def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. ______)
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under §240.14a-12 |
JOHN HANCOCK INVESTORS TRUST
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
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Fee paid previously with preliminary materials: |
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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November 30, 2010
John Hancock
Investors Trust
John Hancock Income Securities Trust
Dear Shareholder:
As a shareholder in one or both of the funds listed above, you
are cordially invited to attend the annual shareholder meeting
on Friday, January 21, 2011, at
2:00 p.m.,
Eastern Time, to be held at the offices of John Hancock
Funds, 601 Congress Street, Boston, Massachusetts 02210.
Elect
your funds Board of Trustees
The enclosed proxy statement includes a proposal to elect eleven
Trustees to serve until their respective successors are elected
and qualified. Each of the nominees currently serves as a John
Hancock Fund Trustee, and nine of the eleven nominees are
independent of John Hancock management, including Patti McGill
Peterson, the Chairperson of the Board. Your proxy statement
includes a brief description of each nominees background.
Your vote
is important!
I encourage you to exercise your rights as a shareholder by
reviewing the enclosed proxy statement and then voting your
shares either through the Internet, by telephone or by mail. If
you choose to vote by mail, please complete the enclosed proxy
ballot form, sign it and mail it to us immediately in the
enclosed postage-paid return envelope. Your prompt response will
help avoid the cost of additional mailings at your funds
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/ Keith F. Hartstein
Keith F. Hartstein
President and Chief Executive Officer
JOHN
HANCOCK INVESTORS TRUST
JOHN HANCOCK INCOME SECURITIES TRUST
601 Congress Street, Boston, Massachusetts 02210
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 21, 2011
This is the formal agenda for your funds shareholder
meeting. It tells you what matters will be voted on and the time
and place of the meeting, should you want to attend in
person.
To the shareholders of the funds listed above:
A shareholder meeting for each fund will be held at 601 Congress
Street, Boston, Massachusetts 02210, on Friday, January 21,
2011, at
2:00 p.m.,
Eastern Time, for the following purposes:
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To elect eleven (11) Trustees to serve until their
respective successors have been duly elected and qualified.
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(2)
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To transact such other business as may properly come before the
meeting or any adjournment of the meeting.
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Your
Trustees recommend that you vote in favor of the
proposal.
Shareholders of record of each fund as of the close of business
on November 8, 2010 are entitled to notice of, and to vote
at, the funds annual meeting and at any adjournment
thereof. The proxy statement and proxy card are being mailed to
shareholders on or about November 30, 2010.
Whether or not you expect to attend the meeting, please
complete and return the enclosed proxy card in the accompanying
envelope. No postage is necessary if mailed in the United
States.
Important
Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting to Be Held on January 21,
2011.
The proxy
statement is available at:
http://bnymellon.mobular.net/bnymellon/jhf2
By order of the Board of Trustees,
Thomas M. Kinzler
Secretary
November 30, 2010
JOHN
HANCOCK INVESTORS TRUST
JOHN HANCOCK INCOME SECURITIES TRUST
601 Congress Street, Boston, Massachusetts 02210
ANNUAL
MEETING OF SHAREHOLDERS
To Be Held on January 21, 2011
PROXY
STATEMENT
This proxy statement contains the information you should know
before voting on the proposal described in the notice.
Each fund will furnish, without charge, a copy of its
Annual Report
and/or
Semiannual Report to any shareholder upon request. If you would
like a copy of your funds report, please send a written
request to the attention of the fund at 601 Congress Street,
Boston, Massachusetts 02210 or call John Hancock Funds at
1-800-892-9552.
This proxy statement is being used in connection with the
solicitation of proxies by the Board of Trustees at the annual
meeting of each of John Hancock Investors Trust
(Investors) and John Hancock Income Securities Trust
(Income Securities). The meeting will be held at 601
Congress Street, Boston, Massachusetts, on Friday,
January 21, 2011, at
2:00 p.m.,
Eastern Time. Shareholders of each fund are being asked to vote
on the proposal to elect Trustees.
If you sign the enclosed proxy card and return it in time to be
voted at the meeting, your shares will be voted in accordance
with your instructions. Signed proxies with no instructions will
be voted FOR the proposal. If you wish to revoke your proxy, you
may do so before it is exercised at the meeting by filing a
written notice of revocation with the fund at 601 Congress
Street, Boston, Massachusetts 02210, by returning a signed proxy
with a later date before the meeting or, if attending the
meeting and voting in person, by notifying your funds
secretary (without complying with any formalities) at any time
before your proxy is voted.
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 the proposal.
Record
Ownership
The Trustees of each fund have fixed the close of business on
November 8, 2010 as the record date to determine which
shareholders are entitled to vote at the meeting. Shareholders
of each fund are entitled to one vote per share on all business
of the meeting or any adjournment of the meeting relating to
their fund. On the record date, the following number of shares
of beneficial interest of each fund were outstanding:
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Fund
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Shares
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Investors
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8,498,607
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Income Securities
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11,559,635
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To the best knowledge of Income Securities, SIT Investment
Associates, Inc., 3300 IDS Center, 80 South Eighth Street,
Minneapolis, Minnesota 55402, reported ownership of 5.53% of
Income Securities shares as of September 30, 2010.
This information may be different as of the record date.
1
PROPOSAL
ELECTION OF TRUSTEES
General
Each funds Board of Trustees consists of eleven members.
Holders of the shares of each fund are entitled to elect eleven
Trustees at this meeting. James F. Carlin, William H.
Cunningham, Deborah C. Jackson, Charles L. Ladner, Stanley
Martin, Patti McGill Peterson, Hugh McHaffie, John A. Moore,
Steven R. Pruchansky, Gregory A. Russo and John G. Vrysen have
been designated as subject to election by holders of the 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 such substitute nominee, if any, as the
funds Trustees may designate. The funds have no reason to
believe that it will be necessary to designate a substitute
nominee.
Proposal
For each fund, Ms. Jackson, Ms. McGill Peterson and
Messrs. Carlin, Cunningham, Ladner, Martin, McHaffie,
Moore, Pruchansky, Russo and Vrysen are the current nominees for
election by the shareholders.
Vote
Required for the Proposal
The vote of a plurality of the votes cast by the shares of a
fund is sufficient to elect the nominees to serve as Trustees of
that fund.
Each Board Recommends that Shareholders of Each Fund Vote
FOR Each of the Eleven Nominees in the Proposal.
Information
Concerning Nominees
The following table sets forth certain information regarding the
nominees for election to the Boards. The table also shows each
nominees principal occupation or employment and other
directorships during the past five years and the number of John
Hancock funds overseen by the current Trustees. There are
currently eleven Trustees of each fund, nine of whom are not
interested persons (as defined in the Investment
Company Act of 1940, as amended (the 1940 Act)) of
the funds (Independent Trustees). The address of
each nominee is 601 Congress Street, Boston, Massachusetts 02210.
NOMINEES
FOR ELECTION
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Number of
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Funds in
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Year
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John Hancock Fund
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Commenced
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Complex
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Name, (Year of Birth)
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Service as
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Principal Occupation(s) and
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Overseen by
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and Position with the Fund
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Trustee
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Other Directorships During the Past Five Years
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Trustee
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Independent Trustees
James F. Carlin
(1940)
Trustee
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2005
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Chief Executive Officer, Director and Treasurer, Alpha
Analytical Laboratories (environmental, chemical and
pharmaceutical analysis) (since 1985); Part Owner and Treasurer,
Lawrence Carlin Insurance Agency, Inc. (since 1995); Chairman
and Chief Executive Officer, Carlin Consolidated, Inc.
(management/investments) (since 1987).
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2
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Number of
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Funds in
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Year
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John Hancock Fund
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Commenced
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Complex
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Name, (Year of Birth)
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Service as
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Principal Occupation(s) and
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Overseen by
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and Position with the Fund
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Trustee
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Other Directorships During the Past Five Years
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Trustee
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William H. Cunningham
(1944)
Trustee
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2005
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Professor, University of Texas, Austin, Texas (since 1971);
former Chancellor, University of Texas System and former
President of the University of Texas, Austin, Texas; Director of
the following: LIN Television (since 2009); Lincoln National
Corporation (insurance) (Chairman since 2009 and Director since
2006); Resolute Energy Corporation (since 2009); Nanomedical
Systems, Inc. (biotechnology company) (Chairman since 2008);
Yorktown Technologies, LP (tropical fish) (Chairman since 2007);
Greater Austin Crime Commission (since 2001); Southwest Airlines
(since 2000); former Director of the following: Introgen
(manufacturer of biopharmaceuticals) (until 2008); Hicks
Acquisition Company I, Inc. (until 2007); Jefferson-Pilot
Corporation (diversified life insurance company) (until 2006);
and former Advisory Director, JP Morgan Chase Bank (formerly
Texas Commerce Bank Austin) (until 2009).
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Deborah C. Jackson
(1952)
Trustee
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2008
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Chief Executive Officer, American Red Cross of Massachusetts Bay
(since 2002); Board of Directors of Eastern Bank Corporation
(since 2001); Board of Directors of Eastern Bank Charitable
Foundation (since 2001); Board of Directors of American Student
Assistance Corporation (1996-2009); Board of Directors of Boston
Stock Exchange (2002 2008); Board of Directors of
Harvard Pilgrim Healthcare (health benefits company) (since
2007).
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Charles L. Ladner
(1938)
Trustee
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2004
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Chairman and Trustee, Dunwoody Village, Inc. (retirement
services) (since 2008); Director, Philadelphia Archdiocesan
Educational Fund (since 2009); Senior Vice President and Chief
Financial Officer, UGI Corporation (public utility holding
company) (retired 1998); Vice President and Director for
AmeriGas, Inc. (retired 1998); Director of AmeriGas Partners,
L.P. (gas distribution) (until 1997); Director, EnergyNorth,
Inc. (until 1995); Director, Parks and History Association
(Cooperating Association, National Park Service) (until 2005).
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Number of
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Funds in
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Year
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John Hancock Fund
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Commenced
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Complex
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Name, (Year of Birth)
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Service as
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Principal Occupation(s) and
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Overseen by
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and Position with the Fund
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Trustee
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Other Directorships During the Past Five Years
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Trustee
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Stanley Martin
(1947)
Trustee
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2008
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Senior Vice President/Audit Executive, Federal Home Loan
Mortgage Corporation (2004 2006); Executive Vice
President/Consultant, HSBC Bank USA (2000 2003);
Chief Financial Officer/Executive Vice President, Republic New
York Corporation & Republic National Bank of New York
(1998 2000); Partner, KPMG LLP (1971
1998).
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Patti McGill
Peterson(1)
(1943)
Trustee and
Chairperson
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1996
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Chairperson (since December 2008); Principal, PMP Globalinc
(consulting) (since 2007); Senior Associate, Institute for
Higher Education Policy (since 2007); Executive Director, CIES
(international education agency) (until 2007); Vice President,
Institute of International Education (until 2007); Senior
Fellow, Cornell University Institute of Public Affairs, Cornell
University (1997 1998); Former President, Wells
College, St. Lawrence University and the Association of Colleges
and Universities of the State of New York. Director of the
following: Niagara Mohawk Power Corporation (until 2003);
Security Mutual Life (insurance) (until 1997); ONBANK (until
1993). Trustee of the following: Board of Visitors, The
University of Wisconsin, Madison (since 2007); Ford Foundation,
International Fellowships Program (until 2007); UNCF,
International Development Partnerships (until 2005); Roth
Endowment (since 2002); Council for International Educational
Exchange (since 2003).
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John A. Moore
(1939)
Trustee
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1996
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President and Chief Executive Officer, Institute for Evaluating
Health Risks, (nonprofit institution) (until 2001); Senior
Scientist, Sciences International (health research) (until
2003); Former Assistant Administrator & Deputy
Administrator, Environmental Protection Agency; Principal,
Hollyhouse (consulting) (since 2000); Director, CIIT Center for
Health Science Research (nonprofit research) (until 2007).
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Number of
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Funds in
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Year
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John Hancock Fund
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Commenced
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Complex
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Name, (Year of Birth)
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Service as
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Principal Occupation(s) and
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Overseen by
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and Position with the Fund
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Trustee
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Other Directorships During the Past Five Years
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Trustee
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Steven R.
Pruchansky(1)
(1944)
Trustee and Vice
Chairman
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2005
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Chairman and Chief Executive Officer, Greenscapes of Southwest
Florida, Inc. (since 2000); Director and President, Greenscapes
of Southwest Florida, Inc. (until 2000); Member, Board of
Advisors, First American Bank (since 2008); Managing Director,
Jon James, LLC (real estate) (since 2000); Director, First
Signature Bank & Trust Company (until 1991); Director, Mast
Realty Trust (until 1994); President, Maxwell Building Corp.
(until 1991).
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Gregory A. Russo
(1949)
Trustee
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2008
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Vice Chairman, Risk & Regulatory Matters, KPMG LLP
(KPMG) (2002 2006); Vice Chairman,
Industrial Markets, KPMG (1998 2002).
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Non-Independent Trustees
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Hugh
McHaffie(2)
(1959)
Trustee
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2010
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Executive Vice President, John Hancock Financial Services (since
2006, including prior positions); President of John Hancock
Trust and John Hancock Funds II (since 2009); Trustee, John
Hancock retail
funds(3)
(since 2010); Chairman and Director, John Hancock Advisers, LLC,
John Hancock Investment Management Services, LLC and John
Hancock Funds, LLC (since 2010); Senior Vice President,
Individual Business Product Management, MetLife, Inc.
(1999 2006).
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John G.
Vrysen(2)
(1955)
Trustee
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2009
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Senior Vice President, John Hancock Financial Services (since
2006); Director, Executive Vice President and Chief Operating
Officer, John Hancock Advisers, LLC, John Hancock Investment
Management Services, LLC and John Hancock Funds, LLC (since
2005); Chief Operating Officer, John Hancock Funds II and
John Hancock Trust (since 2007); Chief Operating Officer, John
Hancock retail
funds(3)
(until 2009); Trustee, John Hancock retail funds (since
2009).
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Effective January 1, 2011, Steven R. Pruchansky will
succeed Patti McGill Peterson as the Chairperson of the Board. |
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Because Messrs. McHaffie and Vrysen are senior executives
or directors with the adviser and its affiliates, each of them
is considered an interested person (as defined in
the 1940 Act) of the funds. |
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John Hancock retail funds is comprised of the series
of John Hancock Funds III and 12 other investment
companies, as well as nine closed-end funds (including Investors
and Income Securities). |
Each Trustee holds office until his or her successor is elected
and qualified, or until the Trustees death, retirement,
resignation or removal.
5
Additional
Information About the Nominees
In addition to the description of each nominees Principal
Occupation(s) and Other Directorships set forth above, the
following provides further information about each nominees
specific experience, qualifications, attributes or skills. The
information in this section should not be understood to mean
that any of the nominees is an expert within the
meaning of the federal securities laws.
Although the Boards Nominating, Governance and
Administration Committee has general criteria that guides its
choice of candidates to serve on the Board (as discussed below
under Board Committees), there are no specific
required qualifications for Board membership. In considering
nominees, although this Committee does not have a formal policy
to consider diversity when identifying candidates for the
position of Independent Trustee, as a matter of practice, this
Committee considers the overall diversity of the Board with
respect to backgrounds, professional experience, education,
skill, and viewpoint. In addition, as part of its annual
self-evaluation, the Board has an opportunity to consider the
diversity of its members, including specifically whether the
Boards members have the right mix of characteristics,
experiences and skills. The results of the self-evaluation are
considered by the Nominating, Governance and Administration
Committee in its decision-making process with respect to
candidates for the position of Independent Trustee. The Board
believes that the different perspectives, viewpoints,
professional experience, education, and individual qualities of
each nominee represent a diversity of experiences and a variety
of complementary skills. Each nominee has experience as a
Trustee of each fund, as well as experience as a Trustee of
other John Hancock funds. It is the Trustees belief that
this allows the Board, as a whole, to oversee the business of
each fund in a manner consistent with the best interests of the
funds shareholders. When considering potential nominees to
fill vacancies on the Board, and as part of its annual
self-evaluation, the Board reviews the mix of skills and other
relevant experiences of the Trustees.
James F. Carlin As a senior officer of a
scientific testing laboratory, insurance companies and
management companies, Mr. Carlin has experience in the
management of operating and finance companies. He also has
experience as a board member of other entities.
William H. Cunningham Mr. Cunningham has
management and operational oversight experience as a former
Chancellor and President of a major university.
Mr. Cunningham has expertise in corporate governance as a
Professor of business ethics. He also has oversight and
corporate governance experience as a current and former director
of a number of operating companies, including an insurance
company.
Deborah C. Jackson Ms. Jackson has
management and operational oversight experience as the Chief
Executive Officer of a major charitable organization. She also
has oversight and corporate governance experience as a current
and former director of various corporate organizations,
including a bank, an insurance company and a regional stock
exchange, and nonprofit entities.
Charles L. Ladner Mr. Ladner has
management and financial experience as a senior executive of a
retirement services company and as a former senior executive of
public utility companies, including service in the role of Chief
Financial Officer. He also has oversight and corporate
governance experience as a current and former director of
various corporate and nonprofit entities.
Stanley Martin As a certified public
accountant and former partner in a major independent certified
public accounting firm, Mr. Martin has accounting and
executive experience. Mr. Martin also has experience as a
former senior officer of a federal government-sponsored entity
and of two major banks.
Hugh McHaffie Through his positions as a
senior executive of Manulifes U.S. Wealth Management
division, his prior position as a senior executive of MetLife,
and membership in the Society of Actuaries and American Academy
of Actuaries, Mr. McHaffie has experience in the
development and management of registered investment companies,
variable annuities and retirement products, enabling him to
provide management input to the Board.
Patti McGill Peterson Ms. McGill
Peterson has planning and management advisory experience as
principal of a consulting firm. She also has management and
operational oversight experience as a former college and
university President. She also has oversight and corporate
governance experience as a current and
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former director of various corporate organizations, including a
bank and an insurance company, and nonprofit entities.
Ms. McGill Peterson, an Independent Trustee, serves as the
Boards Chairperson.
John A. Moore Dr. Moore has management
and operational oversight experience from his current and former
positions as a senior executive of scientific research
organizations and as a senior administrator of the Environmental
Protection Agency. He also has oversight and corporate
governance experience as a director of a scientific research
organization.
Steven R. Pruchansky Mr. Pruchansky has
entrepreneurial, executive and financial experience as a chief
executive officer of an operating services company and a current
and former director of real estate and banking companies.
Gregory A. Russo As a certified public
accountant and former partner in a major independent registered
public accounting firm, Mr. Russo has accounting and
executive experience.
John G. Vrysen Through his positions as
Director, Executive Vice President and Chief Operating Officer
of the adviser, position as a senior executive of MFC, the
advisers parent company, positions with other affiliates
of the adviser, and current and former memberships in the
Society of Actuaries, Canadian Institute of Actuaries and
American Academy of Actuaries, Mr. Vrysen has experience in
the development and management of registered investment
companies, variable annuities and retirement products, enabling
him to provide management input to the Board.
Duties of
Trustees; Board Meetings and Board Committees
Each fund is organized as a Massachusetts business trust. Under
the funds Declarations of Trust, the Trustees are
responsible for managing the affairs of the funds, including the
appointment of advisers and subadvisers. Each Trustee has the
experience, skills, attributes or qualifications described above
(see Principal Occupation(s) and Other Directorships
and Additional Information About the Nominees
above). The Board appoints officers who assist in managing the
day-to-day
affairs of the funds. Each Board met seven times during the
latest fiscal year. With respect to each fund, no Trustee
attended fewer than 75% of the aggregate of: (1) the total
number of Board meetings; and (2) the total number of
meetings held by all committees on which he or she served. The
funds hold joint meetings of the Trustees and all committees.
The Board has appointed an Independent Trustee as Chairperson.
The Chairperson presides at meetings of the Trustees and may
call meetings of the Board and any Board committee whenever she
deems it necessary. The Chairperson participates in the
preparation of the agenda for meetings of the Board and the
identification of information to be presented to the Board with
respect to matters to be acted upon by the Board. The
Chairperson also acts as a liaison with the funds
management, officers, attorneys, and other Trustees generally
between meetings. The Chairperson may perform such other
functions as may be requested by the Board from time to time.
The Board has also designated a Vice Chairperson to serve in the
absence of the Chairperson, who also serves as Chairman of the
Boards Nominating, Governance and Administration
Committee. Except for any duties specified pursuant to each
Trusts Declaration of Trust or By-laws, or as assigned by
the Board, the designation of a Trustee as Chairperson or Vice
Chairperson does not impose on that Trustee any duties,
obligations or liability that are greater than the duties,
obligations or liability imposed on any other Trustee,
generally. The Board has designated a number of standing
committees as further described below, each of which has a
Chairman. The Board also designates working groups or ad hoc
committees as it deems appropriate.
The Board believes that this leadership structure is appropriate
because it allows the Board to exercise informed and independent
judgment over matters under its purview, and it allocates areas
of responsibility among committees or working groups of Trustees
and the full Board in a manner that enhances effective
oversight. The Board considers leadership by an Independent
Trustee as Chairperson to be integral to promoting effective
independent oversight of the funds operations and
meaningful representation of the shareholders interests,
given the amount of assets that these funds represent. The Board
also believes that having a super-majority of Independent
Trustees is appropriate and in the best interest of the
funds shareholders. Nevertheless, the Board also believes
that having interested persons serve on the Board brings
7
corporate and financial viewpoints that are, in the Boards
view, helpful elements in its decision-making process. In
addition, the Board believes that Mr. McHaffie and
Mr. Vrysen, each of whom is a senior executive of the
adviser, Manulife Financial (the advisers parent company),
and of other affiliates of the adviser, provide the Board with
the advisers perspective in managing and sponsoring the
funds. The leadership structure of the Board may be changed, at
any time and in the discretion of the Board, including in
response to changes in circumstances or the characteristics of
each fund.
Board
Committees
Each Board has five standing committees: the Audit
Committee; the Compliance Committee; the Nominating, Governance
and Administration Committee; Investment Performance Committee A
and the Contracts/Operations Committee.
The current membership of each committee is set forth below. As
Chairperson of the Board, Ms. McGill Peterson is considered
an ex officio member of each committee and, therefore, is
able to attend and participate in any committee meeting, as
appropriate.
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominating,
|
|
|
|
|
|
|
|
|
Governance and
|
|
Investment
|
|
|
Audit
|
|
Compliance
|
|
Administration
|
|
Performance A
|
|
Contracts/Operations
|
|
|
Ms. Jackson
|
|
Mr. Carlin
|
|
All Independent
|
|
Ms. Jackson
|
|
Mr. Cunningham
|
Mr. Martin
|
|
Mr. Russo
|
|
Trustees
|
|
Mr. Ladner
|
|
Mr. Ladner
|
Mr. Pruchansky
|
|
|
|
|
|
Mr. Martin
|
|
Dr. Moore
|
|
|
|
|
|
|
Mr. Pruchansky
|
|
|
|
|
|
|
|
|
Mr. Vrysen
|
|
|
Audit Committee. All of the members of this
Committee are independent, 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 Committee. This Committee recommends to the full Board
independent registered public accounting firms for each fund,
oversees the work of the independent registered public
accounting firm in connection with each funds audit,
communicates with the independent registered public accounting
firm on a regular basis and provides a forum for the independent
registered public accounting firm to report and discuss any
matters it deems appropriate at any time. Mr. Martin serves
as Chairman of this Committee. The Audit Committee held six
meetings during the fiscal year ended October 31, 2010. The
written charter of the Audit Committee is included as Attachment
1 to this proxy statement.
The Audit Committee reports that it
has: (1) reviewed and discussed each funds
audited financial statements with management; (2) discussed
with the independent registered public accounting firm the
matters required to be discussed pursuant to the Auditing
Standards No. 61, as amended; (3) received written
disclosures and a letter from the independent registered public
accounting firm required by applicable requirements of the
Public Company Accounting Oversight Board regarding
communications concerning independence and discussed with the
independent registered public accounting firm the firms
independence; and (4) based on these discussions,
recommended to the Board that each funds financial
statements be included in each funds annual report for the
last fiscal year. The written report of the Audit Committee
immediately follows the Audit Committee Charter, which is
included as Attachment 1 to this proxy statement.
Compliance Committee. The primary role of this
Committee is to oversee the activities of the each funds
Chief Compliance Officer; the implementation and enforcement of
each funds compliance policies and procedures; and
compliance with each funds and the Independent
Trustees Codes of Ethics. Mr. Russo serves as
Chairman of this Committee. This Committee held four meetings
during the fiscal year ended October 31, 2010.
Nominating, Governance and Administration
Committee. This Committee is comprised of all of the
Independent Trustees. This Committee periodically reviews the
Boards committee structure, conducts an annual
self-assessment, and makes the final selection and nomination of
candidates to serve as Independent Trustees. The Interested
Trustees and the officers of the funds are nominated and
selected by the Board. Mr. Pruchansky
8
serves as Chairman of this Committee. This Committee held two
meetings during the fiscal year ended October 31, 2010. The
written charter for the Nominating, Governance and
Administration Committee is included as Attachment 2 to this
proxy statement.
In reviewing a potential nominee and in evaluating the
renomination of current Independent Trustees, this Committee
will generally apply the following criteria: (i) the
nominees reputation for integrity, honesty and adherence
to high ethical standards; (ii) the nominees business
acumen, experience and ability to exercise sound judgments;
(iii) a commitment to understand the funds 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 funds 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 nominees
ability to represent the interests of all the shareholders and
to fulfill the responsibilities of an Independent Trustee. This
Committee does not necessarily place the same emphasis on each
criteria and each nominee may not have each of these qualities.
As long as an existing Independent Trustee continues, in the
opinion of this Committee, to satisfy these criteria, each fund
anticipates that the Committee would favor the renomination of
an existing Independent Trustee rather than a new candidate.
Consequently, while this Committee will consider nominees
recommended by shareholders to serve as Independent Trustees,
the Committee may only act upon such recommendations if there is
a vacancy on the Board or the Committee determines that the
selection of a new or additional Independent Trustee is in the
best interests of a fund. In the event that a vacancy arises or
a change in Board membership is determined to be advisable, this
Committee will, in addition to any shareholder recommendations,
consider candidates identified by other means, including
candidates proposed by members of this Committee. This Committee
may retain a consultant to assist it in a search for a qualified
candidate, and did so in 2008. The Committee has adopted
Procedures for the Selection of Independent Trustees.
Any shareholder recommendation for Independent Trustee must be
submitted in compliance with all of the pertinent provisions of
Rule 14a-8
under the Securities Exchange Act of 1934, as amended, to be
considered by this Committee. In evaluating a nominee
recommended by a shareholder, this 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
shareholders candidate among the slate of nominees, the
candidates name will be placed on a funds proxy
card. If this Committee or the Board determines not to include
such candidate among the Boards designated nominees and
the shareholder has satisfied the requirements of
Rule 14a-8,
the shareholders 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 a funds proxy statement.
Shareholders may communicate with the Trustees as a group or
individually. Any such communication should be sent to the Board
or an individual Trustee
c/o the
Secretary of the funds at the following address: 601 Congress
Street, Boston, Massachusetts 02210. The Secretary may determine
not to forward any letter to Trustees that does not relate to
the business of a fund.
Investment Performance Committee A. This Committee
monitors and analyzes the performance of the funds generally,
consults with the adviser as necessary if a fund requires
special attention, and reviews peer groups and other comparative
standards as necessary. Mr. Ladner serves as Chairman of
Investment Performance Committee A. This Committee held five
meetings during the fiscal year ended October 31, 2010.
Contracts/Operations Committee. This Committee
oversees the initiation, operation, and renewal of the various
contracts between the funds and other entities. These contracts
include advisory and subadvisory agreements, custodial and
transfer agency agreements and arrangements with other service
providers. Dr. Moore serves as Chairman of this Committee.
This Committee held four meetings during the fiscal year ended
October 31, 2010.
Annually, the Board evaluates its performance and that of its
Committees, including the effectiveness of the Boards
Committee structure.
9
Risk
Oversight
As registered investment companies, the funds are subject to a
variety of risks, including investment risks, financial risks,
compliance risks, and operational risks. As part of its overall
activities, the Board oversees the management of the funds
risk management structure by various departments of the adviser,
including: Investment Management Services Group (which oversees
the funds subadvisers and investment management
operations) (IMS), Fund Administration, Legal,
the Product Group (which oversees new product development and
marketplace positioning), and Internal Audit; as well as by the
funds Chief Compliance Officer (CCO). The
responsibility to manage the funds risk management
structure on a
day-to-day
basis is subsumed within the advisers overall investment
management responsibilities. The adviser has its own,
independent interest in risk management. The advisers risk
management program is part of the overall risk management
program of Manulife Financial, the advisers parent company.
The Board recognizes that it is not possible to identify all of
the risks that may affect the funds or to develop processes and
controls to eliminate or mitigate their occurrence or effects.
The Board discharges risk oversight as part of its overall
activities, with the assistance of its Investment Performance,
Audit, Compliance, and Contracts/Operations Committees. In
addressing issues regarding each funds risk management
between meetings, appropriate representatives of the adviser
communicate with the Chairperson of the Board, the relevant
Committee Chair or the funds CCO, who is directly
accountable to the Board. As appropriate, the Chairperson of the
Board and the Committee Chairs confer among themselves, with the
funds CCO, the adviser, other service providers, external
fund counsel, and counsel to the Independent Trustees, to
identify and review risk management issues that may be placed on
the full Boards agenda
and/or that
of an appropriate Committee for review and discussion with
management.
The Audit Committee assists the Board in reviewing with the
independent auditors, at various times throughout the year,
matters relating to financial reporting matters. In addition,
this Committee oversees the process of each funds
valuation of its portfolio securities, with
day-to-day
responsibility for valuation determinations having been
delegated to the funds Pricing Committee (comprised of
officers of the funds).
Investment Performance Committee A assists the Board in
overseeing the significant investment policies of each fund. The
adviser monitors these policies and may recommend changes to
this Committee in response to subadviser requests or other
circumstances. On a quarterly basis, this Committee reviews
reports from IMS and the Product Group regarding each
funds investment performance, which include information
about investment risks and how they are managed.
The Compliance Committee assists the Board in overseeing the
activities of the funds CCO with respect to the compliance
programs of each fund, the adviser, the subadviser, and certain
of the funds other service providers. This Committee and
the Board receive and consider the CCOs annual written
report, which, among other things, summarizes material
compliance issues that arose during the previous year and any
remedial action taken to address these issues, as well as any
material changes to the compliance programs. This Committee and
the Board also receive and consider reports from the funds
CCO throughout the year. As part of its oversight
responsibilities, the Board has approved various compliance
policies and procedures.
The Contracts/Operations Committee assists the Board in
overseeing the advisers management of each funds
operational risks, particularly as it regards vendor management
and the quality of services provided by various service
providers. This Committee periodically reviews reports from
Fund Administration on these issues and discusses its
findings with the Board. Among other things, in its annual
review of each funds advisory and subadvisory agreements,
this Committee and the Board receive and review information
provided by the adviser and the subadviser relating to their
operational capabilities, financial condition and resources.
Each of the above Board Committees meets at least quarterly.
Each Committee presents reports to the Board, which may prompt
further discussion of issues concerning the oversight of the
funds risk management. The Board also may discuss
particular risks that are not addressed in the Committee process.
The Board also has a Nominating, Governance and Administration
Committee that, among other matters, periodically reviews the
Boards committee structure and the charters of the
Boards committees, and recommends to the Board such
changes as it deems appropriate. This Committee also coordinates
and
10
administers an annual self-evaluation of the Board that includes
a review of its effectiveness in overseeing the number of funds
in the fund complex and the effectiveness of its committee
structure. The Board may, at any time and in its discretion,
change the manner in which it conducts its risk oversight role.
Finally, John Hancocks Chief Risk Officer supports the
advisers risk management program, and may report to the
Board periodically on risk management. John Hancocks Chief
Risk Officer reports directly to the President of John Hancock
and, indirectly, to the Chief Risk Officer of Manulife Financial
Corporation, John Hancocks parent company.
Executive
Officers
The following table presents information regarding the current
principal officers of the funds who are neither current Trustees
nor Nominees. The address of each officer is 601 Congress
Street, Boston, Massachusetts 02210.
|
|
|
|
|
|
|
Principal Officers who are not Trustees
|
|
|
|
Position(s)
|
|
|
|
|
|
|
Held with
|
|
Officer
|
|
|
Name (Year of Birth)
|
|
the Funds
|
|
Since
|
|
Principal Occupation(s) During Past 5 Years
|
|
|
|
|
|
|
|
|
|
Keith F. Hartstein
(1956)
|
|
President and
Chief Executive Officer
|
|
2005
|
|
Senior Vice President, John Hancock Financial Services (since
2004); Director, President and Chief Executive Officer, John
Hancock Advisers, LLC and John Hancock Funds, LLC (since
2005); Director, MFC Global Investment Management (U.S.), LLC
(since 2005); Director, John Hancock Investment Management
Services, LLC (since 2006); President and Chief Executive
Officer, John Hancock retail funds (since 2005); Member,
Investment Company Institute Sales Force Marketing Committee
(since 2003).
|
|
|
|
|
|
|
|
Andrew G. Arnott
(1971)
|
|
Chief Operating Officer and
Senior Vice President
|
|
2009
|
|
Senior Vice President, John Hancock Financial Services (since
2009); Executive Vice President, John Hancock Advisers, LLC
(since 2005); Executive Vice President, John Hancock Investment
Management Services, LLC (since 2006); Executive Vice President,
John Hancock Funds, LLC (since 2004); Chief Operating Officer,
John Hancock retail funds (since 2009); Senior Vice President,
John Hancock retail funds (since 2010); Vice President, John
Hancock Funds II and John Hancock Trust (since 2006);
Senior Vice President, Product Management and Development, John
Hancock Funds, LLC (until 2009).
|
11
|
|
|
|
|
|
|
Principal Officers who are not Trustees
|
|
|
|
Position(s)
|
|
|
|
|
|
|
Held with
|
|
Officer
|
|
|
Name (Year of Birth)
|
|
the Funds
|
|
Since
|
|
Principal Occupation(s) During Past 5 Years
|
|
|
|
|
|
|
|
|
|
Thomas M. Kinzler
(1955)
|
|
Secretary and
Chief Legal Officer
|
|
2006
|
|
Vice President, John Hancock Financial Services (since 2006);
Secretary and Chief Legal Counsel, John Hancock Advisers, LLC,
John Hancock Investment Management Services, LLC and John
Hancock Funds, LLC (since 2007); Secretary and Chief Legal
Officer, John Hancock retail funds, John Hancock Funds II
and John Hancock Trust (since 2006); Vice President and
Associate General Counsel, Massachusetts Mutual Life Insurance
Company (1999 2006); Secretary and Chief Legal
Counsel, MML Series Investment Fund
(2000 2006); Secretary and Chief Legal Counsel,
MassMutual Select Funds and MassMutual Premier Funds
(2004 2006).
|
|
|
|
|
|
|
|
Francis V. Knox, Jr.
(1947)
|
|
Chief Compliance Officer
|
|
2005
|
|
Vice President, John Hancock Financial Services (since 2005);
Chief Compliance Officer, John Hancock retail funds, John
Hancock Funds II, John Hancock Trust, John Hancock Advisers, LLC
and John Hancock Investment Management Services, LLC (since
2005); Vice President and Chief Compliance Officer, MFC Global
Investment Management (U.S.), LLC (2005 2008).
|
|
|
|
|
|
|
|
Charles A. Rizzo
(1957)
|
|
Chief Financial Officer
|
|
2007
|
|
Vice President, John Hancock Financial Services (since 2008);
Senior Vice President, John Hancock Advisers, LLC and John
Hancock Investment Management Services, LLC (since 2008); Chief
Financial Officer, John Hancock retail funds, John Hancock
Funds II and John Hancock Trust (since 2007); Assistant
Treasurer, Goldman Sachs Mutual Fund Complex
(2005 2007); Vice President, Goldman Sachs
(2005 2007); Managing Director and Treasurer,
Scudder Funds, Deutsche Asset Management
(2003 2005).
|
12
|
|
|
|
|
|
|
Principal Officers who are not Trustees
|
|
|
|
Position(s)
|
|
|
|
|
|
|
Held with
|
|
Officer
|
|
|
Name (Year of Birth)
|
|
the Funds
|
|
Since
|
|
Principal Occupation(s) During Past 5 Years
|
|
|
|
|
|
|
|
|
|
Salvatore Schiavone
(1965)
|
|
Treasurer
|
|
2009
|
|
Assistant Vice President, John Hancock Financial Services (since
2007); Vice President, John Hancock Advisers, LLC and John
Hancock Investment Management Services, LLC (since 2007);
Treasurer, John Hancock retail funds (since 2010); Treasurer,
John Hancock Closed-End Funds (since 2009); Assistant Treasurer,
John Hancock Funds II and John Hancock Trust (since 2010);
Assistant Treasurer, John Hancock retail funds, John Hancock
Funds II and John Hancock Trust (2007-2009); Assistant
Treasurer, Fidelity Group of Funds (2005 2007);
Vice President, Fidelity Management Research Company
(2005 2007); Assistant Treasurer, Scudder Group
of Funds (2003 2005); Director, Deutsche Asset
Management (2003 2005).
|
John Hancock retail funds is comprised of the series
of John Hancock Funds III and 12 other investment
companies, as well as nine closed-end funds (including Investors
and Income Securities).
Trustee
Ownership
The following table shows the dollar range of each
Trustees ownership of equity securities of the funds as
well as holdings of shares of equity securities of all John
Hancock funds overseen by the Trustee.
Trustee
Holdings(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
|
|
|
|
Share
|
|
All John Hancock
|
Name of Trustee
|
|
Investors
|
|
Amount
|
|
Income Securities
|
|
Amount
|
|
Funds Overseen
|
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James F. Carlin
|
|
$
|
10,001 $50,000
|
|
|
|
1,040
|
|
|
$
|
10,001 $50,000
|
|
|
|
1,060
|
|
|
Over $
|
100,000
|
|
William H. Cunningham
|
|
$
|
1 $10,000
|
|
|
|
185
|
|
|
$
|
1 $10,000
|
|
|
|
260
|
|
|
Over $
|
100,000
|
|
Deborah C. Jackson
|
|
$
|
1 $10,000
|
|
|
|
230
|
|
|
$
|
1 $10,000
|
|
|
|
651
|
|
|
$
|
50,001 $100,000
|
|
Charles L. Ladner
|
|
$
|
1 $10,000
|
|
|
|
150
|
|
|
$
|
1 $10,000
|
|
|
|
200
|
|
|
Over $
|
100,000
|
|
Stanley Martin
|
|
$
|
1 $10,000
|
|
|
|
250
|
|
|
$
|
1 $10,000
|
|
|
|
300
|
|
|
Over $
|
100,000
|
|
Patti McGill Peterson
|
|
$
|
1 $10,000
|
|
|
|
189
|
|
|
$
|
1 $10,000
|
|
|
|
246
|
|
|
Over $
|
100,000
|
|
John A. Moore
|
|
$
|
1 $10,000
|
|
|
|
150
|
|
|
$
|
1 $10,000
|
|
|
|
200
|
|
|
Over $
|
100,000
|
|
Steven R. Pruchansky
|
|
$
|
1 $10,000
|
|
|
|
250
|
|
|
$
|
1 $10,000
|
|
|
|
392
|
|
|
Over $
|
100,000
|
|
Gregory A. Russo
|
|
$
|
1 $10,000
|
|
|
|
383
|
|
|
$
|
1 $10,000
|
|
|
|
505
|
|
|
$
|
50,001 $100,000
|
|
Non-Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hugh McHaffie
|
|
$
|
10,001 $50,000
|
|
|
|
500
|
|
|
$
|
10,001 $50,000
|
|
|
|
700
|
|
|
Over $
|
100,000
|
|
John G. Vrysen
|
|
$
|
10,001 $50,000
|
|
|
|
600
|
|
|
$
|
10,001 $50,000
|
|
|
|
900
|
|
|
Over $
|
100,000
|
|
|
|
|
(1) |
|
Trustee ownership is provided as of October 31, 2010,
except that Trustee ownership for Mr. HcHaffie is provided
as of November 4, 2010. 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 Trustees and
Officers. 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 |
13
|
|
|
|
|
owned individually, and the Trustees and executive officers of
the funds as a group did not beneficially own, in excess of one
percent of the outstanding shares of any fund. |
Compliance
with Section 16(a) Reporting Requirements
Section 16(a) of the Exchange Act requires a funds
executive officers, Trustees and persons who own more than 10%
of a funds shares (10% Shareholders) to file
reports of ownership and changes in ownership with the SEC.
Executive officers, Trustees and 10% Shareholders are also
required by SEC regulations to furnish each fund 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.
Remuneration
of Trustees and Officers
The following table provides information regarding the
compensation earned by the Independent Trustees from the funds
and the other investment companies in the John Hancock
Fund Complex for their services for the fiscal year ended
October 31, 2010. The non-Independent Trustees, 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Compensation
|
|
|
|
|
|
|
|
|
|
All Funds in the
|
|
|
|
Aggregate Compensation
|
|
|
John Hancock
|
|
Independent Trustees
|
|
Investors
|
|
|
Income Securities
|
|
|
Fund
Complex(1)
|
|
|
|
|
James F. Carlin
|
|
$
|
4,714
|
|
|
$
|
4,715
|
|
|
$
|
181,500
|
|
William H.
Cunningham(2)
|
|
$
|
4,643
|
|
|
$
|
4,643
|
|
|
$
|
200,000
|
|
Deborah C. Jackson
|
|
$
|
4,884
|
|
|
$
|
4,886
|
|
|
$
|
239,500
|
|
Charles A.
Ladner(2)
|
|
$
|
5,400
|
|
|
$
|
5,400
|
|
|
$
|
202,500
|
|
Stanley
Martin(2)
|
|
$
|
5,571
|
|
|
$
|
5,571
|
|
|
$
|
260,500
|
(3)
|
Patti McGill
Peterson(2)
|
|
$
|
6,143
|
|
|
$
|
6,143
|
|
|
$
|
246,500
|
(4)
|
John A.
Moore(2)
|
|
$
|
5,643
|
|
|
$
|
5,643
|
|
|
$
|
210,000
|
|
Steven R.
Pruchansky(2)
|
|
$
|
5,771
|
|
|
$
|
5,771
|
|
|
$
|
216,500
|
|
Gregory A. Russo
|
|
$
|
5,393
|
|
|
$
|
5,393
|
|
|
$
|
265,500
|
|
|
|
|
(1) |
|
All of the Independent Trustees are Trustees of 47 funds in the
John Hancock Fund Complex. |
|
(2) |
|
As of October 31, 2010, the value of the aggregate accrued
deferred compensation amount from all funds in the John Hancock
Fund Complex for Mr. Cunningham was $242,025;
Mr. Ladner was $85,115; Mr. Martin was $51,000;
Ms. McGill Peterson was $265,033; Dr. Moore was
$335,382; and Mr. Pruchansky was $398,652 under the John
Hancock Deferred Compensation Plan for Independent Trustees (the
Plan). Under the Plan, an Independent Trustee may
elect to have his or her 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. |
|
(3) |
|
Includes $51,000 of deferred compensation. |
|
(4) |
|
Includes $6,000 of deferred compensation. |
Material
Relationships of the Independent Trustees
As of October 31, 2010, none of the Independent Trustees,
nor any immediate family member, owned shares of the 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 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
$120,000, and in which any Independent
14
Trustee or any immediate family member 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
$120,000 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 $120,000, in the 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 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 the amount involved
exceeds $120,000, 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 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 ten years.
In May 2010, John Hancock Preferred Income Fund III, a
closed-end fund advised by John Hancock Advisers, LLC,
received a demand letter from a law firm on behalf of a
purported holder of common shares of the fund, alleging that the
adviser and certain of the funds current and former
executive officers and Trustees breached their fiduciary duties
relating to the redemption of the auction preferred shares
(APS). On August 24, 2010, a shareholder
derivative complaint was filed in the Superior Court of The
Commonwealth of Massachusetts, Suffolk County, by the same law
firm on behalf of the purported shareholder against the adviser,
the advisers parent company, Manulife Financial
Corporation, and certain of the interested Trustees, executive
officers and portfolio managers of the fund. On August 30,
2010, a substantially similar derivative complaint was filed in
the Superior Court of The Commonwealth of Massachusetts, Suffolk
County, on behalf of a purported shareholder of John Hancock
Tax-Advantaged Dividend Income Fund, a closed-end fund advised
by John Hancock Advisers, LLC, against the adviser, the
advisers parent company, Manulife Financial Corporation,
and certain of the interested Trustees, executive officers and
portfolio managers of the fund. The complaints allege, among
other things, that the named defendants breached their fiduciary
duties to the funds and their common shareholders by redeeming
APS at their liquidation preference and that such redemptions
caused losses to the funds and their common shareholders. The
complaints seek awards of unspecified monetary damages for the
alleged losses and certain other relief. In July 2010, John
Hancock Premium Dividend Fund, a closed-end fund advised by John
Hancock Advisers, LLC, received a substantially similar demand
letter from the same law firm that filed the complaints with
respect to John Hancock Preferred Income Fund III and John
Hancock Tax-Advantaged Dividend Income Fund, but no complaint
has been filed with respect to that fund as of November 19,
2010.
In response to the demand letters, the Boards of Trustees
established a Special Committee (the Committee)
consisting of independent Trustees to investigate the demands
with the assistance of independent counsel. Based upon its
investigation, the Committee recommended that the Boards of
Trustees reject the demands made in the demand letters. After
reviewing the findings of the Committee, at a meeting of the
Boards of Trustees, all of the independent Trustees determined
that the maintenance of the derivative proceedings is not in the
best interests of the funds and voted to reject the demands.
A motion to dismiss the complaints will be filed in due course.
15
Independent
Registered Public Accounting Firm
The Trustees of each fund, including a majority of each
funds Independent Trustees, have selected
PricewaterhouseCoopers LLP (PwC), 125 High Street,
Boston, Massachusetts 02110, to act as independent registered
public accounting firm for each fund for the last two fiscal
years.
Representatives of PwC are not expected to be present at the
meeting but have been given the opportunity to make a statement,
if they so desire, and will be available should any matter arise
requiring their participation.
The following table sets forth the aggregate fees billed by PwC
for each fund for the fiscal years ended October 31, 2009
and October 31, 2010 (the Reporting Periods),
for professional services rendered for: (i) the audit of
the funds annual financial statements and the review of
financial statements included in the funds reports to
stockholders; (ii) assurance and related services that are
reasonably related to the audit of the funds financial
statements; (iii) tax compliance, tax advice or tax
planning; and (iv) all services other than (i),
(ii) and (iii).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
|
Audit-Related Fees
|
|
|
Tax Fees
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
FYE
|
|
|
FYE
|
|
|
FYE
|
|
|
FYE
|
|
|
FYE
|
|
|
FYE
|
|
|
FYE
|
|
|
FYE
|
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
|
|
|
|
Investors
|
|
$
|
41,819
|
|
|
$
|
36,410
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
2,873
|
|
|
$
|
2,959
|
|
|
$
|
55
|
|
|
$
|
20
|
|
Income Securities
|
|
$
|
41,819
|
|
|
$
|
36,410
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
2,873
|
|
|
$
|
2,959
|
|
|
$
|
3,555
|
|
|
$
|
20
|
|
Each funds Audit Committee has adopted procedures to
pre-approve audit and non-audit services for the funds and the
adviser and any entity controlling, controlled by or under
common control with, the adviser (the Adviser
Affiliates). These procedures identify certain types of
audit and non-audit services that are anticipated to be provided
by PwC during a calendar year and, provided the 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 services to be approved by the Audit
Committee prior to engaging PwC.
In recommending PwC as the funds independent registered
public accounting firm, the Audit Committee has considered the
compensation provided to PwC for audit and non-audit services to
the adviser and the Adviser Affiliates, and has determined that
such compensation is not incompatible with maintaining
PwCs independence.
With respect to Investors, the aggregate amount of non-audit
fees paid by the fund were $2,928 and $2,979 for the fiscal
years ended October 31, 2009 and October 31, 2010,
respectively. With respect to Income Securities, the aggregate
amount of non-audit fees paid by the fund were $6,428 and $2,979
for the fiscal years ended October 31, 2009 and
October 31, 2010, respectively. The aggregate amount of
non-audit fees paid by the adviser and Adviser Affiliates that
provide services to the funds were $8,197,653 for the fiscal
year ended October 31, 2009 and $3,063,789 for the fiscal
year ended October 31, 2010.
16
MISCELLANEOUS
Voting;
Quorum; Adjournment
The following votes are required to approve the proposal:
|
|
|
Proposal
|
|
Vote Required
|
|
|
|
|
|
Election of Trustees
|
|
A plurality of all votes cast, assuming a quorum exists.* A
plurality means that the eleven nominees up for
election receiving the greatest number of votes will be elected
as Trustees, regardless of the number of votes cast.
|
|
|
|
* |
|
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. |
The proposal described in this proxy statement is considered a
routine matter on which brokers holding shares in street
name may vote without instruction under the rules of the
New York Stock Exchange, on which the funds shares are
listed.
The following table summarizes how the quorum and voting
requirements are determined.
|
|
|
|
|
Shares
|
|
Quorum
|
|
Voting
|
|
|
|
|
|
|
|
In General
|
|
All shares present in person or by proxy are counted
in determining whether a quorum exists.
|
|
Shares present in person will be voted in person by the
shareholder at the meeting. Shares present by proxy will be
voted by the proxy holder in accordance with instructions
specified in the proxy.
|
|
|
|
|
|
Broker Non-Vote
|
|
Considered present at meeting.
|
|
Not voted. Same effect as a vote against the
proposal.
|
|
|
|
|
|
Proxy with No Voting
Instruction (other than
Broker Non-Vote)
|
|
Considered present for determining whether a quorum
exists.
|
|
Will be voted for the proposal by the proxy holder.
|
|
|
|
|
|
Vote to Abstain
|
|
Considered present for determining whether a quorum
exists.
|
|
Same effect as a vote against the proposal.
|
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
the 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 the proposal prior to such
adjournment. Any such adjournment will require the affirmative
vote of a majority of those shares present at the Annual Meeting
in person or by proxy.
Expenses
and Methods of Solicitation
The costs of the meeting, other than the solicitation of
proxies, will be allocated on a pro rata basis based on each
funds assets. The costs for the solicitation of proxies
will be borne equally by each fund, as detailed below. 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, by email or by
telephone. John Hancock Advisers, LLC, 601 Congress Street,
Boston, Massachusetts 02210, serves as each funds
investment adviser and administrator. Mellon Investor Services
LLC has been retained to assist in the solicitation of proxies
at a cost of approximately $2,000 per fund plus reasonable
expenses (including the cost of maintaining an Internet Web site
where the proxy materials are available).
17
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, the transfer agent or solicitor. The telephone
voting procedure is designed to verify a shareholders
identity, to allow a shareholder to authorize the voting of
shares in accordance with the shareholders instructions
and to confirm that the voting instructions have been properly
recorded.
|
|
|
|
|
A shareholder will be called on a recorded line at the telephone
number in a funds account records and will be asked to
provide certain identifying information.
|
|
|
|
The shareholder will then be given an opportunity to authorize
proxies to vote his or her shares at the meeting in accordance
with the shareholders instructions.
|
Alternatively, a shareholder may call the funds Voice
Response Unit to vote:
|
|
|
|
|
Read the proxy statement and have your proxy card at hand.
|
|
|
|
Call the toll-free-number located on your proxy card.
|
|
|
|
Follow recorded instructions.
|
With both methods of telephone voting, to ensure that the
shareholders instructions have been recorded correctly,
the shareholder will also receive a confirmation of the voting
instructions.
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.
Internet
Voting
You will also have the opportunity to submit your voting
instructions via the Internet by utilizing a program provided
through a vendor. Voting via the Internet will not affect your
right to vote in person if you decide to attend the meeting. Do
not mail the proxy card if you are voting via the Internet. To
vote via the Internet, you will need the information on your
proxy card. These Internet voting procedures are designed to
authenticate shareholder identities, to allow shareholders to
give their voting instructions and to confirm that
shareholders instructions have been recorded properly. If
you are voting via the Internet you should understand that there
may be costs associated with electronic access, such as usage
charges from Internet access providers and telephone companies,
which costs you must bear.
To vote via the Internet:
|
|
|
|
|
Read the proxy statement and have your card on hand.
|
|
|
|
Go to the Web site listed on the card.
|
|
|
|
Follow the directions on the Web site. Please call
1-800-852-0218
if you have any problems.
|
|
|
|
To ensure that your instructions have been recorded correctly,
you will receive a confirmation of your voting instructions
immediately after your submission.
|
The
Funds Adviser and Subadviser
The funds investment adviser is John Hancock Advisers,
LLC, 601 Congress Street, Boston, Massachusetts 02210. An
affiliate of the adviser, MFC Global Investment Management
(U.S.), LLC, 101 Huntington Avenue, Boston, Massachusetts 02199,
serves as subadviser to each fund.
Other
Matters
The management of the funds knows of no business to be brought
before the meeting, except as described above. If, however, any
other matters were properly to come before the meeting, the
persons named in the enclosed form of proxy intend to vote on
such matters in accordance with their best judgment. If any
18
shareholders desire 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 respective
shareholders of the 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 meetings is in the best
interest of each funds shareholders. In the event that any
shareholder present at the 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 funds 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 the
proposal, and voting by shareholders of one fund will have no
effect on the outcome of voting by shareholders of the other
fund.
SHAREHOLDER
PROPOSALS
Shareholder proposals, including nominees for Trustee, intended
to be presented at a funds annual meeting in 2012 must be
received by that fund at its offices at 601 Congress Street,
Boston, Massachusetts 02210, by no later than the close of
business on August 2, 2011, for inclusion in that
funds proxy statement and form of proxy relating to that
meeting (subject to certain exceptions), in accordance with
Rule 14a-8
under the Exchange Act. Written notice of a shareholder proposal
submitted outside of the processes of
Rule 14a-8
must be delivered to the Secretary of the relevant fund at 601
Congress Street, Boston, Massachusetts 02210 no later than the
close of business on September 1, 2011 and no earlier than
August 2, 2011. In order to be included in a funds
proxy statement and form of proxy, a shareholder proposal must
comply with all applicable legal requirements. Timely submission
of a proposal does not guarantee that such proposal will be
included.
IT IS
IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
JOHN
HANCOCK INVESTORS TRUST
JOHN HANCOCK INCOME SECURITIES TRUST
Dated: November 30, 2010
19
ATTACHMENT
1
JOHN
HANCOCK FUNDS
AUDIT
COMMITTEE CHARTER
A. Composition. The Audit Committee (the
Committee) shall be composed exclusively of Trustees
who are not interested persons as defined in the
Investment Company Act of 1940 of any of the funds, or of any
funds investment adviser or principal underwriter (the
Independent Trustees). The Committee shall be
composed of at least three Independent Trustees who are
designated for membership from time to time by the Board of
Trustees. Unless otherwise determined by the Board, no member of
the Committee may serve on the audit committee of more than two
other public companies (other than another John Hancock Fund).
Except as otherwise permitted by the applicable rules of the New
York Stock Exchange, each member of the Committee shall be
independent as defined by such rules and
Rule 10A-3(b)(1)
of the Exchange Act. No member of the Committee may receive,
directly or indirectly, any consulting, advisory or other
compensatory fee from a fund, other than fees paid in his or her
capacity as a member or chair of the Board of Trustees or of a
committee of the Board of Trustees. Each member of the Committee
must be financially literate, as such qualification is
interpreted by the Board of Trustees in its business judgment,
or must become financially literate within a reasonable period
of time after his or her appointment to the Committee. At least
one member of the Committee must have accounting or related
financial management expertise, as the Board of Trustees
interprets such qualification in its business judgment.
B. Overview. The Committees purpose is to:
|
|
|
|
1.
|
assist the Board in fulfilling its oversight responsibilities of
(1) the integrity of the funds financial statements,
(2) the funds compliance with legal and regulatory
requirements (except to the extent such responsibility is
delegated to another committee), (3) the independent
auditors qualifications and independence, and (4) the
performance of the funds independent auditors;
|
|
|
2.
|
act as a liaison between the funds independent accountants
and the Board of Trustees; and
|
|
|
3.
|
oversee the preparation of an Audit Committee Report as required
by the Securities and Exchange Commission (the SEC)
to the extent required to be included in the closed-end
funds annual proxy statement.
|
The 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
funds financial statements, the maintenance of appropriate
systems for accounting and internal controls over financial
reporting. The Committee and the Board of Trustees recognize
that management and the independent auditors have more
experience, expertise, resources and time, and more detailed
knowledge and information regarding a funds accounting,
auditing, internal control and financial reporting practices
than the Committee does. Accordingly, the Committees
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
funds annual financial statements. The authority and
responsibilities set forth in this charter recognize that the
Committee members are not acting as accountants or auditors and
this charter does not reflect or create any duty or obligation
of the Committee to plan or conduct any audit, to determine or
certify that any funds financial statements are complete,
accurate, fairly presented, or in accordance with generally
accepted accounting principles or applicable law, or to
guarantee any independent auditors report.
C. Oversight. The independent auditors shall
report directly to the Committee, and the Committee shall be
responsible for oversight of the work of the independent
auditors, including resolution of any disagreements between any
funds management and the independent auditors regarding
financial reporting. In connection with its oversight role, the
Committee should also review with the independent auditors, from
time to time as appropriate: significant risks and uncertainties
with respect to the quality, accuracy or fairness of
presentation of a funds financial statements; recently
disclosed problems with respect to the quality, accuracy or
fairness of presentation of the financial statements of
companies similarly situated to the funds and recommended
actions
20
which might be taken to prevent or mitigate the risk of problems
at the funds arising from such matters; accounting for unusual
transactions; adjustments arising from audits that could have a
significant impact on the funds financial reporting
process; and any recent SEC comments on the funds SEC
reports, including, in particular, any compliance comments. The
Committee should inquire of the independent auditor concerning
the quality, not just the acceptability, of the funds
accounting determinations and other judgmental areas and
question whether managements choices of accounting
principles are, as a whole, conservative, moderate or aggressive.
D. Specific Responsibilities. The 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 approve, and recommend to the Board of Trustees for its
ratification and approval in accord with applicable law, the
selection, appointment and retention of an independent auditor
for each fund prior to the engagement of such independent
auditor and, at an appropriate time, its compensation. The
Committee should meet with the independent auditor prior to the
audit to discuss the planning and staffing of the audit. The
Committee should periodically consider whether, in order to
assure continuing auditor independence, there should be regular
rotation of the independent audit firm.
|
|
|
2.
|
To periodically review and evaluate the lead partner and other
senior members of the independent auditors team and
confirm the regular rotation of the lead audit partner and
reviewing partner as required by Section 203 of the
Sarbanes-Oxley Act.
|
|
|
3.
|
To pre-approve all non-audit services provided by the
independent auditor to the fund or to the funds 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.
|
|
|
4.
|
The Committee is authorized to delegate, to the extent permitted
by law, pre-approval responsibilities for non-audit services to
one or more members of the Committee who shall report to the
Committee regarding approved services at the Committees
next regularly scheduled meeting. The Committee is also
authorized to adopt policies and procedures which govern the
pre-approval of audit, audit-related, tax and other services
provided by the independent accountants to the funds or to a
service provider as referenced in Paragraph 3, provided
however, that any such policies and procedures are detailed as
to particular services, the Committee is informed of each
service, and any such policies and procedures do not include the
delegation of the Committees responsibilities under the
Securities Exchange Act of 1934 or applicable rules or listing
requirements.
|
|
|
5.
|
To meet periodically, including separately, with independent
auditors, with managements internal auditors, and with the
funds senior management to, as appropriate:
(i) review the arrangements for and scope of the annual
audit and any special audits; (ii) review, to the extent
required by applicable law or regulation, the form and substance
of the closed-end funds financial statements and reports,
including each closed-end funds disclosures under
Managements Discussion of Fund Performance and
to discuss any matters of concern relating to the funds
financial statements, including any adjustments to such
statements recommended by the independent accountants, or other
results of an audit; (iii) consider the independent
accountants comments with respect to the funds
financial policies, procedures and internal accounting controls
and managements responses thereto; (iv) review the
resolution of any disagreements between the independent
accountants and management regarding the funds financial
reporting; and (v) review the form of opinion on financial
statements that the independent accountants propose to render to
the Board and shareholders. The Committee should request from
the independent auditors a frank discussion regarding their
assessment of management, and shall review reports from
managements internal auditors regarding matters affecting
the funds or services provided by management to the funds. If
any fund establishes an internal audit function, the Committee
shall assist the Board in fulfilling its oversight
responsibilities over the performance thereof.
|
21
|
|
|
|
6.
|
With respect to any listed fund, to consider whether it will
recommend to the Board of Trustees that the audited financial
statements be included in a funds annual report. The Board
delegates to the Committee the authority to release the
funds financial statements for publication in the annual
and semi-annual report, subject to the Boards right to
review and ratify such financial statements following
publication. With respect to each fund, to review and discuss
with each funds management and independent auditor the
funds audited financial statements and the matters about
which Statement on Auditing Standards No. 61, as amended
requires discussion. With respect to any listed fund, the
Committee shall prepare an annual committee report for inclusion
where necessary in the proxy statement of a fund relating to its
annual meeting of security holders or in any other filing
required by the SECs rules.
|
|
|
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 obtain and review, at least annually, a report by the
independent auditor describing: the firms internal
quality-control procedures; any material issues raised by the
most recent internal quality-control review, or peer review, of
the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues; and all
relationships between the independent auditor and each fund,
including the disclosures required by any applicable
Independence Standards Board Standard. The 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.
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To review with the independent auditor any problems that may be
reported to it arising out of a funds accounting, auditing
or financial reporting functions and managements response,
and to receive and consider reports on critical accounting
policies and practices and alternative treatments discussed with
management.
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10.
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To review securities pricing procedures and review their
implementation with management, independent auditors and others
as may be required, except with respect to the Funds
Rule 2a-7
policies and procedures.
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To establish procedures for the receipt, retention, and
treatment of complaints received by a fund regarding accounting,
internal accounting controls, or auditing matters, and the
confidential, anonymous submission by employees of the
investment adviser, administrator, principal underwriter or any
other provider of accounting-related services for a listed fund,
as well as employees of the fund, if any, regarding questionable
accounting or auditing matters, as and when required by
applicable rules or listing requirements.
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With respect to any listed fund, to discuss guidelines and
policies to govern the process by which financial risk
assessment and financial risk management is undertaken. The
Committee is not the sole body responsible for oversight of risk
assessment and risk management, which is primarily the role of
management, but will discuss guidelines and policies.
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With respect to any listed fund, to set clear hiring policies
for employees or former employees of the independent auditors.
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To report regularly to the Board of Trustees, including
providing the Committees conclusions
and/or
recommendations with respect to the independent auditor and the
funds financial statements and accounting controls.
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E. Subcommittees. The 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 Committee at its next meeting.
22
F. Additional Responsibilities. The Committee
shall perform other tasks assigned to it from time to time by
the Board of Trustees, and will report findings and
recommendations to the Board of Trustees, as appropriate.
G. Funding. Each fund shall provide for
appropriate funding, as determined by the Committee for payment
of:
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Compensation to any registered public accounting firm engaged
for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the fund.
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2.
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Compensation to any counsel, advisers, experts or consultants
engaged by the Committee under Paragraph J of this charter.
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Ordinary administrative expenses of the Committee that are
necessary or appropriate in carrying out its duties.
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H. Governance. One member of the Committee
shall be appointed as chair by the Board of Trustees. 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
Board of Trustees, 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 of Trustees.
Any additional compensation of Committee members shall be as
determined by the Board of Trustees. The members of the
Committee should confirm that the minutes of the
Committees meetings accurately describe the issues
considered by the Committee, the process the Committee used to
discuss and evaluate such issues and the Committees final
determination of how to proceed. The minutes should document the
Committees consideration of issues in a manner that
demonstrates that the Committee acted with due care.
I. Evaluation. At least annually, the Committee
shall evaluate its own performance, including whether the
Committee is meeting frequently enough to discharge its
responsibilities appropriately.
J. 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.
K. Review. The Committee shall review this
charter at least annually and shall recommend such changes to
the Board of Trustees as it deems desirable.
Last revised: March 12, 2010
23
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 the audited
financial statements of the Funds contained in the Annual
Reports for the fiscal year ended October 31, 2009. The
Audit Committee has also discussed with PricewaterhouseCoopers
the matters required to be discussed pursuant to Auditing
Standards No. 61, as amended (AICPA, Professional
Standards, Vol. 1 AU Section 380), which includes, among
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 required
by applicable requirements of the Public Company Accounting
Oversight Board regarding PricewaterhouseCoopers
communications with the Audit Committee concerning independence
and has discussed with PricewaterhouseCoopers its independence.
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 Funds Annual
Report for filing with the Securities and Exchange Commission.
Submitted by
the Audit Committee
Stanley
Martin, Chairman
Deborah C. Jackson
Steven R. Pruchansky
24
ATTACHMENT
2
JOHN HANCOCK FUNDS
NOMINATING, GOVERNANCE AND ADMINISTRATION COMMITTEE
CHARTER
A. Composition. The Nominating, Governance and
Administration Committee (the Committee) shall be
composed entirely of Trustees who are independent as
defined in the rules of the New York Stock Exchange
(NYSE) or any other exchange, as applicable, and are
not interested persons as defined in the Investment
Company Act of 1940 of any of the funds, or of any funds
investment adviser or principal underwriter (the
Independent Trustees) who are designated for
membership from time to time by the Board of Trustees. The
Chairman of the Board shall be a member of the Committee.
B. Overview. The overall charter of the
Committee is to make determinations and recommendations to the
Board on issues related to the composition and operation of the
Board and corporate governance matters applicable to the
Independent Trustees, as well as issues related to complex-wide
matters and practices designed to facilitate uniformity and
administration of the Boards oversight of the funds, and
to discharge such additional duties, responsibilities and
functions as are delegated to it from time to time.
C. Specific Responsibilities. The 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:
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To consider and determine nominations of individuals to serve as
Trustees.
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2.
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To consider, as it deems necessary or appropriate, the criteria
for persons to fill existing or newly created Trustee vacancies.
The Committee shall use the criteria and principles set forth in
Annex A to guide its Trustee selection process.
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3.
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To consider and determine the amount of compensation to be paid
by the funds to the Independent Trustees, including incremental
amounts, if any, payable to Committee Chairmen, and to address
compensation-related matters. The Chairman of the Board has been
granted the authority to approve special compensation to
Independent Trustees in recognition of any significant amount of
additional time and service to the funds required of them,
subject to ratification of any such special compensation by the
Committee at the next regular meeting of the Committee.
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4.
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To consider and determine the duties and compensation of the
Chairman of the Board.
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5.
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To consider and recommend changes to the Board regarding the
size, structure, and composition of the Board.
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6.
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To evaluate, from time to time, and determine changes to the
retirement policies for the Independent Trustees, as appropriate.
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To develop and recommend to the Board, if deemed desirable,
guidelines for corporate governance (Corporate Governance
Guidelines) for the funds that take into account the rules
of the NYSE and any applicable law or regulation, and to
periodically review and assess the Corporate Governance
Guidelines and recommend any proposed changes to the Board for
approval.
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8.
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To monitor all expenditures and practices of the Board or the
Committees or the Independent Trustees not otherwise incurred
and/or
monitored by a particular Committee, including, but not limited
to: D&O insurance and fidelity bond coverage and costs;
association dues, including Investment Company Institute
membership dues; meeting expenditures and policies relating to
reimbursement of travel expenses and expenses associated with
offsite meetings; expenses and policies associated with Trustee
attendance at educational or informational conferences; and
publication expenses.
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9.
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To consider, evaluate and make recommendations and necessary
findings regarding independent legal counsel and any other
advisers, experts or consultants, that may be engaged by the
Board of Trustees, by the Trustees who are not interested
persons as defined in the Investment Company Act of 1940
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of any of the funds or any funds investment adviser or
principal underwriter, or by the Committee, from time to time,
other than as may be engaged directly by another Committee.
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10.
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To periodically review the Boards committee structure and
the charters of the Boards committees, and recommend to
the Board of Trustees changes to the committee structure and
charters as it deems appropriate.
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11.
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To coordinate and administer an annual self-evaluation of the
Board, which will include, at a minimum, a review of its
effectiveness in overseeing the number of funds in the fund
complex and the effectiveness of its committee structure.
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12.
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To report its activities to Board of Trustees and to make such
recommendations with respect to the matters described above and
other matters as the Committee may deem necessary or appropriate.
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D. Additional Responsibilities. The Committee
will also perform other tasks assigned to it from time to time
by the Chairman of the Board or by the Board of Trustees, and
will report findings and recommendations to the Board of
Trustees, 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, and making
reports to the Board of Trustees, 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. Evaluation. At least annually, the Committee
shall evaluate its own performance, including whether the
Committee is meeting frequently enough to discharge its
responsibilities appropriately.
H. Review. The Committee shall review this
Charter periodically and recommend such changes to the Board of
Trustees as it deems desirable.
26
ANNEX A
General
Criteria
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1.
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Nominees should have a reputation for integrity, honesty and
adherence to high ethical standards.
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2.
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Nominees should have demonstrated business acumen, experience
and ability to exercise sound judgments in matters that relate
to the current and long-term objectives of the funds and should
be willing and able to contribute positively to the
decision-making process of the funds.
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3.
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Nominees should have a commitment to understand the funds, and
the responsibilities of a trustee/director of an investment
company and to regularly attend and participate in meetings of
the Board and its committees.
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4.
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Nominees should have the ability to understand the sometimes
conflicting interests of the various constituencies of the
funds, including shareholders and the management company, and to
act in the interests of all shareholders.
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5.
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Nominees should not have, nor appear to have, a conflict of
interest that would impair their ability to represent the
interests of all the shareholders and to fulfill the
responsibilities of a director/trustee.
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Application
of Criteria to Existing Trustees
The renomination of existing Trustees should not be viewed as
automatic, but should be based on continuing qualification under
the criteria set forth above. In addition, the Nominating,
Governance and Administration Committee (the
Committee) shall consider the existing
Trustees performance on the Board and any committee.
Review of
Shareholder Nominations
Any shareholder nomination must be submitted in compliance with
all of the pertinent provisions of
Rule 14a-8
under the Securities Exchange Act of 1934 in order to be
considered by the Committee. In evaluating a nominee recommended
by a shareholder, the 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 shareholders candidate among the
slate of its designated nominees, the candidates name will
be placed on the funds proxy card. If the Board determines
not to include such candidate among its designated nominees, and
the shareholder has satisfied the requirements of
Rule 14a-8,
the shareholders 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 funds proxy statement.
As long as an existing Independent Trustee continues, in the
opinion of the Committee, to satisfy the criteria listed above,
the Committee generally would favor the re-nomination of an
existing Trustee rather than a new candidate. Consequently,
while the Committee will consider nominees recommended by
shareholders to serve as trustees, the Committee may only act
upon such recommendations if there is a vacancy on the Board, or
the Committee determines that the selection of a new or
additional 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 Committee will, in addition to
any shareholder recommendations, consider candidates identified
by other means, including candidates proposed by members of the
Committee. The Committee may retain a consultant to assist the
Committee in a search for a qualified candidate.
27
Thank
You
for
mailing
your proxy
card promptly!
P56PX 11/10
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.
You can also vote by mail.
Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to the shareholder meeting date.
JOHN HANCOCK INVESTORS TRUST
INTERNET
http://www.proxyvoting.com/jhf2
Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.
OR
TELEPHONE
1-866-540-5760
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.
OR
MAIL
Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy
card.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
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WO#
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Fulfillment# |
84193
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84296 |
▼ FOLD AND DETACH HERE ▼
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THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
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Please mark your votes as indicated
in this example
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1.
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Election of Trustees: |
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(01) James F. Carlin
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(07) Patti McGill Peterson |
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(02) William H. Cunningham
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(08) John A. Moore |
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(03) Deborah C. Jackson
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(09) Steven R. Pruchansky |
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(04) Charles L. Ladner
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(10) Gregory A. Russo |
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(05) Stanley Martin
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(11) John G. Vrysen |
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(06) Hugh McHaffie
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FOR
ALL
NOMINEES
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WITHHOLD
FOR ALL
NOMINEES |
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For all nominees except as noted above |
JOHN HANCOCK INVESTORS TRUST
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
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. The persons named as proxies have
discretionary authority, which they intend to exercise in favor of the proposal referred to and
according to their best judgment as to any other matters which may properly come before the
meeting.
Please be sure to sign and date this Proxy.
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Please Mark Here for Address Change or Comments SEE REVERSE
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Signature:
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Date:
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Signature:
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Date: |
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Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy
materials, investment plan statements, tax documents and more. Simply log on to Investor
ServiceDirect® at www.bnymellon.com/shareowner/isd where step-by-step instructions will
prompt you through enrollment.
Important notice regarding the Internet
availability of proxy materials for the Annual Meeting of Shareholders. The Presidents Letter, Notice of Annual Meeting of Shareholders,
and Proxy Statement are available at: http://www.proxyvoting.com/jhf2.
▼ FOLD AND DETACH HERE ▼
JOHN HANCOCK INVESTORS TRUST
Annual Meeting of Shareholders
January 21, 2011
The undersigned shareholder of John Hancock Investors Trust (the Fund) hereby appoints KEITH F. HARTSTEIN,
SALVATORE SCHIAVONE, THOMAS M. KINZLER, CHARLES A. RIZZO, KINGA KAPUSCINSKI, and JULIE B. LYMAN, 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 Friday, January 21, 2011 at the offices
of the Fund, 601 Congress Street, Boston, Massachusetts 02210, at 2:00 p.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 VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN 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 side. 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.
Address Change/Comments
(Mark the corresponding box on the reverse side)
BNY MELLON SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
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WO#
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Fulfillment# |
84193
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84296 |
*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
For the Shareholder Meeting to be held on January 21, 2011.
JOHN HANCOCK INVESTORS TRUST
Meeting Information
Meeting Type: Annual Meeting of Shareholders
For holders as of: November 8, 2010
Date: January 21, 2011 Time: 2:00 p.m. EST
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Location: |
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601 Congress Street Boston, Massachusetts 02210
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Directions to meeting: http://materials.proxyvote.com/JH/Proxy |
You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication
presents only an overview of the more complete proxy materials that are available to you on the
Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper
copy (see reverse side of this notice).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions. |
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT (INCLUDES PRESIDENTS LETTER)
How to View Online:
Have the 12-Digit Control Number available (located on the following page) and visit:
www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one, otherwise
you will not receive a paper or e-mail copy of these documents. There is NO charge to you for
requesting a copy. Please choose one of the following methods to make your request:
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1) BY INTERNET: |
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www.proxyvote.com |
2) BY TELEPHONE: |
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1-800-579-1639 |
3) BY E-MAIL*: |
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sendmaterial@proxyvote.com |
* |
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If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control
Number (located on the following page) in the subject line. |
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to
your investment advisor.
Please make the request as instructed above on or before January 10, 2011 to facilitate timely delivery.
Please Choose One of the Following Voting Methods
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a
legal proxy. To do so, please follow the instructions at www.proxyvote.com or request a paper
copy of the materials, which will contain the appropriate instructions. Many shareholder meetings
have attendance requirements including, but not limited to, the possession of an attendance ticket
issued by the entity holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance.
Vote By Internet:
To vote now by Internet, go to www.proxyvote.com. Have the 12-Digit Control
Number available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include
a voting instruction form.
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Voting Items |
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The Board of Trustees recommends that you vote FOR the following: |
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To elect eleven (11) Trustees to serve until their respective successors have been duly elected
and qualified. |
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01) James F. Carlin
02) William H. Cunningham
03) Deborah C. Jackson
04) Charles L. Ladner
05) Stanley Martin
06) Hugh McHaffie |
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07) Patti McGill Peterson
08) John A. Moore
09) Steven R. Pruchansky
10) Gregory A. Russo
11) John G. Vrysen
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NOTE: To transact such other business as may properly come before the meeting or any adjournment of
the meeting. |
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John Hancock Investors Trust
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on Friday, January 21, 2011.
The Presidents Letter, Notice of Annual Meeting of Shareholders and Proxy Statement are available at: http://www.proxyvoting.com/jhf2
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John Hancock Investors Trust |
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If you want to receive a paper or e-mail copy of these documents, you must request one, otherwise you will not receive a paper or e-mail copy of these documents. There is no charge to you for
requesting a copy. Please make your request for a copy as instructed below on or before January 11,
2011 to facilitate timely delivery.
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TO REQUEST PAPER COPIES OF PROXY MATERIALS:
(please reference your 11-digit control number when requesting materials)
By opting out to receive printed materials, your
preference for future proxy mailings will be
kept on our file.
Telephone: 1-888-313-0164 (outside of the U.S. and
Canada call 201-680-6688)
Email: shrrelations@bnymellon.com
(you must reference your 11-digit control number in your email)
Internet: http://www.proxyvoting.com/jhf2 |
This communication is not a form for voting and presents only an overview of the more complete
proxy materials that are available to you on the Internet.
We encourage you to access and review all of the important information contained in the proxy materials before voting.
To Shareholders of John Hancock Investors Trust:
The 2011 Annual Meeting of Shareholders of John Hancock Investors Trust will be held at 601
Congress Street, Boston, Massachusetts 02210, on Friday, January 21, 2011, at 2:00 p.m., Eastern
Time.
Proposals to be considered at the Annual Meeting:
(1) To elect eleven (11) Trustees to serve until their respective successors have been duly elected
and qualified; and
(2) To transact such other business as may properly come before the meeting or any
adjournment of the meeting.
The Board of Trustees recommends that you vote in favor of the proposal.
Shareholders of record of John Hancock Investors Trust as of the close of business on November 8,
2010 (the Record Date) are entitled to notice of, and to vote at, the funds Annual Meeting and
at any adjournment thereof.
TO VOTE YOUR SHARES SEE INSTRUCTIONS ON THE REVERSE SIDE.
This is not a proxy card. You cannot use this notice to vote your shares.
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CONTROL NUMBER |
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YOU MUST REFERENCE YOUR 11-DIGIT CONTROL NUMBER WHEN
YOU REQUEST A PAPER COPY OF THE PROXY MATERIALS OR TO
VOTE YOUR PROXY ELECTRONICALLY. |
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Directions to attend the Annual Meeting where you may vote in person can be found on our website,
http://www.jhfunds.com/proxy.
Meeting Location:
John Hancock Investors Trust
601 Congress Street
Boston, Massachusetts 02210
The following Proxy Materials are available for you to review online:
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Presidents Letter |
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Notice of Annual Meeting of Shareholders |
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Proxy Statement |
To request a paper copy of the Proxy Materials:
(you must reference your 11-digit control number located on the reverse side of this notice)
Telephone: 1-888-313-0164 (outside of the U.S. and Canada call 201-680-6688)
Email: shrrelations@bnymellon.com
(you must reference your 11-digit control number in your email)
Internet: http://www.proxyvoting.com/jhf2
The Proxy Materials for John Hancock Investors Trust are available to review at:
http://www.proxyvoting.com/jhf2
Have this notice available when you request a PAPER copy of the Proxy Materials,
when you want to view your proxy materials online,
OR WHEN YOU WANT TO VOTE YOUR PROXY ELECTRONICALLY.
HOW TO ACCESS THE ELECTRONIC PROXY CARD
We encourage you to review the proxy materials online before voting.
To access the electronic proxy card and vote your shares, go to
http://www.proxyvoting.com/jhf2
and click on Vote Now on the top right hand side of the website. Have this notice in hand
when you access the website. You will need to reference the 11-digit control number
located on the reverse side of this notice.
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