0000702149-08-000004 Sample Contracts

FORM OF SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST ON BEHALF OF TERM PORTFOLIO
North Carolina Capital Management Trust • August 28th, 2008 • Massachusetts

AGREEMENT made this ___ day of ____, 200_, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor") and [Name of Sub-Advisor] (hereinafter called the "Sub-Advisor"); and The North Carolina Capital Management Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of [Fund Name] (hereinafter called the "Portfolio").

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FORM OF DISTRIBUTION AND SERVICE AGENT AGREEMENT between FIDELITY DISTRIBUTORS CORPORATION and CAPITAL MANAGEMENT OF THE CAROLINAS, LLC with respect to shares of THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST: CASH PORTFOLIO
Distribution and Service Agent Agreement • August 28th, 2008 • North Carolina Capital Management Trust • Massachusetts

WHEREAS, Fidelity Distributors Corporation ("Distributors"), a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts 02109, has entered into a Distribution and Service Plan (the "Plan,") with The North Carolina Capital Management Trust (the "Trust"), an open-end, diversified, management investment company organized as a Massachusetts business trust with principal offices at 82 Devonshire Street, Boston, Massachusetts 02109, on behalf of Cash Portfolio, a series of the Trust (the "Portfolio") and Fidelity Management & Research Company, an investment adviser with principal offices at 82 Devonshire Street, Boston, Massachusetts 02109, pursuant to the provisions of Rule 12b-1 under the Investment Company Act of 1940 (the "Act"); and

THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST: TERM PORTFOLIO DISTRIBUTION AND SERVICE PLAN
Distribution and Service Plan • August 28th, 2008 • North Carolina Capital Management Trust

THIS AMENDED AND RESTATED PLAN made as of the24th day of July, 2008, by and between THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust"), on behalf of TERM PORTFOLIO, a series of the Trust (hereinafter called the "Portfolio"), FIDELITY MANAGEMENT & RESEARCH COMPANY, a Massachusetts Corporation (hereinafter called the "Adviser"), and FIDELITY DISTRIBUTORS CORPORATION, a Massachusetts corporation (hereinafter called the "Distributor"):

FORM OF MANAGEMENT CONTRACT BETWEEN THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST: TERM PORTFOLIO AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Agreement • August 28th, 2008 • North Carolina Capital Management Trust

AMENDED AND RESTATED AGREEMENT made this __ day of _______, 2008, by and between The North Carolina Capital Management Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust"), on behalf of Term Portfolio (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser").

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