Exhibit (n)


                           NVEST CASH MANAGEMENT TRUST
                       NVEST TAX EXEMPT MONEY MARKET TRUST

     PLAN PURSUANT TO RULE 18F-3(D) UNDER THE INVESTMENT COMPANY ACT OF 1940
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                      As amended effective December 1, 2000

Each series ("Fund") of Nvest Cash Management Trust and Nvest Tax Exempt Money
Market Trust (the "Trusts") may from time to time issue one or more of the of
the following classes of shares: Class A shares, Class B shares, and Class C
shares. Each class is subject to such investment minimums and other conditions
of eligibility as are set forth in the Fund's prospectus as from time to time in
effect. The differences in expenses among these classes of shares, and the
conversion and exchange features of each class of shares, are set forth below in
this Plan, which is subject to change, to the extent permitted by law and by the
Declaration of Trust and By-Laws of each Trust by action of the Board of
Trustees of each Trust.

INITIAL SALES CHARGE/CONTINGENT DEFERRED SALES CHARGE ("CDSC")
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Classes A, B, and C shares are offered at their net asset value ("NAV"), without
an initial sales charge or CDSC.

SERVICE, ADMINISTRATION AND DISTRIBUTION FEES
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Classes A, B and C shares are identical except with respect to certain exchange
privileges described below and in the Fund's prospectus. Class A, B, and C
shares do not pay any distribution or service fees.


CONVERSION AND EXCHANGE FEATURES
--------------------------------

Class A shares of a Fund can be exchanged for Class A shares of any other Fund
with no sales charge. Class A, Class B, or Class C shares of a Fund acquired by
exchange from either another Fund or a series of Nvest Funds Trust I, Nvest
Funds Trust II, Nvest Funds Trust III, Nvest Kobrick Investment Trust, or Nvest
Companies Trust I (Nvest AEW Real Estate Fund series only) (the "Stock or Bond
Funds") will be subject to a CDSC if, and to the same extent as, the shares
exchanged were subject to a CDSC.

Class A shares on which no sales charge was previously paid may be exchanged for
Class A shares of any of the Stock or Bond Funds on the basis of relative net
asset value plus the sales charge applicable to initial purchases of Class A
shares of the Stock or Bond Fund into which the shareholder is exchanging.

Class A shares which have previously been subject to a sales charge may be
exchanged on the basis of relative net asset value, without the payment of a
sales charge, for Class A shares of any of the Stock or Bond Funds, except as
described in the remainder of this paragraph. The absence of sales charges on
exchanges described in the previous sentence is subject to two exceptions: (i)
Class A shares of a Fund acquired through exchange from Class A shares of Nvest
Intermediate Term Tax Free Fund of California may be exchanged for Class A
shares of another Stock or Bond Fund at net asset value only if the shareholder
held the California Fund shares for at least six months; otherwise, such
shareholder will pay the difference between any sales charge already paid on the
California Fund shares and the higher sales charge of the Stock or Bond Fund
into which such shareholder is exchanging; and (ii) if Class A shares of a Fund
acquired through exchange from Class A shares of Nvest Short Term Corporate
Income Fund (the "Short Term Corporate Fund")purchased before December 1, 1998
are exchanged for shares of another Stock or Bond Fund that has a higher sales
charge, the shareholder will pay the difference between any sales charge already
paid on the Short Term Corporate Fund

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shares and the higher sales charge of the Stock or Bond Fund into which such
shareholder is exchanging will be paid.

Class B shares of a Fund may be exchanged for Class B shares of any other Fund
with no sales charge. Class B shares of a Fund may be exchanged for Class B
shares of any of the Stock or Bond Funds on the basis of relative net asset
value, subject to the CDSC schedule of the Stock or Bond Fund acquired. For
purposes of computing the CDSC payable upon redemption of shares acquired by
such exchange, and the conversion of such shares to Class A shares, the holding
period of any Class B Stock or Bond Fund shares that were exchanged for Class B
shares of a Fund is included, but the holding period of the Class B shares of a
Fund is not included.

Class C shares in accounts of Cash Management Trust - Money Market Series
established prior to November 21, 2000 or that have previously been subject to a
sales charge may be exchanged for Class C shares of any Stock or Bond Fund
without a sales charge. Class C shares in accounts of Cash Management Trust -
Money Market Series established on or after December 1, 2000 may be exchanged
for Class C shares of any Stock or Bond Fund subject to the Stock or Bond Fund's
sales charge and CDSC schedule.


















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