to the discretion of such Disinterested Trustees.
Section 9. Miscellaneous. The captions in this Plan are included
-------------
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
Adopted: _________ __, 1996
-3-
<PAGE>
EXHIBIT 99.18
THE COMMERCE FUNDS
(THE "TRUST")
PLAN PURSUANT TO RULE 18F-3 FOR OPERATION OF
A MULTI-CLASS SYSTEM
----------------------------
I. INTRODUCTION
---------------
On February 23, 1995, the Securities and Exchange Commission (the
"Commission") promulgated Rule 18f-3 under the Investment Company Act of 1940,
as amended (the "1940 Act"), which permits the creation and operation of a
multi-class distribution structure without the need to obtain an exemptive order
under Section 18 of the 1940 Act. Rule 18f-3, which became effective on April 3,
1995, requires an investment company to file with the Commission a written plan
specifying all of the differences among the classes, including the various
services offered to shareholders, the different distribution arrangements for
each class, the methods for allocating expenses relating to those differences
and any conversion features or exchange privileges. On [September 19, 1996] the
Board of Trustees of the Trust authorized the Trust to implement a multi-class
distribution structure in compliance with Rule 18f-3. This Plan pursuant to Rule
18f-3 for operation of a multi-class system shall become effective immediately
after the close of business on the business day immediately preceeding the day
on which the Trust begins operation of its multi-class distribution structure
(the "Effective Date"), provided that such Plan has previously been filed with
the Commission.
II. ATTRIBUTES OF CLASSES
-------------------------
A. Generally
---------
The Trust shall offer two classes of shares - - Service Shares and
Institutional Shares - - in the Short-Term Government Fund, Bond Fund, Balanced
Fund, Growth Fund, Aggressive Growth Fund and International Equity Fund (each a
"Fund" and collectively, the "Funds").
In general, shares of each class shall be identical except for
different expense variables (which will result in different returns for each
class), certain related rights and certain shareholder services. More
particularly, the Service Shares and the Institutional Shares of each Fund shall
represent interests in the same portfolio of investments of the particular Fund,
and shall be identical in all respects, except for: (a) the impact of (i)
expenses assessed to Service Shares pursuant to the Distribution Plan and
Shareholder Administrative Services Plan adopted for that class and expenses
assessed to Institutional Shares pursuant to the Shareholder Adminstrative
Services Plan adopted for that class, and (ii) any other incremental expenses
identified from time to time that should be properly allocated to one class so
long as any subsequent changes in expense allocations are reviewed and
<PAGE>
approved by a vote of the Board of Trustees, including a majority of the
independent Trustees; (b) the fact that (i) the Service Shares shall vote
separately on any matter submitted to holders of Service Shares that pertains to
the Distribution Plan and the Shareholder Administrative Services Plan adopted
for that class; (ii) the Institutional Shares shall vote separately on any
matter submitted to holders of Institutional Shares that pertains to the
Shareholder Administrative Services Plan adopted for that class; and (iii) each
class shall vote separately on any matter submitted to shareholders that
pertains to the class expenses borne by that class; (c) the exchange privileges
of each class of shares; (d) the designation of each class of shares; and (e)
the different shareholder services relating to a class of shares.
B. Distribution Arrangements, Expenses and Sales Charges
-----------------------------------------------------
1. SERVICE SHARES
Service Shares shall be offered to the general public and shall be
subject to a front-end sales charge which shall not initially exceed 3.50% of
the offering price of Service Shares of the Funds.
Service Shares shall be further subject to (a) a distribution fee
payable pursuant to a Distribution Plan adopted for the class which shall not
initially exceed 0.25% (on an annual basis) of the average daily net asset value
of the Funds' respective outstanding Service Shares, and (b) a shareholder
servicing fee payable pursuant to a Shareholder Administrative Services Plan
adopted for the class which shall not initially exceed 0.25% of the average
daily net assets attributable to Service Shares of the respective Funds that are
owned of record or beneficially by customers of securities dealers, brokers,
financial institutions and other industry professionals ("Service
Organizations") that provide shareholder administrative support services with
respect to such customers' Service Shares.
Shareholder administrative support services provided under the
Shareholder Administrative Services Plan may include, but are not limited to,
(i) establishing and maintaining accounts and records relating to customers that
invest in Service Shares; (ii) aggregating and processing purchase, redemption
and exchange requests for Service Shares from customers and placing net
purchase, redemption and exchange orders with the Trust's distributor; (iii)
providing customers with a service that invests the assets of their accounts in
Service Shares pursuant to specific or pre-authorized instructions; (iv)
processing dividend and distribution payments from the Trust on behalf of
customers; (v) providing information periodically to customers showing their
positions in Service Shares; (vi) arranging for bank wires; (vii) responding to
routine inquiries from customers concerning their investments in Service Shares;
(viii) responding to customer
-2-
<PAGE>
inquiries relating to the services performed by you; (ix) providing
subaccounting with respect to Service Shares beneficially owned by customers or
the information to the Trust necessary for subaccounting; (x) if required by
law, forwarding shareholder communications from the Trust (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to customers; and (xi) assisting customers in
changing dividend options, account designations and addresses.
2. INSTITUTIONAL SHARES
Institutional Shares shall be offered to investors maintaining
qualified accounts in the trust departments of affiliated and correspondent
banks of Commerce Bancshares, Inc. ("Institutions") and to participants in
employer-sponsored defined contribution plans administered by institutions and
to shareholders who have existing accounts in Institutional Shares of the Funds
on the Effective Date.
Institutional Shares shall initially be subject to a front-end sales
charge which shall not initially exceed 3.50% of the offering price of
Institutional Shares of those Funds for shareholder who have existing accounts
in Institutional Shares of the Funds on the Effective Date.
Institutional Shares shall be further subject to a fee payable
pursuant to a Shareholder Administrative Services Plan which shall not initially
exceed 0.25% of the average daily net assets attributable to Institutional
Shares of the respective Funds that are owned of record or beneficially by
Service Organizations that provide shareholder administrative support services
with respect to such customers' Institutional Shares.
Shareholder administrative services provided under the Shareholder
Administrative Services Plan may include, but are not limited to, (i)
establishing and maintaining accounts and records relating to customers that
invest in Institutional Shares; (ii) aggregating and processing purchase,
redemption and exchange requests for Institutional Shares from customers and
placing net purchase, redemption and exchange orders with the Trust's
distributor; (iii) providing customers with a service that invests the assets of
their accounts in Institutional Shares pursuant to specific or pre-authorized
instructions; (iv) processing dividend and distribution payments from the Trust
on behalf of customers; (v) providing information periodically to customers
showing their positions in Institutional Shares; (vi) arranging for bank wires;
(vii) responding to routine inquiries from customers concerning their
investments in Institutional Shares; (viii) responding to customer inquiries
relating to the services performed by you; (ix) providing subaccounting with
respect to Institutional Shares beneficially owned by customers
-3-
<PAGE>
or the information to the Trust necessary for subaccounting; (x) if required by
law, forwarding shareholder communications from the Trust (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to customers; and (xi) assisting customers in
changing dividend options, account designations and addresses.
C. Exchange Privileges
-------------------
SERVICE SHARES
Holders of Service Shares generally shall be permitted to exchange
their Shares for Service Shares of another Fund of the Trust. Exchanges may also
be made to or from the Goldman, Sachs & Co. Financial Square Treasury, Prime and
Tax-Free Money Market Funds. No additional sales charge will be incurred when
exchanging Service Shares of a Fund for Service Shares of another Fund offered
by the Trust.
INSTITUTIONAL SHARES
Holders of Institutional Shares generally shall be permitted to
exchange their shares for Institutional Shares of another Fund or portfolio of
the Trust. Exchanges may also be made to or from the Goldman, Sachs & Co.
Financial Square Treasury, Prime and Tax-Free Money Market Funds. No additional
sales charge will be incurred when exchanging Institutional Shares of a Fund for
Institutional Shares of another Fund offered by the Trust.
D. Shareholder Services
--------------------
1. Retirement Plans
----------------
SERVICE SHARES
The Trust shall initially make (1) individual retirement accounts
("IRAs"), including IRAs set up under a Simplified Employee Pension Plan
("SEP-IRAs"); (2) Keogh plans; (3) corporate retirement plans; (4) public
employer deferred compensation plans; and (5) profit sharing plans (including
401(k) plans) and money-purchase plans available to the holders of Service
Shares.
-4-
<PAGE>
INSTITUTIONAL SHARES
The Trust shall initially offer the following plans which are
administered by a non-affiliate of Commerce Bancshares, Inc. and which have
existing accounts in the Institutional Shares: (1) IRAs, including IRAs set up
under a SEP-IRAs; (2) Keogh plans; (3) corporate retirement plans; (4) public
employer deferred compensation plans; and (5) profit sharing plans (including
401(k) plans) and money-purchase plans.
2. Telephone Transaction Privilege
-------------------------------
SERVICE AND INSTITUTIONAL SHARES
The Trust shall initially offer a telephone transaction privilege to
holders of Service and Institutional Shares of the Funds whereby a shareholder
may make additional investments in or redeem shares from an established account
by telephone.
3. Dividend Reinvestment
---------------------
SERVICE AND INSTITUTIONAL SHARES
The Trust shall initially offer a dividend reinvesment option whereby
a holder of Service or Institutional Shares may elect to have their dividends,
capital gain distributions, or both received from a non-retirement Fund account
automatically invested in additional Service or Institutional Shares, as the
case may be, of any other Fund of the Trust in which they currently maintain an
open non-retirement account.
4. Automatic Withdrawal Feature
----------------------------
SERVICE AND INSTITUTIONAL SHARES
The Trust shall initially offer an automatic withdrawal feature whereby, an
investor may automatically redeem Service and/or Institutional Shares on a
monthly, quarterly, semi-annual or annual basis.
-5-
<PAGE>
6. Automatic Investment Program
----------------------------
SERVICE AND INSTITUTIONAL SHARES
The Trust shall initially offer an automatic investment program
whereby an investor generally may purchase Service and/or Institutional Shares
of a Fund on a regular basis by having a specific amount of money debited from
his/her account at a financial institution.
E. Methodology for Allocating Expenses Between Classes
---------------------------------------------------
Expenses of the Funds are apportioned to each class of shares
depending upon the nature of the expense item.
1. General Expenses
----------------
General Expenses are expenses that are attributable to both classes of
shares and are allocated between the classes of shares based on the relative
values of their respective outstanding shares eligible for dividends at the end
of the day. General Expenses include advisory fees payable to the investment
adviser under the investment advisory agreement, administration fees paid
to the administrator under the administration agreement and other expenses such
as custody fees and professional fees.
2. Class-Specific Expenses
-----------------------
Class-Specific Expenses are expenses that are attributable to a
specific class of shares and are allocated to the class of shares to which they
relate. Such expenses include distribution expenses, transfer agency fees and
expenses, and shareholder servicing fees. Class-specific expenses that are based
on a percentage of average daily net assets are calculated by multiplying the
appropriate daily rate by the value of the outstanding shares of the respective
class. Other class-specific expenses, which may include transfer agent fees and
expenses, printing, postage, and other charges, are calculated based upon daily
accrual rates furnished by the administrator which are based upon estimates of
such expenses for the year.
-6-
