497 1 main.htm

Supplement to
The North Carolina Capital Management Trust:
Cash Portfolio (NCCTX)
Term Portfolio (XAOHX)
August 28, 2010 As Revised December 20, 2010
Prospectus

Shareholder Meeting. On or about October 27, 2011, a meeting of the shareholders of Term Portfolio will be held and shareholders will be asked to vote to amend the Portfolio's fundamental concentration policy so that more than 25% of total assets can be invested in securities issued by the financial services industry. Shareholders of record on August 30, 2011 are entitled to vote at the meeting.

If approved, the change will take effect on the first day of the month following shareholder approval.

A proxy statement relating to the proposals will be available after September 26, 2011. Please read the proxy statement when it is available because it will contain important information relating to the proposal. For a free copy of the proxy statement, please contact Capital Management of the Carolinas, L.L.C. at 1-800-222-3232. The proxy statement will also be available on the Securities and Exchange Commission's web site (www.sec.gov).

Effective November 1, 2010, Term Portfolio is no longer required to invest its assets predominantly in U.S. Government securities. Accordingly, the following sentences are hereby removed from Term Portfolio's Fund Summary and Fund Basics sections, respectively:

Investing predominantly in U.S. Government securities.

FMR expects to invest the fund's assets predominantly in U.S. Government securities.

The following information replaces the third bullet under "Principal Investment Strategies" in the "Fund Summary" section on page P-7 for Term Portfolio.

Managing the fund to have similar overall interest rate risk to the Barclays Capital 3-6 Month U.S. Treasury Bills Index.

The following information supplements the information under "Performance" in the "Fund Summary" section beginning on page P-7 for Term Portfolio.

Beginning August 1, 2011, Term Portfolio's performance will be compared to the Barclays Capital 3-6 Month U.S. Treasury Bills Index rather than the Barclays Capital U.S. 9-12 Months Short Treasury Bond Index because the Barclays Capital 3-6 Month U.S. Treasury Bills Index conforms more closely to the fund's investment strategies.

The following information replaces the similar information found under the heading "Portfolio Manager(s)" in Term Portfolio's "Fund Summary" section on page P-8.

Kim Miller (portfolio manager) has managed the fund since January 2011.

The following information replaces the first sentence in the third paragraph under "Principal Investment Strategies" in the "Investment Details" section on page P-9 for Term Portfolio.

FMR manages the fund to have similar overall investment rate risk to the Barclays Capital 3-6 Month U.S. Treasury Bills Index.

The following information replaces the biographical information for Bob Litterst found in the "Fund Management" section beginning on page P-22.

Kim Miller is portfolio manager of Term Portfolio, which he has managed since January 2011. He also manages other Fidelity funds. Since joining Fidelity Investments in 1991, Mr. Miller has worked as a credit analyst, bond trader, and portfolio manager.

NCX-11-02 August 5, 2011
1.923919.102

Supplement to
The North Carolina Capital Management Trust:
Cash Portfolio (NCCTX)
Term Portfolio (XAOHX)
August 28, 2010
Prospectus and Statement of Additional Information

If approved, the change will take effect on the first day of the month following shareholder approval.

The general research services agreement with Fidelity Research & Analysis Company has been terminated on behalf of the funds.

Investing predominantly in U.S. Government securities.

FMR expects to invest the fund's assets predominantly in U.S. Government securities.

The following information replaces the third bullet under "Principal Investment Strategies" in the "Fund Summary" section of the Prospectus on page P-7 for Term Portfolio.

Managing the fund to have similar overall interest rate risk to the Barclays Capital 3-6 Month U.S. Treasury Bills Index.

The following information supplements the information under "Performance" in the "Fund Summary" section of the Prospectus beginning on page P-7 for Term Portfolio.

The following information replaces the similar information found under the heading "Portfolio Manager(s)" in Term Portfolio's "Fund Summary" section of the Prospectus on page P-8.

Kim Miller (portfolio manager) has managed the fund since January 2011.

The following information replaces the first sentence in the third paragraph under "Principal Investment Strategies" in the "Investment Details" section of the Prospectus on page P-9 for Term Portfolio.

FMR manages the fund to have similar overall investment rate risk to the Barclays Capital 3-6 Month U.S. Treasury Bills Index.

The following information replaces the biographical information for Bob Litterst found in the "Fund Management" section of the Prospectus beginning on page P-22.

NC-11-04 August 5, 2011
1.710543.121

The following information supplements the information in the "Investment Policies and Limitations" section of the Statement of Additional Information beginning on page S-3.

NRSROs. The Board of Trustees has designated each of the following NRSROs as a "designated NRSRO" pursuant to Rule 2a-7 under the 1940 Act: DBRS, Ltd.; Fitch, Inc.; Moody's Investor Services; and Standard & Poor's Ratings Services.

The following information replaces similar information found in the "Management Contracts" section of the Statement of Additional Information beginning on page S-24.

Kim Miller is the portfolio manager of Term Portfolio and receives compensation for his services. As of January 31, 2011, portfolio manager compensation generally consists of a base salary determined periodically (typically annually), a bonus, in certain cases, participation in several types of equity-based compensation plans, and, if applicable, relocation plan benefits. A portion of the portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.

The portfolio manager's base salary is determined by level of responsibility and tenure at FMR or its affiliates. The primary components of the portfolio manager's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and account(s) measured against a benchmark index or within a custom peer group assigned to each fund or account, and (ii) the investment performance of FMR taxable money market funds and accounts. The pre-tax investment performance of the portfolio manager's fund(s) and account(s) is weighted according to his tenure on those fund(s) and account(s) and the average asset size of those fund(s) and account(s) over his tenure. Each component is calculated separately over the portfolio manager's tenure on those fund(s) and account(s) over a measurement period that initially is contemporaneous with his tenure, but that eventually encompasses rolling periods of up to three years for the comparison to a benchmark index or rolling periods of up to three years for the comparison to a custom peer group. A smaller, subjective component of the portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The portion of the portfolio manager's bonus that is linked to the investment performance of Term Portfolio is based on the pre-tax investment performance of the fund measured against the Barclays Capital U.S. 9-12 Months Short Treasury Bond Index. The portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR LLC, FMR's parent company. FMR LLC is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement and employer administrative services. If requested to relocate their primary residence, portfolio managers also may be eligible to receive benefits, such as home sale assistance and payment of certain moving expenses, under relocation plans for most full-time employees of FMR LLC and its affiliates.

The portfolio manager's compensation plan may give rise to potential conflicts of interest. The portfolio manager's compensation is linked to the pre-tax performance of the fund, rather than its after-tax performance. The portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by FMR or an affiliate. The portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by a fund. Securities selected for other funds or accounts may outperform the securities selected for the fund. Portfolio managers may be permitted to invest in the funds they manage, even if a fund is closed to new investors. Trading in personal accounts, which may give rise to potential conflicts of interest, is restricted by a fund's Code of Ethics.

The following table provides information relating to other accounts managed by Mr. Miller as of January 31, 2011:

	Registered Investment Companies*	Other Pooled Investment Vehicles	Other Accounts
Number of Accounts Managed	4	none	2
Number of Accounts Managed with Performance-Based Advisory Fees	none	none	none
Assets Managed (in millions)	$ 70,157	none	$ 1,670
Assets Managed with Performance-Based Advisory Fees (in millions)	none	none	none

* Includes Term Portfolio ($72 (in millions) assets managed).

As of January 31, 2011, the dollar range of shares of Term Portfolio beneficially owned by Mr. Miller was none.