Edgar Filing: MASSACHUSETTS HEALTH & EDUCATION TAX EXEMPT TRUST

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934 (Amendment No. )

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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)

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THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109

March 31, 2003

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 13, 2003 at 1:30 P.M. (Boston
time).

At this meeting, you will be asked to consider the election of Trustees.
The enclosed proxy statement contains additional information regarding the
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. I urge you 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 13, 2003

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 13, 2003 at 1:30 P.M. (Boston
time), for the following purposes:

1. To elect six 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 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 17, 2003 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, 2003
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 13, 2003 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 the election of each Trustee.
This proxy material is being mailed to shareholders on or about March 31, 2003.

The Board of Trustees of the Fund has fixed the close of business on March
17, 2003, 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 17, 2003, there were 2,324,569 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 Item 1 of the Notice of Meeting that 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 Board of Trustees of the Fund has increased the number of Trustees to
six and has proposed that the slate of persons listed in the table set forth
below be elected as Trustees of the Fund. Messrs. Green, Prince, Murphy and
Storey currently serve as Trustees. James F. Carlin III and Thomas J. Fetter are
nominees for election to the Board. If elected, James F. Carlin III will replace
James F. Carlin, a current Trustee who is retiring, and who is not proposed for
election. James F. Carlin III is the son of the current Trustee, Mr. Carlin. 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. 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. Thomas
J. Fetter is an "interested person" as defined in the Investment Company Act of
1940 (the "1940 Act") by reason of his affiliation with Eaton Vance Management
("Eaton Vance"), the Fund's investment adviser and administrator. Eaton Vance is
an indirect, wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a publicly
traded holding company. Eaton Vance and EVC are sometimes referred to
collectively as the "Eaton Vance Organization". Because of his position with

Eaton Vance and his ownership of EVC stock, Mr. Fetter will benefit from the
advisory and administration fees paid by the Fund to Eaton Vance. Mr. Fetter
currently serves as the Fund's President. Mr. Green is an "interested person"
because of his affiliation with a brokerage firm.

ELECTION OF TRUSTEES BY APS AND COMMON SHARES

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 III 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 four 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 majority of the applicable shares of the Fund present and voting at the
Annual Meeting in person or by proxy.

TRUSTEES

The Trustees of The Massachusetts Health & Education Tax-Exempt Trust are
responsible for the overall management and supervision of the Trust's affairs.
The Trustees, nominees for Trustee and principal officers of the Trust are
listed below. Except as indicated, each individual has held the office shown or
other offices in the same company for the last five years.

Number of
Portfolios
in Fund
Term of Complex
Office and Overseen by
Position(s) Length of Trustee or Other Directorships Held
Name, Address Held with Time Principal Occupations Nominee for by Trustee or Nominee for
and Age Fund Served During Past Five Years Trustee Trustee
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APS SHARE NOMINEES

INTERESTED TRUSTEE

THOMAS H. GREEN, III Trustee One Year Managing Director, Salomon Smith One None
Age 43 Trustee Barney ("SSB"), since 2002.
The Eaton Vance Building Since 1993 Formerly, Director in SSB, Public
255 State Street Finance Department (1998-2001).
Boston, MA 02109 Formerly, First Assistant Attorney
General for The Commonwealth of
Massachusetts (1992-1998).
Previously, Vice President, Public
Finance, First Boston Corporation.

NONINTERESTED TRUSTEE

JAMES F. CARLIN III Current One Year Executive Vice President, Managing One None
Age 39 Nominee Partner, Crosspoint Associates,
The Eaton Vance Building for Trustee Inc. (real estate management and
255 State Street development) since 1993. Board of
Boston, MA 02109 Directors, Chart Bank since 1996.
Principal of Alpha Analytical Inc.
since 2000. Former Director of
Carlin Insurance.

INTERESTED TRUSTEE

THOMAS J. FETTER President President Vice President of Eaton Vance and One None
Age 59 and since 1996 Boston Management and Research
The Eaton Vance Building Current ("BMR") an indirect wholly-owned
255 State Street Nominee subsidiary of EVC. Officer of 127
Boston, MA 02109 for Trustee registered investment companies
managed by Eaton Vance and BMR.

NONINTERESTED TRUSTEES

WALTER B. PRINCE Chairman One Year Partner of the law firm of Prince, One None
Age 54 and Trustee Trustee Lobel, Glovsky & Tye LLP, since
The Eaton Vance Building Since 1993 1988. Board of Directors,
255 State Street OneUnited Bank.
Boston, MA 02109

EDWARD M. MURPHY Trustee One Year President and Chief Executive One None
Age 55 Trustee Officer of Alliance Health
The Eaton Vance Building Since 1993 Incorporated, since March 1999.
255 State Street Formerly, President and Chief
Boston, MA 02109 Operating Officer of Olympus
Healthcare Group, Inc.; Senior
Vice President of Tucker Anthony
Inc. (1995-1997); and the
Executive Director of the
Massachusetts Health and
Educational Facilities Authority
(1989-1995). Previously,
Commissioner of the Massachusetts
Department of Mental Health.

JAMES M. STOREY Trustee One Year Corporate Trustee/Director of One Trustee of the State
Age 71 Trustee various organizations and Street Research Funds
The Eaton Vance Building Since 1993 corporations, including The U.S. (consisting of 30
255 State Street Charitable Gift Trust (a portfolios) and the SEI
Boston, MA 02109 charitable organization sponsored Investments Funds
by Eaton Vance Management), and a (consisting of 104
practicing attorney. Formerly, a portfolios).
Partner of the law firm of
Dechert, Price & Rhoads
(1987-1993).

The following table shows the dollar range of shares beneficially owned by
each Trustee or nominee in the Fund as of March 17, 2003:

Dollar Range of
Name of Trustee or Nominee Fund Shares Held
--------------------------------------------------------------------------

James F. Carlin III(2) None
Thomas J. Fetter(1) $10,001 - $50,000
Thomas H. Green, III(1) $10,001 - $50,000
Walter B. Prince(2) $1 - $10,000
Edward M. Murphy(2) $1 - $10,000
James M. Storey(2) $1 - $10,000

(1) Interested Trustee
(2) Noninterested Trustee

As of March 17, 2003, Robert B. MacIntosh, Vice President and portfolio
manager of the Fund, owned 400 Common Shares. No officer or Trustee of the Fund
owns any of the Fund's APS.

BOARD MEETINGS AND COMMITTEES

During the fiscal year ended December 31, 2002, the Trustees of the Fund
met four times. The Board of Trustees has one standing committee, an Audit
Committee. The Audit Committee met twice in 2002. Each of the Trustees attended
at least 75% of such Board and committee meetings on which he serves. The Board
of Trustees does not have a standing nominating committee or a compensation
committee.

James F. Carlin, Edward M. Murphy, Walter B. Prince and James M. 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 independent certified public accountants, and
reviewing matters related to accounting and auditing practices and procedures,
accounting records and internal accounting controls. The Fund has adopted a
written charter for its Audit Committee. A copy of the Audit Committee's Charter
was included as an appendix to the proxy statement used in connection with the
Fund's Annual Meeting of Shareholders held May 15, 2001. Set forth below under
"Additional Information" is the Audit Committee's Report.

REMUNERATION OF TRUSTEES

The fees and expenses of Trustees who are not members of the Eaton Vance
Organization will be paid by the Fund. These Trustees are currently compensated
at the rate of $5,000 annually. The Trustees are reimbursed for actual
out-of-pocket expenses relating to attendance at such meetings. For the fiscal
year ended December 31, 2002, no reimbursements for out-of-pocket expenses were
made. During the fiscal year ended December 31, 2002, Trustees were paid fees
aggregating $25,000. The following table summarizes the compensation paid to
Trustees of the Fund for the fiscal year ended December 31, 2002:

Pension or
Retirement Estimated
Aggregate Benefits Accrued Annual Total
Name of Compensation as Part of Benefits Upon Compensation
Trustee from Fund Fund Expenses Retirement from Fund
------- --------- ------------- ---------- ---------

James F. Carlin(1) $5,000 none none $5,000

Thomas H. Green, III $5,000 none none $5,000

Edward M. Murphy $5,000 none none $5,000

Walter B. Prince $5,000 none none $5,000

James M. Storey $5,000 none none $5,000

(1)James F. Carlin is retiring and is not standing for re-election as a Trustee.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
THE SIX NOMINEES TO THE FUND'S BOARD OF TRUSTEES.

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 Fund's
audited financial statements for fiscal year 2002 with Fund management. The
Audit Committee also discussed with the independent accountants 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 the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees), and discussed with the independent
accountants 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, 2002 for filing with the Securities and Exchange Commission.

James F. Carlin
Edward M. Murphy
Walter B. Prince
James M. Storey

AUDITORS, AUDIT FEES AND ALL OTHER FEES. PricewaterhouseCoopers LLP ("PWC"), 160
Federal Street, Boston, Massachusetts 02110, served as the Fund's independent
accountants for fiscal year 2002. For the most recent fiscal year, the Fund
accrued an aggregate of $25,500 in audit fees and $9,050 in non-audit fees to be
paid to PWC. PWC also provides services to 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 PWC's non-audit services is
compatible with maintaining the auditor's independence.

Effective March 17, 2003, upon the recommendation of the Fund's Audit
Committee, the Board approved the engagement of Deloitte & Touche LLP ("D&T"),
200 Berkeley Street, Boston, Massachusetts 02116, as the Fund's independent
auditors for the 2003 fiscal year, replacing PWC. During the two previous fiscal
years, PWC's audit reports on the Fund's financial statements did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles. Further, in connection
with PWC's audits for the two previous fiscal years, there were no disagreements
between the Fund and PWC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of PWC, would have caused it to refer to the
disagreements in its report on the financial statements for such years. Lastly,
during the last two fiscal years, there were no reportable events as described
in Item 304(a)(1)(v) of the Securities and Exchange Commission Regulation S-K.

D&T also provides services to numerous other investment companies sponsored
by Eaton Vance and serves as EVC's auditors. Total fees paid to D&T by EVC (and
its affiliates) for the most recent fiscal year ended October 31, 2002 were
$816,946. The Audit Committee and Board of Trustees of the Fund are aware that
D&T provides services to the Eaton Vance Organization.

PWC and D&T are expected to be represented at the Annual Meeting, but, if
not, a representative of each firm will be available by telephone should the
need for consultation arise. Representatives of PWC and D&T will have the
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.

OFFICERS OF THE FUND. The officers of the Fund and their length of service are
set forth below. Because of their positions with Eaton Vance and their ownership
of EVC stock, the officers of the Fund will benefit from the advisory and
administration fees paid by the Fund to Eaton Vance.

Term of
Position(s) Office and
Name, Address Held with Length of PRINCIPAL OCCUPATIONS
and Age (1) Fund Time Served DURING PAST FIVE YEARS (2)
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Principal Officers Who Are Not Trustees or Nominees for Trustee

ROBERT B. MACINTOSH Vice Vice Vice President of Eaton Vance and BMR. Officer of 126 registered investment
Age 46 President President companies managed by Eaton Vance and BMR.
and Since 1996
Portfolio
Manager

JAMES M. WALL Secretary Secretary Vice President of Eaton Vance and BMR, since 2001. Formerly, Senior Vice
Age 40 Since 2001 President and Deputy General Counsel, CDC IXIS Asset Management (1999-2001),
and Senior Legal Counsel, Fidelity Investments (1997-1999).

KRISTIN S. ANAGNOST Treasurer Treasurer Assistant Vice President of Eaton Vance and BMR. Officer of 109 registered
Age 37 Since 2001 investment companies managed by Eaton Vance and BMR.

(1) The business address of each officer is The Eaton Vance Building, 255 State
Street, Boston, MA 02109.
(2) Includes both master and feeder funds in a master-feeder structure.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. During the Fund's
fiscal year ended December 31, 2002, James F. Carlin, Trustee, did not file in a
timely manner one report required to be filed under Section 16(a) of the
Securities Exchange Act of 1934 regarding the purchase of shares of the Fund.

INVESTMENT ADVISER AND ADMINISTRATOR. Eaton Vance 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 Fund's 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 $5,800.

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 Proposal 1, it will be voted for the
matters specified on the proxy card. All shares that are voted and votes to
ABSTAIN will be counted towards establishing a quorum, as will broker non-votes.
(Broker non-votes are shares for which (i) the beneficial owner has not voted
and (ii) the broker holding the shares does not have discretionary authority to
vote on the particular matter.) Accordingly, abstentions and broker non-votes
will assist the Fund in obtaining a quorum.

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
13, 2003, 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.

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 2004 Annual Meeting of Shareholders must be received at the Fund's
principal offices no later than December 1, 2003 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, 2003

THE EATON VANCE GROUP OF FUNDS
C/O PROXY TABULATOR
P.O. BOX 9132
HINGHAM, MA 02043

THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
HOLDERS OF AUCTION PREFERRED SHARES
ANNUAL MEETING OF SHAREHOLDERS, MAY 13, 2003
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

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 JAMES M. WALL, 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 13, 2003 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, SIGN AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

DATE:________________________

__________________________________
Signature(s) (SIGN IN THE BOX)

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.

Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.

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 PROPOSAL 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.

1. To elect six 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 III and Thomas H. Green, III

(b) Election of remaining four Trustees to [ ] [ ] [ ]
represent all shareholders:

Thomas J. Fetter, 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:)

--------------------------------------------------

HAS YOUR ADDRESS CHANGED?
Mark box at right [ ]
________________________________ if comments or
address change
________________________________ have been noted
on this card.
________________________________

PLEASE SIGN ON REVERSE SIDE

THE EATON VANCE GROUP OF FUNDS
C/O PROXY TABULATOR
P.O. BOX 9132
HINGHAM, MA 02043

THE MASSACHUSETTS HEALTH & EDUCATION TAX-EXEMPT TRUST
HOLDERS OF COMMON SHARES
ANNUAL MEETING OF SHAREHOLDERS, MAY 13, 2003
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

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 JAMES M. WALL, 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 13, 2003 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, SIGN AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

DATE: ____________________

__________________________________
Signature(s) (SIGN IN THE BOX)

Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.

1. To elect four Trustees of the FOR except WITHHOLD
Fund as follows: vote withheld AUTHORITY
for nominees for all
FOR listed at left nominees

Thomas J. Fetter, 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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PLEASE SIGN ON REVERSE SIDE