AGREEMENT made this ___day of September , 2007, among John Hancock Advisers, LLC, a Delaware
limited liability company, (“the Adviser”), and MFC Global Investment Management (U.S.A.) Limited,
a Canadian Corporation (the “Consultant”). In consideration of the mutual covenants contained
herein, the parties agree as follows:
1. APPOINTMENT OF CONSULTANT
a. The Consultant undertakes to provide the services described in Section 2 below in
connection with the Adviser’s administration of the John Hancock Tax-Advantaged Global
Shareholder Yield Fund (the “Fund”), subject to the supervision of the Trustees of the Fund.
The Consultant will be an independent contractor and will have no authority to act for or
represent the Fund, Adviser or any subadviser in any way except as expressly authorized in
this Agreement or another writing by the Adviser.
b. Adviser acknowledges that the Consultant is not providing any advice hereunder as to the
value of securities or regarding the advisability of purchasing or selling any securities for the
Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any
provision create, any obligation on the part of the Consultant, and the Consultant is not agreeing
hereby, to: (i) furnish advice or make any recommendations regarding the purchase or sale of
portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to
perform any such similar services. The Adviser hereby acknowledges that the Consultant’s engagement
under this Agreement is as an independent contractor and not in any other capacity, including as a
fiduciary. Furthermore, the Adviser agrees that it is solely responsible for making its own
judgments in connection with the matters covered by this Agreement (irrespective of whether the
Consultant has advised or is currently advising the Adviser on related or other matters).
2. SERVICES TO BE RENDERED BY CONSULTANT
The Consultant will provide the Adviser the following information and services as may be
requested by the Adviser from time to time:
consult with the Adviser on matters relating to United States federal income
tax laws and regulations as they apply to operations of the Fund;
assist the Adviser with compliance monitoring and the implementation and use of
compliance systems; and
assist the Adviser in addressing legal and regulatory matters related to the
The Consultant, at its expense, will furnish all necessary (i) management facilities,
including salaries of personnel required for it to execute its duties faithfully under this
Agreement, and (ii) administrative facilities, including bookkeeping, clerical personnel and
equipment necessary to execute its obligations under this Agreement.
3. COMPENSATION OF CONSULTANT
The Adviser will pay the Consultant compensation that is mutually
agreed upon by the parties for the services provided by the Consultant under this
Agreement. The fees shall be determined at fair market value by reference to the arm’s
length principle as proposed by the Organization for Economic Cooperation and
Development (“OECD”), consistent with the interpretation adopted by the Internal
Revenue Service (“IRS”) pursuant to Section 482 of the Internal Revenue Code (United
States). The fees shall be adjusted for any tax authority audit adjustments or any
competent authority audit adjustments if the party and/or parties believe such
adjustments are appropriate from time to time.
4. LIABILITY OF CONSULTANT
a. Neither the Consultant nor any of its directors, officers or employees shall be liable to the
Adviser, any subadviser or the Fund for any error of judgment or mistake of law or for any loss
suffered by the Adviser, any subadviser or the Fund in connection with the matters to which this
Agreement relates except for losses resulting from willful misfeasance, bad faith or gross
negligence in the performance of, or from the reckless disregard of, the duties of the Consultant
or any of its directors.
5. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents and shareholders of the Fund are or may be
interested in the Consultant as trustees, officers, partners or otherwise; that employees, agents
and partners of the Consultant are or may be interested in the Fund as trustees, officers,
shareholders or otherwise; that the Consultant may be interested in the Fund; and that the
existence of any such dual interest shall not affect the validity hereof or of any transactions
hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Fund or by
specific provision of applicable law.
The Consultant shall submit to all regulatory and administrative bodies having jurisdiction
over the services provided pursuant to this Agreement any information, reports or other material
which any such body by reason of this Agreement may request or require pursuant to applicable laws
7. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall continue in effect unless terminated by either party upon written notice
to the other party.
8. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is approved in writing by
9. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the parties.
The headings in the sections of this Agreement are inserted for convenience of reference only
and shall not constitute a part hereof.
Should any portion of this Agreement for any reason be held to be void in law or in equity,
the Agreement shall be construed, insofar as is possible, as if such portion had never been
12. REPRESENTATIONS OF THE ADVISER AND CONSULTANT
(a.) The Adviser and Consultant each separately represent, warrant and agree on a continuing basis
it has the authority to enter into this Agreement, and that it has taken all steps necessary
to appoint the Consultant to perform the services envisaged in this Agreement;
it is duly authorized and empowered to perform its duties and obligations hereunder and that
the terms of this Agreement do not constitute a breach of any obligations by which it is bound
whether arising by contract, operation of law or otherwise;
(b.) The Consultant represents, warrants and agrees on a continuing basis the following:
1. it has the authority to enter into this Agreement,
2. it is duly authorized and empowered to perform its duties and obligations hereunder and that the terms of this
Agreement do not constitute a breach of any obligations by which the Consultant is bound whether arising by contract, operation of law or otherwise;
13. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in accordance with the
laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the Investment
Company Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the
provisions in this Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.
14. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS
The Consultant agrees to treat Fund portfolio holdings as confidential information in
accordance with the Fund’s “Policy Regarding Disclosure of Portfolio Holdings,” as such policy may
be amended from time to time, and to prohibit its employees from trading on any such confidential
This Agreement may be executed in two or more counterparts, each of which, when executed and
delivered, shall be deemed an original for all purposes, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by
their duly authorized officers as of the date first mentioned above.