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
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
March 31, 1997
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 Tuesday, May 20, 1997 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.
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THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 20, 1997
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 Tuesday, May 20, 1997 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 Price Waterhouse LLP as independent
accountants of the Fund for the fiscal year ending December 31, 1997.
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 24, 1997 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
March 31, 1997
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 May 20, 1997 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 31, 1997.
The Board of Trustees of the Fund has fixed the close of business March 24,
1997, 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 24, 1997, 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 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 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.
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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 Fund 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 Massachusetts Board of Higher
Age: 56, has been a Education. He has been Chairman and CEO of Carlin
Trustee since 1993. 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 Attorney General for the
Age: 37, has been Commonwealth of Massachusetts since 1992. He was formerly
Trustee since 1993. Vice President for Public Finance of the First Boston
Corporation from 1988 to 1992.
OTHER NOMINEES
WALTER B. PRINCE(2) Chairman of the Fund, Mr. Prince has been a partner of the
Age: 48, has been law firm of Peckham, Lobel, Casey, Prince & Tye since 1988.
a Trustee since
1993.
*EDWARD M. MURPHY Mr. Murphy is a Senior Vice President of Tucker Anthony
Age: 49, has been Inc. He was formerly the Executive Director of the
a Trustee since Massachusetts Health and Educational Facilities Authority
1993. 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 Dechert Price
Age: 65, has been & Rhoads, Boston, Massachusetts, from 1987 until his
a Trustee since retirement on December 31, 1993. He is currently a
1993. corporate director. Mr. Storey is a trustee of various
funds administered by SEI Financial Management Corporation.
(1) As of March 24, 1997, 2,000 Common Shares were beneficially owned by
Mr. Carlin's spouse.
(2) As of March 24, 1997, 145 Common Shares were beneficially owned by
Mr. Prince.
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As of March 24, 1997, the officers owned 1,400 Common Shares. No officer or
Trustee of the Fund owns shares of the Fund's APS.
During the fiscal year ended December 31, 1996, the Trustees of the Fund
met four times. Each Trustee attended at least 75% of such meetings. 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 two times in 1996. The Board of Trustees does not
have any standing nominating committee or compensation committee.
REMUNERATION OF TRUSTEES
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. During the fiscal year ended December 31, 1996,
Trustees were paid fees aggregating $22,500. Beginning in 1997, Mr. Murphy will
begin receiving compensation. The following table summarizes the compensation
paid to Trustees of the Fund for the fiscal year ended December 31, 1996:
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 none none none none
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 Price Waterhouse LLP as independent
accountants for the Fund for the fiscal year ending December 31, 1997.
Shareholders are being asked to ratify the selection of Price Waterhouse LLP to
perform audit services for the Fund.
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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 ACCOUNTANTS OF THE FUND FOR THE FISCAL YEAR
ENDING DECEMBER 31, 1997.
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
OFFICERS OF THE FUND
The officers of the Fund, with their ages indicated in parenthesis, are as
follows: Thomas J. Fetter (53), President, and Vice President of Eaton Vance;
Robert B. MacIntosh (40), Vice President and Portfolio Manager, and Vice
President of Eaton Vance; Eric G. Woodbury (39), Secretary, and Vice President
of Eaton Vance; and James L. O'Connor (52), Treasurer, and Vice President of
Eaton Vance. All officers of the Fund have served in that capacity since January
5, 1996. All of the officers of the Fund have been employed by Eaton Vance or
their predecessors for more than five years except Mr. Woodbury who was an
associate attorney at Dechert, Price & Rhoads prior to February 1993. 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.
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.
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<PAGE>
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
20, 1997, 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 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 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.
SHAREHOLDER PROPOSALS
Any proposals of shareholders that are intended to be presented at the
Fund's 1998 Annual Meeting of Shareholders must be received at the Fund's
principal offices no later than December 1, 1997 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 31, 1997
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<PAGE>
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
ANNUAL MEETING OF SHAREHOLDERS, MAY 20, 1997
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
24 Federal Street, Boston, Massachusetts 02110, on Tuesday, May 20, 1997 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.
______________________________
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 ]
1. To elect five Trustees of the FOR except WITHHOLD
Fund as follows: vote withheld AUTHORITY
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 Fund for the fiscal year For Against Abstain
ending December 31, 1997. [ ] [ ] [ ]
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.
<PAGE>
THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
ANNUAL MEETING OF SHAREHOLDERS, MAY 20, 1997
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 24
Federal Street, Boston, Massachusetts 02110, on Tuesday, May 20, 1997 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.
_____________________________
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 ]
1. To elect three Trustees of the FOR except WITHHOLD
Fund as follows: vote withheld AUTHORITY
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 Fund for the
fiscal year ending December
31, 1997. 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.
