NORTH CAROLINA CAPITAL MANAGEMENT TRUST
497, 2000-05-16
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SUPPLEMENT TO
THE NORTH CAROLINA
CAPITAL MANAGEMENT
TRUST'S AUGUST 19,1999 PROSPECTUS

Effective June 1, 2000, the following information replaces the first
paragraph in the "Fee Table" section beginning on page P-5.

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell shares of a fund. The annual fund
operating expenses provided below for each fund are based on
historical expenses, adjusted to reflect current fees.

Effective June 1, 2000, the following information replaces the similar
information found in the "Fee Table" section beginning on page P-5.

ANNUAL FUND OPERATING EXPENSES (PAID FROM FUND ASSETS)

CASH PORTFOLIO  Management feeA              0.17%

                Distribution and Service     0.08%
                (12b-1) fee

                Other expenses               0.00%

                Total annual fund operating  0.25%
                expenses

TERM PORTFOLIO  Management feeA              0.20%

                Distribution and Service     0.08%
                (12b-1) fee

                Other expenses               0.00%

                Total annual fund operating  0.28%
                expenses

A THE MANAGEMENT FEE REPRESENTS THE NET RATE RETAINED BY FMR AFTER
PAYMENT MADE TO THE DISTRIBUTOR. THE MANAGEMENT FEES BEFORE PAYMENT
MADE TO THE DISTRIBUTOR BY FMR ARE 0.25% AND 0.28% FOR CASH PORTFOLIO
AND TERM PORTFOLIO, RESPECTIVELY.

Effective June 1, 2000, the following information replaces the similar
information in the "Fee Table" section beginning on page P-5.

CASH PORTFOLIO  1 year    $ 26

                3 years   $ 80

                5 years   $ 141

                10 years  $ 318

TERM PORTFOLIO  1 year    $ 29

                3 years   $ 90

                5 years   $ 157

                10 years  $ 356

Effective June 1, 2000, the following information replaces the
thirteenth and fourteenth paragraphs in the "Fund Management" section
on page P-18.

Each fund's annual management fee rate is 0.275% of average net assets
through $1.0 billion; 0.245% of average net assets in excess of $1.0
billion through $2.0 billion; and 0.215% of average net assets in
excess of $2.0 billion.

For the fiscal year ended June 30, 1999, Cash Portfolio paid a
management fee of 0.32% of the fund's average net assets, and Term
Portfolio paid a management fee of 0.35% of the fund's average net
assets. For the fiscal year ended June 30, 1999, each fund's annual
management fee rate was 0.350% of average net assets through $1.0
billion; 0.320% of average net assets in excess of $1.0 billion
through $2.0 billion; and 0.290% of average net assets in excess of
$2.0 billion.

Effective June 1, 2000, the following information replaces the last
sentence in the second paragraph in the "Fund Distribution" section
beginning on page P-18.

FMR currently pays Sterling, through FDC, a monthly 12b-1 fee
according to the following schedule: 0.080% of average net assets
through $1.0 billion; 0.080% of average net assets in excess of $1.0
billion through $2.0 billion; and 0.070% of average net assets in
excess of $2.0 billion.

SUPPLEMENT TO THE
NORTH CAROLINA CAPITAL MANAGEMENT TRUST'S
AUGUST 19, 1999
STATEMENT OF ADDITIONAL INFORMATION

THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOUND IN
THE "TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE S-18.

JAMES GRUBBS MARTIN (64), TRUSTEE (2000), is Vice President of
Research (1995) and Chairman of the Research Development Board (1993)
for Carolinas Medical Center. Prior to 1993, Dr. Martin served two
terms as Governor of North Carolina (1985) and six terms as U.S.
Congressman for the 9th District. Currently, he is Chairman of the
Global TransPark Foundation, Inc., a trustee of Davidson College, a
member of the North Carolina Association for Biomedical Research, and
Director of the North Carolina Biotechnology Center. Dr. Martin also
serves as a director on the boards of Duke Energy Co. (electricity,
natural gas, engineering), J.A. Jones (private construction),
Reprogenesis (biotechnology), Family Dollar Stores (discount retailer,
1996), Palomar Medical Technologies, Inc. (laser technology, 1996),
and Applied Analytical Industries, Inc. (pharmaceutical product
development, 1999).

       DWIGHT D. CHURCHILL (46),    is VICE PRESIDENT of Cash
Portfolio (2000) and Term Portfolio (2000). He serves as President of
Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's
Money Market Funds (2000), Vice President of Fidelity's Bond Funds,
Senior Vice President of FMR (1997), and Vice President of FIMM
(1998). Mr. Churchill joined Fidelity in 1993 as Vice President and
Group Leader of Taxable Fixed-Income Investments.

ROBERT A. DWIGHT (4   2    ), TREASURER (2000), is Treasurer of the
Fidelity funds and is an employee of FMR. Prior to becoming Treasurer
of the Fidelity funds, he served as President of Fidelity Accounting
and Custody Services (FACS). Before joining Fidelity, Mr. Dwight was
Senior Vice President of fund accounting operations for The Boston
Company.

MARIA F. DWYER (41), DEPUTY TREASURER (2000), is Deputy Treasurer of
the Fidelity funds and is a Vice President (1999) and an employee
(1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director
of Compliance for MFS Investment Management.

THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND IN
THE "TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE S-18.

       HELEN A. POWERS (74),        TRUSTEE AND CHAIRPERSON OF THE
BOARD.    Prior to Ms. Powers' retirement in April 1990, she served as
Secretary of the North Carolina Department of Revenue (1985-1990).
Prior to 1985 she was Senior Vice President of North Carolina National
Bank (now Bank of America). She served as a member of the North
Carolina Banking Commission (1981-1985). In April 1995, Ms. Powers was
reappointed to serve as a member of the North Carolina Banking
Commission. Ms. Powers is a trustee of Warren Wilson College (1992)
and the North Carolina Community Foundation (1997), a director of
Memorial Mission Medical Center (1991) and the Memorial Mission
Foundation (1993), for which the New Women's Health Center in
Asheville, N.C. has been designated the     HELEN POWERS WOMEN'S
HEALTH CENTER.

       *FRED L. HENNING, JR. (60),    TRUSTEE (2000), is President of
Fidelity Corporate Services (2000). Mr. Henning joined Fidelity in
1977 as portfolio manager for Fidelity Daily Income Trust Fund. Since
then, he has held a number of positions with FMR and its affiliates
and has served as an officer of investment companies managed or
advised by FMR.

THE FOLLOWING INFORMATION HAS BEEN REMOVED FROM THE "TRUSTEES AND
OFFICERS" SECTION BEGINNING ON PAGE S-18.

       BERTRAM H. WITHAM (80),        TRUSTEE AND CHAIRMAN OF THE
BOARD,    is Chairman and Director of Preferred Lodging Systems
(property management), Director and member of the Executive Committee
of Bill Glass Ministries, and Trustee of other funds advised by FMR.
Previously, he served as a consultant (Treasurer until his retirement
in 1987) to IBM Corp.

RICHARD A. SILVER (52), TREASURER (1997), is Treasurer of the Fidelity
funds and is an employee of FMR (1997). Before joining FMR, Mr. Silver
served as Executive Vice President, Fund Accounting & Administration
at First Data Investor Services Group, Inc. (1996-1997). Prior to
1996, Mr. Silver was Senior Vice President and Chief Financial Officer
at The Colonial Group, Inc. Mr. Silver also served as Chairman of the
Accounting/Treasurer's Committee of the Investment Company Institute
(1987-1993).

LEONARD M. RUSH (53), ASSISTANT TREASURER (1994), is an employee of
FMR (1994). Prior to becoming Assistant Treasurer of the Fidelity
funds, Mr. Rush was Chief Compliance Officer of FMR Corp. (1993-1994)
and Chief Financial Officer of Fidelity Brokerage Services, Inc.
(1990-1993).

   THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND IN
THE "TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE S-18.

   The following table sets forth information describing the
compensation of each Trustee of each fund for his or her services for
the fiscal year ended June 30, 1999.

<TABLE>
<CAPTION>
<S>                  <C>                            <C>                            <C>

COMPENSATION TABLE

Trustees             Aggregate  Compensation from   Aggregate  Compensation from   Total Compensation from the
                     Cash Portfolio*                Term Portfolio*                Fund Complex**

William L. Byrnes+   $ 0                            $ 0                            $ 0

John David Foust     $ 25,268                       $ 732                          $ 26,000

W. Olin Nisbet III+  $ 0                            $ 0                            $ 0

Helen A. Powers      $ 25,268                       $ 732                          $ 26,000

Bertram H. Witham++  $ 25,268                       $ 732                          $ 50,000


</TABLE>

   + Messrs. Byrnes and Nisbet, who are "interested persons" of Cash
Portfolio and Term Portfolio, do not receive any compensation from
Cash Portfolio or Term Portfolio or other investment companies in the
Fund Complex for their services as Trustees and are compensated by FMR
and Sterling, respectively.

   ++ Mr. Witham served on the Board of Trustees through April 27,
2000.

   * Includes compensation paid to the Trustees by each fund. For the
fiscal year ended June 30, 1999, certain of the non-interested
trustees' aggregate compensation from a fund includes accrued deferred
compensation as follows: Helen A. Powers, $26,000; and Bertram H.
Witham, $26,000. The Trustees do not receive any pension or retirement
benefits from the funds as compensation for their services as trustees
of the funds.

   ** Information is for the calendar year ended December 31, 1998 for
235 funds in the Fund Complex. Prior to his retirement from the Board
of Trustees, Mr. Witham was a Director or Trustee of four investment
companies in the Fund Complex, including Cash Portfolio and Term
Portfolio. Under a retirement program adopted in July 1988 and
modified in November 1995 and November 1996 by the other open-end
investment companies in the Fund Complex (the "other Open-End Funds"),
Mr. Witham may receive payments from the "other Open-End Funds" during
his lifetime based on his basic trustee fees and length of service.
The obligation of the "other Open-End Funds" to make such payments is
neither secured nor funded. Mr. Witham became eligible to participate
in the program at the end of the calendar year in which he reached age
72. During the fiscal year ended June 30, 1999, he received $50,000 in
payments under that retirement program.

   EFFECTIVE JUNE 1, 2000, THE FOLLOWING INFORMATION REPLACES THE
SIMILAR INFORMATION FOUND IN THE "MANAGEMENT CONTRACTS" SECTION
BEGINNING ON PAGE S-21.

       MANAGEMENT FEES.    For the services of FMR under each
management contract, each fund pays FMR a monthly management fee at
the annual rate of 0.275% of the fund's average net assets through
$1.0 billion; 0.245% of the fund's average net assets in excess of
$1.0 billion through $2.0 billion; and 0.215% of the fund's average
net assets in excess of $2.0 billion, throughout the month.

   EFFECTIVE JUNE 1, 2000, THE FOLLOWING INFORMATION REPLACES THE
SIMILAR INFORMATION FOUND IN THE "MANAGEMENT CONTRACTS" SECTION
BEGINNING ON PAGE S-21.

   During the reporting period, FMR voluntarily modified the
breakpoints in the management fee rate schedule on January 1, 1998 to
provide for lower management fee rates as assets under management
increase and voluntarily reduced the management fee rates on June 1,
2000.

   EFFECTIVE JUNE 1, 2000, THE FOLLOWING INFORMATION REPLACES THE
SIMILAR INFORMATION FOUND IN THE "DISTRIBUTION SERVICES" SECTION
BEGINNING ON PAGE S-23.

   Pursuant to each Plan, FMR pays Sterling, through FDC, a monthly
12b-1 fee at an annual rate according to the following schedule:
0.080% of average net assets through $1.0 billion; 0.080% of average
net assets in excess of $1.0 billion through $2.0 billion; and 0.070%
of average net assets in excess of $2.0 billion. Average net assets
are determined at the close of business on each day throughout the
month.

   For the fiscal year ended June 30, 1999, FMR paid Sterling, through
FDC, 12b-1 fees of $4,309,638 on behalf of Cash Portfolio and $129,747
on behalf of Term Portfolio. For the fiscal year ended June 30, 1999,
pursuant to each Plan, FMR paid Sterling, through FDC, a monthly 12b-1
fee at an annual rate according to the following schedule: 0.150% of
average net assets through $1.0 billion; 0.150% of average net assets
in excess of $1.0 billion through $2.0 billion; and 0.140% of average
net assets in excess of $2.0 billion.




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