Exhibit 23(h)(8)
WAIVER AND REIMBURSEMENT AGREEMENT
Agreement ("Agreement") dated as of the 29th day of December, 2000 by
and among The Commerce Funds ("Commerce"), a Delaware business trust and a
registered investment company under the Investment Company Act of 1940, as
amended and Xxxxxxx, Xxxxx & Co. (the "Administrator"), a New York limited
partnership, through which Xxxxxxx Sachs Asset Management, a unit of the
Investment Management Division of Xxxxxxx, Xxxxx & Co. serves as Administrator
to each portfolio of Commerce pursuant to the Administration Agreement between
the Administrator and Commerce dated as of March 8, 1994, as amended.
BACKGROUND
The parties to this Agreement wish to provide for an undertaking by
the Administrator to limit fees of each of the portfolios of Commerce set forth
on Exhibit A hereto in order to improve the performance of each such portfolio.
AGREEMENT
THEREFORE, in consideration of the foregoing, the parties intending to
be legally bound hereby, agree as follows:
1. During the term of this Agreement, the Administrator shall waive
its administration fees in the amounts set forth on Exhibit A hereto.
2. The Administrator acknowledges and agrees that it shall not be
entitled to collect on or make a claim for waived fees that are the subject of
this Agreement at any time in the future.
3. The initial term of this Agreement shall expire on October 31,
2001. Thereafter, this Agreement shall automatically be renewed from year to
year unless and until either Commerce or the Administrator shall give notice of
its election to terminate this Agreement at least 30 days prior to the
then-current term.
4. This Agreement shall be governed by and construed under the laws of
the State of Delaware, without regard to its conflict of law provisions. This
Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE COMMERCE FUNDS XXXXXXX, SACHS & CO., on behalf of
its division, Xxxxxxx Xxxxx Asset
Management
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. XxXxxxxx
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Xxxxx X. Xxxxxxxx Xxxxx X. XxXxxxxx
Vice President Managing Director
Exhibit A
The Commerce Funds
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Name of Portfolio Administration Fees Waived
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Core Equity Fund 0.02%
Kansas Tax-Free Intermediate Bond Fund 0.02%
MidCap Growth Fund 0.02%
Growth Fund 0.02%
Value Fund 0.02%
International Equity Fund 0.02%
Balanced Fund 0.02%
Short-Term Government Fund 0.02%
Bond Fund 0.02%
National Tax-Free Intermediate Bond Fund 0.02%
Missouri Tax-Free Intermediate Bond Fund 0.02%