0000722574-09-000172 Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Japan), INC. and THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST ON BEHALF OF CASH PORTFOLIO
Sub-Advisory Agreement • August 27th, 2009 • North Carolina Capital Management Trust • Massachusetts

AGREEMENT made this 29th day of September, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (Japan), Inc. (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 Cash Portfolio (hereinafter called the "Portfolio").

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MANAGEMENT CONTRACT BETWEEN THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST: CASH PORTFOLIO AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • August 27th, 2009 • North Carolina Capital Management Trust

AMENDED AND RESTATED AGREEMENT made this 1st day of August, 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 Cash Portfolio (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser").

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: TERM PORTFOLIO
Distribution and Service Agent Agreement • August 27th, 2009 • 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 Term 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

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