<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
North Carolina Capital Management Trust
(Name of Registrant)
File No. 2-77169
</PAGE>
<PAGE>
FILE NO. 2-77169
North Carolina Capital 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, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
6,184,433 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
1,469,596 shares
(iv) Number of Securities Sold During Fiscal Year
717,405 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
597,979 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
597,979
$
5,900,951
Redemptions:
(597,979)
$
(5,900,951)
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 Capital Management Trust
:
Term Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-77169
North Carolina Capital 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, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
388,339,312 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
119,198,416 shares
(iv) Number of Securities Sold During Fiscal Year
5,637,903,067 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
5,337,300,557 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
5,337,300,557
$
5,337,300,557
Redemptions:
(5,337,300,557)
$
(5,337,300,557)
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 Capital Management Trust
:
Cash Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
August 17, 1995
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 one or more separate and distinct series or classes 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 Series or
class of Shareholders of the Trust, to create and establish (and to
change in any manner) Shares of any Series 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 or any Series or classes thereof into a greater or lesser
number, to classify or reclassify any issued Shares into one or more
Series or classes of Shares, to abolish any one or more Series or
classes of Shares, and to take such other action with respect to the
Shares as the Trustees may deem desirable. Under Article III,
Section 4, 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 appropriate Series 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 each
Shareholder's account in the form of full Shares 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 5,337,898,536 Shares of the Trust (the
Shares) sold in reliance upon Rule 24f-2 during the fiscal year
ended June 30, 1995.
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,
/s/Arthur S. Loring
Arthur S. Loring
Vice President
Enclosure
LG952270003
Mr. John Costello
August 17, 1995
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