<PAGE>
As filed with the Securities and Exchange Commission on March 12, 1996
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>
March 11, 1996
John Hancock Investors Trust
John Hancock Income Securities Trust
Dear Fellow Shareholder:
Your fund's next annual meeting of shareholders will be held on April 24, 1996.
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 fifteen 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, 1996.
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
<PAGE>
JOHN HANCOCK INVESTORS TRUST
JOHN HANCOCK INCOME SECURITIES TRUST
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held April 24, 1996
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 Wednesday, April 24,
1996 to consider and act upon the following proposals (for each Fund):
(1) To elect fifteen 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,
1996.
(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 February
26, 1996 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 11, 1996.
Thomas H. Drohan
Senior Vice President and Secretary
Boston, Massachusetts
March 11, 1996
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.
P56PX 3/96
<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 24, 1996
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 Wednesday, April 24, 1996 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 11, 1996. Each
Fund's annual report for its 1995 fiscal year (and the preceding semi-annual
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 February 26, 1996 (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 ..................... 7,560,160
John Hancock Income Securities Trust ............. 10,318,961
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.
PROPOSAL 1
ELECTION OF TRUSTEES
On March 5, 1996, the Trustees of the Trust, including the Independent
Trustees, voted to approve, and voted to recommend to the Fund's shareholders
that they approve, a proposal to elect fifteen Trustees to the Board of Trustees
of the Trust (the "Nominees"). Seven of the fifteen Nominees are additional
Trustees and eight of the Nominees currently serve as Trustees.
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 (Director prior Number Of
With the Funds Principal Occupation or Employment To 1-1-85) Shares (1)(2)
- -------------- ---------------------------------- ---------- -------------
<S> <C> <C> <C>
Edward J. Boudreau, Jr.* Chairman and Chief Executive Officer of John 1988 100 (A)
(age 51) Hancock Advisers, Inc. (the "Adviser") and the 100 (B)
Chairman, Nominee 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 61 investment companies managed by the
Adviser.
Dennis S. Aronowitz Professor of Law, Boston University School of Law; 1988 100 (A)
(age 64) Trustee or Director of 17 investment companies 100 (B)
Trustee, Nominee managed by the Adviser.
Richard P. Chapman, Jr. President, Brookline Savings Bank; Trustee or 1975 100 (A)
(age 61) Director of 17 investment companies managed by the 100 (B)
Trustee, Nominee Adviser.
William J. Cosgrove Vice President, Senior Banker and Senior Credit 1991 100 (A)
(age 63) Officer, Citibank, N.A. (retired September, 1991); 100 (B)
Trustee, Nominee Executive Vice President, Citadel Group
Representative Inc.; Trustee or Director of 17
investment companies managed by the Adviser.
Douglas M. Costle Director, Chairman of the Board and Distinguished -- (A)
(age 56) Senior Fellow, Institute for Sustainable -- (B)
Trustee, Nominee Communities, Montpelier, Vermont (since 1991);
Dean, Vermont Law School (until 1991);
Director, Air and Water Technologies
Corporation (environmental services and
equipment), Niagara Mohawk Power Company
(electric services) and MITRE Corporation
(governmental consulting services); Trustee or
Director of 12 investment companies managed by
the Adviser.
Leland O. Erdahl Director of Santa Fe Ingredients Company of -- (A)
(age 67) California, Inc. and Santa Fe Ingredients Company, -- (B)
Trustee, Nominee Inc. (private food processing companies); Director
of Uranium Resources, Inc.; President of
Stolar, Inc. (from 1987-1991) and President of
Albuquerque Uranium Corporation (from
1985-1992); Director of Freeport-McMoRan Copper
& Gold Company Inc., Hecla Mining Company,
Canyon Resources Corporation and Original
Sixteen to One Mine, Inc. (from 1984-1987 and
from 1991 to 1995) (management consultant);
Trustee or Director of 12 investment companies
managed by the Adviser.
Richard A. Farrell President of Farrell, Healer & Co., (venture 1,700 (A)
(age 63) capital management firm) (since 1980); Prior to 10,900 (B)
Trustee, Nominee 1980, headed the venture capital group at Bank of
Boston Corporation; Trustee or Director of 12
investment companies managed by the Adviser.
Gail D. Fosler Vice President and Chief Economist, The Conference 1994 -- (A)
(age 48) Board (nonprofit economic and business research); -- (B)
Trustee, Nominee Trustee or Director of 17 investment companies
managed by the Adviser.
William F. Glavin President, Babson College; Vice Chairman, Xerox -- (A)
(age 64) Corporation (until June 1989); Director, Caldor -- (B)
Trustee, Nominee Inc., Reebok, Ltd. (since 1994), and Inco, Ltd;
Trustee or Director of 12 investment companies
managed by the Adviser.
Bayard Henry Corporate Advisor; Director, Fiduciary Trust 1975 436 (A)
(age 64) Company (trust company); Director, Groundwater 669 (B)
Trustee, Nominee Technology, Inc. (remediation); Samuel Cabot,
Inc.; Advisor, Kestrel Venture Management; Trustee
or Director of 17 investment companies managed by
the Adviser.
Dr. John A. Moore President and Chief Executive Officer, Institute -- (A)
(age 57) for Evaluating Health Risks (nonprofit -- (B)
Trustee, Nominee institution) (since September 1989); Trustee or
Director of 12 investment companies managed by
the Adviser.
Patti McGill Peterson President, St. Lawrence University; Director, -- (A)
(age 52) Niagara Mohawk Power Corporation and Director, -- (B)
Trustee, Nominee Security Mutual Life; Trustee or
Director of 12 investment companies managed by
the Adviser.
John W. Pratt Professor of Business Administration at Harvard -- (A)
(age 64) University Graduate School of Business -- (B)
Trustee, Nominee Administration (since 1961); Trustee or Director
of 12 investment companies managed by the Adviser.
Richard S. Scipione* General Counsel, John Hancock Mutual Life 1985 -- (A)
(age 58) Insurance Company (the "Insurance Company"); 734 (B)
Trustee, Nominee 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.; Trustee or
Director of 35 investment companies managed by the
Adviser.
Edward J. Spellman Partner, KPMG Peat Marwick (retired June, 1990); 1990 200 (A)
(age 63) Trustee or Director of 17 investment companies 200 (B)
Trustee, Nominee managed by the Adviser.
</TABLE>
- ----------
(A) John Hancock Investors Trust
(B) John Hancock Income Securities Trust
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Funds and the Adviser.
(1) 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.
(2) 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 2,902 and 13,086 shares, respectively, of the Funds, in each case
constituting less than one percent of the Fund's outstanding shares on the
Record Date.
Each Board of Trustees held four meetings during the fiscal year ended
December 31, 1995. With respect to each Fund, no Trustee with the exception of
Mr. Scipione 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 two meetings during the fiscal year ended December 31, 1995.
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,
1995.
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 and each John
(age 57) Hancock fund; Director, the Adviser, Advisers International, Investor
Vice Chairman and Chief Services, John Hancock Funds, SAMCorp and NM Capital; Senior Vice
Investment Officer President, Berkeley Group.
1987
Andrew F. St. Pierre Executive Vice President, the Adviser; President, John Hancock closed-
(age 35) end funds; formerly Portfolio Manager, Harvard Management Corp. (until
President October 1991).
1994
Thomas H. Drohan Senior Vice President and Secretary, the Adviser, Berkeley Group and
(age 59) each of the John Hancock funds; Senior Vice President, Investor Services
Senior Vice President and John Hancock Funds; Director, Advisers International; and Secretary,
and Secretary NM Capital.
1978
James B. Little Senior Vice President, the Adviser, Berkeley Group, John Hancock Funds
(age 61) and Investor Services; Senior Vice President and Chief Financial
Senior Vice President Officer, each of the John Hancock funds.
and Chief Financial
Officer
1986
Susan S. Newton Vice President and Assistant Secretary, the Adviser; Vice President,
(age 46) Assistant Secretary and Compliance Officer, certain John Hancock funds;
Vice President, Secretary, John Hancock Funds, Investor Services and SAMCorp; and Vice
Assistant Secretary President, Berkeley Group.
and Compliance Officer
1984
John Morin Vice President, the Adviser; Investor Services and John Hancock Funds;
(age 45) Vice President and Compliance Officer, certain of the John Hancock
Vice President funds; Vice President and Assistant Secretary, Berkeley Group.
1989
James J. Stokowski Vice President, the Adviser; Vice President and Treasurer, each of the
(age 49) John Hancock funds.
Vice President and Treasurer
1986
</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,
1995. 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 and/or its affiliates not the Funds. This
compensation will continue to be paid by each Fund to current Trustees, but no
compensation will be paid to newly-elected Trustees until after June 26, 1996,
when all John Hancock funds have voted on new Trustees.
<TABLE>
<CAPTION>
Pension or Retirement
Benefits Accrued
as Part of Each
Aggregate Compensation Fund's Expenses Total Compensation
------------------------------- ------------------------------ From the Funds and
Income Income Other Funds in John
Investors Securities Investors Securities Hancock Fund Complex
Independent Trustee Trust Trust Trust Trust (Total of 19 Funds)
- ------------------- --------- ---------- ------- ------- -------------------
<S> <C> <C> <C> <C> <C>
Dennis S. Aronowitz $2,192 $ 2,283 $ 0 $ 0 $ 61,050
Richard P. Chapman, Jr. 596 620 1,668 1,738 62,800
William J. Cosgrove 596 620 1,595 1,662 61,050
Gail D. Fosler 2,192 2,283 0 0 60,800
Bayard Henry 2,113 2,202 0 0 58,850
Edward J. Spellman 2,192 2,283 0 0 61,050
------ ------- ------ ------ --------
Totals $9,881 $10,291 $3,263 $3,400 $365,600
</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, 1996. 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.
During the Funds 1995 fiscal year, reports required by Section 16 of the
Securities Exchange Act of 1934 were filed disclosing no transactions for the
following officers or directors of the Adviser or Trustees of the Funds on the
respective dates indicated: Andrea W. Mercier, November 7, 1995; Henry E. Smith,
September 29, 1995; William C. Fletcher, April 13, 1995 and Linda Miller,
December 21, 1995.
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 1997 must be received by the Fund at its offices at 101 Huntington
Avenue, Boston, Massachusetts, no later than December 26, 1996 for inclusion in
the Fund's proxy statement and form of proxy relating to that meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
JOHN HANCOCK INVESTORS TRUST
JOHN HANCOCK INCOME SECURITIES TRUST
Boston, Massachusetts
March 11, 1996
<PAGE>
John Hancock Investors Trust
Annual Meeting of Shareholders - April 24, 1996
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 24, 1996 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,
D. Costle, L. Erdahl, R. Farrell, G. Fosler, W. Glavin, B. Henry, J. Moore,
P. McGill Peterson, J. Pratt, 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, 1996.
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
