EXPLANATORY NOTE

The Registrant is filing this amendment to its Form N-CSR for the period ended October 31, 2014,
originally filed with the Securities and Exchange Commission on December 24, 2014 (Accession Number
0001145443-14-001643). The sole purpose of this filing is to include attachments inadvertently omitted
in the original filing.


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811- 22056

John Hancock Tax-Advantaged Global Shareholder Yield Fund
(Exact name of registrant as specified in charter)

601 Congress Street, Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

Salvatore Schiavone

Treasurer

601 Congress Street

Boston, Massachusetts 02210
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-663-4497

Date of fiscal year end:

October 31

 

 

Date of reporting period:

October 31, 2014







ITEM 1. REPORT




John Hancock

Tax-Advantaged Global Shareholder Yield Fund


Ticker: HTY Annual report 10/31/14

jhreport_intl-cover.jpg


jhreport_letter.jpg

A message to shareholders

Dear fellow shareholder,

The economic expansion that began in 2009 continues, with moderate GDP growth in the United States and the unemployment rate down considerably from its peak. However, the scene outside the United States had become less robust by the end of the period. China's economy, a key driver of global demand, was slowing, while Japan's GDP contracted in the second quarter, and the International Monetary Fund warned of another eurozone recession unless more was done to stimulate economic growth there. Meanwhile, bond markets around the world have turned in positive performance as investors pursue yield where they can find it, and the risks of rising interest rates and central bank tightening have been pushed further out into the future.

Whether markets are stable or volatile, we believe investors are well served by sticking to a commonsense, diversified approach, one that includes a mix of equities, fixed-income, and alternative strategies that can offer added diversification potential. Although events like those taking place in Ukraine and the Middle East serve as reminders that all market environments carry risk, we believe the biggest risk investors face in today's market is not staying invested.

A new look

I am pleased to introduce you to our redesigned shareholder reports. As part of an effort to elevate the educational substance in our communications, we undertook an initiative to make our reports more engaging and easier to navigate. Included in the changes are a performance snapshot that shows your fund's performance against that of a comparative index, and a Q&A with your fund's lead portfolio manager. We hope these enhancements give you better insight into your fund's activity and performance.

On behalf of everyone at John Hancock Investments, I'd like to take this opportunity to thank you for the continued trust you've placed in us.

Sincerely,

andrewarnott_sig.jpg

Andrew G. Arnott
President and Chief Executive Officer
John Hancock Investments

This commentary reflects the CEO's views as of October 31, 2014. They are subject to change at any time. For more up-to-date information, you can visit our website at jhinvestments.com.


John Hancock
Tax-Advantaged Global Shareholder Yield Fund

Table of contents

     
2   Your fund at a glance
4   Discussion of fund performance
8   Fund's investments
12   Financial statements
16   Financial highlights
17   Notes to financial statements
23   Auditor's report
24   Tax information
25   Additional information
28   Continuation of investment advisory and subadvisory agreements
34   Trustees and Officers
38   More information

1


Your fund at a glance

INVESTMENT OBJECTIVE


The fund seeks to provide total return consisting of a high level of current income and gains and long-term capital appreciation. The fund will seek to achieve favorable after-tax returns for shareholders by seeking to minimize the U.S. federal income tax consequences on income and gains generated by the fund.

AVERAGE ANNUAL TOTAL RETURNS AS OF 10/31/14 (%)


jhp14a_perfdistbar.jpg

The MSCI World Index (gross of foreign withholding taxes on dividends) is a free float-adjusted capitalization-weighted index that is designed to measure the equity market performance of developed markets.

It is not possible to invest directly in an index.

The current annualized distribution rates are the latest quarterly distribution rate as an annualized percentage of net asset value or closing market price and are 11.19% at net asset value and 10.17% at closing market price on 10-31-14.

The fund's quarterly distributions may be from net investment income, capital gains, or return of capital. Of the distributions paid for the year ended 10-31-14, it is estimated that the fund's distributions consisted of net investment income. The rates do not reflect a return of capital. These amounts are estimates, and the actual amounts and sources of distributions for tax reporting purposes may change upon final determination of tax characteristics and may be subject to changes based on tax regulations. John Hancock will send shareholders an IRS Form 1099-DIV for the calendar year that will tell them how to report these distributions for federal income tax purposes. The total returns for the fund assume all distributions are reinvested.

The performance data contained within this material represents past performance, which does not guarantee future results.

2


PERFORMANCE HIGHLIGHTS OVER THE LAST TWELVE MONTHS


Global equity markets produced gains in U.S. dollar terms

Solid gains in the first half offset a weaker second half.

Security selection hampered performance

Security selection in the industrials, financials, materials, and healthcare sectors hurt results.

Consumer staples holdings rallied

Stocks in the consumer staples sector contributed to the fund's results.

SECTOR COMPOSITION AS OF 10/31/14 (%)


jh2xwk_sectorcompbar.jpg

A note about risks

As is the case with all closed-end funds, shares of this fund may trade at a discount to the fund's net asset value (NAV). An investment in the fund is subject to investment and market risks, including the possible loss of the entire principal invested. There is no guarantee prior distribution levels will be maintained and distributions may include a substantial return of capital, which may increase the potential gain or reduce the potential loss of a subsequent sale. Fixed-income investments are subject to interest-rate and credit risk; their value will normally decline as interest rates rise or if a creditor, grantor, or counterparty is unable or unwilling to make principal, interest, or settlement payments. Investments in higher-yielding, lower rated securities include a higher risk of default. An issuer of securities held by the fund may default, have its credit rating downgraded, or otherwise perform poorly, which may affect fund performance. Certain market conditions, including reduced trading volume, heightened volatility, and rising interest rates, may impair liquidity, the ability of the fund to sell securities or close derivative positions at advantageous prices. Investing in derivative instruments involves risks different from, and in some cases greater than, the risks associated with investing directly in securities and other traditional investments. In an illiquid market, derivatives could become harder to value or sell.

3


Discussion of fund performance

An interview with Portfolio Manager William W. Priest, CFA, CPA, Epoch

williamwpriest.jpg

 William W. Priest, CFA, CPA
Portfolio Manager
Epoch

Global equity markets were volatile during the past 12 months. Can you describe some of the factors that led to that volatility?

Global equity markets produced gains in U.S. dollar terms during the past year, with solid gains in the first half offsetting weak results later in the period. Performance varied widely by sector and region. In the United States, improvement in economic conditions and corporate earnings helped push stocks to record highs. Meanwhile, stronger U.S. growth and the prospect for rising interest rates meant the dollar strengthened against the euro, Japanese yen, and British pound. This hurt international stock performance for U.S. investors because a stronger greenback means overseas holdings are worth less when translated back into dollars.

On a sector basis, the largest gains came from healthcare, information technology, and utilities stocks as some investors turned to more defensive stocks as they eased back into the equity markets. In contrast, the energy and materials sectors were the worst performers on a sector basis, hurt by fears of a global economic slowdown and declining commodity prices.

What decisions affected the fund's performance?

The fund gained during the period, with a substantial portion of the return coming from shareholder yield: cash dividends, share buybacks, and debt reduction. This result, however, did not keep pace with the MSCI World Index. We focus on companies that can increase their free cash flow and are committed to returning a significant portion of that cash to shareholders. That stock-by-stock selection process often resulted in the fund having a different composition of companies held and sector weightings. The index contains many companies that either lack free cash flow or use their free cash flow primarily to reinvest and make acquisitions. With that in mind, our positions in the industrials, financials, materials, and healthcare sectors detracted from the fund's relative performance. In contrast, stocks in the consumer staples sector contributed to the fund's relative results.

4


"We focus on companies that can increase their free cash flow and are committed to returning a significant portion of that cash to shareholders."

What holdings had the largest positive impact on the fund's performance?

The largest contributors to the fund's returns were AstraZeneca PLC and Altria Group, Inc. AstraZeneca benefited from a number of regulatory approvals of drugs in its new product pipeline. AstraZeneca shares got a further boost when U.S. drug company Pfizer, Inc., revealed it had approached AstraZeneca to propose acquiring the company. In addition, AstraZeneca completed its acquisition of Bristol-Meyers Squibb's share of the two companies' diabetes alliance. Altria stock rose as the company continued to drive growth with strong cigarette pricing offsetting volume pressures, as well as through disciplined cost control efforts. In addition, defense company Lockheed Martin Corp., tobacco company Lorillard, Inc., and telecommunications company CenturyLink, Inc. all made contributions to relative results. Lockheed Martin was helped by forecast-beating quarterly earnings and news that it had lifted the lower end of its 2014 revenue guidance. The company's plans to boost stock buybacks and keep capital spending flat were additional pluses. Lorillard, which continues to work toward merging with rival Reynolds American, Inc., saw increased revenues thanks to higher prices even as cigarette shipments fell. CenturyLink gained traction in its TV and Internet offerings and pared its fixed-line telephone losses.

What holdings detracted?

Mattel, Inc., WM Morrison Supermarkets PLC, Electricite de France SA, and Diamond Offshore Drilling, Inc. were the biggest detractors from the fund's relative performance. Mattel, the world's largest toy manufacturer, posted disappointing financial results. The stock was under pressure as

TOP 10 COUNTRIES AS OF 10/31/14 (%)


   
United States 45.7
United Kingdom 20.4
France 7.1
Germany 5.3
Canada 5.3
Switzerland 4.0
Australia 3.5
Norway 2.5
Netherlands 2.0
Italy 1.7
TOTAL 97.5
As a percentage of net assets.  
Cash and cash equivalents are not included.  

5


"We believe companies that have growth stories but lack free cash flow will be vulnerable at this stage in the economic recovery..."

management continued to work through excess inventory to better position itself for the upcoming holiday season. Electricite de France stumbled amid concern about French president Francois Hollande's plan to reduce nuclear power's share of the country's electricity mix. U.K. food retailer WM Morrison Supermarkets experienced substantial headwinds due to a growing discount segment in the U.K. retail food market. Diamond Offshore Drilling, a global offshore oil and gas drilling contractor, suffered a slowdown in demand as oil companies focused on capital efficiency and cost cutting. We eliminated our position in Diamond Offshore due to our doubts that it could maintain its dividend. Elsewhere, GlaxoSmithKline PLC also detracted. The company recorded negative earnings surprises in three out of its last four trailing quarters mainly due to pressure on the company from generic competition for several of its key drugs.

The options portion of the fund also detracted from the fund's return. Rising stock prices presented a challenging environment in which to sell call options. Options sold on the PHLX Housing Sector Index produced modest gains, while option returns on the S&P 500 Index and the Russell 2000 Index were negative.

How was the fund positioned at the end of the period?

We continued to emphasize a diversified group of companies focused on generating significant free cash flow and returning it to shareholders through a combination of dividends, share repurchases,

TEN LARGEST HOLDINGS AS OF 10/31/14 (%)


   
BCE, Inc. 2.2
Altria Group, Inc. 2.1
Verizon Communications, Inc. 2.1
AT&T, Inc. 2.0
Reynolds American, Inc. 2.0
Imperial Tobacco Group PLC 2.0
Total SA 1.9
National Grid PLC 1.9
Lorillard, Inc. 1.9
CenturyLink, Inc. 1.9
TOTAL 20.0
As a percentage of net assets.  
Cash and cash equivalents are not included.  

6


and debt reduction. We believe companies that have growth stories but lack free cash flow will be vulnerable at this stage in the economic recovery, considering the fading influence of quantitative easing. But our view is that companies that consistently grow free cash flow and allocate cash in a disciplined way that benefits shareholders should provide desirable results.

How will the fund's 2014 distributions be treated for tax purposes?

In past years, all of the fund's distributions to shareholders have consisted of qualified dividend income, which is eligible for reduced income tax rates for individuals who meet certain holding period requirements with respect to their fund shares. In 2014, the fund estimates that qualified dividend income will comprise approximately 70%- 80% of the dividends paid for calendar year 2014, with the balance of its distributions being treated as ordinary dividend income. The actual amounts and sources for tax reporting purposes will depend upon the fund's investment experience during the remainder of the year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

While the fund seeks to achieve favorable after-tax returns for its shareholders by minimizing the federal income tax consequences on income and gains generated by the fund, there is no guarantee that fund will achieve these goals. It is expected that the fund's qualified dividend income will represent less than 100% of the dividends paid in the future.

MANAGED BY


   
 williamwpriest.jpg William W. Priest, CFA, CPA
On the fund since inception
Investing since 1965
 ericlsappenfield.jpg Eric L. Sappenfield
On the fund since inception
Investing since 1986
 johntobin.jpg John Tobin, Ph.D., CFA
On the fund since 2014
Investing since 1981
 keravanvalen.jpg Kera Van Valen, CFA
On the fund since 2014
Investing since 2001
 michaelawelhoelter.jpg Michael A. Welhoelter, CFA
On the fund since inception
Investing since 1986

The views expressed in this report are exclusively those of William W. Priest, CFA, CPA, Epoch, and are subject to change. They are not meant as investment advice. Please note that the holdings discussed in this report may not have been held by the fund for the entire period. Portfolio composition is subject to review in accordance with the fund's investment strategy and may vary in the future. Current and future portfolio holdings are subject to risk.

7


Fund's investments

 

                                               
  As of 10-31-14  
        Shares     Value  
  Common stocks 98.3%     $115,212,465  
  (Cost $118,003,992)  
  Australia 3.5%     4,146,610  
  BHP Billiton, Ltd.     23,600     706,038  
  Commonwealth Bank of Australia     12,562     893,277  
  Telstra Corp., Ltd.     317,600     1,580,426  
  Westpac Banking Corp.     31,500     966,869  
  Canada 5.3%     6,221,176  
  BCE, Inc.     57,500     2,553,454  
  Potash Corp. of Saskatchewan, Inc. (C)     52,100     1,780,257  
  Rogers Communications, Inc., Class B     20,900     785,894  
  Shaw Communications, Inc., Class B     42,900     1,101,571  
  France 7.1%     8,311,764  
  Electricite de France SA     54,500     1,609,297  
  Sanofi     6,700     607,958  
  SCOR SE     35,000     1,072,485  
  Total SA     38,000     2,268,724  
  Vinci SA     29,200     1,666,685  
  Vivendi SA (I)     44,480     1,086,615  
  Germany 5.3%     6,247,662  
  BASF SE     13,100     1,157,518  
  Daimler AG     12,200     951,222  
  Deutsche Post AG     18,200     573,114  
  Deutsche Telekom AG     117,700     1,774,129  
  Muenchener Rueckversicherungs AG     9,100     1,791,679  
  Ireland 0.2%     272,117  
  Seagate Technology PLC     4,331     272,117  
  Italy 1.7%     1,921,893  
  Terna Rete Elettrica Nazionale SpA     381,200     1,921,893  
  Netherlands 2.0%     2,389,585  
  Royal Dutch Shell PLC, ADR (C)     23,780     1,707,166  
  Wolters Kluwer NV     25,560     682,419  
  Norway 2.5%     2,869,264  
  Orkla ASA     112,900     863,237  
  Statoil ASA     40,300     922,283  
  Yara International ASA     23,600     1,083,744  
  Philippines 0.6%     729,352  
  Philippine Long Distance Telephone Company, ADR (C)     10,400     729,352  

8SEE NOTES TO FINANCIAL STATEMENTS

                                               
        Shares     Value  
  Sweden 0.8%     $879,615  
  Svenska Handelsbanken AB, Class A     18,400     879,615  
  Switzerland 4.0%     4,677,360  
  Nestle SA     9,400     689,341  
  Novartis AG     11,200     1,039,392  
  Roche Holding AG     3,000     885,304  
  Swisscom AG     3,500     2,063,323  
  United Kingdom 20.4%     23,897,422  
  AstraZeneca PLC, ADR (C)     9,753     711,384  
  BAE Systems PLC     294,000     2,165,091  
  British American Tobacco PLC     25,700     1,456,614  
  Centrica PLC     359,600     1,744,050  
  Compass Group PLC     51,294     827,932  
  Diageo PLC, ADR     5,000     589,850  
  GlaxoSmithKline PLC     81,200     1,836,254  
  Imperial Tobacco Group PLC     53,100     2,306,761  
  National Grid PLC     149,600     2,220,059  
  Pearson PLC     52,700     987,837  
  Rio Tinto PLC     15,500     737,512  
  Severn Trent PLC     26,400     843,837  
  SSE PLC     83,000     2,127,372  
  Unilever PLC     20,200     812,555  
  United Utilities Group PLC     131,500     1,802,636  
  Vodafone Group PLC     607,900     2,021,544  
  WM Morrison Supermarkets PLC     284,400     706,134  
  United States 44.9%     52,648,645  
  AbbVie, Inc. (C)     27,500     1,745,150  
  Altria Group, Inc. (C)     51,000     2,465,340  
  Ameren Corp. (C)     44,100     1,867,194  
  Apple, Inc. (C)     8,000     864,000  
  Arthur J. Gallagher & Company (C)     13,900     663,030  
  AT&T, Inc. (C)     67,700     2,358,668  
  Automatic Data Processing, Inc. (C)     8,800     719,664  
  CenturyLink, Inc. (C)     52,600     2,181,848  
  CME Group, Inc. (C)     21,160     1,773,420  
  Coca-Cola Company     16,100     674,268  
  ConocoPhillips (C)     18,700     1,349,205  
  Deere & Company     7,200     615,888  
  Dominion Resources, Inc. (C)     9,400     670,220  
  Duke Energy Corp. (C)     25,250     2,074,288  
  E.I. du Pont de Nemours & Company     10,350     715,703  
  Emerson Electric Company     10,400     666,224  
  Johnson & Johnson     7,000     754,460  

SEE NOTES TO FINANCIAL STATEMENTS9

                                               
        Shares     Value  
  United States  (continued)        
  Kimberly-Clark Corp. (C)     10,000     $1,142,700  
  Kinder Morgan, Inc.     22,200     859,140  
  KLA-Tencor Corp. (C)     10,300     815,245  
  Lockheed Martin Corp. (C)     9,300     1,772,301  
  Lorillard, Inc. (C)     35,600     2,189,400  
  Mattel, Inc. (C)     35,140     1,091,800  
  McDonald's Corp.     7,300     684,229  
  Merck & Company, Inc. (C)     15,600     903,864  
  Microchip Technology, Inc. (C)     18,400     793,224  
  Microsoft Corp. (C)     18,000     845,100  
  People's United Financial, Inc. (C)     104,520     1,528,082  
  PepsiCo, Inc. (C)     7,500     721,275  
  Philip Morris International, Inc. (C)     16,900     1,504,269  
  PPL Corp. (C)     51,300     1,794,987  
  R.R. Donnelley & Sons Company (C)     64,700     1,129,015  
  Regal Entertainment Group, Class A (C)     41,500     919,225  
  Reynolds American, Inc. (C)     37,490     2,358,496  
  TECO Energy, Inc. (C)     81,400     1,596,254  
  The Dow Chemical Company (C)     22,400     1,106,560  
  The Southern Company (C)     38,480     1,783,933  
  Verizon Communications, Inc. (C)     48,639     2,444,110  
  Waste Management, Inc. (C)     14,500     708,905  
  Wells Fargo & Company (C)     18,900     1,003,401  
  Wisconsin Energy Corp. (C)     16,000     794,560  
  Preferred securities 0.8%     $1,001,670  
  (Cost $854,267)  
  United States 0.8%     1,001,670  
  MetLife, Inc., Series B, 6.500% (C)           38,600     1,001,670  
        Yield (%)     Shares     Value  
  Short-term investments 3.4%     $3,987,254  
  (Cost $3,987,254)  
  Money market funds 1.5%     1,701,254  
  State Street Institutional Treasury Money Market Fund     0.0000(Y)     1,701,254     1,701,254  
              Par value     Value  
  Repurchase agreement 1.9%     2,286,000  
  Repurchase Agreement with State Street Corp. dated 10-31-14 at 0.000% to be repurchased at $2,286,000 on 11-3-14, collateralized by $2,380,000 U.S. Treasury Notes, 0.625% due 04-30-18 (valued at $2,335,494, including interest)           2,286,000     $2,286,000  

10SEE NOTES TO FINANCIAL STATEMENTS

                                               
              Par value     Value  
  Repurchase agreement  (continued)        
  Total investments (Cost $122,845,513)† 102.5%     $120,201,389  
  Other assets and liabilities, net (2.5%)     ($2,942,506 )
  Total net assets 100.0%     $117,258,883  

               
The percentage shown for each investment category is the total value of the category as a percentage of the net assets of the fund.
ADR American Depositary Receipts
(I) Non-income producing.
(C) A portion of this security is segregated as collateral for options. Total collateral value at 10-31-14 was $41,053,807.
(Y) The rate shown is the annualized seven-day yield as of 10-31-14.
At 10-31-14, the aggregate cost of investment securities for federal income tax purposes was $127,096,433. Net unrealized depreciation aggregated $6,895,044, of which $3,007,138 related to appreciated investment securities and $9,902,182 related to depreciated investment securities.

SEE NOTES TO FINANCIAL STATEMENTS11

Financial statements

STATEMENT OF ASSETS AND LIABILITIES 10-31-14


                             
   
   
  Assets              
  Investments, at value (Cost $122,845,513)           $120,201,389  
  Cash           1,596  
  Foreign currency, at value (Cost $37,932)           37,392  
  Receivable for fund shares sold           96,258  
  Dividends receivable           650,165  
  Other receivables and prepaid expenses           73,033  
  Total assets           121,059,833  
  Liabilities              
  Payable for investments purchased           268,836  
  Written options, at value (premium received $882,987)           3,447,150  
  Payable to affiliates              
  Accounting and legal services fees           1,212  
  Other liabilities and accrued expenses           83,752  
  Total liabilities           3,800,950  
  Net assets           $117,258,883  
  Net assets consist of              
  Paid-in capital           $143,155,176  
  Accumulated net realized gain (loss) on investments, written options and foreign currency transactions           (20,678,282 )
  Net unrealized appreciation (depreciation) on investments, written options and translation of assets and liabilities in foreign currencies           (5,218,011 )
  Net assets           $117,258,883  
                 

12SEE NOTES TO FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES (continued)


                       
  Net asset value per share              
  Based on 10,250,250 shares of beneficial interest outstanding — unlimited number of shares authorized with $0.01 par value           $11.44  

SEE NOTES TO FINANCIAL STATEMENTS13

STATEMENT OF OPERATIONS  For the year ended 10-31-14


                                         
   
   
                             
  Investment income                    
  Dividends                 $9,924,159  
  Less foreign taxes withheld                 (413,882 )
  Total investment income                 9,510,277  
  Expenses                    
  Investment management fees                 1,201,006  
  Accounting and legal services fees                 20,717  
  Transfer agent fees                 23,358  
  Trustees' fees                 42,359  
  Printing and postage                 56,763  
  Professional fees                 135,861  
  Custodian fees                 57,547  
  Stock exchange listing fees                 19,854  
  Other                 33,716  
  Total expenses                 1,591,181  
  Less expense reductions                 (2,969 )
  Net expenses                 1,588,212  
  Net investment income                 7,922,065  
  Realized and unrealized gain (loss)                    
  Net realized gain (loss) on                    
  Investments and foreign currency transactions                 16,225,067  
  Written options                 (1,573,193 )
                    14,651,874  
  Change in net unrealized appreciation (depreciation) of                    
  Investments and translation of assets and liabilities in foreign currencies                 (15,712,886 )
  Written options                 (2,528,929 )
                    (18,241,815 )
  Net realized and unrealized loss                 (3,589,941 )
  Increase in net assets from operations                 $4,332,124  

14SEE NOTES TO FINANCIAL STATEMENTS

STATEMENTS OF CHANGES IN NET ASSETS 


   
                       
                    Year ended 10-31-14                       Year ended 10-31-13        
  Increase (decrease) in net assets                                      
  From operations                                      
  Net investment income                 $7,922,065                 $5,173,508  
  Net realized gain                 14,651,874                 2,853,357  
  Change in net unrealized appreciation (depreciation)                 (18,241,815 )               7,985,109  
  Increase in net assets resulting from operations                 4,332,124                 16,011,974  
  Distributions to shareholders                                      
  From net investment income                 (12,724,875 )               (7,579,874 )
  From tax return of capital                                 (4,761,490 )
  Total distributions                 (12,724,875 )               (12,341,364 )
  From fund share transactions                                      
  Issued in shelf offering                 5,744,741                 3,209,720  
  Issued pursuant to Dividend Reinvestment Plan                 181,091                 220,893  
  Total from fund share transactions                 5,925,832                 3,430,613  
  Total increase (decrease)                 (2,466,919 )               7,101,223  
  Net assets                                      
  Beginning of year                 119,725,802                 112,624,579  
  End of year                 $117,258,883                 $119,725,802  
  Undistributed net investment income                                 $12,667  
  Share activity                                      
  Shares outstanding                                      
  Beginning of year                 9,774,773                 9,496,556  
  Issued in shelf offering                 460,520                 259,460  
  Issued pursuant to Dividend Reinvestment Plan                 14,957                 18,757  
  End of year                 10,250,250                 9,774,773  

SEE NOTES TO FINANCIAL STATEMENTS15

Financial highlights

                                                                                                                                                                                                                 
           
           
           
  COMMON SHARES Period Ended     10-31-14           10-31-13           10-31-12           10-31-11           10-31-10        
  Per share operating performance                                                                                                        
  Net asset value, beginning of period                       $12.25                 $11.86                 $12.12                 $12.98                 $12.53        
  Net investment income1                       0.80                 0.54                 0.57                 0.64                 0.64        
  Net realized and unrealized gain (loss) on investments                       (0.36 )               1.12                 0.45                 (0.06 )               1.25        
  Total from investment operations                       0.44                 1.66                 1.02                 0.58                 1.89        
  Less distributions to common shareholders                                                                                                        
  From net investment income                       (1.28 )               (0.79 )               (0.75 )               (0.72 )               (0.62 )      
  From tax return of capital                                       (0.49 )               (0.53 )               (0.72 )               (0.82 )      
  Total distributions                       (1.28 )               (1.28 )               (1.28 )               (1.44 )               (1.44 )      
  Anti-dilutive impact of shelf offering                       0.03                 0.01                                                        
  Net asset value, end of period                       $11.44                 $12.25                 $11.86                 $12.12                 $12.98        
  Per share market value, end of period                       $12.59                 $12.64                 $12.37                 $12.39                 $13.66        
  Total return at net asset value (%)2                       3.65                 15.01                 8.49                 4.62                 16.33        
  Total return at market value (%)2                       10.55                 13.78                 10.69                 1.63                 35.39        
  Ratios and supplemental data                                                                                                        
  Net assets applicable to common shares, end of period (in millions)                       $117                 $120                 $113                 $115                 $122        
  Ratios (as a percentage of average net assets):                                                                                                              
        Expenses before reductions                       1.32                 1.37                 1.27                 1.28                 1.25        
        Expenses including reductions                       1.32                 1.37                 1.27                 1.28                 1.25        
        Net investment income                       6.60                 4.52                 4.76                 5.12                 5.15        
  Portfolio turnover (%)                       228                 126                 98                 95                 96        

                                                                         
1 Based on average daily shares outstanding.    
2 Total return based on net asset value reflects changes in fund's net asset value during each period. Total return based on market value reflects changes in market value. Each figure assumes that dividend, capital gain distributions, if any, were reinvested. These figures will differ depending upon the level of any discount from or premium to net asset value at which the fund's shares traded during the period.    

16SEE NOTES TO FINANCIAL STATEMENTS

Notes to financial statements

Note 1 — Organization

John Hancock Tax-Advantaged Global Shareholder Yield Fund (the fund) is a closed-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the 1940 Act).

In 2012, the fund filed a registration statement with the Securities and Exchange Commission, registering an additional 1,200,000 common shares through an equity shelf offering program. Under this program, the fund, subject to market conditions, may raise additional equity capital from time to time by offering new common shares at a price equal to or above the fund's net asset value per common share.

Note 2 — Significant accounting policies

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP), which require management to make certain estimates and assumptions as of the date of the financial statements. Actual results could differ from those estimates and those differences could be significant. The fund intends to qualify as an investment company under Topic 946 of Accounting Standards Codification of US GAAP.

Events or transactions occurring after the end of the fiscal period through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the fund:

Security valuation. Investments are stated at value as of the close of regular trading on the New York Stock Exchange (NYSE), normally at 4:00 p.m., Eastern Time. In order to value the securities, the fund uses the following valuation techniques: Equity securities held by the fund are valued at the last sale price or official closing price on the exchange where the security was acquired or most likely will be sold. In the event there were no sales during the day or closing prices are not available, the securities are valued using the last available bid price. Investments by the fund in open-end mutual funds are valued at their respective net asset values each business day. Options listed on an exchange are valued at the mean of the most recent bid and ask prices from the exchange where the option was acquired or most likely will be sold. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rates supplied by an independent pricing vendor. Securities that trade only in the over-the-counter (OTC) market are valued using bid prices. Certain short-term securities with maturities of 60 days or less at the time of purchase are valued at amortized cost.

Other portfolio securities and assets, for which reliable market quotations are not readily available, are valued at fair value as determined in good faith by the fund's Pricing Committee following procedures established by the Board of Trustees. The frequency with which these fair valuation procedures are used cannot be predicted and fair value of securities may differ significantly from the value that would have been used had a ready market for such securities existed. Trading in foreign securities may be completed before the daily close of trading on the NYSE. Significant events at the issuer or market level may affect the values of securities between the time when the valuation of the securities is generally determined and the close of the NYSE. If a significant event occurs, these securities may be fair valued, as determined in good faith by the fund's Pricing Committee, following procedures established by the Board of Trustees. The fund uses fair value adjustment factors provided by an independent pricing vendor to value certain foreign securities in order to adjust for events that may occur between the close of foreign exchanges or markets and the close of the NYSE.

The fund uses a three-tier hierarchy to prioritize the pricing assumptions, referred to as inputs, used in valuation techniques to measure fair value. Level 1 includes securities valued using quoted prices in active markets for identical securities. Level 2 includes securities valued using other significant observable inputs. Observable inputs may include quoted prices for similar securities, interest rates, prepayment speeds and credit risk. Prices for securities valued using these inputs are received from independent pricing vendors and brokers and are based on an evaluation of the inputs described. Level 3 includes securities valued using significant unobservable inputs when market prices are not readily available or reliable, including the fund's own assumptions in determining the fair value of investments. Factors used in determining value may include market or issuer specific events or trends, changes in interest rates and credit quality. The inputs or methodology used for valuing

17


securities are not necessarily an indication of the risks associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy.

The following is a summary of the values by input classification of the fund's investments as of October 31, 2014, by major security category or type:

                                   
        Total
market value
at 10-31-14
    Level 1
quoted price
    Level 2
significant
observable
inputs
    Level 3
significant
unobservable
inputs
 
  Common stocks                          
        Australia     $4,146,610         $4,146,610      
        Canada     6,221,176     $6,221,176          
        France     8,311,764         8,311,764      
        Germany     6,247,662         6,247,662      
        Ireland     272,117     272,117          
        Italy     1,921,893         1,921,893      
        Netherlands     2,389,585     1,707,166     682,419      
        Norway     2,869,264         2,869,264      
        Philippines     729,352     729,352          
        Sweden     879,615         879,615      
        Switzerland     4,677,360         4,677,360      
        United Kingdom     23,897,422     1,301,234     22,596,188      
        United States     52,648,645     52,648,645          
  Preferred securities     1,001,670     1,001,670          
  Short-term investments     3,987,254     1,701,254     2,286,000      
  Total Investments in Securities     $120,201,389     $65,582,614     $54,618,775      
  Other Financial Instruments:                          
  Written Options     ($3,447,150 )   ($3,447,150 )        

Repurchase agreements. The fund may enter into repurchase agreements. When the fund enters into a repurchase agreement, it receives collateral that is held in a segregated account by the fund's custodian. The collateral amount is marked-to-market and monitored on a daily basis to ensure that the collateral held is in an amount not less than the principal amount of the repurchase agreement plus any accrued interest. Collateral received by the fund for repurchase agreements is disclosed in the Fund's investments as part of the caption related to the repurchase agreement.

Repurchase agreements are typically governed by the terms and conditions of the Master Repurchase Agreement and/or Global Master Repurchase Agreement (collectively, MRA). Upon an event of default, the non-defaulting party may close out all transactions traded under the MRA and net amounts owed. Absent an event of default, the MRA does not result in an offset of the reported amounts of assets and liabilities in the Statement of assets and liabilities. In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the collateral value may decline or the counterparty may have insufficient assets to pay back claims resulting from close-out of the transactions.

Security transactions and related investment income. Investment security transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is accrued as earned. Dividend income is recorded on the ex-date, except for dividends of foreign securities where the dividend may not be known until after the ex-date. In those cases, dividend income, net of withholding taxes, is recorded when the fund becomes aware of the dividends. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds from litigation.

18


Foreign currency translation. Assets, including investments and liabilities denominated in foreign currencies, are translated into U.S. dollar values each day at the prevailing exchange rate. Purchases and sales of securities, income and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction. The effect of changes in foreign currency exchange rates on the value of securities is reflected as a component of the realized and unrealized gains (losses) on investments.

Funds that invest internationally generally carry more risk than funds that invest strictly in U.S. securities. These risks are heightened for investments in emerging markets. Risks can result from differences in economic and political conditions, regulations, market practices (including higher transaction costs), accounting standards and other factors. Foreign investments are also subject to a decline in the value of a foreign currency versus the U.S. dollar, which reduces the dollar value of securities denominated in that currency.

Foreign taxes. The fund may be subject to withholding tax on income and/or capital gains or repatriation taxes imposed by certain countries in which the fund invests. Taxes are accrued based upon investment income, realized gains or unrealized appreciation.

Overdrafts. Pursuant to the custodian agreement, the fund's custodian may, in its discretion, advance funds to the fund to make properly authorized payments. When such payments result in an overdraft, the fund is obligated to repay the custodian for any overdraft, including any costs or expenses associated with the overdraft. The custodian may have a lien, security interest or security entitlement in any fund property that is not otherwise segregated or pledged, to the maximum extent permitted by law, to the extent of any overdraft.

Expenses. Within the John Hancock group of funds complex, expenses that are directly attributable to an individual fund are allocated to such fund. Expenses that are not readily attributable to a specific fund are allocated among all funds in an equitable manner, taking into consideration, among other things, the nature and type of expense and the fund's relative net assets. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Federal income taxes. The fund intends to continue to qualify as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required.

Under the Regulated Investment Company Modernization Act of 2010, the fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

For federal income tax purposes, as of October 31, 2014, the fund has a capital loss carryforward of $18,991,525 available to offset future net realized capital gains. These carryforwards expire as follows: October 31, 2017 - $16,251,674 and October 31, 2018 - $2,739,851.

As of October 31, 2014, the fund had no uncertain tax positions that would require financial statement recognition, derecognition or disclosure. The fund's federal tax returns are subject to examination by the Internal Revenue Service for a period of three years.

19


Distribution of income and gains. Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-date. The fund generally declares and pays dividends quarterly and capital gain distributions, if any, annually. The tax character of distributions for the years ended October 31, 2014 and 2013 was as follows:

     
  October 31, 2014 October 31, 2013
Ordinary Income $12,724,875 $7,579,874
Tax Return of Captial 4,761,490
Total $12,724,875 12,341,364

Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from US GAAP. Distributions in excess of tax basis earnings and profits, if any, are reported in the fund's financial statements as a return of capital.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences, if any, will reverse in a subsequent period. Book-tax differences are primarily attributable to wash sales loss deferrals, foreign currency transactions, characterization of distributions and derivative transactions.

Note 3 — Derivative instruments

The fund may invest in derivatives in order to meet its investment objective. Derivatives include a variety of different instruments that may be traded in the OTC market, on a regulated exchange or through a clearing facility. The risks in using derivatives vary depending upon the structure of the instruments, including the use of leverage, optionality, the liquidity or lack of liquidity of the contract, the creditworthiness of the counterparty or clearing organization and the volatility of the position. Some derivatives involve risks that are potentially greater than the risks associated with investing directly in the referenced securities or other referenced underlying instrument. Specifically, the fund is exposed to the risk that the counterparty to an OTC derivatives contract will be unable or unwilling to make timely settlement payments or otherwise honor its obligations. OTC derivatives transactions typically can only be closed out with the other party to the transaction.

Certain options are traded or cleared on an exchange. Exchange-traded transactions generally present less counterparty risk to a fund than OTC transactions. The exchange or clearinghouse stands between the fund and the broker to the contract and therefore, credit risk is generally limited to the failure of the exchange or clearinghouse and the clearing member. Securities pledged by the fund for exchange-traded and cleared transactions, if any, are identified in the Fund's investments.

Options. There are two types of options, put options and call options. Options are traded either OTC or on an exchange. A call option gives the purchaser of the option the right to buy (and the seller the obligation to sell) the underlying instrument at the exercise price. A put option gives the purchaser of the option the right to sell (and the writer the obligation to buy) the underlying instrument at the exercise price. Writing puts and buying calls may increase the fund's exposure to changes in the value of the underlying instrument. Buying puts and writing calls may decrease the fund's exposure to such changes. Risks related to the use of options include the loss of premiums, possible illiquidity of the options markets, trading restrictions imposed by an exchange and movements in underlying security values, and for written options, potential losses in excess of the amounts recognized on the Statement of assets and liabilities. In addition, OTC options are subject to the risks of all OTC derivatives contracts.

When the fund purchases an option, the premium paid by the fund is included in the Fund's investments and subsequently "marked-to-market" to reflect current market value. If the purchased option expires, the fund realizes a loss equal to the cost of the option. If the fund enters into a closing sale transaction, the fund realizes a gain or loss, depending on whether proceeds from the closing sale are greater or less than the original cost. When the fund writes an option, the premium received is included as a liability and subsequently "marked-to-market" to reflect the current market value of the option written. Premiums received from writing options that expire unexercised are recorded as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the

20


transaction to determine the realized gain or loss. If a put option on a security is exercised, the premium received reduces the cost basis of the securities purchased by the fund.

During the year ended October 31, 2014, the fund wrote option contracts to hedge against changes in securities markets and to generate potential income. The following tables summarize the fund's written options activities during the year ended October 31, 2014 and the contracts held at October 31, 2014.

                       
        Number of contracts     Premiums received  
  Outstanding, beginning of period     385     $762,841  
        Options written     4,820     6,907,295  
        Option closed     (4,305 )   (6,197,756 )
        Options expired     (630 )   (589,393 )
  Outstanding, end of period     270     $882,987  

                                   
  Options     Exercise price     Expiration date     Number of contracts     Premium     Value  
  Calls                                
  S&P 500 Index     $1,890     Nov 2014     190     607,850     ($2,398,750 )
  S&P 500 Index     1,885     Nov 2014     80     275,137     (1,048,400 )
  Total                       $882,987     ($3,447,150 )

Fair value of derivative instruments by risk category

The table below summarizes the fair value of derivatives held by the fund at October 31, 2014 by risk category:

                             
  Risk     Statement of assets
and liabilities location
    Financial
instruments location
    Asset derivatives
fair value
    Liabilities derivative
fair value
 
  Equity contracts     Written options, at value     Written options         ($3,447,150 )

Effect of derivative instruments on the Statement of operations

The table below summarizes the net realized gain (loss) included in the net increase (decrease) in net assets from operations, classified by derivative instrument and risk category, for the year ended October 31, 2014:

                 
  Risk     Statement of operations location     Written options  
  Equity contracts     Net realized gain (loss)     ($1,573,193 )

The table below summarizes the net change in unrealized appreciation (depreciation) included in the net increase (decrease) in net assets from operations, classified by derivative instrument and risk category, for the year ended October 31, 2014:

                 
  Risk     Statement of operations location     Written options  
  Equity contracts     Change in unrealized appreciation (depreciation)     ($2,528,929 )

Note 4 — Guarantees and indemnifications

Under the fund's organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into contracts with service providers that contain general indemnification clauses. The fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the fund that have not yet occurred. The risk of material loss from such claims is considered remote.

Note 5 — Fees and transactions with affiliates

John Hancock Advisers, LLC (the Advisor) serves as investment advisor for the fund. John Hancock Funds, LLC (the Distributor), an affiliate of the Advisor, serves as distributor for the common shares offered through the equity shelf offering.The Advisor and the Distributor are indirect, wholly owned subsidiaries of Manulife Financial Corporation (MFC).

21


Management fee. The fund has an investment advisory agreement with the Advisor under which the fund pays a daily management fee to the Advisor, on an annual basis, equal to 1.00% of the fund's average daily gross assets. Under the advisory agreement, gross assets of the fund means total assets of the fund (including any form of investment leverage) minus the sum of accrued expenses incurred in the normal course of operations. The Advisor has subadvisory agreements with Epoch Investment Partners, Inc. and Analytic Investors, LLC. The fund is not responsible for payment of the subadvisory fees.

Effective July 1, 2014, the Advisor has contractually agreed to waive a portion of its management fee and/or reimburse expenses for certain funds of the John Hancock complex, including the fund (the participating portfolios). The waiver equals, on an annualized basis, 0.01% of that portion of the aggregate net assets of all the participating portfolios that exceeds $75 billion but is less than or equal to $125 billion; 0.0125% of that portion of the aggregate net assets of all the participating portfolios that exceeds $125 billion but is less than or equal to $150 billion; and 0.015% of that portion of the aggregate net assets of all the participating portfolios that exceeds $150 billion. The amount of the reimbursement is calculated daily and allocated among all the participating portfolios in proportion to the daily net assets of each fund. This arrangement may be amended or terminated at any time by the Advisor upon notice to the fund and with the approval of the Board of Trustees.

The expense reductions described above amounted to $2,969 for the year ended October 31, 2014.

The investment management fees, including waivers described above, incurred for the year ended October 31, 2014 were equivalent to a net annual effective rate of 1.00% of the fund's average gross assets.

Accounting and legal services. Pursuant to a service agreement, the fund reimburses the Advisor for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services to the fund, including the preparation of all tax returns, periodic reports to shareholders and regulatory reports, among other services. These accounting and legal services fees incurred for the year ended October 31, 2014 amounted to an annual rate of 0.02% of the fund's average daily net assets

Trustee expenses. The fund compensates each Trustee who is not an employee of the Advisor or its affiliates. Each independent Trustee receives from the fund and the other John Hancock closed-end funds an annual retainer. In addition, Trustee out-of-pocket expenses are allocated to each fund based on its net assets relative to other funds within the John Hancock group of funds complex.

Distributor. The fund will compensate the Distributor with respect to sales of the common shares offered through the equity shelf offering at a commission rate of 1% of the gross proceeds of the sale of common shares, a portion of which is allocated to the selling dealers. During the year ended October 31, 2014, compensation to the Distributor was $58,621. The Distributor has an agreement with a sub-placement agent in the sale of common shares. The fund is not responsible for payment of commissions to the sub-placement agent.

Note 6 — Fund share transactions

Transactions in common shares for the years ended October 31, 2014 and 2013 are presented on the Statement of changes in net assets. Proceeds received in connection with the shelf offering are net of commissions and offering costs. Total offering costs of $153,573 have been prepaid by the fund. These costs are deducted from proceeds as shares are issued. To date, $92,157 has been deducted from proceeds of shares issued and the remaining $61,416 is included in Other receivables and prepaid expenses on the Statement of assets and liabilities.

Note 7 — Purchase and sale of securities

Purchases and sales of securities, other than short-term investments, amounted to $268,795,875 and $268,753,146, respectively, for the year ended October 31, 2014.

22


AUDITOR'S REPORT


Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of John Hancock Tax Advantaged Global Shareholder Yield Fund:

In our opinion, the accompanying statement of assets and liabilities, including the fund's investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock Tax Advantaged Global Shareholder Yield Fund (the "Fund") at October 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where securities purchased confirmations had not been received, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
December 16, 2014

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TAX INFORMATION


Unaudited

For federal income tax purposes, the following information is furnished with respect to the distributions of the fund, if any, paid during its taxable year ended October 31, 2014.

The fund reports the maximum amount allowable of its net taxable income as eligible for the corporate dividends-received deduction.

The fund reports the maximum amount allowable of its net taxable income as qualified dividend income, which is eligible for reduced income tax rates for individuals who meet certain holding period requirements with respect to their fund shares, as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The fund expects to report approximately 70% - 80% of its dividends paid for calendar year 2014 as such qualified dividend income. In prior years, the fund has reported 100% of its net taxable income as qualified dividend income.

Income derived from foreign sources was $5,871,990. The fund intends to pass through foreign tax credits of $404,441.

Eligible shareholders will be mailed a 2014 Form 1099-DIV in early 2015. This will reflect the tax character of all distributions paid in calendar year 2014.

Please consult a tax advisor regarding the tax consequences of your investment in the fund.

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ADDITIONAL INFORMATION


Unaudited

Investment objective and policy

The fund is a diversified, closed-end management investment company, common shares of which were initially offered to the public in 2007. The fund's investment objective is to provide total return consisting of a high level of current income and gains and long term capital appreciation. In pursuing its investment objective of total return, the fund will seek to emphasize high current income. The fund will seek to achieve favorable after-tax returns for its shareholders by seeking to minimize the U.S. federal income tax consequences on income and gains generated by the fund. Under normal market conditions, the fund will invest at least 80% of its total assets in a diversified portfolio of dividend-paying securities of issuers located throughout the world. The fund also intends to write (sell) call options on a variety of both U.S. and non-U.S. broad-based indices.

Bylaws

Effective September 27, 2013, the Board of Trustees of the fund amended and restated in its entirety the Bylaws of the fund (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws include, among other changes, provisions that: (i) require a shareholder to give written advance notice and other information to the fund of the shareholder's nominees for Trustees and proposals for other business to be considered at shareholders' meetings; (ii) require any such notice by a shareholder to be accompanied by certain information as provided in the Bylaws; (iii) prohibit shareholders from nominating Trustees or proposing other business at a special meeting of shareholders or, except in limited circumstances set forth in the Bylaws and Declaration of Trust, from acting by written consent or requiring that the fund call a special meeting of shareholders; and (iv) reserve to the Trustees the exclusive power to adopt, alter, amend or repeal any provision of the Bylaws or to make new Bylaws, except where the Declaration of Trust, Bylaws or applicable law would additionally require a shareholder vote to effect such adoption, alteration, amendment or repeal. The foregoing description of the Bylaws is qualified in its entirety by the full text of the Amended and Restated Bylaws effective as of September 27, 2013, which are available by writing to the Secretary of the fund at 601 Congress Street, 11th Floor, Boston, Massachusetts 02210.

Dividends and distributions

During the year ended October 31, 2014, distributions from net investment income totaling $1.2800 per share were paid to shareholders. The dates of payments and the amounts per share were as follows:

   
Payment Date Income Distributions
December 31, 2013 $0.3200
March 31, 2014 0.3200
June 30, 2014 0.3200
September 30, 2014 0.3200
Total $1.2800

Dividend reinvestment plan

The fund's Dividend Reinvestment Plan (the Plan) provides that distributions of dividends and capital gains are automatically reinvested in common shares of the fund by Computershare Trust Company, N.A. (the Plan Agent). Every shareholder holding at least one full share of the fund is entitled to participate in the Plan. In addition, every shareholder who became a shareholder of the fund after June 30, 2011 and holds at least one full share of the fund will be automatically enrolled in the Plan. Shareholders may withdraw from the Plan at any time and shareholders who do not participate in the Plan will receive all distributions in cash.

If the fund declares a dividend or distribution payable either in cash or in common shares of the fund and the market price of shares on the payment date for the distribution or dividend equals or exceeds the fund's net asset value per share (NAV), the fund will issue common shares to participants at a value equal to the higher of NAV or 95% of the market price. The number of additional shares to be credited to each participant's account will be determined by dividing the dollar amount of the

25


distribution or dividend by the higher of NAV or 95% of the market price. If the market price is lower than NAV, or if dividends or distributions are payable only in cash, then participants will receive shares purchased by the Plan Agent on participants' behalf on the NYSE or otherwise on the open market. If the market price exceeds NAV before the Plan Agent has completed its purchases, the average per share purchase price may exceed NAV, resulting in fewer shares being acquired than if the fund had issued new shares.

There are no brokerage charges with respect to common shares issued directly by the fund. However, whenever shares are purchased or sold on the NYSE or otherwise on the open market, each participant will pay a pro rata portion of brokerage trading fees, currently $0.05 per share purchased or sold. Brokerage trading fees will be deducted from amounts to be invested.

The reinvestment of dividends and net capital gains distributions does not relieve participants of any income tax that may be payable on such dividends or distributions.

Shareholders participating in the Plan may buy additional shares of the fund through the Plan at any time in amounts of at least $50 per investment, up to a maximum of $10,000, with a total calendar year limit of $100,000. Shareholders will be charged a $5 transaction fee plus $0.05 per share brokerage trading fee for each order. Purchases of additional shares of the fund will be made on the open market. Shareholders who elect to utilize monthly electronic fund transfers to buy additional shares of the fund will be charged a $2 transaction fee plus $0.05 per share brokerage trading fee for each automatic purchase. Shareholders can also sell fund shares held in the Plan account at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent's website at www.computershare.com/investor. The Plan Agent will mail a check (less applicable brokerage trading fees) on settlement date, which is three business days after the shares have been sold. If shareholders choose to sell shares through their stockbroker, they will need to request that the Plan Agent electronically transfer those shares to their stockbroker through the Direct Registration System.

Shareholders participating in the Plan may withdraw from the Plan at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent's website at www.computershare.com/investor. Such termination will be effective immediately if the notice is received by the Plan Agent prior to any dividend or distribution record date; otherwise, such termination will be effective on the first trading day after the payment date for such dividend or distribution, with respect to any subsequent dividend or distribution. If shareholders withdraw from the Plan, their shares will be credited to their account; or, if they wish, the Plan Agent will sell their full and fractional shares and send the shareholders the proceeds, less a transaction fee of $5 and less brokerage trading fees of $0.05 per share. If a shareholder does not maintain at least one whole share of common stock in the Plan account, the Plan Agent may terminate such shareholder's participation in the Plan after written notice. Upon termination, shareholders will be sent a check for the cash value of any fractional share in the Plan account, less any applicable broker commissions and taxes.

Shareholders who hold at least one full share of the fund may join the Plan by notifying the Plan Agent by telephone, in writing or by visiting the Plan Agent's website at www.computershare.com/investor. If received in proper form by the Plan Agent before the record date of a dividend, the election will be effective with respect to all dividends paid after such record date. If shareholders wish to participate in the Plan and their shares are held in the name of a brokerage firm, bank or other nominee, shareholders should contact their nominee to see if it will participate in the Plan. If shareholders wish to participate in the Plan, but their brokerage firm, bank or other nominee is unable to participate on their behalf, they will need to request that their shares be re-registered in their own name, or they will not be able to participate. The Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by shareholders as representing the total amount registered in their name and held for their account by their nominee.

Experience under the Plan may indicate that changes are desirable. Accordingly, the fund and the Plan Agent reserve the right to amend or terminate the Plan. Participants generally will receive written notice at least 90 days before the effective date of any amendment. In the case of termination, participants will receive written notice at least 90 days before the record date for the payment of any dividend or distribution by the fund.

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Effective November 1, 2013, the Plan was revised to provide that Computershare Trust Company, N.A. no longer provides mail loss insurance coverage when shareholders mail their certificates to the fund's administrator.

All correspondence or requests for additional information about the Plan should be directed to Computershare Trust Company, N.A., at the address stated below, or by calling 800-852-0218, 201-680-6578 (For International Telephone Inquiries) and 800-952-9245 (For the Hearing Impaired (TDD)).

Shareholder communication and assistance

If you have any questions concerning the fund, we will be pleased to assist you. If you hold shares in your own name and not with a brokerage firm, please address all notices, correspondence, questions or other communications regarding the fund to the transfer agent at:

Computershare
P.O. Box 30170
College Station, TX 77842-3170
Telephone: 800-852-0218

If your shares are held with a brokerage firm, you should contact that firm, bank or other nominee for assistance.

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CONTINUATION OF INVESTMENT ADVISORY AND SUBADVISORY AGREEMENTS


Evaluation of Advisory and Subadvisory Agreements by the Board of Trustees

This section describes the evaluation by the Board of Trustees (the Board) of John Hancock Tax-Advantaged Global Shareholder Yield Fund (the fund) of the Advisory Agreement (the Advisory Agreement) with John Hancock Advisers, LLC (the Advisor) and the Subadvisory Agreements (the Subadvisory Agreements) with each of Epoch Investment Partners, Inc. (Epoch) and Analytic Investors, LLC (Analytic and collectively with Epoch, the Subadvisors). The Advisory Agreement and Subadvisory Agreements are collectively referred to as the Agreements. Prior to the June 23-25, 2014 meeting at which the Agreements were approved, the Board also discussed and considered information regarding the proposed continuation of the Agreements at an in-person meeting held on May 27-29, 2014.

Approval of Advisory and Subadvisory Agreements

At in-person meetings held on June 23-25, 2014, the Board, including the Trustees who are not considered to be interested persons of the fund under the Investment Company Act of 1940, as amended (the 1940 Act) (the Independent Trustees), reapproved for an annual period the continuation of the Advisory Agreement between the fund and the Advisor and the Subadvisory Agreements between the Advisor and each Subadvisor with respect to the fund.

In considering the Advisory Agreement and the Subadvisory Agreements, the Board received in advance of the meetings a variety of materials relating to the fund, the Advisor and each Subadvisor, including comparative performance, fee and expense information for a peer group of similar funds prepared by an independent third-party provider of fund data, performance information for an applicable benchmark index; and other pertinent information, such as the market premium and discount information, and, with respect to each Subadvisor, comparative performance information for comparably managed accounts, as applicable, and other information provided by the Advisor and each Subadvisor regarding the nature, extent and quality of services provided by the Advisor and each Subadvisor under their respective Agreements, as well as information regarding the Advisor's revenues and costs of providing services to the fund and any compensation paid to affiliates of the Advisor. At the meetings at which the renewal of the Advisory Agreement and Subadvisory Agreements are considered, particular focus is given to information concerning fund performance, comparability of fees and total expenses, and profitability. However, the Board notes that the evaluation process with respect to the Advisor and each Subadvisor is an ongoing one. In this regard, the Board also took into account discussions with management and information provided to the Board at prior meetings with respect to the services provided by the Advisor and each Subadvisor to the fund, including quarterly performance reports prepared by management containing reviews of investment results and prior presentations from each Subadvisor with respect to the fund. The Board also considered the nature, quality, and extent of non-advisory services, if any, to be provided to the fund by the Advisor's affiliates.

Throughout the process, the Board asked questions of and requested additional information from management. The Board is assisted by counsel for the fund and the Independent Trustees are also separately assisted by independent legal counsel throughout the process. The Independent Trustees also received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed continuation of the Agreements and discussed the proposed continuation of the Agreements in private sessions with their independent legal counsel at which no representatives of management were present.

Approval of Advisory Agreement

In approving the Advisory Agreement with respect to the fund, the Board, including the Independent Trustees, considered a variety of factors, including those discussed below. The Board also considered other factors (including conditions and trends prevailing generally in the economy, the securities markets, and the industry) and does not treat any single factor as determinative, and each Trustee may attribute different weights to different factors. The Board's conclusions may be based in part on its consideration of the advisory and subadvisory arrangements in prior years and on the Board's ongoing regular review of fund performance and operations throughout the year.

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Nature, extent, and quality of services. Among the information received by the Board from the Advisor relating to the nature, extent, and quality of services provided to the fund, the Board reviewed information provided by the Advisor relating to its operations and personnel, descriptions of its organizational and management structure, and information regarding the Advisor's compliance and regulatory history, including its Form ADV. The Board also noted that on a regular basis it receives and reviews information from the fund's Chief Compliance Officer (CCO) regarding the fund's compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act. The Board also considered the Advisor's risk management processes. The Board considered that the Advisor is responsible for the management of the day-to-day operations of the fund, including, but not limited to, general supervision of and coordination of the services provided by each Subadvisor, and is also responsible for monitoring and reviewing the activities of each Subadvisor and other third-party service providers.

The Board also considered the differences between the Advisor's services to the fund and the services it provides to other clients that are not closed-end funds, including, for example, the differences in services related to the regulatory and legal obligations of closed-end funds.

In considering the nature, extent, and quality of the services provided by the Advisor, the Trustees also took into account their knowledge of the Advisor's management and the quality of the performance of the Advisor's duties, through Board meetings, discussions and reports during the preceding year and through each Trustee's experience as a Trustee of the fund and of the other funds in the complex.

In the course of their deliberations regarding the Advisory Agreement, the Board considered, among other things:

     
  (a) the skills and competency with which the Advisor has in the past managed the fund's affairs and its subadvisory relationships, the Advisor's oversight and monitoring each Subadvisor's investment performance and compliance programs, such as the Subadvisor's compliance with fund policies and objectives, review of brokerage matters, including with respect to trade allocation and best execution and the Advisor's timeliness in responding to performance issues;
  (b) the background, qualifications and skills of the Advisor's personnel;
  (c) the Advisor's compliance policies and procedures and its responsiveness to regulatory changes and fund industry developments;
  (d) the Advisor's administrative capabilities, including its ability to supervise the other service providers for the fund;
  (e) the financial condition of the Advisor and whether it has the financial wherewithal to provide a high level and quality of services to the fund; and
  (f) the Advisor's reputation and experience in serving as an investment advisor to the fund and the benefit to shareholders of investing in funds that are part of a family of funds offering a variety of investments.

The Board concluded that the Advisor may reasonably be expected to continue to provide a high quality of services under the Advisory Agreement with respect to the fund.

Investment performance. In considering the fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the fund's performance results. In connection with the consideration of the Advisory Agreement, the Board:

                 
        (a)     reviewed information prepared by management regarding the fund's performance;  
        (b)     considered the comparative performance of an applicable benchmark index;  
        (c)     considered the performance of comparable funds, if any, as included in the report prepared by an independent third-party provider of fund data;  
        (d)     took into account the Advisor's analysis of the fund's performance; and  

29


                 
        (e)     considered the fund's share performance and premium/discount information.  

The Board noted that, based on its net asset value, the fund underperformed its benchmark index for the one-, three- and five-year periods ended December 31, 2013. The Board also noted that the fund had outperformed its peer group average for the one-, three- and five-year periods ended December 31, 2013. The Board took into account management's discussion of the fund's performance. The Board noted the fund's favorable performance relative to the peer group for the one-, three- and five-year periods.

The Board concluded that the fund's performance has generally outperformed the historical performance of the fund's peer group average. The Board also concluded that the fund's performance is being monitored and reasonably addressed, where appropriate.

Fees and expenses. The Board reviewed comparative information prepared by an independent third-party provider of fund data, including, among other data, the fund's contractual and net management fees (and subadvisory fees, to the extent available) and total expenses as compared to similarly situated investment companies deemed to be comparable to the fund. The Board considered the fund's ranking within a smaller group of peer funds chosen by the independent third-party provider, as well as the fund's ranking within a broader group of funds. In comparing the fund's contractual and net management fees to those of comparable funds, the Board noted that such fees include both advisory and administrative costs.

The Board noted that net management fees and total expenses for the fund are higher than the peer group median.

The Board took into account management's discussion of the fund's expenses. The Board also took into account management's discussion with respect to the advisory/subadvisory fee structure, including the amount of the advisory fee retained by the Advisor after payment of the subadvisory fees. The Board also noted that the Advisor pays the subadvisory fees. In addition, the Board took into account that management had agreed, effective July 1, 2014, to implement an overall fee waiver across the complex, including the fund, which is discussed further below. The Board reviewed information provided by the Advisor concerning the investment advisory fee charged by the Advisor or one of its advisory affiliates to other clients (including other funds in the complex) having similar investment mandates, if any. The Board considered any differences between the Advisor's and Subadvisor's services to the fund and the services they provide to other comparable clients or funds. The Board concluded that the advisory fee paid with respect to the fund is reasonable.

Profitability/indirect benefits. In considering the costs of the services to be provided and the profits to be realized by the Advisor and its affiliates from the Advisor's relationship with the fund, the Board:

     
  (a) reviewed financial information of the Advisor;
  (b) reviewed and considered information presented by the Advisor regarding the net profitability to the Advisor and its affiliates with respect to the fund;
  (c) received and reviewed profitability information with respect to the John Hancock fund complex as a whole;
  (d) received information with respect to the Advisor's allocation methodologies used in preparing the profitability data;
  (e) considered that the Advisor also provides administrative services to the fund on a cost basis pursuant to an administrative services agreement;
  (f) noted that the Advisor also derives reputational and other indirect benefits from providing advisory services to the fund;
  (g) noted that the subadvisory fees for the fund are paid by the Advisor, and are negotiated at arm's length; and
  (h) considered that the Advisor should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the fund and the entrepreneurial risk that it assumes as Advisor.

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Based upon its review, the Board concluded that the level of profitability, if any, of the Advisor and its affiliates from their relationship with the fund was reasonable and not excessive.

Economies of scale. In considering the extent to which the fund may realize any economies of scale and whether fee levels reflect these economies of scale for the benefit of the fund shareholders, the Board noted that the fund has a limited ability to increase its assets as a closed-end fund. The Board took into account management's discussions of the current advisory fee structure, and, as noted above, the services the Advisor provides in performing its functions under the Advisory Agreement and in supervising each Subadvisor.

The Board also considered potential economies of scale that may be realized by the fund as part of the John Hancock fund complex. Among them, the Board noted that the Advisor has agreed, effective July 1, 2014, to waive a portion of its management fee for the fund and for each of the other John Hancock funds in the complex (except for those discussed below) (the Participating Portfolios) or otherwise reimburse the expenses of the Participating Portfolios as follows (the Reimbursement): The Reimbursement shall equal to, on an annualized basis, 0.01% of that portion of the aggregate net assets of all the Participating Portfolios that exceed $75 billion but is less than or equal to $125 billion, 0.0125% of that portion of the aggregate net assets of all the Participating Portfolios that exceed $125 billion but is less than or equal to $150 billion and 0.015% of that portion of the aggregate net assets of all the Participating Portfolios that exceeds $150 billion. (The funds that are not Participating Portfolios are the funds of funds in the complex, which benefit from such overall management fee waiver through their investment in underlying portfolios that include Participating Portfolios that are subject to the Reimbursement.) The Board also considered the Advisor's overall operations and its ongoing investment in its business in order to expand the scale of, and improve the quality of, its operations that benefit the fund. The Board determined that the management fee structure for the fund was reasonable.

Approval of Subadvisory Agreements

In making its determination with respect to approval of the Subadvisory Agreements, the Board reviewed:

     
  (1) information relating to each Subadvisor's business, including current subadvisory services to the fund (and other funds in the John Hancock family of funds);
  (2) the historical and current performance of the fund and comparative performance information relating to an applicable benchmark index and comparable funds;
  (3) the subadvisory fee for the fund and to the extent available, comparable fee information prepared by an independent third party of fund data; and
  (4) information relating to the nature and scope of any material relationships and their significance to the fund's Advisor and each Subadvisor.

Nature, extent, and quality of services. With respect to the services provided by the Subadvisors, the Board received information provided to the Board by the Subadvisors, including each Subadvisor's Form ADV, as well as took into account information presented throughout the past year. The Board considered the Subadvisors' current level of staffing and their overall resources, as well as received information relating to each Subadvisor's compensation program. The Board reviewed each Subadvisor's history and investment experience, as well as information regarding the qualifications, background, and responsibilities of each Subadvisor's investment and compliance personnel who provide services to the fund. The Board also considered, among other things, each Subadvisor's compliance program and any disciplinary history. The Board also considered each Subadvisor's risk assessment and monitoring process. The Board reviewed each Subadvisor's regulatory history, including whether it was involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate. The Board noted that the Advisor conducts regular, periodic reviews of the Subadvisors and their operations, including regarding investment processes and organizational and staffing matters. The Board also noted that the fund's CCO and his staff conduct regular, periodic compliance reviews with the Subadvisors and present reports to the Independent Trustees regarding the same, which includes evaluating the

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regulatory compliance systems of the Subadvisors and procedures reasonably designed to assure compliance with the federal securities laws. The Board also took into account the financial condition of the Subadvisors.

The Board considered each Subadvisor's investment process and philosophy. The Board took into account that Epoch's responsibilities with respect to the fund's portfolio investments (other than the fund's option strategy) include the development and maintenance of an investment program for the fund that is consistent with the fund's investment objective, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In addition, the Board took into account that Analytic's responsibilities include formulating and implementing the option strategy and policies as they relate to the options strategy. The Board also received information with respect to brokerage policies and practices, including with respect to best execution and soft dollars.

Subadvisors compensation. In considering the cost of services to be provided by the Subadvisors and the profitability to the Subadvisors of their relationship with the fund, the Board noted that the fees under the Subadvisory Agreements are paid by the Advisor and not the fund. The Board also relied on the ability of the Advisor to negotiate the Subadvisory Agreements and the fees thereunder at arm's length. As a result, the costs of the services to be provided and the profits to be realized by the Subadvisors from their relationship with the fund were not a material factor in the Board's consideration of the Subadvisory Agreements.

The Board also received information regarding the nature and scope (including their significance to the Advisor and its affiliates and to the Subadvisors) of any material relationships, if any, with respect to the Subadvisors, which include arrangements in which each Subadvisor or its affiliates provide advisory, distribution, or management services in connection with financial products sponsored by the Advisor or its affiliates, and may include other registered investment companies, a 529 education savings plan, managed separate accounts and exempt group annuity contracts sold to qualified plans. The Board also received information and took into account any other potential conflicts of interest the Advisor might have in connection with the Subadvisory Agreements.

In addition, the Board considered other potential indirect benefits that the Subadvisors and their affiliates may receive from the Subadvisors' relationship with the fund, such as the opportunity to provide advisory services to additional funds in the John Hancock fund complex and reputational benefits.

Subadvisory fees. The Board considered that the fund pays an advisory fee to the Advisor and that, in turn, the Advisor pays subadvisory fees to the Subadvisors. As noted above, the Board also considered the fund's subadvisory fee as compared to similarly situated investment companies deemed to be comparable to the fund as included in the report prepared by the independent third party provider of fund data, to the extent available. The Board noted that the limited size of Lipper peer group was not sufficient for comparative purposes. The Board also took into account the subadvisory fee paid by the Advisor to the Subadvisors with respect to the fund to fees charged by the Subadvisors to manage other subadvised portfolios and portfolios not subject to regulation under the 1940 Act, as applicable.

Subadvisors performance. As noted above, the Board considered the fund's performance as compared to the fund's peer group and the benchmark index and noted that the Board reviews information about the fund's performance results at its regularly scheduled meetings. The Board noted the Advisor's expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadvisors. The Board was mindful of the Advisor's focus on the Subadvisors' performance. The Board also noted each Subadvisor's long-term performance record for similar accounts, as applicable.

The Board's decision to approve the Subadvisory Agreements was based on a number of determinations, including the following:

                 
        (1)     each Subadvisor has extensive experience and demonstrated skills as a manager;  
        (2)     the fund's performance has generally outperformed the historical performance of the fund's peer group average and the fund's performance is being monitored and reasonably addressed, where appropriate; and  

32


                 
        (3)     the subadvisory fees are reasonable in relation to the level and quality of services being provided.  
  * * *  

Based on the Board's evaluation of all factors that the Board deemed to be material, including those factors described above, the Board, including the Independent Trustees, concluded that renewal of the Advisory Agreement and the Subadvisory Agreements would be in the best interest of the fund and its shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Advisory Agreement and Subadvisory Agreements for an additional one-year period.

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Trustees and Officers

This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the fund and execute policies formulated by the Trustees.

Independent Trustees

     
Name, year of birth
Position(s) held with fund
Principal occupation(s) and other
directorships during past 5 years
Trustee
of the
Trust
since1
Number of John
Hancock funds
overseen by
Trustee
James M. Oates, Born: 1946 2012 227
Trustee and Chairperson of the Board
Managing Director, Wydown Group (financial consulting firm) (since 1994); Chairman and Director, Emerson Investment Management, Inc. (since 2000); Independent Chairman, Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services company) (1997-2011); Director, Stifel Financial (since 1996); Director, Investor Financial Services Corporation (1995-2007); Director, Connecticut River Bancorp (since 1998); Director, Virtus Funds (formerly Phoenix Mutual Funds) (since 1988). Trustee and Chairperson of the Board, John Hancock retail funds3 (since 2012); Trustee (2005-2006 and since 2012) and Chairperson of the Board (since 2012), John Hancock Funds III; Trustee (since 2004) and Chairperson of the Board (since 2005), John Hancock Variable Insurance Trust; Trustee and Chairperson of the Board, John Hancock Funds II (since 2005).
Charles L. Bardelis,2 Born: 1941 2012 227
Trustee
Director, Island Commuter Corp. (marine transport). Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Funds III (2005-2006 and since 2012); Trustee, John Hancock Variable Insurance Trust (since 1988); Trustee, John Hancock Funds II (since 2005).
Peter S. Burgess,2 Born: 1942 2012 227
Trustee
Consultant (financial, accounting, and auditing matters) (since 1999); Certified Public Accountant; Partner, Arthur Andersen (independent public accounting firm) (prior to 1999); Director, Lincoln Educational Services Corporation (since 2004); Director, Symetra Financial Corporation (since 2010); Director, PMA Capital Corporation (2004-2010). Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Funds III (2005-2006 and since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2005).
William H. Cunningham, Born: 1944 2007 227
Trustee
Professor, University of Texas, Austin, Texas (since 1971); former Chancellor, University of Texas System and former President of the University of Texas, Austin, Texas; Director, LIN Television (since 2009); Chairman (since 2009) and Director (since 2006), Lincoln National Corporation (insurance); Director, Resolute Energy Corporation (since 2009); Director, Southwest Airlines (since 2000); former Director, Introgen (manufacturer of biopharmaceuticals) (until 2008); former Director, Hicks Acquisition Company I, Inc. (until 2007); former Director, Texas Exchange Bank, SSB (formerly Bank of Crowley) (until 2009); former Advisory Director, JP Morgan Chase Bank (formerly Texas Commerce Bank-Austin) (until 2009). Trustee, John Hancock retail funds3 (since 1986); Trustee, John Hancock Variable Insurance Trust (since 2012); Trustee, John Hancock Funds II (2005-2006 and since 2012).
Grace K. Fey, Born: 1946 2012 227
Trustee
Chief Executive Officer, Grace Fey Advisors (since 2007); Director and Executive Vice President, Frontier Capital Management Company (1988-2007); Director, Fiduciary Trust (since 2009). Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2008).

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Independent Trustees (continued)

     
Name, year of birth
Position(s) held with fund
Principal occupation(s) and other
directorships during past 5 years
Trustee
of the
Trust
since1
Number of John
Hancock funds
overseen by
Trustee
Theron S. Hoffman,2 Born: 1947 2012 227
Trustee
Chief Executive Officer, T. Hoffman Associates, LLC (consulting firm) (since 2003); Director, The Todd Organization (consulting firm) (2003-2010); President, Westport Resources Management (investment management consulting firm) (2006-2008); Senior Managing Director, Partner, and Operating Head, Putnam Investments (2000-2003); Executive Vice President, The Thomson Corp. (financial and legal information publishing) (1997-2000). Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2008).
Deborah C. Jackson, Born: 1952 2008 227
Trustee
President, Cambridge College, Cambridge, Massachusetts (since 2011); Chief Executive Officer, American Red Cross of Massachusetts Bay (2002-2011); Board of Directors of Eastern Bank Corporation (since 2001); Board of Directors of Eastern Bank Charitable Foundation (since 2001); Board of Directors of American Student Assistance Corporation (1996-2009); Board of Directors of Boston Stock Exchange (2002-2008); Board of Directors of Harvard Pilgrim Healthcare (health benefits company) (2007-2011). Trustee, John Hancock retail funds3 (since 2008); Trustee of John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012).
Hassell H. McClellan, Born: 1945 2012 227
Trustee
Trustee, Virtus Variable Insurance Trust (formerly Phoenix Edge Series Funds) (since 2008); Director, The Barnes Group (since 2010); Associate Professor, The Wallace E. Carroll School of Management, Boston College (retired 2013). Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Funds III (2005-2006 and since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2005).
Steven R. Pruchansky, Born: 1944 2007 227
Trustee and Vice Chairperson of the Board
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and President, Greenscapes of Southwest Florida, Inc. (until 2000); Member, Board of Advisors, First American Bank (until 2010); Managing Director, Jon James, LLC (real estate) (since 2000); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty Trust (until 1994); President, Maxwell Building Corp. (until 1991). Trustee (since 1992) and Chairperson of the Board (2011-2012), John Hancock retail funds3; Trustee and Vice Chairperson of the Board, John Hancock retail funds3 John Hancock Variable Insurance Trust, and John Hancock Funds II (since 2012).
Gregory A. Russo, Born: 1949 2008 227
Trustee
Director and Audit Committee Chairman (since 2012), and Member, Audit Committee and Finance Committee (since 2011), NCH Healthcare System, Inc. (holding company for multi-entity healthcare system); Director and Member of Finance Committee, The Moorings, Inc. (nonprofit continuing care community) (since 2012); Vice Chairman, Risk & Regulatory Matters, KPMG LLP (KPMG) (2002-2006); Vice Chairman, Industrial Markets, KPMG (1998-2002); Chairman and Treasurer, Westchester County, New York, Chamber of Commerce (1986-1992); Director, Treasurer, and Chairman of Audit and Finance Committees, Putnam Hospital Center (1989-1995); Director and Chairman of Fundraising Campaign, United Way of Westchester and Putnam Counties, New York (1990-1995). Trustee, John Hancock retail funds3 (since 2008); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012).

35


Non-Independent Trustees4

     
Name, year of birth
Position(s) held with fund
Principal occupation(s) and other
directorships during past 5 years
Trustee
of the
Trust
since1
Number of John
Hancock funds
overseen by
Trustee
Craig Bromley, Born: 1966 2012 227
Non-Independent Trustee
President, John Hancock Financial Service (since 2012); Senior Executive Vice President and General Manager, U.S. Division, Manulife Corporation (since 2012); President and Chief Executive Officer, Manulife Insurance Company (Manulife Japan) (2005-2012, including prior positions). Trustee, John Hancock retail funds,3 John Hancock Variable Insurance Trust, and John Hancock Funds II (since 2012).
Warren A. Thomson, Born: 1955 2012 227
Non-Independent Trustee
Senior Executive Vice President and Chief Investment Officer, Manulife Financial Corporation and The Manufacturers Life Insurance Company (since 2009); Chairman and Chief Executive Officer, Manulife Asset Management (since 2001, including prior positions); Director (since 2006), and President and Chief Executive Officer (since 2013), Manulife Asset Management Limited; Director and Chairman, Hancock Natural Resources Group, Inc. (since 2013). Trustee, John Hancock retail funds,3 John Hancock Variable Insurance Trust, and John Hancock Funds II (since 2012).


Principal officers who are not Trustees

   
Name, year of birth
Position(s) held with fund
Principal occupation(s) and other
directorships during past 5 years
Officer
of the
Trust
since
Andrew G. Arnott, Born: 1971 2009
Executive Vice President
President**
Senior Vice President, John Hancock Financial Services (since 2009); Director and Executive Vice President, John Hancock Advisers, LLC (since 2005, including prior positions); Director and Executive Vice President, John Hancock Investment Management Services, LLC (since 2006, including prior positions); President, John Hancock Funds, LLC (since 2004, including prior positions); President (effective 3-13-14) and Executive Vice President, John Hancock retail funds,3 John Hancock Variable Insurance Trust, and John Hancock Funds II (since 2007, including prior positions).
**Effective 3-13-14.
John J. Danello, Born: 1955 2014
Senior Vice President, Secretary, and Chief Legal Officer
Vice President and Chief Counsel, John Hancock Wealth Management (since 2005); Senior Vice President (since 2007) and Chief Legal Counsel (2007-2010), John Hancock Funds, LLC and The Berkeley Financial Group, LLC; Senior Vice President (since 2006, including prior positions) and Chief Legal Officer and Secretary (since 2014), John Hancock retail funds 3 and John Hancock Variable Insurance Trust; Vice President, John Hancock Life & Health Insurance Company (since 2009); Vice President, John Hancock Life Insurance Company (USA) and John Hancock Life Insurance Company of New York (since 2010); and Senior Vice President, Secretary, and Chief Legal Counsel (2007-2014, including prior positions) of John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC.

36


Principal officers who are not Trustees (continued)

   
Name, year of birth
Position(s) held with fund
Principal occupation(s) and other
directorships during past 5 years
Officer
of the
Trust
since
Francis V. Knox, Jr., Born: 1947 2005
Chief Compliance Officer
Vice President, John Hancock Financial Services (since 2005); Chief Compliance Officer, John Hancock retail funds,3 John Hancock Variable Insurance Trust, John Hancock Funds II, John Hancock Advisers, LLC, and John Hancock Investment Management Services, LLC (since 2005).
Charles A. Rizzo, Born: 1957 2007
Chief Financial Officer
Vice President, John Hancock Financial Services (since 2008); Senior Vice President, John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC (since 2008); Chief Financial Officer, John Hancock retail funds,3 John Hancock Variable Insurance Trust and John Hancock Funds II (since 2007).
Salvatore Schiavone, Born: 1965 2010
Treasurer
Assistant Vice President, John Hancock Financial Services (since 2007); Vice President, John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC (since 2007); Treasurer, John Hancock retail funds3 (since 2007, including prior positions); Treasurer, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2010 and 2007-2009, including prior positions).

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

1 Mr. Bardelis, Mr. Burgess, Mr. Hoffman, and Mr. Thomson serve as Trustees for a term expiring in 2015; Mr. Bromley, Ms. Jackson, Mr. Oates, and Mr. Pruchansky serve as Trustees for a term expiring in 2016; and Mr. Cunningham, Ms. Fey, Mr. McClellan, and Mr. Russo serve as Trustees for a term expiring in 2017.
2 Member of the Audit Committee.
3 "John Hancock retail funds" comprises John Hancock Funds III and 37 other John Hancock funds consisting of 27 series of other John Hancock trusts and 10 closed-end funds.
4 The Trustee is a Non-Independent Trustee due to current or former positions with the Advisor and certain of its affiliates.

37


More information

   

Trustees

James M. Oates, Chairperson
Steven R. Pruchansky, Vice Chairperson
Charles L. Bardelis*
Craig Bromley†
Peter S. Burgess*
William H. Cunningham
Grace K. Fey
Theron S. Hoffman*
Deborah C. Jackson
Hassell H. McClellan
Gregory A. Russo
Warren A. Thomson†

Officers

Andrew G. Arnott
President

John J. Danello
Senior Vice President, Secretary,
and Chief Legal Officer

Francis V. Knox, Jr.
Chief Compliance Officer

Charles A. Rizzo
Chief Financial Officer

Salvatore Schiavone
Treasurer

Investment advisor

John Hancock Advisers, LLC

Subadvisor

Epoch Investment Partners, Inc.
Analytic Investors, LLC  

Custodian

State Street Bank and Trust Company

Transfer agent

Computershare Shareowner Services, LLC

Legal counsel

K&L Gates LLP

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Stock symbol

Listed New York Stock Exchange: HTY

*Member of the Audit Committee
†Non-Independent Trustee

For shareholder assistance refer to page 27

       
  You can also contact us:
    800-852-0218
jhinvestments.com

Regular mail:

Computershare
P.O. Box 30170
College Station, TX 77842-3170

The fund's proxy voting policies and procedures, as well as the fund's proxy voting record for the most recent twelve-month period ended June 30, are available free of charge on the Securities and Exchange Commission (SEC) website at sec.gov or on our website.

The fund's complete list of portfolio holdings, for the first and third fiscal quarters, is filed with the SEC on Form N-Q. The fund's Form N-Q is available on our website and the SEC's website, sec.gov, and can be reviewed and copied (for a fee) at the SEC's Public Reference Room in Washington, DC. Call 800-SEC-0330 to receive information on the operation of the SEC's Public Reference Room.

We make this information on your fund, as well as monthly portfolio holdings, and other fund details available on our website at jhinvestments.com or by calling 800-852-0218.



The report is certified under the Sarbanes-Oxley Act, which requires closed-end funds and other public companies to affirm that, to the best of their knowledge, the information in their financial reports is fairly and accurately stated in all material respects.

38


Family of funds

     

DOMESTIC EQUITY FUNDS



Balanced

Classic Value

Disciplined Value

Disciplined Value Mid Cap

Fundamental All Cap Core

Fundamental Large Cap Core

Fundamental Large Cap Value

Large Cap Equity

Select Growth

Small Cap Equity

Small Cap Value

Small Company

Strategic Growth

U.S. Equity

U.S. Global Leaders Growth

Value Equity

GLOBAL AND INTERNATIONAL EQUITY FUNDS



Disciplined Value International

Emerging Markets

Global Equity

Global Opportunities

Global Shareholder Yield

Greater China Opportunities

International Core

International Growth

International Growth Equity

International Small Company

International Value Equity

INCOME FUNDS



Bond

California Tax-Free Income

Core High Yield

Emerging Markets Debt

Floating Rate Income

Focused High Yield

Global Income

Government Income

High Yield Municipal Bond

Income

Investment Grade Bond

 

INCOME FUNDS (continued)



Massachusetts Tax-Free Income

Money Market

New York Tax-Free Income

Short Duration Credit Opportunities

Strategic Income Opportunities

Tax-Free Bond

ALTERNATIVE AND SPECIALTY FUNDS



Absolute Return Currency

Alternative Asset Allocation

Enduring Equity

Financial Industries

Global Absolute Return Strategies

Global Conservative Absolute Return

Natural Resources

Redwood

Regional Bank

Seaport

Technical Opportunities

ASSET ALLOCATION PORTFOLIOS



Income Allocation

Lifestyle Aggressive

Lifestyle Balanced

Lifestyle Conservative

Lifestyle Growth

Lifestyle Moderate

Retirement Choices (2010-2055)

Retirement Living (2010-2055)

Retirement Living II (2010-2055)

CLOSED-END FUNDS



Financial Opportunities

Hedged Equity & Income

Income Securities Trust

Investors Trust

Preferred Income

Preferred Income II

Preferred Income III

Premium Dividend

Tax-Advantaged Dividend Income

Tax-Advantaged Global Shareholder Yield

The investment objective, risks, charges, and expenses of each open-end fund listed above are included in its prospectus and should be considered carefully before investing. For an open-end fund prospectus, call your financial professional, call John Hancock Investments at 800-225-5291, or visit the fund's website at jhinvestments.com. Please read the prospectus carefully before investing or sending money.


John Hancock Investments

A trusted brand

John Hancock has helped individuals and institutions build and protect wealth since 1862. Today, we are one of America's strongest and most-recognized brands.

A better way to invest

As a manager of managers, we search the world to find proven portfolio teams with specialized expertise for every fund we offer, then apply vigorous investment oversight to ensure they continue to meet our uncompromising standards.

Results for investors

Our unique approach to asset management has led to a diverse set of investments deeply rooted in investor needs, along with strong risk-adjusted returns across asset classes.

     
 
jhbclogo.jpg
John Hancock Funds, LLC n Member FINRA, SIPC
601 Congress Street n Boston, MA 02210-2805
800-225-5291 n jhinvestments.com
  This report is for the information of the shareholders of John Hancock Tax-Advantaged Global Shareholder Yield Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.
  MF205654 P14A 10/14
12/14


ITEM 2.  CODE OF ETHICS.


As of the end of the period, October 31, 2014, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Chief Executive Officer, Chief Financial Officer and Treasurer (respectively, the principal executive officer, the principal financial officer and the principal accounting officer, the “Senior Financial Officers”). A copy of the code of ethics is filed as an exhibit to this Form N-CSR.


ITEM 3.  AUDIT COMMITTEE FINANCIAL EXPERT.


Peter S. Burgess is the audit committee financial expert and is “independent”, pursuant to general instructions on Form N-CSR Item 3.


ITEM 4.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.


(a) Audit Fees

The aggregate fees billed for professional services rendered by the principal accountant(s) for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant(s) in connection with statutory and regulatory filings or engagements amounted to $36,901 for the fiscal year ended October 31, 2014 and $40,573 for the fiscal year ended October 31, 2013. These fees were billed to the registrant and were approved by the registrant’s audit committee.


(b) Audit-Related Services

The aggregate fees billed for audit-related fees amounted to $0 for the fiscal year ended October 31, 2014 and $0 for the fiscal year ended October 31, 2013 billed to the registrant or to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant ("control affiliates"). In addition, amounts billed to control affiliates for service provider internal controls reviews were $198,642 and $51,270 for the fiscal years ended October 31, 2014 and 2013, respectively.


(c) Tax Fees

The aggregate fees billed for professional services rendered by the principal accountant(s) for the tax compliance, tax advice and tax planning (“tax fees”) amounted to $3,450 for the fiscal year ended October 31, 2014 and $3,492 for the fiscal year ended October 31, 2013. The nature of the services comprising the tax fees was the review of the registrant’s tax returns and tax distribution requirements. These fees were billed to the registrant and were approved by the registrant’s audit committee.


(d) All Other Fees

Other fees amounted to $383 for the fiscal year ended October 31, 2014 and $214 for the fiscal year ended October 31, 2013 billed to the registrant.


(e)(1) Audit Committee Pre-Approval Policies and Procedures:

The trust’s Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm (the “Auditor”) relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust’s Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee’s consideration of audit-related and non-audit services by the Auditor. The policies and procedures require that any audit-related and non-audit service provided by the Auditor and any non-audit service provided by the Auditor to a fund service





provider that relates directly to the operations and financial reporting of a fund are subject to approval by the Audit Committee before such service is provided. Audit-related services provided by the Auditor that are expected to exceed $25,000 per instance/per fund are subject to specific pre-approval by the Audit Committee. Tax services provided by the Auditor that are expected to exceed $30,000 per instance/per fund are subject to specific pre-approval by the Audit Committee.    

All audit services, as well as the audit-related and non-audit services that are expected to exceed the amounts stated above, must be approved in advance of provision of the service by formal resolution of the Audit Committee.  At the regularly scheduled Audit Committee meetings, the Committee reviews a report summarizing the services, including fees, provided by the Auditor.

(e)(2) Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:


Audit-Related Fees, Tax Fees and All Other Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.


(f) According to the registrant’s principal accountant, for the fiscal year ended October 31, 2014, the percentage of hours spent on the audit of the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons who were not full-time, permanent employees of principal accountant was less than 50%.


(g) The aggregate non-audit fees billed by the registrant's accountant(s) for services rendered to the registrant and rendered to the registrant's control affiliates for each of the last two fiscal years of the registrant were $5,636,080 for the fiscal year ended October 31, 2014 and $4,602,575 for the fiscal year ended October 31, 2013.


(h) The audit committee of the registrant has considered the non-audit services provided by the registrant’s principal accountant(s) to the control affiliates and has determined that the services that were not pre-approved are compatible with maintaining the principal accountant(s)' independence.  


ITEM 5.  AUDIT COMMITTEE OF LISTED REGISTRANTS.


The registrant has a separately-designated standing audit committee comprised of independent trustees. The members of the audit committee are as follows:


Peter S. Burgess - Chairman

Charles L. Bardelis

Theron S. Hoffman


ITEM 6.  SCHEDULE OF INVESTMENTS.


(a)

Not applicable.

(b)

Not applicable.


ITEM 7.  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.


See attached Exhibit “Proxy Voting Policies and Procedures”.


ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.


PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.





Information about the Analytic portfolio managers

Management Biographies and Fund ownership


Below is an alphabetical list of the Analytic portfolio managers who share joint responsibility for the implementation and execution of the Fund’s options strategy. It provides a brief summary of their business careers over the past five years.  Information is provided as of December 1, 2014.


Harindra de Silva, Ph. D., CFA

President and Portfolio Manager, Analytic Investors, LLC since 1995

Began business career in 1984

Managed the Fund since 2007


Gregory M. McMurran

Chief Investment Officer and Portfolio Manager, Analytic Investors, LLC since 1976

Began business career in 1976

Managed the Fund since 2007


Dennis Bein, CFA

Chief Investment Officer and Portfolio Manager, Analytic Investors, LLC since 1995

Began business career in 1990

Managed the Fund since 2007


Other Accounts the Portfolio Managers are Managing


The table below indicates for each portfolio manager information about the accounts over which the portfolio manager has day-to-day investment responsibility. All information on the number of accounts and total assets in the table is as of October 31, 2014. For purposes of the table, “Other Pooled Investment Vehicles” may include investment partnerships and group trusts, and “Other Accounts” may include separate accounts for institutions or individuals, insurance company general or separate accounts, pension funds and other similar institutional accounts.


 

 

Registered Investment Companies

 

Other Pooled Investment Vehicles

 

Other Accounts

 

 

Number of Accounts

 

Total Assets $Million

 

Number of Accounts

 

Total Assets $Million

 

Number of Accounts

 

Total Assets $Million

Harindra de Silva

 

7

(0)*

 

$2,896.6

($0)*

 

18

(2)*

 

$1,769.1

($117.8)*

 

29

(2)*

 

$5,272.7

($291.7)*

Gregory McMurran

 

2

(0)*

 

$231.0

($0)*

 

1

(0)*

 

$16.5

($0)*

 

2

(0)*

 

$281.1

($0)*

Dennis Bein

 

6

(0)*

 

$2,743.8

($0)*

 

18

(2)*

 

$1,769.1

($117.8)*

 

27

(2)*

 

$4,991.5

($291.7)*

Note: (* ) represents the number and value of accounts, within the total accounts that are subject to a performance-based advisory fee.   


Conflicts of Interest.  Conflicts of interest may arise because the Fund’s portfolio managers have day-to-day management responsibilities with respect to both the Fund and various other accounts. These potential conflicts include:





• Limited Resources. The portfolio managers cannot devote their full time and attention to the management of each of the accounts that they manage. Accordingly, the portfolio managers may be limited in their ability to identify investment opportunities for each of the accounts that are as attractive as might be the case if the portfolio managers were to devote substantially more attention to the management of a single account. The effects of this potential conflict may be more pronounced where the accounts have different investment strategies.


• Limited Investment Opportunities. Other clients of either Subadviser may have investment objectives and policies similar to those of the Fund. Either Subadviser may, from time to time, make recommendations which result in the purchase or sale of a particular security by its other clients simultaneously with the Fund. If transactions on behalf of more than one client during the same period increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price or quantity. It is the policy of each Subadviser to allocate advisory recommendations and the placing of orders in a manner that it believes is equitable to the accounts involved, including the Fund. When two or more clients of a Subadviser are purchasing or selling the same security on a given day from the same broker-dealer, such transactions may be averaged as to price.


• Different Investment Strategies. The accounts managed by the portfolio managers have differing investment strategies. If the portfolio managers determine that an investment opportunity may be appropriate for only some of the accounts or decide that certain of the accounts should take different positions with respect to a particular security, the portfolio managers may effect transactions for one or more accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other accounts.


• Variation in Compensation. A conflict of interest may arise where a Subadviser is compensated differently by the accounts that are managed by the portfolio managers. If certain accounts pay higher management fees or performance-based incentive fees, the portfolio managers might be motivated to prefer certain accounts over others. The portfolio managers might also be motivated to favor accounts in which they have a greater ownership interest or accounts that are more likely to enhance the portfolio managers’ performance record or to otherwise benefit the portfolio managers.


• Selection of Brokers. The portfolio managers select the brokers that execute securities transactions for the accounts that they supervise. In addition to executing trades, some brokers provide the portfolio managers with research and other services which may require the payment of higher brokerage fees than might otherwise be available. The portfolio managers’ decision as to the selection of brokers could yield disproportionate costs and benefits among the accounts that they manage, since the research and other services provided by brokers may be more beneficial to some accounts than to others.


Where conflicts of interest arise between the Fund and other accounts managed by the portfolio managers, the portfolio managers will use good faith efforts so that the Fund will not be treated materially less favorably than other accounts. There may be instances where similar portfolio transactions may be executed for the same security for numerous accounts managed by the portfolio managers. In such instances, securities will be allocated in accordance with the Adviser’s trade allocation policy.


Compensation of Portfolio Managers. Our compensation structure for professional employees consists of an industry median base salary (based on independent industry information) and an annual discretionary bonus. Bonus amounts are determined using the following factors: the overall success of the firm in terms of profitability; the overall success of the department or team; and an individual’s contribution to the team, based on goals established during the performance period and compensation is measured relative to an appropriate benchmark and universe as





identified in the table below. Compensation based on investment strategy performance is not tied to individual account performance, but rather, each strategy as a whole. Strategy performance information is based on pre-tax calculations for the prior calendar year. No portfolio manager is directly compensated a portion of an advisory fee based on the performance of a specific account. Portfolio managers’ base salaries are typically reviewed on an annual basis determined by each portfolio manager’s anniversary date of employment. Discretionary bonuses are determined annually, upon analysis of information from the prior calendar year. Analytic has granted equity interests to each employee of the firm. These equity interests entitle the employee to a certain share of Analytic’s net operating income (which is net of compensation expenses, including variable compensation) at year end. No single individual can hold more than 20% of the equity interests issued by Analytic and, in the aggregate, 60% of the equity interests issued will be held by investment team personnel.


Fund

Benchmark Index for Incentive Period

Tax-Advantaged Global Shareholder Yield Fund

CBOE S&P 500 BuyWrite Index


Share Ownership by Portfolio Managers.  The following table indicates as of October 31, 2014 the value, within the indicated range, of shares beneficially owned by the portfolio managers in the Fund.  



Portfolio Manager

Range of Beneficial Ownership

Harindra de Silva, PH. D., CFA

None

Gregory M McMurran

None

Dennis Bein, CFA

None






Information about the EPOCH portfolio managers

Management Biographies


Below is a list of the Epoch portfolio managers who share joint responsibility for the day-to-day investment management of the Fund. It provides a brief summary of their business careers over the past five years.  Effective March 1, 2014, John Tobin and Kera Van Valen joined the investment management team.  Information is provided as of December 1, 2014.


William W. Priest

Founder, Chief Executive Officer, Co-Chief Investment Officer and Portfolio Manager,

Epoch Investment Partners, Inc. since 2004

Co-managing partner and portfolio manager

Began business career in 1965

Managed the Fund since 2007


Bill is Chief Executive Officer and Co-Chief Investment Officer of Epoch Investment Partners. He is a portfolio manager for Epoch’s global equity investment strategies and leads the Investment Policy Group, a forum for analyzing broader secular and cyclical trends that Epoch believes will influence investment opportunities. Prior to co-founding Epoch in 2004 with David Pearl, Tim Taussig and Phil Clark, Bill was a Co-Managing Partner and portfolio manager at Steinberg Priest & Sloane Capital Management, LLC for three years. Before joining Steinberg Priest, he was a member of the Global Executive Committee of Credit Suisse Asset Management (CSAM), Chairman and Chief Executive Officer of Credit Suisse Asset Management Americas and CEO and portfolio manager of its predecessor firm BEA Associates, which he co-founded in 1972. During his 30 year tenure at BEA and CSAM, he developed the firm into a well-recognized investment manager with over $100 billion under management. Bill is the author of several published articles and papers on investing and finance, including the books, The Financial Reality of Pension Funding Under ERISA and the more recent, Free Cash Flow and Shareholder Yield: New Priorities for the Global Investor which details the underpinnings of our investment approach, published by John Wiley & Sons. He holds the Chartered Financial Analyst designation, is a former CPA and a graduate of Duke University and the University of Pennsylvania Wharton Graduate School of Business. He is a Director of InfraRedX and a member of the Council on Foreign Relations.


Eric Sappenfield

Managing Director, Portfolio Manager and Senior Research Analyst,

Epoch Investment Partners, Inc. since 2006

Began business career in 1985

Managed the Fund since 2007


Eric is a portfolio manager for Epoch’s Global and U.S. Equity Shareholder Yield strategies. Prior to joining Epoch in 2006, he was a research analyst at Spear Leeds & Kellogg where he was responsible for credit/risk assessment. Previously, he was a senior analyst at Steinberg Priest & Sloane Capital Management, LLC focusing on high yield bonds and equities of leveraged companies. Eric’s additional experience includes senior analytical roles at The Carlyle Group, Travelers, and Bankers Trust. Eric holds a BA degree from Stanford University and an MBA from UCLA Anderson School of Management.



John Tobin, CFA

Director, Portfolio Manager, and Senior Research Analyst

Epoch Investment Partners, Inc. since 2012

Lecturer in the Economics Department, Fordham University (2009-2012)

Senior Vice President, HSBC Global Asset Management (2005-2009)

Began business career in 1981

Managed the Fund since 2014





John is a portfolio manager for our Global and U.S. Equity Shareholder Yield strategies. Prior to joining Epoch in 2012, John taught undergraduate economics as a lecturer at Fordham University. Before that he spent four years at HSBC Global Asset Management as a senior research analyst and almost twenty years at Credit Suisse Asset Management where he was a senior research analyst for the U.S. High Yield Bond team. Previously he worked at Bankers Trust Company where he began his career. John received AB, AM and PhD degrees in Economics from Fordham University and holds the Chartered Financial Analyst designation.


Kera Van Valen, CFA

Director, Portfolio Manager, and Senior Research Analyst

Epoch Investment Partners

Began business career in 2001

Managed the Fund since 2014


Kera is a portfolio manager for our Global and U.S. Equity Shareholder Yield strategies. Prior to joining the Global Equity team Kera was an analyst within Epoch’s Quantitative Research and Risk Management team. Before joining Epoch in 2005, she was a portfolio manager of Structured Equities and Quantitative Research at Columbia Management Group where she was responsible for the day-to-day management of two index funds. She also worked at Credit Suisse Asset Management. Kera received her BA in Mathematics at Colgate University and her MBA at Columbia University, Graduate School of Business. She holds the Chartered Financial Analyst designation.


Michael A. Welhoelter

Managing Director, Portfolio Manager and Head of Quantitative Research and Risk Management,

Epoch Investment Partners, Inc. since 2005

Began business career in 1986

Managed the Fund since 2007


Mike is Epoch’s Chief Risk Officer and heads Epoch’s Quantitative Research and Risk Management team. He is responsible for integrating risk management into the investment process. Prior to joining Epoch in 2005, he was a Director and portfolio manager in the Quantitative Strategies Group at Columbia Management Group, Inc. In this role, he managed over $5 billion in mutual funds and separately managed portfolios. Prior to joining Columbia Management Group, he was at Credit Suisse Asset Management Group (“CSAM”), where he was a portfolio manager in the Structured Equity group, overseeing long/short market neutral and large cap core products. Before joining CSAM, he was a portfolio manager and quantitative research analyst at Chancellor/LGT Asset Management. Mike holds a BA degree in Computer and Information Science from Colgate University. He is a member of the New York Society of Security Analysts, the Society of Quantitative Analysts and holds the Chartered Financial Analyst designation.



Other Accounts the Portfolio Managers are Managing


The table below indicates for each portfolio manager information about the accounts over which the portfolio manager has day-to-day investment responsibility. All information on the number of accounts and total assets in the table is as of October 31, 2014. For purposes of the table, “Other





Pooled Investment Vehicles” may include investment partnerships and group trusts, and “Other Accounts” may include separate accounts for institutions or individuals, insurance company general or separate accounts, pension funds and other similar institutional accounts.



 

 

Registered Investment Companies

 

Other Pooled Investment Vehicles

 

Other Accounts

 

 

Number of Accounts

 

Total Assets $Million

 

Number of Accounts

 

Total Assets $Million

 

Number of Accounts

 

Total Assets $Million

William W. Priest

 

13

none

 

$107,313

none

 

43

2*

 

$128,034

$1,540*

 

138

17*

 

$147,956

$28,070*

Eric Sappenfield

 

9

none

 

$97,185

none

 

17

none

 

$42,694

none

 

22

1*

 

$52,709

$3,780*

John Tobin, CFA

 

9

none

 

$97,185

none

 

17

none

 

$42,694

none

 

22

1*

 

$52,709

$3,780*

Kera Van Valen, CFA

 

9

none

 

$97,185

none

 

17

none

 

$42,694

none

 

22

1*

 

$52,709

$3,780*

Michael A. Wellhoelter

 

20

none

 

$121,289

none

 

46

2*

 

$137,660

$1,540*

 

149

17*

 

$159,837

$28,070*

Note: (*) represents the number and value of accounts, within the total accounts that are subject to a performance-based advisory fee.


Conflicts of Interest.  Epoch’s sole line of business is investment management.  We do not believe we have any significant conflicts of interest in the management of client’s portfolios other than those conflicts of interest that are customary in asset management. For example, as an asset manager to multiple accounts, Epoch faces conflicts of interest related to the allocation of securities, the sequencing of transactions, fee arrangements, the use of brokerage activity to acquire research or brokerage services, and proxy voting. Epoch faces potential conflicts of interest related to the personal trading activities of its employees as well as the corporate investment activities of Epoch itself.


Epoch has developed specific policies and procedures to disclose and mitigate these potential conflicts of interest. For example, Epoch’s Code of Ethics contains, among other things, policies and procedures that address the potential conflicts of interest that exist when Epoch employees purchase or sell for their personal accounts. These potential conflicts are discussed in more detail in our Form ADV Part II which is available on our website and upon request.


As a result of the merger between Epoch and TD Bank, Epoch gained a number of TD broker/dealer affiliates, some of which may be perceived as presenting a potential conflict of interest.  We expect to avoid any potential conflicts by not conducting business with these entities.


Compensation of Portfolio Managers.   Epoch seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate all employees. Epoch employees receive a base salary and an annual bonus. For senior employees, a portion of the bonus is deferred and vests over time. Employee compensation is reviewed annually and determined by the Firm’s Operating Committee. The level of compensation for each employee is based on a





number of factors including individual performance, Firm performance and marketplace compensation information.


Investment professionals are compensated based on the performance of their strategy, their contribution to that performance, the overall performance of the Firm and their contribution to the betterment of the Firm through corporate citizenship.


Management reviews product performance, including risk-adjusted returns over one- and  three-year periods in assessing an investment professional’s performance and compensation. Each portfolio manager and analyst’s security selection and weighting recommendations are reviewed on an annual basis against relevant benchmarks. Benchmarks are selected based on the individual’s coverage and contribution to a particular strategy. For example, a U.S. Equity portfolio manager’s portfolio performance would be measured against a total market benchmark while an analyst’s performance would be measured against the relevant industry, sector or region-specific benchmark corresponding with that analyst’s coverage.


A portion of deferred compensation payable to senior employees is invested into Epoch managed vehicles and a portion is in the form of TD RSU’s, both of which will be subject to a three-year vesting schedule.  


Fund

Benchmark Index for Incentive Period

Tax-Advantaged Global Shareholder Yield Fund

MSCI World (Net) Index


Share Ownership by Portfolio Managers.  The following table indicates as of October 31, 2014 the value, within the indicated range, of shares beneficially owned by the portfolio managers in the Fund.


Portfolio Manager

Range of Beneficial Ownership

William W. Priest

$10,001 - $50,000

Eric Sappenfield

None

John Tobin, CFA

None

Kera Van Valen, CFA

None

Michael A. Welhoelter

None






ITEM 9.  PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.


Not applicable.


ITEM 10.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.





(a) The registrant has adopted procedures by which shareholders may recommend nominees to the registrant's Board of Trustees.   A copy of the procedures is filed as an exhibit to this Form       N-CSR. See attached "John Hancock Funds – Nominating and Governance Committee Charter".


ITEM 11.  CONTROLS AND PROCEDURES.


(a)  Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant's principal executive officer and principal financial officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.


(b)  There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.


ITEM 12. EXHIBITS.


(a)(1) Code of Ethics for Senior Financial Officers is attached.


(a)(2) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached.


(b)(1) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached.  The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.


(c)(1) Proxy Voting Policies and Procedures are attached.


(c)(2) Submission of Matters to a Vote of Security Holders is attached. See attached “John Hancock Funds – Governance Committee Charter.”


(c)(3) Contact person at the registrant.

 





SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


John Hancock Tax-Advantaged Global Shareholder Yield Fund



By:

/s/ Andrew Arnott

 

 

Andrew Arnott

 

 

President

 




Date:  December 12, 2014


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



By:

/s/ Andrew Arnott

 

 

Andrew Arnott

 

 

President

 




Date:  December 12, 2014



By:

/s/ Charles A. Rizzo

 

 

Charles A. Rizzo

 

 

Chief Financial Officer

 



Date:  December 12, 2014