Berkeley StreetBoston, Massachusetts 02116. February 22, 2021To whom it may concern:John Hancock Tax-Advantaged Global Shareholder Yield Fund (the “Trust”) is a business trust formed under the laws of the Commonwealth of Massachusetts (the “Trust”), with the powers and authority set forth under its Amended and Restated Agreement and Declaration of Trust dated January 22, 2016 (the “Declaration of Trust”). The Trustees of the Trust have the powers set forth in the Declaration of Trust, subject to the terms, provisions and conditions therein provided.This opinion is furnished in connection with the filing with the Securities and Exchange Commission (“SEC”) of Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-2 (File Nos. 333-251351 and 811-22056) (the “Registration Statement”), for the registration of up to 1,000,000 common shares of beneficial interest of the Trust, par value $0.01 per share (the “Shares”) under the Securities Act of 1933, as amended (the “1933 Act”). This amount represents Shares previously registered on Form N-2 (Reg. No. 333-222087) and being carried forward as permitted by Rule 415 (a)(6) and Rule 457 (p) under the 1933 Act. The Fund has carried forward 1,000,000 unsold Shares.
Berkeley StreetBoston, Massachusetts 02116. ], 20[_____][Name][Address]RE: At-the-Market Offerings by John Hancock Tax-Advantaged Global Shareholder Yield FundLadies and Gentlemen:From time to time John Hancock Investment Management Distributors LLC (the “Manager”, “we” or “us”) will act as manager of registered at-the-market offerings by John Hancock Tax-Advantaged Global Shareholder Yield Fund, a Massachusetts business trust (the “Fund”), of up to 600,000 common shares (the “Shares”) of beneficial interest, par value $0.01 per share, of the Fund (the “Common Shares”). In the case of such offerings, the Fund has agreed with the Manager to issue and sell through or to the Manager, as sales agent and/or principal, the Shares.We hereby agree to retain [_________] (the “Dealer” or “you”) as a sub- placement agent with respect to the offerings of the Shares to be issued and sold by the Fund (the “Offerings”), and you agree to act in such capacity, all upon, and subject to, the terms and conditions set forth below: