As filed with the Securities and Exchange Commission on February 5, 1999.
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>
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 18, 1999
This is the formal agenda for each 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 and John Hancock Income
Securities Trust
A shareholder meeting for each fund will be held at 101 Huntington Avenue,
Boston, Massachusetts, on Thursday, March 18, 1999 at 9:00 a.m., Eastern time,
and shareholders of each fund will consider the following proposals:
(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, 1999.
(3) To transact such other business as may properly come before the
annual 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 21, 1999 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 5, 1999.
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 5, 1999
P56PX 2/99
JHK-99
<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 March 18, 1999
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 funds 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 18,
1999 at 9:00 a.m., Eastern time.
If you sign the enclosed proxy card and return it in time to be voted at the
annual 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 21, 1999
as the record date to determine which shareholders are entitled to vote.
Shareholders of each fund are entitled to one vote per share on all business of
the annual 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.......................... 7,782,839
John Hancock Income Securities Trust..................10,626,698
The funds' management does not know of anyone who was the beneficial owner of
more than 5% of a fund's outstanding shares 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 I
ELECTION OF TRUSTEES
General
As of the date of this proxy, each nominee for election, except for Mr. Brown,
currently serves as trustee of each fund. Using the enclosed proxy card, you may
authorize the proxies to vote your shares for the nominees or may withhold from
the proxies authority to vote your shares for one or more of the nominees. If
you sign the proxy card, but do not give voting instructions, the proxies will
vote FOR the nominees. Each nominee 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, that 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 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 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, John Hancock 1988 100 (A)
(age 54) Advisers, Inc. (the "Adviser") and The Berkeley 100 (B)
Chairman, Nominee Financial Group ("The Berkeley Group"); Chairman,
NM Capital Management Inc. ("NM Capital"),
Sovereign Asset Management Corporation ("SAMCorp")
and John Hancock Advisers International Limited
("Advisers International"); Director, John
Hancock Advisers International (Ireland) Ltd.;
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.;
Director, John Hancock Signature Services
("Signature Services") (until January 1997); and
Trustee and Chairman of 68 funds managed by the
Adviser.
2
<PAGE>
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)
- -------------- ---------------------------------- ---------- -------------
Dennis S. Aronowitz Professor of Law, Emeritus, Boston University 1988 100 (A)
(age 67) School of Law (as of 1996); Director, Brookline 100 (B)
Trustee, Nominee Bankcorp; and Trustee of 33 funds managed by the
Adviser.
Stephen L. Brown* Chairman and Chief Executive Officer, - (A)
(age 61) John Hancock Mutual Life Insurance Company; - (B)
Nominee Director, the Adviser, John Hancock Funds, Insurance
Agency, John Hancock Subsudiaries, Inc., The Berkeley
Group, Federal Reserve Bank of Boston, Signature Services
(until January 1997); Trustee, John Hancock Asset
Management (until March 1997).
Richard P. Chapman, Jr. Chairman, President and Chief Executive Officer, 1975 100 (A)
(age 64) Brookline Bankcorp; Director, Lumber Insurance 100 (B)
Trustee, Nominee Companies; Trustee, Northeastern University;
Director, Depositors Insurance Fund, Inc.; and Trustee
of 33 funds managed by the Adviser.
William J. Cosgrove Vice President, Senior Banker and Senior Credit 1991 100 (A)
(age 66) 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 33 funds
managed by the Adviser.
Douglas M. Costle Director, Chairman of the Board and Distinguished 1996 - (A)
(age 59) 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) (until 1996), Niagara Mohawk Power
Company (electric services), Conceptive
Technologies (until 1997) and Mitretek Systems
(governmental consulting services), Conversion
Technologies, Inc. and Living Technologies,
Inc.; and Trustee of 33 funds managed by the
Adviser.
3
<PAGE>
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)
- -------------- ---------------------------------- ---------- -------------
Leland O. Erdahl Director of Uranium Resources Corporation, Hecla 1996 - (A)
(age 70) Mining Company, Canyon Resources Corporation - (B)
Trustee, Nominee and Original Sixteen to One Mine, Inc. (from
1984-1987 and 1991-1998) (management
consultant); Director, Freeport-McMoRan Copper
& Gold, Inc. (until 1997); Vice President,
Chief Financial Officer and Director of Amax
Gold, Inc. (until 1998); and Trustee of 33 funds
managed by the Adviser.
Richard A. Farrell President of Farrell, Healer & Co., (venture 1996 1,700 (A)
(age 66) 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 33 funds managed
by the Adviser.
Gail D. Fosler Senior Vice President and Chief Economist, The 1994 45 (A)
(age 51) Conference Board (nonprofit economic and business 55 (B)
Trustee, Nominee research); Director, Unisys Corporation and H.B. Fuller
Company; and Trustee of 33 funds managed by the Adviser.
William F. Glavin President Emeritus, Babson College (as of 1997); 1996 - (A)
(age 66) Vice Chairman, Xerox Corporation (until June - (B)
Trustee, Nominee 1989); Director, Caldor Inc., Reebok, Inc. (since
1994) and Inco Ltd.; and Trustee of 33 funds managed by the Adviser.
Anne C. Hodsdon* President, Chief Operating Officer and Director, 1996 100 (A)
(age 45) 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)
Ltd. and Insurance Agency, Inc.; Executive Vice
President, the Adviser (until December 1994);
Director, Signature Services (until January
1997); and Trustee and President of 68 funds
managed by the Adviser.
4
<PAGE>
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)
- -------------- ---------------------------------- ---------- -------------
Dr. John A. Moore President and Chief Executive Officer, Institute 1996 - (A)
(age 60) for Evaluating Health Risks (nonprofit - (B)
Trustee, Nominee institution) (since September 1989); and Trustee of
33 funds managed by the Adviser.
Patti McGill Peterson Executive Director, Council for International 1996 - (A)
(age 55) Exchange of Scholars (since January 1998); Vice - (B)
Trustee, Nominee 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 33 funds
managed by the Adviser.
John W. Pratt Professor of Business Administration Emeritus, 1996 100 (A)
(age 67) Harvard University Graduate School of Business 100 (B)
Trustee, Nominee Administration (as of June 1998); and Trustee of 33
funds managed by the Adviser.
Richard S. Scipione* General Counsel, John Hancock Mutual Life 1985 - (A)
(age 61) Insurance Company; Director, the Adviser, John 1,673 (B)
Trustee, Nominee Hancock Funds, Signator Investors, Inc., Insurance
Agency, Inc., John Hancock Subsidiaries, Inc.,
SAMCorp., NM Capital, The Berkeley Group, JH
Networking Insurance Agency, Inc., Signature
Services (until January 1997); and Trustee of
68 funds managed by the Adviser.
</TABLE>
(A) John Hancock Investors Trust
(B) John Hancock Income Securities Trust
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the funds and the Adviser.
(1) The information beneficial ownership is based on statements furnished to the
funds by the nominees. Each of the officers and trustees has all voting and
investment powers with respect to the shares indicated.
(2) As of January 6, 1999, the trustees and executive officers of John Hancock
Investors Trust and John Hancock Income Securities Trust held, in the
aggregate 2,356 and 13,243 shares, respectively, of the funds, in each case
constituting less than one percent of the fund's outstanding shares on that
date.
5
<PAGE>
Each board of trustees held four meetings during the fiscal year ended
December 31, 1998. 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.
Each board of trustees has an Audit Committee. Throughout 1998, the
Committee members were Messrs. Spellman, Chapman 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, 1998. Each Audit Committee recommends to the full board auditors
for the respective fund, oversees the audit of the respective funds,
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. Throughout 1998, the Administration Committee members
were Ms. Fosler, Ms. Peterson and Messrs. Aronowitz, Chapman, Cosgrove, Costle,
Erdahl, Farrell, Glavin, Moore, Spellman 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, 1998. Each
Administration Committee nominates candidates to serve as trustees who are not
"interested persons." Each Administration Committee also coordinates with
trustees who are interested persons in the selection and election of officers of
the respective fund. Each 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. Throughout
1998, the Contracts/Operations Committee members were Ms. Peterson and Messrs.
Erdahl, Glavin 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, 1998. 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 a Investment Performance Committee.
Throughout 1998, the Committee members were Ms. Fosler and Messrs. Aronowitz,
Cosgrove, Costle and Farrell. 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, 1998. 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.
6
<PAGE>
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>
Osbert M. Hood Senior Vice President and Chief Financial Officer,
(age 46) each of the John Hancock funds, the Adviser, The Berkeley
Senior Vice President Group and John Hancock Funds; Vice President and Chief
and Chief Financial Officer Financial Officer, John Hancock Mutual Life Insurance Company,
1999 Retail Sector (until 1997).
Susan S. Newton Vice President and Secretary, each of the John Hancock funds; Vice
(age 49) President, the Adviser, John Hancock Funds, Signature Services and The
Vice President and Secretary Berkeley Group.
1984
John Morin Vice President and Secretary of the Adviser, John Hancock Funds,
(age 48) 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).
James J. Stokowski Vice President, Treasurer and Chief Accounting Officer, each of the John Hancock
(age 52) funds; and Vice President, the Adviser.
Vice President, Treasurer
and Chief Accounting Officer
1986
Thomas H. Connors Vice President, Assistant Secretary and Compliance Officer, each
(age 39) of the John Hancock funds; Vice President, the Adviser.
Vice President and
Compliance Officer
1996
</TABLE>
7
<PAGE>
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, 1998.
The three non-independent trustees, Ms. Hodsdon and Messrs. Boudreau, 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. Similarly, Mr. Brown will receive no
compensation from the funds.
<TABLE>
<CAPTION>
Total Compensation From the
Aggregate Compensation Funds and Other Funds in
---------------------- John Hancock Fund Complex
Independent Trustee Investors Trust Income Securities Trust (Total of 33 Funds)
- ------------------- --------------- ----------------------- -------------------
<S> <C> <C> <C>
Dennis S. Aronowitz $759 $790 $72,000
Richard P. Chapman, Jr. 789 822 75,100
William J. Cosgrove 759 790 72,000
Douglas M. Costle 789 822 75,100
Leland O. Erdahl 759 790 72,000
Richard A. Farrell 789 822 75,100
Gail D. Fosler 759 790 72,000
William F. Glavin 759 790 72,000
John A. Moore 759 790 72,000
Patti McGill Peterson 789 822 75,100
John W. Pratt 759 790 72,000
Edward J. Spellman* 740 771 70,350
--- --- ------
Totals $9,209 $9,589 $874,750
</TABLE>
+ As of December 31, 1998, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock Fund Complex for Mr.
Chapman was $81,203, for Mr. Cosgrove was $182,174, for Mr. Glavin was $248,920
and for Dr. Moore was $166,978 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. Spellman retired in December of 1998.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The trustees of each fund, including a majority of each fund's independent
trustees, have selected Ernst & Young LLP to act as independent auditors for the
respective fund for the fiscal year ending December 31, 1999. 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 annual 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 auditors of your funds.
8
<PAGE>
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 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.
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. 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 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.
9
<PAGE>
Expenses and Methods of Solicitation
The costs of the annual 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 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 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.
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 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 2000 must be received by that fund at its offices at 101 Huntington
Avenue, Boston, Massachusetts, no later than October 8, 1999 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
Boston, Massachusetts
February 5, 1999
10
<PAGE>
11
<PAGE>
John Hancock Income Securities Trust
Annual Meeting of Shareholders - March 18, 1999
This Proxy is Solicited on Behalf of the Trustees
The undersigned hereby appoints ANNE C. HODSDON, SUSAN S. NEWTON AND JAMES S.
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 John
Hancock Income Securities Trust to be held at the offices of the Trust, located
on the 2nd floor at 101 Huntington Avenue, Boston, Massachusetts 02199, on March
18, 1999 at 9:00 a.m., Eastern time, and at any adjournment of the meeting. All
proxies previously given by the undersigned for 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 must be that of
an authorized officer who must state his or her title. If a partnership, please
sign in partnership name by authorized person.
HAS YOUR ADDRESS CHANGED?
- -------------------------------
- -------------------------------
- --------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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, S. Brown, 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 and R. Scipione.
[ ] 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, 1999.
[ ] For [ ] Against [ ] Abstain
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</TABLE>
Specify your vote 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 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 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
<PAGE>
February 5, 1999
John Hancock Investors Trust
John Hancock Income Securities Trust
Dear Fellow Shareholder:
As an investor in one of the funds listed above, you are cordially invited to
attend the annual shareholder meeting on Thursday, March 18, 1999 at 9:00 a.m.
Eastern time, to be held at John Hancock Funds, 101 Huntington Avenue, Boston,
MA 02199.
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.
Elect Your Fund's Board of Trustees
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.
Ratify the Trustees Selection of Accountants
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, 1999.
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 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/Edward J. Boudreau, Jr.
--------------------------
Edward J. Boudreau, Jr.
Chairman and CEO
P56XL
