<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO. 2-77169)
UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. ____________ [ ]
Post-Effective Amendment No. ___34______ [ x ]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [ ]
Amendment No. ____________ [ ]
North Carolina Capital Management Trust
(Exact Name of Registrant as Specified in Charter)
82 Devonshire Street, Boston, MA 02109
(Address of Principal Executive Offices)
Registrant's Telephone Number: (617) 563-7000
Arthur S. Loring, Esq., 82 Devonshire Street, Boston, MA 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective on September 27,
1996, pursuant to Paragraph (b) of Rule 485.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title
of Proposed
Securities Amount Proposed Maximum
Being of Shares Maximum Aggregate Amount of
Registered Being Registered Offering per Unit Offering Price Registration Fee
NCCMT: Term 573,064* $9.78 $5,604,569 $100
Portfolio
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the average of the bid and ask prices in effect on
September 20, 1996.
* This calculation has been made pursuant to Rule 24e-2 under the
Investment Company Act of 1940. Registrant, during its fiscal year ended
June 30, 1996, redeemed or repurchased 1,381,008 shares. 543,412 shares
are being utilized for the purpose of reduction pursuant to Paragraph (2)
of such rule. 837,596 redeemed or repurchased shares were used for
reduction pursuant to Paragraph (a) of Rule 24e-2 or Paragraph (c) of Rule
24f-2 in previous filings of post-effective amendments during the current
year.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SHARES REDEEMED OR
REPURCHASED USED
FOR REDUCTION
PROPOSED SHARES PURSUANT TO
MAXIMUM BEING PARAGRAPH (A) OF
OFFERING PROPOSED SHARES UTILIZED FOR RULE 24E-2 OR
AMOUNT OF PRICE PER MAXIMUM REDEEMED REDUCTION PARAGRAPH (C) OF
PORTFOLIO SHARES UNIT AGGREGATE YEAR-END PURSUANT TO RULE 24F-2
BEING OFFERING 12/31/95 PARAGRAPH
REGISTERED PRICE (2) OF RULE
24E-2
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 34 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and Commonwealth of Massachusetts, on the 27th day
of September 1996.
THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
(Signature) (Title) (Date)
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Edward C. Johnson 3d(dagger) President and Trustee September 27, 1996
Edward C. Johnson 3d (Principal Executive Officer)
</TABLE>
/s/Kenneth A. Rathgeber Treasurer September 27, 1996
Kenneth A. Rathgeber
/s/J. Gary Burkhead Trustee September 27, 1996
J. Gary Burkhead
/s/Ralph F. Cox * Trustee September 27, 1996
Ralph F. Cox
/s/Phyllis Burke Davis * Trustee September 27, 1996
Phyllis Burke Davis
/s/Richard J. Flynn * Trustee September 27, 1996
Richard J. Flynn
/s/E. Bradley Jones * Trustee September 27, 1996
E. Bradley Jones
/s/Donald J. Kirk * Trustee September 27, 1996
Donald J. Kirk
/s/Peter S. Lynch * Trustee September 27, 1996
Peter S. Lynch
/s/Edward H. Malone * Trustee September 27, 1996
Edward H. Malone
/s/Marvin L. Mann_____* Trustee September 27, 1996
Marvin L. Mann
/s/Gerald C. McDonough* Trustee September 27, 1996
Gerald C. McDonough
/s/Thomas R. Williams * Trustee September 27, 1996
Thomas R. Williams
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated December 15, 1994 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 15, 1994 and filed herewith.
POWER OF ATTORNEY
I, the undersigned President of the North Carolina Cash Management Trust:
Cash Portfolio and Term Portfolio (the Trust), hereby severally constitute
and appoint Arthur S. Loring my true and lawful attorney-in-fact, with full
power of substitution, and with full power to sign for me and in my name in
the appropriate capacity, all Pre-Effective Amendments to any Registration
Statements of the Trust, any and all subsequent Post-Effective Amendments
to said Registration Statements, any Registration Statements on Form N-14,
and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection
therewith as said attorney-in-fact deems necessary or appropriate, to
comply with the provisions of the Securities Act of 1933 and Investment
Company Act of 1940, and all related requirements of the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue
hereof.
WITNESS my hand on this 17th day of July 1991
William L. Byrnes
William L. Byrnes
POWER OF ATTORNEY
We, the undersigned Trustees of the North Carolina Cash Management Trust:
Cash Portfolio and Term Portfolio (the Trust), hereby severally constitute
and appoint Arthur J. Brown, Robert C. Hacker, Richard M. Phillips, Dana L.
Platt and Arthur C. Delibert, each of them singly, our true and lawful
attorneys-in-fact, with full power of substitution, and with full power to
each of them, to sign for us and in our name in the appropriate
capacities, all Pre-Effective Amendments to any Registration Statements of
the Trust, any and all subsequent Post-Effective Amendments to said
Registration Statements, any Registration Statements on Form N-14, and any
supplements or other instruments in connection therewith, and generally to
do all such things in ournames and behalf in connection therewith as said
attorneys-in-fact deem necessary or appropriate to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact
or their substitutes may do or cause to be done by virtue hereof.
WITNESS our hands on this 17th day of April 1991
WILLIAM L. BYRNES
William L. Byrnes
JOHN DAVID FOUST
John David Foust
W. OLIN NISBET III
W. Olin Nisbet III
Helen A. Powers
BERTRAM H. WITHAM
Bertram H. Witham
POWER OF ATTORNEY
I, the undersigned Trustee of The North Carolina Cash Management Trust:
Cash Portfolio and Term Portfolio (the Trust), hereby severally constitute
and appoint Arthur J. Brown, Robert C. Hacker, Richard M. Phillips, Dana L.
Platt and Arthur C. Delibert, each of them singly, my true and lawful
attorneys-in-fact, with full power of substitution, and with full power to
each of them, to sign for me and in my name in the appropriate capacities,
all Pre-Effective Amendments to any Registration Statements on Form N-14,
and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection
therewith as said attorneys-in-fact deem necessary or appropriate, to
comply with the provisions of the Securities Act of 1933 and Investment
Company Act of 1940, and all related requirements of the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact or their substitutes may do or cause to be done by virtue
hereof.
WITNESS my hand on this 17th day of July 1991
HELEN A. POWERS
Helen A. Powers
