<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
North Carolina Cash Management Trust
(Name of Registrant)
File No. 2-77169
</PAGE>
<PAGE>
FILE NO. 2-77169
North Carolina Cash Management Trust
: Term Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended June 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
4,989,135 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
1,195,298 shares
(iv) Number of Securities Sold During Fiscal Year
1,327,420 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
1,327,420 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
1,327,420
$
13,152,053
Redemptions See Note (2) :
(1,327,420)
$
(13,152,053)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended June 30, 1994
, aggregated
2,782,280
and $27,554,108
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
North Carolina Cash Management Trust
:
Term Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-77169
North Carolina Cash Management Trust
: Cash Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended June 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
388,339,312 shares
(iv) Number of Securities Sold During Fiscal Year
5,225,281,864 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
5,225,281,864 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
5,225,281,864
$
5,225,281,864
Redemptions See Note (2) :
(5,225,281,864)
$
(5,225,281,864)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended June 30, 1994
, aggregated
5,344,335,280
and $5,344,335,280
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
North Carolina Cash Management Trust
:
Cash Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
August 17, 1994
Mr. John Costello
Assistant Treasurer
The North Carolina Capital Management Trust
82 Devonshire Street
Boston, MA 02109
Dear John:
The North Carolina Capital Management Trust (the Trust) is a
Massachusetts business trust initially created under the name "The
North Carolina Cash Management Trust by a written Declaration of
Trust dated, executed and delivered in Boston, Massachusetts,
April 26, 1982 and restated November 1, 1987. The Trust's name
was changed to "The North Carolina Capital Management Trust"
on October 18, 1993.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the Trust shall be divided into such transferable
Shares of such classes thereof as the Trustees shall from time to
time create and establish. The number of Shares is unlimited and
each Share shall be without par value and shall be fully paid and
nonassessable. The Trustees shall have full power and authority, in
their sole discretion and without obtaining any prior authorization
or vote of Shareholders or of any class of Shareholders, to create
and establish (and to change in any manner) Shares of any class or
classes thereof with such preferences, voting powers, rights and
privileges as the Trustees may from time to time determine, to
divide or combine the Shares of any class or classes thereof into a
greater or lesser number, to classify or reclassify any one or more
classes of Shares, and to take such other action with respect to the
Shares or any class or classes thereof as the Trustees may deem
desirable. Under Article III, Section 3, the Trustees shall accept
investments in the Trust from such persons on such terms as they
may from time to time authorize. Such investments may be in the
form of cash or securities in which the Trust is authorized to invest,
valued as provided in Article X, Section 3. After the date of the
initial contribution of capital, the number of shares to represent the
initial contribution may in the Trustees' discretion be considered as
outstanding and the amount received by the Trustees on account of
the contribution shall be treated as an asset of the Trust.
Subsequent investments in the Trust shall be credited to the
Shareholder's account in the form of full Shares of the Trust at the
Net Asset Value Per Share next determined after the investment is
received; provided, however, that the Trustees may, in their sole
discretion, (a) impose a sales charge upon investments in the Trust,
and (b) issue fractional shares.
By a vote adopted on April 26, 1982 and revised April 26, 1985,
the Board of Trustees has authorized the sale, from time to time for
cash, of an unlimited number of Shares of beneficial interest of the
Trust, in accordance with the terms included in the Registration
Statement and subject to the limitation of the Declaration of Trust
and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the Trust intends to file with the
Securities and Exchange Commission a notice making definite the
registration of a total of 5,226,609,284 Shares of the Trust (the
Shares) sold in reliance upon Rule 24f-2 during the fiscal year
ended June 30, 1994.
I am of the opinion that all necessary Trust action precedent to the
issue of the Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and nonassessable
except as set forth in the Prospectus under the section entitled
"Description of the Trust." In rendering this opinion, I rely on the
representation by the Trust that it or its agents received
consideration for the Shares in accordance with the Trust's
Declaration of Trust and I express no opinion as to compliance with
the Securities Act of 1933, the Investment Company Act of 1940 or
applicable state "Blue Sky" or securities laws in connection with the
sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission with a Rule 24f-2 notice which you are
about to file under the 1940 Act with said Commission.
Very truly yours,
Arthur Loring
Vice President
Enclosure
Mr. John Costello
August 17, 1994
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