0001010521-07-000903 Sample Contracts

AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • December 28th, 2007 • John Hancock Tax-Advantaged Global Shareholder Yield Fund • Massachusetts

AGREEMENT AND DECLARATION OF TRUST, made April 23, 2007 by the Trustees hereunder and by the holders of beneficial interest to be issued hereunder as hereinafter provided and

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JOHN HANCOCK TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND ADVISORY AGREEMENT
Advisory Agreement • December 28th, 2007 • John Hancock Tax-Advantaged Global Shareholder Yield Fund • Massachusetts

Advisory Agreement dated August 16, 2007, between John Hancock Tax-Advantaged Global Shareholder Yield Fund, a Massachusetts business trust (the “Fund”), and John Hancock Advisers, LLC, a Delaware limited liability company (the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

John Hancock Tax-Advantaged Global Shareholder Yield Fund Investment Sub- Advisory Agreement
Investment Sub-Advisory Agreement • December 28th, 2007 • John Hancock Tax-Advantaged Global Shareholder Yield Fund • Massachusetts

AGREEMENT made this 16th day of August, 2007, between John Hancock Advisers, LLC, a Delaware limited liability company (the “Adviser”), and Analytic Investors, Inc., a California corporation, (the “Sub-Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

John Hancock Tax-Advantaged Global Shareholder Yield Fund Investment Sub- Advisory Agreement
Sub-Advisory Agreement • December 28th, 2007 • John Hancock Tax-Advantaged Global Shareholder Yield Fund • Massachusetts

AGREEMENT made this 16th day of August, 2007, between John Hancock Advisers, LLC , a Delaware limited liability company (the "Adviser"), and Epoch Investment Partners, Inc., a Delaware limited liability company (the "Sub-Adviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

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