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Exhibit 23(l)(5)
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 J-1 and J-2 shares and Series K-1 and K-2 shares representing
interests in Institutional Shares and Service Shares of each of the Commerce
Kansas Tax-Free Intermediate Bond Fund and the Commerce Core Equity Fund,
respectively, (such beneficial interests in The Commerce Funds, a Delaware
business trust, being hereinafter known collectively as "Shares") 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 $40.00 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 December 15, 2000.
THE COMMERCE FUNDS
By: /s/ William R. Schuetter
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Title: Vice President
GOLDMAN, SACHS & CO.
By: /s/ John Perlowski
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Vice President
Title:_________________________
