SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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The Massachusetts Health & Education Tax-Exempt Trust
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) 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 determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109
April 2, 2001
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
The Massachusetts Health & Education Tax-Exempt Trust (the "Fund") to be held at
the principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Tuesday, May 15, 2001 at 1:30 P.M. (Boston
time).
This meeting will give you an opportunity to hear a report on the Fund and
you will be asked to consider the election of Trustees and the approval of the
Fund's independent accountants. The enclosed proxy statement contains additional
information regarding these proposals.
We hope that you will be able to attend the meeting. Whether or not you
plan to attend and regardless of the number of shares you own, it is important
that your shares be represented. You are urged to complete, sign and date the
enclosed proxy card and return it in the enclosed postage-paid envelope as soon
as possible to assure that your shares are represented at the meeting.
Sincerely,
/s/ Walter B. Prince
Walter B. Prince
Chairman
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE REQUESTED TO
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE. YOU MAY
WITHDRAW YOUR PROXY IF YOU ATTEND THE ANNUAL MEETING AND DESIRE TO VOTE IN
PERSON.
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 15, 2001
The Annual Meeting of Shareholders of The Massachusetts Health & Education
Tax-Exempt Trust, a Massachusetts business trust (the "Fund"), will be held at
the principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Tuesday, May 15, 2001 at 1:30 P.M. (Boston
time), for the following purposes:
1. To elect five Trustees of the Fund, two of whom shall be elected by
the holders of the Fund's Auction Preferred Shares and the remainder
of whom shall be elected by the holders of the Fund's Common Shares
and Auction Preferred Shares, voting as a single class.
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund for the fiscal year ending December 31, 2001.
3. To consider and act upon any other matters which may properly come
before the Meeting and any adjourned session thereof.
The Board of Trustees has fixed the close of business on March 19, 2001 as
the record date for the determination of the shareholders of the Fund entitled
to notice of and to vote at the meeting and any adjournments thereof.
By Order of the Board of Trustees
/s/ Thomas J. Fetter
Thomas J. Fetter
President
April 2, 2001
Boston, Massachusetts
IMPORTANT - SHAREHOLDERS CAN HELP THE BOARD OF TRUSTEES OF THE FUND AVOID THE
NECESSITY AND ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO OBTAIN
A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR
YOUR CONVENIENCE.
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109
PROXY STATEMENT
A proxy is enclosed with the foregoing Notice of the Annual Meeting of
Shareholders of The Massachusetts Health & Education Tax-Exempt Trust (the
"Fund"), to be held May 15, 2001 for the benefit of shareholders who do not
expect to be present at the meeting. This proxy is solicited on behalf of the
Board of Trustees of the Fund, and is revocable by the person giving it prior to
exercise by a signed writing filed with the Fund's Secretary, or by executing
and delivering a later dated proxy, or by attending the meeting and voting the
shares in person. Each proxy will be voted in accordance with its instructions;
if no instruction is given, an executed proxy will authorize the persons named
as attorneys, or any of them, to vote in favor of each such matter. This proxy
material is being mailed to shareholders on or about April 2, 2001.
The Board of Trustees of the Fund has fixed the close of business on March
19, 2001, as the record date for the determination of the shareholders entitled
to notice of and to vote at the meeting and any adjournments thereof.
Shareholders at the close of business on the record date will be entitled to one
vote for each share held. As of March 19, 2001, there were 2,315,711 Common
Shares, $.01 par value per share ("Common Shares") and 200 Auction Preferred
Shares, $.01 par value per share, liquidation preference $50,000 per share
("APS"), of the Fund outstanding. As of such date, no shareholder beneficially
owned more than 5% of the outstanding Common Shares or APS. The Trustees and
officers of the Fund, as a group, own beneficially less than 1% of the shares of
the Fund.
The Board of Trustees of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented for
consideration. If any other matters are properly presented, it is the intention
of the persons named as attorneys in the enclosed proxy to vote the proxies in
accordance with their judgment on such matters.
PROPOSAL 1. ELECTION OF TRUSTEES
The enclosed proxy, unless authority to vote for election to office is
specifically withheld by executing the proxy in the manner stated thereon, will
be used to vote in favor of the nominees named below as Trustees of the Fund to
serve as such until the next annual meeting of the Fund's shareholders and until
their successors shall have been duly elected and qualified. The five nominees
named below are presently serving as Trustees of the Fund. Each nominee has
agreed to serve as a Trustee if elected. If any such nominee is not available
for election at the time of the Annual Meeting, the persons named as proxies
will vote for such substitute nominee as the Board of Trustees may recommend.
The nominee whose name is preceded by an asterisk (*) is an "interested person"
(as defined in the Investment Company Act of 1940) because of his affiliation
with a brokerage firm. None of the nominees is affiliated with or has a material
business relationship with the Fund's investment adviser and administrator;
moreover, none of the nominees owns or has owned the common stock of Eaton Vance
Corp., the parent corporation of the adviser and administrator.
Under the terms of the Fund's Agreement and Declaration of Trust, as
amended (the "Trust Agreement"), the holders of the APS are entitled as a class,
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to the exclusion of the holders of the Common Shares, to elect two Trustees of
the Fund. James F. Carlin and Thomas H. Green, III have been nominated for
election by the holders of the APS. The Trust Agreement further provides for the
election of the other three nominees named below by the holders of the Common
Shares and the APS, voting as a single class. Election of Trustees is
non-cumulative. Election of each of the nominees requires the affirmative vote
of a plurality of the applicable shares of the Fund present and voting at the
Annual Meeting in person or by proxy.
TRUSTEES
SHARES BENEFICIALLY
NAME AND PRINCIPAL OCCUPATION(S) OVER OWNED ON
OTHER INFORMATION PAST FIVE YEARS MARCH 19, 2001
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APS Share Nominees
JAMES F. CARLIN Mr. Carlin has been Chairman and CEO of 5,000(1)
Age: 60, has been a Carlin Consolidated, Inc., a management
Trustee since 1993. company, since 1968. He is a former
Chairman of the Massachusetts Board of
Higher Education. He is also a trustee
or director of various John Hancock funds
and a director of UNO Restaurant Corp.,
and former director of Healthplan Services
Corp. and Arbella Mutual Insurance Co.
*THOMAS H. GREEN, III Mr. Green is a Director of Salomon Smith -0-
Age: 41, has been a Barney in its Public Finance Department. He
Trustee since 1993. was formerly First Assistant Attorney General
for the Commonwealth of Massachusetts from
1992 to March, 1998. Prior thereto, he was
Vice President for Public Finance of the
First Boston Corporation from 1986.
Other Nominees
WALTER B. PRINCE Chairman of the Fund, Mr. Prince has been a 145
Age: 52, has been a partner of the law firm of Prince, Lobel,
Trustee since 1993. Glovsky & Tye LLP since 1988.
EDWARD M. MURPHY Mr. Murphy is President and Chief Executive 200
Age: 53, has been a Officer of Alliance Health Incorporated
Trustee since 1993. since March, 1999. He was formerly President
and Chief Operating Officer of Olympus
Healthcare Group, Inc. He was a Senior Vice
President of Tucker Anthony Inc. from 1995-
1997, and the Executive Director of the
Massachusetts Health and Educational
Facilities Authority from 1989 to 1995.
He also previously served as the Commissioner
of the Massachusetts Department of Mental Health.
JAMES M. STOREY Mr. Storey was a partner of the law firm of 50
Age: 69, has been a Dechert, Boston, Massachusetts, from 1987
Trustee since 1993. until his retirement in December, 1993. He
is currently a corporate director. Mr. Storey
is a trustee of various funds advised or
administered by affiliates of SEI Investments,
of State Street Research Institutional Funds
and of The U.S. Charitable Gift Trust.
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(1)2,000 of such Common Shares were beneficially owned by Mr. Carlin's spouse.
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As of March 19, 2001, Robert B. MacIntosh, Vice President and portfolio
manager of the Fund and Eric G. Woodbury, Secretary of the Fund each owned 400
Common Shares. No officer or Trustee of the Fund owns any of the Fund's APS.
During the fiscal year ended December 31, 2000, the Trustees of the Fund
met four times. The Board of Trustees has one standing committee, an Audit
Committee. The Audit Committee met once in 2000. Each Trustee attended each
Trustee and audit committee meeting. The Board of Trustees does not have any
standing nominating committee or compensation committee.
Messrs. Carlin, Murphy, Prince and Storey are members of the Audit
Committee of the Board of Trustees of the Fund. Each member is independent of
the Fund, as defined by American Stock Exchange Listing Standards. The Audit
Committee's functions include making recommendations to the Board regarding the
selection of the independent certified public accountants, and reviewing matters
relative to accounting and auditing practices and procedures, accounting records
and internal accounting controls. Attached as Appendix A is the written Audit
Committee Charter of the Fund. Set forth below under "Additional Information" is
the Audit Committee's Report.
REMUNERATION OF TRUSTEES
The Trustees, except for Mr. Green, are compensated at the rate of $7,500
annually, and are reimbursed for actual out-of-pocket expenses relating to
attendance at such meetings ($0 for 2000). During the fiscal year ended December
31, 2000, Trustees were paid fees aggregating $30,000. The following table
summarizes the compensation paid to Trustees of the Fund for the fiscal year
ended December 31, 2000:
Pension or
Retirement
Benefits Estimated
Aggregate Accrued as Annual Total
Name of Compensation Part of Fund Benefits Upon Compensation
Trustee From Fund Expenses Retirement From Fund
- ------- --------- -------- ---------- ---------
James F. Carlin $7,500 none none $7,500
Thomas H. Green, III none none none none
Edward M. Murphy $7,500 none none $7,500
Walter B. Prince $7,500 none none $7,500
James M. Storey $7,500 none none $7,500
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
THE FIVE NOMINEES TO THE FUND'S BOARD OF TRUSTEES.
PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Trustees has selected PricewaterhouseCoopers LLP ("PWC") as
independent accountants for the Fund for the fiscal year ending December 31,
2001. Shareholders are being asked to ratify the selection of PWC to perform
audit services for the Fund.
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PWC (and its predecessor, Price Waterhouse L.L.P.) has acted as independent
accountants for the Fund since the Fund's inception in 1993. The services
provided by PWC include the examination of the Fund's annual financial
statements, assistance and consultation in connection with Securities and
Exchange Commission filings, and the review of tax matters on behalf of the
Fund.
PWC is expected to be represented at the Annual Meeting, but, if not, a
representative of that firm will be available by telephone should the need for
consultation arise.
THE BOARD OF TRUSTEES, INCLUDING THOSE TRUSTEES WHO ARE NOT INTERESTED
PERSONS OF THE FUND, RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS OF THE FUND FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2001.
NOTICE TO BANKS AND BROKER/DEALERS
The Fund has previously solicited all Nominee and Broker/Dealer accounts as
to the number of additional proxy statements required to supply owners of
shares. Should additional proxy material be required for beneficial owners,
please forward such requests to Investors Bank & Trust Company, 200 Clarendon
Street, Boston, MA 02116.
ADDITIONAL INFORMATION
AUDIT COMMITTEE REPORT. The Audit Committee reviewed and discussed the audited
financial statements with Fund management. The Audit Committee also discussed
with PWC the matters required to be discussed by SAS 61 (Codification of
Statements on Auditing Standards). The Audit Committee received the written
disclosures and the letter from PWC required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees), and discussed with PWC 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 the Fund's annual report to shareholders for the fiscal year ended
December 31, 2000 for filing with the Securities and Exchange Commission.
James W. Carlin
Edward M. Murphy
Walter B. Prince
James M. Storey
AUDIT FEES/ALL OTHER FEES. For the most recent fiscal year, the Fund paid an
aggregate of $22,800 in audit fees and $8,100 in non-audit fees to its
independent accountants, PWC. PWC also provides services to numerous other
investment companies sponsored by Eaton Vance, but not to Eaton Vance Corp. (and
its affiliates). The Audit Committee has considered whether the provision of
non-audit services is compatible with maintaining the auditor's independence.
OFFICERS OF THE FUND. The officers of the Fund, with their ages indicated in
parenthesis, are as follows: Thomas J. Fetter (57), President, and Vice
President of Eaton Vance; Robert B. MacIntosh (44), Vice President and Portfolio
Manager, and Vice President of Eaton Vance; Eric G. Woodbury (43), Secretary,
and Vice President of Eaton Vance; James L. O'Connor (56), Treasurer, and Vice
President of Eaton Vance; and Kristin S. Anagnost (35), Assistant Secretary and
Assistant Treasurer, and Assistant Vice President of Eaton Vance. All officers
of the Fund have served in that capacity since January 5, 1996 with the
exception of Ms. Anagnost who was elected an officer on February 25, 1998. All
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of the officers of the Fund have been employed by Eaton Vance or their
predecessors for more than five years except Ms. Anagnost who was a Manager at
Chase Global Funds Services Company prior to January 12, 1998. Because of their
positions with Eaton Vance and their ownership of Eaton Vance Corp. stock, the
officers of the Fund will benefit from the advisory and administration fees paid
by the Fund to Eaton Vance.
INVESTMENT ADVISER AND ADMINISTRATOR. Eaton Vance Management with its principal
office at The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, serves as the investment adviser and administrator to the Fund.
PROXY SOLICITATION AND TABULATION. The expense of preparing, printing and
mailing this Proxy Statement and enclosures and the costs of soliciting proxies
on behalf of the Board of Trustees of the Fund will be borne by the Fund.
Proxies will be solicited by mail and may be solicited in person or by
telephone, telegraph or facsimile by officers of the Fund, by personnel of its
administrator, Eaton Vance, by the transfer agent, Investors Bank & Trust
Company, or by broker-dealer firms. The expenses connected with the solicitation
of these proxies and with any further proxies which may be solicited by the
Fund's officers, by Eaton Vance personnel, by the transfer agent, Investors Bank
& Trust Company, or by broker-dealer firms, in person, or by telephone, by
telegraph or by facsimile will be borne by the Fund. A written proxy may be
delivered to the Fund or its transfer agent prior to the meeting by facsimile
machine, graphic communication equipment or similar electronic transmission. The
Fund will reimburse banks, broker-dealer firms, and other persons holding shares
registered in their names or in the names of their nominees, for their expenses
incurred in sending proxy material to and obtaining proxies from the beneficial
owners of such shares. Total estimated costs are $6,000.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on the proxy card with respect to Proposals 1 and 2, it will be voted for
the matters specified on the proxy card. For purposes of determining the
presence or absence of a quorum and for determining whether sufficient votes
have been received for approval of any matter to be acted upon at the meeting,
abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other person entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting but which have not been
voted. Accordingly, abstentions and broker non-votes will assist the Fund in
obtaining a quorum but will have no effect on the outcome of Proposals 1 and 2.
In the event that sufficient votes by the shareholders of the Fund in favor
of any Proposal set forth in the Notice of this meeting are not received by May
15, 2001, the persons named as attorneys in the enclosed proxy may propose one
or more adjournments of the meeting to permit further solicitation of proxies. A
shareholder vote may be taken on one or more of the Proposals in this Proxy
Statement prior to such adjournment if sufficient votes have been received and
it is otherwise appropriate. Any such adjournment will require the affirmative
vote of the holders of a majority of the shares present in person or by proxy at
the session of the meeting to be adjourned. The persons named as attorneys in
the enclosed proxy will vote in favor of such adjournment those proxies which
they are entitled to vote in favor of the Proposal for which further
solicitation of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such Proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.
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THE FUND WILL FURNISH, WITHOUT CHARGE A COPY OF THE FUND'S ANNUAL REPORT TO
ANY SHAREHOLDER UPON REQUEST. SHAREHOLDERS DESIRING TO OBTAIN A COPY OF SUCH
REPORT SHOULD WRITE TO THE FUND C/O INVESTORS BANK & TRUST COMPANY, 200
CLARENDON STREET, BOSTON, MA 02116, OR CALL 1-800-553-1916.
SHAREHOLDER PROPOSALS
Any proposals of shareholders that are intended to be presented at the
Fund's 2002 Annual Meeting of Shareholders must be received at the Fund's
principal offices no later than December 1, 2001 and must comply with all legal
requirements in order to be included in the Fund's proxy statement and form of
proxy for that meeting.
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
April 2, 2001
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Appendix A
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
AUDIT COMMITTEE CHARTER
I. COMPOSITION OF THE AUDIT COMMITTEE. The Audit Committee of The
Massachusetts Health & Education Tax-Exempt Trust ("Fund") shall be
comprised of at least three Trustees, each of whom shall have no
relationship that, in the opinion of the Board of Trustees, would interfere
with the exercise of his or her independent judgment and shall otherwise
satisfy the applicable membership requirements under the rules of the
American Stock Exchange in effect from time to time. Effective June 14,
2001, such rules require all members of the Audit Committee shall have (or
develop within a reasonable time after appointment) a working familiarity
with basic finance and accounting practices (the ability to read and
understand fundamental financial statements), and at least one member of
the Audit Committee shall have accounting or related financial management
expertise (past employment experience in finance or accounting, requisite
certification in accounting, or any other comparable experience or
background which results in an individual's financial sophistication,
including being or having been a chief executive officer, chief financial
officer or other senior officer with financial oversight responsibilities).
II. PURPOSES OF THE AUDIT COMMITTEE. The purposes of the Audit Committee are to
assist the Board of Trustees:
1. in its oversight of the Fund's accounting and financial reporting
policies and practices, its internal audit controls and procedures,
and, as appropriate, the internal controls of certain service
providers;
2. in its oversight of the quality and objectivity of the Fund's
financial statements and the independent audit thereof;
3. in selecting (or nominating the outside auditors to be proposed for
shareholder approval in any proxy statement), evaluating and, where
deemed appropriate, replacing the outside auditors; and
4. in evaluating the independence of the outside auditors.
The function of the Audit Committee is oversight. The Administrator of the
Fund is responsible for the preparation, presentation and integrity of the
Fund's financial statements. The Administrator is responsible for
maintaining appropriate accounting and financial reporting principles and
policies and internal controls and procedures designed to assure compliance
with accounting standards and applicable laws and regulations. The outside
auditors are responsible for planning and carrying out a proper audit and
reviews. The outside auditor for the Fund is ultimately accountable to the
Board of Trustees and Audit Committee of the Fund. The Board of Trustees
and the Audit Committee have the ultimate authority and responsibility to
select, evaluate and, where appropriate, replace the outside accountant (or
to nominate the outside accountant to be proposed for shareholder approval
in any proxy statement).
III. MEETINGS OF THE AUDIT COMMITTEE. The Audit Committee shall meet at least
once annually, or more frequently if circumstances dictate. The Audit
Committee shall set its agenda and the places and times of its meetings.
The Audit Committee may meet alone and outside the presence of management
personnel with any certified public accountant and auditor firm rendering
A-1
reports to the Audit Committee or the Board of Trustees and with outside
legal counsel.
IV. DUTIES AND POWERS OF THE AUDIT COMMITTEE. To carry out its purposes, the
Audit Committee shall have the following duties and powers:
1. The Audit Committee shall review and discuss the audited financial
statements and other financial information with management and the
independent auditors for the Fund.
2. The Audit Committee shall review and discuss with the independent
auditors:
a. the scope of audits and audit reports;
b. the personnel, staffing, qualifications and experience of the
auditor;
c. the compensation of the auditor; and
d. the independence of the auditor, regarding which the Audit
Committee shall secure from the auditor the information required
by Independence Standards Board Standard No. 1. The Audit
Committee shall actively engage in a dialogue with the outside
auditor with respect to any disclosed relationships or services
that may impact the objectivity and independence of the outside
auditor. The Audit Committee also shall be responsible for
recommending that the Board of Trustees take appropriate action
in response to the outside auditor's report to satisfy itself of
the outside auditor's independence.
3. The Audit Committee also shall review and discuss with the independent
auditors the matters required to be discussed pursuant to SAS 61 in
effect from time to time.
4. The Audit Committee shall provide a recommendation to the Board of
Trustees regarding whether the audited financial statements of the
Fund should be included in the annual report to shareholders of the
Fund.
5. The Audit Committee shall provide the report, including any
recommendation of the Audit Committee, required by the rules of the
Securities and Exchange Commission to be included in the Fund's annual
proxy statement.
6. The Audit Committee shall review this charter at least annually and
recommend any changes to the full Board of Trustees; and
7. The Audit Committee shall report its activities to the full Board of
Trustees on a regular basis and make such recommendations with respect
to the above and other matters as the Audit Committee may deem
necessary or appropriate.
V. RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE. The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors for
special audits, reviews and other procedures and to retain special counsel
and other experts or consultants at the expense of the Fund.
Dated: May 16, 2000
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THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
ANNUAL MEETING OF SHAREHOLDERS, MAY 15, 2001
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES
HOLDERS OF AUCTION PREFERRED SHARES
The undersigned holder of Auction Preferred Shares of The Massachusetts Health &
Education Tax-Exempt Trust, a Massachusetts business trust (the "Fund"), hereby
appoints WALTER B. PRINCE, THOMAS J. FETTER and ERIC G. WOODBURY, and each of
them, with full power of substitution and revocation, as proxies to represent
the undersigned at the Annual Meeting of Shareholders of the Fund to be held at
the principal office of the Fund, The Eaton Vance Building, 255 State Street,
Massachusetts 02109, on Tuesday, May 15, 2001 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Auction Preferred Shares of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE
AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
DATE:_____________________
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
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Signature(s)
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
Please vote by filling in the boxes below.
1. To elect five Trustees of the FOR except WITHHOLD
Fund as follows: vote withheld AUTHORITY
for nominees for all
FOR listed at left nominees
(a) Election of two Trustees to [ ] [ ] [ ]
represent Auction Preferred Shares:
James F. Carlin and Thomas H. Green, III
(b) Election of remaining three [ ] [ ] [ ]
Trustees to represent all shareholders:
Edward M. Murphy, Walter B. Prince and
James M. Storey
(Instructions: To withhold authority
to vote for any individual nominee,
write those nominees' names below:)
- --------------------------------------------------
2. To ratify the selection of
PricewaterhouseCoopers LLP as
independent accountants of the
Fund for the fiscal year ending
December 31, 2001. For Against Abstain
[ ] [ ] [ ]
HAS YOUR ADDRESS CHANGED?
Mark box at right [ ]
if comments or ________________________________
address change
have been noted ________________________________
on this card.
________________________________
Please be sure to sign and date this Proxy.
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
ANNUAL MEETING OF SHAREHOLDERS, MAY 15, 2001
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES
HOLDERS OF COMMON SHARES
The undersigned holder of Common Shares of The Massachusetts Health & Education
Tax-Exempt Trust, a Massachusetts business trust (the "Fund"), hereby appoints
WALTER B. PRINCE, THOMAS J. FETTER and ERIC G. WOODBURY, and each of them, with
full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Tuesday, May 15, 2001 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Common Shares of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE
AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
DATE: ____________________
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
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Signature(s)
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
Please vote by filling in the boxes below.
1. To elect three Trustees of the FOR except WITHHOLD
Fund as follows vote withheld AUTHORITY
for nominees for all
FOR listed at left nominees
Edward M. Murphy, Walter B. Prince [ ] [ ] [ ]
and James M. Storey
(Instructions: To withhold authority
to vote for any individual nominee,
write those nominees' names below:)
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2. To ratify the selection of
PricewaterhouseCoopers LLP as independent
accountants of the Fund for the
fiscal year ending December 31, 2001. For Against Abstain
[ ] [ ] [ ]
HAS YOUR ADDRESS CHANGED?
Mark box at right [ ]
if comments or ________________________________
address change
have been noted ________________________________
on this card.
________________________________
Please be sure to sign and date this Proxy.