Exhibit (a)(4)
NEW ENGLAND CASH MANAGEMENT TRUST
Amendment No. 3 to Fourth Amended and Restated
Agreement and Declaration of Trust
The undersigned, being at least a majority of the Trustees of New England
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 State of the
Commonwealth of Massachusetts, as follows:
1. The name of the Trust is hereby amended to be "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 12th day of November, 1999.
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