Exhibit (a)(5)

                           NVEST CASH MANAGEMENT TRUST

                 Amendment No. 4 to Fourth Amended and Restated
                       Agreement and Declaration of Trust


     The undersigned, being at least a majority of the Trustees of Nvest Cash
Management Trust (the "Trust"), having determined it to be consistent with the
fair and equitable treatment of all shareholders of the Trust, hereby amend the
Trust's Fourth Amended and Restated Agreement and Declaration of Trust, as
amended by Amendments No. 1, 2 and 3 thereto (the "Declaration of Trust"), a
copy of which is on file in the office of the Secretary of the Commonwealth of
Massachusetts, as follows:

     1.   The name of the Trust is hereby amended to be "CDC Nvest Cash
          Management Trust."

     2.   The first sentence of Section 6 of Article III of the Declaration of
          Trust is hereby amended to read in its entirety as follows:

     Without limiting the authority of the Trustees set forth in Section 5,
     INTER ALIA, to establish and designate any further Series or classes or to
     modify the rights and preferences of an Series or class, each of the
     following Series shall be, and is hereby, established and designated as a
     Multi-Class Series: the Money Market Series.

     The foregoing amendment shall become effective as of the time it is filed
with the Secretary of State of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, we have hereunto set our hand for ourselves and for our
successors and assigns as of the 23rd day of March, 2001.

/S/ GRAHAM T. ALLISON, JR.                        /S/ JOHN T. HAILER
--------------------------                        -------------------
Graham T. Allison, Jr.                            John T. Hailer

/S/ DANIEL M. CAIN                                /S/ SANDRA O. MOOSE
------------------                                -------------------
Daniel M. Cain                                    Sandra O. Moose

/S/ KENNETH J. COWAN                              /S/ JOHN A. SHANE
--------------------                              -----------------
Kenneth J. Cowan                                  John A. Shane

/S/ RICHARD DARMAN                                /S/ PETER S. VOSS
------------------                                -----------------
Richard Darman                                    Peter S. Voss


                                                  /S/ PENDLETON P. WHITE
                                                  ----------------------
                                                  Pendleton P. White