0000932471-04-000590 Sample Contracts

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OF
Vanguard Cash Management Trust • May 25th, 2004 • Delaware
THE VANGUARD GROUP, INC. 100 VANGUARD BOULEVARD MALVERN, PA 19355
Vanguard Cash Management Trust • May 25th, 2004

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.

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