DEFR14A 1 main.htm

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

[ ]

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X]

Definitive Proxy Statement

[ ]

Definitive Additional Materials

[ ]

Soliciting Material under Rule 14a-12

The North Carolina Capital Management Trust

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X]

No fee required.

[ ]

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(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:

(5)

Total Fee Paid:

[ ]

Fee paid previously with preliminary materials.

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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.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

Form of Proxy Card: Cash Portfolio and Term Portfolio

Fidelity Investments® (logo)

Vote this proxy card TODAY!

Your prompt response will save the expense

PO Box 145421

Cincinnati, Ohio 45250-5421

of additional mailings.

Vote by Touch-Tone Phone, by Mail, or via the Internet!!

CALL:

To vote by phone call toll-free 1-888-221-0697 and follow the recorded instructions.

LOG-ON:

Vote on the internet at www.proxyweb.com/proxy and follow the on-screen instructions.

[Control # Prints Here]

MAIL:

Return the signed proxy card in the enclosed envelope.

[TRUST NAME: FUND NAME Prints Here]
PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) William O. McCoy and David A. Forman, 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 Park Hotel, 2200 Rexford Road, Charlotte, North Carolina 28211, on October 28, 2005 at 10:00 a.m. Eastern Time 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.

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PLEASE SIGN, DATE, AND RETURN

PROMPTLY IN ENCLOSED ENVELOPE IF

YOU ARE NOT VOTING BY PHONE OR

INTERNET.

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Date _____________________

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Signature(s) (Title(s), if applicable) (Sign in the Box)

NOTE: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person's title.

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NCCMT-SP

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:

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Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]

PLEASE DO NOT USE FINE POINT PENS.

1.

To elect the nominees specified below as Trustees:

<R>(01) Boyce I. Greer, (02) Thomas P. Hollowell, (03) James Grubbs Martin, and (04) William O. McCoy</R>

<R>FOR all nominees</R>

<R>listed (except as</R>

<R>marked to the</R>

<R>contrary at left)</R>

<R>(_)</R>

<R>WITHHOLD</R>

<R>authority to</R>

<R>vote for all</R>

<R>nominees</R>

<R>(_)</R>

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(Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) on the line above.)

PLEASE SIGN ON THE REVERSE SIDE.

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.NC-PXC-0805-SP

047, 620

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