SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(e) or Sec. 240.14a-12
The North Carolina Capital Management Trust
Arthur S. Loring, Secretary
Payment of Filing Fee (Check the appropriate box):
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[ ] $125 per Exchange Act Rules 0-11(c)(ii), 14a-6(j) (1), or 14a-6(j) (2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(j) (3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j) (4) and 0-11.
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(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST :
CASH PORTFOLIO AND TERM PORTFOLIO
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
(800) 222-3232
(704) 372-8798
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of Cash Portfolio and Term Portfolio (each a " F und" or
collectively, the " F unds") of The North Carolina Capital Management
Trust (the "Trust") will be held at the Omni Charlotte Hotel, 222 East
Third Street, Charlotte, North Carolina 28202, on January 22, 1996, at 9:00
a.m. The purpose of the Meeting is to consider and act upon the following
proposals, and to transact such other business as may properly come before
the Meeting or any adjournments thereof.
1. To approve amendments to the fee schedule of each fund's
Management Contract.
2. To approve amendments to the fee schedule of each fund's
Distribution and Service Plan.
3. To ratify the selection of Coopers & Lybrand L.L.P. as independent
accountants of the Trust.
The Board of Trustees has fixed the close of business on November 24, 1995
as the record date for the determination of the shareholders of the
F unds entitled to notice of, and to vote at, such Meeting and any
adjournments thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
December 14, 1995
YOUR VOTE IS IMPORTANT
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE WE ASK YOUR COOPERATION IN
MAILING YOUR PROXY CARD PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rule for executing proxy cards may be of assistance
to you and help avoid the time and expense involved in validating
your vote if you fail to execute your proxy card properly.
PUBLIC UNITS: The name of the unit and the name of the authorized
finance official should appear on the proxy card exactly as they appear in
the registration on the proxy card. For example:
REGISTRATION VALID SIGNATURE
A. 1) City of ABC Mary Jones, Finance
Officer
2) City of ABC Mary Jones, Finance
Officer
c/o Mary Jones, Finance
Officer
B. 1) County of XYZ John Smith, Finance
Officer
2) County of XYZ John Smith, Finance
Officer
c/o John Smith, Finance
Officer
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
CASH PORTFOLIO AND TERM PORTFOLIO OF
THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST
TO BE HELD ON JANUARY 22, 1996
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees (the
"Board") of The North Carolina Capital Management Trust (the "Trust")
to be used at the Special Meeting of Shareholders of Cash Portfolio and
Term Portfolio (each a " F und" or collectively, the " F unds")
and at any adjournments thereof (the "Meeting") , to be held on
January 22, 1996 at 9:00 a.m. at the Omni Charlotte Hotel, 222 East
Third Street, Charlotte, North Carolina 28202.
The purpose of the Meeting is set forth in the accompanying Notice. The
solicitation is made primarily by the mailing of this Proxy Statement and
the accompanying proxy card on or about December 14, 1995. Fidelity
Management & Research Company (FMR) encourages you to return your proxy
card by January 5, 1996. Supplementary solicitations may be made by mail,
telephone, telegraph, or by personal interview by representatives of the
Trust. The expenses in connection with preparing this Proxy Statement and
its enclosures and of all solicitations will be borne by FMR, the Funds'
investment adviser. The principal business address of FMR and Fidelity
Distributors Corporation (FDC), the Funds' principal underwriter, is 82
Devonshire Street, Boston, Massachusetts 02109.
If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by
the Trust, by the execution of a later-dated proxy card or by attending the
Meeting and voting in person.
All proxy cards solicited by the Board that are properly executed and
received by the Secretary prior to the Meeting, and that are not revoked,
will be voted at the Meeting. Shares represented by such proxies will be
voted in accordance with the instructions thereon. If no specification is
made on a proxy card, it will be voted FOR the matters specified on the
proxy card. Only proxies voted will be counted towards establishing a
quorum. Shareholders should note that while votes to ABSTAIN will count
toward establishing a quorum, passage of a proposal being considered at the
Meeting will occur only if a sufficient number of votes are cast FOR the
proposal. Accordingly, votes to ABSTAIN and votes AGAINST will have the
same effect in determining whether the proposal is approved.
If a quorum is present at the Meeting, but sufficient votes to approve one
or more of the proposed items are not received, or if other matters arise
requiring shareholder attention, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting or represented by proxy.
When voting on a proposed adjournment, the persons named as proxies will
vote FOR the proposed adjournment all shares that they are entitled to vote
with respect to each item, unless directed to vote AGAINST the item, in
which case such shares will be voted against the proposed adjournment with
respect to that item. A shareholder vote may be taken on one or more of the
items in this Proxy Statement prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate.
On November 24, 1995, there were 1,784,904,478 shares of Cash Portfolio
and 6,094,816 shares of Term Portfolio issued and outstanding. To the
knowledge of the Trust, no shareholder owned of record or beneficially more
than 5% of the outstanding shares of Cash Portfolio on that date. To the
knowledge of the Trust, substantial (5% or more) record ownership of Term
Portfolio shares (as of November 24, 1995) was as follows:
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Name and Address of Number of Shares Percentage of
Beneficial Owner Beneficially Owned Outstanding Shares
City of Charlotte
805,358.77 13.21%
600 East Fourth Street
Charlotte, NC 28202
Alamance County
408,505.02 6.70%
124 W. Elm Street
Graham, NC 27253
Wake County
407,450.88 6.68%
P.O. Box 550
Raleigh, NC 27602
Northern Hospital of
316,545.92 5.19%
Surry County
830 Rockford Street
P.O. Box 1101
Mount Airy, NC 27030
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Shareholders of record at the close of business on November 24, 1995
will be entitled to vote at the Meeting. Each such shareholder will be
entitled to one vote for each share of a Fund held on that date.
FOR A FREE COPY OF EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
JUNE 30, 1995 , PLEASE CALL STERLING CAPITAL DISTRIBUTORS, INC.
TOLL-FREE AT (800) 222-3232 OR LOCALLY AT (704) 372-8798, OR WRITE TO
STERLING CAPITAL DISTRIBUTORS, INC. AT ONE FIRST UNION CENTER, 301 SOUTH
COLLEGE STREET, SUITE 3200, CHARLOTTE, NORTH CAROLINA 28202.
VOTE REQUIRED: APPROVAL OF PROPOSALS 1 AND 2 REQUIRES THE AFFIRMATIVE VOTE
OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE APPROPRIATE
FUND. UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE "1940 ACT"), THE
VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" MEANS
THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF THE VOTING
SECURITIES PRESENT AT THE MEETING IF THE HOLDERS OF MORE THAN
50% OF THE OUTSTANDING VOTING SECURITIES ARE PRESENT OR REPRESENTED
BY PROXY OR (B) MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES.
A PLURALITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT TO APPROVE
PROPOSAL 3.
1. TO APPROVE AMENDMENTS TO THE FEE SCHEDULE OF EACH FUND'S MANAGEMENT
CONTRACT.
The Board , including a majority of those Trustees who are
not "interested persons" of the Trust or of FMR (the "Independent
Trustees"), has approved, and recommends that shareholders of each Fund
approve, amendments to the fee schedule of each Fund's management contract
("Management Fee Schedule") with FMR (the "Management
Contracts") . The proposed amendments to the Management Fee
Schedule would revise the current Management Fee Schedule to include
additional fee breakpoints and would reduce the management fees payable
by each Fund to FMR. No other substantive changes to the
Management Contracts are proposed at this time.
FMR is the investment adviser to Cash Portfolio and Term Portfolio
pursuant to separate Management Contracts each dated December 13, 1990.
Each Fund's Management Contract was last approved by shareholders on
December 12, 1990. (For more information on FMR, refer to the section
entitled "Activities and Management of FMR , " beginning on page .)
Under the Management Contracts, each Fund pays FMR an all-inclusive,
monthly management fee that is calculated based on the average daily
net assets of a Fund. If approved, this proposal would modify each
Fund's Management Fee Schedule by instituting new fee breakpoints
that provide for lower management fee rates at all asset levels.
PROPOSED MODIFICATION TO MANAGEMENT FEE SCHEDULE. Copies of th e
Forms of M anagement C ontract for each Fund, with amendments to
the Management Fee Schedule, are attached to this Proxy Statement as
Exhibits 1 and 2 on pages and , respectively . Amendments
to each Fund's Distribution and Service Plan fee schedule have been
approved by the Board, including a majority of the Independent Trustees,
and are also submitted for shareholder approval. (Please see Proposal 2.)
The management fee rate for each Fund varies based on a Fund's average
daily net assets. As a Fund's net assets increase, the marginal management
fee rate decreases according to a schedule of breakpoints that provides for
lower fee rates as assets increase. The tables below illustrate the current
and proposed Management Fee Schedules for each Fund.
Comparison of Management Fee Schedules
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Current Fee Schedule Proposed Fee Schedule
Average Net Management Average Net Management
Assets Fee Rate Assets Fee Rate
(In Millions) (In Millions)
$0 - 100 0 .41 0 % $0 - 400 0 .365%
$100 - 200 0 .40 0 % $400 - 800 0 .360%
$200 - 800 0 .39 0 % $800 - 1,200 0 .355%
over 0 .38 0 % $1,200 - 1,600 0 .350%
$800
$1,600 - 2,000 0 .340%
over $2,000 0 .330%
</TABLE>
MANAGEMENT FEE COMPARISON . The following chart compares each Fund's
management fee under the terms of the current Management Fee
Schedule for the fiscal year ended June 30, 1995 to those fees the
Funds would have incurred if the proposed amendments to the Management Fee
Schedule had been in effect during that period:
Comparison of Management Fees
Fiscal Year Ended 6/30/95
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Current As % of Proposed
As % of Percenta
Fee
Fund's Fee
Fund's ge
Schedule Average Schedule Average Differenc
Net Net e
Assets Assets
Cash $ 5,555,76 0.382 % $ 5,128,74 0.353% (7.69%)
Portfolio 6 6
Term $ 261,780 0.400% $ 232,344 0.355% (11.2 4 %)
Portfolio
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As illustrated above, the proposed changes to the Funds' Management
Fee Schedule would have resulted in lower management fees for each Fund for
the fiscal year ended June 30, 1995.
Effective November 1, 1995, FMR voluntarily implemented the proposed
amendments to the Funds' Management Fee Schedule. FMR may cease its
voluntary implementation of the proposed amendments to each Fund's
Management Fee Schedule at any time.
MATTERS CONSIDERED BY THE BOARD . The proposed amendments to the
Funds' Management Fee Schedule were approved by the Board ,
including a majority of the Independent Trustees , at a
meeting held on October 3, 1995. The Board believes that matters bearing on
the appropriateness of each Fund's management fees are considered at most,
if not all, of their meetings.
The Board considered the annual renewal of each Fund's Management
Contract at meetings held on July 26, 1995 and October 3, 1995. At
the July meeting, the Board requested that a revised Management Fee
Schedule be presented for consideration at the October meeting and
renewed the current Management Fee Schedule until that
time. At the October meeting, the Board reviewed materials relating to the
proposed amendments that had been provided to them in advance of the
meeting. The Board asked questions relating to the proposed changes to the
Management Fee Schedule and had the opportunity to request
further information in connection with its evaluation of the proposed
amendments.
Information Received b y the Board . In connection with the
October meeting, the Board received materials relating to the
consideration of the proposed amendments to the Management Fee
Schedule and to the fee schedule of each Fund's Distribution and Service
Plan. These materials included: (i) information on the investment
performance of each Fund and how each Fund's performance compared
with other institutional funds with the same investment objective and
similar asset sizes to the respective Funds; (ii) detailed analyses of how
each Fund's expense ratio and management fee compared with such other
funds; (iii) performance comparison information for each Fund versus
various relevant indices; (iv) share sales and redemption data with
respect to each Fund; (v) information regarding the performance of other
investments permitted under North Carolina state law; (vi) the economic
outlook and the general investment outlook in the markets in which each
Fund invests; and (vii) notable changes in each Fund's investments.
The Board also considered matters such as (1) FMR's financial condition,
(2) arrangements with respect to the distribution of each Fund's shares,
(3) the procedures employed to determine the value of each Fund's assets,
and (4) FMR's management of the relationships with the F unds '
custodian.
Matters considered by the Board in connection with their approval of the
proposed amendment s to the Management Fee Schedule included
the following:
Performance. The Board reviewed each Fund's investment performance as well
as the performance of other funds in its peer group, such as certain
institutional money market and bond funds, as compared with certain
indices.
FMR's Personnel and Management Methods. The Board reviewed the background
of each Fund's portfolio manager. In addition, the Board reviewed each
Fund's investment objective and discipline. The Board also reviewed the
abilities of FMR Texas Inc. (FMR Texas), the sub-adviser for Cash
Portfolio. (For more information on FMR Texas, refer to the section
entitled "Activities and Management of FMR Texas , " beginning on page
.) The Board also had discussions with senior management of FMR and
FMR Texas responsible for investment operations. Among other things, the
Board considered the size, education , and experience of each
entity's investment staff, its use of technology, and FMR's and FMR Texas'
approach to recruiting, training , and retaining portfolio managers
and other research, advisory , and management personnel.
Nature and Quality of Other Services. The Board considered the nature,
quality, cost , and extent of administrative and shareholder services
performed by FMR, FMR Texas , and their affiliated companies, both
under the Management Contracts and under separate agreements covering
transfer agency functions and pricing and bookkeeping. The Board also
considered the nature and extent of FMR's supervision of third party
service providers, principally custodians.
Expenses. The Board considered each Fund's expense ratio and the
expense ratios of funds with the same investment objective and asset
levels comparable to those of each Fund. They also considered the
amount and nature of fees paid by shareholders of each Fund.
Profitability. The Board considered the level of FMR's profits with
respect to the management of the Funds. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the Funds. The Board concluded that the cost allocation
methodology employed by FMR has a reasonable basis and is appropriate in
light of all of the circumstances. They considered the profits realized by
FMR in connection with the operation of the Funds and whether the amount of
profit is a fair entrepreneurial profit for the management of the Funds.
They also considered the profits realized from non-fund business
that may benefit from or be related to the Funds' business. The
Board also considered FMR's profit margins in comparison with available
industry data, both accounting for and ignoring marketing expenses.
Economies of Scale. The Board considered whether there have been economies
of scale with respect to the management of the Funds and other funds
advised by FMR, whether the Funds have appropriately benefitted from any
economies of scale, and whether there is potential for realization of any
further economies of scale.
Other Benefits to FMR. The Board also considered the character and amount
of fees paid by each Fund to FMR for services provided by FMR and its
affiliates. The Board also considered other related potential
benefits to FMR, such as its enhanced ability to obtain further business in
the North Carolina government market and other markets, as a result of its
relationship with the Funds. In sum, the Board considered all
the "fall-out" benefits that may accrue to FMR and its affiliates by
virtue of their relationship with the Funds.
CONCLUSION. In considering the proposed amendments to the Management
Fee Schedule , the Board , including a majority of the
Independent Trustees, concluded that the proposal, which would result
in a reduction in the management fee rate and the implementation of new fee
breakpoints, was in the best interest of each Fund's shareholders. Such
changes would reduce the management fees of each Fund without
reducing the services provided to each Fund. Thus, the Board , including
a majority of the Independent Trustees, voted to approve the submission
of the proposed amendments to the Management Fee Schedule to
shareholders of each Fund and recommend that shareholders vote FOR the
proposed amendments.
If the proposed changes to each Fund's Management Fee Schedule are
approved by shareholders, these changes will take effect on February 1,
1996 (or, if approved later, on the first business day of the first month
following approval) and will remain in effect through July 31, 1996 and
thereafter, but only as long as the continuance of each Management Contract
after such date is approved at least annually by (i) the vote, cast in
person at a meeting called for the purpose, of a majority of the
Independent Trustees and (ii) the vote of either a majority of the Board or
the vote of a majority of the outstanding voting securities of each Fund.
The shareholders of each Fund will vote separately on this Proposal. If the
proposed changes to the Management Fee Schedule are not approved with
respect to a Fund, that Fund's existing Management Fee Schedule will
continue in effect through July 31, 1996, and thereafter subject to
continuation by the Board.
Approval of the proposed amendments to the Management Fee Schedule
is contingent upon shareholder approval of P roposal 2 to
amend the fee schedule of each Fund's Distribution and Service Plan.
2. TO APPROVE AMENDMENTS TO THE FEE SCHEDULE OF EACH FUND'S
DISTRIBUTION AND SERVICE PLAN.
The Board , including a majority of the Independent Trustees,
has approved, and recommends that shareholders approve, amendments to the
fee schedule of each fund's Distribution and Service Plan ( each a "Plan"
or collectively, the "Plans").
Rule 12b-1 (the "Rule") promulgated under the 1940 Act provides that in
order for an investment company (e.g., a mutual fund) to act as a
distributor of its shares, a written plan "describing all material aspects
of the proposed financing of distribution" must be adopted by the
investment company. Pursuant to the Plans, FMR pays FDC a monthly 12b-1 fee
from fees collected pursuant to its Management Contract. FDC has entered
into a Distribution and Service Agent Agreement with Sterling Capital
Distributors, Inc. (Sterling) pursuant to which FDC pays these 12b-1 fees,
in full, to Sterling.
The proposed amendments to the fee schedule of each fund's Plan ("12b-1
Fee Schedule") would modify the amount that FMR pays to FDC, and
that FDC pays to Sterling, to provide for lower 12b-1 fee rates at
asset levels greater than $800 million. At asset levels up to $200 million,
however, the proposed amendments would provide for higher 12b-1
fee rates than those currently in effect under the Plans. No
other substantive changes to the Plans are proposed at this time.
The Plans for Cash Portfolio and Term Portfolio were originally approved
by shareholders at their June 28, 1983 and September 16, 1987 meetings,
respectively. Each Plan was last amended on December 12, 1990.
Under the Plans, FDC and its agent, Sterling, print and distribute
prospectuses and promotional literature, provide cash management advice
through financial management seminars and newsletters to local government
entities in North Carolina, maintain a local office, and maintain an
advisory board composed of local government financial officers. In
addition, Sterling assumes responsibility for certain shareholder servicing
functions under the Plans.
PROPOSED MODIFICATION OF 12B-1 FEE SCHEDULES. Copies of the
Forms of D istribution and S ervice P lan for each Fund,
with proposed amendments to the 12b-1 Fee Schedule, are attached to
this Proxy Statement as Exhibits 3 and 4 on pages and ,
respectively . Amendments to each Fund's Management Fee
Schedule have been approved by the Board, including a majority of
the Independent Trustees, and are also submitted for shareholder
approval. ( Please s ee Proposal 1.) In conjunction with
P roposal 1, which reduces each Fund's total expenses, the
proposed amendments to the 12b-1 Fee Schedule would restructure the
marginal 12b-1 fee rates by providing for increased 12b-1 fee rates
at asset levels up to $200 million. 12b-1 f ee rates would
remain unchanged for asset levels ranging from $200-$800 million and would
decrease for assets in excess of $800 million, as illustrated in the table
below.
Comparison of 12b-1 Fee Schedules
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Current Fee Schedule Proposed Fee Schedule
Average Net 12b-1 Fee Rate Average Net 12b-1 Fee Rate
Assets Assets
(In Millions) (In Millions)
$0 - 100 0 .140% $0 - 400 0 .160%
$100 - 200 0 .150% $400 - 800 0 .160%
$200 - 800 0 .160% $800 - 1,200 0 .160%
over $800 0 .170% $1,200 - 1,600 0 .160%
$1,600 - 2,000 0 .155%
over $2,000 0 .150%
</TABLE>
Approval of Proposal 2 will not increase the total
expenses of e ither F und because FDC, and then Sterling,
is paid by FMR from fees collected pursuant to FMR's
Management Contracts.
COMPARISON OF 12B-1 FEES. The following chart compares each Fund's 12b-1
fees under the terms of the current 12b-1 Fee Schedule for the
fiscal year ended June 30, 1995 to those fees the Funds would have
incurred if the proposed 12b-1 Fee Schedule had been in
effect during that period :
Comparison of 12b-1 Fees
Fiscal Year Ended 6/30/95
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<S> <C> <C> <C> <C>
Current As % of Proposed As % of
Fee F und's Fee F und's
Schedule Average Schedule Average
Net Assets Net Assets
Cash Portfolio $ 2,361,376 0.16 2 % $ 2,325,567 0.160 %
Term Portfolio $ 91,592 0.14 0 % $ 104,676 0.160 %
</TABLE>
MATTERS CONSIDERED BY THE BOARD. Factors considered by the Board, in
connection with its approval of the proposed amendments to the 12b-1 Fee
Schedule are summarized in the following paragraphs.
Circumstances Making Plans Necessary. The Board considered the nature and
cause of the circumstances which make continuance of the Plans necessary or
appropriate. The Board recognized that shares of each Fund must be sold to
the local treasurer or other financial officer in North Carolina. This
distribution function involves a substantial educational process against a
historical background of depositing these monies in local banks. In
addition, the Board noted that 20 North Carolina Administrative
Code (sub-section) 3.0703(h) requires the Funds to maintain at least
one office in the state for the convenience of their shareholders.
Accordingly, the Board believes circumstances necessitate a local
presence, as is provided by Sterling, for both the selling and ongoing
servicing activities of each Fund.
The Ways i n w hich the Plans Address s uch
Circumstances. The Board considered the ways in which the Plans would
address the circumstances described above, including the nature and
approximate amount of expenditures, the relationship of such expenditures
to the overall cost structure of the Funds; the nature of the anticipated
benefits, and the time it would take for those benefits to be achieved. The
Board concluded that Sterling provides the local identity, promotional
effort, educational and training activities, communications and servicing
which the Board continues to believe are necessary to successfully
market the Funds in North Carolina. In light of Sterling's successful
performance, the Board believes that the proposed changes to the
12b-1 Fee Schedule would benefit each Fund and its shareholders.
The Merits o f Possible Alternative Plans. The Board considered the
merits of other distribution plans. The Board acknowledged that
Sterling's local presence and ability to maintain or increase sales
of each Fund's shares in the North Carolina market are key benefits of the
Plans. Alternative arrangements which contemplated exclusive, or even
substantial, use of FDC's Boston or Southeast Regional personnel would not,
in the judgment of the Board , provide an opportunity for success.
Moreover, given the nature of the Trust, the Board believes that an
attempt to pay for selling expenses through a front-end or back-end sales
charge is not feasible.
R elationship b etween the Plans a nd the Activities
o f Other Persons Financing Distribution of the F unds' Shares.
The Board has considered the relationship between the Plans and the
activities of any other person who finances distribution of the Funds'
shares, including whether any payments made by the Funds to other persons
are made in such a manner as to constitute the indirect financing of
distribution by the Funds. The Board noted that FMR, through its Management
Contract s , was the only other party receiving payments from the
Funds. The Board believes the amounts FMR retains after payment of
12b-1 fees to FDC are fair and reasonable compensation for FMR's advisory
and management responsibilities and, other than pursuant to 12b-1
arrangements, do not involve the indirect financing of distribution
expenses. The Board noted that approval of Proposal 2
would reduce the amounts retained by FMR under its Management
Contract with each fund .
Benefits of the Plans t o Other Persons. The Board has
considered the possible benefits of the Plans to other persons relative to
those expected to inure to the Funds. T he Board acknowledged that as
the assets of each Fund increase, FMR and Sterling will benefit, since
FMR's and Sterling's compensation is based upon Fund asset levels, although
the rate of compensation received by those entities decreases as
Fund assets increase above specified breakpoints. The Board believes
that the fees payable to FMR and Sterling are fair and reasonable with
respect to the investment advisory and distribution services that
FMR and Sterling, respectively, provide to the Funds.
Effect o f t he Plans o n Existing Shareholders and
Whether t he Anticipated Benefits of the Plans h ave
b een Achieved. The Board considered the effect of the Plans on each
Fund's existing shareholders. The Board recognized that Sterling
serves existing shareholders by its local presence and provision of
facilities, personnel and shareholder services; marketing and promotional
activities; periodic newsletter; and advisory board organization and
participation. The Board also considered whether the anticipated benefits
of the Plans had materialized. The Board acknowledged that they had,
taking into account current and historical asset levels and the quality
of Sterling's services to the Funds .
Assistance f rom Independent Counsel o r Other Expert s .
The Board took into consideration the advice it received from independent
counsel with respect to the approval of the revised 12b-1 Fee
Schedule.
CONCLUSION. The Board , including a majority of the Independent
Trustees, voted to approve the submission of the proposed amendments to the
12b-1 Fee Schedule to shareholders of each fund and recommend that
shareholders vote FOR the proposed amendments . Although approval of
the proposed changes to the 12b-1 Fee Schedule would result in the
receipt by Sterling of higher 12b-1 fees for each F und at certain
asset levels, assuming both this proposal and Proposal 1 are approved,
each Fund's management fees would be reduced .
If the proposed changes to each 12b-1 Fee Schedule are approved by
shareholders, these changes will take effect on February 1, 1996 (or, if
approved later, on the first business day of the first month following
approval) and will remain in effect through July 31, 1996 and thereafter,
but only as long as the continuance of each Plan after such date is
approved at least annually by (i) the vote, cast in person at a meeting
called for the purpose, of a majority of the Independent Trustees and (ii)
the vote of either a majority of the Board or the vote of a majority of the
outstanding voting securities of each Fund. The shareholders of each Fund
will vote separately on this Proposal. If the proposed changes to the 12b-1
Fee Schedule are not approved with respect to a Fund, that Fund's existing
12b-1 Fee Schedule will continue in effect through July 31, 1996, and
thereafter subject to continuation by the Board.
Approval of the proposed amendments to the 12b-1 Fee Schedule is
contingent upon shareholder approval of Proposal 1 to amend the fee
schedule of each Fund's Management Contract.
3. TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT
ACCOUNTANTS OF THE TRUST.
By a vote of the Independent Trustees, the firm of Coopers & Lybrand
L.L.P. has been selected as independent accountants for the Trust to
sign or certify any financial statements of the Trust required by any law
or regulation to be certified by an independent accountant and filed
with the Securities and Exchange Commission (SEC) or any state. Pursuant to
the 1940 Act, such selection requires the ratification of shareholders. In
addition, as required by the 1940 Act, the vote of the Independent
Trustees is subject to the right of the Trust, by vote of a majority of
its outstanding voting securities at an y meeting called for the
purpose of voting on such action, to terminate such employment without
penalty.
Coopers & Lybrand L.L.P. has advised the Trust that it has no direct or
material indirect ownership interest in the Trust. The independent
accountants examine annual financial statements for each fund and provide
other audit , non-audit, and tax-related services. In recommending
the selection of the Trust's accountants, the Board's Audit
Committee reviewed the nature and scope of the services to be
provided (including non-audit services) and whether the performance of such
services would affect the accountants' independence.
Representatives of Coopers & Lybrand L.L.P. are not expected to be
present at the Meeting, but have been given the opportunity to make a
statement if they so desire and will be available should any matter arise
requiring their presence.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of
the persons therein designated.
MANAGEMENT CONTRACTS
Each Fund employs FMR to furnish investment advisory and other services.
Under its Management Contract with each Fund, FMR acts as investment
adviser and, subject to the supervision of the Board , directs the
investments of Term Portfolio in accordance with its investment objective,
policies and limitations. Under a separate sub-advisory agreement, between
FMR and FMR Texas, FMR Texas directs the investments of Cash Portfolio,
subject to the supervision by FMR. FMR also provides each Fund with all
necessary office facilities, equipment , and personnel for servicing
each Fund's investments, pays the salaries and fees of all officers of the
Trust who are also employees of FMR and all personnel of the Trust
(including each Fund) or of FMR performing services relating to
research, statistical , and investment activities.
In addition, FMR perform s , or arrange s for the performance
of, the management and administrative services necessary for the operation
of each Fund. FMR, subject to the supervision of the Board ,
perform s various services , which includ e providing
each Fund with office space, equipment , and facilities for
maintaining each Fund's organization; supervising relations with
depositories, custodians, transfer and pricing agents, accountants,
attorneys, underwriters, brokers and dealers, insurers , and other
persons deemed to be necessary or desirable; preparing all general
shareholder communications, including shareholder reports; conducting
shareholder relations; maintaining each Fund's existence and records;
and investigating the development of and developing and
implementing, if appropriate, management and shareholder services designed
to enhance the value or convenience of each Fund as an investment vehicle.
FMR pay s the following Fund fees and expenses: legal and
audit expenses; custodian, registrar , and transfer agent fees and
expenses; fees and expenses related to the registration and qualification
of the Trust and the Funds' shares for distribution under state and federal
securities laws; expenses of printing and mailing reports ,
notices , and proxy materials to shareholders of each Fund; all other
expenses incidental to holding meetings of the Funds' shareholders ;
a pro rata share, based on relative net assets of each Fund and other
registered investment companies having a dvisory and s ervice
or m anagement c ontracts with FMR , of 50% of insurance
premiums for fidelity and other coverage; its proportionate share of
association membership dues; expenses of typesetting for printing
p rospectuses and s tatements of a dditional
i nformation and supplements thereto; and, expenses of printing and
mailing p rospectuses and s tatements of a dditional
i nformation and supplements thereto to existing shareholders.
Each Fund pays all other expenses including, without
limitation, interest and taxes; brokerage commissions and other costs
in connection with the purchase or sale of securities and other investment
instruments; fees and expenses of the Independent Trustees; and such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits , or proceedings to which a Fund is a
party, and the legal obligation a Fund may have to indemnify the officers
and Trustees with respect to such litigation.
FMR is each Fund's manager pursuant to two separate Management
Contracts dated December 13, 1990, which were approved by each Fund's
shareholders at their December 12, 1990 meeting. At that meeting,
shareholders approved new breakpoints and percentages used to calculate the
management fee as well as the payment of a distribution and service fee out
of the management fee.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to a
number of investment companies. Information concerning the advisory fees,
net assets, and total expenses of funds with investment objectives similar
to the Funds and advised by FMR is contained in the Tables of Average Net
Assets and Expense Ratios ( Exhibits 5 and 6), beginning on
pages and 41, respectively.
FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks, including
the custodian banks of certain of the funds advised by FMR. Those
transactions which have occurred to date have included mortgages and
personal and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board; J.
Gary Burkhead, President; and Peter S. Lynch, Vice Chairman. Messrs. J.
Gary Burkhead, William L. Byrnes, John H. Costello, Fred L. Henning,
Jr., Curtis Hollingsworth, Arthur S. Loring, Thomas D. Maher, David
H. Potel, Kenneth A. Rathgeber, Leonard M. Rush, and Burnell R.
Stehman, are currently officers of the Funds or of the Trust and officers
or employees of FMR or FMR Corp. With the exception of M essrs .
Byrnes, Costello, Maher, Rathgeber, and Rush, all of these
persons are stockholders of FMR Corp. The principal business address of
each of the Directors of FMR is 82 Devonshire Street, Boston, Massachusetts
02109.
All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on
October 31, 1972. Members of Mr. Edward C. Johnson 3d's family are the
predominant owners of a class of shares of common stock, representing
approximately 49% of the voting power of FMR Corp., and, therefore, under
the 1940 Act may be deemed to form a controlling group with respect to FMR
Corp.
During the period July 1, 1994 through September 30, 1995, the following
transactions were entered into by Trustees of the Trust or the Directors of
FMR involving more than 1% of the voting common, non-voting common and
equivalent stock, or preferred stock of FMR Corp. Mr. Edward C. Johnson 3d
converted 2,064 shares of voting common stock into 2,064 shares of
non-voting common stock. Mr. Peter S. Lynch exchanged 484 shares of
non-voting common stock for 484 shares of Class A voting common stock.
ACTIVITIES AND MANAGEMENT OF FMR TEXAS
FMR Texas is a wholly owned subsidiary of FMR formed in 1989 to provide
portfolio management services to Fidelity's money market funds and
investment advice with respect to money market instruments.
The Directors of FMR Texas are Edward C. Johnson 3d, Chairman, and J. Gary
Burkhead, President. Mr. Edward C. Johnson 3d also is President and a
Trustee of other funds advised by FMR; Chairman, Chief Executive Officer,
and a Director of FMR Corp.; Chairman of the Board and of the Executive
Committee of FMR; a Director of FMR; and Chairman and Director of Fidelity
Management & Research (U.K.) Inc. and Fidelity Management & Research (Far
East) Inc. In addition, Mr. J. Gary Burkhead is Senior Vice President of
the Funds and of other funds advised by FMR; a Director of FMR Corp.;
President of FMR; and President and Director of FMR U.K. and FMR Far
East. Each of the Directors are stockholders of FMR Corp. The principal
business address of each of the Directors is 82 Devonshire Street, Boston,
Massachusetts 02109 .
FUND TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each Fund by FMR pursuant to authority contained in each
Fund's Management Contract , or on behalf of Cash Portfolio, by FMR Texas
pursuant to Cash Portfolio's Sub-Advisory Agreement with FMR
Texas.
FMR may place agency transactions with Fidelity Brokerage Services, Inc.
(FBSI) and Fidelity Brokerage Services (FBS), subsidiaries of FMR Corp., if
the commissions are fair, reasonable, and comparable to commissions charged
by non-affiliated, qualified brokerage firms for similar services.
For the fiscal year ended June 30, 1995, the Fund s paid no
brokerage commissions to affiliated brokers.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The Trust does not hold annual shareholder meetings , but may hold them
from time to time . Shareholders wishing to submit proposals for
inclusion in a proxy statement for a subsequent shareholder meeting should
send their written proposals to the Secretary of the Trust, 82 Devonshire
Street, Boston, Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Trust by calling Sterling Capital Distributors, Inc.
toll-free at (800) 222-3232 or locally at (704) 372-8798, whether other
persons are beneficial owners of shares for which proxies are being
solicited and if so, the number of copies of the Proxy Statement and Annual
Reports you wish to receive in order to supply copies to the beneficial
owners of shares.
EXHIBIT 1
FORM OF
MANAGEMENT CONTRACT
BETWEEN
THE NORTH CAROLINA [CASH] ((CAPITAL)) MANAGEMENT TRUST:
CASH PORTFOLIO
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this [13th] ((____)) day of [December,
1990](( ________, ____,)) by and between The North Carolina [Cash]
((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").
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Trust's Board of Trustees, direct the investments of the Portfolio
in accordance with the investment objective, policies and limitations as
provided in the Portfolio's prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Trust who are also employees of the Adviser and
of all personnel of the Trust or the Adviser performing services relating
to research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and
other securities and investment instruments on behalf of the Portfolio. The
investment policies and all other actions of the Portfolio are and shall at
all times be subject to the control and direction of the Trust's Board of
Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance of) the management and administrative services necessary for
the operation of the Portfolio. The Adviser shall, subject to the
supervision of the Board of Trustees, perform various services for the
Portfolio, including but not limited to: (i) providing the Portfolio with
office space, equipment and facilities (which may be its own) for
maintaining its organization; (ii) on behalf of the Portfolio, supervising
relations with, and monitoring the performance of custodians, depositories,
transfer and pricing agents, accountants, attorneys, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to be
necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (iv) conducting shareholder
relations; (v) maintaining the Portfolio's existence and its records; and
(vi) investigating the development of and developing and implementing, if
appropriate, management and shareholder services designed to enhance the
value or convenience of the Portfolio as an investment vehicle. The Adviser
also shall pay the following Portfolio fees and expenses: (i) legal and
audit expenses; (ii) custodian, registrar and transfer agent fees and
expenses; (iii) fees and expenses related to the registration and
qualification of the Trust and the Portfolio's shares for distribution
under state and federal securities laws; (iv) expenses of printing and
mailing reports and notices and proxy material to shareholders of the
Portfolio; (v) all other expenses incidental to holding meetings of the
Portfolio's shareholders, including proxy solicitations therefor; (vi) a
pro rata share, based on relative net assets of the Portfolio and other
registered investment companies having Advisory and Service or Management
Contracts with the Adviser, of 50% of insurance premiums for fidelity and
other coverage; (vii) its proportionate share of association membership
dues; (viii) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; and (ix)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Portfolio as the Trust's Board of Trustees may request from
time to time or as the Adviser may deem to be desirable. The Adviser shall
make recommendations to the Trust's Board of Trustees with respect to
Portfolio policies, and shall carry out such policies as are adopted by the
Trustees. The Adviser shall, subject to review by the Board of Trustees,
furnish such other services as the Adviser shall from time to time
determine to be necessary or useful to perform its obligations under this
Contract.
(c) The Adviser, at its own expense, shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the Adviser, which may include brokers or
dealers affiliated with the Adviser. The Adviser shall use its best efforts
to seek to execute portfolio transactions at prices which are advantageous
to the Portfolio and at commission rates which are reasonable in relation
to the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who
also provide brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio
and/or the other accounts over which the Adviser or its affiliates exercise
investment discretion. The Adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the Adviser and its affiliates have
with respect to accounts over which they exercise investment discretion.
The Trustees of the Trust shall periodically review the commissions paid by
the Portfolio to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits to the
Portfolio.
(d) The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Trust are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Trust, and that
the Adviser may be or become interested in the Portfolio as a shareholder
or otherwise.
3. For the services and facilities to be furnished hereunder, the Adviser
shall receive a management fee paid monthly based upon the average daily
net assets of the Portfolio (computed in the manner set forth in the
Declaration of Trust) throughout the month. The fee shall be payable as
soon as practicable after the last day of each month at an annual rate
determined as set forth below. The fee rate shall be determined on a
cumulative basis pursuant to the following schedule:
The Annual Fee Rate Is
<TABLE>
<CAPTION>
<S> <C> <C>
On average daily net assets of the [0.410%] ((0.365%))
Portfolio through [$100] (($400)) million
On average daily net assets in excess of [0.400%] ((0.360%))
[$100] (($400)) million through [$200]
(($800)) million
On average daily net assets in excess of [0.390%] ((0.355%))
[$200] (($800)) million through [$800]
(($1.2)) billion
((ON AVERAGE DAILY NET ASSETS IN ((0.350%))
EXCESS OF $1.2 BILLION THROUGH $1.6
BILLION))
On average daily net assets in excess of [0.380%] ((0.340%))
[$800] (($1.6)) billion ((THROUGH $2.0
BILLION))
((ON AVERAGE DAILY NET ASSETS IN ((0.330%))
EXCESS OF $2.0 BILLION))
</TABLE>
provided that the fee so computed shall be reduced by the compensation,
including reimbursement of expenses, paid by the Portfolio to those
Trustees of the Trust who are not "interested persons" of the Trust or the
Adviser. In the case of initiation or termination of this Contract during
any month, the fee for that month shall be reduced proportionately on the
basis of the number of business days during which it is in effect and the
fee computed upon the average net assets for the business days it is so in
effect for that month.
4. It is understood that the Portfolio will pay all its expenses other
than those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Trust's Trustees other than
those who are "interested persons" of the Trust or the Adviser; and (iv)
such non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Trust's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31,
[1991] ((1996)) , and indefinitely thereafter, but only so
long as the continuance after such date shall be specifically approved at
least annually by vote of the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Portfolio to be authorized by vote of a majority of the
outstanding voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Trust who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Trust's Declaration of Trust and
agrees that the obligations assumed by the Trust pursuant to this Contract
shall be limited in all cases to the Portfolio and its assets, and the
Adviser shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio or any other Portfolios of
the Trust. In addition, the Adviser shall not seek satisfaction of any such
obligations from the Trustees or any individual Trustee. The Adviser
understands that the rights and obligations of any Portfolio under the
Declaration of Trust are separate and distinct from those of any and all
other Portfolios.
8. The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
THE NORTH CAROLINA [CASH] ((CAPITAL))
MANAGEMENT TRUST
on behalf of Cash Portfolio
SEAL By
FIDELITY MANAGEMENT & RESEARCH COMPANY
SEAL By
EXHIBIT 2
FORM OF
MANAGEMENT CONTRACT
between
THE NORTH CAROLINA [CASH] ((CAPITAL)) MANAGEMENT TRUST:
TERM PORTFOLIO
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this [13th] ((____)) day of [December, 1990]
((________, ____,)) by and between The North Carolina [Cash]
((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").
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Trust's Board of Trustees, direct the investments of the Portfolio
in accordance with the investment objective, policies and limitations as
provided in the Portfolio's prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Trust who are also employees of the Adviser and
of all personnel of the Trust or the Adviser performing services relating
to research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and
other securities and investment instruments on behalf of the Portfolio. The
investment policies and all other actions of the Portfolio are and shall at
all times be subject to the control and direction of the Trust's Board of
Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance of) the management and administrative services necessary for
the operation of the Portfolio. The Adviser shall, subject to the
supervision of the Board of Trustees, perform various services for the
Portfolio, including but not limited to: (i) providing the Portfolio with
office space, equipment and facilities (which may be its own) for
maintaining its organization; (ii) on behalf of the Portfolio, supervising
relations with, and monitoring the performance of custodians, depositories,
transfer and pricing agents, accountants, attorneys, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to be
necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (iv) conducting shareholder
relations; (v) maintaining the Portfolio's existence and its records; and
(vi) investigating the development of and developing and implementing, if
appropriate, management and shareholder services designed to enhance the
value or convenience of the Portfolio as an investment vehicle. The Adviser
also shall pay the following Portfolio fees and expenses: (i) legal and
audit expenses; (ii) custodian, registrar and transfer agent fees and
expenses; (iii) fees and expenses related to the registration and
qualification of the Trust and the Portfolio's shares for distribution
under state and federal securities laws; (iv) expenses of printing and
mailing reports and notices and proxy material to shareholders of the
Portfolio; (v) all other expenses incidental to holding meetings of the
Portfolio's shareholders, including proxy solicitations therefor; (vi) a
pro rata share, based on relative net assets of the Portfolio and other
registered investment companies having Advisory and Service or Management
Contracts with the Adviser, of 50% of insurance premiums for fidelity and
other coverage; (vii) its proportionate share of association membership
dues; (viii) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; and (ix)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Portfolio as the Trust's Board of Trustees may request from
time to time or as the Adviser may deem to be desirable. The Adviser shall
make recommendations to the Trust's Board of Trustees with respect to
Portfolio policies, and shall carry out such policies as are adopted by the
Trustees. The Adviser shall, subject to review by the Board of Trustees,
furnish such other services as the Adviser shall from time to time
determine to be necessary or useful to perform its obligations under this
Contract.
(c) The Adviser, at its own expense, shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the Adviser, which may include brokers or
dealers affiliated with the Adviser. The Adviser shall use its best efforts
to seek to execute portfolio transactions at prices which are advantageous
to the Portfolio and at commission rates which are reasonable in relation
to the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who
also provide brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio
and/or the other accounts over which the Adviser or its affiliates exercise
investment discretion. The Adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the Adviser and its affiliates have
with respect to accounts over which they exercise investment discretion.
The Trustees of the Trust shall periodically review the commissions paid by
the Portfolio to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits to the
Portfolio.
(d) The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Trust are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Trust, and that
the Adviser may be or become interested in the Portfolio as a shareholder
or otherwise.
3. For the services and facilities to be furnished hereunder, the Adviser
shall receive a management fee paid monthly based upon the average daily
net assets of the Portfolio (computed in the manner set forth in the
Declaration of Trust) throughout the month. The fee shall be payable as
soon as practicable after the last day of each month at an annual rate
determined as set forth below. The fee rate shall be determined on a
cumulative basis pursuant to the following schedule:
The Annual Fee Rate Is
<TABLE>
<CAPTION>
<S> <C> <C>
On average daily net assets of the [0.410%] ((0.365%))
Portfolio through [$100] (($400)) million
On average daily net assets in excess of [0.400%] ((0.360%))
[$100] (($400)) million through [$200]
(($800)) million
On average daily net assets in excess of [0.390%] ((0.355%))
[$200](($800)) million through [$800]
(($1.2)) billion
((ON AVERAGE DAILY NET ASSETS IN ((0.350%))
EXCESS OF $1.2 BILLION THROUGH $1.6
BILLION))
On average daily net assets in excess of [0.380%] ((0.340%))
[$800] (($1.6)) billion ((THROUGH $2.0
BILLION))
((ON AVERAGE DAILY NET ASSETS IN ((0.330%))
EXCESS OF $2.0 BILLION))
</TABLE>
provided that the fee so computed shall be reduced by the compensation,
including reimbursement of expenses, paid by the Portfolio to those
Trustees of the Trust who are not "interested persons" of the Trust or the
Adviser. In the case of initiation or termination of this Contract during
any month, the fee for that month shall be reduced proportionately on the
basis of the number of business days during which it is in effect and the
fee computed upon the average net assets for the business days it is so in
effect for that month.
4. It is understood that the Portfolio will pay all its expenses other
than those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Trust's Trustees other than
those who are "interested persons" of the Trust or the Adviser; and (iv)
such non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Trust's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31,
[1991] ((1996)) , and indefinitely thereafter, but only so
long as the continuance after such date shall be specifically approved at
least annually by vote of the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Portfolio to be authorized by vote of a majority of the
outstanding voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Trust who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Trust's Declaration of Trust and
agrees that the obligations assumed by the Trust pursuant to this Contract
shall be limited in all cases to the Portfolio and its assets, and the
Adviser shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio or any other Portfolios of
the Trust. In addition, the Adviser shall not seek satisfaction of any such
obligations from the Trustees or any individual Trustee. The Adviser
understands that the rights and obligations of any Portfolio under the
Declaration of Trust are separate and distinct from those of any and all
other Portfolios.
8. The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
THE NORTH CAROLINA [CASH] ((CAPITAL))
MANAGEMENT TRUST
on behalf of term Portfolio
SEAL By
FIDELITY MANAGEMENT & RESEARCH COMPANY
SEAL By
EXHIBIT 3
FORM OF
THE NORTH CAROLINA [CASH] ((CAPITAL)) MANAGEMENT TRUST:
CASH PORTFOLIO DISTRIBUTION AND SERVICE PLAN
THIS PLAN made as of the [13th] ((____)) day of [December ,
1990] ((_______,___,)) by and between THE NORTH CAROLINA [CASH]
((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, 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");
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the Investment Company
Act of 1940 (the "Act"); and
WHEREAS, the Trust intends to distribute the Portfolio's shares of
beneficial interest ("shares") in accordance with Rule 12b-1 under the Act,
and desires to adopt a Distribution and Service Plan pursuant to such Rule,
and the Board of Trustees of the Trust has determined that there is a
reasonable likelihood that this will benefit the Portfolio and its
shareholders; and
WHEREAS, the Trust desires to increase the level of shareholder services
provided within the State of North Carolina, and the Board of Trustees has
determined that there is a reasonable likelihood that such in-state service
will benefit the Portfolio and its shareholders; and
WHEREAS, the Trust desires to retain the Distributor to provide, or secure
the provision of through an agent(s), facilities and personnel and to
render services with respect to the Portfolio in accordance with such
Distribution and Service Plan in the manner and on the terms and conditions
hereinafter set forth; and
WHEREAS, the Trust understands that the Distributor has retained the
services of Sterling Capital Distributors, Inc. ("Sterling"), a corporation
organized and existing under the laws of the State of North Carolina, as
its agent to perform or provide various of the facilities, personnel and
services described herein:
NOW, THEREFORE, the Trust hereby adopts a Distribution and Service Plan on
behalf of the Portfolio in accordance with Rule 12b-1 under the Act, and
the parties hereto agree to the following terms and conditions of the Plan:
1. Subject to the supervision of the Board of Trustees, the Trust hereby
retains the Distributor to provide facilities, personnel and a program with
respect to the marketing and promotional activities of the Portfolio (the
"Distribution Services"). Without limiting the generality of the foregoing,
the Distributor shall be responsible for, and shall accomplish itself,
through its affiliates, or through its agent, Sterling, the following: (i)
formulate and implement marketing and promotional activities, including but
not limited to direct mail promotions, regional orientation meetings and
financial management seminars; (ii) prepare and contract for printing of a
periodic newsletter and the mailing and distribution thereof, such
newsletter to be distributed to potential and participating local units and
to provide information regarding the Portfolio and items of technical and
general interest to local treasurers and/or other financial officials;
(iii) provide office space and equipment, telephone facilities and
dedicated personnel as necessary to provide the services hereunder; (iv)
arrange and contract for the preparation and printing of sales literature
and seminar materials and the mailing and distribution thereof; (v) bear
the expenses of printing (not including typesetting) and distributing
Prospectuses and Statements of Additional Information to other than
existing shareholders; (vi) obtain, evaluate and provide to the Portfolio
such information, analyses and opinions with respect to marketing and
promotional activities as the Portfolio may, from time to time, reasonably
request; and (vii) organize and maintain a Trust advisory board comprised
of local government financial officials. Such board shall meet at least
semi-annually with a primary purpose of providing a representative review
of Trust, Distributor or Sterling service initiatives, as well as providing
an informal communication device between shareholders and the Trust. The
Board shall not be responsible for providing any advice with respect to
investment matters.
2. Subject to the supervision of the Board of Trustees, the Distributor
shall also facilitate and coordinate a program whereby certain shareholder
servicing functions (the "Shareholder Services") are provided by the
Distributor, its affiliates, or its agent, Sterling, within the boundaries
of the S tate of North Carolina. Such program shall be undertaken in
conjunction with the Trust's transfer agent, and shall be subject to such
controls, provisions and procedures as shall be satisfactory to
Distributors and said transfer agent. To the extent deemed practicable by
the Distributor, such program shall provide for the following functions and
services to be performed, in whole or in part, in North Carolina: (i)
establishment, maintenance and close-out of shareholder accounts; (ii)
shareholder inquiry, communication and problem resolution services; (iii)
completion of shareholder audit confirmations; (iv) receipt of orders for
transactions in shares of the Portfolio, and timely conveyance of such
orders to the Trust or its transfer agent; and (v) such concomitant duties
as are deemed appropriate by the Distributor.
3. The Distributor, its affiliates or its agent(s) shall directly bear all
costs of rendering the services to be performed under this Plan, including
but not limited to the compensation of personnel necessary to provide such
services, and all other costs for travel, office space, facilities,
equipment, printing, telephone service, heat, light, power and other
utilities.
4. The Portfolio shall, from time to time, furnish or otherwise make
available to the Distributor such financial reports, proxy statements and
other information relating to the business and affairs of the Portfolio as
the Distributor may reasonably require in order to discharge its duties and
obligations hereunder.
5. The Adviser agrees to pay the Distributor as soon as practicable after
the end of each month and the Distributor agrees to accept, as full
compensation for all services and facilities to be provided hereunder, a
fee based on the monthly average of the net assets of the Portfolio
determined as of the close of business on each business day throughout the
month. The fee shall be payable by the Adviser from the Management Fee paid
to the Adviser by the Portfolio pursuant to the Management Contract dated
[December 13, 1990] ((___________)) between the Adviser and the Portfolio.
The fee due the Distributor shall be payable at an annual rate determined
on a cumulative basis pursuant to the following schedule:
The Annual Fee Rate Is
<TABLE>
<CAPTION>
<S> <C> <C>
On the first [$100] (($400)) million of [0.140%] ((0.160%))
average daily net assets
On average daily net assets in excess of [0.150%] ((0.160%))
[$100] (($400)) million to [$200 million]
(($800 MILLION))
On average daily net assets in excess of [0.160%] ((0.160%))
[$200] (($800)) million to [$800 million]
(($1.2 BILLION))
On average daily net assets in excess of [0.170%] ((0.160%))
[$800 million] (($1.2 BILLION TO $1.6
BILLION))
((ON AVERAGE DAILY NET ASSETS IN ((0.155%))
EXCESS OF $1.6 BILLION TO $2.0 BILLION))
((ON AVERAGE DAILY NET ASSETS IN ((0.150%))
EXCESS OF $2.0 BILLION))
</TABLE>
All parties to this Plan understand that the agreement between the
Distributor and its agent, Sterling, will provide for a full pass-through
to Sterling of the fees payable hereunder, such payments by the Distributor
to Sterling to be made in consideration of Sterling's responsibilities
under its agreement with the Distributor. The Distributor, in consultation
with Sterling, reserves the right to reduce or waive the distribution fee
from time to time.
If this Plan becomes effective subsequent to the first day of a month or
shall terminate before the last day of a month, compensation for the part
of the month the Plan is in effect shall be prorated based on the number of
business days during such month that this Plan was in effect.
6. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws, or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or relieve or deprive the Board of Trustees of the Trust
of the responsibility for and control of the conduct of the affairs of the
Portfolio.
7. This Plan shall become effective upon approval by a vote of at least a
"majority of the outstanding voting securities of the Portfolio," and upon
approval by a vote of the Trustees of the Trust, and of the Trustees who
are not "interested persons" of the Trust and who have no direct or
indirect financial interest in the operation of this Plan or in any
agreements related to the Plan, cast in person at a meeting called for the
purpose of voting on this Plan. For the purposes of this Plan, the terms
"interested persons" and "majority of the outstanding voting securities of
the Portfolio" are used as defined in the Act.
8. This Plan shall remain in effect until July 31, [1991]
((1996)) , and from year to year thereafter, provided, however,
that such continuance is subject to approval annually by a vote of the
Trustees of the Trust and of the Trustees who are not interested persons of
the Trust, and who have no direct or indirect financial interest in the
operation of this Plan or in any agreements related to the Plan, cast in
person at a meeting called for the purpose of voting on this Plan. If such
annual approval is not obtained, the Plan shall expire 12 months after the
date of the last approval. This Plan may be amended at any time by the
Board of Trustees provided that (a) any amendment to increase materially
the amount to be spent for the services described herein shall be effective
only upon approval by a vote of a majority of the outstanding shares of the
Portfolio, and (b) any material amendments of this Plan shall be effective
only upon approval in the manner provided in the first sentence in this
paragraph.
9. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest
in the operation of this Plan or in any agreements related to this Plan, or
by a vote of a majority of the outstanding voting securities of the
Portfolio.
10. Nothing herein contained shall limit the freedom of the Distributor or
any "affiliated person," as defined in the Act, to render investment
supervisory and corporate administrative services to other investment
companies, to act as distributor, adviser or investment counselor to other
persons, firms or corporations and to engage in other business activities.
11. Neither the Distributor nor any of its employees or agents are
authorized to make any representations with respect to the sale of shares
except those contained in the then current Prospectus and Statement of
Additional Information of the Portfolio.
12. The provisions of this Paragraph 12 shall be applicable only with
respect to the provision of Distribution Services. The provision of
Shareholder Services shall not be affected by this Paragraph 12, but shall
be governed by the provisions of Paragraph 13, below. The Portfolio will
indemnify and hold the Distributor harmless from judgments against the
Distributor resulting from specific acts or omissions in the performance of
Distribution Services under this Plan which are the result of written
instructions of a majority of the Board of Trustees of the Trust, so long
as there is an express finding that such acts or omissions did not
constitute willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties or a breach of fiduciary duty. The Portfolio shall
similarly indemnify and hold harmless any agent of the Distributor with
respect to such judgments against the agent resulting from specific acts or
omissions in the performance of Distribution Services under this Plan which
are the result of written instructions of a majority of the Board of
Trustees of the Trust, so long as there is an express finding that such
acts or omissions did not constitute willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties or a breach of fiduciary
duty. No provision of this Paragraph 12 shall be deemed to protect the
Distributor or an agent against any liability to the Portfolio or its
shareholders to which it might otherwise be subject by reason of any
willful misfeasance, bad faith or gross negligence in the performance of
its Distribution Services duties or the reckless disregard of its
Distribution Services obligations under this Plan. No provision hereof
shall be deemed to protect any Trustee or officer of the Trust against any
such liability to which he might otherwise be subject by reason of any
willful misfeasance, bad faith or gross negligence in the performance of
his duties or the reckless disregard of his obligation.
13. The provisions of this Paragraph 13 shall be applicable only with
respect to the provision of Shareholder Services. The provision of
Distribution Services shall not be affected by this Paragraph 13, but shall
be governed by the provisions of Paragraph 12, above.
A. The Trust shall indemnify and hold the Distributor harmless against
any losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other than
the Trust, including by a shareholder, which names the Distributor and/or
the Trust as a party and is not based on and does not result from the
Distributor's willful misfeasance, bad faith or negligence or reckless
disregard of duties, and arises out of or in connection with the
Distributor's performance hereunder; or
(2) any claim, demand, action or suit (except to the extent contributed
to by the Distributor's willful misfeasance, bad faith or negligence or
reckless disregard of duties) which results from the negligence of the
Trust, or from the Distributor's acting upon any instruction(s) reasonably
believed by it to have been executed or communicated by any person duly
authorized by the Trust, or as a result of the Distributor's acting in
reliance upon advice reasonably believed by the Distributor to have been
given by counsel for the Trust.
B. The Distributor shall indemnify and hold the Trust harmless against
any losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit
brought by any person other than the Distributor, which names the Trust
and/or the Distributor as a party and is based upon and arises out of acts,
errors or omissions of the Distributor constituting negligence, lack of
good faith or willful misconduct in the performance of the Distributor's
Shareholder Service duties under this Agreement.
14. In the event that either party requests the other to indemnify or hold
it harmless hereunder, the party requesting indemnification (the
"Indemnified Party") shall inform the other party (the "Indemnifying
Party") of the relevant facts known to Indemnified Party concerning the
matter in question. The Indemnified Party shall use reasonable care to
identify and promptly to notify the Indemnifying Party concerning any
matter which presents, or appears likely to present, a claim for
indemnification. The Indemnifying Party shall have the election of
defending the Indemnified Party against any claim which may be the subject
of indemnification or of holding the Indemnified Party harmless hereunder.
In the event the Indemnifying Party so elects, it will so notify the
Indemnified Party and thereupon the Indemnifying Party shall take over
defense of the claim and, if so requested by the Indemnifying Party, the
Indemnified Party shall incur no further legal or other expenses related
thereto for which it shall be entitled to indemnity or to being held
harmless hereunder; provided, however, that nothing herein shall prevent
the Indemnified Party from retaining counsel at its own expense to defend
any claim. Except with the Indemnifying Party's prior written consent, the
Indemnified Party shall in no event confess any claim or make any
compromise in any matter in which the Indemnifying Party will be asked to
indemnify or hold Indemnified Party harmless hereunder.
15. The Distributor shall provide the Trust, for review by its Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended pursuant to the Plan and the purposes for
which such expenditures were made. Such written report shall be in a form
satisfactory to the Trust and shall supply all information necessary for
the Board to discharge its responsibilities, including its responsibilities
pursuant to Rule 12b-1.
16. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Trust shall be committed to the
discretion of the Trustees who are not interested persons.
17. The Trust shall preserve copies of this Plan and any agreements
related to and all reports made pursuant to Section 15 hereof, for a period
of not less than six years from the date of this Plan or any such report,
as the case may be, the first two years in an easily accessible place.
18. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the Act. To
the extent the applicable law of the Commonwealth of Massachusetts or any
of the provisions herein conflict with the applicable provisions of the
Act, the latter shall control.
19. The Distributor is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Trust's Declaration of Trust and
agrees that the obligations assumed by the Trust pursuant to this Plan and
any agreements related to this Plan shall be limited in all cases to the
Portfolio and its assets, and neither the Distributor nor its agents shall
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. In addition, neither the Distributor nor its
agents shall seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Distributor understands that the rights and
obligations of any series of the Trust under the Trust's Declaration of
Trust are separate and distinct from those of any and all other series.
20. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise the remainder of the Plan shall not be
affected thereby.
THE NORTH CAROLINA [CASH] ((CAPITAL))
MANAGEMENT TRUST
on behalf of Cash Portfolio
By
FIDELITY MANAGEMENT & RESEARCH COMPANY
By
FIDELITY DISTRIBUTORS CORPORATION
By
EXHIBIT 4
FORM OF
THE NORTH CAROLINA [CASH] ((CAPITAL)) MANAGEMENT TRUST:
TERM PORTFOLIO DISTRIBUTION AND SERVICE PLAN
THIS PLAN made as of the [13th] ((____)) day of [December,
1990] ((__________,____,)) by and between THE NORTH CAROLINA
[CASH] ((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"):
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the Investment Company
Act of 1940 (the "Act"); and
WHEREAS, the Trust intends to distribute the Portfolio's shares of
beneficial interest ("shares") in accordance with Rule 12b-1 under the Act,
and desires to adopt a Distribution and Service Plan pursuant to such Rule,
and the Board of Trustees of the Trust has determined that there is a
reasonable likelihood that this will benefit the Portfolio and its
shareholders; and
WHEREAS, the Trust desires to increase the level of shareholder services
provided within the State of North Carolina, and the Board of Trustees has
determined that there is a reasonable likelihood that such in-state service
will benefit the Portfolio and its shareholders; and
WHEREAS, the Trust desires to retain the Distributor to provide, or secure
the provision of through an agent(s), facilities and personnel and to
render services with respect to the Portfolio in accordance with such
Distribution and Service Plan in the manner and on the terms and conditions
hereinafter set forth; and
WHEREAS, the Trust understands that the Distributor has retained the
services of Sterling Capital Distributors, Inc. ("Sterling"), a corporation
organized and existing under the laws of the State of North Carolina, as
its agent to perform or provide various of the facilities, personnel and
services described herein:
NOW, THEREFORE, the Trust hereby adopts a Distribution and Service Plan on
behalf of the Portfolio in accordance with Rule 12b-1 under the Act, and
the parties hereto agree to the following terms and conditions of the Plan:
1. Subject to the supervision of the Board of Trustees, the Trust hereby
retains the Distributor to provide facilities, personnel and a program with
respect to the marketing and promotional activities of the Portfolio (the
"Distribution Services"). Without limiting the generality of the foregoing,
the Distributor shall be responsible for, and shall accomplish itself,
through its affiliates, or through its agent, Sterling, the following: (i)
formulate and implement marketing and promotional activities, including but
not limited to direct mail promotions, regional orientation meetings and
financial management seminars; (ii) prepare and contract for printing of a
periodic newsletter and the mailing and distribution thereof, such
newsletter to be distributed to potential and participating local units and
to provide information regarding the Portfolio and items of technical and
general interest to local treasurers and/or other financial officials;
(iii) provide office space and equipment, telephone facilities and
dedicated personnel as necessary to provide the services hereunder; (iv)
arrange and contract for the preparation and printing of sales literature
and seminar materials and the mailing and distribution thereof; (v) bear
the expenses of printing (not including typesetting) and distributing
Prospectuses and Statements of Additional Information to other than
existing shareholders; (vi) obtain, evaluate and provide to the Portfolio
such information, analyses and opinions with respect to marketing and
promotional activities as the Portfolio may, from time to time, reasonably
request; and (vii) organize and maintain a Trust advisory board comprised
of local government financial officials. Such board shall meet at least
semi-annually with a primary purpose of providing a representative review
of Trust, Distributor or Sterling service initiatives, as well as providing
an informal communication device between shareholders and the Trust. The
Board shall not be responsible for providing any advice with respect to
investment matters.
2. Subject to the supervision of the Board of Trustees, the Distributor
shall also facilitate and coordinate a program whereby certain shareholder
servicing functions (the "Shareholder Services") are provided by the
Distributor, its affiliates, or its agent, Sterling, within the boundaries
of the S tate of North Carolina. Such program shall be undertaken in
conjunction with the Trust's transfer agent, and shall be subject to such
controls, provisions and procedures as shall be satisfactory to
Distributors and said transfer agent. To the extent deemed practicable by
the Distributor, such program shall provide for the following functions and
services to be performed, in whole or in part, in North Carolina: (i)
establishment, maintenance and close-out of shareholder accounts; (ii)
shareholder inquiry, communication and problem resolution services; (iii)
completion of shareholder audit confirmations; (iv) receipt of orders for
transactions in shares of the Portfolio, and timely conveyance of such
orders to the Trust or its transfer agent; and (v) such concomitant duties
as are deemed appropriate by the Distributor.
3. The Distributor, its affiliates or its agent(s) shall directly bear all
costs of rendering the services to be performed under this Plan, including
but not limited to the compensation of personnel necessary to provide such
services, and all other costs for travel, office space, facilities,
equipment, printing, telephone service, heat, light, power and other
utilities.
4. The Portfolio shall, from time to time, furnish or otherwise make
available to the Distributor such financial reports, proxy statements and
other information relating to the business and affairs of the Portfolio as
the Distributor may reasonably require in order to discharge its duties and
obligations hereunder.
5. The Adviser agrees to pay the Distributor as soon as practicable after
the end of each month and the Distributor agrees to accept, as full
compensation for all services and facilities to be provided hereunder, a
fee based on the monthly average of the net assets of the Portfolio
determined as of the close of business on each business day throughout the
month. The fee shall be payable by the Adviser from the Management Fee paid
to the Adviser by the Portfolio pursuant to the Management Contract dated
[December 13, 1990] ((___________)) between the Adviser and the
Portfolio. The fee due the Distributor shall be payable at an annual rate
determined on a cumulative basis pursuant to the following schedule:
The Annual Fee Rate Is
<TABLE>
<CAPTION>
<S> <C> <C>
On the first [$100] (($400)) million of [0.410%] ((0.160%))
average daily net assets
On average daily net assets in excess of [0.150%] ((0.160%))
[$100] (($400)) million to [$200 million]
(($800 MILLION))
On average daily net assets in excess of [0.160%] ((0.160%))
[$200] (($800)) million to [$800 million]
(($1.2 BILLION))
On average daily net assets in excess of [0.170%] ((0.160%))
(($800 million)) (($1.2 BILLION THROUGH
$1.6 BILLION))
((ON AVERAGE DAILY NET ASSETS IN ((0.155%))
EXCESS OF $1.6 BILLION TO $2.0 BILLION))
((ON AVERAGE DAILY NET ASSETS IN ((0.150%))
EXCESS OF $2.0 BILLION))
</TABLE>
All parties to this Plan understand that the agreement between the
Distributor and its agent, Sterling, will provide for a full pass-through
to Sterling of the fees payable hereunder, such payments by the Distributor
to Sterling to be made in consideration of Sterling's responsibilities
under its agreement with the Distributor. The Distributor, in consultation
with Sterling, reserves the right to reduce or waive the distribution fee
from time to time.
If this Plan becomes effective subsequent to the first day of a month or
shall terminate before the last day of a month, compensation for the part
of the month the Plan is in effect shall be prorated based on the number of
business days during such month that this Plan was in effect.
6. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws, or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or relieve or deprive the Board of Trustees of the Trust
of the responsibility for and control of the conduct of the affairs of the
Portfolio.
7. This Plan shall become effective upon approval by a vote of at least a
"majority of the outstanding voting securities of the Portfolio," and upon
approval by a vote of the Trustees of the Trust, and of the Trustees who
are not "interested persons" of the Trust and who have no direct or
indirect financial interest in the operation of this Plan or in any
agreements related to the Plan, cast in person at a meeting called for the
purpose of voting on this Plan. For the purposes of this Plan, the terms
"interested persons" and "majority of the outstanding voting securities of
the Portfolio" are used as defined in the Act.
8. This Plan shall remain in effect until July 31, [1991]
((1996)) and from year to year thereafter, provided, however,
that such continuance is subject to approval annually by a vote of the
Trustees of the Trust and of the Trustees who are not interested persons of
the Trust, and who have no direct or indirect financial interest in the
operation of this Plan or in any agreements related to the Plan, cast in
person at a meeting called for the purpose of voting on this Plan. If such
annual approval is not obtained, the Plan shall expire 12 months after the
date of the last approval. This Plan may be amended at any time by the
Board of Trustees provided that (a) any amendment to increase materially
the amount to be spent for the services described herein shall be effective
only upon approval by a vote of a majority of the outstanding shares of the
Portfolio, and (b) any material amendments of this Plan shall be effective
only upon approval in the manner provided in the first sentence in this
paragraph.
9. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest
in the operation of this Plan or in any agreements related to this Plan, or
by a vote of a majority of the outstanding voting securities of the
Portfolio.
10. Nothing herein contained shall limit the freedom of the Distributor or
any "affiliated person," as defined in the Act, to render investment
supervisory and corporate administrative services to other investment
companies, to act as distributor, adviser or investment counselor to other
persons, firms or corporations and to engage in other business activities.
11. Neither the Distributor nor any of its employees or agents are
authorized to make any representations with respect to the sale of shares
except those contained in the then current Prospectus and Statement of
Additional Information of the Portfolio.
12. The provisions of this Paragraph 12 shall be applicable only with
respect to the provision of Distribution Services. The provision of
Shareholder Services shall not be affected by this Paragraph 12, but shall
be governed by the provisions of Paragraph 13, below. The Portfolio will
indemnify and hold the Distributor harmless from judgments against the
Distributor resulting from specific acts or omissions in the performance of
Distribution Services under this Plan which are the result of written
instructions of a majority of the Board of Trustees of the Trust, so long
as there is an express finding that such acts or omissions did not
constitute willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties or a breach of fiduciary duty. The Portfolio shall
similarly indemnify and hold harmless any agent of the Distributor with
respect to such judgments against the agent resulting from specific acts or
omissions in the performance of Distribution Services under this Plan which
are the result of written instructions of a majority of the Board of
Trustees of the Trust, so long as there is an express finding that such
acts or omissions did not constitute willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties or a breach of fiduciary
duty. No provision of this Paragraph 12 shall be deemed to protect the
Distributor or an agent against any liability to the Portfolio or its
shareholders to which it might otherwise be subject by reason of any
willful misfeasance, bad faith or gross negligence in the performance of
its Distribution Services duties or the reckless disregard of its
Distribution Services obligations under this Plan. No provision hereof
shall be deemed to protect any Trustee or officer of the Trust against any
such liability to which he might otherwise be subject by reason of any
willful misfeasance, bad faith or gross negligence in the performance of
his duties or the reckless disregard of his obligation.
13. The provisions of this Paragraph 13 shall be applicable only with
respect to the provision of Shareholder Services. The provision of
Distribution Services shall not be affected by this Paragraph 13, but shall
be governed by the provisions of Paragraph 12, above.
A. The Trust shall indemnify and hold the Distributor harmless against
any losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other than
the Trust, including by a shareholder, which names the Distributor and/or
the Trust as a party and is not based on and does not result from the
Distributor's willful misfeasance, bad faith or negligence or reckless
disregard of duties, and arises out of or in connection with the
Distributor's performance hereunder; or
(2) any claim, demand, action or suit (except to the extent contributed
to by the Distributor's willful misfeasance, bad faith or negligence or
reckless disregard of duties) which results from the negligence of the
Trust, or from the Distributor's acting upon any instruction(s) reasonably
believed by it to have been executed or communicated by any person duly
authorized by the Trust, or as a result of the Distributor's acting in
reliance upon advice reasonably believed by the Distributor to have been
given by counsel for the Trust.
B. The Distributor shall indemnify and hold the Trust harmless against
any losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit
brought by any person other than the Distributor, which names the Trust
and/or the Distributor as a party and is based upon and arises out of acts,
errors or omissions of the Distributor constituting negligence, lack of
good faith or willful misconduct in the performance of the Distributor's
Shareholder Service duties under this Agreement.
14. In the event that either party requests the other to indemnify or hold
it harmless hereunder, the party requesting indemnification (the
"Indemnified Party") shall inform the other party (the "Indemnifying
Party") of the relevant facts known to Indemnified Party concerning the
matter in question. The Indemnified Party shall use reasonable care to
identify and promptly to notify the Indemnifying Party concerning any
matter which presents, or appears likely to present, a claim for
indemnification. The Indemnifying Party shall have the election of
defending the Indemnified Party against any claim which may be the subject
of indemnification or of holding the Indemnified Party harmless hereunder.
In the event the Indemnifying Party so elects, it will so notify the
Indemnified Party and thereupon the Indemnifying Party shall take over
defense of the claim and, if so requested by the Indemnifying Party, the
Indemnified Party shall incur no further legal or other expenses related
thereto for which it shall be entitled to indemnity or to being held
harmless hereunder; provided, however, that nothing herein shall prevent
the Indemnified Party from retaining counsel at its own expense to defend
any claim. Except with the Indemnifying Party's prior written consent, the
Indemnified Party shall in no event confess any claim or make any
compromise in any matter in which the Indemnifying Party will be asked to
indemnify or hold Indemnified Party harmless hereunder.
15. The Distributor shall provide the Trust, for review by its Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended pursuant to the Plan and the purposes for
which such expenditures were made. Such written report shall be in a form
satisfactory to the Trust and shall supply all information necessary for
the Board to discharge its responsibilities, including its responsibilities
pursuant to Rule 12b-1.
16. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Trust shall be committed to the
discretion of the Trustees who are not interested persons.
17. The Trust shall preserve copies of this Plan and any agreements
related to and all reports made pursuant to Section 15 hereof, for a period
of not less than six years from the date of this Plan or any such report,
as the case may be, the first two years in an easily accessible place.
18. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the Act. To
the extent the applicable law of the Commonwealth of Massachusetts or any
of the provisions herein conflict with the applicable provisions of the
Act, the latter shall control.
19. The Distributor is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Trust's Declaration of Trust and
agrees that the obligations assumed by the Trust pursuant to this Plan and
any agreements related to this Plan shall be limited in all cases to the
Portfolio and its assets, and neither the Distributor nor its agents shall
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. In addition, neither the Distributor nor its
agents shall seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Distributor understands that the rights and
obligations of any series of the Trust under the Trust's Declaration of
Trust are separate and distinct from those of any and all other series.
20. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise the remainder of the Plan shall not be
affected thereby.
THE NORTH CAROLINA [CASH] ((CAPITAL))
MANAGEMENT TRUST
on behalf of TERM Portfolio
By
FIDELITY MANAGEMENT & RESEARCH COMPANY
By
FIDELITY DISTRIBUTORS CORPORATION
By
EXHIBIT 5
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)
RATIO OF NET
ADVISORY FEES
TO AVERAGE RATIO OF
AVERAGE NET ASSETS EXPENSES TO
INVESTMENT FISCAL NET ASSETS PAID AVERAGE NET
OBJECTIVE AND FUND YEAR END (A) (MILLIONS)(B) TO FMR (C) ASSETS (C)
TAXABLE BOND
Advisor Emerging
Markets Income ((epslon)):
Class A 12/31/94** $ 20.0 0.70(dagger)% 1.50(dagger)*%
Class B 12/31/94** 2.6 0.70(dagger) 2.25(dagger)*
Institutional Class ((hollow diamond)) 12/31/95** 0.1 0.70(dagger)
1.25(dagger)*
Advisor Strategic Income:
Class A 12/31/94** 10.7 0.60(dagger) 1.35(dagger)*
Class B 12/31/94** 9.4 0.60(dagger) 2.10(dagger)*
Institutional Class ((hollow diamond)) 12/31/95** 0.1 0.60(dagger)
1.10(dagger)*
Advisor Annuity
Government Investment 12/31/95** 8.4 0.60(dagger) 1.00(dagger)*
Advisor Annuity
High Yield 12/31/95** 3.6 0.45(dagger) 1.00(dagger)*
Global Bond ((epslon)) 12/31/94 554.7 0.71 1.14
New Markets Income ((epslon)) 12/31/94 237.6 0.49* 1.28*
Short-Term World
Income ((epslon)) 12/31/94 329.4 0.61 1.01
Spartan Bond
Strategist ((pound)) 12/31/94 21.5 0.70 0.70
Variable Insurance
Products:
High Income 12/31/94 492.5 0.61 0.71
Variable Insurance
Products II:
Investment Grade
Bond 12/31/94 113.5 0.46 0.67
Spartan Long-Term
Government Bond 1/31/95 63.1 0.65 0.65
U.S. Bond Index 2/28/95 332.4 0.07* 0.32*
Capital & Income ((pound)) 4/30/95 2,392.2 0.71 0.96
Intermediate Bond ((pound)) 4/30/95 2,089.0 0.38 0.68
Investment Grade Bond ((pound)) 4/30/95 992.1 0.46 0.75
Short-Term Bond ((pound)) 4/30/95 1,681.4 0.46 0.69
Spartan Government
Income 4/30/95 252.4 0.65 0.65
Spartan High Income 4/30/95 661.9 0.80 0.80
Spartan Short-Intermediate
Government 4/30/95 56.4 0.10* 0.10*
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)
RATIO OF NET
ADVISORY FEES
TO AVERAGE RATIO OF
AVERAGE NET ASSETS EXPENSES TO
INVESTMENT FISCAL NET ASSETS PAID AVERAGE NET
OBJECTIVE AND FUND YEAR END (A) (MILLIONS)(B) TO FMR (C) ASSETS (C)
The North Carolina Capital
Management Trust:
Term Portfolio 6/30/95 $ 65.4 0.40% 0.41%
Ginnie Mae 7/31/95 737.2 0.45 0.75
Mortgage Securities 7/31/95 375.6 0.45 0.77
Spartan Limited Maturity
Government 7/31/95 871.3 0.65 0.65
Spartan Ginnie Mae 8/31/95 383.4 0.65 0.65
Government Securities 9/30/95 794.0 0.45 0.71
Short-Intermediate
Government 9/30/95 155.4 0.45 0.82
Spartan Investment
Grade Bond ((pound)) 9/30/95 137.5 0.65 0.65
Spartan Short-Term
Income ((pound)) 9/30/95 596.8 0.65 0.65
Advisor Government
Investment:
Class A 10/31/94 91.1 -* 0.74
Class B 10/31/94 1.0 -* 1.70
Institutional Class ((hollow diamond)) 10/31/95** 8.7 -* 0.75(dagger)
Advisor High Yield:
Class A 10/31/94 610.4 0.60 1.20
Class B 10/31/94** 8.4 0.60(dagger) 2.20(dagger)
Institutional Class ((hollow diamond)) 10/31/95** 10.2 0.60(dagger)
1.10(dagger)
Advisor Short Fixed
Income ((epslon)):
Class A 10/31/94 807.8 0.46 0.97
Institutional Class ((hollow diamond)) 10/31/95** 6.6 0.46 0.85
Advisor Limited
Term Bond:
Class A 11/30/94 106.3 0.41 1.02
Class B 11/30/94** 1.6 0.41(dagger) 1.65(dagger)
Institutional Class 11/30/94 181.7 0.41 0.61
Institutional Short-
Intermediate
Government:
Class I 11/30/94 353.6 0.45 0.45
Class II 11/30/94** 98.5 0.45(dagger) 0.70(dagger)
Real Estate
High Income 11/30/95** 47.1 0.75(dagger) 1.05(dagger)
(a) All fund data are as of the fiscal year end noted in the chart or as of
September 30,1995, if fiscal year end figures are not yet available.
(b) Average net assets are computed on the basis of average net assets of
each fund at the close of business on each business day throughout its
fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations. Funds so affected
are indicated by an (*).
(dagger) Annualized
# Year end changed
** Less than a complete fiscal year
((epslon)) Fidelity Management & Research Company has entered into
sub-advisory agreements with the following affiliates: FMR U.K., FMR Far
East, FIJ (New Markets Income and Advisor Emerging Markets only), FIIA, and
FIIAL U.K., with respect to the fund.
((pound)) Fidelity Management & Research Company has entered into
sub-advisory agreements with FMR U.K. and FMR Far East, with respect to the
fund.
((hollow diamond)) The ratio of net advisory fees to average net assets
paid to FMR represents the amount as of the prior fiscal year end. Updated
ratios will be presented for each class of shares of the fund when the next
fiscal year end figures are available.
EXHIBIT 6
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)
RATIO OF NET
ADVISORY FEES
TO AVERAGE RATIO OF
AVERAGE NET ASSETS EXPENSES TO
INVESTMENT FISCAL NET ASSETS PAID AVERAGE NET
OBJECTIVE AND FUND YEAR END (A) (MILLIONS) (B) TO FMR (C) ASSETS
(C)
TAXABLE MONEY MARKET ((yen))
Cash Reserves 11/30/94 $ 12,398.9 0.19% 0.52%
State and Local Asset
Management Series:
Government Money
Market 11/30/94 396.6 0.43 0.43
U.S. Government
Reserves 11/30/94# 1,103.0 0.20(dagger) 0.36(dagger)*
Variable Insurance
Products:
Money Market 12/31/94 599.0 0.20 0.27
Select Money Market 2/28/95 680.4 0.20 0.65
Daily Money Fund:
U.S. Treasury Income 3/31/95# 1,174.2 0.20(dagger)* 0.20(dagger)*
Institutional Cash:
Domestic Money
Market:
Class I 3/31/95 945.4 0.13* 0.18*
Class III 3/31/95** 23.3 0.13(dagger)* 0.50(dagger)*
Money Market :
Class I 3/31/95 4,964.0 0.14* 0.18*
Class III 3/31/95 254.0 0.14* 0.50*
U.S. Government:
Class I 3/31/95 3,321.2 0.16* 0.18*
Class III 3/31/95** 18.7 0.16(dagger)* 0.43(dagger)*
U.S. Treasury 3/31/95 1,323.0 0.14* 0.18*
U.S. Treasury II:
Class I 3/31/95 4,209.2 0.13* 0.18*
Class III 3/31/95 130.9 0.13* 0.50*
Spartan Money Market 4/30/95 7,334.4 0.44* 0.44*
Spartan U.S. Government
Money Market 4/30/95 745.9 0.45 0.45
Spartan U.S. Treasury
Money Market 4/30/95# 1,625.6 0.45(dagger)* 0.45(dagger)*
The North Carolina
Capital Management Trust:
Cash Portfolio 6/30/95 1,453.7 0.38 0.39
Daily Money Fund:
Capital Reserves:
Money Market 7/31/95 $ 763.5 0.33*% 0.99*%
U.S. Government
Money Market 7/31/95 259.1 0.39* 0.99*
Money Market 7/31/95 1,846.6 0.34* 0.65*
U.S. Treasury:
Initial Class 7/31/95 1,951.5 0.50* 0.65*
Class B 7/31/95 4.8 0.50* 1.35*
Daily Income Trust 8/31/95 2,209.6 0.33 0.54
RATIO OF NET
ADVISORY FEES
TO AVERAGE RATIO OF
AVERAGE NET ASSETS EXPENSES TO
INVESTMENT FISCAL NET ASSETS PAID AVERAGE NET
OBJECTIVE AND FUND YEAR END (A) (MILLIONS) (B) TO FMR (C) ASSETS
(C)
Money Market Trust:
Domestic Money
Market 8/31/95 322.5 0.42 0.42
Retirement Government
Money Market 8/31/95 2,001.3 0.42 0.42
Retirement Money
Market 8/31/95 3,636.2 0.42 0.42
U.S. Government 8/31/95 199.8 0.42 0.42
U.S. Treasury 8/31/95 147.7 0.42 0.42
Advisor Annuity Fund:
Money Market 12/31/95** 6.8 0.25* 1.00*
(a) All fund data are as of the fiscal year end noted in the chart or as of
September 30,1995, if fiscal year end figures are not yet available.
(b) Average net assets are computed on the basis of average net assets of
each fund at the close of business on each business day throughout its
fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations. Funds so affected
are indicated by an (*).
(dagger) Annualized
# Year end changed
** Less than a complete fiscal year
((yen)) Fidelity Management & Research Company has entered into a
sub-advisory agreement with FMR Texas Inc., with respect to each fund.
NC-PXS-1295 CUSIP #658191101/FUND #047
CUSIP #658191200/FUND #620
FORM OF
Please v ote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST: CASH PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) W. Olin
Nisbett III, J. Calvin Rivers, Jr. and David H. Potel, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST as indicated above which
the undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the Omni Charlotte Hotel, 222 East Third Street,
Charlotte, North Carolina 28202, on January 22, 1996 at 9:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one votes
and acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
________________________________ ________
Name of Unit
__________________________________________
Signature (s) , Title (s)
NOTE: Public units (such as municipalities, authorities, agencies
and political subdivisions) should sign the name of the unit exactly as it
appears in the registration with the signature(s) and title(s) of
the authorized finance official(s).
Date _______ _, 199 _
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
047, 620 HH
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
Please vote by filling in the appropriate box below, as shown, using
blue or black ink or dark pencil. Do not use red ink.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. To approve amendments to the fee schedule of the FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
fund's Management Contract . Approval of Proposal 1
is contingent upon approval of Proposal 2.
2. To approve amendments to the fee schedule of the FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
fund's Distribution and Service Plan. Approval of
Proposal 2 is contingent upon approval of Proposal 1.
3. To ratify the selection of Coopers & Lybrand L.L.P. as FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
independent accountants of the Trust.
</TABLE>
NC-PXC-1295 658191101/047 HH
FORM OF
Please v ote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST: TERM PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) W. Olin
Nisbett III, J. Calvin Rivers, Jr. and David H. Potel, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST as indicated above which
the undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the Omni Charlotte Hotel, 222 East Third Street,
Charlotte, North Carolina 28202, on January 22, 1996 at 9:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one votes
and acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
________________________________ ________
Name of Unit
__________________________________________
Signature (s) , Title (s)
NOTE: Public units (such as municipalities, authorities, agencies
and political subdivisions) should sign the name of the unit exactly as it
appears in the registration with the signature(s) and title(s) of
the authorized finance official(s).
Date _______ _, 199 _
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
047, 620 HH
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
Please vote by filling in the appropriate box below, as shown, using
blue or black ink or dark pencil. Do not use red ink.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. To approve amendments to the fee schedule of the FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
fund's Management Contract . Approval of Proposal 1
is contingent upon approval of Proposal 2.
2. To approve amendments to the fee schedule of the FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
fund's Distribution and Service Plan. Approval of
Proposal 2 is contingent upon approval of Proposal 1.
3. To ratify the selection of Coopers & Lybrand L.L.P. as FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
independent accountants of the Trust.
</TABLE>
NC-PXC-1295 658191 200 / 620 HH
December 14, 1995
Dear NCCMT Participant:
SPECIAL SHAREHOLDER MEETING
The North Carolina Capital Management Trust will hold a special meeting for
the Cash Portfolio and Term Portfolio shareholders on January 22, 1996 to
vote on several important issues that affect the funds and your investment
in them. As a shareholder, you have the opportunity to voice your opinion
on these matters. This package contains information about the proposals and
the materials to use when voting by mail.
PLEASE VOTE PROMPTLY
Please take the time to read the enclosed materials and cast your vote on
the enclosed proxy card(s). If voting by mail please vote promptly. If we
do not receive enough votes, we must re-solicit shareholders in order to
increase shareholder participation.
SUMMARY OF PROPOSALS
All of the proposals summarized below have been reviewed by the Board of
Trustees (the "Board"). The Board is responsible for protecting your
interest as shareholders. The Board believes that the proposals are in
the best interest of shareholders and recommends that you vote for each
proposal.
PROPOSAL 1: To approve amendments to the fee schedule of each fund's
Management Contract.
The proposed amendments would reduce the management fees payable by each
fund to Fidelity Management & Research Company (FMR), the funds' investment
adviser. It is important to note that the approval of this proposal is
contingent upon the approval of Proposal 2.
PROPOSAL 2: To approve amendments to the fee schedule of each fund's
Distribution and Service Plan. Distribution and Service Plan fees are paid
by FMR from fees collected pursuant to FMR's Management Contract. It is
important to note that the approval of this proposal is contingent upon the
approval of Proposal 1.
PROPOSAL 3: To ratify the selection of Coopers & Lybrand L.L.P. as
independent accountants of the Trust.
Each of the above proposals is described in greater detail in the enclosed
Proxy Statement.
HOW TO VOTE
Shareholders are invited to attend the meeting in person. Any shareholder
who does not expect to attend the meeting is urged to indicate voting
instructions on the enclosed proxy card, date and sign it, and return it in
the envelope provided, which needs no postage if mailed in the United
States.
If you plan to attend the meeting or have any questions before you vote,
please call Sterling Capital Distributors, Inc. toll-free at (800) 222-3232
or locally at (704) 372-8798. Thank you for your participation in this
important initiative.
Sincerely,
THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST NC-PXL-1295
Differences between printed and EDGAR versions of enclosed Proxy Statement
1. Text in printed version which is underscored to show insertions have
been enclosed with (( )) in the EDGAR version.
2. Text in printed version which is struck through to show deletions have
been enclosed with [ ] in the EDGAR version.
