UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-2819 CDC Nvest Cash Management Trust (Exact name of registrant as specified in charter) 399 Boylston Street, Boston, Massachusetts 02116 (Address of principal executive offices) (Zip code) John E. Pelletier, Esq. CDC IXIS Asset Management Distributors, L.P. 399 Boylston Street Boston, Massachusetts 02116 (Name and address of agent for service) Registrant's telephone number, including area code: (617) 449-2801 Date of fiscal year end: June 30, 2004 Date of reporting period: June 30, 2004 Item 1. Reports to Stockholders. The Registrant's annual reports transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows: [LOGO] CDC Nvest Funds(SM) CDC IXIS Asset Management Distributors Annual Report June 30, 2004 CDC Nvest Cash Management Trust - Money Market Series Reich & Tang Asset Management TABLE OF CONTENTS Management Discussion and Performance ............ Page 1 Schedule of Investments ... Page 3 Financial Statements ...... Page 4 - -------------------------------------------------------------------------------- Cash Management Trust -- Money Market Series - -------------------------------------------------------------------------------- Portfolio Profile - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Objective: Seeks maximum current income consistent with preservation of capital and liquidity. - -------------------------------------------------------------------------------- Strategy: Invests primarily in high-quality, short-term, U.S. dollar-denominated money market investments issued by U.S. and foreign issuers. - -------------------------------------------------------------------------------- Manager: Molly J. Flewharty, Reich & Tang Asset Management - -------------------------------------------------------------------------------- Annualized Seven-Day Yield -- June 30, 2004 - -------------------------------------------------------------------------------- Class A, B & C 0.26% Yields will fluctuate with changes in market conditions. The seven-day money market yield reflects the Fund's current earnings more closely than total return. Average Annual Total Returns -- June 30, 2004 - -------------------------------------------------------------------------------- Class A (Inception 7/10/78) 1 Year 5 Years 10 Years Net Asset Value/1/ 0.22% 2.62% 3.70% - -------------------------------------------------------------------------------- Class B (Inception 9/13/93) 1 Year 5 Years 10 Years Net Asset Value/1/ 0.22% 2.62% 3.71% - -------------------------------------------------------------------------------- Class C (Inception 3/1/98) 1 Year 5 Years Since Inception Net Asset Value/1/ 0.22% 2.62% 3.05% - -------------------------------------------------------------------------------- /1/ These returns include reinvestment of distributions, represent past performance and do not predict future results. The fund is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although it seeks to maintain a constant share price of $1.00, it is possible to lose money by investing in the fund. Proxy Voting Information A description of the fund's proxy voting policies and procedures is available (i) without charge, upon request, by calling CDC Nvest Funds at 800-225-5478; (ii) on the fund's website at www.cdcnvestfunds.com, and (iii) on the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the fund voted proxies during the 12-month period ended June 30, 2004 is available on the fund's website and the SEC's website. 1 - -------------------------------------------------------------------------------- Cash Management Trust -- Money Market Series - -------------------------------------------------------------------------------- Management Discussion - -------------------------------------------------------------------------------- Historically low interest rates characterized the money markets during fiscal 2004. However, at the close of the period, welcome relief for money market investors came in the form of a 0.25% hike in short-term interest rates - the first increase in more than four years. For the 12 months ended June 30, 2004, CDC Nvest Cash Management Trust -- Money Market Series maintained a constant value of $1.00 per share and delivered a total return of 0.22% based on the net asset value of Class A shares and $0.00215 per share in reinvested dividends. The fund's seven-day SEC yield at the end of June was 0.26%. Maturity was managed to maximize income Shortly before the fund's fiscal year began on July 1, 2003, the Federal Reserve Board lowered the federal funds rate to 1%, the lowest level since 1958, reflecting the Fed's concern about deflation as the economy slowed. The federal funds rate is the rate banks charge one another on overnight loans, and it is a sensitive indicator of general interest-rate trends. The Fed uses this rate to influence the economy, cutting it to spur spending and demand when the economy is weak, and raising it to slow economic growth when inflation threatens. With yields so low, we strove to capture as much income as possible, focusing on longer-term money market securities to lock in higher yields. At the start of the fund's fiscal year, its average maturity was 64 days. However, as the year wore on we suspected that the Fed might raise interest rates and we wanted to maintain some flexibility to invest in higher-yielding securities should they become available. Consequently, by the mid point in the fiscal year, December 31, 2003, we had trimmed the fund's average maturity to 45 days. Rate hike will increase income for money market investors Both the economy and inflation began to show signs of advancing early in 2004. As the fund's fiscal year closed on June 30, 2004, the Fed boosted short-term interest rates to 1.25%. With more interest rate increases almost certain through year end, we reduced the fund's average maturity to free up additional funds to invest in higher yielding securities down the road. As of June 30, average maturity was 35 days. Commercial paper, agency securities provide yield with liquidity and relative safety As is generally the case, commercial paper constituted the bulk of the fund's assets. These securities typically offer higher yields than other types of money market instruments, with only slightly higher risk. In addition, because commercial paper is generally in strong supply - which keeps prices down - we believe it offers greater value. Beginning early in the period, we invested a portion of assets in U.S. government agency securities to boost income without sacrificing safety. The fund also maintained a substantial position in variable-rate demand instruments - - which have yields that are reset periodically - because they represented good value, in our opinion. Further rate hikes expected by year end In the statement that accompanied the Fed's most recent interest-rate decision, policy makers said they view inflation prospects as moderate, which should make it possible to increase rates at what the Fed described as a "measured" pace. We expect rates to rise gradually through the remainder of the year, with at least three more quarter-point increases, which would bring the key rate to about 2% by the close of 2004. Accordingly, we will continue to emphasize high-quality investments and keep average maturity on the shorter side in the coming months. This should give us the liquidity we need to invest in higher-yielding issues as they become available. This fund is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although it seeks to maintain a constant share price of $1.00, it is possible to lose money by investing in the fund. The portfolio manager's commentary reflects the conditions and actions taken during the reporting period, which are subject to change. A shift in opinion may result in strategic and other portfolio changes. For more complete information on any CDC Nvest Fund, contact your financial professional or call CDC IXIS Asset Management Distributors, L.P. and ask for a free prospectus, which contains more complete information including charges and other ongoing expenses. Investors should consider a fund's objective, risks and expenses carefully before investing. This and other information can be found in the prospectus. Please read the prospectus carefully before investing. - -------------------------------------------------------------------------------- NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- Cash Management Trust -- Money Market Series - -------------------------------------------------------------------------------- Investments as of June 30, 2004 Principal Amount Description Value (a) - -------------------------------------------------------------------------------- Investments -- 100.4% of Total Net Assets COMMERCIAL PAPER -- 89.5% Airline -- 2.1% $ 7,585,000 New York, NY, City Industrial Development Agency, LLC, 1.160%, 7/01/2008(c) $ 7,585,000 ------------ Asset-Backed -- 22.0% 16,000,000 Clipper Receivables Corp., 1.500%, 7/01/2004 16,000,000 5,000,000 Yorktown Capital LLC, 1.060%, 7/14/2004 4,998,086 5,000,000 FCAR Owner Trust I, 1.080%, 7/15/2004 4,997,900 5,000,000 Lexington Parker Capital Corp., 144A, 1.070%, 7/16/2004 4,997,771 3,000,000 ASAP Funding, Ltd., 144A, 1.300%, 7/23/2004 2,997,617 15,000,000 Fountain Square Commercial Funding Corp., 144A, 1.080%, 14,983,800 8/06/2004 19,000,000 Lockhart Funding LLC, 144A, 1.200%, 8/06/2004 18,977,200 3,000,000 FCAR Owner Trust I, 1.120%, 8/16/2004 2,995,706 10,000,000 Ciesco LLC, 144A, 1.300%, 8/16/2004 9,983,389 ------------ 80,931,469 ------------ Banking -- 13.5% 10,000,000 Banco Bilbao Vizcaya Argentaria/Puerto Rico, 1.040%, 7/01/2004 10,000,000 10,000,000 Banco Cuscatlan SA, 1.070%, 7/02/2004 9,999,703 5,000,000 Svenska Handelsbanken, Inc., 1.080%, 7/28/2004 4,995,950 5,000,000 Banco Bilbao Vizcaya Argentaria/Puerto Rico, 1.100%, 8/02/2004 4,995,111 10,000,000 DNB Nor Bank ASA, 1.500%, 9/21/2004 9,965,833 5,000,000 Banco Continental de Panama SA, 1.420%, 10/01/2004 4,981,856 5,000,000 Bank of America Corp., 1.050%, 1/28/2005 (c) 5,000,000 ------------ 49,938,453 ------------ Building -- 9.3% 1,125,000 Shayeson-Huff Properties LLC, 1.420%, 11/01/2016 (c) 1,125,000 2,755,000 Cardiology Building Associates LLC, 1.340%, 10/01/2021 (c) 2,755,000 2,700,000 J&M LLC, 1.520%, 10/01/2026 (c) 2,700,000 17,450,000 MOB Management Two LLC, 1.650%, 12/01/2026 (c) 17,450,000 5,100,000 VWS McAdory Market LLC, 1.450%, 7/01/2027 (c) 5,100,000 1,965,000 Daniel Land Co., 1.520%, 10/01/2027 (c) 1,965,000 3,130,000 MOB Management One LLC, 1.650%, 12/01/2031 (c) 3,130,000 ------------ 34,225,000 ------------ Education -- 2.4% 9,000,000 Yale University, 1.060%, 7/14/2004 8,996,555 ------------ Financial Services -- 10.2% 5,000,000 Private Export Funding Corp., 144A, 1.050%, 7/13/2004 4,998,249 10,000,000 Alliance & Leicester PLC, 144A, 1.075%, 7/15/2004 9,995,819 10,000,000 Alliance & Leicester PLC, 144A, 1.140%, 10/12/2004 9,967,384 5,000,000 General Electric Capital Corp., 1.359%, 2/16/2005 (c) 5,000,000 2,345,000 SSK Co. LLC, 1.370%, 11/01/2021 (c) 2,345,000 1,970,000 Jobs Co. (The) LLC, 1.790%, 2/01/2022 (c) 1,970,000 3,285,000 Alpine Capital Investments LLC, 1.350%, 9/15/2027 (c) 3,285,000 ------------ 37,561,452 ------------ General Purpose -- 1.3% 5,000,000 Michigan State, 1.400%, 12/01/2004 5,000,000 ------------ Health Care Providers -- 4.1% 15,000,000 Dean Health Systems, Inc., 1.198%, 7/11/2004 14,995,006 ------------ Hospital -- 0.6% 2,235,000 Birmingham, AL, Special Care Facilities Financing Authority, 1.520, 9/01/2018(c) 2,235,000 ------------ Multi-Family -- 1.8% $ 2,100,000 Florida Housing Finance Corp., 1.350%, 4/01/2034 (c) $ 2,100,000 4,544,838 Los Angeles, CA, Community Redevelopment Agency, (Security Building), 1.260%, 12/15/2034 (c) 4,544,838 ------------ 6,644,838 ------------ Public Power/Utility -- 5.1% 19,000,000 New Jersey Economic Development Authority LLC, 1.160%, 9/01/2021 (c) 19,000,000 ------------ Single-Family -- 1.4% 5,000,000 Connecticut State Housing Finance Authority, 1.200%, 5/15/2033 (c) 5,000,000 ------------ Special Purpose Entity -- 13.5% 10,678,000 Long Lane Master Trust IV, 144A, 1.120%, 7/07/2004 10,676,007 5,000,000 Market Street Funding Corp, 144A, 1.210%, 7/14/2004 4,997,815 15,000,000 Greyhawk Funding LLC, 144A, 1.150%, 7/15/2004 14,993,292 10,000,000 Market Street Funding Corp, 144A, 1.280%, 7/22/2004 9,992,533 9,000,000 American Health Centers, Inc., 1.420%, 3/01/2019 (c) 9,000,000 ------------ 49,659,647 ------------ U.S. Government Agencies -- 2.2% 2,000,000 Federal Home Loan Bank, 1.500%, 5/04/2005 2,000,000 4,000,000 Federal National Mortgage Association, 1.750%, 5/23/2005 4,000,000 2,000,000 Federal Home Loan Bank, 2.020%, 6/08/2005 2,000,000 ------------ 8,000,000 ------------ Total Commercial Paper (Cost $329,772,420) 329,772,420 ------------ TIME DEPOSITS -- 4.1% 15,200,000 BNP Paribas SA, 1.470%, 1/02/2004 15,200,000 ------------ Total Time Deposits (Cost $15,200,000) 15,200,000 ------------ MEDIUM TERM NOTE -- 4.1% 15,000,000 Caterpillar Financial Services Corp., 1.240%, 7/09/2004 (c) 15,000,000 ------------ Total Medium Term Note (Cost $15,000,000) 15,000,000 ------------ CERTIFICATES OF DEPOSIT -- 2.7% 10,000,000 Credit Agricole Indosuez SA, 1.125%, 9/30/2004 10,002,714 ------------ Total Certificates of Deposit (Cost $10,002,714) 10,002,714 ------------ SHORT TERM INVESTMENT -- 0.0% 94,396 Repurchase Agreement with Investors Bank & Trust Co. dated 6/30/2004 at 0.70% to be repurchased at $94,398 on 7/01/2004, collateralized by $98,834 Government National Mortgage Association Bond, 3.50%, due 3/20/2032 valued at $99,116 94,396 ------------ Total Short Term Investment (Cost $94,396) 94,396 ------------ Total Investments -- 100.4% (Identified Cost $370,069,530) (b) 370,069,530 Other assets less liabilities (1,523,438) ------------ Total Net Assets -- 100.0% $368,546,092 ------------ (a) See Note 2a of Notes to Financial Statements. (b) The aggregate cost for federal income tax purposes was $370,069,530. At June 30, 2004, the components of distributable earnings, on a tax basis consisted of $200,537 of undistributed ordinary income and $0 of long-term gains. (c) Floating rate notes are instruments whose interest rates vary with changes in a designated base rate (such as the prime interest rate) on a specified date (such as coupon date or interest payment date). These instruments are payable on demand and are secured by letters of credit or other credit support agreements from major banks. Maturity dates shown represent the ultimate maturity of the notes. 144A Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registrations, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $117,560,876 or 31.9% of net assets. See accompanying notes to financial statements. 3 - -------------------------------------------------------------------------------- Statement of Assets & Liabilities - -------------------------------------------------------------------------------- June 30, 2004 ASSETS Investments, at value (Identified Cost $370,069,530) $370,069,530 Receivable for: Shares sold 615,843 Interest 223,981 ------------ 370,909,354 ------------ LIABILITIES Payable for: Shares redeemed 1,805,677 Dividends payable 666 Accrued Expenses: Management fees 120,484 Deferred Trustees' fees 177,333 Transfer agent 157,287 Accounting and administrative fees 21,801 Other expenses 80,014 ------------ 2,363,262 ------------ NET ASSETS $368,546,092 ============ Net assets consist of: Paid in capital $368,519,636 Undistributed (overdistributed) net investment income 26,456 ------------ NET ASSETS $368,546,092 ============ COMPUTATION OF NET ASSET VALUE AND OFFERING PRICE: Class A shares: Net assets $338,216,682 ============ Shares of beneficial interest 338,188,738 ============ Net asset value and redemption price per share $ 1.00 ============ Class B shares: Net assets $ 27,802,745 ============ Shares of beneficial interest 27,804,732 ============ Net asset value and redemption price per share $ 1.00 ============ Class C shares: Net assets $ 2,526,665 ============ Shares of beneficial interest 2,526,381 ============ Net asset value and redemption price per share $ 1.00 ============ See accompanying notes to financial statements. 4 - -------------------------------------------------------------------------------- Statement of Operations - -------------------------------------------------------------------------------- For the Year Ended June 30, 2004 INVESTMENT INCOME Interest $4,870,765 ---------- Expenses Management fees 1,697,447 Trustees' fees and expenses 63,559 Accounting and administrative 297,699 Custodian fees 79,625 Transfer agent 1,626,983 Audit and tax services 24,189 Legal fees 28,031 Shareholder reporting 88,521 Registration fees 57,940 Miscellaneous 36,119 ---------- Total expenses 4,000,113 ---------- Net investment income 870,652 ---------- REALIZED GAIN (LOSS) ON INVESTMENTS Realized gain (loss) on investments - net 806 ---------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 871,458 ========== See accompanying notes to financial statements. 5 - -------------------------------------------------------------------------------- Statement of Changes in Net Assets - -------------------------------------------------------------------------------- Year Ended Year Ended June 30, June 30, 2004 2003 ------------- ------------- FROM OPERATIONS Net investment income $ 870,652 $ 3,936,662 Net realized gain (loss) on investments 806 1,073 ------------- ------------- Increase in net assets resulting from operations 871,458 3,937,735 ------------- ------------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income Class A (839,709) (3,638,617) Class B (66,133) (283,294) Class C (6,107) (34,420) ------------- ------------- (911,949) (3,956,331) ------------- ------------- FROM CAPITAL SHARE TRANSACTIONS Proceeds from sale of shares (a) 492,470,482 626,533,663 Net asset value of shares issued in connection with the reinvestment of dividends from net investment income and distributions from net realized gains 891,507 3,848,644 Cost of shares redeemed (583,732,664) (703,454,020) ------------- ------------- Decrease in net assets derived from capital share transactions (90,370,675) (73,071,713) ------------- ------------- Total decrease in net assets (90,411,166) (73,090,309) NET ASSETS Beginning of period 458,957,258 532,047,567 ------------- ------------- End of period $ 368,546,092 $ 458,957,258 ============= ============= UNDISTRIBUTED NET INVESTMENT INCOME $ 26,456 $ 67,382 ============= ============= (a) Shares of the series are sold and redeemed at net asset value ($1.00). See accompanying notes to financial statements. 6 - -------------------------------------------------------------------------------- Financial Highlights - -------------------------------------------------------------------------------- For a share outstanding throughout each period. Income from investment operations: Less distributions: -------------------------------------------------- ---------------------------------------------------------------- Net asset value, Net realized Dividends Distributions Net asset beginning Net and unrealized Total from from from net value, Total of investment gain (loss) on investment net investment realized Total end of return the period income investments operations income capital gains distributions the period (%) ---------- ---------- -------------- ---------- -------------- ------------- ------------- ---------- ------ Class A,B,C 6/30/2004 $1.00 $0.0022 $-- $0.0022 $(0.0022) $-- $(0.0022) $1.00 0.2 6/30/2003 1.00 0.0076 -- 0.0076 (0.0076) -- (0.0076) 1.00 0.8 6/30/2002 1.00 0.0175 -- 0.0175 (0.0175)(a) -- (0.0175) 1.00 1.8 6/30/2001 1.00 0.0524 -- 0.0524 (0.0524)(a) -- (0.0524) 1.00 5.4 6/30/2000 1.00 0.0498 -- 0.0498 (0.0498)(a) -- (0.0498) 1.00 5.1 The subadviser to the Trust prior to June 1, 2001, was Back Bay Advisors, L.P. Effective June 1, 2001, Reich & Tang Asset Management, LLC became the subadviser to the Trust. (a) Including net realized gain (loss) on investments. See accompanying notes to financial statements. 7 Ratios to average net assets: ----------------------------- Net assets, Net end of investment the period Expenses income (000's) (%) (%) - ----------- -------- ---------- $368,546 0.94 0.21 458,957 0.88 0.77 532,048 0.91 1.75 545,151 0.84 5.27 603,916 0.84 4.96 8 - -------------------------------------------------------------------------------- Notes To Financial Statements - -------------------------------------------------------------------------------- For the Year Ended June 30, 2004 1. Organization. CDC Nvest Cash Management Trust - Money Market Series (the "Trust") is organized as a Massachusetts business trust. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. The Declaration of Trust permits the Trustees to issue an unlimited number of shares of the Trust. The Trust offers Class A, Class B and Class C shares. The Trust's investment goal is to seek maximum current income consistent with preservation of capital and liquidity. Shares of the Trust are sold without a front end sales charge. Shares acquired by exchange of shares of another CDC Nvest or Loomis Sayles Fund may be subject to a contingent deferred sales charge. 2. Significant Accounting Policies. The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The Trust's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America that require the use of management estimates that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. a. Security Valuation. The Trust employs the amortized cost method of security valuation as set forth in Rule 2a-7 under the 1940 Act which, in the opinion of the Trustees of the Trust, represents the fair value of the particular security. The amortized cost of a security is determined by valuing it at original cost and thereafter assumes a constant accretion/amortization to maturity of any discount/premium. b. Repurchase Agreements. The Trust, through its custodian, receives delivery of the underlying securities collateralizing repurchase agreements. It is the Trust's policy that the market value of the collateral be at least equal to 102% of the repurchase price, including interest. The subadviser is responsible for determining that the value of the collateral is at all times at least equal to 102% of the repurchase price, including interest. Repurchase agreements could involve certain risks in the event of default or insolvency of the counterparty, including possible delays or restrictions upon the Trust's ability to dispose of the underlying securities. c. Security Transactions and Related Investment Income. Security transactions are accounted for on trade date and interest income is recorded on an accrual basis. Interest income is increased by the accretion of discount and decreased by the amortization of premium. In determining net gain or loss on securities sold, the cost of securities has been determined on an identified cost basis. d. Federal Income Taxes. The Trust intends to meet the requirements of the Internal Revenue Code applicable to regulated investment companies, and to distribute to its shareholders substantially all of its net investment income. Accordingly, no provision for federal income tax has been made. Distributions from net investment income and short-term capital gains are treated as ordinary income for tax purposes. e. Dividends and Distributions to Shareholders. Dividends and distributions are declared daily to shareholders of record at the time and are paid monthly. Long-term gain distributions, if any, will be made annually. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to deferred Trustee fees. f. Other. The Trust invests primarily in a portfolio of money market instruments maturing in 397 days or less and whose ratings are within the two highest rating categories of a nationally recognized rating agency or, if not rated, are believed to be of comparable quality. The ability of the issuers of the securities held by the Trust to meet their obligations may be affected by foreign, economic, political and legal developments in the case of foreign banks, foreign branches, or subsidiaries of U.S. banks, or domestic economic developments in a specific industry, state or region. 3. Investment Transactions. For the year ended June 30, 2004, purchases and sales or maturities of short-term obligations (including securities purchased subject to repurchase agreements) were $7,523,355,552 and $7,613,830,978, respectively. 4. Management Fees and Other Transactions with Affiliates. a. Management Fees. CDC IXIS Asset Management Advisers, L.P. ("CDC IXIS Advisers") is the investment adviser to the Trust. Under the terms of the management agreement, the Trust pays a management fee at the following annual rates, calculated daily and payable monthly, based on the Trust's average daily net assets: Percentage of Average Daily Net Assets - ---------------------------------------------------------------------- First Next Next Next Over $500 million $500 million $500 million $500 million $2 billion - ------------ ------------ ------------ ------------ ---------- 0.400% 0.375% 0.325% 0.275% 0.225% 9 - -------------------------------------------------------------------------------- Notes To Financial Statements (continued) - -------------------------------------------------------------------------------- For the Year Ended June 30, 2004 For the year ended June 30, 2004, management fees for the Trust were $1,697,447 (0.400% of average daily net assets). CDC IXIS Advisers has agreed to voluntarily waive its management fee (and, to the extent necessary bear other expenses of the Trust) in order to preserve the net asset value of the Trust at $1.00 per share. This expense limitation is voluntary and temporary and may be revised or terminated at any time without notice. For the year ended June 30, 2004, no expenses were waived. CDC IXIS Advisers has entered into a subadvisory agreement on behalf of the Trust with Reich & Tang Asset Management, LLC ("Reich & Tang"). Payments to CDC IXIS Advisers are reduced by payments to the subadviser. CDC IXIS Advisers and Reich & Tang are wholly owned subsidiaries of CDC IXIS Asset Management North America, L.P. ("CDC IXIS North America"). Certain officers and directors of CDC IXIS Advisers are also officers or Trustees of the Trust. b. Accounting and Administrative Expense. CDC IXIS Asset Management Services, Inc. ("CIS"), a wholly owned subsidiary of CDC IXIS North America, performs certain accounting and administrative services for the Trust and has subcontracted with Investors Bank & Trust Company ("IBT"), to serve as subadministrator. Pursuant to the agreement between the Trust, CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest Companies Trust I ("CDC Nvest Funds Trusts"), Loomis Sayles Funds I, and Loomis Sayles Funds II ("Loomis Sayles Funds Trusts") (collectively, the "Trusts"), and CIS, the Trust pays CIS its pro rata portion of a group fee for these services representing the higher amount based on the following calculations: (1) Percentage of Eligible Average Daily Net Assets ----------------------------------------------- First Next Over $5 billion $5 billion $10 billion ---------- ---------- ----------- 0.0675% 0.0625% 0.0500% or (2) The Trust's pro rata portion, allocated based on the combined assets of the Trusts, of the annual aggregate minimum fee of $5 million. For the year ended June 30, 2004, the Trust paid $297,699 to CIS for accounting and administrative services. Prior to October 1, 2003, the annual rate as a percentage of average daily net assets was 0.0600% of the first $5 billion in average daily net assets, 0.0500% of the next $5 billion in average daily net assets, and 0.0450% of average daily net assets over $10 billion. The annual minimum aggregate fee was $3.4 million. c. Transfer Agent Fees. CIS is the transfer and shareholder servicing agent for the Trust and has subcontracted with Boston Financial Data Services ("BFDS") to serve as sub-transfer agent. The Trust pays CIS service fees for servicing shareholder accounts. Classes A, B and C pay service fees monthly representing the higher amount based on the following calculations: (1) An annual fee determined by applying an annual fee rate (see schedule below) to the eligible average daily net assets. Eligible assets are the average daily net assets of Class A, Class B and Class C accounts in the Trust. First Next Over $650 million $5 billion $5.65 billion ------------ ---------- ------------- 0.239% 0.200% 0.195% Each Class of shares is subject to a monthly class minimum of $1,500. or (2) An annual minimum fee of $1.4 million beginning January 1, 2004. For the period from July 1, 2003 to September 14, 2003, an allocated portion of the annual aggregate minimum fee of $1.2 million. For the period September 15, 2003 through December 31, 2003, an allocated portion of the annual aggregate minimum fee of $343,464. In addition, pursuant to other servicing agreements, the classes pay service fees to other firms that provide similar services for their own shareholder accounts. For the year ended June 30, 2004, the Trust paid $1,245,781 to CIS as compensation for its services as transfer agent. Additionally, the Trust reimbursed CIS, BFDS and other firms for out-of-pocket expenses. 10 - -------------------------------------------------------------------------------- Notes To Financial Statements (continued) - -------------------------------------------------------------------------------- For the Year Ended June 30, 2004 d. Trustees Fees and Expenses. The Trust does not pay any compensation directly to its officers or Trustees who are directors, officers or employees of CDC IXIS Advisers, CDC IXIS Asset Management Distributors, L.P., CDC IXIS North America, CIS or its affiliates. Each other Trustee receives a retainer fee at the annual rate of $45,000 and meeting attendance fees of $4,500 for each meeting of the Board of Trustees attended. Each committee member receives an additional retainer fee at the annual rate of $7,000 while each committee chairman receives a retainer fee (beyond the $7,000 fee) at the annual rate of $5,000. The retainer fees assume four Board or Committee meetings per year; Trustees are compensated for each additional Board or Committee meeting in excess of four per year, at the rate of $4,500 and $1,750, respectively. These fees are allocated to the various series of the Trusts based on a formula that takes into account, among other factors, the relative net assets of each Fund. Trustees are also reimbursed for travel expenses in connection with attendance at meetings. Effective July 1, 2004, each independent Trustee will receive, in the aggregate, a retainer fee at the annual rate of $50,000 and meeting attendance fees of $5,000 for each meeting of the Board of Trustees that he or she attends. Each committee chairman will receive an additional retainer fee at the annual rate of $7,000. Each Trustee will be compensated $3,750 per Committee meeting that he or she attends. A deferred compensation plan (the "Plan") is available to the Trustees on a voluntary basis. Each participating Trustee will receive an amount equal to the value that such deferred compensation would have been had it been invested in the Trust or certain other series of the Trusts on the normal payment date. Deferred amounts remain in the Trust until distributed in accordance with the Plan. e. Publishing Services. CIS performs certain desktop publishing services for the Trust. Fees for these services are presented in the statement of operations as shareholder reporting. For the year ended June 30, 2004, the Trust paid $877 to CIS as compensation for these services. 11 - -------------------------------------------------------------------------------- Report of Independent Registered Public Accounting Firm - -------------------------------------------------------------------------------- To the Trustees and Shareholders of CDC Nvest Cash Management Trust - Money Market Series In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statement of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of CDC Nvest Cash Management Trust - Money Market Series (the "Trust") at June 30, 2004, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Trust's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at June 30, 2004 by correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts August 6, 2004 12 - -------------------------------------------------------------------------------- Trustees' Information - -------------------------------------------------------------------------------- The Trust is governed by a Board of Trustees, which is responsible for generally overseeing the conduct of Trust business and for protecting the interests of shareholders. The Trustees meet periodically throughout the year to oversee the Trust's activities, review contractual arrangements with companies that provide services to the Trust and review the Trust's performance. Position(s) Held with the Number of Portfolios in Trust, Term of Office Principal Occupation(s) Fund Complex Overseen and Name, Age and Address and Length of Time Served During Past 5 Years** Other Directorships held - --------------------------- ------------------------- ------------------------------ ------------------------------ INDEPENDENT TRUSTEES Graham T. Allison, Jr. (64) Trustee, Douglas Dillon Professor and 41; 399 Boylston Street Contract Review and Director for the Belfer Center Trustee, Loomis Sayles Funds Boston, MA 02116 Governance Committee of Science and International Trusts; Director, Taubman Member; Affairs, John F. Kennedy Centers, Inc.; Advisory Board Until retirement* School of Government, Member, USEC Inc. 20 Years Harvard University Edward A. Benjamin (66) Trustee, Retired 41; 399 Boylston Street Audit Committee Member Trustee, Loomis Sayles Funds Boston, MA 02116 Until retirement* Trusts; Director, Coal, Energy 1 year Investments & Management, LLC; Director, Precision Optics Corporation (optics manufacturer) Daniel M. Cain (59) Trustee, President and CEO, Cain 41; 360 Madison Avenue Chairman of the Audit Brothers & Company, Trustee, Loomis Sayles Funds New York, NY 10017 Committee Incorporated (investment Trusts; Trustee, Universal Until retirement* banking) Health Realty Income Trust; 8 Years Director, Sheridan Healthcorp Paul G. Chenault (70) Trustee, Retired; Trustee, First 41; 5852 Pebble Beach Way Contract Review and Variable Life (variable life Trustee, Loomis Sayles San Luis Obispo, CA 93401 Governance Committee insurance) Funds Trusts; Director, Until retirement* Mailco Office Products, Inc. 1 year Kenneth J. Cowan (72) Trustee, Retired 41; 399 Boylston Street Chairman of the Contract Trustee, Loomis Sayles Boston, MA 02116 Review and Governance Funds Trusts Committee Until retirement* 29 Years Richard Darman (61) Trustee, Partner, The Carlyle Group 41; 399 Boylston Street Contract Review and (investments); Chairman of the Trustee, Loomis Sayles Boston, MA 02116 Governance Committee Board of Directors of AES Funds Trusts; Director and Member Corporation (international Chairman, AES Corporation Until retirement* power company); formerly, 8 Years Professor, John F. Kennedy School of Government, Harvard University 13 - -------------------------------------------------------------------------------- Trustees' Information - -------------------------------------------------------------------------------- Position(s) Held with the Number of Portfolios in Trust, Term of Office Principal Occupation(s) Fund Complex Overseen and Name, Age and Address and Length of Time Served During Past 5 Years** Other Directorships held - --------------------------- ------------------------- ------------------------------ ------------------------------ INDEPENDENT TRUSTEES continued Sandra O. Moose (62) Trustee, President, Strategic Advisory 41; One Exchange Place Audit Committee Member Services (management con- Trustee, Loomis Sayles Boston, MA 02109 Until retirement* sulting); formerly, Senior Funds Trusts; Director, 22 years Vice President and Director, Verizon Communications; The Boston Consulting Group, Director, Rohm and Haas Inc. (management consulting) Company (specialty chemicals) John A. Shane (71) Trustee, President, Palmer Service 41; 200 Unicorn Park Drive Contract Review and Corporation (venture capital Trustee, Loomis Sayles Woburn, MA 01801 Governance Committee organization) Funds Trusts; Director, Member Gensym Corporation; Until retirement* Director, Overland Storage, 22 years Inc.; Director, Abt Associates Inc. INTERESTED TRUSTEES Robert J. Blanding/1/ (57) Trustee, President, Chairman, Director 41; 555 California Street Not Applicable and Chief Executive Officer, Trustee, Loomis Sayles San Francisco, CA 94104 1 year Loomis Sayles Funds Trusts John T. Hailer/2/ (43) Trustee, President and Chief Executive 41; 399 Boylston Street President and CEO Officer, CDC IXIS Asset Trustee, Loomis Sayles Boston, MA 02116 Not Applicable Management Distributors, L.P.; Funds Trusts 3 years Executive Vice President, Loomis Sayles Funds I; President, Loomis Sayles Funds II; formerly, Senior Vice President, Fidelity Investments Peter S. Voss/3/ (57) Trustee, Chairman and Chief 41; 399 Boylston Street Chairman of the Board, Executive Officer, CDC IXIS Trustee, Loomis Sayles Boston, MA 02116 Not Applicable Asset Management; Funds Trusts; Trustee, 12 years Chairman, President and Harris Associates Investment Chief Executive Officer, CDC Trust/5/ IXIS Asset Management North America, L.P. OFFICERS Nicholas H. Palmerino (38) Treasurer; Senior Vice President, CDC Not Applicable 399 Boylston Street 1 year IXIS Asset Management Boston, MA 02116 Services, Inc.; Senior Vice President, CDC IXIS Asset Management Advisers, L.P.; formerly, Vice President, Loomis, Sayles & Company, L.P. 14 - -------------------------------------------------------------------------------- Trustees' Information - -------------------------------------------------------------------------------- Position(s) Held with the Number of Portfolios in Trust, Term of Office Principal Occupation(s) Fund Complex Overseen and Name, Age and Address and Length of Time Served During Past 5 Years** Other Directorships held - --------------------------- ------------------------- ------------------------------ ---------------------------- OFFICERS (continued) John E. Pelletier (40) Secretary, Senior Vice President, General Not Applicable 399 Boylston Street Chief Legal Officer Counsel, Secretary and Clerk, Boston, MA 02116 6 years as Secretary CDC IXIS Distribution Less than 1 year as Chief Corporation; Executive Vice Legal Officer President, General Counsel, Secretary and Clerk, CDC IXIS Asset Management Distributors, L.P.; Executive Vice President, General Counsel, Secretary and Clerk, CDC IXIS Asset Management Advisers, L.P.; Executive Vice President, General Counsel, Secretary, Clerk, and Director, CDC IXIS Asset Management Services, Inc. Frank LoPiccolo (50) Anti-Money Laundering Senior Vice President, CDC Not Applicable 399 Boylston Street Officer IXIS Asset Management, Inc. Boston, MA 02116 1 year * All Trustees serve until retirement, resignation or removal from the Board. The current retirement age is 72. At a meeting held on February 27, 2004, the Trustees voted to suspend the retirement policy until 2005. ** Each person listed above holds the same position(s) with the CDC Nvest Funds and Loomis Sayles Funds Trusts. Previous positions during the past five years with the Distributor, CDC IXIS Advisers or Loomis Sayles are omitted, if not matrially different from a Trustee's or Officer's current position with such entity. As indicated, each Trustee is also a Trustee of certain other investment companies for which the Distributor acts as principal underwriter. /1/ Mr. Blanding is deemed an "interested person" of the CDC Nvest Funds Trusts and the Loomis Sayles Funds Trusts because he holds the following positions with affiliated persons of the Trusts: President, Chairman, Director and Chief Executive Officer of Loomis Sayles. /2/ Mr. Hailer is deemed an "interested person" of the Trust because he holds the following positions with affiliated persons of the Trusts: Director and Executive Vice President of CDC IXIS Asset Management Distribution Corporation ("CDC IXIS Distribution Corporation"); and President and Chief Executive Officer of CDC IXIS Advisers. /3/ Mr. Voss is deemed an "interested person" of the Trust because he holds the following positions with affiliated persons of the Trust: Director of CDC IXIS Asset Management Services, Inc. ("CIS"); Director of CDC IXIS Distribution Corporation; Director and Chairman of CDC IXIS Asset Management Associates Inc.; Director of AEW Capital Management, Inc.; Director of Harris Associates, Inc.; Director of Loomis Sayles; Member of Reich & Tang Asset Management, LLC; Director of Westpeak Investment Advisors, Inc.; Director of Vaughan Nelson Investment Management, L.P.; Director, Hansberger Group, Inc.; Member, Board of Managers, Harris Alternatives L.L.C.; and Director and Member of the Executive Board of CDC IXIS Asset Management. /4/ As of December 31, 2003, Harris Associates Investment Trust had seven series that were overseen by its Board of Trustees. 15 Item 2. Code of Ethics. The Trust has adopted a code of Ethics that applies to the Trust's principal executive officer, principal financial officer and persons performing similar functions, a copy of which is filed as Exhibit (a)(1) filed herewith. Item 3. Audit Committee Financial Expert. The Board of Trustees of the Trust has established an audit committee. Ms. Sandra O. Moose, and Messrs. Edward A. Benjamin and Daniel M. Cain, all members of the audit committee, have been designated as financial experts. Each of these individuals is also an Independent Trustee of the Trust. Item 4. Principal Accountant Fees and Services. Fees paid to Principal Accountant by the Fund. The table below sets forth fees billed by the principal accountant, PricewaterhouseCoopers LLP, for the past two fiscal years for professional services rendered in connection with a) the audit of the Trust's annual financial statements and services provided in connection with regulatory filings; b) audit-related services (including services that are reasonably related to the performance of the audit of the registrant's financial statements and but not reported under "Audit Fees"); c) tax compliance, tax advice and tax planning and d) all other fees billed for professional services rendered by the principal accountant to the Trust, other than the services provided reported as a part of (a) through (c) of this Item. Audit-related Audit fees fees/1/ Tax fees/2/ All other fees - ----------------------------------------------------------------------------------------- 2003 2004 2003 2004 2003 2004 2003 2004 - ----------------------------------------------------------------------------------------- Cash Management Trust $22,300 $22,300 N/A N/A 1,900 1,900 N/A N/A - ----------------------------------------------------------------------------------------- Aggregate fees billed to the Trust for non-audit services for 2004 and 2003 were $1,900 and $1,900 respectively. Fees paid to Principal Accountant By Adviser and Control Affiliates. The following table sets forth the non-audit services provided by the Trust's principal accountant to CDC IXIS Asset Management Advisers, L.P. and entities controlling, controlled by or under common control with CDC IXIS Asset Management Advisers, L.P. that provide ongoing services to the Trust ("Control Affiliates") for the last two fiscal years. Audit-related fees/1/ Tax fees All other fees - ---------------------------------------------------------------------------- 2003 2004 2003 2004 2003 2004 - ---------------------------------------------------------------------------- Control Affiliates $91,000 $102,239 N/A N/A N/A N/A - ---------------------------------------------------------------------------- /1/. The audit related fees consist of performing a SAS 70 internal examination for one Trust affiliate and the review of anti-money laundering procedures for the Trust's transfer agent. Aggregate fees billed to Control Affiliates for non-audit services during 2004 and 2003 were $122,239 and $110,000, respectively None of the services described above were approved pursuant to (c)(7)(i)(C) of Regulation S-X. Audit Committee Pre Approval Policies. Annually, the Trust's Audit Committee reviews the audit, audit-related, tax and other non-audit services together with the projected fees, for services proposed to be rendered to the Trust and/or other entities for which pre-approval is required during the upcoming year. Any subsequent revisions to already pre-approved services or fees (including fee increases) and requests for pre-approval of new services would be presented for consideration quarterly as needed. If, in the opinion of management, a proposed engagement by the Trust's independent accountants needs to commence before the next regularly scheduled Audit Committee meeting, any member of the Audit Committee who is an independent Board member is authorized to pre-approve the engagement, but only for engagements to provide audit, audit related and tax services. This approval is subject to review of the full Audit committee at its next quarterly meeting. All other engagements require the approval of all the members of the audit committee. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. Schedule of Investments. Included as part of the Report to Shareholders filed as Item 1 herewith. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers. Not Applicable. Item 9. Submission of Matters to a Vote of Securities Holders. There were no material changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees. Item 10. Controls and Procedures. The Trust's principal executive officer and principal financial officer have concluded that the Trust's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Trust in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. There were no significant changes or corrective actions with regard to significant deficiencies or material weaknesses in the Trust's internal controls or in other factors that could significantly affect the Trust's internal controls subsequent to the date of their evaluation. Item 11. Exhibits. (a) (1) Code of Ethics is filed herewith. (a) (2) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 30a-2 under the Investment Company Act of 1940 (17 CFR 270.30a-2), as herewith as exhibit (a)(2)(1) and (a)(2)(2) (a) (3) Not applicable. (b) Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 are filed herewith as Exhibit (b) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CDC Cash Management Trust By: /s/ John T. Hailer -------------------------------------- Name: John T. Hailer Title: President & Chief Executive Officer Date: August 20, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ John T. Hailer -------------------------------------- Name: John T. Hailer Title: President & Chief Executive Officer Date: August 20, 2004 By: /s/ Nicholas H. Palmerino -------------------------------------- Name: Nicholas H. Palmerino Title: Treasurer Date: August 20, 2004