UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-3111 811-21301 Name of Fund: CMA Tax-Exempt Fund Master Tax-Exempt Trust Fund Address: P.O. Box 9011 Princeton, NJ 08543-9011 Name and address of agent for service: Terry K. Glenn, President, CMA Tax-Exempt Fund and Master Tax-Exempt Trust, 800 Scudders Mill Road, Plainsboro, NJ, 08536. Mailing address: P.O. Box 9011, Princeton, NJ, 08543-9011 Registrant's telephone number, including area code: (609) 282-2800 Date of fiscal year end: 03/31/04 Date of reporting period: 04/01/03 - 09/30/03 Item 1 - Attach shareholder report (BULL LOGO) Merrill Lynch Investment Managers www.mlim.ml.com CMA Tax-Exempt Fund Semi-Annual Report September 30, 2003 This report is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund's current prospectus. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. Past performance results shown in this report should not be considered a representation of future performance, which will fluctuate. Statements and other information herein are as dated and are subject to change. CMA Tax-Exempt Fund Box 9011 Princeton, NJ 08543-9011 CMA Tax-Exempt Fund Officers and Trustees Terry K. Glenn,President and Trustee Ronald W. Forbes,Trustee Cynthia A. Montgomery,Trustee Charles C. Reilly,Trustee Kevin A. Ryan,Trustee Roscoe S. Suddarth,Trustee Richard R. West,Trustee Edward D. Zinbarg,Trustee Kenneth A. Jacob, Senior Vice President John M. Loffredo,Senior Vice President Peter J. Hayes,Vice President Donald C. Burke,Vice President and Treasurer Phillip S. Gillespie,Secretary Custodian State Street Bank and Trust Company P.O. Box 351 Boston, MA 02101 Transfer Agent Financial Data Services, Inc. 4800 Deer Lake Drive East Jacksonville, FL 32246-6484 800-221-7210* *For inquiries regarding your CMA account, call 800-CMA-INFO (800-262-4636). Electronic Delivery The Fund is now offering electronic delivery of communications to its shareholders. In order to receive this service, you must register your account and provide us with e-mail information. To sign up for this service, simply access this website http://www.icsdelivery.com/live and follow the instructions. When you visit this site, you will obtain a personal identification number (PIN). You will need this PIN should you wish to update your e-mail address, choose to discontinue this service and/or make any other changes to the service. This service is not available for certain retirement accounts at this time. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 A Letter From the President Dear Shareholder Now in its final quarter, 2003 has been a meaningful year in many respects. After one of the most significant equity market downturns in many investors' memories, this year finally brought hopeful signs for a sustainable economic recovery. Sub par economic growth of 1.4% in the first quarter of 2003 increased to projected growth of more than 4% in the second half of the year. With that good news, fixed income investments, which had become the asset class of choice during the long equity market decline, faced new challenges. The Federal Reserve Board continued its accommodative monetary policy, lowering the Federal Funds rate in June to 1%, its lowest level since 1958. With this move, the short end of the yield curve remained relatively flat and it became increasingly difficult to find attractive income opportunities. Through September 30, 2003, both the Bond Market Association (BMA) Index and the one-year Municipal Market Data (MMD) Index averaged 1.03% for the year. Rates on the BMA Index, which measures the shortest end of the yield curve, averaged .85% during the third quarter versus 1.16% in the second quarter. Rates on the one-year MMD Index averaged .98% in the third quarter, just below the second quarter average of 1%. Against this backdrop, our portfolio managers continued to work diligently to maximize tax-exempt returns consistent with the preservation of capital. With that said, remember also that the advice and guidance of a skilled financial advisor often can help you choose those investments that will best serve you as you plan for your financial future. Finally, I am proud to premiere a new look to our shareholder communications. Our portfolio manager commentaries have been trimmed and organized in such a way that you can get the information you need at a glance, in plain language. Today's markets are confusing enough. We want to help you put it all in perspective. The report's new size also allows us certain mailing efficiencies. Any cost savings in production or postage are passed on to the Fund and, ultimately, to Fund shareholders. We thank you for trusting Merrill Lynch Investment Managers with your investment assets, and we look forward to serving you in the months and years ahead. Sincerely, (Terry K. Glenn) Terry K. Glenn President and Trustee CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 A Discussion With Your Fund's Portfolio Manager With interest rates low and expected to remain that way for some time, we looked increasingly to the higher yields offered by fixed rate notes during the period. How did the Fund perform during the period in light of the existing market conditions? For the six-month period ended September 30, 2003, CMA Tax-Exempt Fund paid shareholders a net annualized yield of .58%.* As of September 30, 2003, the Fund's 7-day yield was .57%. The Federal Reserve Board cut the Federal Funds rate once more during the six-month period, sending interest rates to their lowest levels in almost 50 years. Despite indications that the economy was strengthening gradually, the Federal Reserve Board emphasized its concern that deflation was a bigger threat to the economy than inflation, and reassured investors that it planned to keep short- term interest rates low until consistent growth in the economy and employment became evident. The expectation for a stable short-term interest rate environment created a strong demand for fixed rate notes with maturities of six months - one year. This caused yields on these notes to fall later in the period and somewhat flattened the yield curve when compared to variable rate demand securities. However, our aggressive pursuit of fixed rate notes earlier in the period enabled us to lock in a favorable spread above variable rate securities. This strategy enhanced the performance of the Fund during the six-month period. *Based on a constant investment throughout the period, with dividends compounded daily, and reflecting a net return to the investor after all expenses. How did you manage the Fund during the period? The portion of the yield curve that represents the Fund's investment universe--notes maturing in one year or less--normally has a positive slope. During the six-month period, however, interest rates were generally stable or declining and expected to maintain that course. Our belief that interest rates would be relatively consistent for the foreseeable future led us to overweight one-year notes relative to funds in our iMoneyNet, Inc. category. As fixed rate notes matured and rolled off the portfolio, we sought to buy new fixed paper whenever possible to extend the Fund's average life, though the reinvestment occurred in a lower interest rate environment than last year. In August, short-term interest rates rose somewhat, influenced by a large $7.5 billion debt issue from the state of Texas. The excess supply, along with indications that the economy was strengthening, resulted in generally falling prices and rising yields for money market securities. The higher yields gave us an opportunity to replenish the Fund's position in fixed rate paper, as 14% of the Fund's fixed notes came due between June and September. In addition to our preference for fixed rate notes, we also added to our holdings in tax-exempt commercial paper. We favored commercial paper because it provides greater flexibility to develop a desired maturity structure. Overall, we sought to generate a slightly longer- than-average portfolio maturity to help stabilize the Fund's yield, reduce its vulnerability to market shifts, and reduce the need to constantly reinvest assets in a low interest rate environment. How would you characterize the portfolio's position at the close of the period? We continue to take a moderately longer approach to the short-term municipal market. At the end of the period, the Fund's average portfolio maturity was in a range of 55 days - 60 days, compared to an average of 48 days for funds in our iMoneyNet group. We expect to continue to take advantage of opportunities to buy longer-dated fixed notes when available, to provide shareholders with added yield and to extend the Fund's average life. We also expect to add to our commercial paper holdings as conditions warrant. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 In the months ahead, we will continue to monitor developments in the national economy as well as the credit quality of the Fund's holdings. We intend to maintain our basic investment strategy while shifting the Fund's allocation between fixed and variable rate notes in what we believe are the best interests of our shareholders. We also will keep a watchful eye on the Federal Reserve Board's monetary policy. Although we have a stable outlook for short-term interest rates, we will be ready to respond with changes to our investment approach as needed. Peter J. Hayes Vice President and Portfolio Manager October 9, 2003 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Statement of Assets and Liabilities As of September 30, 2003 Assets Investment in Master Tax-Exempt Trust, at value (identified cost--$9,413,813,816) $ 9,413,813,816 Prepaid registration fees and other assets 785,624 --------------- Total assets 9,414,599,440 --------------- Liabilities Payables: Distributor $ 2,537,668 Other affiliates 376,179 Administrator 259,367 --------------- Total liabilities 3,173,214 --------------- Net Assets Net Assets $ 9,411,426,226 =============== Net Assets Consist of Shares of beneficial interest, $.10 par value, unlimited number of shares authorized $ 941,290,956 Paid-in capital in excess of par 8,470,653,533 Accumulated realized capital losses on investments from the Trust--net (518,263) --------------- Net Assets--Equivalent to $1.00 per share based on 9,412,909,560 shares of beneficial interest outstanding. $ 9,411,426,226 =============== See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Statement of Operations For the Six Months Ended September 30, 2003 Investment Income from the Trust Net investment income allocated from the Trust: Interest $ 58,546,502 Expenses (7,579,353) --------------- Net investment income from the Trust 50,967,149 --------------- Expenses Administration fees $ 13,033,970 Distribution fees 6,492,596 Transfer agent fees 606,197 Registration fees 257,163 Printing and shareholder reports 78,245 Professional fees 51,947 Custodian fees 413 Other 17,795 --------------- Total expenses 20,538,326 --------------- Investment income--net 30,428,823 --------------- Realized Loss on Investments from the Trust--Net Realized loss on investments from the Trust--net (304,516) --------------- Net Increase in Net Assets Resulting from Operations $ 30,124,307 =============== See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Statements of Changes in Net Assets For the Six For the Months Ended Year Ended September 30, March 31, Increase (Decrease) in Net Assets: 2003 2003++ Operations Investment income--net $ 30,428,823 $ 97,179,406 Realized loss on investments and from the Trust--net (304,516) (52,394) --------------- --------------- Net increase in net assets resulting from operations 30,124,307 97,127,012 --------------- --------------- Dividends to Shareholders Dividends to shareholders from investment income--net (30,428,823) (97,179,406) --------------- --------------- Beneficial Interest Transactions: Net proceeds from sale of shares 6,799,797,096 32,237,106,470 Value of shares issued to shareholders in reinvestment of dividends 9,991,763 97,182,443 --------------- --------------- Total shares issued 6,809,788,859 32,334,288,913 --------------- --------------- Cost of shares redeemed (7,244,594,528) (32,292,069,189) Shares redeemed in connection with the bulk transfer of WCMA shareholder assets (741,257,384) -- --------------- --------------- Total shares redeemed (7,985,851,912) (32,292,069,189) --------------- --------------- Net increase (decrease) in net assets derived from beneficial interest transactions (1,176,063,053) (42,219,724) --------------- --------------- Net Assets Net increase (decrease) in net assets (1,176,367,569) 42,167,330 Beginning of period 10,587,793,795 10,545,626,465 --------------- --------------- End of period $ 9,411,426,226 $10,587,793,795 =============== =============== ++On February 13, 2003, the Fund converted from a stand-alone investment company to a "feeder" fund that seeks to achieve its investment objective by investing all of its assets in the Trust, which has the same investment objective as the Fund. All investments will be made at the Trust level. This structure is sometimes called a "master/feeder" structure. See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Financial Highlights The following per share data and ratios have been derived from information For the Six provided in the financial statements. Months Ended September 30, For the Year Ended March 31, Increase (Decrease) in Net Asset Value: 2003 2003++++++ 2002 2001 2000 Per Share Operating Performance Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ----------- ----------- ----------- ----------- ----------- Investment income--net --++ .01 .02 .03 .03 Realized and unrealized gain (loss) on investments and from the Trust--net --++++ --++++ --++ --++ --++++ ----------- ----------- ----------- ----------- ----------- Total from investment operations -- .01 .02 .03 .03 ----------- ----------- ----------- ----------- ----------- Less dividends from investment income--net --++++ (.01) (.02) (.03) (.03) ----------- ----------- ----------- ----------- ----------- Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 =========== =========== =========== =========== =========== Total Investment Return .58%* .93% 1.76% 3.51% 2.91% =========== =========== =========== =========== =========== Ratios to Average Net Assets Expenses .54%*+++ .55%+++ .55% .54% .54% =========== =========== =========== =========== =========== Investment income--net .58%* .93% 1.78% 3.46% 2.87% =========== =========== =========== =========== =========== Supplemental Data Net assets, end of period (in thousands) $ 9,411,426 $10,587,794 $10,545,626 $10,379,038 $10,188,792 =========== =========== =========== =========== =========== *Annualized. ++Amount is less than $.01 per share. ++++Amount is less than $(.01) per share. ++++++On February 13, 2003, the Fund converted from a stand-alone investment company to a "feeder" fund that seeks to achieve its investment objective by investing all of its assets in the Trust, which has the same investment objective as the Fund. All investments will be made at the Trust level. This structure is sometimes called a "master/feeder" structure. +++Includes the Fund's share of the Trust's allocated expenses. See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Notes to Financial Statements 1. Significant Accounting Policies: CMA Tax-Exempt Fund (the "Fund") is registered under the Investment Company Act of 1940, as amended, as a no load, diversified, open-end management investment company. The Fund seeks to achieve its investment objective by investing all of its assets in the Master Tax-Exempt Trust (the "Trust"), which has the same investment objective as the Fund. The value of the Fund's investment in the Trust reflects the Fund's proportionate interest in the net assets of the Trust. The performance of the Fund is directly affected by the performance of the Trust. The financial statements of the Trust, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund's financial statements. The Fund's financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. These unaudited financial statements reflect all adjustments, which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. All such adjustments are of a normal, recurring nature. The percentage of the Trust owned by the Fund at September 30, 2003 was approximately 92.8%. The following is a summary of significant accounting policies followed by the Fund. (a) Valuation of investments--The Fund records its investment in the Trust at fair value. Valuation of securities held by the Trust is discussed in Note 1a of the Trust's Notes to Financial Statements, which are included elsewhere in this report. (b) Investment income and expenses--The Fund records daily its proportionate share of the Trust's income, expenses and realized and unrealized gains and losses. In addition, the Fund accrues its own expenses. (c) Income taxes--It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income tax provision is required. (d) Prepaid registration fees--Prepaid registration fees are charged to expense as the related shares are issued. (e) Dividends and distributions to shareholders--The Fund declares dividends daily and reinvests daily such dividends (net of non- resident alien tax and backup withholding tax withheld) in additional fund shares at net asset value. Dividends and distributions are declared from the total of net investment income and net realized gain or loss on investments. (f) Investment transactions--Investment transactions are accounted for on a trade date basis. 2. Investment Advisory Agreement and Transactions with Affiliates: The Fund has entered into an Administration Agreement with Fund Asset Management, L.P. ("FAM"). The general partner of FAM is Princeton Services, Inc. ("PSI"), a wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the limited partner. The Fund pays a monthly fee at an annual rate of .25% of the Fund's average daily net assets for the performance of administrative services (other than investment advice and related portfolio activities) necessary for the operation of the Fund. The Fund has adopted a Distribution and Shareholder Servicing Plan in compliance with Rule 12b-1 under the Investment Company Act of 1940, pursuant to which Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a subsidiary of ML & Co., receives a distribution fee from the Fund. The fee is accrued daily and paid monthly at the annual rate of .125% of average daily net assets of the Fund for shareholders who maintain their accounts through MLPF&S. The distribution fee is to compensate MLPF&S financial advisors and other directly involved branch office personnel for selling shares of the Fund and for providing direct personal services to shareholders. The distribution fee is not compensation for the administrative and operational services rendered to the Fund by MLPF&S in processing share orders and administering shareholder accounts. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Notes to Financial Statements (concluded) Financial Data Services, Inc. ("FDS"), a wholly-owned subsidiary of ML & Co., is the Fund's transfer agent. Certain officers and/or trustees of the Fund are officers and/or directors of FAM, PSI, FDS, and/or ML & Co. 3. Transactions in Shares of Beneficial Interest: The number of shares sold, reinvested and redeemed during the periods corresponds to the amounts included in the Statements of Changes in Net Assets for net proceeds from sale of shares, value of shares reinvested and cost of shares redeemed, respectively, since shares are recorded at $1.00 per share. 4. Capital Loss Carryforward: On March 31, 2003, the Fund had a net capital loss carryforward of $216,368, of which $72,081 expires in 2008 and $144,287 expires in 2011. This amount will be available to offset like amounts of any future taxable gains. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Alabama--2.5% $ 50,755 Alabama Special Care Facilities Financing Authority, Mobile Revenue Refunding Bonds (Ascension Health Credit), VRDN, Series B, 1.10% due 11/15/2039 (h) $ 50,755 38,400 Birmingham, Alabama, Special Care Facilities, Financing Authority, Revenue Refunding Bonds (Ascension Health Credit), VRDN, Series B, 1.03% due 11/15/2039 (h) 38,400 27,765 Daphne, Alabama, Special Care Facilities Financing Authority Revenue Bonds, FLOATS, Series 593, 1.20% due 8/15/2008 (g)(h) 27,765 12,700 Daphne, Alabama, Special Care Facilities Financing Authority, Revenue Refunding Bonds (Presbyterian), VRDN, Series B, 1.13% due 8/15/2023 (a)(h) 12,700 4,255 Eagle Tax-Exempt Trust, Birmingham, Alabama, Water Revenue Bonds, VRDN, Class A, Series 2002-6009, 1.15% due 1/01/2043 (h) 4,255 Eagle Tax-Exempt Trust, Jefferson County, Alabama, Sewer Revenue Refunding Bonds, VRDN, Series 2002 (h): 7,835 Class 6015, 1.15% due 2/01/2032 7,835 3,000 Class 6016, 1.15% due 2/01/2038 3,000 Jefferson County, Alabama, Sewer Revenue Refunding Bonds, VRDN (h): 20,000 Series C-6, 1.10% due 2/01/2040 20,000 39,500 Sub-Series B-7, 1.08% due 2/01/2042 (i) 39,500 Stevenson, Alabama, IDB, Environmental Improvement Revenue Bonds (Mead Corporation Project), VRDN, AMT (h): 25,000 1.13% due 1/01/2031 25,000 18,000 Series B, 1.13% due 4/01/2033 18,000 6,300 Stevenson, Alabama, IDB, Environmental Improvement Revenue Refunding Bonds (Mead Corporation Project), VRDN, AMT, Series C, 1.13% due 11/01/2033 (h) 6,300 Alaska--0.5% 16,000 Valdez, Alaska, Marine Terminal Revenue Bonds (Arco Transportation Project), Series B, 2% due 1/01/2004 16,020 Valdez, Alaska, Marine Terminal Revenue Refunding Bonds: 14,500 (Phillips Petroleum Company Project), Series A, 2% due 1/01/2004 14,518 15,000 (Phillips Petroleum Company Project), Series C, 2% due 1/01/2004 15,019 5,500 (Phillips Transaction Inc. Project), 1.50% due 5/01/2004 5,500 Arizona--1.7% 45,200 Apache County, Arizona, IDA, IDR (Tucson Electric Power Co.), VRDN, Series 83-A, 1.10% due 12/15/2018 (h) 45,200 10,200 Arizona Educational Loan Marketing Corporation, Educational Loan Revenue Bonds, VRDN, AMT, Series A, 1.15% due 3/01/2015 (f)(h) 10,200 Maricopa County, Arizona, IDA, S/F Mortgage Revenue Bonds (h): 28,556 FLOATS, AMT, Series 707, 1.21% due 12/01/2036 28,555 44,296 VRDN, Series B, 1.17% due 12/01/2037 44,296 8,015 VRDN, Series R-1A, 1.17% due 12/01/2004 8,015 13,620 VRDN, Series R-2A, 1.17% due 12/01/2003 13,620 21,112 Phoenix, Arizona, IDA, S/F Mortgage Revenue Bonds, VRDN, Series A, 1.131% due 5/01/2006 (h) 21,112 Portfolio Abbreviations for Master Tax-Exempt Trust AMT Alternative Minimum Tax (subject to) BAN Bond Anticipation Notes COP Certificates of Participation CP Commercial Paper EDA Economic Development Authority EDR Economic Development Revenue Bonds FLOATS Floating Rate Securities GO General Obligation Bonds HDA Housing Development Authority HFA Housing Finance Agency IDA Industrial Development Authority IDB Industrial Development Board IDR Industrial Development Revenue Bonds M/F Multi-Family MERLOTS Municipal Extendible Receipt Liquidity Option Tender Securities MSTR Municipal Securities Trust Receipts PCR Pollution Control Revenue Bonds PUTTERS Puttable Tax-Exempt Receipts RAN Revenue Anticipation Notes RAW Revenue Anticipation Warrants ROCS Reset Option Certificates S/F Single-Family TAN Tax Anticipation Notes TRAN Tax Revenue Anticipation Notes VRDN Variable Rate Demand Notes CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Arkansas--1.6% $ 7,000 Arkansas State Development Finance Authority, Environmental Facilities Revenue Bonds (Teris LLC Project), VRDN, AMT, 1.15% due 3/01/2021 (h) $ 7,000 7,800 Arkansas State Development Finance Authority, M/F Housing Revenue Bonds (Chapelridge Benton Project), VRDN, AMT, Series C, 1.23% due 6/01/2032 (h) 7,800 69,239 Arkansas State Development Finance Authority, S/F Mortgage Revenue Bonds, FLOATS, AMT, Series 708, 1.21% due 9/01/2004 (h) 69,239 11,250 Clark County, Arkansas, Solid Waste Disposal Revenue Refunding Bonds (Alcoa Inc. Project), VRDN, AMT, 1.58% due 8/01/2022 (h) 11,250 40,000 North Little Rock, Arkansas, Health Facilities Board, Health Care Revenue Bonds (Baptist Health), VRDN, Series B, 1.12% due 12/01/2021 (f)(h) 40,000 22,000 Pulaski County, Arkansas, Lease Purpose Revenue Bonds, VRDN, Series A, 1.18% due 3/01/2007 (c)(h) 22,000 7,530 Pulaski County, Arkansas, Public Facilities Board, M/F Housing Revenue Refunding Bonds (Waterford Apartments), VRDN, AMT, 1.23% due 7/01/2032 (h) 7,530 California--7.6% 6,250 California Health Facilities Financing Authority Revenue Bonds, FLOATS, Series 591, 1.13% due 3/01/2014 (f)(h) 6,250 California Pollution Control Financing Authority, PCR, Refunding (Pacific Gas and Electric), VRDN (h): 4,300 AMT, Series B, 1.18% due 11/01/2026 4,300 6,625 Series C, 1.18% due 11/01/2026 6,625 65,000 Series E, 1.13% due 11/01/2026 65,000 9,045 Series F, 1.13% due 11/01/2026 9,045 California Rural Home Mortgage Finance Authority, S/F Mortgage Revenue 27,840 Refunding Bonds, VRDN, AMT, 1.123% due 7/25/2004 (h) 27,840 California State Department of Water Resources, Power Supply Revenue Bonds, VRDN (h): 25,000 Series C-4, 1.07% due 5/01/2022 25,000 107,000 Series C-13, 1.05% due 5/01/2022 (e) 107,000 10,000 California State, GO, MERLOTS, Series B-45, 1.09% due 10/01/2029 (h) 10,000 457,000 California State, RAW, Series A, 2% due 6/16/2004 459,862 26,135 Santa Cruz County, California, Board of Education, GO, TRAN, 1.75% due 7/01/2004 26,281 25,065 West Basin, California, Municipal Water District Revenue Bonds, COP (Phase II--Recycled Water Project), VRDN, Series B, 1.15% due 8/01/2027 (h) 25,065 Colorado--2.3% 7,880 Adams County, Colorado, School District Number 012, GO, ROCS, Series II-R-1045, 1.15% due 12/15/2022 (e)(h) 7,880 3,250 Colorado Department of Transportation Revenue Bonds, ROCS, Series II-R-4046, 1.15% due 12/15/2016 (a)(h) 3,250 10,265 Colorado Department of Transportation Revenue Refunding Bonds, PUTTERS, Series 318, 1.16% due 6/15/2015 (f)(h) 10,265 6,060 Colorado School Mines Development Corporation Revenue Bonds, VRDN, 1.20% due 9/01/2026 (h) 6,060 95,000 Colorado State, Education Loan Program, TRAN, 1.75% due 8/09/2004 95,565 Denver, Colorado, City and County Airport Revenue Bonds, VRDN, AMT (h): 10,025 Series F, 1.15% due 11/15/2025 10,025 4,750 Series G, 1.15% due 11/15/2025 4,750 Denver, Colorado, City and County Airport, Revenue Refunding Bonds, AMT (h): 5,975 MERLOTS, Series A61, 1.20% due 11/15/2012 (b) 5,975 20,000 VRDN, Series C, 1.15% due 11/15/2025 20,000 7,636 El Paso County, Colorado, S/F Mortgage Revenue Refunding Bonds, VRDN, Series A, 1.09% due 5/25/2004 (h) 7,636 6,500 Pitkin County, Colorado, IDR, Refunding (Aspen Skiing Company Project), VRDN, AMT, Series B, 1.25% due 4/01/2014 (h) 6,500 53,200 Platte River Power Authority, Colorado, Electric Revenue Refunding Bonds, VRDN, Sub-Lien, Series S-1, 1.10% due 6/01/2018 (h) 53,200 Connecticut--0.4% 24,750 Eagle Tax-Exempt Trust, Connecticut, VRDN, Series 96, Class 0701, 1.08% due 11/15/2004 (h) 24,750 12,500 New Haven, Connecticut, BAN, 1.75% due 1/30/2004 12,531 Delaware--1.2% Delaware State, EDA, Revenue Bonds (Hospital Billing and Collection), VRDN (a)(h): 59,050 Series B, 1.05% due 12/01/2015 59,050 60,000 Series C, 1.05% due 12/01/2015 60,000 6,580 Delaware State, EDA, Revenue Refunding Bonds (Exempt Facilities--Delmarva), VRDN, Series A, 1.35% due 7/01/2024 (h) 6,580 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value District of District of Columbia, GO, Refunding, VRDN (h): Columbia--0.6% $ 17,350 MSTR, Series SGA-62, 1.23% due 6/01/2017 (a) $ 17,350 13,810 Series C, 1.10% due 6/01/2026 (b) 13,810 9,295 District of Columbia, HFA, S/F Mortgage Revenue Bonds, VRDN, 1.10% due 12/24/2003 (h) 9,295 18,795 District of Columbia, Hospital Revenue Bonds, FLOATS, Series 712, 1.21% due 7/15/2019 (h) 18,795 Florida--3.1% 22,206 Bay County, Florida, HFA, S/F Mortgage Revenue Bonds, FLOATS, AMT, Series 695, 1.28% due 6/01/2004 (h) 22,206 13,885 Broward County, Florida, Professional Sports Facilities, Tax Revenue Bonds, MSTR, VRDN, Series SGA-38, 1.14% due 9/01/2021 (f)(h) 13,885 33,565 Capital Trust Agency, Florida, M/F Housing Revenue Bonds, VRDN, Series 1999-B, 1.25% due 12/01/2032 (h) 33,565 20,700 Dade County, Florida, Water and Sewer System Revenue Bonds, VRDN, 1.10% due 10/05/2022 (b)(h) 20,700 5,000 Florida Housing Finance Corporation, Housing Revenue Bonds (Tuscany Lakes), VRDN, AMT, Series 1, 1.23% due 11/15/2035 (h) 5,000 Florida State Board of Education (h): 5,000 Capital Outlay, GO, FLOATS, Series 557, 1.14% due 1/01/2004 5,000 8,000 GO, MSTR, VRDN, Series SGA-139, 1.14% due 6/01/2032 (f) 8,000 2,890 Lottery Revenue Bonds, ROCS, Series II-R-4521, 1.15% due 7/01/2020 (b) 2,890 11,677 Florida State Department of Environmental Protection, Preservation Revenue Bonds, FLOATS, Series 722, 1.14% due 7/01/2022 (b)(h) 11,677 845 Gulf Breeze, Florida, Local Government Revenue Bonds, VRDN, Series E, 1.10% due 12/01/2020 (b)(h) 845 6,000 Highlands County, Florida, Health Facilities Authority, Hospital Revenue Refunding Bonds (Adventist Health System), VRDN, Series C, 1.31% due 11/15/2021 (h) 6,000 4,000 Hillsborough County, Florida, Aviation Authority, Revenue Refunding Bonds, MERLOTS, AMT, Series A18, 1.20% due 10/01/2013 (f)(h) 4,000 4,610 Jacksonville, Florida, Sales Tax Revenue Bonds, MERLOTS, Series B26, 1.15% due 10/01/2027 (f)(h) 4,610 12,300 Jea, Florida, Water and Sewer System Revenue Refunding Bonds, VRDN, Series B, 1.07% due 10/01/2036 (h)(i) 12,300 19,100 Lakeland, Florida, Energy System Revenue Bonds, VRDN, Series A, 1.10% due 10/01/2035 (h) 19,100 2,950 Lee County, Florida, Hospital Board of Directors, Hospital Revenue Bonds (Memorial Health System), VRDN, Series B, 1.17% due 4/01/2027 (h) 2,950 32,100 Martin County, Florida, PCR, Refunding (Florida Power & Light Company Project), VRDN, 1.15% due 7/15/2022 (h) 32,100 Orange County, Florida, Health Facilities Authority Revenue Bonds, FLOATS (h): 16,583 Series 532, 1.15% due 11/15/2015 (a) 16,583 19,295 Series 830, 1.14% due 11/15/2022 (e) 19,295 Orlando and Orange County, Florida, Expressway Authority, Expressway Revenue Refunding Bonds, VRDN (e)(h): 20,000 Series C2, 1.05% due 7/01/2025 20,000 15,000 Series C3, 1.05% due 7/01/2025 15,000 7,000 Reedy Creek, Florida, Improvement District, Florida Utilities Revenue Bonds, ROCS, Series II-R-4027, 1.15% due 10/01/2023 (f)(h) 7,000 32,000 Saint Lucie County, Florida, PCR, Refunding (Florida Power and Light Company Project), VRDN, 1.17% due 9/01/2028 (h) 32,000 Georgia--3.7% 16,300 Appling County, Georgia, Development Authority, PCR (Georgia Power Plant Hatch), VRDN, Second Series, 1.20% due 12/01/2018 (h) 16,300 120,000 Atlanta, Georgia, Airport Revenue Bonds, BAN, 2.25% due 10/30/2003 120,024 Atlanta, Georgia, Airport Revenue Refunding Bonds, VRDN (f)(h): 26,710 Series B-2, 1.08% due 1/01/2030 26,710 21,710 Series C-3, 1.10% due 1/01/2030 21,710 Atlanta, Georgia, Urban Residential Finance Authority, S/F Mortgage Revenue Bonds, VRDN (h): 1,555 Series NT-R-1A, 1.17% due 12/01/2003 1,555 6,195 Series R-3A, 1.17% due 12/01/2004 6,195 3,000 Atlanta, Georgia, Water and Wastewater Revenue Bonds, MSTR, VRDN, SGA-145, 1.14% due 11/01/2033 (f)(h) 3,000 8,000 Augusta, Georgia, Water and Sewer Revenue Refunding Bonds, MSTR, VRDN, Series SGS-140, 1.14% due 10/01/2032 (e)(h) 8,000 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Georgia $ 12,200 Burke County, Georgia, Development Authority, PCR, Refunding (Georgia Power (concluded) Corporation Plant Vogtle), First Series, 1.25% due 3/25/2004 $ 12,200 10,135 Clayton County, Georgia, Development Authority, Special Facilities Revenue Bonds (Delta Air Lines Project), VRDN, Series A, 1.12% due 6/01/2029 (h) 10,135 7,000 Cobb County, Georgia, Development Authority Revenue Bonds (Whitefield Academy Inc. Project), VRDN, 1.05% due 7/01/2025 (h) 7,000 20,470 DeKalb County, Georgia, School District, GO, TAN, Series 2002-2007, 2% due 12/31/2003 20,515 10,585 Eagle Tax-Exempt Trust, Georgia, GO, VRDN, Series 01, Class 1001, 1.15% due 11/01/2017 (h) 10,585 15,000 Fulton County, Georgia, Housing Authority Revenue Bonds, VRDN, 1.25% due 12/01/2034 (h) 15,000 6,815 Georgia Municipal Electric Authority, Power Revenue Bonds, VRDN, Series D, 1.16% due 1/01/2017 (h) 6,815 7,000 Georgia State Road and Thruway Authority Revenue Bonds, ROCS, Series II-R-216, 1.15% due 3/01/2019 (h) 7,000 85,000 Gwinnett County, Georgia, School District, GO, Construction Sales Tax Notes, 2% due 12/29/2003 85,187 15,995 Municipal Securities Trust Certificates Revenue Bonds, Atlanta, Georgia Wastewater, VRDN, AMT, Series 2002-186, Class A, 1.14% due 2/25/2021 (f)(h) 15,995 Hawaii--1.2% 7,930 Eagle Tax-Exempt Trust, Hawaii, VRDN, Series 2001, Class 1101, 1.15% due 7/01/2011 (h) 7,930 Hawaii State, GO (h): 7,220 FLOATS, Series 605, 1.14% due 8/01/2015 (b) 7,220 28,740 VRDN, Series II-R-126, 1.15% due 1/01/2005 (g) 28,740 Honolulu, Hawaii, City and County, GO, Refunding, VRDN, Series C (b)(h): 16,700 1.30% due 12/01/2012 16,700 16,600 1.30% due 12/01/2017 16,600 4,100 1.30% due 12/01/2019 4,100 19,000 Honolulu, Hawaii, City and County M/F Housing Revenue Bonds (Moanalua Hillside Apartments), VRDN, AMT, 1.15% due 9/15/2032 (h) 19,000 Illinois--8.0% 14,285 ABN Amro Munitops Certificates Trust, Chicago, Illinois, GO, VRDN, Series 2001-31, 1.18% due 1/01/2009 (b)(h) 14,285 Aurora, Illinois, Kane and DuPage Counties and Springfield, Illinois, Single Mortgage Revenue Bonds (h): 635 FLOATS, AMT, Series 789, 1.20% due 4/03/2006 635 58,630 VRDN, Series A, 1.202% due 4/01/2004 58,630 34,500 VRDN, AMT, Series A-2, 1.205% due 4/01/2004 34,500 13,710 Chicago, Illinois, GO, VRDN, Series B, 1.05% due 1/01/2012 13,710 Chicago, Illinois, Midway Airport Revenue Bonds, Second Lien, VRDN, AMT (f)(h): 53,000 Series A, 1.15% due 1/01/2029 53,000 10,000 Series B, 1.15% due 1/01/2029 10,000 5,845 Chicago, Illinois, Motor Fuel Tax Revenue Refunding Bonds, ROCS, Series II-R-2021, 1.15% due 1/01/2020 (a)(h) 5,845 2,700 Chicago, Illinois, O'Hare International Airport Revenue Bonds, ROCS, AMT, Series II-R-239, 1.20% due 1/01/2022 (e)(h) 2,700 14,300 Chicago, Illinois, O'Hare International Airport, Special Facilities Revenue Bonds (Compagnie Nationale--Air France), VRDN, AMT, 1.15% due 5/01/2018 (h) 14,300 6,810 Chicago, Illinois, Park District, GO, Refunding, ROCS, Series II-R-4002, 1.15% due 1/01/2023 (b)(h) 6,810 26,100 Chicago, Illinois, Revenue Bonds (Homestart Program), VRDN, Series A, 1.18% due 6/01/2005 (h) 26,100 11,000 Eagle Tax-Exempt Trust, Chicago Board of Education, VRDN, Series 01, Class 1309, 1.15% due 12/01/2026 (h) 11,000 Eagle Tax-Exempt Trust, Chicago, Illinois, GO, VRDN, Class 1301 (h): 14,380 Series 95, 1.15% due 1/01/2024 14,380 9,900 Series 98, 1.15% due 1/01/2017 9,900 5,000 Eagle Tax-Exempt Trust, Chicago, Illinois, Metropolitan Pier and Exposition Center, VRDN, Class A, Series 2002-6001, 1.15% due 12/15/2028 (f)(h) 5,000 30,000 Eagle Tax-Exempt Trust, Cook County, Illinois, VRDN, Series 02, Class 1303, 1.15% due 11/15/2025 (h) 30,000 Eagle Tax-Exempt Trust, Illinois, GO, VRDN (h): 11,000 Series 01, Class 1307, 1.15% due 11/01/2022 11,000 11,100 Series 02, Class 1302, 1.15% due 2/01/2027 11,100 14,355 Eagle Tax-Exempt Trust, Illinois, Metropolitan Expo Center, VRDN, Series 98, Class 1306, 1.15% due 6/15/2029 (h) 14,355 12,625 Illinois Development Finance Authority, Revenue Refunding Bonds (Provena Health), VRDN, Series C, 1.05% due 5/01/2028 (h) 12,625 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Illinois $ 5,000 Illinois Development Finance Authority, Water Facilities Revenue Refunding (concluded) Bonds (Illinois American Water Company), VRDN, AMT, 1.20% due 3/01/2032 (f)(h) $ 5,000 Illinois Educational Facilities Authority Revenue Bonds, VRDN (h): 8,450 (The Art Institute of Chicago), 1.15% due 3/01/2027 8,450 4,500 (The Art Institute of Chicago), 1.15% due 3/01/2034 4,500 4,800 (Chicago Historical Society), 1.10% due 12/01/2025 4,800 Illinois Educational Facilities Authority, Revenue Refunding Bonds, VRDN (h): 28,800 (The Art Institute of Chicago), 1.15% due 3/01/2027 28,800 17,800 (Northwestern University), 1.10% due 12/01/2025 17,800 Illinois HDA, M/F Housing Revenue Bonds (Danbury Court Apartments), VRDN, AMT (h): 6,300 Series A, 1.18% due 5/01/2037 6,300 450 Series B, 1.28% due 5/01/2037 450 Illinois Health Facilities Authority Revenue Bonds, Revolving Fund, Pooled, VRDN (h): 40,000 Series B, 1.10% due 8/01/2020 40,000 7,000 Series F, 1.10% due 8/01/2015 7,000 Illinois Health Facilities Authority, Revenue Refunding Bonds, VRDN (h): 18,325 (Little Company of Mary Hospital), Series A, 1.17% due 8/15/2021 (f) 18,325 5,700 (Resurrection Health Care), Series A, 1.15% due 5/15/2029 (e) 5,700 16,700 (Resurrection Health Care), Series B, 1.07% due 5/15/2029 (e) 16,700 2,940 Illinois State Dedicated Tax (Macon Trust), VRDN, Series N, 1.18% due 12/15/2020 (h) 2,940 18,815 Illinois State, FLOATS, Series SG-60, 1.13% due 8/01/2019 (h) 18,815 9,000 Illinois State, GO, MERLOTS, Series B04, 1.15% due 12/01/2024 (e)(f)(h) 9,000 Illinois State, GO, Refunding (f)(h): 16,735 FLOATS, Series 743D, 1.14% due 8/01/2015 16,735 5,955 MERLOTS, Series A49, 1.15% due 8/01/2013 5,955 Illinois Student Assistance Commission, Student Loan Revenue Bonds, VRDN (h): 4,400 AMT, Series A, 1.10% due 3/01/2006 4,400 16,605 1.11% due 9/01/2034 16,605 Municipal Securities Trust Certificates, GO, VRDN, Class A (b)(h): 29,085 Series 2001-145, 1.14% due 11/15/2029 29,085 33,895 Series 2002-191, 1.19% due 3/18/2019 33,895 29,950 Municipal Securities Trust Certificates Revenue Bonds, Chicago O'Hare Airport, Illinois, VRDN, AMT, Series 2001-151, Class A, 1.18% due 6/30/2015 (a)(h) 29,950 31,615 Municipal Securities Trust Certificates Revenue Bonds, Metro Pier & Expo Authority, Illinois, VRDN, Series 2001-157, Class A, 1.14% due 10/05/2017 (b)(h) 31,615 21,350 Regional Transportation Authority, Illinois FLOATS, Series SG-82, 1.13% due 6/01/2025 (h) 21,350 Regional Transportation Authority, Illinois, GO, MERLOTS (h): 19,945 Series A24, 1.15% due 7/01/2032 (f) 19,945 4,980 Series A41, 1.15% due 6/01/2017 (b) 4,980 5,190 Regional Transportation Authority, Illinois, Revenue Bonds, MERLOTS, Series B-15, 1.15% due 6/01/2027 (f)(h) 5,190 33,175 Regional Transportation Authority, Illinois, Revenue Refunding Bonds, FLOATS, Series 818-D, 1.14% due 7/01/2033 (b)(h) 33,175 7,000 Will County, Illinois, Exempt Facilities Revenue Bonds (Amoco Chemical Company Project), VRDN, AMT, 1.20% due 3/01/2028 (h) 7,000 Indiana--5.2% 10,000 ABN Amro Munitops Certificates Trust, South Bird, Indiana, VRDN, Series 1998-5, 1.18% due 4/05/2006 (e)(h) 10,000 13,000 Goshen, Indiana, EDR, Refunding (Goshen College Project), VRDN, 1.15% due 10/01/2037 (h) 13,000 Indiana Bond Bank Revenue Bonds: 107,600 Advance Funding Program Notes, Series A, 2% due 1/27/2004 (a) 107,912 5,875 FLOATS, Series 670, 1.14% due 10/01/2022 (f)(h) 5,875 Indiana Bond Bank, Special Program Notes, Series A: 1,600 1.60% due 1/06/2004 1,600 17,400 2% due 1/06/2004 17,435 Indiana Health Facilities Financing Authority, Hospital Revenue Bonds, VRDN (h): 82,200 (Clarian Health Obligation Group), Series C, 1.10% due 3/01/2030 82,200 11,000 (Clarian Health Partners), Series H, 1.10% due 3/01/2033 11,000 15,000 (Community Hospitals Project), Series A, 1.15% due 7/01/2027 15,000 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Indiana Indiana Health Facilities Financing Authority, Hospital Revenue Refunding (concluded) Bonds (Clarian Health Partners), VRDN (h): $ 51,800 Series B, 1.10% due 2/15/2026 $ 51,800 50,800 Series C, 1.10% due 2/15/2026 50,800 1,650 Indiana Health Facilities Financing Authority Revenue Bonds (Capital Access Designated Pool), VRDN, 1.05% due 1/01/2012 (h) 1,650 41,330 Indiana Secondary Market Educational Loans Inc., Educational Loan Revenue Bonds, VRDN, AMT, Series B, 1.10% due 12/01/2014 (a)(h) 41,330 15,830 Indiana State HFA, S/F Mortgage Revenue Bonds, VRDN, AMT, Series E-2, 1.40% due 1/01/2034 (h) 15,830 24,000 Indianapolis, Indiana, Citizens Gas and Coke Company, CP, 0.90% due 10/02/2003 24,000 34,995 Municipal Securities Trust Certificates Revenue Bonds, Indianapolis Local Public Improvement, VRDN, Series 2002-192, Class A, 1.14% due 6/18/2014 (f)(h) 34,995 2,100 Whiting, Indiana, Environmental Facilities Revenue Bonds (BP Products North America Project), VRDN, AMT, 1.20% due 7/01/2035 (h) 2,100 10,000 Whiting, Indiana, Environmental Facilities, Revenue Refunding Bonds (BP Products Project), VRDN, AMT, Series C, 1.20% due 7/01/2034 (h) 10,000 Whiting, Indiana, Industrial Sewer and Solid Waste Disposal, Revenue Refunding Bonds (Amoco Oil Company Project), VRDN, AMT (h): 7,600 1.20% due 1/01/2026 7,600 9,900 1.20% due 1/01/2026 9,900 Iowa--0.2% 14,500 Iowa Student Loan Liquidity Corporation, Student Loan Revenue Bonds, VRDN, AMT, Series B, 1.10% due 12/01/2013 (a)(h) 14,500 10,000 Louisa County, Iowa, PCR, Refunding (Iowa--Illinois Gas and Electric), VRDN, Series A, 1.20% due 9/01/2016 (h) 10,000 Kansas--0.4% 9,100 Butler County, Kansas, Solid Waste Disposal Facilities Revenue Bonds (Texaco Refining and Marketing), VRDN, AMT, Series A, 1.20% due 8/01/2024 (h) 9,100 16,800 Kansas State Development Finance Authority, Health Facilities Revenue Bonds (Stormont--Vail), VRDN, Series M, 1.20% due 11/15/2023 (f)(h) 16,800 13,000 Kansas State Turnpike Authority, Turnpike Revenue Refunding Bonds, PUTTERS, Series 361, 1.05% due 3/01/2011 (a)(h) 13,000 Kentucky--2.2% 12,195 ABN Amro Munitops Certificates Trust, Lexington, Kentucky, GO, VRDN, Series 2001-37, 1.18% due 2/01/2010 (b)(h) 12,195 2,500 Boyd County, Kentucky, Sewer and Solid Waste Revenue Bonds (Air Products and Chemicals Project), VRDN, AMT, 1.26% due 6/01/2021 (h) 2,500 20,930 Carroll County, Kentucky, PCR (Utility Co. Project), Series A, CP, 1.05% due 10/30/2003 20,930 Daviess County, Kentucky, Solid Waste Disposal Facility Revenue Bonds (Scott Paper Company Project),VRDN, AMT (h): 44,100 Series A, 1.20% due 12/01/2023 44,100 26,200 Series B, 1.20% due 12/01/2023 26,200 26,000 Jefferson County, Kentucky, PCR, CP, 1% due 10/06/2003 26,000 26,800 Kenton County, Kentucky, Airport Board, Special Facilities Revenue Bonds (Airis Cincinnati LLC), VRDN, AMT, Series A, 1.15% due 7/01/2032 (h) 26,800 2,200 Kenton County, Kentucky, Airport Board, Special Facilities Revenue Refunding Bonds (Delta Airlines Inc.), VRDN, Series B, 1.12% due 10/01/2030 (h) 2,200 5,900 Kentucky State Property and Buildings Commission, Revenue Refunding Bonds, FLOATS, Series 575, 1.14% due 2/01/2017 (e)(h) 5,900 36,475 Kentucky State Turnpike Authority, Resource Recovery Road Revenue Bonds, FLOATS, Series 488, 1.14% due 7/01/2007 (e)(h) 36,475 16,000 Louisville and Jefferson Counties, Kentucky, Metropolitan Sewer District, Sewer and Drain System Revenue Refunding Bonds, VRDN, Series B, 1.07% due 5/15/2023 (e)(h) 16,000 Louisiana--3.1% 17,700 Ascension Parish, Louisiana, Revenue Bonds (BASF Corporation Project), VRDN, AMT, 1.25% due 3/01/2025(h) 17,700 31,500 Calcasieu Parish, Louisiana, IDB, Environmental Revenue Refunding Bonds (Citgo Petroleum Corp.), VRDN, AMT, 1.22% due 3/01/2025 (h) 31,500 31,845 East Baton Rouge, Louisiana, Mortgage Finance Authority Revenue Bonds (Conventional Program Notes), Series A-R-4, 1.16% due 3/10/2005 31,845 25,000 Jefferson Parish, Louisiana, Hospital Service District Number 001, Hospital Revenue Bonds (West Jefferson Medical Center), VRDN, Series B, 1.10% due 1/01/2028 (e)(h) 25,000 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Louisiana Louisiana HFA, S/F Mortgage Revenue Refunding Bonds: (concluded) $ 16,824 1.156% due 5/28/2004 $ 16,824 8,000 VRDN, AMT, 1.156% due 5/28/2004 (h) 8,000 6,000 Louisiana Local Government, Environmental Facilities, Community Development Authority Revenue Bonds (Honeywell International Inc. Project), VRDN, AMT, 1.28% due 12/01/2037 (h) 6,000 Louisiana Public Facilities Authority Revenue Bonds (Equipment and Capital Facilities Loan Program), VRDN (h): 9,325 Series B, 1.16% due 7/01/2023 9,325 10,440 Series B, 1.16% due 7/01/2023 10,440 15,620 Series C, 1.18% due 7/01/2024 15,620 Louisiana State GO (b)(h): 2,845 FLOATS, Series 667, 1.18% due 4/01/2019 2,845 3,000 ROCS, Series II-R-4017, 1.15% due 5/01/2023 3,000 8,175 New Orleans, Louisiana, Ernest N. Morial Exhibit Hall Authority, Special Tax, ROCS, Series II-R-4038, 1.15% due 7/15/2023 (a)(h) 8,175 21,557 New Orleans, Louisiana, Finance Authority, S/F Mortgage Revenue Refunding Bonds, VRDN, Series C, 1.174% due 6/01/2042 (h) 21,557 15,000 Plaquemines Parish, Louisiana, Environmental Revenue Bonds (BP Exploration & Oil), VRDN, AMT, 1.20% due 10/01/2024 (h) 15,000 4,400 Saint Charles Parish, Louisiana, PCR, Refunding (Shell Oil Company Project), VRDN, 1.10% due 6/01/2005 (h) 4,400 Saint Charles Parish, Louisiana, PCR, VRDN, AMT (h): 48,700 (Shell Oil Company--Norco Project), 1.20% due 11/01/2021 48,700 15,100 (Shell Oil Company--Norco Project), 1.20% due 9/01/2023 15,100 21,000 (Shell Oil Company Project), Series A, 1.20% due 10/01/2022 21,000 4,400 South Louisiana Port Commission, Port Revenue Refunding Bonds (Occidental Petroleum), VRDN, 1.05% due 7/01/2018 (h) 4,400 Maryland--0.8% 5,345 Anne Arundel County, Maryland, Pollution Revenue Bonds (Baltimore Gas and Electric Company), VRDN, 1.23% due 7/01/2004 (h) 5,345 35,700 Baltimore, Maryland, Port Facilities Revenue Bonds (Occidental Petroleum), FLOATS, 0.95% due 10/14/2011 (h) 35,700 Maryland State Community Development Administration, Department of Housing and Community Development, Residential Revenue Refunding Bonds: 19,760 AMT, Series E, 1.25% due 12/18/2003 19,760 20,000 Series D, 1.20% due 12/18/2003 20,000 Massachusetts-- 10,000 Eagle Tax-Exempt Trust, Massachusetts Commuter Facilities, VRDN, Series 2001, 0.7% Class 2101, 1.08% due 6/15/2033 (h) 10,000 29,918 Massachusetts State, GO, Refunding, FLOATS, Series 716D, 1.08% due 8/01/2018 (f)(h) 29,918 24,130 Millbury, Massachusetts, GO, BAN, Series B, 1.50% due 1/23/2004 24,157 7,500 New Bedford, Massachusetts, GO, RAN, 1.75% due 6/30/2004 7,537 Michigan--2.6% 15,000 ABN Amro Munitops Certificates Trust, Michigan, GO, Series 2002-29, 1.05% due 11/01/2010 (b) 15,000 Detroit Michigan, City School District (h): 4,615 GO, VRDN, Series A, 1.16% due 5/01/2029 (e) 4,615 46,715 MERLOTS, Series A-113, 1.15% due 5/01/2029 46,715 9,755 Detroit, Michigan, Sewer Disposal Revenue Refunding Bonds, MSTR, VRDN, SGB 47-A, 1.15% due 7/01/2028 (e)(h) 9,755 Kent Hospital Finance Authority, Michigan, Revenue Refunding Bonds (Spectrum Health), VRDN (f)(h): 24,200 Series B, 1.10% due 1/15/2026 24,200 16,800 Series C, 1.10% due 1/15/2026 16,800 Michigan Municipal Bond Authority Revenue Bonds: 11,000 Series B-1, 2% due 8/20/2004 11,095 24,000 Series B-2, 2% due 8/23/2004 24,207 22,000 Michigan State Hospital Finance Authority, Revenue Refunding Bonds, MERLOTS, Series K, 1.15% due 11/15/2023 (f)(h) 22,000 16,505 Municipal Securities Trust Certificates, Revenue Refunding Bonds (Michigan State Hospital), VRDN, Series 1997-24, Class A, 1.14% due 12/01/2005 (e)(h) 16,505 76,920 Wayne Charter County, Michigan, Airport Revenue Bonds (Detroit Metropolitan Wayne County), VRDN, AMT, Series A, 1.10% due 12/01/2032 (b)(h) 76,920 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Minnesota--1.1% $ 24,950 City of Rochester, Minnesota, Series 2001 C, CP, 0.95% due 10/01/2003 $ 24,950 5,000 Minnesota Rural Water Finance Authority, Public Projects Construction Notes, Series A, 1.75% due 12/15/2003 5,007 81,000 Rochester, Minnesota, Health Care Facilities Revenue Bonds, CP, 1.03% due 1 0/06/2003 81,000 Mississippi--1.5% 7,000 Jackson County, Mississippi, Industrial Sewer Facilities Revenue Bonds (Chevron U.S.A. Inc. Project), VRDN, AMT, 1.20% due 12/15/2024 (h) 7,000 26,705 Jackson County, Mississippi, Port Facility Revenue Refunding Bonds (Chevron U.S.A. Inc. Project), VRDN, 1.15% due 6/01/2023 (h) 26,705 7,100 Mississippi Business Finance Corporation, Mississippi Solid Waste Disposal Revenue Bonds (Mississippi Power Company Project), VRDN, AMT, 1.20% due 7/01/2025 (h) 7,100 3,520 Mississippi Business Finance Corporation, Mississippi, Solid Waste Disposal Revenue Refunding Bonds (Mississippi Power Company Project), VRDN, AMT, 1.20% due 5/01/2028 (h) 3,520 12,500 Mississippi Home Corporation, Lease Purpose Revenue Bonds, VRDN, 1.18% due 10/01/2007 (h) 12,500 46,565 Mississippi Home Corporation, S/F Revenue Bonds, FLOATS, AMT, Series 714, 1.21% due 10/03/2005 (h) 46,565 Mississippi Hospital Equipment and Facilities Authority Revenue Bonds, VRDN (h): 18,700 (Baptist Memorial Hospital Project), 1.11% due 5/01/2021 18,700 25,900 (Mississippi Baptist Medical Center), 1.12% due 7/01/2012 25,900 Missouri--0.9% 40,000 Lees Summit, Missouri, M/F Housing Revenue Bonds (Affordable Housing Acquisition), VRDN, Series A, 1.34% due 7/01/2046 (h) 40,000 37,800 Missouri Higher Education Loan Authority, Student Loan Revenue Bonds, VRDN, AMT, Series B, 1.10% due 6/01/2020 (h) 37,800 10,630 Missouri-Illinois Bi-State Development Agency, Metropolitan District Revenue Bonds, PUTTERS, Series 311, 1.16% due 10/01/2013 (h) 10,630 Nebraska--1.1% 41,350 Lincoln, Nebraska, Electric System Revenue Bonds, CP, 0.90% due 10/08/2003 41,350 4,995 Nebhelp Inc., Nebraska, Revenue Bonds, ROCS, AMT, Series II-R-205, 1.20% due 6/01/2013 (f)(h) 4,995 37,400 Nebraska Public Power District Revenue Bonds, CP, 0.92% due 10/07/2003 37,400 4,995 Nebraska Public Power District, Revenue Refunding Bonds, ROCS, Series II-R-209, 1.15% due 1/01/2012 (f)(h) 4,995 24,750 Omaha, Nebraska, Public Power District, Electric Revenue Bonds, CP, 0.90% due 10/14/2003 24,750 Nevada--1.7% 29,185 ABN Amro Munitops Certificates Trust, Clark County, Nevada Airport, VRDN, Series 1999-15, 1.18% due 1/02/2008 (f)(h) 29,185 71,780 Clark County, Nevada, Airport Improvement Revenue Refunding Bonds, VRDN, Series A, 1.10% due 7/01/2012 (f)(h) 71,780 3,835 Clark County, Nevada, GO, ROCS, Series II-R-4012, 1.20% due 7/01/2023 (a)(h) 3,835 12,500 Clark County, Nevada, IDR (Southwest Gas Corporation Project), VRDN, AMT, Series B, 1.20% due 3/01/2038 (h) 12,500 9,060 Las Vegas Valley, Nevada, Water District, GO, Refunding, MERLOTS, Series B-10, 1.15% due 6/01/2024 (f)(h) 9,060 6,705 Nevada Housing Division Revenue Bonds (Multi-Unit Housing-Mesquite), VRDN, AMT, Series B, 1.35% due 5/01/2028 (h) 6,705 7,345 Washoe County, Nevada, School District, GO, ROCS, Series II-R-2012, 1.15% due 6/01/2020 (b)(h) 7,345 New Hampshire-- 2,640 Manchester, New Hampshire, School Facilities Revenue Bonds, ROCS, 0.5% Series II-R-5018, 1.15% due 6/01/2022 (f)(h) 2,640 30,000 New Hampshire Health and Educational Facilities Authority, Revenue Refunding Bonds (Dartmouth Hitchcock Obligation), VRDN, Series A, 1.05% due 8/01/2031 (e)(h) 30,000 5,475 New Hampshire Higher Educational and Health Facilities Authority Revenue Refunding Bonds, FLOATS, Series 772, 1.14% due 1/01/2017 (b)(h) 5,475 7,415 New Hampshire State Business Finance Authority, Resource Recovery Revenue Refunding Bonds (Wheelabrator), VRDN, Series A, 1.10% due 1/01/2018 (h) 7,415 New Jersey-- 15,000 Bayonne, New Jersey, GO, TAN, 2.50% due 10/22/2003 15,009 1.4% 90,000 New Jersey State, TRAN, Series 2004-A, 2% due 6/25/2004 90,637 25,000 New Jersey State Turnpike Authority, Turnpike Revenue Bonds, VRDN, Series C-2, 1.08% due 1/01/2024 (e)(h) 25,000 12,510 Union County Improvement Authority, Mortgage Revenue Bonds (Cedar Glen Housing Corporation), VRDN, AMT, Series A, 1.10% due 12/15/2034 (h) 12,510 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value New Mexico--0.3% $ 30,000 Bernalillo County, New Mexico, GO, TRAN, Series A, 2% due 12/15/2003 $ 30,051 New York--6.2% 19,720 Babylon, New York, IDA, Residential Recovery Revenue Refunding Bonds (Ogden Martin Project), VRDN, 1.15% due 1/01/2019 (e)(h) 19,720 15,000 Binghamton, New York, GO, Refunding, BAN, 2% due 9/24/2004 15,133 35,000 Buffalo, New York, GO, RAN, Series A, 2.75% due 7/29/2004 35,481 10,000 Central Islip, New York, Union Free School District, GO, TAN, 1.50% due 6/25/2004 10,041 24,700 Eagle Tax-Exempt Trust, New York State (Memorial Sloan), VRDN, Series 98, Class 3202, 1.11% due 7/01/2023 (h) 24,700 9,100 Elmont, New York, Union Free School district, GO, TAN, 1.50% due 6/29/2004 9,117 19,000 Freeport, New York, GO, Refunding, BAN, Series A, 1.75% due 1/22/2004 19,026 9,000 Kings Park, New York, Central School District, GO, TAN, 1.25% due 6/29/2004 9,011 13,000 Long Island Power Authority, New York, Electric System Revenue Bonds, VRDN, Series H, 1.05% due 12/01/2029 (e)(h) 13,000 130,200 Metropolitan Transportation Authority, New York, Dedicated Tax Fund Revenue Refunding Bonds, VRDN, Series B, 1.07% due 11/01/2022 (e)(h) 130,200 14,835 Metropolitan Transportation Authority, New York, Service Contract Revenue Refunding Bonds, FLOATS, Series 741, 1.10% due 1/01/2017 (f)(h) 14,835 25,000 Monroe County, New York, GO, RAN, 1.75% due 4/15/2004 25,080 17,600 Monroe County, New York, Public Improvement, GO, BAN, 2% due 12/19/2003 17,631 Municipal Securities Trust Certificates Revenue Bonds, VRDN (h): 26,045 AMT, Series 2000-93, Class A, 1.18% due 10/04/2012 (a) 26,045 13,995 Series 2002-202, Class A, 1.10% due 10/21/2010 (b) 13,995 21,500 New York City, New York, City Municipal Water Finance Authority, Water and Sewer System Revenue Refunding Bonds, MSTR, VRDN, Series SGB-27, 1.11% due 6/15/2024 (e)(h) 21,500 63,000 New York City, New York, City Transitional Finance Authority, BAN, Refunding, Series 2, 2% due 2/19/2004 63,225 1,144 New York City, New York, City Transitional Finance Authority, Revenue Refunding Bonds (New York City Recovery), VRDN, Series 3, Sub-Series 3-H, 1.10% due 11/01/2022 (h) 1,144 New York State, HFA, Housing Revenue Bonds, VRDN (h): 7,000 (Liberty Street Realty LLC), 1.05% due 11/01/2035 7,000 26,100 (West 33rd Street Housing), AMT, Series A, 1.05% due 11/15/2036 (d) 26,100 17,500 New York State, HFA, Service Contract Revenue Refunding Bonds, VRDN, Series B, 1.03% due 3/15/2026 (h) 17,500 16,885 New York State Local Government Assistance Corporation, Revenue Refunding Bonds, Sub-Lien, VRDN, Series 8V, 1.05% due 4/01/2019 (h) 16,885 5,995 New York State Power Authority Revenue Bonds, ROCS, Series II-R-210, 1.15% due 11/15/2015 (f)(h) 5,995 5,000 Oyster Bay, New York, GO, Refunding, BAN, Series A, 2.25% due 1/23/2004 5,020 12,437 Solvay, New York, Union Free School District, GO, Refunding, BAN, 1.40% due 7/20/2004 12,476 10,000 Triborough Bridge and Tunnel Authority, New York, General Purpose Revenue Refunding Bonds, VRDN, Series B, 1.05% due 1/01/2032 (a)(h) 10,000 28,860 Triborough Bridge and Tunnel Authority, New York, Revenue Bonds, FLOATS, Series 729, 1.10% due 11/15/2019 (f)(h) 28,860 31,900 William Floyd Union Free School District, Mastics-Moriches-Shirley, GO, TAN, 1.25% due 6/25/2004 31,934 North Carolina-- 19,995 Municipal Securities Trust Certificates, North Carolina Eastern Municipal 0.4% Power Agency, VRDN, Series 2002-201, Class A, 1.12% due 4/12/2017 (h) 19,995 10,000 Municipal Securities Trust Certificates, North Carolina, GO, VRDN, Series 2001-125, Class A, 1.11% due 7/23/2015 (h) 10,000 8,165 North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, MERLOTS, Series A22, 1.15% due 1/01/2024 (f)(h) 8,165 4,500 Wake County, North Carolina, Industrial Facilities and Pollution Control Financing Authority Revenue Bonds (Solid Waste Disposal--Highway 55), VRDN, AMT, 1.20% due 9/01/2013 (h) 4,500 North Dakota-- 9,610 North Dakota Rural Water Finance Corporation, Public Projects Construction 0.2% Notes, 2% due 10/15/2004 9,691 6,345 Oliver City, North Dakota, PCR, Refunding, MERLOTS, Series B07, 1.15% due 1/01/2027 (a)(h) 6,345 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Ohio--1.6% Clinton County, Ohio, Hospital Revenue Bonds (Ohio Hospital Capital Asset Inc. Pooled Loan), VRDN (h): $ 1,535 1.38% due 6/01/2028 $ 1,535 6,345 1.18% due 7/01/2029 6,345 70,000 Dayton, Ohio, City School District, School Facilities and Construction, BAN, 2% due 10/16/2003 70,030 22,275 Eagle Tax-Exempt Trust, Ohio State Turnpike, VRDN, Series 98, Class 3503, 1.15% due 2/15/2026 (h) 22,275 10,500 Eagle Tax-Exempt Trust, Ohio, Water Authority Revenue Bonds (Ohio Edison), VRDN, Series 95, Class 3502, 1.15% due 7/01/2015 (h) 10,500 28,000 Hamilton County, Ohio, Health Care Facilities Revenue Bonds (Twin Towers and Twin Lakes), VRDN, Series A, 1.05% due 7/01/2023 (h) 28,000 1,765 Ohio HFA, M/F Housing Revenue Bonds (Kenwood Congregate-Retire), VRDN, 0.95% due 12/01/2015 (h) 1,765 Ohio State Air Quality Development Authority Revenue Refunding Bonds (Cincinnati Gas and Electric), VRDN (h): 7,900 Series A, 1.50% due 9/01/2030 7,900 7,600 Series B, 1.45% due 9/01/2030 7,600 5,000 Ohio State, GO, FLOATS, Series 603, 1.14% due 9/15/2020 (e)(h) 5,000 Oklahoma--1.6% 14,737 Comanche County, Oklahoma, Home Finance Authority, S/F Mortgage Revenue Bonds, VRDN, Series A, 1.181% due 4/01/2004 (h) 14,737 7,500 Grand Gateway, Oklahoma, Home Finance Authority, S/F Mortgage Revenue Bonds, VRDN, Series A, 1.155% due 2/01/2006 (h) 7,500 Moore, Oklahoma, EDA, S/F Mortgage Revenue Bonds, VRDN (h): 7,000 Series A, 0.909% due 4/08/2004 7,000 2,900 Series B-R-3, 0.909% due 12/11/2003 2,900 35,000 Oklahoma County, Oklahoma, Finance Authority Revenue Bonds (Oklahoma County Housing Preservation), VRDN, 1.25% due 1/01/2033 (h) 35,000 26,132 Oklahoma County, Oklahoma, Home Financing Authority, S/F Mortgage Revenue Bonds, VRDN, Series A, 1.182% due 5/01/2006 (h) 26,132 8,680 Oklahoma State Industries Authority, Revenue Refunding Bonds (Integris Baptist), VRDN, Series B, 1.13% due 8/15/2029 (f)(h) 8,680 31,000 Oklahoma State Water Resource Board, State Loan Program Revenue Bonds, VRDN, Series A, 0.87% due 4/01/2004 (h) 31,000 7,000 Rogers County, Oklahoma, HFA, Revenue Bonds, Series A, 1.104% due 12/01/2003 7,000 Tulsa County, Oklahoma, Home Finance Authority, S/F Mortgage Revenue Bonds, VRDN (h): 8,200 Series A, 1.186% due 4/01/2004 8,200 15,000 Series G, 1.14% due 12/01/2003 15,000 Oregon--0.2% 11,730 ABN Amro Munitops Certificates Trust, Portland, Oregon, GO, VRDN, Series 2001-4, 1.15% due 6/01/2009 (f)(h) 11,730 4,250 Gilliam County, Oregon, Solid Waste Disposal Revenue Bonds (Waste Management Inc. Project), VRDN, 1.15% due 7/01/2027 (h) 4,250 7,170 Oregon State Health, Housing, Educational and Cultural Facilities Authority Revenue Bonds (Sacred Heart Medical Center), VRDN, Series A, 1.05% due 11/01/2028 (h) 7,170 Pennsylvania-- 37,330 Allegheny County, Pennsylvania, GO, Refunding, VRDN, Series C-50, 1.30% due 3.3% 5/03/2004 (h) 37,330 2,500 Butler County, Pennsylvania, IDA, IDR, Refunding (Wetterau Finance Co. Project), VRDN, 1.12% due 12/01/2014 (h) 2,500 25,240 Dauphin County, Pennsylvania, General Authority, Revenue Refunding Bonds (School District Pooled Financing Program II), VRDN, 1.08% due 9/01/2032 (a)(h) 25,240 Delaware Valley, Pennsylvania, Regional Finance Authority, Local Government Revenue Bonds, VRDN (h): 15,600 Mode 1, 1.10% due 8/01/2016 15,600 15,100 Series B, 1.10% due 12/01/2020 15,100 5,400 Series C, 1.10% due 12/01/2020 5,400 15,150 Series D, 1.10% due 12/01/2020 15,150 18,735 Eagle Tax-Exempt Trust, Pennsylvania, GO, VRDN, Series 94, Class 3803, 1.15% due 5/01/2008 (h) 18,735 Emmaus, Pennsylvania, General Authority Revenue Bonds, VRDN (h): 13,200 (Pennsylvania Loan Program), Series A, 1.10% due 3/01/2030 (e) 13,200 7,500 Series D, 1.09% due 3/01/2024 7,500 600 Series G, 1.09% due 3/01/2024 600 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Pennsylvania $ 12,020 Erie County, Pennsylvania, Hospital Authority Revenue Bonds, FLOATS, (concluded) Series 820, 1.14% due 7/01/2022 (f)(h) $ 12,020 12,000 Lackawanna County, Pennsylvania, GO, MSTR, VRDN, Series SGB-38, 1.15% due 9/15/2020 (h) 12,000 5,000 Mount Lebanon, Pennsylvania, School District, GO, MERLOTS, Series B19, 1.15% due 2/15/2027 (f)(h) 5,000 Pennsylvania State Higher Education Assistance Agency, Student Loan Revenue Bonds, VRDN, Series A (h): 18,700 1.05% due 12/01/2025 18,700 50,000 AMT, 1.10% due 6/01/2029 (a) 50,000 Pennsylvania State Turnpike Commission, Turnpike Revenue Refunding Bonds, VRDN (h): 20,000 Series A-1, 1.08% due 12/01/2030 20,000 8,800 Series A-3, 1.08% due 12/01/2030 8,800 11,700 Series B, 1.10% due 12/01/2012 11,700 10,000 Philadelphia, Pennsylvania, Water and Wastewater Revenue Refunding Bonds, VRDN, 1.10% due 6/15/2023 (e)(h) 10,000 22,000 Temple University of the Commonwealth System of Higher Education, Pennsylvania, University Funding Obligation Revenue Bonds, 1.20% due 5/04/2004 22,000 Rhode Island-- Rhode Island State and Providence Plantations, GO, FLOATS (h): 0.4% 26,160 Series 568, 1.14% due 9/01/2017 (f) 26,160 16,135 Series 720, 1.14% due 11/01/2022 (b) 16,135 South Carolina-- Berkeley County, South Carolina, Exempt Facilities, Industrial Revenue Bonds 2.1% (Amoco Chemical Company Project), VRDN, AMT (h): 15,300 1.20% due 4/01/2027 15,300 5,700 1.20% due 4/01/2028 5,700 118,000 Charleston County, South Carolina, School District, GO, BAN, 2% due 2/25/2004 118,421 7,500 Dorchester County, South Carolina, GO, TAN, 1.75% due 4/15/2004 7,530 Florence County, South Carolina, Solid Waste Disposal and Wastewater Treatment Revenue Bonds (Roche Carolina Inc. Project), VRDN, AMT (h): 35,000 1.20% due 4/01/2026 35,000 19,200 1.20% due 4/01/2027 19,200 12,500 South Carolina Transportation Infrastructure Bank Revenue Bonds, FLOATS, Series 728, 1.14% due 10/01/2022 (a)(h) 12,500 South Dakota-- 13,300 Lawrence County, South Dakota, Solid Waste Disposal Revenue Bonds (Homestake 0.1% Mining), VRDN, AMT, Series A, 1.20% due 7/01/2032 (h) 13,300 Tennessee--5.5% Blount County, Tennessee, Public Building Authority, Local Government Public Improvement Revenue Bonds, VRDN (a)(h): 2,300 Series A-1-D, 1.20% due 6/01/2025 2,300 8,000 Series A-2E, 1.20% due 6/01/2035 8,000 Clarksville, Tennessee, Public Building Authority Revenue Bonds, Pooled Financing (Tennessee Municipal Bond Fund), VRDN (h): 41,995 1.10% due 11/01/2027 41,995 75,500 1.10% due 6/01/2029 75,500 65 1.15% due 7/01/2031 65 Knoxville, Tennessee, Utilities Board Revenue Bonds, VRDN (e)(h): 15,915 (Sub-Gas System), 1.18% due 1/15/2005 15,915 18,625 (Sub-Wastewater System), 1.18% due 1/15/2005 18,625 8,100 Loudon, Tennessee, IDB, PCR, Refunding (A.E. Staley Manufacturing Company Project), VRDN, 1.05% due 6/01/2023 (h) 8,100 6,450 Memphis, Tennessee, Health, Educational and Housing Facility Board, M/F Housing Revenue Bonds (Chickasaw Place Apartments), VRDN, AMT, 1.23% due 6/01/2033 (h) 6,450 25,000 Memphis, Tennessee, Health, Educational and Housing Facility Board Revenue Bonds (Not-for-Profit M/F Program), VRDN, 1.25% due 8/01/2032 (h) 25,000 4,410 Metropolitan Government of Nashville and Davidson County, Tennessee, Health and Education Facilities Board Revenue Bonds, FLOATS, Series 533, 1.13% due 11/15/2016 (e)(h) 4,410 Montgomery County, Tennessee, Public Building Authority, Pooled Financing Revenue Bonds, VRDN (h): 2,980 (Montgomery County Loan), 1.10% due 7/01/2019 2,980 30,375 (Tennessee County Loan Pool), 1.10% due 11/01/2027 30,375 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Tennessee Sevier County, Tennessee, Public Building Authority Revenue Bonds, Local (concluded) Government Public Improvement, VRDN (h): $ 69,900 AMT, Series III-A, 1.23% due 6/01/2028 (a) $ 69,900 7,100 Series II-A-1, 1.10% due 6/01/2024 (a) 7,100 5,105 Series II-E-2, 1.10% due 6/01/2021 (a) 5,105 15,000 Series II-F-3, 1.10% due 6/01/2005 (a) 15,000 10,000 Series III-D-2, 1.10% due 6/01/2017 (a) 10,000 4,525 Series III-D-6, 1.10% due 6/01/2020 (a) 4,525 19,035 Series III-E-1, 1.10% due 6/01/2025 19,035 10,000 Series III-E-4, 1.10% due 6/01/2025 10,000 Shelby County, Tennessee, CP: 32,400 GO, Series 01, 0.93% due 11/06/2003 32,400 11,000 Series 1999-A, 0.90% due 10/09/2003 11,000 12,000 Shelby County, Tennessee, Health, Educational and Housing Facilities Board Revenue Bonds (Hutchison School Project), VRDN, 1.12% due 5/01/2026 (h) 12,000 Tennessee HDA, S/F Mortgage Revenue Bonds, VRDN (h): 5,285 Series CN1-R1, 0.909% due 12/08/2005 5,285 1,090 Series CN1-R2, 0.909% due 12/08/2005 1,090 93,635 Series CN1-R4, 0.909% due 6/10/2004 93,635 21,000 Tennessee State Local Development Authority Revenue Bonds (Student Loan Program), BAN, Series A, 2% due 6/07/2004 21,145 Texas--13.9% ABN Amro Munitops, Certificates Trust, VRDN (h): 9,030 Grapevine, Texas, Permanent School Fund, GO, Series 2001-8, 1.18% due 2/15/2007 9,030 15,750 Houston, Texas, Airport Revenue, AMT, Series 1998-15, 1.22% due 7/05/2006 (b) 15,750 29,950 San Antonio, Texas, Independent School District, Series 1999-10, 1.18% due 3/07/2007 (f) 29,950 5,075 Aldine, Texas, Independent School District, GO, Refunding, ROCS, Series II-R-158, 1.15% due 2/15/2020 (h) 5,075 16,561 Austin, Texas, Utility System Revenue Bonds, CP, Series A, 0.90% due 10/07/2003 16,561 7,445 Austin, Texas, Utility System Revenue Refunding Bonds, ROCS, Series II-R-159, 1.15% due 5/15/2014 (e)(h) 7,445 13,845 Bexar County, Texas, Revenue Bonds, FLOATS, Series 454, 1.14% due 8/15/2008 (f)(h) 13,845 10,000 Brazos River Authority, Texas, Harbor Navigational District, Brazoria County Revenue Bonds (BASF Corp.), VRDN, AMT, 1.25% due 4/01/2032 (h) 10,000 25,000 Brazos River, Texas, Harbor Industrial Development Corporation Revenue Bonds (BASF Corporation Project), VRDN, AMT, 1.20% due 5/01/2038 (h) 25,000 Cameron County, Texas, Housing Finance Corporation, S/F Mortgage Revenue Bonds, VRDN (h): 5,000 1.15% due 9/01/2006 5,000 9,925 AMT, Series A, 0.974% due 6/01/2004 9,925 17,811 Central Texas Housing Finance Corporation, S/F Mortgage Revenue Bonds, AMT, VRDN, Series A, 1.156% due 7/01/2004 (h) 17,811 7,435 Corpus Christi, Texas, Business and Job Development Corporation, Sales Tax Revenue Refunding Bonds, ROCS, Series II-R-2001, 1.15% due 9/01/2017 (a)(h) 7,435 4,000 Corpus Christi, Texas, Industrial Development Corp., IDR (Dedietrich USA Incorporated Project), VRDN, AMT, 1.25% due 11/01/2008 (h) 4,000 6,995 Dallas, Texas, Independent School District, GO, Refunding, FLOATS, Series 794, 1.14% due 2/15/2019 (h) 6,995 Dallas-Fort Worth, Texas, International Airport Revenue Bonds, AMT (h): 3,000 FLOATS, Series 824, 1.21% due 11/01/2015 (a) 3,000 7,140 PUTTERS, Series 350, 1.15% due 5/01/2011 (f) 7,140 2,500 PUTTERS, Series 351, 1.20% due 5/01/2008 (e) 2,500 Dallas-Fort Worth, Texas, Regional Airport Revenue Bonds, MSTR, VRDN, AMT (f)(h): 25,300 Series SGB-49, 1.18% due 11/01/2023 25,300 9,495 Series SGB-52, 1.17% due 11/01/2017 9,495 Dallas-Fort Worth, Texas, Regional Airport Revenue Refunding Bonds, MSTR, VRDN (h): 23,885 AMT, Series SGB-46, 1.17% due 11/01/2020 (f) 23,885 6,600 Series SGB-52, 1.15% due 11/01/2015 (b) 6,600 6,000 Eagle Tax-Exempt Trust, Dallas, Texas, VRDN, Series 01, Class 4310, 1.15% due 12/01/2026 (h) 6,000 8,435 Eagle Tax-Exempt Trust, Dallas-Fort Worth, Texas, International Airport Revenue Bonds, AMT, Series 2003-0020, Class A, 1.20% due 11/01/2032 (a) 8,435 9,900 Eagle Tax-Exempt Trust, Dallas-Fort Worth, Texas, VRDN, Series 96C, Class 4301, 1.15% due 11/01/2005 (h) 9,900 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Texas $ 4,915 Eagle Tax-Exempt Trust, San Antonio, Texas, VRDN, Series 01, Class 4311, (continued) 1.15% due 8/15/2026 (h) $ 4,915 10,747 El Paso County, Texas, Housing Finance Corporation, S/F Mortgage Revenue Bonds, VRDN, Series A, 0.909% due 12/11/2003 (h) 10,747 4,500 Fort Bend County, Texas, GO, MSTR, VRDN, SGB-46-A, 1.15% due 3/01/2032 (f)(h) 4,500 5,300 Grapevine, Texas, Industrial Development Corporation, Airport Revenue Refunding Bonds (Southern Air Transport), VRDN, 1.10% due 3/01/2010 (h) 5,300 7,300 Gulf Coast IDA, Texas, Marine Terminal Revenue Bonds (Amoco Oil Company Project), VRDN, AMT, 1.20% due 4/01/2028 (h) 7,300 7,400 Gulf Coast IDA, Texas, Solid Waste Disposal Revenue Bonds (Citgo Petroleum Corporation Project), VRDN, AMT, 1.22% due 4/01/2026 (h) 7,400 Gulf Coast Waste Disposal Authority, Texas, Environmental Facilities Revenue Bonds, VRDN, AMT (h): 19,000 (American Acryl LP Project), 1.20% due 5/01/2038 19,000 25,000 (American Acryl LP Project), Series B, 1.15% due 9/01/2036 25,000 2,200 (BP Amoco Chemical Company), 1.20% due 5/01/2038 2,200 8,400 (BP Products North America Project), 1.20% due 7/01/2034 8,400 8,000 (BP Products North America Project), 1.20% due 7/01/2036 8,000 Gulf Coast Waste Disposal Authority, Texas, Environmental Facilities Revenue Refunding Bonds (Amoco Oil Company Project), VRDN, AMT (h): 13,800 1.20% due 1/01/2026 13,800 14,700 1.20% due 1/01/2026 14,700 36,300 Gulf Coast Waste Disposal Authority, Texas, PCR (Amoco Oil Company Project), VRDN, AMT, 1.20% due 6/01/2024 (h) 36,300 12,500 Gulf Coast, Waste Disposal Authority, Texas, Revenue Bonds (Air Products Project), VRDN, AMT, 1.26% due 3/01/2035 (h) 12,500 17,710 Harris County, Texas, FLOATS, Series SG-45, 1.13% due 8/15/2016 (h) 17,710 13,000 Harris County, Texas, Health Facilities Development Corporation, Revenue Refunding Bonds (Methodist Hospital), VRDN, 1.10% due 12/01/2032 (h) 13,000 Harris County, Texas, Industrial Development Corporation, Solid Waste Disposal Revenue Bonds, VRDN, AMT (h): 12,500 (Deer Park), Series 95-B, 1.24% due 3/01/2023 12,500 46,100 (Deer Park Limited Partnership), Series A, 1.24% due 2/01/2023 46,100 10,380 Harris County, Texas, Revenue Refunding Bonds, ROCS, Series II-R-1030, 1.15% due 8/15/2017 (e)(h) 10,380 75,000 Houston, Texas Independent School District, GO, Refunding, VRDN, 1.05% due 6/03/2004 (h) 74,979 Houston, Texas, Water and Sewer System Revenue Bonds: 16,500 CP, Series A, 0.90% due 10/29/2003 16,500 7,830 MERLOTS, Series A-128, 1.15% due 12/01/2029 (f)(h) 7,830 3,390 Irving, Texas, Independent School District, GO, Refunding, ROCS, Series II-R-2028, 1.15% due 2/15/2022 (h) 3,390 4,860 Middle Rio Grande, Texas, Housing Finance Corporation, S/F Revenue Bonds, FLOATS, AMT, Series 709, 1.21% due 8/02/2004 (h) 4,860 10,395 Municipal Securities Trust Certificates, Austin, Texas, Water Revenue Refunding Bonds, VRDN, Series 2001-134, Class A, 1.14% due 5/15/2010 (e)(h) 10,395 North Texas Higher Education Authority Inc., Student Loan Revenue Bonds, VRDN, AMT (a)(h): 12,800 Series C, 1.10% due 4/01/2020 12,800 13,700 Series F, 1.10% due 4/01/2020 13,700 26,000 North Texas Higher Education Authority Inc., Student Loan Revenue Refunding Bonds, VRDN, AMT, 1.10% due 12/01/2032 (h) 26,000 3,000 North Texas Thruway Authority, Dallas, North Thruway Systems, Revenue Refunding Bonds, VRDN, Series II-R-166, 1.15% due 1/01/2016 (b)(h) 3,000 Panhandle-Plains, Texas, Higher Education Authority Incorporated, Student Loan Revenue Bonds, VRDN, AMT (h): 34,800 Series A, 1.10% due 6/01/2021 34,800 3,300 Series B, 1.10% due 6/01/2021 (f) 3,300 7,100 Panhandle-Plains, Texas, Higher Education Authority Incorporated, Student Loan Revenue Refunding Bonds, VRDN, AMT, Series A, 1.10% due 6/01/2008 (h) 7,100 5,000 Pasadena, Texas, Independent School District, GO, VRDN, Series A, 1.35% due 4/01/2004 (h) 5,000 17,335 Port Arthur, Texas, Navigation District, Environmental Facilities Revenue Refunding Bonds (Motiva Enterprises Project), VRDN, AMT, 1.15% due 12/01/2027 (h) 17,335 10,000 Port Arthur, Texas, Navigation District, Industrial Development Corporation, Exempt Facilities Revenue Bonds (Air Products and Chemicals Project), VRDN, AMT, 1.26% due 4/01/2036 (h) 10,000 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Texas Port Arthur, Texas, Navigation District Revenue Bonds, VRDN, AMT (h): (concluded) $ 20,000 (BASF Corporation Project), 1.25% due 4/01/2033 $ 20,000 10,000 Multi-Mode (Atofina Petrochemicals), Series B, 1.30% due 4/01/2027 10,000 19,200 Port Corpus Christi, Texas, Industrial Development Corporation, Environmental Facilities Revenue Bonds (Citgo Petroleum Corporation Project), VRDN, AMT, 1.22% due 8/01/2028 (h) 19,200 50,000 Port Corpus Christi, Texas, Nueces County Solid Waste Disposal Revenue Refunding Bonds (Flint Hills Resources), VRDN, AMT, Series A, 1.45% due 7/01/2029 (h) 50,000 10,000 San Antonio, Texas, Hotel Occupancy Revenue Bonds, FLOATS, Series SG-51, 1.13% due 8/15/2019 (h) 10,000 8,700 Southwest Texas, Higher Education Authority Incorporated Revenue Refunding Bonds (Southern Methodist University), VRDN, 1.15% due 7/01/2015 (h) 8,700 13,080 Southeast Texas Housing Finance Corporation Revenue Bonds, FLOATS, AMT, Series 661, 1.21% due 4/01/2005 (h) 13,080 11,070 Southeast Texas Housing Finance Corporation, Revenue Refunding Bonds, VRDN, Series R-3, 0.918% due 3/11/2004 (h) 11,070 45,000 Texas State College Student Loan, GO, Refunding, VRDN, 0.95% due 7/01/2004 (h) 45,000 7,195 Texas State, GO, Refunding, FLOATS, Series 657, 1.14% due 4/01/2010 (h) 7,195 11,890 Texas State, GO, Refunding (Veterans Housing Assistance Fund I), VRDN, 1.05% due 12/01/2016 (h) 11,890 418,500 Texas State, TRAN, 2% due 8/31/2004 421,675 5,510 Texas State University System, Financing Revenue Refunding Bonds, ROCS, Series II-R-1011, 1.15% due 3/15/2019 (e)(h) 5,510 4,800 West Side Calhoun County, Texas, Navigation District Sewer and Solid Waste District Revenue Bonds (BP Chemicals Inc. Project), VRDN, AMT, 1.20% due 4/01/2031 (h) 4,800 Utah--0.3% 20,000 Emery County, Utah, PCR, Refunding (Pacificorp Projects), VRDN, 1.25% due 11/01/2024 (a)(h) 20,000 12,500 Weber County, Utah, Hospital Revenue Bonds (IHC Health Services), VRDN, Series A, 1.10% due 2/15/2031 (h) 12,500 Vermont--0.0% 3,305 Vermont HFA, S/F Revenue Bonds, VRDN, AMT, Series 16 A, 1.21% due 5/01/2032 (e)(h) 3,305 Virginia--1.0% 13,685 Louisa, Virginia, Development Authority, Solid Waste and Sewer Disposal Revenue Bonds (Virginia Electric and Power Company Project), VRDN, AMT, Series A, 3.40% due 3/01/2004 (h) 13,817 6,000 Metropolitan Washington, D.C., Airport Authority System Revenue Bonds, ROCS, Series II-R-195, 1.20% due 10/01/2032 (b)(h) 6,000 13,995 Metropolitan Washington, D.C., Virginia, Airports Authority, General Airport Revenue Bonds, PUTTERS, AMT, Series 240, 1.10% due 10/01/2021 (f)(h) 13,995 66,400 Norfolk, Virginia, IDA, Revenue Bonds (Pooled Financing Program--Sentrar), CP, 0.90% due 10/10/2003 66,400 3,320 Virginia State, GO, Refunding, ROCS, Series II-R-170, 1.15% due 6/01/2015 (h) 3,320 Washington--2.5% ABN Amro Munitops Certificates Trust, Seattle, Washington, GO, VRDN (f)(h): 20,000 Series 1998-16, 1.17% due 10/04/2006 20,000 13,500 Series 1998-22, 1.18% due 1/03/2007 13,500 22,900 Clark County, Washington, Public Utility District Number 001, Generating System Revenue Refunding Bonds, MSTR, VRDN, Series SGA-118, 1.16% due 1/01/2025 (e)(h) 22,900 9,000 Grant County, Washington, Public Utility District Number 002, Electric Revenue Refunding Bonds, ROCS, Series II-R-2039, 1.15% due 1/01/2019 (e)(h) 9,000 5,280 King County, Washington, School District Number 410, Snoqualmie Valley, GO, ROCS, Series II-R-4513, 1.15% due 12/01/2020 (e)(h) 5,280 14,810 King County, Washington, Sewer Revenue Refunding Bonds, FLOATS, Series 554, 1.14% due 7/01/2009 (b)(h) 14,810 2,285 Lewis County, Washington, Public Utility District Number 001, Cowlitz Falls Hydroelectric Revenue Refunding Bonds, ROCS, Series II-R-4026, 1.15% due 10/01/2023 (f)(h) 2,285 14,070 Municipal Securities Trust Certificates, Washington State Motor Vehicle Fuel Tax, GO, VRDN, Series 2001-112, Class A, 1.16% due 1/07/2021 (h) 14,070 4,985 Port Seattle, Washington, Revenue Bonds, MERLOTS, AMT, Series B 04, 1.20% due 9/01/2015 (h) 4,985 5,000 Port Seattle, Washington, Special Facilities Revenue Bonds, MERLOTS, AMT, Series B40, 1.20% due 6/01/2025 (f)(h) 5,000 24,700 Seattle, Washington, Municipal Light and Power Revenue Bonds, RAN, 2.50% due 11/21/2003 24,735 4,995 Seattle, Washington, Water System Revenue Refunding Bonds, ROCS, Series II-R-4006, 1.15% due 9/01/2022 (f)(h) 4,995 4,945 Snohomish County, Washington, GO, ROCS, Series II-R-1059, 1.15% due 12/01/2020 (f)(h) 4,945 3,500 Spokane County, Washington, Spokane School District Number 081, GO, ROCS, Series II-R-4000, 1.15% due 12/01/2019 (e)(h) 3,500 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Schedule of Investments (concluded) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Washington $ 14,085 Tacoma, Washington, Water Revenue Refunding Bonds, FLOATS, Series 555, 1.14% (concluded) due 12/01/2009 (b)(h) $ 14,085 15,075 Washington State, GO, PUTTERS, Series 333, 1.19% due 12/01/2014 (f)(h) 15,075 12,955 Washington State, GO, Refunding, MERLOTS, Series A57, 1.15% due 1/01/2011 (f)(h) 12,955 Washington State Housing Finance Commission, M/F Housing Revenue Bonds, VRDN, AMT (h): 6,400 (Arbors on the Park Project), 1.25% due 10/01/2024 6,400 9,695 (Courtside Apartments Project), 1.20% due 1/01/2026 9,695 Washington State Public Power Supply Systems, Electric Revenue Refunding Bonds, VRDN (f)(h): 8,200 (Project Number 2), Series 2A-1, 1.05% due 7/01/2012 8,200 6,155 (Project Number 2), Series 2A-2, 1.05% due 7/01/2012 6,155 4,430 (Project Number 3), Series 3-A, 1% due 7/01/2018 4,430 23,860 Washington State Public Power Supply Systems, Revenue Refunding Bonds (Nuclear Project Number 1), VRDN, Series 1A-2, 1.05% due 7/01/2017 (h) 23,860 West Virginia-- 10,695 ABN Amro Munitops Certificates Trust, West Virigina State, GO, VRDN, 0.2% Series 2000-12, 1.18% due 6/04/2008 (f)(h) 10,695 11,220 Hancock County, West Virginia, County Commission, IDR, Refunding (The Boc Group Inc. Project), VRDN, 1.05% due 8/01/2005 (h) 11,220 Wisconsin--1.8% 16,000 Carlton, Wisconsin, PCR, Refunding (Wisconsin Power and Light Company Project), VRDN, Series B, 1.55% due 9/01/2005 (h) 16,000 14,850 Eagle Tax-Exempt Trust, Wisconsin, Ball Park, VRDN, Series 98, Class 4901, 1.15% due 12/15/2026 (h) 14,850 3,715 Hartland, Wisconsin, IDR (Commercial Communications Inc. Project), VRDN, AMT, 1.35% due 8/01/2009 (h) 3,715 19,000 Pleasant Prairie, Wisconsin, Pollution Revenue Refunding Bonds (Wisconsin Electric Power Company), VRDN, Series C, 1.35% due 9/01/2030 (h) 19,000 5,000 Wisconsin Housing and Economic Development Authority, Home Ownership Revenue Bonds, VRDN, AMT, Series B, 1.125% due 9/01/2034 (h) 5,000 7,335 Wisconsin Housing and Economic Development Authority, Home Ownership Revenue Refunding Bonds, VRDN, AMT, Series E, 1.125% due 3/01/2028 (h) 7,335 6,000 Wisconsin Rural Water Construction Loan, Program Commission Revenue Bonds, BAN, 2% due 10/15/2004 6,051 Wisconsin State, CP: 10,400 GO, Series 2000-A, 0.93% due 10/9/2003 10,400 12,670 GO, Series 2000-A, 0.95% due 11/6/2003 12,670 26,500 GO, Series 98-B, 0.93% due 12/09/2003 26,500 16,000 GO, Series 98-B, 0.93% due 12/09/2003 16,000 34,935 Series B, 0.90% due 10/06/2003 34,935 14,040 Wisconsin State Transportation Revenue Bonds, ROCS, Series II-R-1021, 1.15% due 7/01/2021 (b)(h) 14,040 Wyoming--0.3% 12,960 Lincoln County, Wyoming, PCR, Refunding (Pacificorp Projects), VRDN, 1.18% due 11/01/2024 (a)(h) 12,960 16,960 Sweetwater County, Wyoming, PCR, Refunding (Pacificorp Project), VRDN, 1.18% due 11/01/2024 (a)(h) 16,960 Puerto Rico-- 12,800 Puerto Rico Electric Power Authority, Power Revenue Bonds, MSTR, VRDN, 0.1% Series SGA-43, 1.10% due 7/01/2022 (h) 12,800 Total Investments (Cost--$10,128,198*)--99.8% 10,128,198 Other Assets Less Liabilities--0.2% 17,231 ----------- Net Assets--100.0% $10,145,429 =========== (a)AMBAC Insured. (b)FGIC Insured. (c)FHLMC Collateralized. (d)FNMA Collateralized. (e)FSA Insured. (f)MBIA Insured. (g)Prerefunded. (h)The interest rate is subject to change periodically based upon prevailing market rates. The interest rate shown is the rate in effect at September 30, 2003. (i)XL Capital Insured. *Cost for Federal income tax purposes. See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Statement of Assets and Liabilities Master Tax-Exempt Trust As of September 30, 2003 Assets Investments, at value (identified cost--$10,128,198,028) $ 10,128,198,028 Cash 97,555 Receivables: Interest $ 26,610,639 Contributions 3,717,078 Securities sold 3,377 30,331,094 ----------------- Prepaid registration fees and other assets 260,017 ----------------- Total assets 10,158,886,694 ----------------- Liabilities Payables: Securities purchased 13,190,628 Investment adviser 151,136 Other affiliates 116,384 ----------------- Total liabilities 13,458,148 ----------------- Net Assets Net assets $ 10,145,428,546 ================= Net Assets Consist of Investors' capital $ 10,145,428,546 ----------------- Net assets $ 10,145,428,546 ================= See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Statement of Operations Master Tax-Exempt Trust For the Six Months Ended September 30, 2003 Investment Income Interest and amortization of premium and discount earned $ 59,481,816 Expenses Investment advisory fees $ 7,072,473 Accounting services 444,349 Custodian fees 85,021 Professional fees 24,981 Pricing fees 21,501 Trustees' fees and expenses 20,980 Other 28,463 ----------------- Total expenses 7,697,768 ----------------- Investment income--net 51,784,048 ----------------- Realized Loss on Investments--Net Realized loss on investments--net (343,508) ----------------- Net Increase in Net Assets Resulting from Operations $ 51,440,540 ================= See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Statements of Changes in Net Assets Master Tax-Exempt Trust For the Six For the Period Months Ended February 13, 2003++ September 30, to March 31, Increase (Decrease) in Net Asset Value: 2003 2003 Operations Investment income--net $ 51,784,048 $ 13,938,742 Realized gain (loss) on investments--net (343,508) 291,802 ----------------- ----------------- Net increase in net assets resulting from operations 51,440,540 14,230,544 ----------------- ----------------- Capital Transactions Proceeds from contributions 18,100,705,328 3,757,178,224 Fair value of net asset contributions -- 10,591,437,724 Fair value of withdrawals (18,597,896,705) (3,771,767,109) ----------------- ----------------- Net increase (decrease) in net assets derived from capital transactions (497,191,377) 10,576,848,839 ----------------- ----------------- Net Assets Total increase (decrease) in net assets (445,750,837) 10,591,079,383 Beginning of period 10,591,179,383 100,000 ----------------- ----------------- End of period $ 10,145,428,546 $ 10,591,179,383 ================= ================= ++Commencement of operations. See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Financial Highlights Master Tax-Exempt Trust For the Six For the Period Months Ended February 13, 2003++ The following ratios have been derived from September 30, to March 31, information provided in the financial statements. 2003 2003 Total Investment Return Total investment return .97%* .68%* ================= ================= Ratios to Average Net Assets Expenses .15%* .21%* ================= ================= Investment income and realized gain (loss) on investments--net .97%* 1.04%* ================= ================= Supplemental Data Net assets, end of period (in thousands) $ 10,145,429 $ 10,591,179 ================= ================= *Annualized. ++Commencement of operations. See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Notes to Financial Statements Master Tax-Exempt Trust 1. Significant Accounting Policies: Master Tax-Exempt Trust (the "Trust") is registered under the Investment Company Act of 1940, as amended, and is organized as a Delaware statutory trust. The Declaration of Trust permits the Trustees to issue nontransferable interest in the Trust, subject to certain limitations. The Trust's financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. These unaudited financial statements reflect all adjustments, which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. All such adjustments are of a normal, recurring nature. The following is a summary of significant accounting policies followed by the Trust. (a) Valuation of investments--Investments are valued at amortized cost, which approximates market value. For the purpose of valuation, the maturity of a variable rate demand instrument is deemed to be the demand notice payment period. In the case of a floating rate instrument, the remaining maturity is the next coupon date on which the interest rate is to be adjusted. (b) Income taxes--The Trust is classified as a partnership for Federal income tax purposes. As such, each investor in the Trust is treated as owner of its proportionate share of the net assets, income, expenses and realized and unrealized gains and losses of the Trust. Therefore, no Federal income tax provision is required. It is intended that the Trust's assets will be managed so an investor in the Trust can satisfy the requirements of Subchapter M of the Internal Revenue Code. (c) Security transactions and investment income--Security transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on security transactions are determined on the identified cost basis. Interest income (including amortization of premium and discount) is recognized on the accrual basis. 2. Investment Advisory Agreement and Transactions with Affiliates: The Trust has entered into an Investment Advisory Agreement with Fund Asset Management, L.P. ("FAM"). The general partner of FAM is Princeton Services, Inc. ("PSI"), an indirect, wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the limited partner. FAM is responsible for the management of the Trust's portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Trust. For such services, the Trust pays a monthly fee based upon the average daily value of the Trust's net assets at the following annual rates: .25% of the Trust's average daily net assets not exceeding $500 million; ..175% of the average daily net assets in excess of $500 million but not exceeding $1 billion; and .125% of the average daily net assets in excess of $1 billion. For the six months ended September 30, 2003, the Trust reimbursed FAM $77,398 for certain accounting services. Certain officers and/or trustees of the Trust are officers and/or directors of FAM, PSI, and/or ML & Co. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2003 Item 2 - Did registrant adopt a code of ethics, as of the end of the period covered by this report, that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party? If not, why not? Briefly describe any amendments or waivers that occurred during the period. State here if code of ethics/amendments/waivers are on website and give website address-. State here if fund will send code of ethics to shareholders without charge upon request--N/A (annual requirement only) Item 3 - Did the registrant's board of directors determine that the registrant either: (i) has at least one audit committee financial expert serving on its audit committee; or (ii) does not have an audit committee financial expert serving on its audit committee? If yes, disclose name of financial expert and whether he/she is "independent," (fund may, but is not required, to disclose name/ independence of more than one financial expert) If no, explain why not. - N/A (annual requirement only) Item 4 - Disclose annually only (not answered until December 15, 2003) (a) Audit Fees - Disclose aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. N/A. (b) Audit-Related Fees - Disclose aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A. (c) Tax Fees - Disclose aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A. (d) All Other Fees - Disclose aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. N/A. (e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. N/A. (e)(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. N/A. (f) If greater than 50%, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. N/A. (g) Disclose the aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant. N/A. (h) Disclose whether the registrant's audit committee has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. N/A. Item 5 - If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act, state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrant's audit committee in Section 3(a)(58)(B) of the Exchange Act, so state. If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act regarding an exemption from the listing standards for audit committees. N/A (Listed issuers must be in compliance with the new listing rules by the earlier of their first annual shareholders meeting after January 2004, or October 31, 2004 (annual requirement)) Item 6 - Reserved Item 7 - For closed-end funds that contain voting securities in their portfolio, describe the policies and procedures that it uses to determine how to vote proxies relating to those portfolio securities. N/A Item 8--Reserved Item 9(a) - The registrant's certifying officers have reasonably designed such disclosure controls and procedures to ensure material information relating to the registrant is made known to us by others particularly during the period in which this report is being prepared. The registrant's certifying officers have determined that the registrant's disclosure controls and procedures are effective based on our evaluation of these controls and procedures as of a date within 90 days prior to the filing date of this report. Item 9(b)--There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Item 10 - Exhibits 10(a) - Attach code of ethics or amendments/waivers, unless code of ethics or amendments/waivers is on website or offered to shareholders upon request without charge. N/A. 10(b) - Attach certifications pursuant to Section 302 of the Sarbanes-Oxley Act. Attached hereto. 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. CMA Tax-Exempt Fund and Master Tax-Exempt Trust By: _/s/ Terry K. Glenn_______ Terry K. Glenn, President of CMA Tax-Exempt Fund and Master Tax-Exempt Trust Date: November 21, 2003 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/ Terry K. Glenn________ Terry K. Glenn, President of CMA Tax-Exempt Fund and Master Tax-Exempt Trust Date: November 21, 2003 By: _/s/ Donald C. Burke________ Donald C. Burke, Chief Financial Officer of CMA Tax-Exempt Fund and Master Tax-Exempt Trust Date: November 21, 2003 Attached hereto as a furnished exhibit are the certifications pursuant to Section 906 of the Sarbanes-Oxley Act.