As filed with the Securities and Exchange Commission on March 3, 1998.
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
Company Letterhead
- --------------------------------------------------------------------------------
101 Huntington Ave
Boston, MA 02199-7603
March 3, 1998
John Hancock Investors Trust
John Hancock Income Securities Trust
Dear Fellow Shareholder:
Your Funds' next annual meeting of shareholders will be held on April 16, 1998.
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 Funds' 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 Funds' auditors for the current fiscal year ending December 31, 1998.
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
Funds' 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,
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 16, 1998
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., Eastern time, on
Thursday, April 16, 1998 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,
1998.
(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 17, 1998 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 3, 1998.
By order of the Board of Trustees,
Susan S. Newton
Vice President and Secretary
Boston, Massachusetts
March 3, 1998
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 3/98
JHKPS 98
<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 15, 1998
This Proxy Statement is furnished to shareholders of John Hancock
Investors Trust and John Hancock Income Securities Trust (collectively, the
"Funds") in connection with the solicitation of proxies by the Boards of
Trustees of the Funds for use at the Annual Meetings of shareholders to be
held at the offices of the Funds located on the 2nd Floor at 101 Huntington
Avenue, Boston, Massachusetts on Thursday, April 16, 1998 at
9:00 A.M., Eastern 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 3, 1998. EACH FUND'S ANNUAL REPORT FOR ITS 1997
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 17, 1998
(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 ..................................... 7,716,982
John Hancock Income Securities Trust ............................. 10,535,727
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, the Adviser 1988 100(A)
(age 53) and The Berkeley Financial Group ("The Berkeley 100(B)
Chairman, Nominee Group"); Chairman, NM Capital Management Inc. ("NM
Capital"), Sovereign Asset Management Corporation
("SAMCorp") and John Hancock Advisers
International Limited ("Advisers International");
Director, Advisers International (Ireland);
Chairman, Chief Executive Officer and President,
John Hancock Funds, Inc. ("John Hancock Funds")
and First Signature Bank and Trust Company;
Director, John Hancock Freedom Securities
Corporation, John Hancock Insurance Agency, Inc.
("Insurance Agency, Inc."), John Hancock Capital
Corporation and New England/Canada Business
Council; Member, Investment Company Institute
Board of Governors; Director, Asia Strategic
Growth Fund, Inc.; Chairman, John Hancock
Distributors, Inc. ("Distributors, Inc.") (until
April 1994); Director, John Hancock Signature
Services ("Signature Services") (until January
1997) and Trustee and Chairman of 66 funds managed
by the Adviser.
Dennis S. Aronowitz Professor of Law, Emeritus, Boston University 1988 100(A)
(age 66) School of Law (as of 1997); Trustee, Brookline 100(B)
Trustee, Nominee Saving Bank and Trustee of 34 funds managed by the
Adviser.
Richard P. Chapman, Jr. President, Brookline Savings Bank; Director, 1975 100(A)
(age 63) Federal Home Loan Bank of Boston; Director, Lumber 100(B)
Trustee, Nominee Insurance Companies; Trustee, Northeastern
University; Director, Depositors Insurance Fund,
Inc. and Trustee of 34 funds managed by the
Adviser.
William J. Cosgrove Vice President, Senior Banker and Senior Credit 1991 100(A)
(age 65) 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) and Trustee of 34 funds
managed by the Adviser.
Douglas M. Costle Director, Chairman of the Board and Distinguished 1996 -- (A)
(age 58) 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) and
Trustee of 34 funds managed by the Adviser.
Leland O. Erdahl Vice President, Chief Financial Officer and 1996 -- (A)
(age 69) Director of Amax Gold, Inc.; Director of Santa Fe -- (B)
Trustee, Nominee Ingredients Company of California, Inc. and Santa
Fe Ingredients Company, Inc. (private food
processing companies); Director of Uranium
Resources Corporation; Director, 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) and Trustee of 34 funds
managed by the Adviser.
Richard A Farrell President of Farrell, Healer & Co., (venture 1996 1,700(A)
(age 65) capital management firm) (since 1980); Prior to 10,900(B)
Trustee, Nominee 1980, headed the venture capital group at Bank of
Boston Corporation and Trustee of 34 funds managed
by the Adviser.
Gail D. Fosler Vice President and Chief Economist, The Conference 1994 45 (A)
(age 50) Board (nonprofit economic and business research) 55 (B)
Trustee, Nominee and Trustee of 34 funds managed by the Adviser.
William F. Glavin President Emeritus, Babson College (as of 1997); 1996 -- (A)
(age 67) Vice Chairman, Xerox Corporation (until June -- (B)
Trustee, Nominee 1989)rector, Caldor Inc., Reebok, Inc. (since
1994) and Inco Ltd. and Trustee of 34 funds
managed by the Adviser.
Anne C. Hodsdon* President, Chief Operating Officer and Director, 1996 100(A)
(age 44) the Adviser; Director and President, NM Capital 100(B)
Trustee, Nominee and SAMCorp; Director, The Berkeley Group, John
Hancock Funds, Advisers International, John
Hancock Advisers International (Ireland) and
Insurance Agency, Inc.; Executive Vice President,
the Adviser (until December 1994); Director,
Signature Services (until January 1997) and
Trustee and President of 67 funds managed by the
Adviser.
Dr. John A. Moore President and Chief Executive Officer, Institute 1996 -- (A)
(age 59) for Evaluating Health Risks (nonprofit -- (B)
Trustee, Nominee institution) (since September 1989) and Trustee of
34 funds managed by the Adviser.
Patti McGill Peterson Executive Director, Council for International 1996 -- (A)
(age 54) Exchange of Scholars (since January 1998); Vice -- (B)
Trustee, Nominee President, Institute of International Education
(since January 1998); Cornell Institute of Public
Affairs (until December 1997), President Emeritus
of Wells College and St. Lawrence University;
Director, Niagara Mohawk Power Corporation and
Director, Security Mutual Life and Trustee of 34
funds managed by the Adviser.
John W. Pratt Professor of Business Administration at Harvard 1996 -- (A)
(age 66) University Graduate School of Business -- (B)
Trustee, Nominee Administration (since 1961) and Trustee of 34
funds managed by the Adviser.
Richard S. Scipione* General Counsel, John Hancock Mutual Life 1985 -- (A)
(age 60) Insurance Company; Director, the Adviser, John 1,584(B)
Trustee, Nominee Hancock Funds, Distributors, Inc., Insurance
Agency, Inc., John Hancock Subsidiaries, Inc.,
SAMCorp and NM Capital; Trustee, The Berkeley
Group; Director, JH Networking Insurance Agency,
Inc.; Director, Signature Services (until January
1997) and Trustee of 67 funds managed by the
Adviser.
Edward J. Spellman Partner, KPMG Peat Marwick (retired June 1990) and 1990 444(A)
(age 65) Trustee of 34 funds managed by the Adviser. 449(B)
Trustee, Nominee
- ----------
(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 February 5, 1998, the Trustees and executive officers of John Hancock Investors Trust and
John Hancock Income Securities Trust held, in the aggregate 2,800 and 13,603 shares,
respectively, of the Funds, in each case constituting less than one percent of the Fund's
outstanding shares on that date.
</TABLE>
Each Board of Trustees held four meetings during the fiscal year ended
December 31, 1997. With respect to each Fund, no Trustee except 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 they 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 four
meetings during the fiscal year ended December 31, 1997.
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
Administration Committee. 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
Administration Committee are Independent Trustees. Each Administration
Committee held four meetings during the fiscal year ended December 31, 1997.
Included among the functions of each Administration Committee 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 Administration Committee 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.
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, except that Form 3 reports disclosing no transactions in the
Funds were filed for the following officers of the Adviser in January, 1998:
Miren Etcheverry and Gerardo J. Espinosa.
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 of the
(age 59) John Hancock funds; Director, the Adviser, Advisers International, John
Vice Chairman and Chief Hancock Funds, SAMCorp., Insurance Agency, Inc., Southeastern Thrift &
Investment Officer Bank Fund, The Berkeley Group and NM Capital; Director and Senior Vice
1987 President, The Berkeley Group; President, the Adviser (until December
1994); Director, Signature Services (until January 1997).
James B. Little Senior Vice President and Chief Financial Officer, each of the John
(age 63) Hancock funds; Senior Vice President, the Adviser, The Berkeley Group
Senior Vice President and John Hancock Funds; Senior Vice President, Signature Services (until
and Chief Financial January 1997).
Officer
1986
Susan S. Newton Vice President and Secretary, each of the John Hancock funds; Vice
(age 48) President, the Adviser, John Hancock Funds, Signature Services, The
Vice President Berkeley Group and Vice President, Distributors, Inc. (until April
and Secretary 1994).
1984
John Morin Vice President and Secretary of the Adviser, John Hancock Funds,
(age 47) Signature Services and the Berkeley Group; Secretary, NM Capital and
Vice President SAMCorp.; Clerk, Insurance Agency, Inc.; Counsel, John Hancock Mutual
1989 Life Insurance Company (until February 1996); Vice President,
Distributors, Inc. (until April 1994).
James J. Stokowski Vice President and Treasurer, each of the John Hancock funds and Vice
(age 51) President, the Adviser.
Vice President
and Treasurer
1986
Thomas H. Connors Second Vice President, Assistant Secretary and Compliance Officer, each
(Age 38) of the John Hancock funds; Second Vice President, the Adviser.
Second Vice President
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, 1997. 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, are compensated by the Adviser and/or its affiliates
and receive no compensation from the Funds.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION TOTAL COMPENSATION
------------------------------- FROM THE FUNDS AND
INCOME OTHER FUNDS IN JOHN
INVESTORS SECURITIES HANCOCK FUND COMPLEX
INDEPENDENT TRUSTEE TRUST TRUST (TOTAL OF 34 FUNDS)
- ------------------- --------- ---------- --------------------
<S> <C> <C> <C>
Dennis S. Aronowitz $ 1,040 $ 1,083 $ 72,000
Richard P. Chapman, Jr.+ 1,078 1,123 75,000
William J. Cosgrove+ 1,040 1,083 72,000
Douglas M. Costle 1,078 1,123 75,000
Leland O. Erdahl 1,040 1,083 72,000
Richard A. Farrell 1,078 1,123 75,000
Gail D. Fosler 1,040 1,083 72,000
William F. Glavin+ 1,040 1,083 72,000
John A. Moore+ 1,040 1,083 72,000
Patti McGill Peterson 1,040 1,083 72,000
John W. Pratt 1,040 1,083 72,000
Edward J. Spellman 1,078 1,123 75,000
------- ------- --------
Totals $12,632 $13,156 $876,000
</TABLE>
- ----------
+As of December 31, 1997, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for Mr.
Chapman was $69,148, for Mr. Cosgrove was $167,829, for Mr. Glavin was
$193,514 and for Dr. Moore was $84,315 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 an 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, 1998. 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, 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 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) of 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 1999 must be received by the Fund at its offices at 101 Huntington
Avenue, Boston, Massachusetts, no later than November 6, 1998 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 3, 1998
<PAGE>
John Hancock Income Securities Trust
Annual Meeting of Shareholders - April 16, 1998
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 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 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 16, 1998 at 9:00 a.m.,
Eastern Time, and at any adjournment thereof. All proxies previously given by
the undersigned in respect of this meeting are hereby revoked.
PLEASE VOTE, DATE AND SIGN REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign this Proxy exactly as your name(s) appear(s) on the books of the
Trust. 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. If a partnership,
please sign in partnership name by authorized person.
HAS YOUR ADDRESS CHANGED?
- -------------------------------
- -------------------------------
- --------------------------------
<PAGE>
Mark box at right if an address change has been noted on the reverse side of
this card. ____
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, 1998.
For Against Abstain
Specify desired action by check marks in 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 Item 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:
Please be sure to sign and date this proxy. Date
Shareholder sign here Co-owner sign here
