THE VANGUARD GROUP, INC.
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SEED CAPITAL CONTRIBUTION AGREEMENT
May 14, 2004
The Board of Trustees
Vanguard CMT Funds
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Ladies and Gentlemen:
In order to provide Vanguard CMT Funds (the "Trust") with its initial
capital, The Vanguard Group, Inc. (the "Purchaser") is hereby purchasing from
the Trust 100,000 shares of beneficial interest, $0.001 par value, of Vanguard
Market Liquidity Fund (the "Shares"), at a purchase price of $1.00 per Share,
for a total purchase price of $100,000. This agreement shall be subject to and
construed consistent with Section 14(a) of the Investment Company Act of 1940,
as amended.
The Purchaser is aware that the Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), on the basis that the sale
of such shares will be exempt under Section 4(2) of the Act as not involving any
public offering. Reliance on such exemption is predicated, in part, on the
Purchaser's representation and warranty to the Trust that the Shares are being
acquired for the Purchaser's own account for investment purposes and not with a
view to the distribution or redemption thereof, and that the Purchaser has no
present intention to dispose of the Shares. The Purchaser further represents
that it will not take any action which will subject the sale of the Shares to
the registration provisions of the Act.
Sincerely,
THE VANGUARD GROUP, INC.
By: /S/ R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Secretary
