Form N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-07660
The Massachusetts Health & Education Tax-Exempt Trust
-----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
-----------------------------------------------------------------------
(Address of Principal Executive Offices)
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
-----------------------------------------------------------------------
(Name and Address of Agent for Services)
(617) 482-8260
-----------------------------------------------------------------------
(Registrant's Telephone Number)
December 31
-----------------------------------------------------------------------
Date of Fiscal Year End
June 30, 2004
-----------------------------------------------------------------------
Date of Reporting Period
=======================================================================
Item 1. Reports to Stockholders
[EATON VANCE LOGO]
[PHOTO: Wall of Educational Institution]
Semiannual Report June 30, 2004
[PHOTO: Highway]
THE
MASSACHUSETTS
HEALTH &
EDUCATION
TAX-EXEMPT
TRUST
[PHOTO: Boston, MA Skyline]
PRIVACY NOTICE
The Eaton Vance organization is committed to ensuring your financial
privacy. This notice is being sent to comply with privacy regulations of
the Securities and Exchange Commission. The financial institution above has
in effect the following policy with respect to nonpublic personal
information about its customers:
* Only such information received from you, through application forms or
otherwise, and information about your Eaton Vance fund transactions will be
collected.
* None of such information about you (or former customers) will be
disclosed to anyone, except as permitted by law (which includes disclosure
to employees necessary to service your account).
* Policies and procedures (including physical, electronic and procedural
safeguards) are in place that are designed to protect the confidentiality
of such information.
For more information about Eaton Vance's privacy policies, call:
1-800-262-1122.
=====================
IMPORTANT NOTICE
REGARDING DELIVERY OF
SHAREHOLDER DOCUMENTS
The Securities and Exchange Commission permits funds to deliver only one
copy of shareholder documents, including prospectuses, proxy statements and
shareholder reports, to fund investors with multiple accounts at the same
residential or post office box address. This practice is often called
"householding" and it helps eliminate duplicate mailings to shareholders.
Eaton Vance, or your financial adviser, may household the mailing of your
documents indefinitely unless you instruct Eaton Vance, or your financial
adviser, otherwise.
If you would prefer that your Eaton Vance documents not be householded,
please contact Eaton Vance at 1-800-262-1122, or contact your financial
adviser.
Your instructions that householding not apply to delivery of your Eaton
Vance documents will be effective within 30 days of receipt by Eaton Vance
or your financial adviser.
---------------------------------------------------------------------------
From time to time, funds are required to vote proxies related to the
securities held by the funds. The Eaton Vance Funds or their underlying
Portfolios vote proxies according to a set of policies and procedures
approved by the Funds' and Portfolios' Boards. You may obtain a description
of these policies and procedures without charge, upon request, by calling
1-800-262-1122. This description is also available on the Securities and
Exchange Commission's website at http://www.sec.gov.
---------------------------------------------------------------------------
The Massachusetts Health & Education Tax-Exempt Trust as of June 30, 2004
LETTER TO SHAREHOLDERS
[PHOTO WITH CAPTION "Thomas J. Fetter, President"]
The municipal bond market consists of a broad array of bond issues, with
widely varying features and performance characteristics that may make them
appropriate for a specific investment scenario. In this edition of our
continuing educational series, we will feature zero coupon bonds -- a
variety of bond that has seen increasing use by investors over the past 20
years -- and discuss why they can provide flexibility in managing a bond
portfolio.
The 1980's brought new variations to
the bond market...
Any discussion of zero coupon bonds should start with the term "coupon."
Traditionally, bonds were issued in certificate form, with interest coupons
attached, which the owner would clip and present for payment. The coupon
rate indicates the rate of annual interest the issuer pays to the
bondholder. For example, a $1,000 bond with a 5% coupon makes two
semiannual interest payments of $25 each.
Today, most bonds are issued as "book-entry bonds," registered in the
owner's name, but not delivered in certificate form. That change has not
only replaced the antiquated coupon-clipping system, but also encouraged
the development of new types of bonds -- including zero coupon bonds,
introduced in 1982.
Zero-coupons: no interest payments,
but a predictable lump-sum payment
at maturity...
Zero coupon bonds do not have coupons attached and do not make regular
interest payments. Instead, they are issued at a discount, usually well
below par, or face value. As with coupon bonds, the bondholder receives
face value if the bond is held to its maturity date. Over time -- from its
issuance to its maturity -- zero coupon bonds accrete to par, meaning that
their price appreciates over time to reflect the accrual of "imputed"
compound interest. An investor holding a zero coupon bond to maturity
receives a lump sum payment from the issuer for face value reflecting the
initial investment plus interest that has accrued. Although zero coupon
bonds do not pay any interest until they mature, the accrual of "imputed"
compound interest is recognized currently.
Zero coupon bonds provide portfolio
managers additional flexibility...
For a portfolio manager, zero coupons can play a useful strategic role.
Like other bonds, zero coupon bond prices are affected by market
conditions, changes in an issuer's underlying fundamentals and fluctuations
in interest rates. Because they pay no coupon or periodic interest
payments, they typically display more price sensitivity than other bonds in
response to changes in interest rates. Therefore, zero coupon bonds can
provide more appreciation potential in a declining interest rate
environment. Of course, zero coupons display increased downside volatility
in the event of an increase in interest rates.
Some zero coupon bonds start out as coupon-bearing bonds, which are then
deposited with a trustee and subsequently "stripped" of their coupons. New
securities are then created from principal and coupon payments. This allows
an investor to choose a maturity to match the time when funds will be
needed. Moreover, because of their many permutations, zero coupon bonds can
help balance income-oriented bonds with performance-oriented zero coupons,
providing more versatility in managing a municipal portfolio.
Tax-exempt bonds continue to offer
opportunities for issuers and investors
alike...
Throughout its history, the municipal market has helped finance public
projects and has pioneered new financing options for issuers -- such as
zero coupon bonds -- that offer new opportunities for investors. We at
Eaton Vance remain confident that the market will continue to offer more
such opportunities and we emphasize our continued commitment to this
exciting market.
Sincerely,
/s/ THOMAS J. FETTER
Thomas J. Fetter
President
August 9, 2004
---------------------------------------------------------------------------
Shares of the Trust are not insured by the FDIC and are not deposits or
other obligations of, or guaranteed by, any depository institution. Shares
are subject to investment risks, including possible loss of principal
invested. Yields will vary.
---------------------------------------------------------------------------
The Massachusetts Health & Education Tax-Exempt Trust as of June 30, 2004
MARKET RECAP
The U.S. economy strengthened significantly in the six months ended June 30,
2004. Despite sometimes unsettling news from Iraq, consumers continued to
spend, while businesses began to renew capital spending programs. Not
surprisingly, amid a strengthening economy and rising inflation, the bond
markets gave back some of their gains from the previous year.
The construction and business service sectors were
among the leaders in job growth...
The nation's Gross Domestic Product grew by 3.0% in the second quarter of
2004, following a 4.5% rise in the first quarter. New momentum was apparent
across the entire economy. Retail sales improved markedly, as consumers
gained more confidence from an improving job outlook. Manufacturing
activity gained strength, with new orders and industrial production
significantly stronger than in 2003. Demand for advanced technology
products picked up, as businesses made purchases long-delayed by prior
doubts about the strength of the recovery.
Consistent with an improving economy, demand rose for key industrial
components, such as metals, energy and chemicals, while factories operated
at higher capacity rates. The residential construction sector continued to
create jobs, despite a rise in mortgage rates in recent months. However,
the commercial segment of the real estate market remained depressed.
Conditions in the agricultural sector generally improved, as farmers
received higher prices for many products.
Having lagged the initial upturn, job growth has
returned in recent months...
Rising job growth was among the key developments during the six-month
period. While monthly labor data can be quite volatile, recent trends
suggest a favorable turn in the labor market. The nation's unemployment
rate was 5.6% in June 2004, down from 6.3% a year earlier. The economy
produced jobs in technology, apparel, finance, construction, retail and
manufacturing.
Interest rates moved higher, as the
Federal Reserve promised to battle inflation...
Inflation re-emerged as a concern to investors and the Federal Reserve.
Record-high oil prices pushed the price of gasoline above $2 a gallon,
while food costs edged higher, together with those of many raw materials
used in industrial processes. The Federal Reserve has maintained a close
watch on employment and price data. After holding its benchmark Federal
Funds rate steady for more than a year, the Federal Reserve raised rates by
25 basis points on June 30, 2004, the first such increase since May 2000.
The municipal bond market performed generally in line with the Treasury
market during the six-month period ended June 30, 2004. Ten-year Treasury
bond yields -- which were around 3.95% at December 31, 2003 -- rose to
4.60% by June 30, 2004, while 10-year municipal yields rose from 3.85% to
4.20%. Amid increasing signs of inflation and an upward trend in interest
rates, the Lehman Brothers Municipal Bond Index retreated slightly during
the six months ended June 30, 2004, posting a total return of -0.68%.1
----------------------------------------------------------------------------
Trust Information
as of June 30, 2004
Performance 2
----------------------------------------------------------------------------
Average Annual Total Returns (by share price, American Stock Exchange)
----------------------------------------------------------------------------
One Year -4.99%
Five Years 5.37
Ten Years 6.14
Life of Fund (7/23/93) 4.75
Average Annual Total Returns (by net asset value)
----------------------------------------------------------------------------
One Year 1.37%
Five Years 6.11
Ten Years 6.89
Life of Fund (7/23/93) 5.57
1 It is not possible to invest directly in an Index. 2 Performance results
reflect the effect of leverage resulting from the Trust's issuance of
Auction Preferred Shares. In the event of a rise in long-term interest
rates, the value of the Trust's investment portfolio could decline, which
would reduce the asset coverage for its Auction Preferred Shares.
Past performance is no guarantee of future results. Returns are
historical and are calculated by determining the percentage change in net
asset value with all distributions reinvested. Investment return and
principal value will fluctuate so that shares, when sold, may be worth
more or less than their original cost. Performance is for the stated time
period only; due to market volatility, the Trust's current performance
may be lower or higher than quoted. Yield will vary.
----------------------------------------------------------------------------
The views expressed in this report are those of Eaton Vance Management and
are current only through the end of the period of the report as stated on
the cover. These views are subject to change at any time based upon market
or other conditions, and Eaton Vance Management disclaims any responsibility
to update such views. These views may not be relied on as investment advice
and, because investment decisions are based on many factors, may not be
relied on as an indication of trading intent on behalf of any fund.
----------------------------------------------------------------------------
The Massachusetts Health & Education Tax-Exempt Trust as of June 30, 2004
MANAGEMENT DISCUSSION
[PHOTO WITH CAPTION "Robert B. MacIntosh, Portfolio Manager"]
Management Discussion
--------------------------------------------------------------------------
* Recovering from losses in the past two years, the Massachusetts economy
gained renewed momentum in the first half of 2004. Finance and technology
companies replaced some of their previous job cuts, while residential
housing created additional jobs in the construction sector. The
Commonwealth's June 2004 jobless rate was 5.2%, lower than the national
rate, and below the 5.8% rate of a year ago.
* Education and insured* education bonds were among the Trust's largest
weightings at June 30, 2004. Management was able to take advantage of
fairly active new issuance of education issues. The Trust's investments
included some of the Commonwealth's most respected colleges and preparatory
schools.
* With the Massachusetts hospital industry continuing to face reimbursement
pressures, the Trust remained very selective within the sector, focusing on
facilities with superior finances. The Trust sold issues of some facilities
whose cost pressures could make them vulnerable to potential credit rating
downgrades.
* Escrowed bonds were a major commitment for the Trust. Pre-refunded and
backed by Treasury bonds, escrowed issues are deemed high quality, are
valued by investors in any credit environment and often carry above-average
coupons relative to other municipal bonds.
* Amid very narrow quality spreads -- the yield differential between bonds
of varying quality -- the Trust maintained a high average quality rating.
The Trust also made adjustments to coupon structure, as necessary, in
response to market conditions and the changing interest rate climate.
The Trust
--------------------------------------------------------------------------
Performance for the Past Six Months
* Based on share price (traded on the American Stock Exchange), the Trust
had a total return of -10.63% for the six months ended June 30, 2004. That
return was the result of a decrease in share price from $15.26 on December
31, 2003 to $13.22 on June 30, 2004, and the reinvestment of $0.434 in
regular monthly dividends.1
* Based on net asset value, the Trust had a total return of -0.48% for the
six months ended June 30, 2004. That return was the result of a decrease in
net asset value from $13.91 on December 31, 2003 to $13.42 on June 30,
2004, and the reinvestment of all distributions.
* Based on most recent dividend and a share price of $13.22, the Trust had
a market yield of 6.56% at June 30, 2004.2 The Trust's market yield is
equivalent to a taxable yield of 10.66%.3
* On June 30, 2004, the Trust's share price on the American Stock Exchange
traded at a 1.5% discount to its underlying net asset value.
--------------------------------------------------------------------------
The Board of Trustees of The Massachusetts Health & Education Tax-Exempt
Trust has voted to appoint Fund Asset Management, L.P. (FAM) as the Trust's
investment advisor and Princeton Administrators, L.P. (Princeton) as the
Trust's administrator. FAM and Princeton will succeed Eaton Vance
Management in those capacities effective September 1, 2004.
--------------------------------------------------------------------------
Rating Distribution 4,5
--------------------------------------------------------------------------
By total investments
[The pie chart provides a breakdown of total investments by quality
weightings as follows: AAA 40.4%, AA 15.4%, A 14.0%, BBB 17.4%, BB 1.2%
and Non-Rated 11.6%.]
--------------------------------------------------------------------------
Trust Overview 4
--------------------------------------------------------------------------
Number of Issues 52
Average Maturity 25.1 Years
Effective Maturity 16.0 Years
Average Rating A+
Average Call 8.4 Years
Average Dollar Price $101.80
1 A portion of the Trust's income may be subject to federal and state
income tax and/or federal alternative minimum tax.
2 The Trust's market yield is calculated by dividing the most recent
dividend per share by the share price at the end of the period and
annualizing the result.
3 Taxable-equivalent yield assumes maximum 38.45% combined federal and
state income tax rate. A lower rate would result in a lower tax-equivalent
figure.
4 Because the Trust is actively managed, Rating Distribution and Trust
Overview are subject to change.
5 Rating Distribution is determined by dividing the total market value
of the issues by the total investments of the Trust.
Past performance is no guarantee of future results. Investment return and
market price will fluctuate so that shares, when sold, may be worth more or
less than their original cost.
* Private insurance does not remove the risk of loss of principal
associated with insured investments due to changes in market conditions.
The Massachusetts Health & Education Tax-Exempt Trust as of June 30, 2004
PORTFOLIO OF INVESTMENTS (Unaudited)
Tax-Exempt Investments -- 128.1%
Ratings (Unaudited) Principal
----------------------------- Amount
Standard (000's
Moody's & Poor's Omitted) Security Value
---------------------------------------------------------------------------------------------------------
Education -- 42.2%
---------------------------------------------------------------------------------------------------------
NR A $ 1,100 Massachusetts DFA, Belmont Hill School,
5.00%, 9/1/31 $ 1,071,224
A3 BBB+ 1,500 Massachusetts DFA, Boston University,
5.45%, 5/15/59 1,480,560
NR BBB 1,000 Massachusetts DFA, Massachusetts College of
Pharmacy and Health Sciences,
5.75%, 7/1/33 1,007,030
A1 NR 400 Massachusetts DFA, Middlesex School,
5.00%, 9/1/33 388,028
Baa2 BBB 400 Massachusetts DFA, Suffolk University,
5.75%, 7/1/19 411,004
NR BBB 600 Massachusetts DFA, Western New England
College, 5.875%, 12/1/22 609,066
NR BBB- 540 Massachusetts DFA, Wheeler School,
6.50%, 12/1/29 556,929
Baa2 NR 250 Massachusetts DFA, Xaverian Brothers
High School, 5.65%, 7/1/29 251,578
Aa3 AA- 1,500 Massachusetts HEFA, Boston College,
5.125%, 6/1/37 1,488,600
Aaa AAA 1,800 Massachusetts HEFA, Harvard University,
5.125%, 7/15/37 1,790,010
Aaa AAA 500 Massachusetts HEFA, Massachusetts Institute
of Technology, 5.00%, 7/1/23 520,315
Aa1 AA+ 1,750 Massachusetts HEFA, Wellesley College,
5.00%, 7/1/33 1,724,958
NR NR 1,420 Massachusetts HEFA, Wheaton College,
6.00%, 1/1/18 (1) 1,502,175
Baa1 NR 400 Massachusetts IFA, Wentworth Institute
of Technology, 5.75% 10/1/28 405,468
---------------------------------------------------------------------------------------------------------
$ 13,206,945
---------------------------------------------------------------------------------------------------------
Escrowed/Prerefunded -- 9.9%
---------------------------------------------------------------------------------------------------------
Aaa AA+ $ 1,500 Massachusetts HEFA, Daughters of Charity,
6.10%, 7/1/14,
Prerefunded to 7/1/06 $ 1,573,515
Aa2 NR 1,000 Massachusetts HEFA, Youville House,
6.25%, 2/15/41,
Prerefunded to 2/15/07 1,112,180
Aaa A 1,000 Rail Connections Inc., MA, (ACA),
0.00%, 7/1/20,
Prerefunded to 7/1/09 422,700
---------------------------------------------------------------------------------------------------------
$ 3,108,395
---------------------------------------------------------------------------------------------------------
Health Care -- 1.2%
---------------------------------------------------------------------------------------------------------
NR NR $ 425 Massachusetts DFA, MCHSP,
6.60%, 8/15/29 $ 373,758
---------------------------------------------------------------------------------------------------------
Hospitals -- 14.9%
---------------------------------------------------------------------------------------------------------
A1 A+ $ 1,000 Massachusetts HEFA, Baystate Medical
Center, 5.75%, 7/1/33 $ 1,018,920
NR BBB+ 350 Massachusetts HEFA, Berkshire
Health Systems, 6.25%, 10/1/31 355,733
NR A- 800 Massachusetts HEFA, Covenant Health,
6.00%, 7/1/22 838,432
NR A- 400 Massachusetts HEFA, Covenant Health,
6.00%, 7/1/31 412,408
Baa2 BBB- 1,000 Massachusetts HEFA, Milford-Whitinsville,
6.35%, 7/15/32 1,004,260
Aa3 AA- 1,000 Massachusetts HEFA, Partners Healthcare,
5.75%, 7/1/32 1,036,290
---------------------------------------------------------------------------------------------------------
$ 4,666,043
---------------------------------------------------------------------------------------------------------
Industrial Development Revenue -- 4.8%
---------------------------------------------------------------------------------------------------------
Baa1 BBB $ 1,500 Massachusetts IFA, General Motors,
5.55%, 4/1/09 $ 1,501,770
---------------------------------------------------------------------------------------------------------
Insured Education -- 15.2%
---------------------------------------------------------------------------------------------------------
Aaa AAA $ 400 Massachusetts DFA, Olin College, (XLCA),
5.25%, 7/1/33 $ 400,424
Aaa AAA 700 Massachusetts DFA, WGBH Educational
Foundation, (AMBAC), 5.75%, 1/1/42 778,253
Aaa AAA 700 Massachusetts DFA, WGBH Educational
Foundation, (AMBAC), 5.375%, 1/1/42 714,406
Aaa AAA 775 Massachusetts HEFA, Simmons College,
(FGIC), 5.00%, 10/1/33 763,809
Aaa AAA 230 Massachusetts HEFA, University of
Massachusetts Amherst, (FGIC),
5.125%, 10/1/34 230,395
Aaa AAA 825 Massachusetts State College Building
Authority, (XLCA), 5.50%, 5/1/39 881,826
Aaa AAA 1,000 University of Massachusetts Building
Authority, (AMBAC), 5.125%, 11/1/34 999,620
---------------------------------------------------------------------------------------------------------
$ 4,768,733
---------------------------------------------------------------------------------------------------------
Insured Hospitals -- 15.0%
---------------------------------------------------------------------------------------------------------
Aaa AAA $ 1,225 Massachusetts HEFA, Addison Gilbert
Hospital, (MBIA), 5.75%, 7/1/23 $ 1,239,969
Aaa AAA 800 Massachusetts HEFA, Baystate Medical
Center, (FSA), 6.00%, 7/1/26 861,776
Aaa AAA 1,000 Massachusetts HEFA, Berkshire Health
Systems, (MBIA), 6.00%, 10/1/19 1,061,790
Aaa AAA 500 Massachusetts HEFA, Mt. Auburn Hospital,
(MBIA), 6.25%, 8/15/14 512,715
Aaa AAA 500 Massachusetts HEFA, New England Medical
Center, (FGIC), 5.00%, 5/15/22 503,695
Aaa AAA 100 Massachusetts HEFA, Partners Healthcare,
(MBIA), 5.375%, 7/1/24 101,770
NR AAA 395 Massachusetts HEFA, Valley Regional
Health System, (CLEE), 5.75%, 7/1/18 403,801
---------------------------------------------------------------------------------------------------------
$ 4,685,516
---------------------------------------------------------------------------------------------------------
Insured Public Power -- 2.2%
---------------------------------------------------------------------------------------------------------
Aaa NR $ 500 Puerto Rico Electric Power Authority, (MBIA),
Variable Rate, 7/1/16(3)(4) $ 683,130
---------------------------------------------------------------------------------------------------------
Insured Special Tax -- 4.6%
---------------------------------------------------------------------------------------------------------
NR NR $ 1,000 Puerto Rico IFA, (AMBAC), Variable Rate,
7/1/28(2)(3) $ 1,004,570
NR AAA 420 Puerto Rico IFA, (AMBAC), Variable Rate,
7/1/28(3)(4) 422,881
---------------------------------------------------------------------------------------------------------
Insured Water & Sewer -- 1.7%
---------------------------------------------------------------------------------------------------------
Aaa AAA $ 500 Massachusetts Water Resources Authority,
(FGIC), 5.75%, 8/1/39 $ 531,635
---------------------------------------------------------------------------------------------------------
Life Care -- 3.8%
---------------------------------------------------------------------------------------------------------
NR BBB- $ 855 Massachusetts DFA, Edgecombe Project,
6.75%, 7/1/21 $ 881,659
NR NR 340 Massachusetts IFA, Forge Hill,
6.75%, 4/1/30 315,047
---------------------------------------------------------------------------------------------------------
$ 1,196,706
---------------------------------------------------------------------------------------------------------
Miscellaneous -- 4.1%
---------------------------------------------------------------------------------------------------------
Ba2 BB $ 495 Massachusetts HEFA, Learning Center
for the Deaf, 6.125%, 7/1/29 $ 471,037
NR AAA 700 Puerto Rico IFA, Variable Rate,
10/1/34(3)(4) 801,430
---------------------------------------------------------------------------------------------------------
$ 1,272,467
---------------------------------------------------------------------------------------------------------
Nursing Home -- 4.6%
---------------------------------------------------------------------------------------------------------
NR NR $ 240 Massachusetts DFA, Odd Fellows,
6.25%, 1/1/15 $ 219,434
NR NR 500 Massachusetts HEFA, Christopher House,
6.875%, 1/1/29 473,685
NR NR 750 Massachusetts IFA, Age Institute of
Massachusetts, 8.05%, 11/1/25 735,660
---------------------------------------------------------------------------------------------------------
$ 1,428,779
---------------------------------------------------------------------------------------------------------
Public Power -- 1.3%
---------------------------------------------------------------------------------------------------------
NR A- $ 400 Puerto Rico Electric Power Authority,
Variable Rate, 7/1/29(2)(3) $ 390,556
---------------------------------------------------------------------------------------------------------
Transportation -- 2.6%
---------------------------------------------------------------------------------------------------------
NR AA- $ 830 Massachusetts Bay Transportation
Authority, Variable Rate, 3/1/27(2)(3) $ 810,371
---------------------------------------------------------------------------------------------------------
Total Tax-Exempt Investments -- 128.1%
(identified cost $39,039,897) $ 40,052,255
---------------------------------------------------------------------------------------------------------
Other Assets, Less Liabilities -- 3.9% $ 1,223,534
---------------------------------------------------------------------------------------------------------
Auction Preferred Shares
Plus Accumulated
Unpaid Dividends -- (32.0%) $(10,000,000)
---------------------------------------------------------------------------------------------------------
Net Assets -- 100.0% $ 31,275,789
---------------------------------------------------------------------------------------------------------
Notes to Portfolio:
(1) Private Placement Securities -- Information relating to the initial
acquisition and market valuation of private placement securities is
presented below:
Percentage
of Net Assets
Acquisition Applicable to
Cost Value Common Shares
-----------------------------------------------------------------------------------
Massachusetts HEFA, Wheaton College
(acquired 1/12/98) $1,420,000 $1,502,175 4.8%
-----------------------------------------------------------------------------------
Wheaton College has outstanding publicly offered securities of the same
class as the private placement security held by the Trust. The Trust
will bear the costs, if any, relating to the disposition of the private
placement securities, including costs associated with registering the
securities under the Securities Act of 1933, if necessary.
(2) Security has been issued as an inverse floater bond.
(3) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in transactions
exempt from registration, normally to qualified institutional buyers. As
of June 30, 2004, the aggregate value of the securities is $4,112,938 or
13.2% of the Trust's net assets applicable to common shares.
(4) Security has been issued as a leveraged inverse floater.
(5) Health and Educational Obligors -- At June 30, 2004, the Trust
held securities issued by health and educational obligors with a value
of $33,483,212 (representing 83.6% of total investments).
(6) Insured Investments -- The Trust invests primarily in debt
securities issued by the Commonwealth of Massachusetts and its
municipalities. The ability of the issuers of the debt securities to
meet their obligations may be affected by economic developments in a
specific industry or municipality. In order to reduce the risk
associated with such economic developments, at June 30, 2004, 31.3% of
total investments is backed by bond insurance of various financial
institutions and financial guaranty assurance agencies. The Trust's
insured securities by financial institution are as follows:
Percentage
of Total
Value Investments
-----------------------------------------------------------------------------------
AMBAC Financial Group, Inc. (AMBAC) $ 3,919,730 9.8%
Municipal Bond Insurance Association (MBIA) 3,599,374 9.0%
Financial Guaranty Insurance Company (FGIC) 2,029,534 5.1%
XL Capital Assurance, Inc. (XLCA) 1,282,250 3.2%
Financial Security Assurance, Inc. (FSA) 861,776 2.1%
American Capital Access (ACA) 422,700 1.1%
College Construction Loan Insurance Corporation (CLEE) 403,801 1.0%
-----------------------------------------------------------------------------------
Total Insured Securities $12,519,165 31.3%
-----------------------------------------------------------------------------------
(7) Summary of Ratings:
Percentage
Number of Total
Ratings of Issues Value Investments
-----------------------------------------------------------------------------------
AAA/Aaa 22 $16,199,865 40.4%
AA/Aa 5 6,172,399 15.4%
A/A 7 5,600,128 14.0%
BBB/Baa 10 6,984,497 17.4%
BB/Ba 1 471,037 1.2%
NR 7 4,624,329 11.6%
-----------------------------------------------------------------------------------
Total 52 $40,052,255 100.0%
-----------------------------------------------------------------------------------
The ratings indicated are the most recent Moody's and Standard & Poor's
ratings believed to be available at June 30, 2004. NR indicates no
rating is available for the security. Ratings are generally ascribed to
securities at time of issuance. While the rating agencies may from time
to time revise such ratings, they undertake no responsibility to do so,
and the ratings indicated do not necessarily represent ratings the
agencies would ascribe to these securities at June 30, 2004.
The accompanying notes are an integral part of these financial statements.
The Massachusetts Health & Education Tax-Exempt Trust as of June 30, 2004
FINANCIAL STATEMENTS (Unaudited)
Statement of Assets and Liabilities
As of June 30, 2004
Assets
----------------------------------------------------------------------------------------------------
Total Investments, at value (identified cost, $39,039,897) $40,052,255
Receivable for securities sold 1,020,000
Interest receivable 942,610
Other assets 2,391
----------------------------------------------------------------------------------------------------
Total assets $42,017,256
----------------------------------------------------------------------------------------------------
Liabilities
----------------------------------------------------------------------------------------------------
Due to bank $ 678,191
Accrued expenses and other liabilities 63,276
----------------------------------------------------------------------------------------------------
Total liabilities 741,467
----------------------------------------------------------------------------------------------------
Net assets applicable to Auction Preferred Shares, $0.01 par value;
400 shares authorized, 200 shares issued and outstanding at $50,000
per share liquidation preference plus cumulative unpaid dividends $10,000,000
----------------------------------------------------------------------------------------------------
Net assets applicable to common shares $31,275,789
----------------------------------------------------------------------------------------------------
Sources of Net Assets:
----------------------------------------------------------------------------------------------------
Common Shares, $0.01 par value; unlimited number of shares
authorized, 2,331,184 shares issued and outstanding $ 23,312
Additional paid-in capital 29,693,233
Accumulated undistributed net realized gain from investment transactions 3,289
Undistributed net investment income 543,597
Unrealized appreciation of investments 1,012,358
----------------------------------------------------------------------------------------------------
Net Assets applicable to common shares $31,275,789
----------------------------------------------------------------------------------------------------
Net Asset Value Per Common Share
----------------------------------------------------------------------------------------------------
($31,275,789 divided by 2,331,184
common shares issued and outstanding) $ 13.42
----------------------------------------------------------------------------------------------------
Statement of Operations
For the Six Months Ended
June 30, 2004
Investment Income
----------------------------------------------------------------------------------------------------
Interest income $ 1,241,539
----------------------------------------------------------------------------------------------------
Expenses
----------------------------------------------------------------------------------------------------
Investment advisory fee $ 73,685
Administration fee 31,461
Trustees' fees 14,712
Custodian and transfer agent fees 25,363
Legal and accounting services 58,790
Preferred shares remarketing agent fee 12,397
Printing and postage 8,555
Preferred shares auction agent fees 2,479
Miscellaneous 7,403
----------------------------------------------------------------------------------------------------
Total operating expenses $ 234,845
----------------------------------------------------------------------------------------------------
Deduct --
Reduction of custody fees $ 931
----------------------------------------------------------------------------------------------------
Total expense reductions $ 931
----------------------------------------------------------------------------------------------------
Net operating expenses $ 233,914
----------------------------------------------------------------------------------------------------
Net investment income $ 1,007,625
----------------------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss)
on Investments
----------------------------------------------------------------------------------------------------
Net realized gain from investment transactions $ 112,644
Net change in unrealized appreciation of investments (1,221,824)
----------------------------------------------------------------------------------------------------
Net realized loss on investments $(1,109,180)
----------------------------------------------------------------------------------------------------
Distributions to preferred shareholders from net investment income $ (33,905)
----------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from operations
applicable to common shares $ (135,460)
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
The Massachusetts Health & Education Tax-Exempt Trust as of June 30, 2004
FINANCIAL STATEMENTS Cont'd
Statements of Changes in Net Assets
Six Months Ended
Increase (Decrease) June 30, 2004 Year Ended
in Net Assets (Unaudited) December 31, 2003
----------------------------------------------------------------------------------------------------
From operations:
Net investment income $ 1,007,625 $ 2,162,085
Net realized gain on investment transactions 112,644 214,271
Net change in unrealized appreciation
(depreciation) (1,221,824) (46,713)
Distributions to preferred shareholders
from net investment income (33,905) (79,020)
----------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations applicable to common shares $ (135,460) $ 2,250,623
----------------------------------------------------------------------------------------------------
Distributions to Common Shareholders:
From net investment income (1,010,855) (1,917,436)
----------------------------------------------------------------------------------------------------
Total distributions to common
shareholders $(1,010,855) $(1,917,436)
----------------------------------------------------------------------------------------------------
Capital Share Transactions:
Reinvestment of distributions to
common shareholders $ 32,020 $ 60,442
----------------------------------------------------------------------------------------------------
Net increase in net assets resulting from
capital share transactions $ 32,020 $ 60,442
----------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets $(1,114,295) $ 393,629
----------------------------------------------------------------------------------------------------
Net Assets Applicable to Common Shares:
----------------------------------------------------------------------------------------------------
At beginning of period $32,390,084 $31,996,455
----------------------------------------------------------------------------------------------------
At end of period, including undistributed
net investment income of $543,597
and $580,732, respectively $31,275,789 $32,390,084
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
The Massachusetts Health & Education Tax-Exempt Trust as of June 30, 2004
FINANCIAL STATEMENTS Cont'd
Financial Highlights
Selected data for a common share outstanding during each period
Six Months
Ended
June 30, Year Ended December 31,
2004 ---------------------------------------------------------------
(Unaudited) 2003 2002 2001 2000 1999
----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of
period (common shares) $ 13.91 $ 13.76 $ 13.25 $ 13.17 $ 12.45 $ 14.06
----------------------------------------------------------------------------------------------------------------------------
Investment Operations
----------------------------------------------------------------------------------------------------------------------------
Net investment income $ 0.43(c) $ 0.93(c) $ 0.94(c) $ 0.94(a)(c) $ 0.90(c) $ 0.89(c)
Net realized and unrealized gain
(loss) on investments (0.48) 0.07 0.42 0.03(a) 0.73 (1.63)
Distributions to preferred shareholders
from net investment income (0.01) (0.03) (0.05) (0.11) (0.15) (0.12)
----------------------------------------------------------------------------------------------------------------------------
Total from investment operations
applicable to common shares $ (0.06) $ 0.97 $ 1.31 $ 0.86 $ 1.48 $ (0.86)
----------------------------------------------------------------------------------------------------------------------------
Less Distributions to Common Shareholders
----------------------------------------------------------------------------------------------------------------------------
From net investment income $ (0.43) $ (0.82) $ (0.80) $ (0.78) $ (0.76) $ (0.75)
----------------------------------------------------------------------------------------------------------------------------
Total distributions to Common Shareholders $ (0.43) $ (0.82) $ (0.80) $ (0.78) $ (0.76) $ (0.75)
----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period
(Common shares) $ 13.42 $ 13.91 $ 13.76 $ 13.25 $ 13.17 $ 12.45
----------------------------------------------------------------------------------------------------------------------------
Per share market value, end of period
(Common shares) $13.220 $ 15.26 $ 13.48 $ 13.60 $ 12.75 $ 11.50
----------------------------------------------------------------------------------------------------------------------------
Total investment return at
Market Value (10.63%) 20.11% 5.10% 13.01% 17.78% (18.23%)
----------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
----------------------------------------------------------------------------------------------------------------------------
Net assets applicable to common
shares, end of period (000 omitted) $31,276 $32,390 $31,996 $30,727 $30,500 $28,830
Ratios: (as a percentage of
average total net assets)
Expenses 1.12%(d) 0.88% 0.91% 0.91% 0.97% 0.97%
Expenses, after custodian fee reduction 1.12%(d) 0.88% 0.90% 0.90% 0.96% 0.96%
Net investment income 4.81%(d) 5.14% 5.31% 5.31%(a) 5.33% 5.05%
Ratios: (as a percentage of
average common net assets)
Expenses (b) 1.47%(d) 1.16% 1.20% 1.20% 1.30% 1.28%
Expenses, after custodian fee reduction (b) 1.46%(d) 1.16% 1.19% 1.18% 1.29% 1.27%
Net investment income (b) 6.30%(d) 6.74% 7.00% 7.02%(a) 7.16% 6.68%
Portfolio turnover rate 6% 26% 36% 13% 8% 32%
----------------------------------------------------------------------------------------------------------------------------
The Financial Highlights summarize the impact of net investment income,
gains (losses) and distributions on the Trust's net asset value per common
share for the last 5 years. Additionally, important relationships between
certain financial statement items are expressed in ratio form.
The accompanying notes are an integral part of these financial statements.
The Massachusetts Health & Education Tax-Exempt Trust as of June 30, 2004
FINANCIAL STATEMENTS Cont'd
Financial Highlights
(a) The Trust has adopted the provisions of the AICPA Audit and
Accounting Guide for Investment Companies, as revised, and began
accreting market discounts on debt securities. The effect of this
change for the year ended December 31, 2001 was an increase in net
investment income per common share of $0.01, a decrease in net realized
and unrealized gains per common share of $0.01, an increase in the
ratio of net investment income to average total net assets from 5.24%
to 5.31% and an increase in the ratio of net investment income to
average common assets from 6.93% to 7.02%. Per share data and ratios
for the periods prior to January 1, 2001 have not been restated to
reflect this change in presentation.
(b) Ratios do not reflect the effect of dividend payments to preferred
shareholders. Ratios to average common net assets reflect the Trust's
leveraged capital structure.
(c) Computed using average common shares outstanding throughout the
period.
(d) Annualized
The accompanying notes are an integral part of these financial statements.
The Massachusetts Health & Education Tax-Exempt Trust as of June 30, 2004
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1 General Information and
Significant Accounting Policies
--------------------------------------------------------------------------
The Massachusetts Health & Education Tax-Exempt Trust (the "Trust") is an
entity commonly known as a Massachusetts business trust and is registered
under the Investment Company Act of 1940, as amended, as a non-diversified,
closed-end management investment company. The Trust's investment objective
is to earn a high level of current income exempt from regular Federal income
taxes and Massachusetts personal income taxes consistent with preservation
of capital. The Trust seeks to achieve its objective by investing primarily
in Massachusetts "investment grade" tax-exempt obligations issued on behalf
of not-for-profit health and education institutions.
The following is a summary of significant accounting policies followed by
the Trust in the preparation of its financial statements, in accordance with
accounting principles generally accepted in the United States of America.
Securities Valuation. Municipal securities are normally valued on the basis
of valuations furnished from a pricing service. Short-term obligations,
maturing in sixty days or less, are valued at amortized cost, which
approximates value. Futures and options on futures contracts traded on an
exchange will be valued at last settlement price. Investments for which
valuations or market quotations are unavailable are valued at fair value
using methods determined in good faith by or at the direction of the
Trustees. In the event of unusual market disruptions affecting valuation,
the Pricing Committee of the Trustees will be consulted.
Securities Transactions. Securities transactions are recorded on a trade
date basis. Realized gains and losses from such transactions are determined
using the specific identification method. Securities purchased or sold on a
when-issued or delayed delivery basis may be settled a month or more after
the transaction date. The securities so purchased are subject to market
fluctuations during this period. To the extent that when-issued or delayed
delivery purchases are outstanding, the Trust instructs the custodian to
segregate assets in a separate account, with a current value at least equal
to the amount of its purchase commitments.
Interest Income. Interest income is determined on the basis of interest
accrued and discount earned, adjusted for amortization of premium or
accretion of discounts on long term debt securities.
Federal Income Taxes. The Trust has complied and intends to comply with the
requirements of the Internal Revenue Code (the "Code") applicable to
regulated investment companies by distributing all of its income, including
any net realized gains from investments, to shareholders. Therefore, no
federal income tax provision is required. In addition, the Trust intends to
satisfy conditions which will enable it to designate distributions from the
interest income generated by its investments in municipal securities, which
are exempt from regular federal and Massachusetts income taxes when
received by the Trust, as exempt interest dividends.
At December 31, 2003, the Trust for federal income tax purposes had a
capital loss carryover of $155,614, which will reduce taxable income
arising from future net realized gain on investments, if any, to the extent
permitted by the Internal Revenue Code, and thus will reduce the amount of
distributions to shareholders which would otherwise be necessary to relieve
the Trust of any liability for federal income or excise tax. Such capital
loss carryovers will expire on December 31, 2008 ($116,670) and December
31, 2009 ($38,944).
Expense Reductions. Investors Bank & Trust Company (IBT) serves the Trust
as its Custodian and Transfer Agent. Pursuant to its service agreements,
IBT receives a fee reduced by credits, which are determined based on the
average daily cash balance the Trust maintains with IBT. All credit
balances used to reduce IBT's fee are reported as a reduction of expenses
on the statement of operations.
Use of Estimates. The preparation of the financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expense during the
reporting period. Actual results could differ from those estimates.
Indemnifications. Under the Trust's organizational documents, its officers
and Trustees may be indemnified against certain liabilities and expenses
arising out of the performance of their duties to the Trust and
shareholders are indemnified against personal liability for obligations of
the Trust. Additionally, in the normal course of business, the Trust enters
into agreements with service providers that may contain indemnification
clauses. The Trust's maximum exposure under these arrangements is unknown
as this would involve future claims that may be made against the Trust that
have not yet occurred.
Legal fees. Legal fees and other related expenses incurred as part of
negotiations of the terms and requirements of capital infusions, or that
are expected to result in the restructuring of or a plan of reorganization
for an investment are recorded as realized loses. Ongoing expenditures to
protect or enhance an investment are treated as operating expenses.
Interim Financial Information. The interim financial statements relating to
June 30, 2004 and for the six month period then ended have not been audited
by an independent registered public accounting firm, but in the opinion of
the Trust's management, reflect all adjustments, consisting only of normal
recurring adjustments necessary for the fair presentation of the financial
statements.
2 Auction Preferred Shares (APS)
--------------------------------------------------------------------------
The Trust currently has 200 Auction Preferred Shares outstanding. The
Auction Preferred Shares are redeemable at the option of the Trust on any
dividend payment date at the redemption price of $50,000 per share, plus an
amount equal to any dividends accumulated on a daily basis unpaid through
the redemption date (whether or not such dividends have been declared).
Under the Investment Company Act of 1940, the Trust is required to maintain
asset coverage of at least 200% with respect to the Auction Preferred Shares
as of the last business day of each month in which any Auction Preferred
Shares are outstanding. Additionally, the Trust is required to meet more
stringent asset coverage requirements under the terms of the Auction
Preferred Shares and in accordance with the guidelines prescribed by the
rating agency. Should these requirements not be met, or should dividends
accrued on the Auction Preferred Shares not be paid, the Trust may be
restricted in its ability to declare dividends to common shareholders or may
be required to redeem certain of the Auction Preferred Shares. At June 30,
2004, there were no such restrictions on the Trust.
3 Distributions to Shareholders
--------------------------------------------------------------------------
Distributions to common shareholders are recorded on the ex-dividend date
and are paid on the last business day of each month. Distributions to
preferred shareholders are recorded daily and are payable at the end of
each dividend period. Each dividend payment period for the Auction
Preferred Shares is generally seven days. The applicable dividend rate for
the Auction Preferred Shares on June 30, 2004 was 1.182%. For the six
months ended June 30, 2004, the Trust paid dividends to Auction Preferred
shareholders amounting to $33,905, representing an average APS dividend
rate for such period of 0.68% (annualized).
The Trust distinguishes between distributions on a tax basis and a
financial reporting basis. Accounting principles generally accepted in the
United States of America require that only distributions in excess of tax
basis earnings and profits be reported in the financial statements as a
return of capital. Permanent differences between book and tax accounting
relating to distributions are reclassified to paid-in-capital.
4 Investment Advisory Fees and
Other Transactions with Affiliates
--------------------------------------------------------------------------
The Trust has entered into an Advisory Agreement with Eaton Vance
Management ("Eaton Vance"), under which Eaton Vance will furnish the Trust
with investment research and advisory services. For the six months ended
June 30, 2004, the fee paid for such services amounted to $73,685 and was
equivalent to 0.35% (annualized) of the average daily net assets of the
Trust, including net assets attributable to any Auction Preferred Shares
outstanding.
In addition, the Trust also entered into an Administration Agreement with
Eaton Vance, under which Eaton Vance will manage and administer the Trust's
business affairs and, in connection therewith, furnish for use of the
Trust, office space and all necessary office facilities, equipment, and
personnel for administering the affairs of the Trust. For the six months
ended June 30, 2004, the fee paid for such services amounted to $31,461 and
was equivalent to 0.15% (annualized) of the average daily net assets of the
Trust, including net assets attributable to any Auction Preferred Shares
outstanding.
Trustees who are not affiliates of Eaton Vance are eligible to receive an
annual fee of $5,000 each.
During the six months ended June 30, 2004, the Trust engaged in a purchase
transaction in the amount of $712,299 with a Fund which utilizes Eaton
Vance as an investment advisor. The purchase transaction complied with Rule
17a-7 under the Investment Company Act of 1940.
On May 28, 2004, the Board of Trustees voted to appoint Fund Asset
Management, L. P. (FAM) as the Trust's investment advisor and Princeton
Administrators, L. P. (Princeton) as the Trust's administrator effective
September 1, 2004. FAM and Princeton are owned and controlled by Merrill
Lynch & Co., a reporting company and the parent of Merrill Lynch, Pierce,
Fenner & Smith Inc. FAM and Princeton will succeed Eaton Vance in those
capacities. An interim advisory agreement with FAM and an interim
administration agreement with Princeton will take effect on September 1,
2004, immediately following Eaton Vance's resignation as the Trust's
investment advisor and administrator. Eaton Vance had informed the Board of
Trustees on March 2, 2004 that it did not wish to continue as the Trust's
investment advisor and administrator. In addition, concurrent with the
appointment of FAM and Princeton, the Trustees appointed State Street Bank
& Trust Company as the Trust's custodian and The Bank of New York as the
Trust's transfer agent. State Street Bank & Trust Company's appointment as
the Trust's custodian will be effective on September 1, 2004. Bank of New
York's appointment as the Trust's transfer agent will be effective on
October 13, 2004.
5 Securities Transactions
--------------------------------------------------------------------------
Purchases and sales (including maturities) of portfolio securities during
the six months ended June 30, 2004, aggregated $2,447,253 and $2,937,642
respectively. There were no purchases and sales of short-term municipal
securities during the six months ended June 30, 2004.
The identified cost and unrealized appreciation (depreciation) in value of
the investments owned by the Trust at
June 30, 2004, as computed for federal income tax purposes, were as
follows:
Identified cost $38,941,228
----------------------------------------------------------
Gross unrealized appreciation $ 1,404,598
Gross unrealized depreciation (293,571)
----------------------------------------------------------
Net unrealized appreciation $ 1,111,027
----------------------------------------------------------
6 Capital Transactions
--------------------------------------------------------------------------
The Declaration of Trust allows the Trustees to issue an unlimited number
of $0.01 par value shares of common stock. Transactions in common shares
were as follows:
Six Months Ended
June 30, 2004 Year Ended
(Unaudited) December 31, 2003
--------------------------------------------------------------------
Beginning shares 2,328,912 2,324,569
Shares issued pursuant to
the Trust's dividend
reinvestment plan 2,272 4,343
--------------------------------------------------------------------
Ending shares 2,331,184 2,328,912
--------------------------------------------------------------------
7 Overdraft Advances
--------------------------------------------------------------------------
Pursuant to the custodian agreement between the Trust and IBT, IBT may at
its discretion advance funds to the Trust to make properly authorized
payments. When such payments result in an overdraft by the Trust, the Trust
is obligated to repay IBT at the current rate of interest charged by IBT
for secured loans (currently a rate above the federal funds rate). This
obligation is payable on demand to IBT. At June 30, 2004, the Trust's
payment due to IBT pursuant to the foregoing arrangement was $678,191.
The Massachusetts Health & Education Tax-Exempt Trust as of June 30, 2004
OTHER INFORMATION
From time to time in the future, the Trust may effect redemptions and/or
repurchases of its Auction Preferred Shares as provided in the applicable
constituent instruments or as agreed upon by the Trust and holders of
Auction Preferred Shares. The Trust would generally effect such redemptions
and/or repurchases to the extent necessary to maintain applicable asset
coverage requirements.
The Massachusetts Health & Education Tax-Exempt Trust
INVESTMENT MANAGEMENT
The Massachusetts Health & Education Tax-Exempt Trust
Officers
Thomas J. Fetter, CFA
President
Robert B. MacIntosh, CFA
Vice President and
Portfolio Manager
James M. Wall
Secretary
Kristin S. Anagnost
Treasurer
Board of Trustees
Walter B. Prince, Esq., Chairman
James F. Carlin III
Thomas H. Green, III, Esq.
Edward M. Murphy
Frank Nesvet
James M. Storey, Esq.
THIS PAGE INTENTIONALLY LEFT BLANK.
Investment Adviser and Administrator
Eaton Vance Management
The Eaton Vance Building
255 State Street
Boston, MA 02109
Custodian, Transfer Agent,
Dividend Disbursing Agent and Registrar
Investors Bank & Trust Company
200 Clarendon Street
Boston, MA 02116
The Massachusetts Health & Education Tax-Exempt Trust
The Eaton Vance Building
255 State Street
Boston, MA 02109
1-800-225-6265
278-8/04 MHEFASRC
Item 2. Code of Ethics
The registrant has adopted a code of ethics applicable to its Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer. The registrant undertakes to provide a copy of such code of
ethics to any person upon request, without charge, by calling
1-800-262-1122.
Item 3. Audit Committee Financial Expert
The registrant's Board has designated William H. Park, Samuel L. Hayes, III
and Norton H. Reamer, each an independent trustee, as its audit committee
financial experts. Mr. Park is a certified public accountant who is the
President and Chief Executive Officer of Prizm Capital Management, LLC
(investment management firm). Previously, he served as Executive Vice
President and Chief Financial Officer of United Asset Management
Corporation ("UAM") (a holding company owning institutional investment
management firms). Mr. Hayes is the Jacob H. Schiff Professor of
Investment Banking Emeritus of the Harvard University Graduate School of
Business Administration. Mr. Reamer is the President, Chief Executive
Officer and a Director of Asset Management Finance Corp. (a specialty
finance company serving the investment management industry) and is
President of Unicorn Corporation (an investment and financial advisory
services company). Formerly, Mr. Reamer was Chairman of Hellman, Jordan
Management Co., Inc. (an investment management company) and Advisory
Director of Berkshire Capital Corporation (an investment banking firm),
Chairman of the Board of UAM and Chairman, President and Director of the
UAM Funds (mutual funds).
Item 4. Principal Accountant Fees and Services
Not required in this filing
Item 5. Audit Committee of Listed registrants
Not required in this filing.
Item 6. Schedule of Investments
Please see schedule of investments contained in the Report to Stockholders
included under Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies
Not required in this filing.
Item 8. Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers.
Not required in this filing.
Item 9. Submission of Matters to a Vote of Security Holders.
Effective February 9, 2004, the Governance Committee of the Board of
Trustees formalized the procedures by which a Fund's shareholders may
recommend nominees to the registrant's Board of Trustees. The Governance
Committee shall, when identifying candidates for the position of
Independent Trustee, consider any such candidate recommended by a
shareholder of a Fund if such recommendation contains sufficient background
information concerning the candidate, and is received in a sufficiently
timely manner (and in any event no later than the date specified for
receipt of shareholder proposals in any applicable proxy statement with
respect to a Fund). Shareholders shall be directed to address any such
recommendations to the attention of the Governance Committee, c/o the
Secretary of the Fund.
Item 10. Controls and Procedures
(a) It is the conclusion of the registrant's principal executive officer
and principal financial officer that the effectiveness of the registrant's
current disclosure controls and procedures (such disclosure controls and
procedures having been evaluated within 90 days of the date of this filing)
provide reasonable assurance that the information required to be disclosed
by the registrant has been recorded, processed, summarized and reported
within the time period specified in the Commission's rules and forms and
that the information required to be disclosed by the registrant has been
accumulated and communicated to the registrant's principal executive
officer and principal financial officer in order to allow timely decisions
regarding required disclosure.
(b) There have been no changes in the registrant's internal controls over
financial reporting during the period that has materially affected, or is
reasonably likely to materially affect the registrant's internal control
over financial reporting.
Item 11. Exhibits
(a)(1) Registrant's Code of Ethics - Not applicable (please see Item 2).
(a)(2)(i) Treasurer's Section 302 certification.
(a)(2)(ii) President's Section 302 certification.
(b) Combined Section 906 certification.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
The Massachusetts Health & Education Tax-Exempt Trust
By: /s/ Thomas J. Fetter
---------------------------
Thomas J. Fetter
President
Date: August 20, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated.
By: /s/ Kristin S. Anagnost
---------------------------
Kristin S. Anagnost
Treasurer
Date: August 20, 2004
By: /s/ Thomas J. Fetter
---------------------------
Thomas J. Fetter
President
Date: August 20, 2004