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
/X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
The Massachusetts Health & Education Tax-Exempt 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):
/X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
24 Federal Street
Boston, Massachusetts 02110
March 1, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of
Shareholders of The Massachusetts Health and Education Tax-Exempt
Trust (the "Fund") to be held at the principal office of the
Fund, 24 Federal Street, Boston, Massachusetts 02110, on Monday,
April 22, 1996 at 3:00 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 the meeting 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,
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.
<PAGE>
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Monday, April 22, 1996
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, 24 Federal Street, Boston, Massachusetts 02110, on Monday,
April 22, 1996 at 3:00 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 Price Waterhouse LLP as
independent accountants of the Fund for the fiscal year
ending December 31, 1996.
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
February 28, 1996 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
Thomas J. Fetter
President
March 1, 1996
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 insure 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.
<PAGE>
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
24 Federal Street
Boston, Massachusetts 02110
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 April 22, 1996 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 March 1, 1996.
The Board of Trustees of the Fund has fixed the close of
business February 28, 1996, 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 February 28, 1996, there
were 2,307,763 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 of 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
an investment banking firm. None of the nominees is affiliated
with or has a material business relationship with the Fund's
investment 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, 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 Trust present and voting at the
Annual Meeting in person or by proxy.
TRUSTEES
Name and Principal Occupation(s) Over
Other Information Past Five Years
APS Share Nominees
James F. Carlin(1) Mr. Carlin is Chairman of the
Age: 55, has been a Massachusetts Board of Higher
Trustee since 1993. Education. He has been Chairman
and CEO of Carlin Consolidated,
Inc., a management company, since
1968. He is also a trustee or
director of various John Hancock
funds and a director of Arbella
Mutual Insurance Co.
Thomas H. Green, III Mr. Green has been First Assistant
Age: 36, has been a Attorney General for the
Trustee since 1993. Commonwealth of Massachusetts since
1992. He was formerly Vice
President for Public Finance of the
First Boston Corporation from 1988
to 1992.
2
Other Nominees
Walter B. Prince Chairman of the Fund, Mr. Prince
Age: 47, has been a has been a partner of the law firm
Trustee since 1993. of Peckham, Lobel, Casey, Prince &
Tye since 1988.
*Edward M. Murphy Mr. Murphy is a Senior Vice
Age: 48, has been a President of Tucker Anthony Inc.
Trustee since 1993. Until July, 1995 he was the
Executive Director of the
Massachusetts Health and
Educational Facilities Authority
since 1989. He was formerly the
Commissioner of the Massachusetts
Department of Health.
James M. Storey Mr. Storey was a partner of the law
Age: 64, has been a firm of Dechert Price & Rhoads,
Trustee since 1993. Boston, Massachusetts, from 1987
until his retirement on December
31, 1993. He is currently a
corporate director. Mr. Storey is
a trustee of various funds
administered by SEI Financial
Management Corporation.
(1) As of February 28, 1996, 1,000 Common Shares were
beneficially owned by Mr. Carlin's spouse.
As of February 28, 1996, the officers owned 900 Common
Shares. No officer of Trustee of the Fund owns shares of the
Fund's APS.
During the fiscal year ended December 31, 1995, the Trustees
of the Fund met six times. During such year each Trustee
attended at least 75% of the meetings of the Board held during
the period for which he was a Trustee. The Board of Trustees has
one standing committee, an Audit Committee. The Audit Committee
is responsible for conferring with the Fund's independent
accountants, reviewing the scope and procedures of the year-end
audit, reviewing the Fund's financial statements and recommending
the selection of the Fund's independent accountants. The Audit
Committee is presently comprised of Messrs. Prince, Storey,
Carlin and Green. The Audit Committee met one time in 1995, with
each member attending such meeting. The Board of Trustees does
not have any standing nominating committee or compensation
committee.
3
Remuneration of Trustees
Trustees, except for Messrs. Green and Murphy, are
compensated at the rate of $7,500 annually, and are reimbursed
for actual out-of-pocket expenses relating to attendance at such
meetings. During the fiscal year ended December 31, 1995,
Trustees were paid fees aggregating $50,000 (for which period the
fee schedule and number of Trustees were higher). The following
table summarizes the compensation paid to Trustees of the Fund
for the fiscal year ended in 1995:
Pension or
Retirement
Benefits Estimated
Accrued as Annual
Aggregate Part of Benefits Total
Name of Compensation Fund Upon Compensation
Trustee from Fund Expenses Retirement from Fund
James F.
Carlin $11,000 none none $11,000
Thomas H.
Green, III none none none none
Edward M.
Murphy none none none none
Walter B.
Prince $11,000 none none $11,000
James M.
Storey $11,000 none none $11,000
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 Price Waterhouse LLP as
independent accountants for the Fund for the fiscal year ending
December 31, 1996. Shareholders are being asked to ratify the
section of Price Waterhouse LLP to perform audit services for the
Fund.
4
Price Waterhouse LLP has acted as independent accountants
for the Fund since the Fund's inception in 1993. The services
provided by Price Waterhouse LLP 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.
Price Waterhouse LLP is not expected to be represented at
the Annual Meeting, but 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 Price Waterhouse LLP as
independent public accountants of the Fund for the fiscal year
ending December 31, 1996.
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,
89 South Street, Boston, MA 02111.
ADDITIONAL INFORMATION
Eaton Vance Management with its principal office at 24
Federal Street, Boston, Massachusetts 02110, serves as the
investment adviser and administrator to the Fund.
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 or telegraph by officers of the Fund, by
personnel of its administrator, Eaton Vance 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, or by broker-
dealer firms, in person, or by telephone or by telegraph will be
borne by the Fund. 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.
5
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 April 22, 1996, 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 major 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 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.
The Fund is mailing to shareholders its annual report for
the fiscal year ended December 31, 1995 concurrent herewith. The
Fund will furnish, without charge a copy of the Fund's Annual
Report and its most recent Semi-Annual Report to any shareholder
upon request. Shareholders desiring to obtain a copy of such
reports should write to the Fund c/o Investors Bank & Trust
Company, 89 South Street, Boston, MA 02111, or call 1-800-553-
1916.
6
SHAREHOLDER PROPOSALS
Any proposals of shareholders that are intended to be
presented at the Fund's 1997 Annual Meeting of Shareholders must
be received at the Fund's principal offices no later than
December 1, 1996 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
March 1, 1996
7
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
Annual Meeting of Shareholders, April 22, 1996
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 "Trust"), hereby appoints
WALTER B. PRINCE, THOMAS J. FETTER and EDWARD M. MURPHY, 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 Trust to be held at 24 Federal Street,
Boston, Massachusetts 02110, on Monday, April 22, 1996 at 3:00
P.M., and at any and all adjournments thereof, and to vote all
Auction Preferred Shares of the Trust 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 Trust. Joint owners should each sign personally.
Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
___________________________________
Signature(s)
<PAGE>
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 appropriate box below, as shown,
using blue or black ink or dark pencil. Do not use red ink. /X /
FOR except WITHHOLD
1. To elect five Trustees of the vote withheld AUTHORITY
Trust as follows: for nominees for all
FOR listed below 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 Price
Waterhouse LLP as independent
accountants of the Trust for
the fiscal year ending December
31, 1996. 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, April 22, 1996
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 "Trust"), hereby appoints WALTER B. PRINCE, THOMAS J.
FETTER and EDWARD M. MURPHY, 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 Trust to
be held at 24 Federal Street, Boston, Massachusetts 02110, on
Monday, April 22, 1996 at 3:00 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Trust
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 Trust. Joint owners should each sign personally.
Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
___________________________________
Signature(s)
<PAGE>
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 appropriate box below, as shown,
using blue or black ink or dark pencil. Do not use red ink. /X /
FOR except WITHHOLD
1. To elect three Trustees of the vote withheld AUTHORITY
Trust as follows: for nominees for all
FOR listed below 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:)
- -------------------------------------
2. To ratify the selection of Price
Waterhouse LLP as independent
accountants of the Trust for
the fiscal year ending December
31, 1996. 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.
