EX-99. CERT
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Terry K. Glenn, President of CMA Tax-Exempt Fund and Master Tax-
Exempt Trust, certify that:
1. I have reviewed this report on Form N-CSR of CMA Tax-Exempt Fund
and Master Tax-Exempt Trust (together, the "Fund");
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial statements
are required to include a statement of cash flows) of the Fund as
of, and for, the periods presented in this report;
4. The Fund's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Rule 30a-3(c) under the Investment Company Act of
1940) and internal control over financial reporting (as defined in
Rule 30a-3(d) under the Investment Company Act of 1940) for the Fund
and have:
a) designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Fund, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;
b) evaluated the effectiveness of the Fund's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a
date within 90 days prior to the filing date of this report based on
such evaluation; and
c) disclosed in this report any change in the Fund's internal
control over financial reporting that occurred during the Fund's
most recent fiscal half-year (the Fund's second fiscal half-year in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the Fund's internal control
over financial reporting; and
5. The Fund's other certifying officer(s) and I have disclosed to
the Fund's auditors and the audit committee of the Fund's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the Fund's ability
to record, process, summarize, and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Fund's internal
control over financial reporting.
Date: May 21, 2004
/s/ Terry K. Glenn
Terry K. Glenn,
President of
CMA Tax-Exempt Fund and
Master Tax-Exempt Trust
EX-99. CERT
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Donald C. Burke, Chief Financial Officer of CMA Tax-Exempt Fund
and Master Tax-Exempt Trust, certify that:
1. I have reviewed this report on Form N-CSR of CMA Tax-Exempt Fund
and Master Tax-Exempt Trust (together, the "Fund");
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations,
changes in net assets, and cash flows (if the financial statements
are required to include a statement of cash flows) of the Fund as
of, and for, the periods presented in this report;
4. The Fund's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Rule 30a-3(c) under the Investment Company Act of
1940) and internal control over financial reporting (as defined in
Rule 30a-3(d) under the Investment Company Act of 1940) for the Fund
and have:
a) designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Fund, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;
b) evaluated the effectiveness of the Fund's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a
date within 90 days prior to the filing date of this report based on
such evaluation; and
c) disclosed in this report any change in the Fund's internal
control over financial reporting that occurred during the Fund's
most recent fiscal half-year (the Fund's second fiscal half-year in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the Fund's internal control
over financial reporting; and
5. The Fund's other certifying officer(s) and I have disclosed to
the Fund's auditors and the audit committee of the Fund's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the Fund's ability
to record, process, summarize, and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Fund's internal
control over financial reporting.
Date: May 21, 2004
/s/ Donald C. Burke
Donald C. Burke,
Chief Financial Officer of
CMA Tax-Exempt Fund and
Master Tax-Exempt Trust
Exhibit 99.1350CERT
Certification Pursuant to Section 906 of the Sarbanes Oxley Act
I, Terry K. Glenn, President of CMA Tax-Exempt Fund and Master Tax-
Exempt Trust (together, the "Fund"), certify that:
1. The N-CSR of the Fund (the "Report") fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Fund.
Dated: May 21, 2004
/s/ Terry K. Glenn
Terry K. Glenn,
President of
CMA Tax-Exempt Fund and
Master Tax-Exempt Trust
A signed original of this written statement required by Section 906,
or other document authenticating, acknowledging, or otherwise
adopting the signature that appears in typed form within the
electronic version of this written statement required by Section
906, has been provided to CMA Tax-Exempt Fund and Master Tax-Exempt
Trust and will be retained by CMA Tax-Exempt Fund and Master Tax-
Exempt Trust and furnished to the Securities and Exchange Commission
or its staff upon request.
Exhibit 99.1350CERT
Certification Pursuant to Section 906 of the Sarbanes Oxley Act
I, Donald C. Burke, Chief Financial Officer of CMA Tax-Exempt Fund
and Master Tax-Exempt Trust (together, the "Fund"), certify that:
1. The N-CSR of the Fund (the "Report") fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Fund.
Dated: May 21, 2004
/s/ Donald C. Burke
Donald C. Burke,
Chief Financial Officer of
CMA Tax-Exempt Fund and
Master Tax-Exempt Trust
A signed original of this written statement required by Section 906,
or other document authenticating, acknowledging, or otherwise
adopting the signature that appears in typed form within the
electronic version of this written statement required by Section
906, has been provided to CMA Tax-Exempt Fund and Master Tax-Exempt
Trust and will be retained by CMA Tax-Exempt Fund and Master Tax-
Exempt Trust and furnished to the Securities and Exchange Commission
or its staff upon request.