HANCOCK JOHN INVESTORS TRUST
DEF 14A, 1995-03-20
Previous: ZING TECHNOLOGIES INC, 10-Q/A, 1995-03-20
Next: HANCOCK JOHN INCOME SECURITIES TRUST /MA, DEF 14A, 1995-03-20



<PAGE>
     As filed with the Securities and Exchange Commission on March 20, 1995


                                                                        811-4173


                                  SCHEDULE 14A
                                 (Rule 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                   PROXY STATEMENT PURSUANT TO SECTION 14(A)
           OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)


Filed by the registrant                        [X]
Filed by a party other than the registrant     [ ]

Check the appropriate box:

[ ]   Preliminary proxy statement          [ ]    Confidential, for use of
                                                  the Commission only (as
                                                  permitted by Rule 14a-6(e)(2))

|X|   Definitive proxy statement
[ ]   Definitive additional materials
[ ]   Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                      JOHN HANCOCK INVESTORS TRUST
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

                      JOHN HANCOCK INVESTORS TRUST
- --------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)


Payment of filing fee (check the appropriate box):
 -
[X]   $125 per Exchange Act Rule 0-11(c)(1)(ii),  14a-6(i)(1), or 14a-6(i)(2) or
      Item 22(a)(2) of Schedule 14A.  PREVIOUSLY  PAID TO COMMISSION  DEPOSITORY
      LOCKBOX IN PITTSBURGH, PENNSYLVANIA.

[ ]   $500  per  each party to the  controversy  pursuant to  Exchange  Act Rule
      14a-6(i)(3).

[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
<PAGE>


[logo]  JOHN HANCOCK FUNDS
        A Global Investment Management Firm

                                                          101 Huntington Avenue
                                               Boston, Massachusetts 02199-7603

                          JOHN HANCOCK INVESTORS TRUST
                      JOHN HANCOCK INCOME SECURITIES TRUST

                                           March 17, 1995

Dear Fellow Shareholder:

Your Fund's next annual meeting of shareholders will be held on April 27, 1995.

Both of the  proposals  set forth in the enclosed  proxy  statement  are routine
items.  A routine  item is one that  occurs  annually  and makes no  fundamental
changes to the Fund's policies,  investment  objectives or investment management
contract.

Proposal  number  one asks you to elect  eight  Trustees  to serve  until  their
respective successors are elected and qualified. Background information relative
to each  nominee is included in the proxy  statement.  We invite you to acquaint
yourself with these individuals.

Proposal number two asks you to ratify the Trustees'  selection of Ernst & Young
LLP as the Fund's auditors for the current fiscal year ending December 31, 1995.

YOUR VOTE IS REQUIRED

Please  complete  the  enclosed  proxy  ballot  form,  sign it and mail it to us
immediately.  For your  convenience,  a postage  paid return  envelope  has been
provided.  A prompt response will avoid the cost of additional  mailings at your
Fund's expense.

If you have any  questions,  please call your  Customer  Service  Representative
toll-free at 1-800-843-0090.

Thank you in advance for your prompt action on this very important matter.

                                  Sincerely,
                                  /s/ Edward J. Boudreau, Jr.
                                  Edward J. Boudreau, Jr.
                                  Chairman and CEO

Enclosure
P56XL
- -------------------------------------------------------------------------------

John Hancock Advisers,  Inc. o John Hancock Funds, Inc.* o John Hancock Investor
Services  Corporation  o  The  Patriot  Group,  Inc.  o  John  Hancock  Advisers
International,  Ltd. o NM Capital Management,  Inc. o Sovereign Asset Management
Corporation
*Member of National Association of Securities Dealers, Inc.


<PAGE>
                          JOHN HANCOCK INVESTORS TRUST
                     JOHN HANCOCK INCOME SECURITIES TRUST

                  NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
                          TO BE HELD APRIL 27, 1995
To the Shareholders of:
  John Hancock Investors Trust
  John Hancock Income Securities Trust
    NOTICE IS HEREBY GIVEN that the Annual  Meeting of  Shareholders  of each of
John Hancock  Investors Trust and John Hancock Income  Securities Trust (each, a
"Fund" and, collectively,  the "Funds") will be held at the offices of the Funds
located on the 2nd Floor at 101  Huntington  Avenue  (across from the  Colonnade
Hotel), Boston,  Massachusetts at 9:00 A.M., Boston time, on Thursday, April 27,
1995 to consider and act upon the following proposals (for each Fund):
    (1) To elect eight Trustees to hold office until their respective successors
        have been duly elected and qualified.
    (2) To ratify the action taken by the  Trustees in  selecting  Ernst & Young
        LLP as  independent  auditors  for the fiscal year ending  December  31,
        1995.
    (3) To transact  such other  business as may properly come before the Annual
        Meeting or any adjournment of such meeting.

       YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL PROPOSALS.

    Shareholders  of record of each Fund as of the close of business on March 3,
1995 are  entitled  to notice of and to vote at the  Annual  Meeting  and at any
adjournment  of such  meeting.  The proxy  statement and form of proxy are being
mailed to shareholders on or about March 17, 1995.
                                       Thomas H. Drohan

                                   /s/Thomas H. Drohan

                                       Senior Vice President and Secretary
Boston, Massachusetts
March 17, 1995
WHETHER OR NOT YOU CAN ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
<PAGE>
                         JOHN HANCOCK INVESTORS TRUST
                     JOHN HANCOCK INCOME SECURITIES TRUST
              101 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02199

                               PROXY STATEMENT

                       ANNUAL MEETINGS OF SHAREHOLDERS
                         TO BE HELD ON APRIL 27, 1995

    This Proxy Statement is furnished to shareholders of John Hancock  Investors
Trust and John Hancock Income  Securities Trust  (collectively,  the "Funds") in
connection  with the  solicitation  of proxies by the Boards of  Trustees of the
Funds for use at the Annual  Meetings of  shareholders to be held at the offices
of the  Funds  located  on the  2nd  Floor  at 101  Huntington  Avenue,  Boston,
Massachusetts on Thursday,  April 27, 1995 at 9:00 A.M., Boston time. The Notice
of Annual Meetings of  Shareholders,  this Proxy Statement and the enclosed form
of proxy are being  mailed to  shareholders  on or about  March 17,  1995.  Each
Fund's  annual  report for its 1994  fiscal year (and the  preceding  semiannual
report) may be obtained free of charge by writing to John Hancock  Funds,  Inc.,
P.O. Box 9116, Boston, Massachusetts 02205-9116 or by calling 1-800-843-0090.

    If the enclosed  form of proxy is properly  executed and returned in time to
be voted at the Annual  Meetings,  the shares  covered  thereby will be voted in
accordance with the  instructions  marked thereon by the  shareholder.  Executed
proxies  that are  unmarked  will be voted FOR the  election of the  nominees as
Trustees and FOR the ratification of the selection of independent auditors.  Any
proxy may be revoked at any time prior to its  exercise  by a written  notice of
revocation  addressed  to and  received  by the  Secretary  of the  Funds  or by
delivering a duly  executed  proxy bearing a later date prior to the time of the
Annual Meetings.  Any shareholder who has executed a proxy but is present at the
Annual  Meetings and who wishes to vote in person may revoke his or her proxy by
notifying the Secretary of the Funds (without complying with any formalities) at
any time  before it is voted.  Presence  at the Annual  Meetings  alone will not
serve to revoke a previously executed and returned proxy.

    Shareholders  of record as of the  close of  business  on March 3, 1995 (the
"Record  Date") are entitled to one vote per share on all business of the Annual
Meetings or any  adjournment  thereof  relating to their Fund.  As of the Record
Date,  the following  number of shares of beneficial  interest of each Fund were
outstanding:

              John Hancock Investors Trust .........   7,477,404
              John Hancock Income Securities Trust .  10,205,385

    Neither Fund is aware that any person was the beneficial  owner of more than
5% of its outstanding shares on the Record Date.

    Although the Annual Meetings of the Funds are being held jointly and proxies
are being solicited through the use of this joint proxy statement,  shareholders
of each Fund will vote separately as to proposals affecting their Fund.
<PAGE>
                                  PROPOSAL I
                             ELECTION OF TRUSTEES
    Each of the nominees for election as a Trustee currently serves as a Trustee
of both Funds. Using the enclosed form of proxy, a shareholder may authorize the
proxies to vote his or her  shares for the  nominees  or may  withhold  from the
proxies authority to vote his or her shares for one or more of the nominees.  If
no contrary instructions are given, the proxies will vote FOR the nominees. Each
of the nominees has consented to his or her  nomination  and has agreed to serve
if elected. If, for any reason, any nominee should not be available for election
or able to serve as a Trustee,  the proxies will exercise  their voting power in
favor of such substitute  nominee, if any, as the Funds' Trustees may designate.
The Funds have no reason to believe  that it will be  necessary  to  designate a
substitute nominee.

INFORMATION CONCERNING NOMINEES
    The following table sets forth each nominee's  position with the Funds.  The
table also shows his or her principal  occupation or employment  during the past
five  years  and the  number  of  shares  of  beneficial  interest  of each Fund
beneficially owned by him or her, directly or indirectly, on the Record Date.

<TABLE>
<CAPTION>
                                                                          FIRST BECAME 
                                                                           A TRUSTEE
NAME AND POSITION                    PRINCIPAL OCCUPATION                (DIRECTOR PRIOR        NUMBER OF
 WITH THE FUNDS                          OR EMPLOYMENT                      TO 1-1-85)        SHARES <F4><F5>
- -----------------                  --------------------                  ---------------     -------------
<S>                           <C>                                            <C>                <C>    
Edward J. Boudreau, Jr.<F3>   Chairman and Chief Executive Officer of        1988               100 (A)
(age 50)                        John Hancock Advisers, Inc. (the                                100 (B)
Chairman                        "Adviser") and the Berkeley Financial
                                Group ("Berkeley Group"); Chairman
                                and Managing Director, John Hancock
                                Advisers International Limited
                                ("Advisers International"); Chairman,
                                NM Capital Management, Inc. ("NM
                                Capital"), John Hancock Funds, Inc.
                                ("John Hancock Funds"), John Hancock
                                Investor Services Corporation
                                ("Investor Services"), First
                                Signature Bank and Trust Company and
                                Sovereign Asset Management
                                Corporation ("SAMCorp"); Director,
                                John Hancock Capital Corp., John
                                Hancock Freedom Securities Corp. and
                                New England/Canada Business
                                Securities Council; Member,
                                Investment Company Institute Board of
                                Governors; Director, Asia Strategic
                                Growth Fund, Inc.; Trustee, Museum of
                                Science; President, the Adviser
                                (until July 1992); Chairman, John
                                Hancock Distributors, Inc. (until
                                April 1994); and Trustee or Director,
                                and Chairman of 68 investment
                                companies managed by the Adviser.

Dennis S. Aronowitz           Professor of Law, Boston University            1988               100 <F1>
(age 63)                        School of Law; Director, Boston                                 100 <F2>
Trustee                         University Center for Banking Law
                                Studies (until 1990); Trustee or
                                Director of 18 investment companies
                                managed by the Adviser.

Richard P. Chapman, Jr.       President, Brookline Savings Bank;             1975               100 <F1>
(age 61)                        Trustee or Director of 18 investment                            100 <F2>
Trustee                         companies managed by the Adviser.

<PAGE>
William J. Cosgrove           Vice President, Senior Banker and              1991               100 <F1>
(age 62)                        Senior Credit Officer, Citibank, N.A.                           100 <F2>
Trustee                         (retired September, 1991); Executive
                                Vice President, Citadel Group
                                Representative Inc.; Trustee or
                                Director of 18 investment companies
                                managed by the Adviser.

Gail D. Fosler                Vice President and Chief Economist, The        1994                 0 <F1>
(age 47)                        Conference Board (nonprofit economic                              0 <F2>
Trustee                         and business research); Deputy Staff
                                Director and Chief Economist,
                                Minority Staff of U.S. Senate
                                Committee on the Budget (until
                                September 1989); Trustee or Director
                                of 18 investment companies managed by
                                the Adviser.

Bayard Henry                  Corporate Advisor; Director, Fiduciary         1975               353 <F1>
(age 63)                        Trust Company (trust company);                                  548 <F2>
Trustee                         Director, Groundwater Technology,
                                Inc. (remediation); Trustee or
                                Director of 18 investment companies
                                managed by the Adviser.

Richard S. Scipione <F3>      General Counsel, John Hancock Mutual           1985                 0 <F1>
(age 57)                        Life Insurance Company (the                                     734 <F2>
Trustee                         "Insurance Company"); Director, the
                                Adviser, John Hancock Funds, Investor
                                Services, John Hancock Distributors,
                                Inc., John Hancock Subsidiaries,
                                Inc., John Hancock Property and
                                Casualty Insurance and its affiliates
                                (until November 1993), SAMCorp and NM
                                Capital; Trustee, the Berkeley Group;
                                Director, JH Networking Insurance
                                Agency, Inc., John Hancock Home
                                Mortgage Corporation and John Hancock
                                Financial Access, Inc. (until July
                                1990); Trustee or Director of 32
                                investment companies managed by the
                                Adviser.

Edward J. Spellman            Partner, KPMG Peat Marwick (retired            1990                100 <F1>
(age 62)                        June, 1990); Trustee or Director of                            3,000 <F2>
Trustee                         18 investment companies managed by
                                the Adviser.
<FN>
- ---------
<F1> John Hancock Investors Trust
<F2> John Hancock Income Securities Trust
<F3> "Interested  person," as defined in the Investment  Company Act of 1940, as
     amended (the "Investment Company Act"), of the Funds and the Adviser.
<F4> The information as to beneficial ownership is based on statements furnished
     to the Fund by the  nominees.  Each of the  officers  and  Trustees has all
     voting and investment powers with respect to the shares indicated.
<F5> As of the Record Date, the Trustees and executive  officers of John Hancock
     Investors  Trust and John  Hancock  Income  Securities  Trust held,  in the
     aggregate 1,224 and 5,267 shares, respectively,  of the Funds, in each case
     constituting less than one percent of the Fund's  outstanding shares on the
     Record Date.
</TABLE>

    Each Board of  Trustees  held four  meetings  during  the fiscal  year ended
December 31, 1994. With respect to each Fund, no Trustee attended fewer than 75%
of the  aggregate  of (1) the total  number of meetings  of the  Trustees of the
Fund;  and (2) the  total  number  of  meetings  held by all  committees  of the
Trustees on which he or she served.

    Each Fund has an Audit Committee of the Trustees.  The Committee members are
Ms. Fosler and Messrs. Aronowitz, Chapman, Cosgrove, Henry and Spellman. None of
the members of the Audit Committee are  "interested  persons," as defined in the
Investment  Company  Act  ("Independent  Trustees").  Each  Committee  held four
meetings during the fiscal year ended December 31, 1994.

    The functions performed by each Audit Committee are to recommend annually to
the Trustees a firm of  independent  certified  public  accountants to audit the
books and  records of the Fund for the  ensuing  year;  to monitor  that  firm's
performance;  to review  with the firm the scope and  results  of each audit and
determine the need, if any, to extend audit procedures;  to confer with the firm
and  representatives  of the Fund on matters  concerning  the  Fund's  financial
statements  and  reports,   including  the  appropriateness  of  its  accounting
practices  and  of  its  internal  controls  and  procedures;  to  evaluate  the
independence  of  the  firm;  to  review   procedures  to  safeguard   portfolio
securities;  to approve the purchase by the Fund from the firm of all  non-audit
services;  to review all fees paid to the firm; to recommend to the Trustees, at
the request of Fund  officers or  Trustees,  a  resolution  of any  potential or
actual conflict of interest,  and to facilitate  communication  between the firm
and the Fund's officers and Trustees.

    Each Fund has a special  Nominating  Committee of the Trustees  known as the
Committee on  Administration.  The Committee  members are Ms. Fosler and Messrs.
Aronowitz,  Chapman,  Cosgrove,  Henry, and Spellman. All of the members of each
Fund's Committee on Administration are Independent  Trustees.  Each Committee on
Administration  held four  meetings  during the fiscal year ended  December  31,
1994.

    Included  among the  functions of each  Committee on  Administration  is the
selection and nomination for  appointment and election of candidates to serve as
Trustees who are not "interested  persons," as defined in the Investment Company
Act. The  Committee on  Administration  also  coordinates  with Trustees who are
interested persons in the selection and election of Fund officers. The Committee
will consider nominees recommended by shareholders to serve as Trustees provided
that the shareholders submit such  recommendations in compliance with all of the
pertinent  provisions of Rule 14a-8 under the  Securities  Exchange Act of 1934.

EXECUTIVE OFFICERS
    In  addition  to the  Chairman  (Mr.  Boudreau),  the table below lists each
Fund's executive officers.

<TABLE>
<CAPTION>
NAME, AGE, POSITION
AND YEAR BECAME AN
EXECUTIVE OFFICER
WITH THE FUNDS                         PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS
- ------------                           -----------------------------------------------
<S>                                <C>
Robert G. Freedman                 Vice Chairman and Chief Investment Officer, the Adviser
(age 56)                             and certain John Hancock funds; Director, the Adviser,
President and Chief                  Advisers International, Investor Services, John
Investment Officer                   Hancock Funds, SAMCorp and NM Capital; Senior Vice
1987                                 President, Berkeley Group.

Anne C. Hodsdon                    President, the Adviser and John Hancock open-end funds
(age 41)                             and Executive Vice President, John Hancock closed-end
Executive Vice President             funds.
1985

Thomas H. Drohan                   Senior Vice President and Secretary, the Adviser,
(age 58)                             Berkeley Group and each of the John Hancock funds;
Senior Vice President                Senior Vice President, Investor Services and John
and Secretary                        Hancock Funds; Director, Advisers International; and
1978                                 Secretary, NM Capital.

James B. Little                    Senior Vice President, the Adviser, Berkeley Group, John
(age 61)                             Hancock Funds and Investor Services; Senior Vice
Senior Vice President                President and Chief Financial Officer, each of the
and Chief Financial                  John Hancock funds.
Officer
1986

James K. Ho                        Senior Vice President, the Adviser and each of the John
(age 43)                             Hancock funds.
Senior Vice President
1988

Michael P. DiCarlo                 Senior Vice President, the Adviser and certain John
(age 39)                             Hancock funds.
Senior Vice President
1992

Andrew F. St. Pierre               Senior Vice President, the Adviser and John Hancock
(age 45)                             open-end funds; President, John Hancock closed-end
President                            funds; formerly Portfolio Manager, Harvard Management
1994                                 Corp. (Until October 1991)

Susan S. Newton                    Vice President and Assistant Secretary, the Adviser;
(age 45)                             Vice President, Assistant Secretary and Compliance
Vice President,                      Officer, certain John Hancock funds; Secretary, John
Assistant Secretary                  Hancock Funds, Investor Services and SAMCorp; and Vice
and Compliance Officer               President, Berkeley Group.
1984

John A. Morin                      Vice President, the Adviser, Investor Services and John
(age 44)                             Hancock Funds; Vice President and Compliance Officer,
Vice President                       certain John Hancock funds; Counsel, the Insurance
1989                                 Company; Vice President and Assistant Secretary,
                                     Berkeley Group.

James J. Stokowski                 Vice President, the Adviser; Vice President and
(age 48)                             Treasurer, each of the John Hancock funds.
Vice President and
Treasurer
1986

Barry H. Evans                     Vice President, the Adviser and certain John Hancock
(age 34)                             funds.
Vice President
1994
</TABLE>

REMUNERATION OF OFFICERS AND TRUSTEES
    The following table provides information  regarding the compensation paid by
the Funds and the other investment companies in the John Hancock Fund Complex to
the  Independent  Trustees for their  services  for the year ended  December 31,
1994. The two non-Independent Trustees,  Messrs. Boudreau and Scipione, and each
of the  officers of the Funds are  interested  persons of the  Adviser,  and are
compensated by the Adviser not the Funds.

<TABLE>
<CAPTION>
                        AGGREGATE COMPENSATION                                  TOTAL COMPENSATION
                       ------------------------         PENSION OR              FROM THE FUNDS AND
                                      INCOME       RETIREMENT BENEFITS            OTHER FUNDS IN
                        INVESTORS   SECURITIES      ACCRUED AS PART OF       JOHN HANCOCK FUND COMPLEX
INDEPENDENT TRUSTEE       TRUST        TRUST       EACH FUND'S EXPENSES         (TOTAL OF 18 FUNDS)
- -------------------    -----------  -----------  ------------------------  -----------------------------
<S>                      <C>          <C>                   <C>                      <C>     
Dennis S. Aronowitz      $ 2,459      $ 2,567               $0                       $ 60,950
Richard P. Chapman,
Jr.                      $ 2,540      $ 2,652               $0                       $ 62,950
William J. Cosgrove      $ 2,459      $ 2,567               $0                       $ 60,950
Gail D. Fosler           $ 2,459      $ 2,567               $0                       $ 60,950
Bayard Henry             $ 2,540      $ 2,652               $0                       $ 62,950
                         $ 2,459      $ 2,567               $0                       $ 60,950
Edward J. Spellman       -------      -------               --                       --------
Totals                   $14,916      $15,572               $0                       $369,700
</TABLE>

                                  PROPOSAL 2
              RATIFICATION OF SELECTION OF INDEPENDENT  AUDITORS
    The Trustees of each Fund, including a majority of the Independent Trustees,
have selected Ernst & Young LLP to act as independent auditors for each Fund for
the fiscal  year ending  December  31,  1995.  Ernst & Young LLP has advised the
Funds that it has no direct or indirect  financial interest in either Fund. This
selection  is subject to the  approval of the  shareholders  of the Funds at the
Annual  Meetings.  The  enclosed  proxy  cards  provide  space for  instructions
directing  the proxies  named  therein to vote for,  against,  or abstain  from,
ratifying that selection.  A representative  of Ernst & Young LLP is expected to
be present at the Annual Meeting and will be available to respond to appropriate
questions relating to the examination of the Funds' financial statements.

    The Boards of Trustees, including all the Independent Trustees,  unanimously
recommend  that  shareholders  ratify  the  selection  of  Ernst & Young  LLP as
independent auditors of the Funds.

                                MISCELLANEOUS
VOTING; QUORUM; ADJOURNMENT
    The  affirmative  vote of the holders of a  plurality  of the shares of each
Fund present in person or represented by proxy at the Annual Meetings,  assuming
a majority of the  outstanding  shares of each Fund is  present,  is required to
elect the nominees as Trustees.  The adoption by the  shareholders  of a Fund of
Proposal 2 requires  the  affirmative  vote of the lesser of: (i) 67% or more of
the shares of the Fund  present at the Annual  Meetings,  if the holders of more
than 50% of the Fund's shares are present or represented  by proxy;  or (ii) 50%
or more of the outstanding shares of the Fund.

    Shares of each Fund  represented  in  person or by proxy  (including  shares
which  abstain  or do not  vote  with  respect  to one or both of the  proposals
presented for shareholder  approval) will be counted for purposes of determining
whether a quorum of each Fund is  present at the  Annual  Meetings.  Abstentions
from voting will be treated as shares that are present and entitled to vote with
respect  to a  proposal,  but  will  not be  counted  as a vote in favor of that
proposal.  Accordingly, an abstention has no effect on the voting in determining
whether  Proposal 1 has been  adopted but has the same effect as a vote  against
Proposal 2.

    Although  both of the  proposals  in this  proxy  statement  are  considered
routine  matters  on which  brokers  holding  shares in  "street  name" may vote
without instruction under the rules of the New York Stock Exchange,  if a broker
or nominee holding shares in "street name"  nevertheless  indicates on the proxy
that it does not  have  discretionary  authority  to vote on a  proposal,  those
shares  will  not be  considered  as  present  and  entitled  to vote as to that
proposal.  Accordingly,  a "broker  non-vote"  has no  effect  on the  voting in
determining  whether Proposal 1 has been adopted and has no effect on the voting
in determining  whether  Proposal 2 has been adopted pursuant to item (i) above,
provided  that the  holders  of more  than  50% of the  relevant  Fund's  shares
(excluding  "broker  non-votes")  are present or represented by proxy.  However,
with respect to determining whether Proposal 2 has been adopted pursuant to item
(ii) above,  because shares  represented  by a "broker  non-vote" are considered
outstanding  shares,  a "broker  non-vote" has the same effect as a vote against
such proposal.

    If at the time any  session  of the  Annual  Meetings  is  called to order a
quorum of a Fund's  shareholders  is not  present  in  person  or by proxy,  the
persons  named as proxies  may vote those  proxies  which have been  received to
adjourn that Fund's  Annual  Meeting to a later date. In the event that a quorum
of a Fund's  shareholders is present but sufficient votes in favor of Proposal 2
or for the  nominees  set forth in Proposal 1 have not been  received  from that
Fund's  shareholders,  the  persons  named as proxies  may  propose  one or more
adjournments  of that Fund's Annual  Meeting to permit further  solicitation  of
proxies on that proposal. Any adjournment will require the affirmative vote of a
majority of the shares of the affected Fund present in person or by proxy at the
session of the Annual  Meetings to be  adjourned.  The persons  named as proxies
will vote those proxies which they are entitled to vote in favor of any proposal
in favor of an  adjournment,  and will vote those  proxies  required to be voted
against any proposal against an adjournment.  A shareholder vote may be taken on
one or both of the proposals prior to adjournment,  if sufficient  votes for the
proposal's approval have been received and it is otherwise appropriate.

EXPENSES AND METHODS OF SOLICITATION
    The costs of the Annual  Meetings,  including the  solicitation  of proxies,
will be paid by the Funds. Persons holding shares as nominees will be reimbursed
by the relevant Fund,  upon request,  for their  reasonable  expenses in sending
soliciting  material  to the  principals  of the  accounts.  In  addition to the
solicitation of proxies by mail,  Trustees,  officers and employees of the Funds
or of the Adviser may solicit  proxies in person or by  telephone.  The Adviser,
101 Huntington Avenue,  Boston,  Massachusetts  02199-7603 serves as each Fund's
investment adviser and administrator.

                                OTHER MATTERS
    The  management  of the Funds knows of no business to be brought  before the
Annual Meetings except as described above.  If, however,  any other matters were
properly to come before the Annual  Meetings,  the persons named in the enclosed
form of proxy  intend to vote on such  matters  in  accordance  with  their best
judgment.  If any shareholder  desires additional  information about the matters
proposed  for  action,   the  management  of  the  Funds  will  provide  further
information.

    Each  Fund's  Annual  Meeting  is  scheduled  as  a  joint  meeting  of  the
shareholders of both Funds because the shareholders of the Funds are expected to
consider and vote on similar  matters.  The Boards of Trustees of the Funds have
determined that the use of this joint proxy statement for the Annual Meetings is
in the  best  interest  of each  Fund's  shareholders.  In the  event  that  any
shareholder  present at the Annual  Meetings  objects to the  holding of a joint
meeting and moves for an adjournment of the Annual  Meetings with respect to his
or her Fund to a time  immediately  after the Annual Meetings so that his or her
Fund's meeting may be held separately, the persons named as proxies will vote in
favor of that adjournment.

    The  shareholders  of each Fund will vote  separately on each proposal,  and
voting by shareholders of one Fund will have no effect on the other Fund.

                            SHAREHOLDER PROPOSALS
    Proposals  of  shareholders  intended  to be  presented  at a Fund's  annual
meeting in 1996 must be received  by the Fund at its  offices at 101  Huntington
Avenue, Boston, Massachusetts,  no later than November 18, 1995 for inclusion in
the Fund's proxy statement and form of proxy relating to that meeting.

March 17, 1995


              IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY


                                           JOHN HANCOCK INVESTORS TRUST
                                           JOHN HANCOCK INCOME SECURITIES TRUST

Boston, Massachusetts
March 17, 1995

<PAGE>


John Hancock Investors Trust

Annual Meeting of Shareholders - April 27, 1995

This Proxy is Solicited on Behalf of the Trustees

The undersigned  hereby  appoints EDWARD J. BOUDREAU,  JR., THOMAS H. DROHAN AND
JAMES B. LITTLE,  and each of them, to vote all shares of John Hancock Investors
Trust to be held at the  offices  of the Trust  located  on the 2nd floor at 101
Huntington  Avenue  (across from the Colonnade  Hotel),  Boston ,  Massachusetts
02199, on April 27, 1995 at 9:00 a.m., Boston time, and any adjournment thereof.

         THIS PROXY WHEN PROPERLY  EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 and 2. PLEASE VOTE PROMPTLY.

         PLEASE  VOTE AND SIGN ON OTHER SIDE AND  RETURN  PROMPTLY  IN  ENCLOSED
ENVELOPE.

Please  sign this Proxy  exactly as your name  appears on the books of the Fund.
Joint owners should each sign personally.  Trustees and other fiduciaries should
indicate the capacity in which they sign,  and where more than one name appears,
a majority  must sign. If a  corporation,  this  signature  should be that of an
authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED?                        DO YOU HAVE ANY COMMENTS?

- -------------------------------                  -------------------------------

- -------------------------------                  -------------------------------

- -------------------------------                  -------------------------------



<PAGE>



__X_ PLEASE MARK VOTES
        AS IN THIS EXAMPLE


1.)      ELECTION OF TRUSTEES

         Nominees: D. Aronowitz, E. Boudreau, Jr., R. Chapman, Jr., W. Cosgrove,
G. Fosler, B. Henry, R. Scipione, and E. Spellman.

                                          For       Withhold     For All Except

If you do not  wish to  direct  the  voting  of your  shares  "For a  particular
nominee,  mark the "For All Except" Box and strike a line through the nominee(s)
name. Your shares will be voted for the remaining nominee(s).



2.)      Proposal  to ratify the  selection  of Ernst & Young LLP as auditor for
         the fiscal year ending December 31 ,1995.

                                          For        Against         Abstain

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting.

Mark box at right if you plan to attend the Meeting.

Mark box at right if comments or address change have been noted on reverse side.

Please be sure to sign and date this proxy.          Date

Shareholder sign here                                Co-owner sign here







© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission