EFFECTIVE AUGUST 1, 2021, THIS LETTER IS

EFFECTIVE AUGUST 1, 2021, THIS LETTER IS

WITHDRAWN. Please consult the following web

page for more information: https://www.sec.gov/

divisions/investment/im-modified-withdrawn-staffstatements.

RESPONSE OF THE OFFICE OF CHIEF COUNSEL

DIVISION OF INVESTMENT MANAGEMENT

June 26, 2013

IM Ref. No. 20134121534

John Hancock Investors Trust and

John Hancock Tax-Advantaged

Global Shareholder Yield Fund

File No. 811-04173

Your letter dated June 21, 2013 requests our assurance that we would not recommend

enforcement action to the Securities and Exchange Commission ("Commission") under Section

5(b) or Section 6(a) of the Securities Act of 1933 (the "Securities Act") against John Hancock

Investors Trust or John Hancock Tax-Advantaged Global Shareholder Yield Fund (each, a

"Fund," and collectively, the "Funds"), each of which filed and had declared effective by the

Commission a shelf registration statement on Form N-2 ("Registration Statement"), if a Fund

files a post-effective amendment to its Registration Statement pursuant to Rule 486(b) under the

Securities Act, under the circumstances set forth in your letter.

Background

You state that each Fund is a closed-end management investment company registered

under the Investment Company Act of 1940 (the "Investment Company Act"). Each Fund filed

and had declared effective by the Commission its Registration Statement pursuant to which it

may issue common shares on a delayed basis in accordance with Rule 415(a)(1)(x) under the

Securities Act and the positions of the Commission staff. 1 Each fund has filed a post-effective

amendment to its Registration Statement pursuant to Section 8(c) of the Securities Act

("Post-Effective Amendment") to bring the Fund's financial statements up to date. John

Hancock Advisers, LLC serves as the investment adviser to each Fund. John Hancock Asset

Management serves as the subadviser to the John Hancock Investors Trust. Epoch Investment

Partners, Inc. and Analytic Investors, LLC serve as subadvisers to the John Hancock

Tax-Advantaged Global Shareholder Yield Fund. Each Fund's common shares are registered

under Section 12(b) ofthe Securities Exchange Act of 1934 and are listed and traded on the New

York Stock Exchange. Each Fund has a fiscal year ending on October 31.

You state that each Fund's board of trustees (the "Board"), including a majority of

independent trustees, has concluded that the ability to raise capital through the public offering of

additional securities on a delayed and continuous basis benefits each Fund and its shareholders.

Each Board also has concluded that a continuously effective shelf registration statement is

beneficial to the Fund, its shareholders and potential investors. You also state that the Funds

might be unable to sell securities pursuant to their effective shelf registration statements for

significant portions of each year, to the detriment of the Funds and their shareholders, due to the

Post-Effective Amendment process currently required to bring the Funds' financial statements up

to date. You state that the Board of each Fund believes that the Fund, its shareholders and

potential investors would benefit if the Fund were allowed to utilize Rule 486(b) under the

Securities Act to file Post-Effective Amendments to its shelf registration statements in order to

bring its financial statements up to date, or to make other non-material changes. You further

See Nuveen Virginia Premium Income Municipal Fund, SEC StaffNo-Action Letter (Oct. 6, 2006); Pilgrim

America Prime Rate Trust, SEC Staff No-Action Letter (May I, 1998) ("Pilgrim Letter").

state that each Fund, its shareholders and potential investors would benefit if Post-Effective

Amendments filed for the purpose of bringing the Fund's financial statements up to date or to

make any other non-material changes were effective immediately, as permitted by Rule 486(b)

under the Securities Act available to certain registered closed-end investment companies. You

state that utilization of Rule 486(b) would help ensure that the Funds have the ability to raise

capital as the opportunity arises, and could reduce expenses incurred by the Funds in the

Post-Effective Amendment process. You further state that due to the limited purpose for which

the Funds would use Rule 486(b), no erosion of investor protection would occur, and investors

could have faster access to important information about the Funds, including their updated

financial information.

Discussion

Rule 486(b) under the Securities Act, in relevant part, states that a post-effective

amendment to a registration statement filed by a registered closed-end management investment

company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company

Act ("Interval Fund") shall become effective on the date on which it is filed with the

Commission, provided that certain conditions are met. The conditions ofRule 486(b) require,

among other things, that the post-effectjve amendment be filed for no purpose other than, among

other things, bringing the financial statements up to date under Section 10(a)(3) of the Securities

Act or Rule 3-18 of Regulation S-X or making non-material changes, and that the registrant

make certain representations concerning the purpose for which the amendment is filed.

In adopting Rule 486(b) in 1994, the Commission recognized that Interval Funds may

have a need to raise capital continuously, and therefore need continuously effective registration

statements and would benefit if certain filings could become effective automatically. 2 The

Commission staff in 1998 recognized that registered closed-end management investment

companies such as the Funds, which are not Interval Funds, also may benefit from the flexibility

to take advantage of favorable market conditions to raise additional capital through continuous or

delayed offerings of their securities. 3 You assert that the Funds and their shareholders also

would benefit ifthe Funds' Post-Effective Amendments that comply with the conditions of Rule

486(b) could become effective immediately pursuant to that Rule.

You represent that each filing made in reliance on the requested relief would be made in

compliance with the conditions of Rule 486(b), and that each Fund will file a Post-Effective

Amendment containing a prospectus pursuant to Section 8(c) of the Securities Act prior to any

offering of its securities at a price below net asset value. You also represent that in relying on the

requested relief to sell common shares, each Fund will sell newly issued shares at a price no

2

See Post-Effective Amendments to Investment Company Registration Statements, Investment Company

Act Release No. 20486 (Aug. 17, 1994), n.22 and accompanying text. An Interval Fund operates pursuant to a

fundamental policy that requires lhe Interval Fund to make periodic offers to repurchase its common stock in an

amount not less than five percent of the outstanding shares. See Rule 23c-3 under the Investment Company Act.

These repurchase offers may create a need for the Interval Fund to replenish its assets by making a continuous or

intermittent offering of its common stock. See Continuous or Delayed Offerings by Certain Closed-End

Management Investment Companies; Automatic Effectiveness of Certain Registration Statements and Post-Effective

Amendments, Investment Company Act Release No. 19391 (Apr. 7, 1993).

See Pilgrim Letter, supra note I, at n.l2 and accompanying text.

2

lower than the sum ofthe Fund' s net asset value plus the per share commission or underwriting

discount. 4

Conclusion

Based on the facts and representations set forth in your letter, we would not recommend

that the Commission take any enforcement action under Section S(b) or Section 6(a) of the

Securities Act against the Funds if the Funds file Post-Effective Amendments to their

Registration Statements pursuant to Rule 486(b) under the Securities Act. This response

expresses our view on enforcement action only and does not express any legal or interpretive

conclusion on the issues presented. Because our position is based upon all of the facts and

representations in your letter, any different facts or representations may require a different

conclusion. 5 We note that each Fund has acknowledged that the staff may withdraw any

assurance granted in this letter if the staff finds that the Fund is misusing Rule 486(b) or for any

other reason.

W~~/~

Adam Glazer

Senior Counsel

4

See Pilgrim Letter, supra note 1, at n.4 and accompanying text.

5

The Division oflnvestment Management generally permits third parties to rely on no-action or interpretive

letters to the extent that the third party's facts and circumstances are substantially similar to those described in the

underlying request for a no-action or interpretive letter. See Informal Guidance Program for Small Entities,

Investment Company Act Release No. 22587 (Mar. 27, 1997), n.20 . In light of the very fact-specific nature of the

Funds' request, however, the position expressed in this letter applies only to the Funds, and no other entity may rely

on this position. The staff is willing to consider similar requests from other registered closed-end management

investment companies .

3

1933 Act - Section S(b)

1933 Act - Section 6(a)

1933 Act - Rule 486

June 21, 2013

Douglas J. Scheidt, Esq.

Associate Director and Chief Counsel

Division ofInvestment Management

United States Securities and Exchange Commission

100 F Street, N.E .

Washington, DC 20549

Dear Mr. Scheidt:

On behalf of John Hancock Investors Trust (".THl") and John Hancock Tax­

Advantaged Global Shareholder Yield Fund (" HTY") (together the " Funds" and each,

indi vidually, a "Fund "), we seek assurance that the staff of the Division of Investment

Management (the "Staff") w ill not recommend enforcement action against the Funds to the

Securities and Exchange Commission (the "Commi ssion") under Section 5(b) or Section 6(a)

of the Securities Act of 1933, as amended (the " Securities Act"), if the Funds utilize Rule

486(b) of the Securiti es Act to file post-effective amendments to their registration statements

in satisfaction of the undertakings contained in eac h Fund's registration statement, under the

circumstances set forth in this letter.

L

Backgroun d

Each of the Funds is a closed-end management investment company that is registered

lmder the Investment Company Act of 1940, as amended (the "Investment Company Act").

Jolm Hancock Advisers, LLC serves as the investm ent adviser to the Funds, and each of the

Funds has a fiscal year ending October 3 1. John Hancock Asset Management a division of

Manulife Asset Management (US) LLC serves as the sub adviser to JHl. Epoch Investment

Each Fund's

Partners, Inc. and Analytic Investors, LLC serve as subadvisers to HTY

common shares are registered under Section 12(b) of the Securities Exchange Act of 1934, as

amended, and have been listed and traded on the New York Stock Exchange since the

inception of the Fund. Each Fund has filed and has had declared effective by the

Commission a shelf registration statement on Form N-2 pursuant to which it has registered,

and may issue, securities in accordance with the terms of Rule 4I 5(a)( I)(x) under the

Securities Act and the positions of the Staff articu lated in Pilgrim America Prime Rate Trust

BOS-32 87768 v 13 0516895-0055\

klgates.com

K&LIGATES

Douglas J. Scheidt, Esq.

June 2 1, 2013

Page 2

(pub. avail. May I, 1998) ("P il grim") and Nuveen Virgin ia Premium Income Municipal Fund

(pub. avail. October 6, 2006) ("Nuveen I").

The Commission initially declared effective JHl" s shelf registration statement on

Form N-2 (File Nos. 333- 181550; 811-04173) on Augus t 14, 2012, and HTY 's she lf

registration statement on Form N-2 (File No s. 333 -1 81288; 811-22056) on November 1,

20 12. JHI and HTY each subsequently filed a po st-effective amendment to its shelf

registration statement in January 23,2013 to update its financial statements in accordance

with Rule 3-18 of Regulation S-X These post-effective amen dments were reviewed by the

Commission and declared effective on February 28 , 2013.

The Board of Trustees (the "Board") of each Fund, including a majority of the

independent trustees, has concluded that the ability to raise capital through the public

offering of additional securities on a delayed and continuous basis benefits each Fund and its

sharehold ers. The Board also has concl uded that a continuously effective shelf registration

statement is beneficial to each of the Funds, their sharehold ers and potential investors.

However, the Funds might be unable to sell securities pursuant to th eir effecti ve shelf

registration statements for significant portions of each year, to the detriment of the Funds and

th eir shareholders, due to the post-effective amendm ent process currentl y required to bring

the Funds' fin ancial statements up to date.

The Board of each Fund believes that the Funds, their shareholders and potential

investors would benefit if the Funds were allowed to utili ze Rule 486(b) under the Securiti es

Act, which is available to certain registered closed-end investment companies,' to fil e post­

effective amendments to their shelf registration statements in order to bring their financial

statements up to date, or to make any other non-matelial changes. Investors would benefit

from the Funds' ability to raise capital in continuous offerings of their securities at non­

dilutive prices, without significant periods of di srupti on to such offering process. In addition,

Fund shareholders would benefit from considerable cost savings, as expenses incurred in

respect of the current post-effective amendment process are significant. Due to the limited

purpo se for which the Funds propose to use Rule 486(b), no erosion of investor protections

would occur.

I The Funds are nOI organized as interval funds pursuant to Rule 23c-3 under the Investment Company Ac t, and

there fore Rule 4 86(b) , on ils face, is nOl cu rren tl y availabl e to me Funds.

K&L IGATES

Douglas J. Scheidt, Esq.

Jun e 2 1, 20 13

Page 3

II.

Di scussion

Secti on 5(b)(1) of the Securities Act makes it unlawful for any person directly or

indirectly to transmit, through interstate commerce, a prospectus relating to any security wi th

respect to which a registrati on statement has been filed , unless the prospectus meets the

requirements of Section 10 of the Securities Act. Similarly, Section 5(b )(2) of the Securiti es

Act makes it unlawful for any person directly or indirectl y to carry or cause to be carried any

security for the purpose of sale or delivery, unl ess preceded o r accompanied by a prospectus

that meets the requirements of Section 10(a) of the Securities Act.

Section 1O(a)( I ) of the Securities Act, in pertinent part, states that a prospectus

relating to a security - other than a security issued by a foreign issuer - shall contain the

information contai ned in the issuer's registration statement. Sectio n 10(a)(3) states that,

notwithstanding Secti on 10(a)(I), a prospectus that is used more than nine months after the

effective date of the registration statement must have informati on as of a date not more than

sixteen months prior to such use, so far as the information is known to the user of the

pro spectus or can be furnished by the user of the pro spectus without unreasonable effort or

expense (a " I 0(a)(3) Prospectus").

Open-end management investment companies COpen-end Funds"), unit investment

trusts, and face-amount certificate companies are required by Section 24(e) of the Investment

Company Act to use a 10(a)(3) Prospectus that does not vary from the latest prospectus filed

as part of a post-effective amendment to the fund ' s registration statement. Open-end Funds

satisfy this requirement by filing a post-effective amendment pursuant to Rul e 485, which

provides for automatic or immediate effectiveness" Notably, however, Section 24(e) does

not apply to closed -end management investment companies, and there is no statutory

requirement mandating that a closed-end fund make such a post-effective filing 3 Instead,

Rule 415(a)(3) requires a registrant that is an investment company filing on Form N-2 to

furnish the und ertakings required by Item 34.4 of Form N-2. Item 34.4.a of Form N-2

(which is the registrati on statement utilized by closed-end funds) requires closed-end funds to

undertake "to fil e, during any period in which offers or sales are bein g made, a post-effective

2 Rule 485 (0) pennits automatic effecti veness after the passage ofa spec ified period of time.

Ru le 485(b)

provides for immedi ate effecti veness of fi li ngs made for certain purposes , including, among N her things,

updat ing financial s tatements and makin g non·ma teria! changes.

3 See SectIOn 24(e) of the In vestment Company Ac t;

1998).

L. Loss & 1. Seligman, Securities Regulation, 566 (3rd ed.

K&LIGATES

Douglas J. Scheid t, Esq.

June21 , 2013

Page 4

amendmen t to the registration statement: (I) to include any prospectus required by Section

10(a)(3) of the 1933 Act."

Each Fund has made this undertaking in it s effective registrati on statement. As a

consequence, each Fund currently is required to file a post-effective amendment on an annual

basis to update its shelf registration statement with its audited finan cial statements in

accordance with thi s und ertaking, as well as to make any non-material updates. Each Fund

will satisfy this undertaking by filing a post-effective amendment with the Commi ssion

pursuant to Section 8(c) of the Securities Act. Section 8(c) does not provide a mechani sm for

automatic effectiveness' A post-effective amendment filed pursuant to Section S(c) must be

declared effective by the Staff in order to take effect. This process subj ects the filings to

Staff review and comment, even for routine non-material amendments, which can be a

lengthy process.

During this period, no issuances can take place pursuant to the

post-effective amendment, thereby potentially preventing the Funds from taking advantage of

what may be an attractive market to raise assets for the benefit of Fund shareholders.

Closed -end funds that are operated as interval funds pursuant to Rule 23c-3 under the

Investment Company Act are not subject to these delays. Rule 486(b) provid es that a post­

effective amendment to an effective registration statement, or a registration statement for

additional shares of common stock, filed by a registered closed-end management investment

company or business development company which makes periodic repurchase offers under

Rule 23c-3 under the Investment Company Act ("Interval Funds") shall become immediately

effective on the date it is filed, or on a later date designated by the registrant that is no more

than 30 days after the filing is made, provided that the post-effective amendment or

registration statement is filed solely: (i) to register additional shares of common stock for

which a regi stration statement filed on Form N-2 is effective, (ii) to bring the financial

statements up to date under Section 10(a)(3) of the Securities Act or Rule 3-I S of Regulation

S-X, (iii) to designate a new effective date for a previously filed post-effective amendment or

registration statement for additional shares under Rule 486(a), which has not yet become

effective, (iv) to disclose or update the information required by Item 9c of Form N_2,5 (v) to

make an y non-material changes the registrant deems appropri ate, and (vi) for any other

purpose the Commission shall approve.

4 But see supra no Ie 2 and accompanying text for a discussion of Rule 485, which provides for automatic and

immediate effectiveness for Open-end Funds.

5 We note that Fonn N-2 does not have, and has never had, an " Item 9c." Based upon a review of the

adminisrrative history of Ru le 486, we believe that this should be a reference to Item 9.1.c. ofFonn N-2, which

relates to information regarding individual portfolio managers. Accordingly, the Funds plan to treat the

reference to " Item 9c" as a reference to Item 9.1.c. of Form N-2.

K&L IGATES

Douglas 1 Scheidt, Esq.

June 2 1, 20 13

Page 5

In the adopting release for Rule 486, the Comm ission stated that a[t)he initial

proposal of rul e 486 recognized that closed-end interval fund s may need continuously

effective registration statements and would benefit if certain filings could become effecti ve

automatically. ,,6 The Funds believe that this line of thought should be extended to them as

closed -end funds that are conducting offerin gs pursuant to Rule 415(a)(\ lex).

Recently, your office has concurred with this approach. In Nuveen Municipal High

Income Opportunity Fund (pub. avail. Nov. 9, 20 I 0) ("Nuveen II"), Calamos Advisors LLC

(pub. avail. Feb. 14, 2011) ("Calamos"), and Aberdeen Australia Equity Fund, Inc. (pub.

avail. April 12, 2012) ("Aberdeen"), the Staff granted no-action assurances to three closed­

end fund complexes that were engaged in a delayed or continuous offeri ng pursuant to Rule

415(a) (1 lex). In the letters, the Staff agreed not to recommend enforcement action to the

Commission under Sections 5(b) and 6(a) of the Securities Act based on the representation

that the respective funds' board of directors approved the fund s' delayed or continuous

offerings, the representation that each fund's post-effective amendments would comply with

the conditions of Rule 486(b), and the representation that each fund would file a post­

effective amendment containing a prospectus pursuant to Section 8(c) of the Securities Act

prior to any offering of its securities at a price below net asset value.

Your office has been clear that, "[i)n light of the very fac t specific nature" of the

requests, thi s relief is limited on its face to the addressees of the no-act ion letters. Your

office has gone on to note, however, that it " is willing to consider similar requests from other

registered closed-end manage ment investment companies. "

We submit that the Funds are similarl y situated to the funds in the Nuveen II ,

Calamos and Aberdeen letters for purposes of this relief. As was the case with each of the

fund s in the Nuveen II, Calamos and Aberdeen letters, each Fund ' s Board, includ ing a

majorit y of its independent trustees, has concluded that the continued abilit y to raise capital

through the public offering of additional securities on a delayed and continuous basis would

benefi t each Fund and its shareholders. In addition, each Fund 's Board has concluded that a

cont inuously effective shelf registration statement would be beneficial to the Funds, their

shareholders and potential investors. In futiheran ce of these conclusions, each Fund has an

effective registration statement on file with the Commission pursuant to which the Fund may

issue securities on a delayed and continuous basis in accordance with Rule 415 (a)( I)(x)

GPost-EjJecflve Amendments to investmenL Company Registration SIQtements, SEC Re I. No. 33 -7 083 (Aug. 17 ,

1994).

K&LiGATES

Douglas J. Scheidt, Esq.

June 21 , 201 3

Page 6

und er the Securities Act and the positions of the Commi ssion staff in the Nuveen [ and

Pilgrim letters.

As is the case with Interval Funds, the Funds and their common shareholders would

also benefit from having continuously effective registrati on statements. The ability to utilize

Rule 486(b) under the Securities Act would have significant benefits for the Funds and their

investors:

•

The Funds would have the abi lity to rai se capital as the opportunity arises;

•

The Funds would reduce the expenses they presently incur as part of the

registration statement review and comment process, thus benefiting

shareho lders; and

•

Investors could have faster access to important information about the Funds,

including their updated financial information.

In addition, because Rule 486(b) would only permit the Funds to update their

financial statements, or to make non-material changes to their registration statements, the

Funds believe that the public po licy of protecting investors would be safeguarded. The

Funds represent that in each case such filings would be made in compliance with the

conditions of Ru le 486(b), and that each Fund will file a post-effective amendment

containing a pro spectu s pursuant to Section 8(c) of the Securities Act prior to any offering of

its securities at a price below net asset value. Each Fund that relies on the requested relief to

sell common shares will sell newl y iss ued sh ares at a price no lower than the sum of the

Fund' s net asset value plus the per share commission or underwriting discount 7

The Funds would utilize Rul e 486(b) to file pos t-effective amendments only for

purposes of: (1) bringing the finan cial statements of a Fund up to date under Section 10(a)(3)

of the Securities Act or Ru le 3-1 8 of Regulation S-X, (2) to update the infonnation required

by Item 9.I.c of Form N-2, or (3) to make an y non-material changes the registrant deems

.

8

appropnate .

7 See Calamos Convenib le OppOItun1!Jes and Income Fund (pub. ava il. Feb. 14, 20 1 I).

8 The Funds would not seek to use a tiling made in accordance wi th Rule 486(b) to register additional securities

without fi rst obtaining relief from Rule 4) 3 under the Securities Act

K&LiGATES

Douglas J. Scheidt, Esq.

June21,2013

Page 7

III.

Conclusion

In light of the forgoing, we seek your assurances that the Staff will deem the Funds to

have complied with their undertaking provided in response to Item 34.4.a of FOll) N-2, and

will not recommend enforcement action against the Funds to the Commission under Section

S(b) or Section 6(a) of the Securities Act if the Funds utilize Rule 486(b) of the Securities

Act, under the circumstances set forth above.

Each Fund acknowledges that the Staff may withdraw any assurance granted in

response to this letter if the Staff finds that the Fund is misusing Rule 486(b), or for any other

reason. Please contact the undersigned at (617) 261- 3163, with any questions or comments

regarding this letter.

Mark P. Goshko

cc:

US Securities and Exchange Commission

Thomas M. Kinzler

Kinga Kapuscinski

John Hancock Funds