<PAGE>
Exhibit 23(L)(6)
FORM OF
PURCHASE AGREEMENT
The Commerce Funds (the "Trust"), a Delaware business trust, and
Goldman, Sachs & Co. ("Goldman"), a New York General Partnership, hereby agree
with each other as follows:
1. The Trust hereby offers Goldman and Goldman hereby purchases 1
share of each of Series G-2 sharers and Series H-2 shares representing interests
in Service Shares of each of the Commerce National Tax-Free Intermediate Bond
Fund and the Commerce Missouri Tax-Free Intermediate Bond Fund, respectively at
a purchase price of US $10.00 per Share. Goldman hereby acknowledges purchase of
the Shares and the Trust hereby acknowledges receipt from Goldman of Funds in
the amount of US $20.00 in full payment of the Shares.
2. All Shares offered and purchased in this Agreement are hereby
being made in a private offering.
3. Goldman represents and warrants to the Trust that all Shares
purchased in this Agreement are being acquired for investment purposes and not
with a view to the distribution thereof.
IN AGREEMENT WHEREOF, and intending to be legally bound hereby, the
parties hereto have executed the Agreement as of ________, 200_.
Attest: THE COMMERCE FUNDS
By:
--------------------- --------------------------
Title:
-----------------------
Attest: GOLDMAN, SACHS & CO.
By:
--------------------- --------------------------
Title:
-----------------------
