As filed with the Securities and Exchange Commission on January 30, 2004.
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.
[LOGO] (R)
------------------
JOHN HANCOCK FUNDS
John Hancock Investors Trust
John Hancock Income Securities Trust
January 30, 2004
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, 2004 at 9:00 A.M.,
Eastern Time, to be held at John Hancock Funds, 101 Huntington Avenue, Boston,
MA 02199.
The proposals set forth in the enclosed proxy statement are routine items. A
routine item is one that occurs annually and makes no fundamental or material
changes to a fund's investment objectives, policies or restrictions, or to the
investment management contracts.
Elect your fund's Board of Trustees
For each fund, proposal number one asks common shareholders to elect eight
Trustees and preferred shareholders to elect two Trustees to serve until their
respective successors are elected and qualified. Your proxy statement includes
a brief description of each nominee's background.
Ratify the Trustees' selection of public accountants
For each fund, proposal number two asks you to ratify or reject the Trustees'
selection of PricewaterhouseCoopers, LLP as each fund's independent public
accountants for the fund's current fiscal year.
Your vote is important!
Please complete the enclosed proxy ballot form, sign it and mail it to us
immediately. For your convenience, a postage-paid return envelope has been
provided. A prompt response will help avoid the cost of additional mailings at
your fund's expense.
If you have any questions, please call 1-800-852-0218, Monday through Friday,
between 9:00 A.M. and 7:00 P.M., Eastern Time.
Thank you in advance for your prompt action on this very important matter.
Sincerely,
/S/ MAUREEN FORD GOLDFARB
Maureen Ford Goldfarb
Chairman and Chief Executive
Officer
P56PX 1/04
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, 2004
This is the formal agenda for your fund's shareholder meeting. It tells you
what matters will be voted on and the time and place of the meeting, in case
you want to attend in person.
To the Shareholders of
John Hancock Investors Trust
John Hancock Income Securities Trust:
A shareholder meeting for each fund will be held at 101 Huntington Avenue,
Boston, Massachusetts, on Thursday, March 18, 2004 at 9:00 A.M., Eastern Time,
and shareholders of each fund will consider the following proposals:
(1) To elect Trustees to serve until their respective successors have been
duly elected and qualified. Common shareholders may elect eight Trustees
and preferred shareholders may elect two Trustees.
(2) To ratify or reject the Trustees' selection of PricewaterhouseCoopers
LLP as the fund's independent public accountants for the fund's current
fiscal year.
(3) To transact such other business as may properly come before the meeting
or any adjournment of the meeting.
Your Trustees recommend that you vote in favor of all proposals.
Shareholders of record of each fund as of the close of business on January 12,
2004, 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 January 30, 2004.
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,
Susan S. Newton
Senior Vice President and
Secretary
January 30, 2004
JOHN HANCOCK INVESTORS TRUST
JOHN HANCOCK INCOME SECURITIES TRUST
101 Huntington Avenue, Boston, Massachusetts 02199
ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held on March 18, 2004
PROXY STATEMENT
This proxy statement contains the information you should know before voting
on the proposals described in the notice. Each fund will furnish without charge
a copy of its Annual Report to any shareholder upon request. If you would like a
copy of your fund's report, please send a written request to the attention of
the fund at 101 Huntington Avenue, Boston, Massachusetts 02199, or call John
Hancock Funds at 1-800-892-9552.
This proxy statement is being used by each fund's Trustees to solicit
proxies to be voted at the annual meeting of each fund's shareholders. The
meetings will be held at 101 Huntington Avenue, Boston, Massachusetts, on
Thursday, March 18, 2004 at 9:00 A.M., Eastern Time.
o John Hancock Investors Trust ("Investors");
o John Hancock Income Securities Trust ("Income Securities").
If you sign the enclosed proxy card and return it in time to be voted at
the meetings, your shares will be voted in accordance with your instructions.
Signed proxies with no instructions will be voted FOR all proposals. If you
want to revoke your proxy, you may do so before it is exercised at the meetings
by filing a written notice of revocation with the fund at 101 Huntington
Avenue, Boston, Massachusetts 02199, by returning a signed proxy with a later
date before the meetings, or if attending the meeting of your fund and voting
in person, by notifying your fund's secretary (without complying with any
formalities) at any time before your proxy is voted.
Record Ownership
The Trustees of each fund have fixed the close of business on January 12,
2004, as the record date to determine which shareholders are entitled to vote
at the meeting. Common and Preferred shareholders of each fund are entitled to
one vote per share on all business of the meetings or any postponement of the
meeting relating to their fund and respective share class. On the record date,
the following number of shares of beneficial interest of each fund were
outstanding:
Fund Common Shares Preferred Shares
------------------------------------------------------------------------------
John Hancock Investors Trust 8,102,295 3,440
John Hancock Income Securities Trust 11,056,746 3,560
The funds' management does not know of anyone who beneficially owned more
than 5% of either class of any fund's shares outstanding on the record date,
except for SIT Investment Associates, 90 South Seventh Street, Suite 4600,
Minneapolis, MN 55402, which holds the following Common Shares: 5.452% of
Income Securities Trust. (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
PROPOSAL 1
ELECTION OF TRUSTEES
(Common Shares and Preferred Shares of each fund)
General
Each fund's Board of Trustees consists of ten members. Holders of the
Common Shares are entitled to elect eight Trustees and holders of the Preferred
Shares are entitled to elect two Trustees. Ms. Ford Goldfarb and Ms. McGill
Peterson and Messrs. Aronowitz, Chapman, Cosgrove, Farrell, Glavin and Pratt
have been designated as subject to election by holders of the Common Shares of
each fund. Messrs. DeCiccio and Moore have been designated as subject to
election by holders of the Preferred Shares of each fund.
As of the date of this proxy, each nominee for election currently serves
as a Trustee of each fund. Using the enclosed proxy card, you may authorize the
proxies to vote your shares for the nominees or you may withhold from the
proxies authority to vote your shares for one or more of the nominees. If no
contrary instructions are given, the proxies will vote FOR the nominees. Each
of the nominees has consented to his or her nomination and has agreed to serve
if elected. If, for any reason, any nominee should not be available for
election or able to serve as a Trustee, the proxies will exercise their voting
power in favor of a substitute nominee, if any, as the funds' Trustees may
designate. The funds have no reason to believe that it will be necessary to
designate a substitute nominee.
Proposal 1
For each fund, Ms. Ford Goldfarb and Ms. McGill Peterson and Messrs.
Aronowitz, Chapman, Cosgrove, Farrell, Glavin and Pratt are the current
nominees for election by the Common Shareholders and Messrs DeCiccio and Moore
are the current nominee for election by the Preferred Shareholders.
Vote Required for Proposal 1
The vote of a plurality of the votes cast by the Common Shares and the
Preferred Shares, voting as separate classes, of a fund is sufficient to elect
the Common Shares' and Preferred Shares' respective nominees of that fund.
Information Concerning Nominees
The following table sets forth certain information regarding the nominees
for election to the Boards. The table also shows his or her principal
occupation or employment and other directorships during the past five years and
the number of John Hancock funds overseen by the Trustee.
Principal Occupation(s) Number of
Name, (Age), Address(1) and other Directorships Trustee John Hancock
and Position with the Funds During the Past Five Years Since Funds overseen
--------------------------- ------------------------------------------------ --------- ---------------
NOMINEES FOR ELECTION
Term to Expire in 2005
Independent Trustees
--------------------
Dennis S. Aronowitz Professor of Law Emeritus, Boston University 1988 20
(Age 72) School of Law (as of 1996); Director, Brookline
Trustee Bancorp (since 1998).
2
Principal Occupation(s) Number of
Name, (Age), Address(1) and other Directorships Trustee John Hancock
and Position with the Funds During the Past Five Years Since Funds overseen
----------------------------- ------------------------------------------------------- --------- ---------------
NOMINEES FOR ELECTION
Term to Expire in 2005 (continued)
Richard P. Chapman Jr. President, and Chief Executive Officer, Brookline 1975 20
(Age 68) Bancorp, Inc. (lending) (since 1972); Director,
Trustee Lumber Insurance Co., (insurance) (until 2000);
Chairman and Director, Northeast Retirement
Services, Inc. (retirement administration) (since
1998).
William J. Cosgrove Vice President, Senior Banker and Senior Credit 1991 20
(Age 71) Officer, Citibank, N.A. (banking) (retired 1991);
Trustee Executive Vice President, Citadel Group
Representatives, Inc. (financial reinsurance);
Director, Hudson City Savings Bank (since 1995);
Director, Hudson City Bancorp (banking) (since
1999); Trustee, Scholarship Fund for Inner City
Children (since 1986).
Richard A. Farrell President, Farrell, Healer & Co., Inc., (venture 1996 20
(Age 71) capital management firm) (since 1980) and
Trustee President, the Venture Capital Fund of NE (since
1980). Prior to 1980, headed the venture capital
group at Bank of Boston Corporation; Trustee,
Marblehead Savings Bank (since 1994).
William F. Glavin President Emeritus, Babson College (as of 1998); 1996 20
(Age 71) Vice Chairman, Xerox Corporation (until 1989);
Trustee Director, Reebok, Inc. (until 2002) and Inco Ltd.
(until 2002).
John A. Moore+ President and Chief Executive Officer, Institute for 1996 29
(Age 64) Evaluating Health Risks (nonprofit institution) (until
Trustee 2001); Chief Scientist, Science International (health
research) (since 1998); Principal, Hollyhouse
(consulting) (since 2000); Director, CIIT (nonprofit
research) (since 2002).
3
Principal Occupation(s) Number of
Name, (Age), Address(1) and other Directorships Trustee John Hancock
and Position with the Funds During the Past Five Years Since Funds overseen
----------------------------- ---------------------------------------------------- --------- ---------------
NOMINEES FOR ELECTION
Term to Expire in 2005 (continued)
Patti McGill Peterson Executive Director, Council for International 1996 29
(Age 60) Exchange of Scholars (since 1998); Vice President,
Trustee Institute of International Education (since 1998);
Senior Fellow, Cornell Institute of Public Affairs,
Cornell University (until December 1997); President
Emerita of Wells College and St. Lawrence
University; Director, Niagara Mohawk Power
Corporation (electric utility); Director, Ford
Foundation; Director, International Fellowships
Program (since 2002); Director, Lois Roth
Endowment (since 2002); Director, Council for
International Educational Exchange (since 2003);
Advisory Board, UNCF, Global Partnerships Center
(since 2002).
John W. Pratt Professor of Business Administration Emeritus, 1996 20
(Age 72) Harvard University Graduate School of Business
Trustee Administration (as of 1998).
Interested Trustees
-----------------------------
Maureen Ford Goldfarb* Executive Vice President, John Hancock Financial 2000 50
(Age 48) Services, Inc., John Hancock Life Insurance
Trustee, Chairman, Company; Chairman, Director, President and Chief
President and Chief Executive Officer, John Hancock Advisers, LLC, (the
Executive Officer "Adviser") and The Berkeley Financial Group, Inc.
("The Berkeley Group"); Chairman, Director,
President and Chief Executive Officer, John
Hancock Funds, LLC ("John Hancock Funds");
Chairman, Director, President and Chief Executive
Officer, Sovereign Asset Management Corporation
(SAMCorp); Director, John Hancock Subsidiaries,
LLC, Independence Investment LLC and Signature
Services, Inc.; Investment Company Institute, Board
of Governors (since 2002), Senior Vice President,
MassMutual Insurance Co. (until 1999).
4
Principal Occupation(s) Number of
Name, (Age), Address(1) and other Directorships Trustee John Hancock
and Position with the Funds During the Past Five Years Since Funds overseen
----------------------------- --------------------------------------------------- --------- ---------------
John M. DeCiccio*+ Director, John Hancock Life Insurance Co. 2001 50
(Age 54) (Financial Services); Executive Vice President and
Trustee Chief Investment Officer, John Hancock Financial
Services, Inc.(Holding Company); Chairman of the
Committee of Finance of John Hancock Life
Insurance Company; Director, John Hancock
Subsidiaries, LLC, Hancock Natural Resource
Group, Independence Investment LLC, Declaration
Management & Research LLC, The Berkeley
Financial Group, LLC, John Hancock Advisers, LLC,
John Hancock Funds, LLC and Massachusetts
Business Development Corporation.
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Funds and the Adviser.
+ Trustee representing the holders of the Preferred Shares.
5
Executive Officers
In addition to the Chairman, President and Chief Executive Officer (Ms.
Ford Goldfarb), the table below lists each fund's executive officers.
Name, (Age), Address(1) Principal Occupation(s) Officer
and Position with the Funds During the Past Five Years Since
----------------------------- ----------------------------------------------------- --------
Susan S. Newton Senior Vice President and Secretary, each of the 1984
(Age 53) John Hancock funds; Senior Vice President,
Senior Vice President Secretary and Chief Legal Officer, the Adviser, John
and Secretary Hancock Funds, LLC, The Berkeley Group and
SAMCorp.
Richard A. Brown Senior Vice President, Chief Financial Officer and 2000
(Age 54) Treasurer, the Adviser, the John Hancock Fund
Senior Vice President Complex, and The Berkeley Group; Second Vice
and Chief Financial Officer President and Senior Associate Controller, Corporate
Tax Department, John Hancock Financial Services,
Inc. (until 2001).
William H. King Vice President and Treasurer, each of the John 1994
(Age 51) Hancock funds; Vice President, the Adviser.
Vice President and Treasurer
Thomas H. Connors Vice President and Compliance Officer, each of the 1996
(Age 44) John Hancock funds and the Adviser; Vice
Vice President and President, John Hancock Funds, LLC.
Compliance Officer
(1) Business address for independent and interested Trustees and officers is
101 Huntington Avenue, Boston, Massachusetts 02199.
Each Fund's Board of Trustees currently has four standing Committees: the
Audit Committee, the Administration Committee, the Contracts/Operations
Committee and the Investment Performance Committee. Each Committee is comprised
of Independent Trustees who are not "interested persons."
Each Board of Trustees held six meetings during the fiscal year ended
December 31, 2003. With respect to each fund, no Trustee, except for Mr.
DeCiccio, 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. Mr. DeCiccio attended
more than 50% of the meetings. The funds hold joint meetings of the Trustees
and all committees.
Each Board of Trustees has an Audit Committee consisting of Messrs. Moore
and Glavin and Ms. McGill Peterson. All members of each fund's Audit Committee
are independent under the New York Stock Exchange's Revised Listing Rules and
each member is financially literate with at least one having accounting or
financial management expertise. The Board has adopted a written charter for the
Audit Committee which is attached as Exhibit A. Each Audit Committee held four
meetings during the fiscal year ended December 31, 2003. Each Audit Committee
recommends to the full board the appointment of outside auditors for each fund,
oversees and monitors the audit of each fund, communicates with both the
independent auditors and inside auditors on a regular basis, and provides a
forum for the auditors to report and discuss any matters they deem appropriate
at
6
any time. Each Audit Committee reports that it has (1) reviewed and discussed
each fund's audited financial statements with management; (2) discussed with
the independent auditors the matters relating to the quality of each fund's
financial reporting as required by SAS 61; (3) received written disclosures and
an independence letter from the independent auditors required by ISB Standard
No. 1, and discussed with the auditors their independence; and, (4) based on
these discussions recommended to the Board that each fund's financial
statements be included in each fund's annual report for the last fiscal year.
Each Board of Trustees has a Contracts/Operations Committee. The
Contracts/Operations Committee members are Messrs. Aronowitz and Farrell. Each
Contracts/Operations Committee held six meetings during the fiscal year ended
December 31, 2003. Each Contracts/Operations Committee oversees the initiation,
operation and renewal of the various contracts between the respective fund and
other entities. These contracts include advisory and subadvisory agreements,
custodial and transfer arrangements and arrangements with other service
providers.
Each Board of Trustees has an Investment Performance Committee. The
Investment Performance Committee members are Messrs. Chapman, Cosgrove and
Pratt. Each Investment Performance Committee held four meetings during the
fiscal year ended December 31, 2003. 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.
Each Board of Trustees has an Administration Committee, which among other
things, serves as a nominating committee. The Administration Committee members
are Messrs. Aronowitz, Chapman, Cosgrove, Farrell, Glavin, Moore and Pratt and
Ms. McGill Peterson. All members of the Administration Committee are
independent under the New York Stock Exchange's Revised Listing Rules and are
not interested persons, as defined in the Investment Company Act of 1940, as
amended, of John Hancock or the funds (the "Independent Trustees"). The Board
has adopted a written charter for the Administration Committee, which is
attached as Exhibit B to this proxy statement. The Administration Committee
held four meetings during the Fund's 2003 fiscal year. The Administration
Committee selects and nominates for appointment and election candidates to
serve as Trustees who are Independent Trustees. The Trustees who are not
Independent Trustees and the officers of the Fund are nominated and selected by
the Board.
Each Administration Committee does not have at this time formal criteria
for the qualifications of candidates to serve as an Independent Trustee,
although the Administration Committee may develop them in the future. In
reviewing a potential nominee and in evaluating the renomination of current
Independent Trustees, the Administration Committee has historically applied the
following criteria: (i) the nominee's reputation for integrity, honesty and
adherence to high ethical standards, (ii) the nominee's business acumen,
experience and ability to exercise sound judgments, (iii) a commitment to
understand the Fund and the responsibilities of a trustee of an investment
company, (iv) a commitment to regularly attend and participate in meetings of
the Board and its committees, (v) the ability to understand potential conflicts
of interest involving management of the Fund and to act in the interests of all
shareholders, and (vi) the absence of a real or apparent conflict of interest
that would impair the nominee's ability to represent the interests of all the
shareholders and to fulfill the responsibilities of an Independent Trustee. The
Administration Committee does not necessarily place the same emphasis on each
criteria and each nominee may not have each of these qualities. The
Administration Committee does not discriminate on the basis of race, religion,
national origin, sex, sexual orientation, disability or any other basis
proscribed by law.
As long as an existing Independent Trustee continues, in the opinion of
the Administration Committee, to satisfy these criteria, the Fund anticipates
that the Committee would favor the renomination of an existing Trustee rather
than a new candidate. Consequently, while the Administration Committee will
consider nominees recommended by shareholders to serve as trustees, the
Administration Committee may only act upon such recommen-
7
dations if there is a vacancy on the Board or the Administration Committee
determines that the selection of a new or additional Independent Trustee is in
the best interests of the Fund. In the event that a vacancy arises or a change
in Board membership is determined to be advisable, the Administration Committee
will, in addition to any shareholder recommendations, consider candidates
identified by other means, including candidates proposed by members of the
Administration Committee. While it has not done so in the past, the
Administration Committee may retain a consultant to assist the Committee in a
search for a qualified candidate.
Any shareholder recommendation must be submitted in compliance with all of
the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of
1934 to be considered by the Administration Committee. In evaluating a nominee
recommended by a shareholder, the Administration Committee, in addition to the
criteria discussed above, may consider the objectives of the shareholder in
submitting that nomination and whether such objectives are consistent with the
interests of all shareholders. If the Board determines to include a
shareholder's candidate among the slate of nominees, the candidate's name will
be placed on the Fund's proxy card. If the Administration Committee or the
Board determines not to include such candidate among the Board's designated
nominees and the shareholder has satisfied the requirements of Rule 14a-8, the
shareholder's candidate will be treated as a nominee of the shareholder who
originally nominated the candidate. In that case, the candidate will not be
named on the proxy card distributed with the Fund's proxy statement. Each of
the nominees for election as Trustee was recommended by the Administration
Committee, except for Ms. Ford Goldfarb and Mr. DeCiccio, who were recommended
by the Board.
Shareholders may communicate with the members of the Board as a group or
individually. Any such communication should be sent to the Board or an
individual Trustee c/o the secretary of the Fund at the address on the notice
of this meeting. The Secretary may determine not to forward any letter to the
members of the Board that does not relate to the business of the Fund. Ms. Ford
Goldfarb typically attends shareholder meetings and other members of the Board
may, but generally do not, attend.
8
Trustee Ownership
The following table provides a dollar range indicating each Trustee's
ownership of equity securities of the Funds as well as aggregate holdings of
shares of equity securities of all John Hancock Funds overseen by the Trustee,
as of December 31, 2003.
Trustee Holdings(1)
Investors Trust Income Securities Trust
------------------------------ --------------------------- All John Hancock
Name of Trustee Shares Dollar Range Shares Dollar Range funds overseen
------------------------- -------- ------------------- -------- ---------------- -------------------
Independent Trustees
Dennis S. Aronowitz 100 $1 - $10,000 100 $1 - $10,000 $50,001 - $100,000
Richard P. Chapman, Jr. 100 $1 - $10,000 100 $1 - $10,000 Over $100,000
William J. Cosgrove 100 $1 - $10,000 100 $1 - $10,000 Over $100,000
Richard A. Farrell 1,700 $10,001 - $50,000 9,900 Over $100,000 Over $100,000
William F. Glavin -- -- -- -- Over $100,000
Dr. John A. Moore -- -- -- -- Over $100,000
Patti McGill Peterson -- -- -- -- Over $100,000
John W. Pratt 100 $1 - $10,000 100 $1 - $10,000 Over $100,000
Interested Trustees
John M. DeCiccio -- -- -- -- Over $100,000
Maureen Ford Goldfarb 100 $1 - $10,000 100 $1 - $10,000 Over $100,000
(1) The amounts reflect the aggregate dollar range of equity securities
beneficially owned by the Trustees in the Funds and in all John Hancock
funds overseen by each Trustee. For each Trustee, the amounts reflected
include share equivalents of certain John Hancock funds in which the
Trustee is deemed to be invested pursuant to the Deferred Compensation Plan
for Independent Trustees, as more fully described under "Remuneration of
Officers and Trustees." The information as to beneficial ownership is based
on statements furnished to the funds by the Trustees. Each of the Trustees
has all voting and investment powers with respect to the shares indicated.
None of the Trustees beneficially owned individually, and the Trustees and
executive officers of the funds as a group did not beneficially own, in
excess of 1% of the outstanding shares of any fund.
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 10% 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.
9
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,
2003. The two non-independent Trustees, Ms. Ford Goldfarb and Mr. DeCiccio, and
each of the officers of the funds who 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.
Aggregate Compensation Total Compensation
Independent --------------------------------------------- All Funds in the John Hancock
Trustees Investors Trust Income Securities Trust Fund Complex(1)
-------------------------- ----------------- ------------------------- ------------------------------
Dennis S. Aronowitz $ 1,392 $ 1,456 $ 72,250
Richard P. Chapman, Jr.* 1,523 1,593 79,000
William J. Cosgrove* 1,531 1,601 79,500
Richard A. Farrell 1,526 1,596 79,250
William F. Glavin* 1,429 1,494 74,250
John A. Moore* 1,028 1,076 74,000
Patti McGill Peterson 997 1,044 72,750
John W. Pratt 1,470 1,537 76,500
------- ------- --------
Totals $10,896 $11,397 $607,500
(1) The total compensation paid by the John Hancock fund complex to the
Independent Trustees for the calendar year ended December 31, 2003. All the
Independent Trustees are Trustees of 20 funds in the John Hancock fund
complex, except for Ms. McGill Peterson and Mr. Moore, who are trustees of
29 funds.
* As of December 31, 2003, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for Mr.
Chapman was $63,573, for Mr. Cosgrove was $210,257, for Mr. Glavin was
$306,646 and for Mr. Moore was $248,464 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.
Material Relationships of the Independent Trustees
As of December 31, 2003, none of the Independent Trustees, nor any
immediate family member, owns shares of John Hancock Advisers, LLC (the
"investment adviser") or a principal underwriter of the funds, nor does any
such person own shares of a company controlling, controlled by or under common
control with, the investment adviser or a principal underwriter of the funds.
There have been no transactions by the funds since the beginning of the
funds' last two fiscal years, nor are there any transactions currently
proposed, in which the amount exceeds $60,000, and in which any trustee of the
funds or any immediate family members has or will have a direct or indirect
material interest, nor have any of the foregoing persons been indebted to the
funds in an amount in excess of $60,000 at any time since that date.
No Independent Trustee, nor any immediate family member has had, in the
past five years, any direct or indirect interest, the value of which exceeds
$60,000, in the investment adviser, a principal underwriter of the funds or in
a person (other than a registered investment company) directly or indirectly
controlling, controlled by or under common control with, the investment adviser
or principal underwriter of the funds. Moreover, no Independent Trustee or
immediate family member has, or has had in the last two fiscal years of the
funds, any direct or indirect relationships or material interest in any
transaction or in any currently proposed transaction, in which
10
the amount involved exceeds $60,000, in which the following persons were or are
a party: the funds, an officer of the funds, any investment company sharing the
same investment adviser or principal underwriter as the funds or any officer of
such a company, any investment adviser or principal underwriter of the funds or
any officer of such a party, any person directly or indirectly controlling,
controlled by or under common control with, the investment adviser or principal
underwriter of the funds, or any officer of such a person.
Within the last two completed fiscal years of the funds, no officer of any
investment adviser or principal underwriter of the funds or of any person
directly or indirectly controlling, controlled by or under common control with
the investment adviser or principal underwriter of the funds, has served as a
director on a board of a company where any of the Independent Trustees or
nominees of the funds, or immediate family members of such persons, has served
as an officer.
Legal Proceedings
There are no material pending legal proceedings to which any trustee or
affiliated person is a party adverse to the funds or any of its affiliated
persons or has a material interest adverse to the funds or any of its
affiliated persons. In addition, there have been no legal proceedings that are
material to an evaluation of the ability or integrity of any trustee or
executive officer of the funds within the past five years.
PROPOSAL 2
RATIFICATION OF SELECTION OF THE INDEPENDENT PUBLIC ACCOUNTANTS
(Common Shares and Preferred Shares of Each Fund)
The Trustees of each fund, including a majority of each fund's Independent
Trustees, have selected PricewaterhouseCoopers LLP ("PricewaterhouseCoopers")
to act as independent public accountants for each fund's fiscal year ending
December 31, 2004. PricewaterhouseCoopers has served as independent accountants
to each fund since January 1, 2003. Ernst & Young LLP audited the Funds
financial statements for years ended on or before December 31, 2002.
The following table sets forth the aggregate fees billed by the
independent accountants for each fund's 2003 and 2002 fiscal years for
professional services rendered for: (i) the audit of the fund's annual
financial statements and the review of financial statements included in the
fund's reports to stockholders; (ii) assurance and related services that are
reasonably related to the audit of the Fund's financial statements, (iii) tax
compliance, tax advice or tax planning and (iv) all services other than (i),
(ii) and (iii). The table also discloses the aggregate fees paid during the
2002 and 2003 fiscal years to the Funds, independent accountants by John
Hancock Advisers, LLC and any entity controlling, controlled by or under common
control with, John Hancock Advisers, LLC to the extent that the engagement
relates directly to the operations and financial reporting of registered
investment companies (the "Adviser and Adviser Affiliates").
Audit-related
Audit fees fees Tax fees All other fees
--------------------- ------------- ------------------- ------------------
2002 2003 2002 2003 2002 2003 2002 2003
---------- ---------- ------ ------ --------- --------- ------ -----------
Investors $31,500 $41,000 $0 $0 $3,500 $4,000 $0 $160,000
Income Securities $31,500 $41,000 $0 $0 $3,500 $4,000 $0 $160,000
The Adviser and Adviser Affiliates $ 0 $ 0 $0 $0 $ 0 $ 0 $0 $ 0
The Fund's Audit Committee has adopted procedures to pre-approve audit and
non-audit services for the Funds and the Adviser and Adviser Affiliates. These
procedures identify certain types of audit and non-audit services that are
anticipated to be provided by PricewaterhouseCoopers during a calendar year
and, provided the
11
services are within the scope and value standards set forth in the procedures,
pre-approve those engagements. The scope and value criteria are reviewed
annually. These procedures require both audit and non-audit sources to be
approved by the Audit Committee prior to PricewaterhouseCoopers being engaged.
In recommending PricewaterhouseCoopers as the Funds' independent accountants,
the Audit Committee has considered the compensation provided to
PricewaterhouseCoopers for audit and non-audit services to the Adviser and
Adviser Affiliates and has determined that such compensation is not
incompatible with maintaining PricewaterhouseCooper's independence. The
aggregate amount of non-audit fees paid to PricewaterhouseCooper's by the
Funds, the Adviser and an Advisor Affiliate that provide services to the Funds,
which includes amounts described above, was $234,000 for the fiscal year ending
December 31, 2003.
PricewaterhouseCoopers has advised the funds that it has no direct or
indirect financial interest in either fund. This selection is subject to the
approval of the shareholders of the respective funds at the meetings. The
enclosed proxy cards provide space for instructions directing the proxies named
on the card to vote for, against, or abstain from, ratifying that selection. A
representative of PricewaterhouseCoopers 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 shareholders ratify the selection of
PricewaterhouseCoopers as independent public accountants of the funds.
Vote Required to Ratify the Selection of Independent Public Accountants
The approval of a "majority" (as described below) of the Common Shares and
the Preferred Shares, voting as a single class, of each fund is required to
ratify the selection of PricewaterhouseCoopers LLP as such fund's independent
public accountants for that fund's 2004 fiscal year.
MISCELLANEOUS
Voting; Quorum; Adjournment
The following vote is required to approve each respective proposal:
Proposal Vote Required
----------------------------------------------------------------------------------------------------------------
Election of Trustees For each class, a plurality of all votes cast, assuming a quorum exists.*
(Proposal 1) A "plurality" means that the ten nominees up for election by the Common
Shares or Preferred Shares and receiving the greatest number of votes of
the Common Shares or Preferred Shares, as the case may be, will be
elected as trustees, regardless of the number of votes cast.
Common and Preferred Classes vote separately on this proposal.
Ratification of Public Accountants The affirmative vote of more than 50% of the votes cast, assuming a
(Proposal 2) quorum exists.*
Common and Preferred Classes vote together as a single class on this
proposal.
* In order for a "quorum" to exist, a majority of the shares outstanding and
entitled to vote must be present at the meeting, either in person or by
proxy, determined in accordance with the table below.
12
Proposals 1 and 2 in this proxy statement are considered routine matters
on which brokers holding shares in "street name" may vote without instruction
under the rules of the New York Stock Exchange. While, as noted above, both of
the proposals in this proxy statement are routine, for non-routine proposals,
brokers that are member organizations of the New York Stock Exchange may vote
Preferred Shares for which they have not received instructions in proportion to
the shares for which they have received instructions. Proportionate voting of
Preferred Shares may occur on a non-routine proposal only if: (i) at least 30%
of the Preferred Shares of the fund outstanding and entitled to vote have been
voted; (ii) less than 10% of such Preferred Shares voted against the proposal;
(iii) the shareholders of the Common Shares of the fund have approved the
proposal (except with respect to plurality votes); and (iv) a majority of the
Independent Trustees of the fund have approved the proposal.
The following table summarizes how the quorum and voting requirements are
determined.
Shares Quorum Voting
----------------------------------------------------------------------------------------------------------------
In General All shares "present" in person or by Shares present in person will be voted
proxy are counted in determining in person by the shareholder at the
whether a quorum exists. meeting. Shares present by proxy will be
voted by the proxyholder in accordance
with instructions specified in the proxy.
Broker Non-Vote Considered "present" at meeting. Not voted. Same effect as a vote
"against" a proposal.
Proxy with No Voting Considered "present" for determining Will be voted "for" the proposal by the
Instruction (other than whether a quorum exists. proxyholder.
Broker Non-Vote)
Vote to Abstain Considered "present" for determining Disregarded. Because abstentions are not
whether a quorum exists. votes "cast," abstentions will have no
effect on whether a proposal is
approved.
Proportionately Voted Considered "present" for determining Voted in proportion to Preferred Shares
Preferred Shares with whether a quorum exists for which the broker received
No Voting Instruction instructions.
If a quorum is not present, the persons named as proxies may vote their
proxies to adjourn the meeting to a later date. If a quorum is present, but
there are insufficient votes to approve any proposal, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitation. Shareholder action may be taken on one or more proposal prior to
such adjournment. Proxies instructing a vote for a proposal will be voted in
favor of an adjournment with respect to that proposal, and proxies instructing
a vote against a proposal will be voted against an adjournment with respect to
that proposal.
Expenses and Methods of Solicitation
The costs of the meetings, including the solicitation of proxies, will be
paid by the respective funds. Persons holding shares as nominees will be
reimbursed by the relevant fund, upon request, for their reasonable expenses in
sending soliciting material to the principals of the accounts. In addition to
the solicitation of proxies by mail, Trustees, officers and employees of the
funds or of the funds' investment adviser may solicit proxies in person or by
telephone. John Hancock Advisers, LLC, 101 Huntington Avenue, Boston,
Massachusetts 02199-7603 serves as each fund's investment adviser and
administrator. Mellon Investor Services LLC has been retained to assist in the
solicitation of proxies at a cost of approximately $4,000 for each fund, plus
reasonable expenses.
13
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the funds
may also arrange to have votes recorded by telephone by officers and employees
of the funds or by the personnel of the adviser or the transfer agent or
solicitor. The telephone voting procedure is designed to verify a shareholder's
identity, to allow a shareholder to authorize the voting of shares in
accordance with the shareholder's instructions and to confirm that the voting
instructions have been properly recorded. If these procedures were subject to a
successful legal challenge, the telephone votes would not be counted at the
meeting. The funds have not obtained an opinion of counsel about telephone
voting, but it is currently not aware of any challenge.
o A shareholder will be called on a recorded line at the telephone number
in the funds' account records and will be asked to provide the
shareholder's social security number or other identifying information.
o The shareholder will then be given an opportunity to authorize proxies to
vote his or her shares at the meeting in accordance with the shareholder's
instructions.
o To ensure that the shareholder's instructions have been recorded
correctly, the shareholder will also receive a confirmation of the voting
instructions by mail.
o A toll-free number will be available in case the voting information
contained in the confirmation is incorrect.
If the shareholder decides after voting by telephone to attend the
meeting, the shareholder can revoke the proxy at that time and vote the shares
at the meeting.
Other Matters
The management of the funds knows of no business to be brought before the
annual meetings except as described above. If, however, any other matters were
properly to come before the annual meetings, the persons named on the proxy
card intend to vote on those matters in accordance with their best judgment. If
any shareholder desires additional information about the matters proposed for
action, the management of the funds will provide further information.
The meeting is scheduled as a joint meeting of the shareholders of both
funds because the shareholders of the funds are generally 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 outcome of voting
by shareholders of the other fund.
14
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at a fund's annual meeting
in 2005 must be received by that fund at its offices at 101 Huntington Avenue,
Boston, Massachusetts, after September 30, 2004, but no later than October 29,
2004, for inclusion in that fund's proxy statement and form of proxy relating
to that meeting (subject to certain exceptions).
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
JOHN HANCOCK INVESTORS TRUST
JOHN HANCOCK INCOME SECURITIES TRUST
Dated: January 30, 2004
15
EXHIBIT A
JOHN HANCOCK FUNDS
AUDIT COMMITTEE CHARTER
A. Composition. The Audit Committee shall be composed exclusively of
Independent Trustees who are designated for membership from time to time by the
Administration Committee. The Audit Committee shall be composed of at least
three Independent Trustees who are free of any relationship that, in the
opinion of the Administration Committee, may interfere with such member's
individual exercise of independent judgment and are otherwise independent under
any applicable rule or listing requirement. Each Audit Committee member shall
also meet the independence and financial literacy requirements for serving on
audit committees, and at least one member shall have accounting or related
financial management expertise, all as set forth in applicable rules or listing
requirements.
B. Overview. The Audit Committee's job is one of oversight. The Audit
Committee shall discharge its responsibilities, and shall access the
information provided by the funds' management and independent auditors, in
accordance with its business judgment. Management is responsible for the
preparation of the fund's financial statements and the independent auditors are
responsible for auditing those financial statements. The Audit Committee and
the Board of Trustees recognize that management (including the internal audit
staff) and the independent auditors have more experience, expertise, resources
and time, and more detailed knowledge and information regarding a fund's
accounting, auditing, internal control and financial reporting practices than
the Audit Committee does. Accordingly, the Audit Committee's oversight role
does not provide any expert or special assurance as to the financial statements
and other financial information provided by a fund to its shareholders and
others. The independent auditors are responsible for auditing the Company's
financial statements and for reviewing the Company's unaudited interim
financial statements. The authority and responsibilities set forth in this
Charter do not reflect or create any duty or obligation of the Audit Committee
to plan or conduct any audit, to determine or certify that any fund's financial
statements are complete, accurate, fairly presented, or in accordance with
generally accepted accounting principles or applicable law, or to guarantee any
independent auditor's report.
C. Oversight. The independent auditors shall report directly to the Audit
Committee, and the Audit Committee shall be directly responsible for oversight
of the work of the independent auditors, including resolution of disagreements
between any fund's management and the independent auditors regarding financial
reporting.
D. Specific Responsibilities. The Audit Committee shall have the following
duties and powers, to be exercised at such times and in such manner as the
Committee shall deem necessary or appropriate:
1. To oversee the funds' auditing and accounting process.
2. To approve, and recommend to the full Board of Trustees for its
ratification and approval in accord with applicable law, the selection
and appointment of an independent auditor for each fund prior to the
engagement of such independent auditor.
3. To pre-approve all audit and non-audit services provided to each fund by
its independent auditor, directly or by establishing pre-approval
policies and procedures pursuant to which such services may be rendered,
provided however, that any such policies and procedures are detailed as
to particular services, the Audit Committee is informed of each service,
and any such policies and procedures do not include the delegation of
the Audit Committee's responsibilities under the Securities Exchange Act
of 1934 or applicable rules or listing requirements.
16
4. To pre-approve all non-audit services provided by a Fund's independent
auditor to the Fund's investment adviser and any entity controlling,
controlled by, or under common control with the investment adviser that
provides ongoing services to the Fund, if the engagement relates
directly to the operations and financial reporting of the Fund.
5. To monitor the independent auditor of each fund throughout the
engagement to attempt to identify: conflicts of interest between
management and the independent auditor as a result of employment
relationships; the provision of prohibited non-audit services to a fund
by its independent auditor; violations of audit partner rotation
requirements; and prohibited independent auditor compensation
arrangements whereby individuals employed by the auditor are compensated
based on selling non-audit services to the fund.
6. To meet with independent auditors, management's internal auditors, and
the funds' senior management to review the form and substance of the
funds' financial statements and reports.
7. To receive and consider reports on the audit functions of the
independent auditors and the extent and quality of their auditing
programs.
8. To oversee the adoption and implementation of any codes of ethics
required under applicable law.
9. To assess each independent auditor's independence at least annually. In
connection with this assessment, the Audit Committee shall obtain and
review a report by the independent auditor describing all relationships
between the independent auditor and each fund, including the disclosures
required by any applicable Independence Standards Board Standard No. 1.
The Audit Committee shall engage in an active dialogue with each
independent auditor concerning any disclosed relationships or services
that might impact the objectivity and independence of the auditor.
10. To review and determine appropriate responses to any problems that may
be reported to it arising out of a fund's accounting, auditing or
financial reporting functions, and to receive and consider reports on
critical accounting policies and practices and alternative treatments
discussed with management.
11. To review, determine the appropriateness of and approve the auditing and
other fees charged by the external auditing firms. The Audit Committee
shall be empowered to cause the funds to pay the compensation of the
independent auditors.
12. To review the procedures for allocating fund brokerage, the allocation
of trades among various accounts under management and the fees and other
charges for fund brokerage.
13. To receive and consider reports from the independent auditors regarding
reviews of the operating and internal control structure of custodian
banks and transfer agents, including procedures to safeguard fund
assets.
14. To monitor securities pricing procedures and review their implementation
with management, management's internal auditors, independent auditors
and others as may be required.
15. To establish and monitor, or cause to be established and monitored,
procedures for the receipt, retention, and treatment of complaints
received by a listed fund regarding accounting, internal accounting
controls, or auditing matters, and the confidential, anonymous
submission by employees of a listed fund regarding questionable
accounting or auditing matters, as and when required by applicable rules
or listing requirements.
17
16. To review and discuss with each fund's management and independent
auditor the funds' audited financial statements and the matters about
which Statement on Auditing Standards No. 61 (Codification of Statements
on Auditing Standards, AU [sec]380) requires discussion.
17. To consider, where required, whether it will recommend to the Board of
Trustees of each fund that the fund's audited financial statements be
included in the Company's annual report to shareholders.
18. To provide, where required, an annual committee report for inclusion in
the proxy statement of each fund relating to any meeting of
stockholders.
E. Subcommittees. The Audit Committee may, to the extent permitted by
applicable law, form and delegate authority to one or more subcommittees
(including a subcommittee consisting of a single member), as it deems
appropriate from time to time under the circumstances. Any decision of a
subcommittee to preapprove audit or non-audit services shall be presented to
the full Audit Committee at its next meeting.
F. Additional Responsibilities. The Committee shall serve as the
"qualified legal compliance committee" (as such term is defined in 17 CFR Part
205)("QLCC"), the duties of which are listed on Attachment 1 to this Charter;
and shall also perform other tasks assigned to it from time to time by the
Administration Committee or the full Board, and will report findings and
recommendations to the Administration Committee or the full Board, as
appropriate.
G. Governance. One member of the Committee shall be appointed as chair.
The chair shall be responsible for leadership of the Committee, including
scheduling meetings or reviewing and approving the schedule for them, preparing
agendas or reviewing and approving them before meetings, presiding over
meetings, and making reports to the Administration Committee or the full Board,
as appropriate. The designation of a person as an "audit committee financial
expert", within the meaning of the rules under Section 407 of the
Sarbanes-Oxley Act of 2002, shall not impose any greater responsibility or
liability on that person than the responsibility and liability imposed on such
person as a member of the Committee, nor shall it decrease the duties and
obligations of other Committee members or the Board.
H. Miscellaneous. The Committee shall meet as often as it deems
appropriate, with or without management, as circumstances require. The
Committee shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to retain special counsel and other
advisers, experts or consultants, at the funds' expense, as it determines
necessary to carry out its duties. The Committee shall have direct access to
such officers of and service providers to the funds as it deems desirable.
I. Review. The Committee shall review this Charter at least annually and
shall recommend such changes to the Administration Committee or the full Board
as it deems desirable.
18
Attachment 1
QUALIFIED LEGAL COMPLIANCE COMMITTEE ("QLCC")
DUTIES AND RESPONSIBILITIES
> HK The QLCC shall adopt written procedures for the confidential receipt,
retention, and consideration of any report of evidence of a material
violation.
> HK The QLCC has the authority and responsibility, once a report of
evidence of a material violation by a Fund, its officers, directors,
employees or agents has been received by the QLCC:
(i) to inform the CLO and CEO of such report (except in the case where
the reporting attorney reasonably believes that it would be futile
to report evidence of a material violation to the CLO and CEO, and
has informed the QLCC of such belief); and
(ii) to determine whether an investigation is necessary or appropriate,
and, if it determines an investigation is necessary or appropriate,
to:
(A) notify the full board of directors;
(B) initiate an investigation, which may be conducted either by
the CLO or by outside attorneys; and
(C) retain such additional expert personnel as the QLCC deems
necessary;
and, at the conclusion of such investigation, to:
(A) recommend, by majority vote, that the Fund implement an
appropriate response to evidence of a material violation; and
(B) inform the CLO and the CEO and the Board of Trustees of the
results of any such investigation and the appropriate remedial
measures.
(iii) by majority vote, to take all other appropriate action, including
notifying the U.S. Securities and Exchange Commission in the event
that the Fund fails in any material respect to implement an
appropriate response that the QLCC has recommended.
19
Attachment 2
AUDIT COMMITTEE REPORT
The information contained in this report shall not be deemed to be
"soliciting material" or "filed" or incorporated by reference in future filings
with the SEC, or subject to the liabilities of Section 18 of the Securities
Exchange Act of 1934, except to the extent that we specifically incorporate it
by reference into a document filed under the Securities Act of 1933 or the
Securities Exchange Act of 1934.
The Audit Committee has reviewed and discussed with the Funds' management
and PricewaterhouseCoopers LLP the audited financial statements of the Funds
contained in the Annual Reports on Form N-CSR for the 2003 fiscal year. The
Audit Committee has also discussed with PricewaterhouseCoopers LLP the matters
required to be discussed pursuant to SAS No. 61 (Codification of Statements on
Auditing Standards, AU Section 380), which includes, amount other items,
matters related to the conduct of the audit of the Funds' financial statements.
The Audit Committee has received and reviewed the written disclosures and
the letter from PricewaterhouseCoopers LLP required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), and has
discussed with PricewaterhouseCoopers LLP its independence from the Funds.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Trustees that the audited financial statements be
included in each Fund's Annual Report on Form N-CSR for filing with the
Securities and Exchange Commission.
Submitted by the Audit Committee
John A. Moore, Chairman
Patti McGill Peterson
William F. Glavin
20
EXHIBIT B
JOHN HANCOCK FUNDS
ADMINISTRATION COMMITTEE CHARTER
A. Composition. The Administration Committee shall be composed of all of the
Independent Trustees.
B. Overview. The overall charter of the Administration Committee is: (i) to
review and comment on complex-wide matters to facilitate uniformity among the
funds; (ii) to select and nominate Independent Trustees to be added to the
Board; (iii) to oversee liaison between management and the Independent Trustees;
(iv) to review the performance of the Independent Trustees as appropriate; (v)
to review matters relating to the Independent Trustees, such as compensation,
retirement arrangements, Committee assignments and the like; (vi) to consider
matters of general corporate governance applicable to the Independent Trustees,
and (vii) when appropriate, to oversee the assignment of tasks to other
Committees.
C. Specific Responsibilities. The Administration Committee shall have the
following duties and powers, to be exercised at such times and in such manner as
the Committee shall deem necessary or appropriate:
1. To consider the allocation of activities among the various Committees and
the full Board, to suggest to the Committees the degree of detail in their
reports to the full Board, and to establish membership and rotation
policies for Committees.
2. To consider the number of funds under supervision by the Independent
Trustees and the ability of the Independent Trustees to discharge
successfully their fiduciary duties and to pursue self-education in mutual
fund matters.
3. To propose the amount of compensation to be paid by the funds to the
Independent Trustees and to address compensation-related matters, such as
expense reimbursement policies.
4. To evaluate, from time to time, the time, energy, expertise, knowledge,
judgment and personal skills which Independent Trustees brings to the
Board and to consider retirement policies for the Independent Trustees.
5. To select and nominate any new Independent Trustees as needed and, in that
connection, to solicit nominees for Independent Trustees, to conduct
personal interviews and other investigation of nominees as appropriate and
desired, considering nominees who possess leadership, business judgement
and management experience which will be useful in service to the fund and
its shareholders and who have adequate time to devote to their duties.
6. To participate in the development of agendas for Board and Committee
meetings.
7. To consider, evaluate and make recommendations regarding the type and
amount of fidelity bond, and director and officer and/or errors and
omission insurance coverage, for the funds, the Board and the Independent
Trustees, as applicable.
8. To consider, evaluate and make recommendations and necessary findings
regarding independent legal counsel and any other advisers, experts or
consultants, that may be engaged from time to time, other than as may be
engaged directly by another Committee.
9. To evaluate feedback from shareholders as appropriate.
21
D. Additional Responsibilities. The Committee will also perform other tasks
assigned to it from time to time by full Board, and will report findings and
recommendations to the full Board, as appropriate.
E. Governance. One member of the Committee shall be appointed as chair. The
chair shall be responsible for leadership of the Committee, including scheduling
meetings or reviewing and approving the schedule for them, preparing agendas or
reviewing and approving them before meetings, presiding over meetings, and
making reports to the full Board, as appropriate.
F. Miscellaneous. The Committee shall meet as often as it deems appropriate,
with or without management, as circumstances require. The Committee shall have
the resources and authority appropriate to discharge its responsibilities,
including the authority to retain special counsel and other advisers, experts or
consultants, at the funds' expense, as it determines necessary to carry out its
duties. The Committee shall have direct access to such officers of and service
providers to the funds as it deems desirable.
G. Review. The Committee shall review this Charter periodically and recommend
such changes to the full Board as it deems desirable.
22
P R O X Y
JOHN HANCOCK INCOME SECURITIES TRUST
The undersigned holder of Auction Preferred Shares of beneficial interest
("Preferred Shares") of John Hancock Income Securities Trust hereby constitutes
and appoints Maureen Ford Goldfarb, William H. King and Susan S. Newton, and
each of them singly, proxies and attorneys of the undersigned, with full power
of substitution to each, for and in the name of the undersigned, to vote and act
upon all matters at the Annual Meeting of Shareholders of the Trust to be held
on Thursday, March 18, 2004 at the offices of the Trust, 101 Huntington Avenue,
Boston, Massachusetts, at 9:00 a.m., Eastern time, and at any and all
adjournments thereof, in respect to all Preferred Shares of the Trust held by
the undersigned or in respect of which the undersigned would be entitled to vote
or act, with all the powers the undersigned would possess if personally present.
All proxies previously given by the undersigned in respect of said meeting are
hereby revoked.
1: To elect the following nominees to serve as Trustees of the Fund
For Withhold
John M. DeCiccio o o
John A. Moore o o
2: To ratify the selection of PricewaterhouseCoopers LLP as independent public
accountants.
o FOR o AGAINST o ABSTAIN
Specify your vote by check marks in the appropriate space. This proxy will
be voted as specified. If no specification is made, the proxy will be voted for
the nominees named in the proxy statement and in favor of proposal 2. The
persons named as proxies have discretionary authority, which they intend to
exercise in favor of the proposals referred to and according to their best
judgment as to the other matters which properly come before the meeting.
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE AS
SOON AS POSSIBLE. PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR IN THE BOX ON
THE LEFT. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
Date___________________________________________________________________, 2004
----------------------------------
Signature(s) of Shareholder(s)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
JOHN HANCOCK INCOME SECURITIES TRUST
Annual Meeting of Shareholders
March 18, 2004
The undersigned holder of common shares of beneficial interest of John Hancock
Income Securities Trust hereby appoints MAUREEN FORD GOLDFARB, WILLIAM H. KING
and SUSAN S. NEWTON, and each of them singly, proxies and attorneys of the
undersigned, with full power of substitution to each, for and in the name of the
undersigned, to vote and act upon all matters at the Annual Meeting of
Shareholders of the Fund to be held on Thursday, March 18, 2004 at the offices
of the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 a.m., Eastern
time, and at any and all adjournments thereof, in respect of all common shares
of the Fund held by the undersigned or in respect of which the undersigned would
be entitled to vote or act, with all powers the undersigned would possess if
personally present. All proxies previously given by the undersigned in respect
of said meeting are hereby revoked.
--------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------
Please complete, sign, date and return this proxy in the enclosed envelope as
soon as possible. Please sign exactly as your name or names appear in the box on
the reverse. When signing as Attorney, Executor, Administrator, Trustee or
Guardian, please give your full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
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Address Change/Comments (Mark the corresponding box on the reverse side)
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[ ] Please Mark Here for Address Change or Comments SEE REVERSE SIDE
1. Election of Trustees:
(01) D. Aronowitz, (05) W. Glavin,
(02) R. Chapman, Jr., (06) P. McGill Peterson,
(03) W. Cosgrove, (07) J. Pratt,
(04) R. Farrell, (08) M. Ford Goldfarb
FOR WITHHOLD
ALL [ ] FROM ALL [ ]
NOMINEES NOMINEES
[ ] _______________________________________
For all nominees except as noted above
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JOHN HANCOCK INCOME SECURITIES TRUST
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THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
2. To ratify the selection of For Against Abstain
PricewaterhouseCoopers LLP as
Independent public accountants. [ ] [ ] [ ]
Specify your vote by marking the appropriate spaces. If no specification is
made, this proxy will be voted for the nominees named in the proxy statement and
in favor of proposal 2. The persons named as proxies have discretionary
authority, which they intend to exercise in favor of the proposals referred to
and according to their best judgment as to the other matters which may properly
come before the meeting.
Please be sure to sign and date this Proxy.
Signature: ___________ Date: ___________ Signature: ___________ Date: _________