<PAGE>
Exhibit 23(h)(6)
THE COMMERCE FUNDS
AMENDED AND RESTATED
SHAREHOLDER ADMINISTRATIVE SERVICES PLAN
(Institutional Shares)
Section 1. Upon the recommendation of Commerce Bank, N.A. the
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Trust's investment advisors (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-1,
Series B-1, Series C-1, Series D-1, Series E-1, Series F-1, Series G-1, Series
H-1, Series I-1, Series J-1 and Series K-1 shares, of beneficial interest
("Institutional Shares") in any of the Trust's portfolios (the "Funds"). Such
Servicing Agreements shall require the Servicing Organization to provide support
services as set forth therein to their clients who beneficially own
Institutional 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 Institutional Shares of the Funds beneficially owned by such clients.
Expenses shall be allocated under this Plan in the discretion of the Board of
Trustees and pursuant to the provisions of Rule 18f-3 under the Investment
Company Act of 1940, as amended.
Section 2. Goldman Sachs Asset Management ("GSAM"), as
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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
Institutional 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
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Organization shall provide to the Trust's Board of Trustees, and the Trustees
shall review, at least quarterly, a 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
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Institutional 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 (the "Act") of the Trust and
have no direct or indirect financial interest in the operation of this Plan or
in any
<PAGE>
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 Trust's Registration Statement under the Securities
Act of 1933.
Section 5. Unless sooner terminated, this Plan shall continue in
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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
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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
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of the Disinterested Trustees.
Section 8. While this Plan is in effect, the selection and
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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
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Services Plan with respect to Institutional Shares of each Fund as of September
28, 1994, as amended on November 3, 1995, September 19, 1996, December 12, 1996,
April 29, 1998 and October 25, 2000.
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<PAGE>
The Commerce Funds
SERVICING AGREEMENT
Under Amended and Restated
Shareholder Administrative Services Plan
(Institutional Shares)
Ladies and Gentlemen:
The Commerce Funds (the "Trust") wishes to enter into this Servicing
Agreement with you concerning the provision of recordkeeping and administrative
services to or on behalf of participants in pension and profit sharing plans
described in Section 401(a) of the Internal Revenue Code including 401(k) plans
("Plans"), who beneficially own Institutional Shares of beneficial interest
("Institutional Shares") in one or more of the Trust's portfolios (the "Funds")
which are listed on Appendix A.
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree, in coordination with the Trust and each Plan's
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sponsor, investment adviser or administrative committee ("Plan Representative"),
to establish and maintain Plan participant accounts and provide related
administrative services with respect to such accounts.
You may engage at your own expense one or more third parties to act as
your agent or agents for the purpose of providing the Plan participant
recordkeeping and administrative services described herein; provided, however,
that the appointment of any such agent shall not relieve you of your
responsibilities or obligations under this Agreement.
Section 2. (a) For balance forward recordkeeping, you and any duly
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appointed agent will provide one or more of the following support services to
Plans who may from time to time own Institutional Shares of the Funds: (i)
establishing and maintaining Plan participant accounts and records relating to
participants that invest in Institutional Shares of the Funds; (ii) recording
participant account balances and changes thereto, including debits and credits
to such accounts in the form of cash, dividends and Institutional Shares of the
Funds; (iii) aggregating and processing purchase, redemption and exchange
requests for Institutional Shares of the Funds from Plan participants and
placing net purchase, redemption and exchange orders with the Trust's
distributor; (iv) providing Plan participants with a service that invests the
assets of their accounts in Institutional Shares of the Funds pursuant to
specific or pre-authorized instructions; (v) providing information periodically
to Plan participants concerning their positions in Institutional Shares of the
Funds; (vi) arranging for bank wires; (vii) responding to routine inquiries from
Plan participants concerning their investments in Institutional Shares of the
Funds; (viii) 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 Plan participants;
(ix) providing such other similar services as the Trust may reasonably
<PAGE>
request to the extent you are permitted to do so under applicable statutes,
rules or regulations; and (x) furnishing necessary personnel and facilities in
order to provide the foregoing services.
(b) For daily recordkeeping, the Trust or its designee will furnish
to you, with respect to each Fund, (i) confirmed net asset value information as
of the close of regular trading (currently 4:00 P.M. Eastern Time) ("Close of
Trading") on each business day that the New York Stock Exchange is open for
business ("Business Day"), (ii) dividend and capital gains information as it
becomes available, and (iii) in the case of any income Fund, the daily accrual
for interest rate factor (mil rate). The Trust shall use its best efforts to
provide such information for each Fund to you by means of electronic
transmission or other mutually acceptable means by 7:00 P.M. (but no later than
9:00 P.M.) Eastern Time on each Business Day.
You or your duly appointed agent shall, on behalf of the Trust,
receive from the Plan Representatives or from participants for acceptance prior
to the Close of Trading on each Business Day: (1) orders for the purchase of
Institutional Shares of the Funds, and (2) redemption requests and redemption
and exchange directions with respect to Institutional Shares of the Funds held
by the Plans ("Instructions"). You or your agent shall, upon your acceptance of
any such Instructions, communicate your acceptance to the Plans.
You shall communicate to the Trust on each Business Day that you or
such agent are open for business, by means of electronic transmission or other
mutually acceptable means, by 9:00 A.M. Eastern Time a report of the trading
activity for the most recent Business Day for each Plan in any of the Funds. The
number of Institutional Shares to be purchased or redeemed will be determined
based upon the net asset value at the Close of Trading on the most recent
Business Day. You agree to give the Trust reasonable notice of any Business Day
on which you or, if appropriate, your duly appointed agent will not be open for
business.
In the event that the Trust receives the trading information called
for by the preceding paragraph of this Section 2 after 9:00 A.M. Eastern Time on
a Business Day, the Trust will use its best efforts to enter a Plan's orders at
the net asset value at the Close of Trading on the most recent Business Day, but
if the Trust is unable to do so, the transaction will be entered at the net
asset value determined after the Trust receives the trading information.
The Trust will send via electronic transmission or other mutually
acceptable means to you or your duly appointed agent a verification of each
Business Day's net purchase or net redemption, as the case may be, for each
affected Fund by the Close of Business on the next Business Day.
In the event there is a net purchase or a net redemption for a Plan in
any Fund on any Business Day that you or, if appropriate, your duly appointed
agent, are open for business, you or such agent will provide such information to
the Plan Representative for purposes of effecting wire payments to or receiving
wire payments from the Trust, as the case may be.
(c) You and any duly appointed agent will perform the recordkeeping
and administrative services described herein in accordance with any applicable
conditions set forth in each Fund's prospectus and will bear all expenses of
maintaining the facilities and personnel
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<PAGE>
necessary to perform such services; provided, however, that the Trust will be
responsible for maintaining all applicable state and federal securities
registrations and for providing to you or your agent proxy statements,
shareholder reports, prospectuses and all other such materials as the Trust or
applicable law may require to be distributed to Plan participants.
Section 3. Subject to your compliance with the provisions of Section
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2 hereof, you will be considered a limited agent for the Trust for the purposes
of receiving orders for purchases and redemptions of Institutional Shares. The
Business Day on which Instructions are received in proper form by you or your
duly appointed agent from participants or Plan Representatives by the Close of
Trading will be the date as of which Institutional Shares will be purchased and
redeemed as a result of such Instructions. Instructions received in proper form
by you or your agent from participants or Plan Representatives after the Close
of Trading on any given Business Day shall be treated as if received on the next
following Business Day. Dividends and capital gains distributions will be issued
in additional Institutional Shares of the applicable Fund at net asset value in
accordance with each Fund's then current prospectus.
Section 4. Neither you nor any of your officers, employees or agents
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are authorized to make any representations concerning the Trust or the
Institutional Shares except those contained in the Trust's then current
prospectuses and statements of additional information for such Institutional
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. You agree to conduct your activities in accordance with any applicable
federal or state laws, including securities laws and any obligation thereunder
to disclose to Plan participants the receipt of fees in connection with their
beneficial ownership of Institutional Shares of the Funds.
Section 5. In consideration of the services and facilities described
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herein, you shall be entitled to receive such fees as are set forth in Appendix
B attached hereto. You understand that the payment of fees has been authorized
pursuant to a Shareholder Administrative Services Plan ("Services Plan"). Such
fees will be paid by the Trust only so long as the Services Plan and this
Agreement are in effect. You acknowledge that the Trust may enter into similar
agreements with others without your consent.
Section 6. You understand that the Trust's administrator will
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provide the Trust, and the trustees of the Trust will review, at least
quarterly, a written report of the amounts expended pursuant to this Agreement
and the purposes for which such expenditures were made. You will furnish the
Trust or its designees with such information as the Trust or its administrator
may reasonably request (including, without limitation, periodic certifications
confirming the provision to participants 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 pursuant hereto, as well as any other
reports or filings that may be required by law.
Section 7. By your written acceptance of this Agreement, you
represent, warrant and agree that the compensation payable to you hereunder,
together with any other compensation you receive from participants for services
contemplated by this Agreement, will be disclosed by
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<PAGE>
you to participants, will be authorized by participants and will not be
excessive or unreasonable under the laws and instruments governing your
relationship with participants.
Section 8. The Trust reserves the right, at its discretion and
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without notice, to suspend the sale of Institutional Shares or withdraw the sale
of Institutional Shares of any Fund.
Section 9. You agree to indemnify and hold the Trust and its
---------
adviser, custodian and transfer agent harmless from any losses, claims, damages,
liabilities or expenses to which an indemnitee may become subject insofar as
those losses, claims, damages, liabilities or expenses or actions in respect
thereof, arise out of or are based upon (i) negligence or willful misconduct in
the provision of recordkeeping and administrative services by you, your
employees or agents, (ii) any breach by you of any material provision of this
Agreement or (iii) any breach by you of any representation, warranty or covenant
made in this Agreement.
The Trust agrees to indemnify and hold you harmless from any losses,
claims, damages, liabilities or expenses to which you may become subject insofar
as those losses, claims, damages, liabilities or expenses or actions in respect
thereof, arise out of or are based upon (i) any breach by the Trust of any
material provision of this Agreement or (ii) any breach by the Trust of any
representation, warranty or covenant made in this Agreement.
This Section shall survive the termination of this Agreement. Nothing
in this Section shall require either party to indemnify the other for
consequential damages.
Section 10. This Agreement shall continue until December 1, 2001 and
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thereafter shall continue automatically for successive annual periods, provided
such continuance is approved in connection with the approval of the Services
Plan at least annually by a vote 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 (the "Act")) of the Trust, and who have no direct or
indirect financial interest in the operation of the Services Plan and this
Agreement ("Disinterested Trustees"), by vote cast in person at a meeting called
for the purpose of voting on such approval. This Agreement is terminable with
respect to Institutional Shares of a Fund without penalty, at any time by the
Trust, by vote of (i) a majority of Disinterested Trustees, or (ii) a majority
of the outstanding Institutional Shares of such Fund (as defined in the Act), or
you, on not more than 60 days' written notice. Notwithstanding anything
contained herein, in the event that the Services Plan shall be terminated by the
Trust's Board of Trustees, or the Services Plan or any part thereof is found
invalid or is ordered terminated by any regulatory or judicial authority, or you
or your agents shall fail to perform the recordkeeping and administrative
services contemplated by this Agreement, such determination to be made in good
faith by the Trust, this Agreement shall be terminable effective upon receipt of
notice thereof by you.
Section 11. All notices, consents and other communications provided
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for in this Agreement to be given by one party to the other party will be deemed
validly given if in writing and delivered personally or sent by express delivery
or certified mail, return receipt requested, or confirmed facsimile transmission
to the address or telephone numbers provided herein.
Section 12. Each of us hereby represents and warrants to the other
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that the execution, delivery and performance of our respective obligations under
this Agreement have
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<PAGE>
been duly and irrevocably authorized, and that this Agreement is valid, binding
and enforceable in accordance with its terms.
Section 13. This Agreement shall be subject to all applicable
----------
provisions of law, including, without being limited to, the applicable
provisions of the Act, the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended; and to the extent that any
provisions herein conflict with any such applicable provisions of law, the
latter shall control.
Section 14. This Agreement will be construed in accordance with the
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laws of the State of Delaware and is non-assignable by the parties hereto.
Section 15. The Trust Instrument establishing the Trust, dated
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February 7, 1994 a copy of which is on file in the office of the Secretary of
State 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.
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<PAGE>
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this Agreement where indicated below and promptly return
it to W. Bruce McConnel, III, Secretary of The Commerce Funds, One Logan Square,
Philadelphia, PA 19103
Very truly yours,
THE COMMERCE FUNDS
Date: By:_____________________________
Authorized Officer
Address:________________________
________________________________
Telephone:______________________
Facsimile:______________________
Accepted and Agreed to:
[Name of Service Organization]
Date: By:_____________________________
Authorized Officer
Address:________________________
________________________________
Telephone:______________________
Facsimile:______________________
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<PAGE>
APPENDIX A
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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 Institutional Shares.
[_] Short-Term Government Fund
[_] Bond Fund
[_] Balanced Fund
[_] Growth Fund
[_] MidCap Growth Fund
[_] Core Equity Fund
[_] Kansas Tax-Free Intermediate Bond Fund
[_] International Equity Fund
[_] National Tax-Free Intermediate Bond Fund
[_] Missouri Tax-Free Intermediate Bond Fund
[_] Value Fund
<PAGE>
APPENDIX B
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Fees Payable
Fees shall be payable to you, on a monthly basis, at the rate of 0.25%
of each Fund's average daily net assets attributable to the Institutional Shares
beneficially owned by participants of Plans for whom services under this
Agreement are being provided by you or your agent.
<PAGE>
The Commerce Funds
SERVICING AGREEMENT
Under Amended and Restated
Shareholder Administrative Services Plan
(Institutional Shares)
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 clients ("Clients") who may from time to time beneficially own
Institutional Shares of beneficial interest in one or more of the portfolios
(the "Funds") which are offered by the Trust which are listed on Appendix A
("Institutional Shares").
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 Institutional
Shares: (i) establishing and maintaining accounts and records relating to
Clients that invest in Institutional Shares; (ii) aggregating and processing
purchase, redemption and exchange requests for Institutional 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 Institutional 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 Institutional Shares; (vi) arranging for bank wires; (vii)
responding to routine inquiries from Clients concerning their investments in
Institutional Shares; (viii) responding to Client inquiries relating to the
services performed by you; (ix) providing subaccounting with respect to
Institutional 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; and (xi) assisting Clients in changing dividend options,
account designations and addresses; (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 Institutional Shares.
Section 2. You will provide such office space and equipment,
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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 reasonably necessary or beneficial in order to
provide the aforementioned services to Clients.
<PAGE>
Section 3. Neither you nor any of your officers, employees or agents
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are authorized to make any representations concerning the Trust or Institutional
Shares except those contained in the Trust's then current prospectuses for such
Institutional 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
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be an independent contractor, and will have no authority to act as agent for the
Trust in any matter or in any respect. 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 Institutional 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
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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 Institutional Shares held of record by you from time to time
on behalf of Clients (the "Clients' Institutional 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'
Institutional 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 Institutional 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' Institutional 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 may, in its discretion and
without notice, suspend or withdraw the sale of Institutional Shares, including
the sale of such Institutional Shares to you for the account of any Client or
Clients.
Section 6. Any person authorized to direct the disposition of monies
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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.
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<PAGE>
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
Institutional 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 Administrative
Services Plan for Institutional 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
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executed copy of this Agreement is received by the Trust or its designee. Unless
sooner terminated, this Agreement will continue until December 1, 2001, and
thereafter will continue automatically for successive annual periods ending on
December 1, provided such continuance is specifically approved at least annually
by the Trust in the manner described in Section 12 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 12 hereof) or by you upon notice to the other party hereto.
Section 10. All notices and other communications to either you or the
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Trust will be duly given if mailed, telegraphed, telexed or transmitted by
similar telecommunications device to the appropriate address shown above.
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
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(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) 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 beneficial owners of Institutional 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
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<PAGE>
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 below and promptly return it
to W. Bruce McConnel, III, Secretary of The Commerce Funds, One Logan Square,
Philadelphia, PA 19103.
Very truly yours,
THE COMMERCE FUNDS
Date: By:___________________________
Authorized Officer
Accepted and Agreed to:
COMMERCE BROKERAGE, INC.
Date: By:___________________________
Authorized Officer
This Agreement is effective as of _______________
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<PAGE>
APPENDIX A
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Please check the appropriate boxes to indicate the Series of The
Commerce Funds for which you wish to act as a Service Organization with respect
to Institutional Shares.
[_] Short-Term Government Fund
[_] Bond Fund
[_] Balanced Fund
[_] Growth Fund
[_] MidCap Growth Fund
[_] Core Equity Fund
[_] Kansas Tax-Free Intermediate Bond Fund
[_] International Equity Fund
[_] National Tax-Free Intermediate Bond Fund
[_] Missouri Tax-Free Intermediate Bond Fund
[_] Value Fund
