<PAGE>
Exhibit 23(h)(5)
THE COMMERCE FUNDS
P.O. Box 16931
St. Louis, MO 63105
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Ladies and Gentlemen:
Pursuant to Article 10 of the Transfer Agency and Service Agreement by
and between The Commerce Funds (the "Trust") and State Street Bank and Trust
Company dated December 1, 1994 (the "Agreement"), the Trust hereby requests that
you provide services, as set forth in Article 1 of the Agreement, as transfer
agent to each class of the Trust's newly established Core Equity Fund and Kansas
Tax-Free Intermediate Bond Fund, (the "Fund") as of December ____, 2000.
The parties hereby agree that all terms and conditions of the
Agreement shall apply to the Fund.
Sincerely,
THE COMMERCE FUNDS
By: /s/ William R. Schuetter
--------------------------
William R. Schuetter
Vice President
Accepted and Agreed:
STATE STREET BANK AND TRUST COMPANY
By: /s/
----------------------------
Name:
Title: