As filed with the Securities and Exchange Commission on February 7, 2000.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-4173
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[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):
[ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or
14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission).
[ ] Fee paid previously with preliminary materials.
[X] No fee required.
<PAGE>
[LOGO] JOHN HANCOCK FUNDS
A Global Management Firm
- --------------------------------------------------------------------------------
101 Huntington Avenue
Boston, Massachusetts 02199-7603
February 7, 2000
JOHN HANCOCK INVESTORS TRUST
JOHN HANCOCK INCOME SECURITIES TRUST
As the decade ends and a new millennium dawns, John Hancock Funds (JHF) welcomes
a new leader. Effective December 31, 1999, Maureen R. Ford became vice chairman
and chief executive officer, succeeding Edward J. Boudreau, Jr., who retired
after 32 years at John Hancock, the last 11 at the helm of JHF.
Dear Shareholder:
As an investor in one of the funds listed above, you are cordially invited to
attend the annual shareholder meeting on Thursday, March 16, 2000 at 9:00 a.m.,
Eastern Time, to be held at John Hancock Funds, 101 Huntington Avenue, Boston,
MA 02199.
The proposals set forth in the enclosed proxy statement are routine items. A
routine item is one that occurs annually and makes no fundamental or material
changes to a fund's investment objectives, policies or restrictions, or to the
investment management contracts.
Elect Your Fund's Board of Trustees
For each fund, proposal number one asks you to elect 14 Trustees to serve until
their respective successors are elected and qualified. Your proxy statement
includes a brief description of each individual's background.
Ratify the Trustees' Selection of Accountants
For each fund, proposal number two asks you to ratify or reject the Trustees'
selection of Ernst & Young LLP as each fund's independent public accountants for
the fund's current fiscal year.
Your Vote is Important!
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 help avoid the cost of additional mailings at
your fund's expense.
If you have any questions, please call 1-800-426-5523, Monday through Friday
between 8:30 a.m. and 5:00 p.m. Eastern Time.
Thank you in advance for your prompt action on this very important matter.
Sincerely,
/s/Maureen R. Ford
------------------
Maureen R. Ford
Vice Chairman and Chief Executive Officer
Enclosure
P56XL 1/00
JHK-SL-00
- --------------------------------------------------------------------------------
John Hancock Advisers, Inc. o John Hancock Funds, Inc.*, Boston, MA 02199
o The Patriot Group, Inc.
John Hancock Advisers International, Ltd. o NM Capital Management, Inc.
o Sovereign Asset Management Corporation
*Member of National Association of Securities Dealers, Inc.
John Hancock (R)
<PAGE>
JOHN HANCOCK INVESTORS TRUST
JOHN HANCOCK INCOME SECURITIES TRUST
101 Huntington Avenue, Boston, Massachusetts 02199
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held March 16, 2000
This is the formal agenda for your fund's shareholder meeting. It tells you what
matters will be voted on and the time and place of the meetings, in case you
want to attend in person.
To the Shareholders of
John Hancock Investors Trust
John Hancock Income Securities Trust:
A shareholder meeting for each fund will be held at 101 Huntington Avenue,
Boston, Massachusetts, on Thursday, March 16, 2000 at 9:00 a.m., Eastern Time,
and shareholders of each fund will consider the following proposals:
(1) To elect fourteen Trustees to hold office until their respective
successors have been duly elected and qualified.
(2) To ratify or reject the Trustees' selection of Ernst & Young LLP as
the fund's independent public accountants for the fund's current
fiscal year.
(3) To transact such other business as may properly come before the
meeting or any adjournment of the 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 January 20,
2000 are entitled to notice of and to vote at the fund's annual meeting and at
any related follow-up meeting. The proxy statement and proxy card are being
mailed to shareholders on or about February 7, 2000.
Whether or not you can attend the meeting, please complete and return the
enclosed proxy in the accompanying envelope. No postage is necessary if mailed
in the United States.
By order of the Boards of Trustees,
/s/Susan S. Newton
------------------
Susan S. Newton
Vice President and Secretary
February 7, 2000
P56PX 2/00
JHK-PS-00
<PAGE>
JOHN HANCOCK INVESTORS TRUST
JOHN HANCOCK INCOME SECURITIES TRUST
101 Huntington Avenue, Boston, Massachusetts 02199
Annual Meetings of Shareholders
To Be Held on March 16, 2000
PROXY STATEMENT
This proxy statement contains the information you should know before
voting on the proposals described in the notice. Each fund will furnish without
charge a copy of its Annual Report to any shareholder upon request. If you would
like a copy of your fund's report, please send a written request to the
attention of the fund at 101 Huntington Avenue, Boston, Massachusetts 02199 or
call John Hancock Funds at 1-800-892-9552.
This proxy statement is being used by each fund's Trustees to solicit
proxies to be voted at the annual meeting of each fund's shareholders. The
meetings will be held at 101 Huntington Avenue, Boston, Massachusetts, on
Thursday, March 16, 2000 at 9:00 a.m., Eastern Time.
If you sign the enclosed proxy card and return it in time to be voted at
the meetings, your shares will be voted in accordance with your instructions.
Signed proxies with no instructions will be voted FOR all proposals. If you want
to revoke your proxy, you may do so before it is exercised at the meetings by
filing a written notice of revocation with the fund at 101 Huntington Avenue,
Boston, Massachusetts 02199, by returning a signed proxy with a later date
before the meetings, or if attending the meeting of your fund and voting in
person, by notifying your fund's secretary (without complying with any
formalities) at any time before your proxy is voted.
Record Ownership
The Trustees of each fund have fixed the close of business on January 20,
2000 as the record date to determine which shareholders are entitled to vote at
the meeting. Shareholders of each fund are entitled to one vote per share on all
business of the meetings or any postponement of the meeting relating to their
fund. On the record date, the following number of shares of beneficial interest
of each fund were outstanding:
John Hancock Investors Trust .............................. 7,855,272
John Hancock Income Securities Trust ......................10,726,015
The funds' management does not know of anyone who beneficially owned more
than 5% of either fund's shares outstanding on the record date. (Beneficial
ownership means voting power and/or investment power, which includes the power
to dispose of shares.)
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.
1
<PAGE>
PROPOSAL 1
ELECTION OF TRUSTEES
General
As of the date of this proxy, each nominee for election currently serves
as a Trustee of each fund. Using the enclosed proxy card, you may authorize the
proxies to vote your shares for the nominees or you may withhold from the
proxies authority to vote your 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 a 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.
Vote Required For Proposal 1
The vote of a plurality of the votes cast by the shares of a fund is
sufficient to elect the nominees of that fund.
Information Concerning Nominees
The following table describes 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 each fund beneficially owned by him or
her, directly or indirectly, on the record date.
<TABLE>
<CAPTION>
First Became Shares Owned
a Trustee Beneficially, Directly
Name (Age) and Principal Occupation (Director prior or Indirectly, on
Position with the Funds During the Past Five Years to 1-1-85) January 20, 2000(1)(2)
- ----------------------- -------------------------- ---------- ----------------------
<S> <C> <C> <C>
Stephen L. Brown* Chairman and Chief Executive Officer, 1999 100(A)
(age 62) John Hancock Life Insurance Company; 100(B)
Trustee and Director and Chairman, the Adviser, John
Chairman Hancock Funds, Inc. ("John Hancock
Funds") and The Berkeley Financial
Group, Inc. ("The Berkeley Group");
Director, John Hancock Subsidiaries,
Inc., John Hancock Insurance Agency,
Inc. ("Insurance Agency, Inc.") (until
June 1999), Federal Reserve Bank of
Boston (until March 1999) and John
Hancock Signature Services, Inc.
("Signature Services") (until January
1997); Trustee, John Hancock Asset
Management (until March 1997); and
Trustee and Chairman of 64 funds managed
by the Adviser.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
First Became Shares Owned
a Trustee Beneficially, Directly
Name (Age) and Principal Occupation (Director prior or Indirectly, on
Position with the Funds During the Past Five Years to 1-1-85) January 20, 2000(1)(2)
- ----------------------- -------------------------- ---------- ----------------------
<S> <C> <C> <C>
Maureen R. Ford* President, Broker/Dealer Distributor, 2000 --(A)
(Age 44) John Hancock Life Insurance Company; --(B)
Trustee, Vice Chairman Director, Vice Chairman and Chief
and Chief Executive Executive Officer, the Adviser, The
Officer Berkeley Group, John Hancock Funds, and
Sovereign Asset Management Corporation
("SAMCorp"); President and Director,
Insurance Agency, Inc.; Senior Vice
President, MassMutual Insurance Co.
(until 1999); Senior Vice President,
Connecticut Mutual Insurance Co. (until
1996); Vice President, Integrated
Resources (until 1989); and Vice
Chairman, Chief Executive Officer and
Trustee of 64 funds managed by the
Adviser.
Dennis S. Aronowitz Professor of Law, Emeritus, Boston 1988 100(A)
(Age 68) University School of Law (as of 1996); 100(B)
Trustee Director, Brookline Bankcorp; and
Trustee of 31 funds managed by the
Adviser.
Richard P. Chapman, Jr. Chairman, President and Chief Executive 1975 100(A)
(Age 65) Officer, Brookline Bankcorp; Director, 100(B)
Trustee Lumber Insurance Companies; Trustee,
Northeastern University; Director,
Depositors Insurance Fund, Inc.; and
Trustee of 31 funds managed by the
Adviser.
William J. Cosgrove Vice President, Senior Banker and Senior 1991 100(A)
(Age 67) Credit Officer, Citibank, N.A. (retired 100(B)
Trustee September, 1991); Executive Vice
President, Citadel Group Representative,
Inc.; Trustee, Hudson City Savings Bank
(since 1995); and Trustee of 31 funds
managed by the Adviser.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
First Became Shares Owned
a Trustee Beneficially, Directly
Name (Age) and Principal Occupation (Director prior or Indirectly, on
Position with the Funds During the Past Five Years to 1-1-85) January 20, 2000(1)(2)
- ----------------------- -------------------------- ---------- ----------------------
<S> <C> <C> <C>
Leland O. Erdahl Director, Uranium Resources Corporation, 1996 85(A)
(Age 71) Hecla Mining Company, Canyon Resources 110(B)
Trustee Corporation and Apollo Gold, Inc.;
Director, Original Sixteen to One Mine,
Inc. (until 1999); Management Consultant
(1984-1987 and 1991-1998); Director,
Freeport-McMoran Copper & Gold, Inc.
(until 1997); Vice President, Chief
Financial Officer and Director, Amax
Gold, Inc. (until 1998); and Trustee of
31 funds managed by the Adviser.
Richard A. Farrell President, Farrell, Healer & Co. 1996 1,700(A)
(Age 67) (venture capital management firm) (since 10,900(B)
Trustee 1980); prior to 1980, headed the venture
capital group at Bank of Boston
Corporation; and Trustee of 31 funds
managed by the Adviser.
Gail D. Fosler Senior Vice President and Chief 1994 45(A)
(Age 52) Economist, The Conference Board 55(B)
Trustee (nonprofit economic and business
research); Director, Unisys Corporation
and H.B. Fuller Company; and Trustee of
31 funds managed by the Adviser.
William F. Glavin President Emeritus, Babson College (as 1996 --(A)
(Age 67) of 1997); Vice Chairman, Xerox --(B)
Trustee Corporation (until June 1989); Director,
Caldor Inc., Reebok, Inc. (since 1994)
and Inco Ltd.; and Trustee of 31 funds
managed by the Adviser.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
First Became Shares Owned
a Trustee Beneficially, Directly
Name (Age) and Principal Occupation (Director prior or Indirectly, on
Position with the Funds During the Past Five Years to 1-1-85) January 20, 2000(1)(2)
- ----------------------- -------------------------- ---------- ----------------------
<S> <C> <C> <C>
Anne C. Hodsdon* President, Chief Operating Officer and 1996 100(A)
(Age 46) Director, the Adviser and The Berkeley 100(B)
Trustee and Group; Director and President, NM
President Capital Management, Inc. ("NM Capital")
and SAMCorp; Director, John Hancock
Funds, John Hancock Advisers
International (UK) Ltd. and John Hancock
Advisers International (Ireland) Ltd.;
Executive Vice President, the Adviser
(until December 1994); Director,
Insurance Agency, Inc. (until June
1999); Director, Signature Services
(until January 1997); and Trustee and
President of 65 funds managed by the
Adviser.
Dr. John A. Moore President and Chief Executive Officer, 1996 --(A)
(Age 61) Institute for Evaluating Health Risks --(B)
Trustee (nonprofit institution) (since September
1989); and Trustee of 31 funds managed
by the Adviser.
Patti McGill Peterson Executive Director, Council for 1996 --(A)
(Age 56) International Exchange of Scholars --(B)
Trustee (since January 1998); Vice President,
Institute of International Education
(since January 1998); Senior Fellow,
Cornell Institute of Public Affairs
(until December 1997); President Emerita
of Wells College and St. Lawrence
University; Director, Niagara Mohawk
Power Corporation; and Trustee of 31
funds managed by the Adviser.
John W. Pratt Professor of Business Administration 1996 100(A)
(Age 68) Emeritus, Harvard University Graduate 100(B)
Trustee School of Business Administration (as of
June 1998); and Trustee of 31 funds
managed by the Adviser.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
First Became Shares Owned
a Trustee Beneficially, Directly
Name (Age) and Principal Occupation (Director prior or Indirectly, on
Position with the Funds During the Past Five Years to 1-1-85) January 20, 2000(1)(2)
- ----------------------- -------------------------- ---------- ----------------------
<S> <C> <C> <C>
Richard S. Scipione* General Counsel, John Hancock Life 1985 --(A)
(Age 62) Insurance Company; Director, the 1,673(B)
Trustee Adviser, John Hancock Funds, Signator
Investors, Inc., John Hancock
Subsidiaries, Inc., SAMCorp., NM
Capital, The Berkeley Group, JH
Networking Insurance Agency, Inc.,
Insurance Agency, Inc. (until June
1999), Signature Services (until January
1997); and Trustee of 64 funds managed
by the Adviser.
All Trustees and executive officers of the funds as a group 2,430(A)
13,338(B)
</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 funds by the Trustees. Each of the officers and Trustees
has all voting and investment powers with respect to the shares indicated.
(2) None of the Trustees beneficially owned individually, and the Trustees and
executive officers of the funds as a group did not beneficially own, in
excess of one percent of the outstanding shares of any fund.
Each Board of Trustees held four meetings during the fiscal year ended
December 31, 1999. 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 they served. The funds hold joint meetings of the Trustees and
all committees.
Each Board of Trustees has an Audit Committee. The Audit Committee members
are Messrs. Aronowitz, Cosgrove and Pratt. All members of each fund's Audit
Committee are Independent Trustees who are not "interested persons." Each Audit
Committee held four meetings during the fiscal year ended December 31, 1999.
Each Audit Committee recommends to the full board auditors for each fund,
oversees the audit of each fund, communicates with both the independent auditors
and inside auditors on a regular basis, and provides a forum for the auditors to
report and discuss any matters they deem appropriate at any time.
Each Board of Trustees has a special nominating committee known as the
Administration Committee. The Administration Committee members are Ms. Fosler,
Ms. Peterson and Messrs. Aronowitz, Chapman, Cosgrove, Erdahl, Farrell, Glavin,
Moore and Pratt. All members of each fund's Administration Committee are
Independent Trustees. Each Administration Committee held four meetings during
the fiscal year ended December 31, 1999. Each Administration Committee selects
and nominates for appointment and election candidates to serve as Trustees who
are not "interested persons." Each Administration Committee also coordinates
with Trustees who
6
<PAGE>
are interested persons in the selection and election of fund officers of the
respective funds. Each Administration Committee will consider nominees
recommended by shareholders to serve as Trustees provided that the shareholders
submit recommendations in compliance with all of the pertinent provisions of
Rule 14a-8 under the Securities Exchange Act of 1934.
Each Board of Trustees has a Contracts/Operations Committee. The
Contracts/Operations Committee members are Ms. Peterson and Messrs. Chapman,
Erdahl and Moore. All members of each fund's Contracts/Operations Committee are
Independent Trustees. Each Contracts/Operations Committee held four meetings
during the fiscal year ended December 31, 1999. Each Contracts/Operations
Committee oversees the initiation, operation and renewal of the various
contracts between the respective fund and other entities. These contracts
include advisory and subadvisory agreements, custodial and transfer arrangements
and arrangements with other service providers.
Each Board of Trustees has an Investment Performance Committee. The
Investment Performance Committee members are Ms. Fosler and Messrs. Farrell and
Glavin. All members of each fund's Investment Performance Committee are
Independent Trustees. Each Investment Performance Committee held four meetings
during the fiscal year ended December 31, 1999. Each Investment Performance
Committee monitors and analyzes the performance of the respective funds
generally, consults with the Adviser as necessary if the respective fund is
considered to require special attention, and reviews fund peer groups and other
comparative standards as necessary.
Compliance With Section 16(a) Reporting Requirements
Section 16(a) of the Securities Exchange Act of 1934 requires each fund's
executive officers, Trustees and persons who own more than ten percent of the
fund's shares ("10% Shareholders") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Executive
officers, Trustees, and 10% Shareholders are required by SEC regulations to
furnish the funds with copies of all Section 16(a) forms they file. Based solely
on a review of the copies of these reports furnished to the funds and
representations that no other reports were required to be filed, each fund
believes that during the past fiscal year its executive officers, Trustees and
10% Shareholders complied with all applicable Section 16(a) filing requirements.
Executive Officers
In addition to the Chairman (Mr. Brown), the Vice Chairman and Chief
Executive Officer (Ms. Ford) and the President (Ms. Hodsdon), the table below
lists each fund's executive officers.
Name (Age) Position and Year
Became an Executive Officer
With the Funds Principal Occupation During the Past Five Years
- -------------- -----------------------------------------------
Osbert M. Hood Executive Vice President and Chief Financial
(Age 47) Officer, each of the John Hancock funds;
Senior Vice President and Executive Vice President, Treasurer and Chief
Chief Financial Officer Financial Officer of the Adviser, The Berkeley
1999 Group, John Hancock Funds, NM Capital and
SAMCorp; Senior Vice President, Chief Financial
Officer and Treasurer, Signature Services;
Director, Indocam Japan Limited; and Vice
President and Chief Financial Officer, John
Hancock Life Insurance Company, Retail Sector
(until 1997).
7
<PAGE>
Name (Age) Position and Year
Became an Executive Officer
With the Funds Principal Occupation During the Past Five Years
- -------------- -----------------------------------------------
Susan S. Newton Vice President and Secretary, each of the John
(Age 49) Hancock funds; Vice President and Chief Legal
Vice President and Secretary Officer, the Adviser; Vice President, John
1984 Hancock Funds, Signature Services, The Berkeley
Group, NM Capital and SAMCorp.; and Secretary,
John Hancock Funds PLC (Ireland).
James J. Stokowski Vice President, Treasurer and Chief Accounting
(Age 53) Officer, each of the John Hancock funds; and
Vice President, Treasurer and Vice President, the Adviser.
Chief Accounting Officer
1986
Thomas H. Connors Vice President and Compliance Officer, each of
(Age 40) the John Hancock funds; Vice President and
Vice President and Compliance Officer, the Adviser.
Compliance Officer
1996
Remuneration of Officers and Trustees
The following table provides information about 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,
1999. The four non-independent Trustees, Ms. Ford, Ms. Hodsdon and Messrs. Brown
and Scipione, and each of the officers of the funds are interested persons of
the Adviser, are compensated by the Adviser and/or its affiliates and receive no
compensation from the funds for their services.
<TABLE>
<CAPTION>
Aggregate Compensation Total Compensation from all
---------------------- Funds in John Hancock Fund
Independent Trustee Investors Trust Income Securities Trust Complex to Trustees(1)
- ------------------- --------------- ----------------------- ----------------------
<S> <C> <C> <C>
Dennis S. Aronowitz $784 $813 $75,250
Richard P. Chapman, Jr.* 784 813 75,250
William J. Cosgrove* 752 781 72,250
Douglas M. Costle+ 581 606 56,000
Leland O. Erdahl 753 782 72,350
Richard A. Farrell 784 813 75,250
Gail D. Fosler 752 781 72,250
William F. Glavin* 712 739 68,100
John A. Moore* 753 782 72,350
Patti McGill Peterson 785 814 75,350
John W. Pratt 752 781 72,250
------ ------ --------
Totals $8,192 $8,505 $786,650
</TABLE>
8
<PAGE>
(1) The total compensation paid by the John Hancock Fund Complex to the
Independent Trustees for the calendar year ended December 31, 1999. All
the Independent Trustees are Trustees of 31 funds in the John Hancock fund
complex.
* As of December 31, 1999, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock Fund Complex for
Mr. Chapman was $112,162, for Mr. Cosgrove was $224,553, for Mr. Glavin
was $342,213 and for Dr. Moore was $283,877 under the John Hancock
Deferred Compensation Plan for Independent Trustees ("the Plan"). Under
the Plan, an Independent Trustee may elect to have his deferred fees
invested by a fund in shares of one or more funds in the John Hancock Fund
Complex, and the amount paid to the Trustees under the Plan will be
determined based upon the performance of such investments. Deferral of
Trustees' fees does not obligate any fund to retain the services of any
Trustee or obligate a fund to pay any particular level of compensation to
the Trustee.
+ Mr. Costle resigned from his position as Trustee effective December 31,
1999.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Trustees of each fund, including a majority of each fund's Independent
Trustees, have selected Ernst & Young LLP to act as independent public
accountants for each fund's fiscal year ending December 31, 2000.
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 respective funds at the meetings. The enclosed proxy
cards provide space for instructions directing the proxies named on the card to
vote for, against, or abstain from, ratifying that selection. A representative
of Ernst & Young LLP is expected to be present at the annual meetings, will have
the opportunity to make a statement if the representative desires to do so and
will be available to respond to appropriate questions relating to the
examination of the funds' financial statements.
The Boards of Trustees, including each fund's Independent Trustees,
unanimously recommend that you ratify the selection of Ernst & Young LLP as
independent public accountants of your funds.
Vote Required to Ratify the Selection of Independent Public Accountants
The approval of a "majority" (as described below) of the shares of each
fund is required to ratify the selection of Ernst & Young LLP as such fund's
independent public accountants.
MISCELLANEOUS
Voting; Quorum; Adjournment
The affirmative vote of the holders of a plurality of the shares of a fund
present in person or represented by proxy at the annual meetings, assuming a
majority of the outstanding shares of that fund is present, is required to elect
the nominees as Trustees of that fund. The adoption by the shareholders of a
fund of proposal 2 requires the affirmative vote of a majority of the shares. A
majority of the fund's shares is defined as 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 that fund's shares are present or represented by proxy; or (ii) of
more than 50% of the outstanding shares of that 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.
9
<PAGE>
Proposals 1 and 2 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. For this reason,
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, if 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 that 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 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 meetings, including the solicitation of proxies, will be
paid by the respective 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 funds' investment adviser may solicit proxies in person or by
telephone. John Hancock Advisers, Inc., 101 Huntington Avenue, Boston,
Massachusetts 02199-7603 serves as each fund's investment adviser and
administrator.
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the funds
may also arrange to have votes recorded by telephone by officers and employees
of the funds or by the personnel of the adviser or the transfer agent. The
telephone voting procedure is designed to verify a shareholder's identity, to
allow a shareholder to authorize the voting of shares in accordance with the
shareholder's instructions and to confirm that the voting instructions have been
properly recorded. If these procedures were subject to a successful legal
challenge, the telephone votes would not be counted at the meeting. The funds
have not obtained an opinion of counsel about telephone voting, but it is
currently not aware of any challenge.
o A shareholder will be called on a recorded line at the telephone
number in the fund's account records and will be asked to provide
the shareholder's social security number or other identifying
information.
o The shareholder will then be given an opportunity to authorize
proxies to vote his or her shares at the meeting in accordance with
the shareholder's instructions.
o To ensure that the shareholder's instructions have been recorded
correctly, the shareholder will also receive a confirmation of the
voting instructions by mail.
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o A toll-free number will be available in case the voting information
contained in the confirmation is incorrect.
o If the shareholder decides after voting by telephone to attend the
meeting, the shareholder can revoke the proxy at that time and vote
the shares at the meeting.
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 on the proxy card
intend to vote on those 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.
The 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 meeting 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 out come of voting
by shareholders of the other fund.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at a fund's annual
meeting in 2001 must be received by that fund at its offices at 101 Huntington
Avenue, Boston, Massachusetts, no later than October 6, 2000 for inclusion in
that fund's proxy statement relating to that meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
JOHN HANCOCK INVESTORS TRUST
JOHN HANCOCK INCOME SECURITIES TRUST
Dated: February 7, 2000
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JOHN HANCOCK INVESTORS TRUST
Annual Meeting of Shareholders
March 16, 2000
The undersigned hereby appoints ANNE C. HODSDON, SUSAN S. NEWTON AND JAMES J.
STOKOWSKI, and each of them singly, proxies and attorneys of the undersigned,
with full power of substitution to each, for and in the name of the undersigned,
to vote and act upon all matters at the Annual Meeting of Shareholders of the
John Hancock Investors Trust to be held on Thursday, March 16, 2000 at the
offices of the Trust, 101 Huntington Avenue, Boston, Massachusetts, at 9:00
A.M.,
Eastern time, and at any and all adjournments thereof. All proxies previously
given by the undersigned in respect of this meeting are hereby revoked.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please complete, sign, date and return this proxy in the enclosed envelope as
soon as possible. Please sign exactly as your name or names appear in the box on
the reverse. When signing as Attorney, Executor, Administrator, Trustee or
Guardian, please give your full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
HAS YOUR ADDRESS CHANGED?
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JOHN HANCOCK INVESTORS TRUST
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Mark box at right if address change has
been noted on the reverse side of this card. _____
Please be sure to sign and date this proxy Date
Shareholder sign here Co-owner sign here
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
1.) Election of Trustees: For All With- For all
Nominees hold Except
(01) D. Aronowitz (08) G. Fosler
(02) S. Brown (09) W. Galvin ____ ____ ____
(03) R. Chapman, Jr. (10) A. Hodsdon
(04) W. Cosgrove (11) J. Moore
(05) L. Erdahl (12) P. McGill Peterson
(06) R. Farrell (13) J. Pratt
(07) M. Ford (14) R. Scipione
If you do not wish your shares voted "FOR" a particular nominee, mark the "For
All Except" box and strike a line through the name(s) of the nominee(s). Your
shares will be voted for the remaining nominee(s).
For Against Abstain
2.) Proposal to ratify the selection _____ _____ _____
of Ernst & Young LLP as auditor
for the fiscal year ending December
31, 2000.
Specify your vote by marking the appropriate spaces. If no specification is
made, this proxy will be voted for the nominees named in the proxy statement and
in favor of proposal 2. The persons named as proxies have discretionary
authority, which they intend to exercise in favor of the proposals referred to
and according to their best judgment as to the other matters which may properly
come before the meeting.
RECORD DATE SHARES:
