Exhibit 15(f)
Amendment to Distribution and Service Plan
Whereas a Distribution and Service Plan (the "Plan") has been made as of
the 22nd day of January, 1996, by and between The North Carolina Capital
Management Trust on behalf of Cash Portfolio (the "Portfolio"), Fidelity
Management & Research Company (the "Adviser"), and Fidelity Distributors
Corporation (the "Distributor").
Now, therefore, representatives of the Portfolio, the Adviser, and the
Distributor have entered into negotiations and have agreed upon the
following amended terms with reference to the provisions of Paragraph 5:
"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
January 22, 1996 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
On the first $1.0 billion of average daily net assets 0.150%
On average daily net assets in excess of $1.0 billion 0.150%
through $2.0 billion
On average daily net assets in excess of $2.0 billion 0.140%
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."
The terms of this amendment shall be effective as of January 1, 1998.
Except as expressly set forth in Paragraph 5 hereof, all terms and
conditions of the Plan shall remain unchanged and in full force and effect.
