As filed with the Securities and Exchange Commission on March 11, 1997.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-4186
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 INCOME SECURITIES TRUST
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK INCOME SECURITIES 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 Investment Management Firm
- --------------------------------------------------------------------------------
101 Huntington Avenue
Boston, Massachusetts 02199-7603
March 11, 1997
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 23, 1997.
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, 1997.
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 1-800-426-5523, Monday through Friday
between 9:00 a.m. and 5:00 p.m. Eastern Time.
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 3/97
- --------------------------------------------------------------------------------
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 Sovreign 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 23, 1997
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 23, 1997 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,
1997.
(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 25, 1997 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, 1997.
Susan S. Newton
Vice President and Secretary
Boston, Massachusetts
March 11, 1997
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 3/97
<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 23, 1997
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 23, 1997 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, 1997. EACH FUND'S ANNUAL REPORT FOR ITS 1996 FISCAL YEAR
MAY BE OBTAINED FREE OF CHARGE BY WRITING TO JOHN HANCOCK FUNDS, INC., P.O.
BOX 9116, BOSTON, MASSACHUSETTS 02205-9116 OR BY CALLING 1-800-892-9552.
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 25, 1997
(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 ..................... 7,642,018
John Hancock Income Securities Trust ............. 10,431,666
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 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 (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 52) 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"), 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); Director, John Hancock Signature
Services, Inc. ("Signature Services") (until
January 1997); Trustee and Chairman of 67 funds
managed by the Adviser.
Dennis S. Aronowitz Professor of Law, Emeritus, Boston University 1988 100 (A)
(age 65) School of Law; Trustee, Brookline Saving Bank; 100 (B)
Trustee, Nominee Trustee of 35 funds managed by the Adviser.
Richard P. Chapman, Jr. President, Brookline Savings Bank; Director, 1975 100 (A)
(age 62) Federal Home Loan Bank of Boston; Director, Lumber 100 (B)
Trustee, Nominee Insurance Companies; Trustee, Northeastern
University; Director, Depositors Insurance Fund,
Inc.; Trustee of 35 funds managed by the Adviser.
William J. Cosgrove Vice President, Senior Banker and Senior Credit 1991 100 (A)
(age 64) Officer, Citibank, N.A. (retired September, 1991); 100 (B)
Trustee, Nominee Executive Vice President, Citadel Group
Representative Inc.; Trustee, the Hudson City
Savings Bank (since 1995); Trustee of 35 funds
managed by the Adviser.
Douglas M. Costle Director, Chairman of the Board and Distinguished 1996 -- (A)
(age 57) 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 of 35 funds managed by the Adviser.
Leland O. Erdahl Director of Santa Fe Ingredients Company of 1996 -- (A)
(age 68) 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 Mines, Inc. (from
1984-1987 and 1991-1995) (management consultant);
Trustee of 35 funds managed by the Adviser.
Richard A. Farrell President of Farrell, Healer & Co., (venture 1996 1,700 (A)
(age 64) capital management firm) (since 1980); Prior to 10,900 (B)
Trustee, Nominee 1980, headed the venture capital group at Bank of
Boston Corporation; Trustee of 35 funds managed by
the Adviser.
Gail D. Fosler Vice President and Chief Economist, The Conference 1994 -- (A)
(age 49) Board (nonprofit economic and business research); -- (B)
Trustee, Nominee Trustee of 35 funds managed by the Adviser.
Anne C. Hodsdon* President, Chief Operating Officer and Director, 1996 100 (A)
(age 43) the Adviser; Director, Berkeley Group and John 100 (B)
Trustee, Nominee Hancock funds (since October 1996); Director,
Advisers International; Executive Vice President,
the Adviser (until December 1994); Senior Vice
President, the Adviser (until December 1993);
Director, Signature Services (until January 1997);
Trustee of 67 funds managed by the Adviser.
William F. Glavin President, Babson College; Vice Chairman, Xerox 1996 -- (A)
(age 66) Corporation (until June 1989); Director, Caldor -- (B)
Trustee, Nominee Inc. and Inco. Ltd; Trustee of 35 funds managed by
the Adviser.
Dr. John A. Moore President and Chief Executive Officer, Institute 1996 -- (A)
(age 58) for Evaluating Health Risks (nonprofit -- (B)
Trustee, Nominee institution) (since September 1989); Trustee of 35
funds managed by the Adviser.
Patti McGill Peterson Cornell Institute of Public Affairs (since August 1996 -- (A)
(age 53) 1996), President Emeritus of Wells College and St. -- (B)
Trustee, Nominee Lawrence University; Director, Niagara Mohawk
Power Corporation and Director, Security Mutual
Life; Trustee of 35 funds managed by the Adviser.
John W. Pratt Professor of Business Administration at Harvard 1996 100 (A)
(age 65) University Graduate School of Business 100 (B)
Trustee, Nominee Administration (since 1961); Trustee of 35 funds
managed by the Adviser.
Richard S. Scipione* General Counsel, John Hancock Mutual Life 1985 -- (A)
(age 59) Insurance Company (the "Insurance Company"); 734 (B)
Trustee, Nominee Director, the Adviser, John Hancock Funds,
Signature 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, Berkeley Group; Director, JH
Networking Insurance Agency, Inc.; Trustee of 67
funds managed by the Adviser.
Edward J. Spellman Partner, KPMG Peat Marwick (retired June, 1990); 1990 300 (A)
(age 64) Trustee of 35 funds managed by the Adviser. 300 (B)
Trustee, Nominee
</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 2,722 and 12,664 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 six meetings during the fiscal year ended
December 31, 1996. 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 Ms. Peterson and Messrs. Aronowitz, Chapman, Cosgrove,
Costle, Erdahl, Farrell, Glavin, Moore, Pratt, 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, 1996.
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 Ms.
Peterson and Messrs. Aronowitz, Chapman, Cosgrove, Costle, Erdahl, Farrell,
Glavin, Moore, Pratt 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, 1996.
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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the Fund's 1996 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 Fund on the
respective dates indicated: Timothy E. Keefe, September 4, 1996.
EXECUTIVE OFFICERS
In addition to the Chairman (Mr. Boudreau) and the President (Ms.
Hodsdon), 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 58) Hancock funds; Director, the Adviser, Advisers International, John
Vice Chairman and Chief Hancock Funds, SAMCorp, Insurance Agency, Inc., Southeastern Thrift &
Investment Officer Bank Fund and NM Capital; Senior Vice President, Berkeley Group;
1987 President, the Adviser (until December 1994); Director, Signature
Services (until January 1997).
James B. Little Senior Vice President, the Adviser, Berkeley Group and John Hancock
(age 62) Funds; Senior Vice President and Chief Financial Officer, each of the
Senior Vice President John Hancock funds.
and Chief Financial
Officer
1986
Susan S. Newton Vice President, the Adviser, John Hancock Funds, Signature Services and
(age 47) Berkeley Group; Vice President and Secretary, each of the John Hancock
Vice President funds.
and Secretary
1984
John Morin Vice President and Secretary, the Adviser, John Hancock Funds and
(age 46) Berkeley Group; Vice President, Secretary and Compliance Officer of
Vice President Signature Services; Secretary, SAMCorp, Insurance Agency, Inc. and NM
1989 Capital; Counsel, John Hancock Mutual Life Insurance Company (until
January 1996).
James J. Stokowski Vice President, the Adviser; Vice President and Treasurer, each of the
(age 50) John Hancock funds.
Vice President and Treasurer
1986
Thomas H. Connors Second Vice President, Assistant Secretary and Compliance Officer, each
(Age 37) of the John Hancock funds; Second Vice President, the Advisers;
Second Vice President Associate Lawyer, LeBoeuf, Lamb, Leiby & MacRae (until January 1992).
and Compliance Officer
1996
</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, 1996. The three non-Independent Trustees, Ms. Hodsdon and 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.
AGGREGATE COMPENSATION TOTAL COMPENSATION
----------------------- FROM THE FUNDS AND
INCOME OTHER FUNDS IN JOHN
INVESTORS SECURITIES HANCOCK FUND COMPLEX
INDEPENDENT TRUSTEE TRUST TRUST (TOTAL OF 35 FUNDS)
- ------------------- --------- ---------- -------------------
Dennis S. Aronowitz $ 2,310 $ 2,404 $ 72,450
Richard P. Chapman, Jr.+ 2,309 2,403 75,200
William J. Cosgrove+ 2,308 2,403 72,450
Douglas M. Costle 207 216 75,350
Leland O. Erdahl 163 170 72,350
Richard A. Farrell 159 165 75,350
Gail D. Fosler 2,142 2,226 68,450
William F. Glavin+ 134 140 72,250
Bayard Henry* 810 778 23,700
John A. Moore 143 149 68,350
Patti McGill Peterson 176 184 72,100
John W. Pratt 134 140 72,350
Edward J. Spellman 2,303 2,397 73,950
------- ------- -------
Totals $13,298 $13,775 $894,300
- ----------
*Mr. Henry retired from his position as Trustee effective April 26, 1996.
+As of December 31, 1996, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for Mr.
Chapman was $63,164, for Mr. Cosgrove was $131,317 and for Mr. Glavin was
$109,059 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 any Fund to pay any particular level of compensation to the
Trustee.
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, 1997. 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) more than 50% 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 1998 must be received by the Fund at its offices at 101 Huntington
Avenue, Boston, Massachusetts, no later than November 11, 1997 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, 1997
<PAGE>
John Hancock Income Securities Trust
Annual Meeting of Shareholders - April 23, 1997
This Proxy is Solicited on Behalf of the Trustees
The undersigned hereby appoints EDWARD J. BOUDREAU, JR., SUSAN S. NEWTON AND
JAMES B. LITTLE, and each of them, to vote all shares of John Hancock Income
Securities 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 23, 1997 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?
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__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, A. Hodsdon, 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, 1997.
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
