SUBSCRIPTION AGREEMENT
This Agreement is made as of the 4th day of February, 2004 between Xxxx
Xxxxxxx Advisers, LLC, a Delaware limited liability company (the "Adviser"), and
Xxxx Xxxxxxx Tax-Advantaged Dividend Income Fund, a Massachusetts business trust
(the "Fund").
WHEREAS, the Fund wishes to sell to the Adviser, and the Adviser wishes to
purchase from the Fund, $143,001.70 of common shares of beneficial interest, no
par value, of the Fund (7,487 common shares at a purchase price of $19.10 per
share (collectively, the "Shares")); and
WHEREAS, the Adviser is purchasing the Shares for the purpose of providing
the initial capitalization of the Fund as required by the Investment Company Act
of 1940;
NOW, THEREFORE, the parties hereto agree as follows:
1. Simultaneously with the execution of this Agreement, the Adviser is
delivering to the Fund a check in the amount of $143,000.70 in full
payment for the Shares.
2. The Adviser agrees that it is purchasing the Shares for investment
and has no present intention of reselling the Shares.
Executed as of the date first set forth above.
XXXX XXXXXXX ADVISERS, LLC
/s/Xxxxx X. Xxxxxx
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By: Xxxxx X. Xxxxxx
Its: Senior Vice President and Secretary
XXXX XXXXXXX TAX-ADVANTAGED DIVIDEND INCOME FUND
/s/Xxxxxx X. Xxxxxxxxx
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By: Xxxxxx X. Xxxxxxxxx
Its: Assistant Secretary