0000722574-09-000042 Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Hong Kong) Limited and THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST ON BEHALF OF TERM PORTFOLIO
Sub-Advisory Agreement • February 27th, 2009 • North Carolina Capital Management Trust • Massachusetts

AGREEMENT made this 9th day of September, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (Hong Kong) Limited (hereinafter called the "Sub-Advisor"); and The North Carolina Capital Management Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Term Portfolio (hereinafter called the "Portfolio").

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MANAGEMENT CONTRACT BETWEEN THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST: CASH PORTFOLIO AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • February 27th, 2009 • North Carolina Capital Management Trust

AMENDED AND RESTATED AGREEMENT made this 1st day of August, 2008, by and between The North Carolina Capital Management Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust"), on behalf of Cash Portfolio (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser").

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