COMMERCE FUNDS
497, 1999-09-29
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                               The Commerce Funds
                              Institutional Shares
                                 Service Shares

                          - - - - - - - - - - - - - -
                     Supplement dated September 29, 1999 to
                    Statement of Additional Information dated
                                  March 1, 1999


Under "ADDITIONAL PURCHASE AND REDEMPTION  INFORMATION," the following should be
added:
         Institutional Shares are offered primarily to:

         investors  maintaining  qualified accounts at bank trust departments or
         trust  companies,  for funds  held  within  those  accounts,  including
         institutions   affiliated  with  Commerce  Bancshares,   Inc.  and  its
         subsidiaries  (for example,  Commerce Bank Investment  Management Group
         clients);

         participants in employer-sponsored defined contribution plans when such
         plans offer the Commerce Funds as one of their investment options;

         any investor who has been a continuous shareholder in The Commerce
         Funds since January 1, 1997 or before;

         employees,  directors,  advisory  directors,  officers and retirees (as
         well as their  spouses and legal  dependents)  of Commerce  Bancshares,
         Inc.,  Goldman,  Sachs & Co.,  State Street Bank and Trust  Company and
         National  Financial  Data  Services,  Inc.  or  their  subsidiaries  or
         affiliates; and

         financial planners and their clients.

         Service Shares are offered primarily to:

         individuals,  corporations or other entities,  purchasing for their own
         accounts or for the accounts of others, and to qualified banks, savings
         and loan associations, and broker/dealers on behalf of their customers;
         and

         financial planners and their clients.



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