UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSRS 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: 04/01/04 - 09/30/04 Item 1 - Report to Stockholders (BULL LOGO) Merrill Lynch Investment Managers www.mlim.ml.com CMA Tax-Exempt Fund Semi-Annual Report September 30, 2004 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. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling toll-free 1-800-MER-FUND (1-800-637-3863); (2) at www.mutualfunds.ml.com; and (3) on the Securities and Exchange Commission's Web site at http://www.sec.gov.Information about how the Fund voted proxies relating to securities held in the Fund's portfolio during the most recent 12-month period ended June 30 is available (1) at www.mutualfunds.ml.com and (2) on the Securities and Exchange Commission's Web site at http://www.sec.gov. CMA Tax-Exempt Fund Box 9011 Princeton, NJ 08543-9011 (GO PAPERLESS LOGO) It's Fast, Convenient, & Timely! To sign up today, go to www.icsdelivery.com/live. CMA Tax-Exempt Fund Portfolio Holdings* Pie Chart illustrated the following: Description Percentage Put Bonds 9.3% Fixed Rate Notes 19.5% Tax-Exempt Commercial Paper 6.0% Variable Rate Demand Obligations 65.2% *Based on total market value of the portfolio as of September 30, 2004. Investments are valued at amortized cost, which approximates market value. Availability of Quarterly Schedule of Investments The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the SEC's Web site at http://www.sec.gov. The Fund's Forms N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 A Letter From the President Dear Shareholder As we ended the current reporting period, the financial markets were facing a number of uncertainties. At the top of investors' minds were questions about economic expansion, corporate earnings, interest rates and inflation, politics, oil prices and terrorism. After benefiting from aggressive monetary and fiscal policy stimulus, some fear the U.S. economy has hit a "soft patch." In fact, economic expansion has slowed somewhat in recent months, but we believe it is easing into a pace of growth that is sustainable and healthy. The favorable economic environment has served to benefit American corporations, which have continued to post strong earnings. Although the most impressive results were seen earlier in the year, solid productivity, improved revenue growth and cost discipline all point to a vital corporate sector. In terms of inflation and interest rates, the Federal Reserve Board (the Fed) has signaled its confidence in the economic recovery by increasing the Federal Funds target rate three times in the past several months, from 1% to 1.75%. Inflation, for its part, has remained in check. Investors and economists are focused on how quickly Fed policy will move from here, anxiously absorbing every bit of economic data and Fed innuendo. While any market jitters associated with the presidential election should subside after November, the effect of oil prices is more difficult to predict. At around $50 per barrel, the price of oil is clearly a concern. However, on an inflation-adjusted basis and considering modern usage levels, the situation is far from the crisis proportions we saw in the 1980s. Finally, although terrorism and geopolitical crises are realities we are forced to live with today, history has shown us that the financial effects of any single event tend to be short-lived. Amid the uncertainty, short-term tax-exempt bond yields generally moved higher over the past six months. The yield on seven-day variable rate instruments, as measured by the Bond Market Association Municipal Swap Index, rose from 1.01% on March 31, 2004 to 1.69% on September 30, 2004. As always, our investment professionals are closely monitoring the markets, the economy and the overall environment in an effort to make well-informed decisions for the portfolios they manage. For the individual investor, the key during uncertain times is to remain focused on the big picture. Investment success comes not from reacting to short-term volatility, but from maintaining a long-term perspective and adhering to the disciplines of asset allocation, diversification and rebalancing. We encourage you to work with your financial advisor to ensure these time-tested techniques are incorporated into your investment plan. 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, 2004 A Discussion With Your Fund's Portfolio Manager A large portion of the Fund's notes matured in June, enabling us to lock in attractive rates by reinvesting the proceeds in six-month to one-year bonds after rates rose significantly. How did the Fund perform during the period in light of the existing market conditions? For the six-month period ended September 30, 2004, CMA Tax-Exempt Fund paid shareholders a net annualized yield of .64%. As of September 30, 2004, the Fund's seven-day yield was .96%. Throughout the period, we continued our strategy of overweighting fixed-rate notes in an environment characterized by a positively sloped yield curve - indicating that these longer-term investments were offering better yields than their shorter counterparts. The Federal Reserve Board (the Fed) ended its long-accommodative policy stance by increasing interest rates .25% in June, and again in August and September. Although we entered a period of rising short- term interest rates, the increase was widely anticipated by the market and yields adjusted accordingly. By mid May, yields on fixed rate notes had risen more than 100 basis points (1.00%) from the beginning of the period in response to stronger economic data. Two main factors contributed to the Fund's performance during the past six months. First, a large portion of the Trust's notes matured in June, enabling us to lock in attractive rates by reinvesting the proceeds in bonds with maturities of six months to one year. Second, tax-season redemption activity in the municipal market was lower than in past years - a factor that kept yields on variable rate securities low, allowing the yield curve to maintain its positive slope. Thus, we were able to pursue a weighted average maturity modestly longer than neutral, which contributed to Fund performance in the past six months. What changes were made to the portfolio during the period? Overall, our investment strategy remained very similar to that discussed in prior shareholder reports. While we continued to overweight fixed rate notes, which have maturities of up to 13 months, we did reduce the portfolio's average maturity. As we moved from an environment of falling interest rates to one of rising rates, we believed that a more cautious approach was warranted. At the end of the period, the portfolio was still positioned slightly longer than neutral. We believe this stance is justified, as it provides a clear yield advantage, and it appears the market has already aggressively priced in its expectations for further interest rate hikes from the Fed. Another notable change was our reduction in tax-exempt commercial paper, which we had used as a vehicle to lock in rates for a desired period of time. Instead, we favored variable rate demand notes to provide a hedge against rising interest rates. This approach provided the portfolio with a "barbell" structure, with longer fixed rate notes balanced by very short-term variable rate securities. How would you characterize the portfolio's position at the close of the period? The portfolio continues to be postured slightly longer than neutral. The final months of the calendar year are traditionally a period of low new issuance in the short-term tax-exempt market. This adds to the value of holding fixed rate notes. In addition, demand for short- term tax-exempt securities typically is very strong at the beginning of each year, at which time the short-term yield curve often steepens. We will continue to closely monitor economic data for indications of future Fed policy. In light of the current high oil prices and the potential impact on the economy, it appears the Fed is likely to pause its campaign of interest rate hikes late this year or early in 2005 as it assesses the U.S. economy's strength. Peter J. Hayes Vice President and Portfolio Manager October 18, 2004 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Disclosure of Expenses Shareholders of this Fund may incur the following charges: (a) expenses related to transactions, including sales charges, redemption fees and exchange fees; and (b) operating expenses including advisory fees, distribution fees including 12(b)-1 fees, and other Fund expenses. The following example (which is based on a hypothetical investment of $1,000 invested on April 1, 2004 and held through September 30, 2004) is intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds. The first table below provides information about actual account values and actual expenses. In order to estimate the expenses a shareholder paid during the period covered by this report, shareholders can divide their account value by $1,000 and then multiply the result by the number in the first line under the heading entitled "Expenses Paid During the Period." The second table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses. In order to assist shareholders in comparing the ongoing expenses of investing in this Fund and other funds, compare the 5% hypothetical example with the 5% hypothetical examples that appear in other funds' shareholder reports. The expenses shown in the table are intended to highlight shareholders ongoing costs only and do not reflect any transactional expenses, such as sales charges, redemption fees, or exchange fees. Therefore, the second table is useful in comparing ongoing expenses only, and will not help shareholders determine the relative total expenses of owning different funds. If these transactional expenses were included, shareholder expenses would have been higher. Expenses Paid Ending During the Period* Beginning Account Value April 1, 2004 to Account Value September 30, September 30, April 1, 2004 2004 2004 Actual CMA Tax-Exempt Fund Class A $1,000 $1,003.20 $2.76 Hypothetical (5% annual return before expenses)** CMA Tax-Exempt Fund $1,000 $1,022.31 $2.79 * Expenses are equal to the Fund's annualized expense ratio of .55%, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period shown). Because the Fund is a feeder fund, the expense table example reflects the expenses of both the feeder fund and the master fund in which it invests. ** Hypothetical 5% annual return before expenses is calculated by pro-rating the number of days in the most recent fiscal half-year divided by 365. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Statement of Assets and Liabilities CMA Tax-Exempt Fund As of September 30, 2004 Assets Investment in Master Tax-Exempt Trust, at value (identified cost--$8,949,657,224) $ 8,949,657,224 Prepaid expenses 441,711 --------------- Total assets 8,950,098,935 --------------- Liabilities Payables: Distributor $ 2,998,588 Administrator 369,607 Other affiliates 196,703 3,564,898 --------------- Accrued expenses 78,149 --------------- Total liabilities 3,643,047 --------------- Net Assets Net assets $ 8,946,455,888 =============== Net Assets Consist of Shares of beneficial interest, $.10 par value, unlimited number of shares authorized $ 894,796,092 Paid-in capital in excess of par 8,052,145,812 Undistributed investment income--net $ 53,944 Accumulated realized capital losses allocated from the Trust--net (539,960) --------------- Total accumulated losses--net (486,016) --------------- Net Assets--Equivalent to $1.00 per share based on 8,947,960,921 shares of beneficial interest outstanding. $ 8,946,455,888 =============== See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Statement of Operations CMA Tax-Exempt Fund For the Six Months Ended September 30, 2004 Investment Income--Net Interest $ 6,834 Net investment income allocated from the Trust: Interest and amortization of premium and discount earned 55,250,685 Expenses (7,129,609) --------------- Total income and net investment income allocated from the Trust 48,127,910 --------------- Expenses Administration fees $ 11,684,248 Distribution fees 5,841,398 Transfer agent fees 596,638 Registration fees 303,206 Printing and shareholder reports 73,631 Professional fees 40,875 Other 28,818 --------------- Total expenses 18,568,814 --------------- Investment income--net 29,559,096 --------------- Realized Loss Allocated from the Trust--Net Realized loss on investments allocated from the Trust--net (70,275) --------------- Net Increase in Net Assets Resulting from Operations $ 29,488,821 =============== See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Statements of Changes in Net Assets CMA Tax-Exempt Fund For the Six For the Months Ended Year Ended September 30, March 31, Increase (Decrease) in Net Assets: 2004 2004 Operations Investment income--net $ 29,559,096 $ 54,689,821 Realized loss allocated from the Trust--net (70,275) (255,938) --------------- --------------- Net increase in net assets resulting from operations 29,488,821 54,433,883 --------------- --------------- Dividends to Shareholders Dividends to shareholders from investment income--net (29,559,096) (54,690,122) --------------- --------------- Beneficial Interest Transactions Net proceeds from sale of shares 15,878,103,904 34,265,235,678 Value of shares issued to shareholders in reinvestment of dividends 29,560,179 54,687,363 --------------- --------------- Total shares issued 15,907,664,083 34,319,923,041 --------------- --------------- Cost of shares redeemed (16,483,192,524) (34,644,148,609) Shares redeemed in connection with the bulk transfer of WCMA shareholder assets -- (741,257,384) --------------- --------------- Total shares redeemed (16,483,192,524) (35,385,405,993) --------------- --------------- Net decrease in net assets derived from beneficial interest transactions (575,528,441) (1,065,482,952) --------------- --------------- Net Assets Net decrease in net assets (575,598,716) (1,065,739,191) Beginning of period 9,522,054,604 10,587,793,795 --------------- --------------- End of period* $ 8,946,455,888 $ 9,522,054,604 =============== =============== * Undistributed investment income $ 53,944 $ 53,944 =============== =============== See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Financial Highlights CMA Tax-Exempt Fund The following per share data and ratios have been derived For the Six from information provided in the financial statements. Months Ended September 30, For the Year Ended March 31, Increase (Decrease) in Net Asset Value: 2004 2004 2003++++++ 2002 2001 Per Share Operating Performance Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ----------- ----------- ----------- ----------- ----------- Investment income--net --++ .01 .01 .02 .03 Realized gain (loss) and allocated from the Trust--net --++++ --++++ --++++ --++ --++ ----------- ----------- ----------- ----------- ----------- Total from investment operations -- .01 .01 .02 .03 ----------- ----------- ----------- ----------- ----------- Less dividends from investment income--net --++++ (.01) (.01) (.02) (.03) ----------- ----------- ----------- ----------- ----------- Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 =========== =========== =========== =========== =========== Total investment return .32%** .54% .93% 1.76% 3.51% =========== =========== =========== =========== =========== Ratios to Average Net Assets Expenses .55%*+++ .55%+++ .55%+++ .55% .54% =========== =========== =========== =========== =========== Investment income and realized loss and allocated from the Trust--net .63%* .55% .93% 1.78% 3.46% =========== =========== =========== =========== =========== Supplemental Data Net assets, end of period (in thousands) $ 8,946,456 $ 9,522,055 $10,587,794 $10,545,626 $10,379,038 =========== =========== =========== =========== =========== * Annualized. ** Aggregate total investment return. ++ 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, 2004 Notes to Financial Statements CMA Tax-Exempt Fund 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 U.S. generally accepted accounting principles, which may require the use of management accruals and estimates. Actual results may differ from these estimates. These unaudited financial statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the interim period. All such adjustments are of a normal, recurring nature. The percentage of the Trust owned by the Fund at September 30, 2004 was 92.2%. 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, 2004 Notes to Financial Statements (concluded) CMA Tax-Exempt Fund 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, cost of shares redeemed and shares redeemed in connection with the bulk transfer of WCMA shareholder assets, respectively, since shares are recorded at $1.00 per share. 4. Capital Loss Carryforward: On March 31, 2004, the Fund had a net capital loss carryforward of $436,599, of which $72,081 expires in 2008, $144,287 expires in 2011 and $220,231 expires in 2012. This amount will be available to offset like amounts of any future taxable gains. Officers and Trustees Terry K. Glenn,President and Trustee Ronald W. Forbes,Trustee Cynthia A. Montgomery,Trustee Jean Margo Reid,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 Jeffrey Hiller, Chief Compliance Officer Alice A. Pellegrino,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). CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Alabama--2.3% $ 96,755 Alabama Special Care Facilities Financing Authority, Mobile Revenue Refunding Bonds (Ascension Health Credit), VRDN, Series B, 1.67% due 11/15/2039 (i) $ 96,755 23,000 Birmingham, Alabama, Special Care Facilities, Financing Authority, Revenue Refunding Bonds (Ascension Health Credit), VRDN, Series B, 1.68% due 11/15/2039 (i) 23,000 20,000 Columbia, Alabama, IDB, Revenue Bonds (Alabama Power Company Project), VRDN, AMT, 1.70% due 11/01/2021 (i) 20,000 27,765 Daphne, Alabama, Special Care Facilities Financing Authority Revenue Bonds, FLOATS, VRDN, Series 593, 1.59% due 8/15/2008 (k)(i) 27,765 12,450 Daphne, Alabama, Special Care Facilities Financing Authority, Revenue Refunding Bonds (Presbyterian), VRDN, Series B, 1.55% due 8/15/2023 (a)(i) 12,450 1,000 Decatur, Alabama, IDB, Environmental Facilities Revenue Bonds (BP Amoco Chemical Company Project), VRDN, AMT, 1.70% due 11/01/2035 (i) 1,000 4,255 Eagle Tax-Exempt Trust, Birmingham, Alabama, Water and Sewer, VRDN, Series 2002-6009, Class A, 1.75% due 1/01/2043 (f)(i) 4,255 Eagle Tax-Exempt Trust, Jefferson County, Alabama, Sewer Revenue Refunding Bonds, VRDN, Series 2002 (b)(i): 7,835 Class 6015, 1.57% due 2/01/2032 7,835 3,000 Class 6016, 1.57% due 2/01/2038 3,000 5,000 Jefferson County, Alabama, Sewer Revenue Refunding Bonds, VRDN, Series C-6, 1.51% due 2/01/2040 (h)(i) 5,000 18,000 Stevenson, Alabama, IDB, Environmental Improvement Revenue Bonds (Mead Corporation Project), VRDN, AMT, Series B, 1.73% due 4/01/2033 (i) 18,000 6,300 Stevenson, Alabama, IDB, Environmental Improvement Revenue Refunding Bonds (Mead Corporation Project), VRDN, AMT, Series C, 1.73% due 11/01/2033 (i) 6,300 Alaska--0.6% 25,295 Alaska State Housing Finance Corporation, Housing Revenue Bonds, VRDN, Series A, 1.50% due 12/01/2023 (e)(i) 25,295 Valdez, Alaska, Marine Terminal Revenue Refunding Bonds (i): 24,800 (ConocoPhillips Project), 1.80% due 6/01/2005 24,800 5,500 (ConocoPhillips Transportation Project), 1.47% due 5/01/2005 5,500 Arizona--2.3% 33,000 Apache County, Arizona, IDA, IDR (Tucson Electric Power Co.), VRDN, Series 83-A, 1.75% due 12/15/2018 (i) 33,000 10,000 Maricopa County, Arizona, IDA, Health Facilities Revenue Bonds, PUTTERS, VRDN, Series 420, 1.57% due 1/01/2010 (i) 10,000 Maricopa County, Arizona, IDA, S/F Mortgage Revenue Bonds: 28,555 FLOATS, AMT, VRDN, Series 707, 1.64% due 12/01/2036 (i) 28,555 7,526 Series A, 1.711% due 9/01/2005 7,526 13,130 Series R-1A, 1.721% due 12/01/2004 13,130 68,596 VRDN, Series B, 1.711% due 9/01/2005 (i) 68,596 49,450 Phoenix, Arizona, IDA, S/F Mortgage Revenue Bonds, AMT, Series A, 1.682% due 7/01/2005 49,450 9,000 Pima County, Arizona, IDA, S/F Mortgage Revenue Bonds, VRDN, 1.82% due 2/04/2012 (i) 9,000 Portfolio Abbreviations for Master Tax-Exempt Trust AMT Alternative Minimum Tax (subject to) BAN Bond Anticipation Notes COP Certification 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 ROCS Reset Option Certificates S/F Single-Family TAN Tax Anticipation Notes TAW Tax Anticipation Warrants TOCS Tender Option Certificates TRAN Tax Revenue Anticipation Notes VRDN Variable Rate Demand Notes CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Arkansas--2.0% $ 7,000 Arkansas State Development Finance Authority, Environmental Facilities Revenue Bonds (Teris LLC Project), VRDN, AMT, 1.57% due 3/01/2021 (i) $ 7,000 Arkansas State Development Finance Authority, S/F Mortgage Revenue Bonds, VRDN (i): 70,015 1.711% due 9/01/2006 70,015 48,800 FLOATS, AMT, Series 708, 1.64% due 2/01/2008 48,800 40,000 North Little Rock, Arkansas, Health Facilities Board, Health Care Revenue Bonds (Baptist Health), VRDN, Series B, 1.54% due 12/01/2021 (f)(i) 40,000 22,000 Pulaski County, Arkansas, Lease Purpose Revenue Bonds, VRDN, Series A, 1.79% due 3/01/2007 (c)(i) 22,000 7,530 Pulaski County, Arkansas, Public Facilities Board, M/F Housing Revenue Refunding Bonds (Waterford Apartments), VRDN, AMT, 1.63% due 7/01/2032 (i) 7,530 California--5.5% 5,837 California Health Facilities Financing Authority Revenue Bonds, FLOATS, VRDN, Series 591, 1.54% due 3/01/2014 (f)(i) 5,837 California State Department of Water Resources, Power Supply Revenue Bonds, VRDN (i): 13,100 Series C-3, 1.50% due 5/01/2022 (a) 13,100 34,200 Series C-13, 1.51% due 5/01/2022 (e) 34,200 17,500 California State Economic Recovery, GO, FLOATS, VRDN, Series L27, 1.75% due 7/01/2017 (f)(i) 17,500 California State, Economic Recovery Revenue Bonds, VRDN (i): 26,000 Series C-11, 1.67% due 7/01/2023 26,000 15,000 Series C-13, 1.68% due 7/01/2023 (h) 15,000 9,875 California State, GO, MERLOTS, VRDN, Series B-45, 1.71% due 10/01/2029 (i) 9,875 150,000 California State, RAN, Series A, 3% due 6/30/2005 151,371 14,000 California State Univeristy Institute, CP, Series A, 1.20% due 12/07/2004 14,000 20,000 California Statewide Communities Development Authority Revenue Bonds, VRDN, Series J, 1.69% due 4/01/2036 (e)(i) 20,000 30,000 California Statewide Communities Development Authority, TRAN, Series A-1, 3% due 6/30/2005 30,311 26,620 Long Beach, California, Health Facilities Revenue Refunding Bonds (Memorial Health Services), VRDN, 1.70% due 10/01/2016 (i) 26,620 30,000 Los Angeles, California, Community Redevelopment Agency, M/F Housing Revenue Bonds (Wilshire Station Apartments Project), VRDN, AMT, Series A, 1.75% due 10/15/2038 (i) 30,000 25,900 Los Angeles, California, S/F Home Mortgage Revenue Bonds, 1.67% due 10/01/2004 25,900 Los Angeles, California, Water and Power Revenue Refunding Bonds, VRDN (i): 22,000 Sub-Series B-2, 1.52% due 7/01/2034 22,000 21,800 Sub-Series B-5, 1.48% due 7/01/2034 21,800 25,000 Sacramento County, California, TRAN, Series A, 3% due 7/11/2005 25,258 46,950 South Placer, California, Wastewater Authority, Wastewater Revenue Bonds, VRDN, Series B, 1.49% due 11/01/2035 (b)(i) 46,950 Colorado--1.7% 7,830 Adams County, Colorado, School District Number 012, GO, ROCS, Series II-R-1045, 1.57% due 12/15/2022 (e)(i) 7,830 3,235 Colorado Department of Transportation Revenue Bonds, ROCS, Series II-R-4046, 1.57% due 12/15/2016 (a)(i) 3,235 10,190 Colorado Department of Transportation Revenue Refunding Bonds, PUTTERS, VRDN, Series 318, 1.55% due 6/15/2015 (f)(i) 10,190 5,915 Colorado School Mines Development Corporation Revenue Bonds, VRDN, 1.56% due 9/01/2026 (i) 5,915 16,000 Colorado State, Education Loan Program, FLOATS, VRDN, Series L48J, 1.20% due 8/09/2005 (i) 16,000 Denver, Colorado, City and County Airport Revenue Bonds, VRDN, AMT (i): 9,850 Series F, 1.80% due 11/15/2025 9,850 4,675 Series G, 1.80% due 11/15/2025 4,675 Denver, Colorado, City and County Airport Revenue Refunding Bonds, VRDN, AMT (i): 5,925 MERLOTS, Series A61, 1.79% due 11/15/2012 (b) 5,925 19,500 Series C, 1.80% due 11/15/2025 19,500 10,128 Denver, Colorado, City and County S/F Mortgage Revenue Refunding Bonds, AMT, Series A, 1.81% due 10/25/2005 10,128 7,312 El Paso County, Colorado, S/F Mortgage Revenue Refunding Bonds, Series A, 1.81% due 5/25/2005 7,312 6,500 Pitkin County, Colorado, IDR, Refunding (Aspen Skiing Company Project), VRDN, AMT, Series B, 1.70% due 4/01/2014 (i) 6,500 53,200 Platte River Power Authority, Colorado, Electric Revenue Refunding Bonds, VRDN, Sub-Lien, Series S-1, 1.69% due 6/01/2018 (i) 53,200 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Connecticut-- $ 13,710 Connecticut State Health and Educational Facilities Authority, Revenue 0.5% Refunding Bonds (Ascension Health Credit), VRDN, Series B, 1.67% due 11/15/2029 (i) $ 13,710 5,800 Connecticut State Special Tax Obligation Revenue Bonds, Transportation Infrastructure, VRDN, Second Lien, Series 1, 1.69% due 12/01/2010 (e)(i) 5,800 24,750 Eagle Tax-Exempt Trust, Connecticut, VRDN, Series 96, Class 0701, 1.53% due 11/15/2004 (i) 24,750 Delaware--0.2% 21,880 Delaware State EDA Revenue Bonds (Hospital Billing and Collection), VRDN, Series C, 1.71% due 12/01/2015 (a)(i) 21,880 District of 10,000 District of Columbia, CP, 1.38% due 10/05/2004 10,000 Columbia--1.2% District of Columbia, GO, Refunding, VRDN (i): 17,350 MSTR, Series SGA-62, 1.68% due 6/01/2017 (a) 17,350 13,440 Series C, 1.71% due 6/01/2026 (b) 13,440 54,840 District of Columbia HFA, S/F Mortgage Revenue Bonds, AMT, 1.84% due 12/24/2004 54,840 18,245 District of Columbia, Hospital Revenue Bonds, FLOATS, VRDN, Series 712, 1.61% due 7/15/2019 (i) 18,245 Florida--2.9% 13,885 Broward County, Florida, Professional Sports Facilities, Tax Revenue Bonds, MSTR, VRDN, Series SGA-38, 1.75% due 9/01/2021 (f)(i) 13,885 32,530 Capital Trust Agency, Florida, M/F Housing Revenue Bonds, VRDN, Series 1999-B, 1.53% due 12/01/2032 (i) 32,530 12,080 Dade County, Florida, Water and Sewer System Revenue Bonds, VRDN, 1.66% due 10/05/2022 (b)(i) 12,080 5,000 Florida Housing Finance Corporation, Housing Revenue Bonds (Tuscany Lakes), VRDN, AMT, Series 1, 1.61% due 11/15/2035 (d)(i) 5,000 8,000 Florida State Board of Education, GO, MSTR, VRDN, Series SGA-139, 1.75% due 6/01/2032 (f)(i) 8,000 Florida State Board of Education, Lottery Revenue Bonds (i): 6,220 FLOATS, VRDN, Series 858, 1.20% due 1/01/2017 (f) 6,220 2,870 ROCS, Series II-R-4521, 1.57% due 7/01/2020 (b) 2,870 11,677 Florida State Department of Environmental Protection, Preservation Revenue Bonds, FLOATS, VRDN, Series 722, 1.55% due 7/01/2022 (b)(i) 11,677 6,000 Highlands County, Florida, Health Facilities Authority, Hospital Revenue Refunding Bonds (Adventist Health System), VRDN, Series C, 1.60% due 11/15/2021 (i) 6,000 3,990 Hillsborough County, Florida, Aviation Authority Revenue Refunding Bonds, MERLOTS, VRDN, AMT, Series A18, 1.79% due 10/01/2013 (f)(i) 3,990 Jacksonville Electric Authority, Florida, Water and Sewer System Revenue Refunding Bonds, VRDN (i): 2,700 PUTTERS, Series 408, 1.55% due 10/01/2011 (b) 2,700 57,565 Series B, 1.67% due 10/01/2036 (h) 57,565 4,605 Jacksonville, Florida, Sales Tax Revenue Bonds, MERLOTS, VRDN, Series B26, 1.74% due 10/01/2027 (f)(i) 4,605 32,100 Martin County, Florida, PCR, Refunding (Florida Power & Light Company Project), VRDN, 1.74% due 7/15/2022 (i) 32,100 Orange County, Florida, Health Facilities Authority Revenue Bonds, FLOATS, VRDN (i): 32,995 Series 532, 1.74% due 11/15/2015 (a) 32,995 19,295 Series 830, 1.55% due 11/15/2022 (e) 19,295 15,000 Orlando and Orange County, Florida, Expressway Authority, Expressway Revenue Refunding Bonds, VRDN, Series C3, 1.50% due 7/01/2025 (e)(i) 15,000 10,000 Palm Beach County, Florida, Health Facilities Authority, Pooled Hospital Revenue Bonds, CP, 1.15% due 10/12/2004 10,000 2,095 Palm Beach County, Florida, School Board, COP, ROCS, Series II-R-2105, 1.75% due 8/01/2015 (b)(i) 2,095 6,955 Reedy Creek, Florida, Improvement District, Florida Utilities Revenue Bonds, ROCS, Series II-R-4027, 1.57% due 10/01/2023 (f)(i) 6,955 Georgia--4.0% 4,400 Albany-Dougherty County, Georgia, Hospital Authority Revenue Refunding Bonds, FLOATS, VRDN, Series L3J, 1.75% due 9/01/2020 (a)(i) 4,400 16,300 Appling County, Georgia, Development Authority, PCR (Georgia Power Plant Hatch), VRDN, Second Series, 1.70% due 12/01/2018 (i) 16,300 Atlanta, Georgia, Airport Revenue Refunding Bonds, VRDN (f)(i): 26,710 Series B-2, 1.53% due 1/01/2030 26,710 21,710 Series C-3, 1.51% due 1/01/2030 21,710 3,000 Atlanta, Georgia, Water and Wastewater Revenue Bonds, MSTR, VRDN, SGA-145, 1.75% due 11/01/2033 (f)(i) 3,000 44,970 Atlanta, Georgia, Water and Wastewater Revenue Refunding Bonds, VRDN, Series B, 1.50% due 11/01/2038 (e)(i) 44,970 8,000 Augusta, Georgia, Water and Sewer Revenue Refunding Bonds, MSTR, VRDN, Series SGS-140, 1.75% due 10/01/2032 (e)(i) 8,000 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Georgia $ 17,000 Burke County, Georgia, Development Authority, PCR (Georgia Power (concluded) Company--Plant Vogtle Project), Refunding, 1st Series, 1.08% due 4/19/2005 $ 17,000 Clayton County, Georgia, Development Authority, Special Facilities Revenue Bonds (Delta Air Lines Project), VRDN (i): 10,545 AMT, Series B, 1.76% due 5/01/2035 10,545 6,500 AMT, Series C, 1.77% due 5/01/2035 6,500 10,135 Series A, 1.71% due 6/01/2029 10,135 7,000 Cobb County, Georgia, Development Authority Revenue Bonds (Whitefield Academy Inc. Project), 1.70% due 7/01/2025 (i) 7,000 25,000 De Kalb County, Georgia, School District, GO, TAN, 2% due 12/31/2004 25,058 4,475 Eagle Tax-Exempt Trust, Atlanta, Georgia, Water and Wastewater Revenue Bonds, VRDN, Series A, 1.75% due 11/01/2028 (e)(i) 4,475 10,585 Eagle Tax-Exempt Trust, Georgia, GO, VRDN, Series 01, Class 1001, 1.57% due 11/01/2017 (i) 10,585 6,815 Georgia Municipal Electric Authority Power Revenue Bonds, VRDN, Series D, 1.59% due 1/01/2017 (i) 6,815 2,600 Gwinnett County, Georgia, Development Authority, COP, ROCS, Series II-R-6009, 1.75% due 1/01/2021 (f)(i) 2,600 136,950 Gwinnett County, Georgia, School District, GO, Construction Sales Tax Notes, 1.75% due 12/30/2004 137,190 5,200 Monroe County, Georgia, Development Authority, PCR (Georgia Power Company-- Scherer), Second Series 95, 1.20% due 4/19/2005 5,200 10,400 Putnam County, Georgia, Development Authority, PCR (Georgia Power Company), First Series 97, 1.20% due 4/19/2005 10,400 12,900 Rockdale County, Georgia, TAN, 2.25% due 12/31/2004 12,925 Hawaii--0.7% 7,930 Eagle Tax-Exempt Trust, Hawaii, VRDN, Series 2001, Class 1101, 1.57% due 7/01/2011 (e)(i) 7,930 7,500 Hawaii Pacific Health, Special Purpose Revenue Refunding Bonds (Wilcox Memorial Hospital), VRDN, Series B-2, 1.82% due 7/01/2033 (g)(i) 7,500 7,220 Hawaii State, GO, FLOATS, VRDN, Series 605, 1.55% due 8/01/2015 (b)(i) 7,220 29,000 Honolulu, Hawaii, City and County, GO, Refunding, Series C, 1.18% due 12/02/2004 (b) 29,000 15,995 Municipal Securities Trust Certificates Revenue Bonds, VRDN, AMT, Series 2002-186, Class A, 1.75% due 2/25/2021 (f)(i) 15,995 Idaho--0.4% 40,000 Idaho State, GO, TAN, 3% due 6/30/2005 40,418 Illinois--7.2% 14,285 ABN Amro Munitops Certificates Trust, Chicago, Illinois, GO, VRDN, Series 2001-31, 1.75% due 1/01/2009 (b)(i) 14,285 Aurora (Kane, DuPage and Will Counties) and Springfield (Sangamon County), Illinois, S/F Mortgage Revenue Bonds, AMT: 25,995 FLOATS, VRDN, Series 789, 1.63% due 4/03/2006 (i) 25,995 28,959 Series A, 1.721% due 4/01/2005 28,959 4,000 Chicago, Illinois, Board of Education, GO, Refunding, PUTTERS, VRDN, Series 472, 1.77% due 6/01/2014 (b)(i) 4,000 12,410 Chicago, Illinois, GO, VRDN, Series B, 1.72% due 1/01/2012 (i) 12,410 17,250 Chicago, Illinois, Metropolitan Water Reclamation District, Greater Chicago Area, GO, Refunding, VRDN, Series A, 1.67% due 12/01/2031 (i) 17,250 5,815 Chicago, Illinois, Motor Fuel Tax Revenue Refunding Bonds, ROCS, Series II-R-2021, 1.57% due 1/01/2020 (a)(i) 5,815 Chicago, Illinois, O'Hare International Airport Revenue Bonds, ROCS, AMT (i): 2,700 Series II-R-239, 1.61% due 1/01/2022 (e) 2,700 5,995 Series II-R-250, 1.61% due 1/01/2034 (j) 5,995 14,300 Chicago, Illinois, O'Hare International Airport, Special Facilities Revenue Bonds (Compagnie Nationale--Air France), VRDN, AMT, 1.74% due 5/01/2018 (i) 14,300 14,000 Chicago, Illinois, Park District, Corporate Purpose, TAW, Series A, 3% due 5/02/2005 14,118 6,775 Chicago, Illinois, Park District, GO, Refunding, ROCS, Series II-R-4002, 1.57% due 1/01/2023 (b)(i) 6,775 6,170 Chicago, Illinois, Revenue Bonds (Homestart Program), VRDN, Series A, 1.60% due 6/01/2005 (i) 6,170 35,000 Chicago, Illinois, Second Lien Water Revenue Refunding Bonds, VRDN, 1.50% due 11/01/2031 (f)(i) 35,000 3,390 Cook County, Illinois, GO, Refunding, ROCS, Series II-R-2063, 1.57% due 11/15/2021 (f)(i) 3,390 11,000 Eagle Tax-Exempt Trust, Chicago Board of Education, VRDN, Series 01, Class 1309, 1.57% due 12/01/2026 (i) 11,000 9,900 Eagle Tax-Exempt Trust, Chicago, Illinois, GO, VRDN, Series 98, Class 1301, 1.57% due 1/01/2017 (i) 9,900 30,000 Eagle Tax-Exempt Trust, Cook County, Illinois, VRDN, Series 02, Class 1303, 1.75% due 11/15/2025 (a)(i) 30,000 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Illinois $ 14,355 Eagle Tax-Exempt Trust, Illinois Metropolitan Expo Center, VRDN, Series 98, (concluded) Class 1306, 1.75% due 6/15/2029 (f)(i) $ 14,355 Eagle Tax-Exempt Trust, Illinois State, GO, VRDN (i): 11,000 Series 01, Class 1307, 1.57% due 11/01/2022 11,000 11,100 Series 02, Class 1302, 1.57% due 2/01/2027 11,100 3,000 Eagle Tax-Exempt Trust, Metropolitan Pier and Exposition Authority, Illinois, Dedicated State Tax Revenue Bonds, VRDN, Series 2004-0030, Class A, 1.57% due 6/15/2042 (i) 3,000 5,000 Eagle Tax-Exempt Trust, Metropolitan Pier and Exposition Authority, Illinois, VRDN, Series 2002-6001, Class A, 1.75% due 12/15/2028 (f) 5,000 5,000 Illinois Development Finance Authority, Water Facilities Revenue Refunding Bonds (Illinois American Water Company), VRDN, AMT, 1.55% due 3/01/2032 (f)(i) 5,000 Illinois Educational Facilities Authority Revenue Bonds, VRDN (i): 8,450 (Art Institute of Chicago), 1.70% due 3/01/2027 8,450 4,800 (Chicago Historical Society), 1.70% due 12/01/2025 4,800 28,800 Illinois Educational Facilities Authority, Revenue Refunding Bonds (The Art Institute of Chicago), VRDN, 1.70% due 3/01/2027 (i) 28,800 14,000 Illinois HDA, Homeowner Mortgage Revenue Bonds, AMT, Series B-2, 1.04% due 4/01/2005 14,000 Illinois HDA, M/F Housing Revenue Bonds (Danbury Court Apartments), VRDN, AMT (i): 6,300 Series A, 1.63% due 5/01/2037 6,300 450 Series B, 1.73% due 5/01/2037 450 Illinois Health Facilities Authority Revenue Bonds, Revolving Fund, Pooled, VRDN (i): 10,000 Series B, 1.71% due 8/01/2020 10,000 7,000 Series F, 1.71% due 8/01/2015 7,000 2,940 Illinois State Dedicated Tax (Macon Trust), VRDN, Series N, 1.61% due 12/15/2020 (a)(i) 2,940 12,500 Illinois State Finance Authority, Revenue Refunding Bonds (Central Dupage Health System), VRDN, Series B, 1.73% due 11/01/2038 (i) 12,500 8,990 Illinois State, GO, MERLOTS, VRDN, Series B04, 1.74% due 12/01/2024 (e)(i) 8,990 Illinois State, GO, Refunding, VRDN (f)(i): 16,615 FLOATS, Series 743D, 1.73% due 8/01/2015 (h) 16,615 5,905 MERLOTS, Series A49, 1.74% due 8/01/2013 5,905 16,605 Illinois Student Assistance Commission, Student Loan Revenue Bonds, VRDN, AMT, Series A-I, 1.70% due 9/01/2034 (f)(i) 16,605 Metropolitan Pier and Exposition Authority, Illinois, Dedicated State Tax Revenue Bonds (f)(i): 7,500 FLOATS, VRDN, Series 913, 1.77% due 12/15/2032 7,500 1,400 FLOATS, VRDN, Series 962, 1.61% due 12/15/2034 1,400 4,600 ROCS, Series II-R-270, 1.84% due 12/15/2031 4,600 4,600 ROCS, Series II-R-271, 1.84% due 12/15/2032 4,600 29,950 Municipal Securities Trust Certificates, Chicago O'Hare Airport, Illinois, Revenue Bonds, VRDN, AMT, Series 2001-151, Class A, 1.70% due 6/30/2015 (a)(i) 29,950 Municipal Securities Trust Certificates, Cook County, Illinois, GO, Refunding, VRDN, Class A (b)(i): 29,085 Series 2001-145, 1.75% due 11/15/2029 29,085 33,895 Series 2002-191, 1.80% due 3/18/2019 33,895 31,615 Municipal Securities Trust Certificates, Metropolitan Pier and Exposition Authority, Illinois, Revenue Refunding Bonds, VRDN, Series 2001-157, Class A, 1.75% due 10/05/2017 (b)(i) 31,615 26,045 Municipal Securities Trust Certificates Revenue Refunding Bonds, Chicago O'Hare International Airport, Illinois, VRDN, AMT, Series 2000-93, Class A, 1.70% due 10/04/2012 (a)(i) 26,045 Regional Transportation Authority, Ilinois, GO, MERLOTS, VRDN (i): 19,895 Series A24, 1.74% due 7/01/2032 (f) 19,895 4,950 Series A41, 1.74% due 6/01/2017 (b) 4,950 21,350 Regional Transportation Authority, Illinois, FLOATS, VRDN, Series SG-82, 1.55% due 6/01/2025 (i) 21,350 5,180 Regional Transportation Authority, Illinois, Revenue Bonds, MERLOTS, VRDN, Series B 15, 1.74% due 6/01/2027 (f)(i) 5,180 33,095 Regional Transportation Authority, Illinois, Revenue Refunding Bonds, FLOATS, VRDN, Series 818-D, 1.55% due 7/01/2033 (b)(i) 33,095 8,300 Will County, Illinois, Exempt Facilities Revenue Bonds (Amoco Chemical Company Project), VRDN, AMT, 1.70% due 3/01/2028 (i) 8,300 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Indiana--7.4% $ 10,000 ABN Amro Munitops Certificates Trust, South Bend, Indiana, Community School District, VRDN, Series 1998-5, 1.75% due 4/05/2006 (e)(i) $ 10,000 5,415 Carmel, Indiana, School Building Corporation Revenue Bonds, ROCS, Series II-R-2065, 1.57% due 7/15/2020 (i) 5,415 13,000 Goshen, Indiana, EDR, Refunding (Goshen College Project), VRDN, 1.70% due 10/01/2037 (i) 13,000 250,000 Indiana Bond Bank, Advance Program Revenue Notes, Series A, 2% due 1/25/2005 250,689 28,755 Indiana Bond Bank, Midyear Funding Program Notes, Series A, 2.50% due 1/26/2005 28,858 5,875 Indiana Bond Bank Revenue Bonds, FLOATS, VRDN, Series 670, 1.55% due 10/01/2022 (f)(i) 5,875 Indiana Health Facilities Financing Authority, Hospital Revenue Bonds, VRDN (i): 80,700 (Clarian Health Obligation Group), Series C, 1.69% due 3/01/2030 80,700 11,000 (Clarian Health Partners), Series H, 1.69% due 3/01/2033 11,000 15,000 (Community Hospitals Project), Series A, 1.50% due 7/01/2027 15,000 Indiana Health Facilities Financing Authority, Hospital Revenue Refunding Bonds (Clarian Health Partners), VRDN (i): 51,800 Series B, 1.69% due 2/15/2026 51,800 50,800 Series C, 1.69% due 2/15/2026 50,800 550 Indiana Health Facilities Financing Authority Revenue Bonds (Capital Access Designated Pool), VRDN, 1.67% due 1/01/2012 (i) 550 Indiana Health Facilities Financing Authority, Revenue Refunding Bonds (Ascension Health Credit), VRDN (i): 20,000 Series GP-A-2, 1.73% due 7/05/2005 20,000 16,000 Series GP-A-3, 1.05% due 3/01/2005 16,000 17,500 Series GP-A-4, 1.05% due 3/01/2005 17,500 40,250 Indiana State Development Finance Authority, Environmental Revenue Bonds (PSI Energy Inc. Projects), VRDN, AMT, Series A, 1.77% due 12/01/2038 (i) 40,250 5,345 Indiana State Office Building Commission, Facilities Revenue Bonds, ROCS, Series II-R-4534, 1.57% due 7/01/2020 (i) 5,345 2,000 Indiana Transportation Finance Authority, Highway Revenue Refunding Bonds, FLOATS, VRDN, Series 942D, 1.55% due 12/01/2022 (b)(i) 2,000 2,600 Indianapolis, Indiana, Local Public Improvement Bond Bank Revenue Bonds, PUTTERS, VRDN, Series 422, 1.77% due 8/15/2020 (a)(i) 2,600 34,995 Municipal Securities Trust Certificates, Indianapolis, Indiana, Local Public Improvement, GO, VRDN, Series 2002-192, Class A, 1.75% due 6/18/2014 (f)(i) 34,995 7,700 Whiting, Indiana, Environmental Facilities Revenue Bonds (BP Products North America Project), VRDN, AMT, 1.70% due 7/01/2035 (i) 7,700 Whiting, Indiana, Environmental Facilities Revenue Refunding Bonds, VRDN, AMT (i): 2,400 (Amoco Oil Company Project), 1.70% due 1/01/2026 2,400 1,000 (Amoco Oil Company Project), 1.70% due 7/01/2031 1,000 2,600 (BP Products of North America), 1.70% due 1/01/2038 2,600 16,345 (BP Products Project), Series C, 1.70% due 7/01/2034 16,345 25,600 Whiting, Indiana, Industrial Sewer and Solid Waste Disposal Revenue Refunding Bonds (Amoco Oil Company Project), VRDN, AMT, 1.70% due 1/01/2026 (i) 25,600 Iowa--0.1% 10,000 Louisa County, Iowa, PCR, Refunding (Iowa--Illinois Gas and Electric), VRDN, Series A, 1.71% due 9/01/2016 (i) 10,000 Kansas--0.6% 4,000 Kansas State Department of Transportation, Highway Revenue Bonds, ROCS, Series II-R-6020, 1.75% due 3/01/2019 (e)(i) 4,000 13,000 Kansas State Turnpike Authority, Turnpike Revenue Refunding Bonds, PUTTERS, VRDN, Series 361, 1.73% due 3/01/2011 (a)(i) 13,000 32,060 Olathe, Kansas, Temporary, GO, Series A, 2.50% due 6/01/2005 32,293 2,775 Reno and Labette Counties, Kansas, S/F Mortgage Revenue Bonds, FLOATS, VRDN, Series 915, 1.82% due 12/01/2015 (i) 2,775 6,610 Unified Government of Wyandotte County and Kansas City, Kansas, GO, Municipal Temporary Notes, Series III, 1.08% due 11/01/2004 6,610 Kentucky--2.7% 2,500 Boyd County, Kentucky, Sewer and Solid Waste Revenue Bonds (Air Products and Chemicals Project), VRDN, AMT, 1.76% due 6/01/2021 (i) 2,500 20,930 Carroll County, Kentucky, Solid Waste Disposal Facilities, CP, 1.45% due 10/15/2004 20,930 Daviess County, Kentucky, Solid Waste Disposal Facility Revenue Bonds (Scott Paper Company Project), VRDN, AMT (i): 44,100 Series A, 1.73% due 12/01/2023 44,100 26,200 Series B, 1.73% due 12/01/2023 26,200 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Kentucky $ 3,375 Eagle Tax-Exempt Trust, Kentucky State Property and Buildings Commission (concluded) Revenue Refunding Bonds, VRDN, Series 2004-0002, Class A, 1.75% due 10/01/2018 (e)(i) $ 3,375 Jefferson County, Kentucky, CP: 15,000 1.20% due 10/04/2004 15,000 7,500 1.22% due 10/06/2004 7,500 26,000 1.25% due 10/06/2004 26,000 2,200 Kenton County, Kentucky, Airport Board, Special Facilities Revenue Refunding Bonds, VRDN, Series B, 1.71% due 10/01/2030 (i) 2,200 5,900 Kentucky State Property and Buildings Commission Revenue Refunding Bonds, FLOATS, VRDN, Series 575, 1.55% due 2/01/2017 (e)(i) 5,900 36,475 Kentucky State Turnpike Authority, Resource Recovery Road Revenue Bonds, FLOATS, VRDN, Series 488, 1.55% due 7/01/2007 (e)(i) 36,475 50,000 Louisville and Jefferson Counties, Kentucky, Metropolitan Sewer District, Sewer and Drain System Revenue Refunding Bonds, VRDN, Series B, 1.71% due 5/15/2023 (e)(i) 50,000 15,000 Shelby County, Kentucky, Lease Revenue Bonds, VRDN, Series A, 1.65% due 9/01/2034 (i) 15,000 10,000 Trimble County, Kentucky, CP, 1.22% due 10/06/2004 10,000 Louisiana--3.7% 17,700 Ascension Parish, Louisiana, Revenue Bonds (BASF Corporation Project), VRDN, AMT, 1.73% due 3/01/2025 (i) 17,700 30,565 East Baton Rouge, Louisiana, Mortgage Finance Authority Revenue Bonds, VRDN, Series A-R-4, 1.711% due 5/02/2005 (i) 30,565 15,845 East Baton Rouge, Louisiana, Mortgage Finance Authority, S/F Mortgage Revenue Bonds, VRDN, Series B, 1.876% due 12/01/2004 (i) 15,845 11,943 Jefferson Parish, Louisiana, Home Mortgage Authority, S/F Mortgage Revenue Bonds, VRDN, AMT, Series B, 1.792% due 9/23/2005 (i) 11,943 25,000 Jefferson Parish, Louisiana, Hospital Service District Number 001, Hospital Revenue Bonds (West Jefferson Medical Center), VRDN, Series B, 1.53% due 1/01/2028 (e)(i) 25,000 Louisiana HFA, S/F Mortgage Revenue Refunding Bonds, VRDN (i): 23,682 1.697% due 4/29/2005 23,682 30,704 1.877% due 5/31/2035 30,704 5,506 AMT, 1.707% due 5/31/2005 5,506 6,000 Louisiana Local Government, Environmental Facilities, Community Development Authority Revenue Bonds (Honeywell International Inc. Project), VRDN, AMT, 1.71% due 12/01/2037 (i) 6,000 14,915 Louisiana Public Facilities Authority Revenue Bonds (Equipment and Capital Facilities Loan Program), VRDN, Series C, 1.56% due 7/01/2024 (i) 14,915 2,845 Louisiana State GO, FLOATS, VRDN, Series 667, 1.55% due 4/01/2019 (b)(i) 2,845 New Orleans, Louisiana, Ernest N. Morial Exhibit Hall Authority, Special Tax (a)(i): 5,115 MERLOTS, VRDN, Series A46, 1.74% due 7/15/2028 5,115 8,145 ROCS, Series II-R-4038, 1.57% due 7/15/2023 8,145 21,557 New Orleans, Louisiana, Finance Authority, S/F Mortgage Revenue Refunding Bonds, VRDN, Series C, 1.706% due 6/01/2042 (i) 21,557 5,250 New Orleans, Louisiana, IDB, M/F Housing and Mortgage Revenue Bonds, VRDN, 1.84% due 12/01/2043 (i) 5,250 111,800 New Orleans, Louisiana, Sewer Service Revenue Refunding Notes, BAN, 2.75% due 7/29/2005 112,942 4,400 Saint Charles Parish, Louisiana, PCR, Refunding (Shell Oil Company Project), VRDN, 1.54% due 6/01/2005 (i) 4,400 7,700 Saint Charles Parish, Louisiana, PCR (Shell Oil Company--Norco Project), VRDN, AMT, 1.70% due 11/01/2021(i) 7,700 4,400 South Louisiana Port Commission, Port Revenue Refunding Bonds (Occidental Petroleum), VRDN, 1.72% due 7/01/2018 (i) 4,400 Maine--0.4% 7,335 Maine Governmental Facilities Authority, Lease Rental Revenue Refunding Bonds, ROCS, Series II-R-5027, 1.75% due 10/01/2013 (e)(i) 7,335 Maine State, GO: 6,000 BAN, 3% due 6/23/2005 6,060 26,000 TAN, 3% due 6/30/2005 26,270 Maryland--0.9% 35,700 Baltimore, Maryland, Port Facilities Revenue Bonds (Occidental Petroleum), FLOATS, VRDN, 1.35% due 10/14/2011 (i) 35,700 38,305 Maryland State Health and Higher Educational Facilities Authority Revenue Refunding Bonds, FLOATS, VRDN, Series 867, 1.57% due 7/01/2019 (b)(i) 38,305 10,000 Montgomery County, Maryland, EDR (Riderwood Village Inc. Project), Refunding, VRDN, 1.55% due 3/01/2034 (i) 10,000 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Massachusetts-- $ 10,000 Eagle Tax-Exempt Trust, Massachusetts Commuter Facilities, VRDN, Series 2001, 1.3% Class 2101, 1.54% due 6/15/2033 (i) $ 10,000 Massachusetts State, GO, Refunding, VRDN (i): 29,804 FLOATS, Series 716D, 1.51% due 8/01/2018 (f) 29,804 2,700 Series A, 1.50% due 9/01/2016 2,700 10,500 Massachusetts State Heritage, CP, 1.23% due 10/27/2004 10,500 22,460 Massachusetts State Water Resource Authority, Multimodel General Revenue Refunding Bonds, Sub-Series C, 1.69% due 8/01/2037 (b) 22,460 9,700 Route 3 North Transit Improvement Association, Massachusetts, Lease Revenue Refunding Bonds, VRDN, Series B, 1.66% due 6/15/2033 (a)(i) 9,700 18,344 Westford, Massachusetts, Refunding, BAN, GO, 2.25% due 5/10/2005 18,451 23,500 Woburn, Massachusetts, GO, BAN, 1.75% due 4/08/2005 23,560 Michigan--2.4% 15,000 ABN Amro Munitops Certificates Trust, Michigan, GO, Series 2002-29, 1.08% due 11/01/2010 (b)(i) 15,000 Detroit, Michigan, City School District, VRDN (i): 4,615 GO, Series A, 1.59% due 5/01/2029 (e) 4,615 48,680 MERLOTS, Series A113, 1.80% due7/27/2005 48,680 6,300 Detriot, Michigan, Sewage Disposal System Revenue Refunding Bonds, MERLOTS, VRDN, Series B-02, 1.74% due 7/01/2028 (e)(i) 6,300 9,755 Detroit, Michigan, Sewer Disposal Revenue Refunding Bonds, MSTR, VRDN, SGB 47-A, 1.57% due 7/01/2028 (e)(i) 9,755 8,910 Eagle Tax-Exempt Trust, Detroit, Michigan, GO, Series 2004-1006, VRDN, Class A, 1.57% due 4/01/2009 (f)(i) 8,910 6,900 Eagle Tax-Exempt Trust, Grand Rapids Michigan, Sanitation Sewer System, VRDN, Series A, 1.75% due 1/01/2022 (i) 6,900 Kent Hospital Finance Authority, Michigan, Revenue Refunding Bonds (Spectrum Health), VRDN (f)(i): 24,200 Series B, 1.69% due 1/15/2026 24,200 16,800 Series C, 1.69% due 1/15/2026 16,800 20,000 Michigan Municipal Bond Authority Revenue Bonds, Series B-2, 3% due 8/23/2005 20,252 4,295 Michigan State Building Authority, Revenue Refunding Bonds, ROCS, Series II-R-2064, 1.57% due 10/15/2021 (f)(i) 4,295 25,000 Michigan State, CP, 1.10% due 12/01/2004 25,000 22,000 Michigan State Hospital Finance Authority, Revenue Refunding Bonds, MERLOTS, VRDN, Series K, 1.74% due 11/15/2023 (f)(i) 22,000 16,505 Municipal Securities Trust Certificates, Revenue Refunding Bonds (Michigan State Hospital), VRDN, Series 1997-24, Class A, 1.75% due 12/01/2005 (e)(i) 16,505 Minnesota--1.8% 30,600 City of Rochester, Minnesota, CP, 1.30% due 10/20/2004 30,600 18,140 Duluth, Minnesota, EDA, Health Care Facilities Revenue Refunding Bonds, FLOATS, VRDN, Series 895, 1.57% due 2/15/2020 (a)(i) 18,140 10,226 Minneapolis and Saint Paul, Minnesota, CP, 1.15% due 10/06/2004 10,226 14,000 Minnesota Rural Water Finance Authority, Public Projects Construction Notes, Series B, 2% due 10/15/2004 14,005 12,500 Minnesota Rural Water Finance Authority, Public Projects Construction Revenue Notes, 3% due 10/01/2005 12,655 Minnesota State, CP: 81,000 1.16% due 10/12/2004 81,000 9,100 1.14% due 10/14/2004 9,100 1,700 Minnesota State, GO, ROCS, Series II-R-4065, 1.57% due 8/01/2023 (i) 1,700 Mississippi--1.6% 7,100 Mississippi Business Finance Corporation, Mississippi Solid Waste Disposal Revenue Bonds (Mississippi Power Company Project), VRDN, AMT, 1.74% due 7/01/2025 (i) 7,100 3,520 Mississippi Business Finance Corporation, Mississippi, Solid Waste Disposal Revenue Refunding Bonds (Mississippi Power Company Project), VRDN, AMT, 1.74% due 5/01/2028 (i) 3,520 5,200 Mississippi Business Finance Corporation Revenue Bonds (Mississippi Power Company), VRDN, AMT, 1.72% due 12/01/2027 (i) 5,200 12,500 Mississippi Home Corporation, Lease Purpose Revenue Bonds, VRDN, 1.61% due 10/01/2007 (i) 12,500 77,000 Mississippi Home Corporation, S/F Revenue Bonds, FLOATS, VRDN, AMT, Series 714, 1.64% due 10/03/2005 (i) 77,000 Mississippi Hospital Equipment and Facilities Authority Revenue Bonds, VRDN (i): 18,000 (Baptist Memorial Hospital Project), 1.53% due 5/01/2021 18,000 25,900 (Mississippi Baptist Medical Center), 1.55% due 7/01/2012 25,900 5,500 University of Mississippi Educational Building Corporation Revenue Bonds (The University of Mississippi Medical Center Pediatric and Research Facilities Project), VRDN, 1.51% due 6/01/2034 (a)(i) 5,500 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Missouri--0.3% Missouri State Health and Educational Facilities Authority, School District Advance Funding Program Revenue Bonds: $ 10,000 (Park Hill School District), Series M, 1.15% due 10/29/2004 $ 10,000 8,000 (Saint Louis County Schools), Series O, 1.18% due 10/29/2004 8,000 10,750 Missouri State Public Utilities Commission, Interim Construction Notes, 2% due 10/15/2004 10,754 Nebraska--1.5% 78,700 American Public Energy Agency, Nebraska, Gas Supply Revenue Bonds (National Public Gas Agency Project), VRDN, Series B, 1.69% due 2/01/2014 (i) 78,700 25,000 Lincoln, Nebraska, Electric System, CP, 1.21% due 11/08/2004 25,000 4,385 Municipal Energy Agency of Nebraska, Power Supply System Revenue Bonds, ROCS, Series II-R-2051, 1.57% due 4/01/2022 (e)(i) 4,385 4,520 Nebhelp Inc., Nebraska, Revenue Bonds, ROCS, AMT, Series II-R-205, 1.61% due 6/01/2013 (f)(i) 4,520 32,400 Nebraska Public Power District, CP, 1.12% due 10/07/2004 32,400 4,995 Nebraska Public Power District Revenue Refunding Bonds, ROCS, Series II-R-209, 1.57% due 1/01/2012 (f)(i) 4,995 Nevada--1.2% 29,185 ABN Amro Munitops Certificates Trust, Clark County, Nevada, Airport Revenue Bonds, VRDN, Series 1999-15, 1.75% due 1/02/2008 (f)(i) 29,185 36,740 Clark County, Nevada, Airport Improvement Revenue Refunding Bonds, VRDN, Series A, 1.67% due 7/01/2012 (f)(i) 36,740 18,860 Clark County, Nevada, Airport System Subordinate Lien Revenue Refunding Bonds, VRDN, Series C, 1.66% due 7/01/2029 (b)(i) 18,860 3,825 Clark County, Nevada, GO, ROCS, Series II-R-4012, 1.61% due 7/01/2023 (a)(i) 3,825 9,050 Las Vegas Valley, Nevada, Water District, GO, Refunding, MERLOTS, VRDN, Series B-10, 1.74% due 6/01/2024 (f)(i) 9,050 6,605 Nevada Housing Division Revenue Bonds (Multi-Unit Housing--Mesquite), VRDN, AMT, Series B, 2.01% due 5/01/2028 (i) 6,605 7,300 Washoe County, Nevada, School District, GO, ROCS, Series II-R-2012, 1.57% due 6/01/2020 (b)(i) 7,300 New Hampshire-- 20,500 New Hampshire Health and Educational Facilities Authority, Revenue Refunding 0.7% Bonds (Dartmouth Hitchcock Obligation), VRDN, Series A, 1.51% due 8/01/2031 (e)(i) 20,500 New Hampshire Higher Educational and Health Facilities Authority, Revenue Refunding Bonds, FLOATS, VRDN (b)(i): 5,475 Series 772, 1.57% due 1/01/2017 5,475 11,000 Series 866, 1.57% due 8/15/2021 11,000 7,415 New Hampshire State Business Finance Authority, Resource Recovery Revenue Refunding Bonds (Wheelabrator), VRDN, Series A, 1.71% due 1/01/2018 (i) 7,415 25,600 New Hampshire State, CP, 1.45% due 11/09/2004 25,600 New Jersey--1.5% 15,000 Fair Lawn, New Jersey, School District, GO, 2.70% due 5/20/2005 15,103 14,920 Middlesex County, New Jersey, GO, BAN, 1.75% due 1/10/2005 14,929 52,000 New Jersey State, FLOATS, VRDN, Series L55J, 1.75% due 6/24/2005 (i) 52,000 New Jersey State Turnpike Authority, Turnpike Revenue Bonds, VRDN (e)(i): 27,000 Series C-1, 1.68% due 1/01/2024 27,000 11,000 Series C-2, 1.68% due 1/01/2024 11,000 20,000 Passaic County, New Jersey, GO, Refunding, BAN, 3% due 6/10/2005 20,190 6,000 Port Authority of New York and New Jersey, Special Obligation Revenue Refunding Bonds (Versatile Structure Obligation), VRDN, AMT, Series 6, 1.66% due 12/01/2017 (i) 6,000 New Mexico--0.9% 25,000 Bernalillo County, New Mexico, GO, TRAN, 3% due 6/30/2005 25,261 8,000 Hurley, New Mexico, PCR (Kennecott Santa Fe), VRDN, 1.65% due 12/01/2015 (i) 8,000 16,700 New Mexico Mortgage Finance Authority, S/F Mortgage Program Revenue Bonds, AMT, 1.625% due 9/23/2005 16,700 18,800 New Mexico Mortgage Finance Authority, S/F Mortgage Revenue Bonds, VRDN, AMT, 1.67% due 3/01/2005 (i) 18,800 15,000 New Mexico State, FLOATS, VRDN, Series L38, 1.75% due 6/30/2005 (i) 15,000 New York--5.8% Albany, New York, City School District, GO, BAN: 10,425 1.75% due 3/25/2005 10,444 16,230 2.75% due 6/30/2005 16,361 15,000 Series A, 1.75% due 3/25/2005 15,027 19,720 Babylon, New York, IDA, Residential Recovery Revenue Refunding Bonds (Ogden Martin Project), VRDN, 1.66% due 1/01/2019 (e)(i) 19,720 4,000 Babylon, New York, Union Free School District, GO, TAN, 2.75% due 6/29/2005 4,034 5,500 Connetquot Central School District, New York, Islip, GO, BAN, 2% due 1/27/2005 5,515 24,700 Eagle Tax-Exempt Trust, New York State Dormitory Authority (Memorial Sloan), VRDN, Series 98, Class 3202, 1.71% due 7/01/2023 (i) 24,700 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value New York $ 14,200 East Meadow, New York, Union Free School District, GO, BAN, 2.50% due (concluded) 8/17/2005 $ 14,323 8,700 Elmont, New York, Union Free School District, GO, TAN, 2.75% due 6/29/2005 8,764 7,500 Hastings Township, New York, GO, BAN, 2.75% due 7/15/2005 7,564 8,000 Herricks, New York, Union Free School District, BAN, 2% due 12/02/2004 8,011 3,800 Kings Park, New York, Central School District, GO, BAN, 2.75% due 8/02/2005 3,836 6,500 Long Island Power Authority, New York, Electric System Revenue Bonds, VRDN, Sub-Series 7-B, 1.72% due 4/01/2025 (f)(i) 6,500 9,000 Longwood Central School District of Suffolk County, New York, GO, TAN, 2.75% due 6/30/2005 9,076 1,800 Metropolitan Transportation Authority, New York, Dedicated Tax Fund Revenue Refunding Bonds, VRDN, Series B, 1.50% due 11/01/2022 (e)(i) 1,800 55,000 Monroe County, New York, GO, RAN, 2.50% due 4/15/2005 55,276 20,000 Monroe County, New York, Public Improvement, GO, BAN, 3% due 7/28/2005 20,198 15,930 Monroe County, New York, Public Improvement, GO, Refunding, BAN, 2.25% due 12/17/2004 15,963 13,995 Municipal Securities Trust Certificates Revenue Bonds, New York City, New York, City Transitional Finance Authority, VRDN, Series 2002-202, Class A, 1.73% due 10/21/2010 (b)(i) 13,995 New York City, New York, City Municipal Water Finance Authority, CP: 15,000 1.17% due 10/01/2004 15,000 15,000 1.20% due 11/04/2004 15,000 21,500 New York City, New York, City Municipal Water Finance Authority, Water and Sewer System Revenue Refunding Bonds, MSTR, VRDN, Series SGB-27, 1.53% due 6/15/2024 (e)(i) 21,500 New York City, New York, City Transitional Finance Authority Revenue Bonds, VRDN (i): 940 (New York City Recovery), Series 1, Sub-Series 1C, 1.63% due 11/01/2022 940 22,000 Sub-Series 2D, 1.70% due 11/01/2022 22,000 23,100 New York City, New York, GO, Refunding, VRDN, Sub-Series C-5, 1.69% due 8/01/2020 (i) 23,100 10,000 New York City, New York, GO, VRDN, Sub-Series H-3, 1.70% due 3/01/2034 (i) 10,000 New York State Dormitory Authority, Mental Health Facilities Improvement Revenue Refunding Bonds, VRDN (e)(i): 9,000 Series F-2A, 1.49% due 2/15/2021 9,000 40,000 Series F-2B, 1.50% due 2/15/2021 40,000 17,500 New York State HFA, Service Contract Revenue Refunding Bonds, VRDN, Series B, 1.68% due 3/15/2026 (i) 17,500 7,400 New York State Local Government Assistance Corporation Revenue Bonds, VRDN, Series B, 1.68% due 4/01/2025 (i) 7,400 3,300 New York State Local Government Assistance Corporation, Revenue Refunding Bonds, Sub Lien, VRDN, Series A-5V, 1.68% due 4/01/2020 (e)(i) 3,300 5,995 New York State Power Authority Revenue Bonds, ROCS, Series II-R-210, 1.53% due 11/15/2015 (f)(i) 5,995 9,600 Putnam County, New York, GO, TAN, 2% due 11/19/2004 9,611 15,000 Riverhead, New York, Central School District, GO, TAN, 2.75% due 6/30/2005 15,123 35,805 Rochester, New York, GO, BAN, Series II, 2% due 10/22/2004 35,824 10,000 Triborough Bridge and Tunnel Authority, New York, General Purpose Revenue Refunding Bonds, VRDN, Series B, 1.68% due 1/01/2032 (a)(i) 10,000 25,000 Ulster County, New York, GO, BAN, 2.75% due 6/10/2005 25,196 14,950 Wilson, New York, Central School District, GO, BAN, 2.75% due 8/03/2005 15,092 North Carolina-- 17,000 Mecklenburg County, North Carolina, GO, VRDN, Series B, 2% due 2/01/2005 (i) 17,052 1.1% 19,995 Municipal Securities Trust Certificates, North Carolina Eastern Municipal Power Agency, GO, Refunding, VRDN, Series 2002-201, Class A, 1.73% due 4/12/2017 (i) 19,995 8,165 North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, MERLOTS, VRDN, Series A22, 1.30% due 4/13/2005 (i) 8,165 21,100 North Carolina Medical Care Commission, Hospital Revenue Bonds (Moses H. Cone Memorial Health System), VRDN, Series B, 1.50% due 10/01/2035 (i) 21,100 4,500 North Carolina State, GO, MERLOTS, VRDN, Series A23, 1.74% due 3/01/2027 (i) 4,500 Wake County, North Carolina, GO, VRDN (i): 16,000 Series A, 2% due 4/01/2005 16,069 15,000 Series B, 2% due 4/01/2005 15,065 4,200 Wake County, North Carolina, Industrial Facilities and Pollution Control Financing Authority Revenue Bonds (Solid Waste Disposal--Highway 55), VRDN, AMT, 1.62% due 9/01/2013 (i) 4,200 North Dakota-- 9,610 North Dakota Rural Water Finance Corporation, Public Projects Construction 0.2% Notes, VRDN, 2% due 10/15/2004 (i) 9,613 6,330 Oliver City, North Dakota, PCR, Refunding, MERLOTS, VRDN, Series B07, 1.74% due 1/01/2027 (a)(i) 6,330 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Ohio--1.4% $ 2,000 Brunswick, Ohio, GO, BAN, 2.50% due 5/26/2005 $ 2,011 20,000 Cleveland, Ohio, Water Revenue Refunding Bonds, VRDN, Series M, 1.50% due 1/01/2033 (e)(i) 20,000 4,000 Eagle Tax-Exempt Trust, Cincinnatti, Ohio, City School District, GO, VRDN, Series 2004-34, Class A, 1.75% due 12/01/2031 (e)(i) 4,000 22,275 Eagle Tax-Exempt Trust, Ohio State Turnpike, VRDN, Series 98, Class 3503, 1.75% due 2/15/2026 (i) 22,275 10,500 Eagle Tax-Exempt Trust, Ohio, Water Authority Revenue Bonds (Ohio Edison), VRDN, Series 95, Class 3502, 1.57% due 7/01/2015 (i) 10,500 28,000 Hamilton County, Ohio, Health Care Facilities Revenue Bonds (Twin Towers and Twin Lakes), VRDN, Series A, 1.54% due 7/01/2023 (i) 28,000 9,000 Hamilton County, Ohio, Student Housing Revenue Bonds (Block 3 Community Urban Redevelopment Corporation Project), VRDN, 1.77% due 8/01/2036 (i) 9,000 2,370 Municipal Securities Trust Certificates, Princeton, Ohio, City School District, GO, Series SGB 50-A, 1.75% due 12/01/2030 (f)(i) 2,370 Ohio State Air Quality Development Authority, Revenue Refunding Bonds (Cincinnati Gas and Electric), VRDN (i): 7,900 Series A, 1.66% due 9/01/2030 7,900 16,300 Series B, 1.85% due 9/01/2030 16,300 5,000 Ohio State, GO, FLOATS, VRDN, Series 603, 1.54% due 9/15/2020 (e)(i) 5,000 6,000 Springboro, Ohio, Community City School District, GO, BAN, 1.75% due 10/12/2004 6,001 Oklahoma--1.6% 3,400 Cleveland County, Oklahoma, Development Authority, Family Mortgage Revenue Refunding Bonds, VRDN, 1.59% due 5/25/2005 (i) 3,400 3,300 Cleveland County, Oklahoma, Home Loan Authority, S/F Mortgage Revenue Refunding Bonds, VRDN, Series A, 1.61% due 4/25/2005 (i) 3,300 Comanche County, Oklahoma, Home Finance Authority, S/F Mortgage Revenue Bonds, VRDN, Series A (i): 16,508 1.721% due 4/01/2005 16,508 3,750 1.94% due 5/02/2005 3,750 3,525 Oklahoma County, Oklahoma, Finance Authority Revenue Bonds (Oklahoma County Housing Preservation), VRDN, 1.53% due 1/01/2033 (i) 3,525 41,710 Oklahoma County, Oklahoma, Home Financing Authority, S/F Mortgage Revenue Bonds, VRDN, Series A, 1.733% due 5/01/2006 (i) 41,710 5,000 Oklahoma State Development Finance Authority Revenue Bonds (ConocoPhilips Company Project), VRDN, AMT, 1.35% due 12/01/2004 (i) 5,000 549 Oklahoma State Housing Finance Agency, S/F Mortgage Revenue Refunding Bonds, 1.64% due 8/31/2005 549 Oklahoma State Water Resource Board, State Loan Program Revenue Bonds, Series A: 31,000 0.98% due 10/01/2004 31,000 36,000 1.58% due 4/01/2005 36,000 Tulsa County, Oklahoma, Home Finance Authority, S/F Mortgage Revenue Bonds, Series A: 7,500 1.891% due 4/01/2005 7,500 4,740 VRDN, AMT, 1.721% due 4/01/2005 (i) 4,740 Oregon--0.2% 11,730 ABN Amro Munitops Certificates Trust, Portland, Oregon, GO, VRDN, Series 2001-4, 1.73% due 6/01/2009 (f)(i) 11,730 4,795 Eagle Tax-Exempt Trust, Oregon State Department of Administrative Services Revenue Bonds, VRDN, Series 2004-1010, Class A, 1.57% due 9/01/2009 (i) 4,795 6,400 Oregon State Housing and Community Services Department, Mortgage Revenue Refunding Bonds (S/F Mortgage Program), Series D, 1.16% due 5/05/2005 (e) 6,400 Pennsylvania--3.0% 37,325 Allegheny County, Pennsylvania, GO, Refunding, Series C-50, 1.40% due 5/01/2005 37,325 7,800 Arkansas State Development Finance Authority, M/F Housing Revenue Bonds (Chapelridge Benton Project), VRDN, AMT, Series C, 1.63% due 6/01/2032 (i) 7,800 2,500 Butler County, Pennsylvania, IDA, IDR, Refunding (Wetterau Finance Co. Project), VRDN, 1.53% due 12/01/2014 (i) 2,500 25,240 Dauphin County, Pennsylvania, General Authority, Revenue Refunding Bonds (School District Pooled Financing Program II), VRDN, 1.68% due 9/01/2032 (a)(i) 25,240 Delaware Valley, Pennsylvania, Regional Finance Authority, Local Government Revenue Bonds, VRDN (i): 15,600 Mode 1, 1.69% due 8/01/2016 15,600 15,100 Series B, 1.69% due 12/01/2020 15,100 5,400 Series C, 1.69% due 12/01/2020 5,400 15,150 Series D, 1.69% due 12/01/2020 15,150 Emmaus, Pennsylvania, General Authority Revenue Bonds, VRDN (i): 13,200 (Pennsylvania Loan Program), Series A, 1.55% due 3/01/2030 (e) 13,200 7,500 Series D, 1.73% due 3/01/2024 7,500 10,625 Sub-Series A-10, 1.73% due 3/01/2024 10,625 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Pennsylvania $ 11,690 Erie County, Pennsylvania, Hospital Authority Revenue Bonds, FLOATS, VRDN, (concluded) Series 820, 1.55% due 7/01/2022 (f)(i) $ 11,690 12,000 Lackawanna County, Pennsylvania, GO, MSTR, VRDN, Series SGB-38, 1.57% due 9/15/2020 (i) 12,000 5,000 Mount Lebanon, Pennsylvania, School District, GO, MERLOTS, VRDN, Series B19, 1.74% due 2/15/2027 (f)(i) 5,000 10,665 Pennsylvania State Turnpike Commission, Turnpike Revenue Refunding Bonds, VRDN, Series B, 1.51% due 12/01/2012 (i) 10,665 35,700 Philadelphia, Pennsylvania, School District, GO, TRAN, 3% due 6/30/2005 36,065 48,375 Philadelphia, Pennsylvania, Water and Wastewater Revenue Refunding Bonds, VRDN, 1.68% due 6/15/2023 (e)(i) 48,375 9,120 Southeastern Pennsylvania Transportation Authority, Special Revenue Bonds, Series A, 5.75% due 3/01/2005 (b)(k) 9,330 Rhode Island-- Rhode Island State and Providence Plantations, GO, FLOATS, VRDN (i): 0.4% 26,160 Series 568, 1.55% due 9/01/2017 (f) 26,160 16,060 Series 720, 1.55% due 11/01/2022 (b) 16,060 South Carolina-- 12,195 ABN Amro Munitops Certificates Trust, Lexington County, South Carolina, GO, 0.8% VRDN, Series 2001-37, 1.75% due 2/01/2010 (b)(i) 12,195 200 Florence County, South Carolina, Solid Waste Disposal and Wastewater Treatment Revenue Bonds (Roche Carolina Inc. Project), VRDN, AMT, 1.72% due 4/01/2027 (i) 200 26,000 Oconee County, South Carolina, PCR, Refunding (Duke Energy Corporation), VRDN, 1.50% due 2/01/2017 (i) 26,000 23,000 South Carolina Association of Governmental Organizations, COP, 2.75% due 4/15/2005 23,149 6,250 South Carolina Jobs EDA, EDR (Holcim (US) Inc. Project), VRDN, AMT, 1.66% due 12/01/2033 (i) 6,250 12,500 South Carolina Transportation Infrastructure Bank Revenue Bonds, FLOATS, VRDN, Series 728, 1.55% due 10/01/2022 (a)(i) 12,500 South Dakota-- 13,300 Lawrence County, South Dakota, Solid Waste Disposal Revenue Bonds (Homestake 0.1% Mining), VRDN, AMT, Series A, 1.69% due 7/01/2032 (i) 13,300 Tennessee--5.0% Clarksville, Tennessee, Public Building Authority Revenue Bonds, Pooled Financing (Tennessee Municipal Bond Fund), VRDN (i): 37,605 1.55% due 11/01/2027 37,605 66,900 1.55% due 6/01/2029 66,900 10,605 1.65% due 1/01/2033 10,605 23,800 1.65% due 7/01/2034 23,800 Knoxville, Tennessee, Utilities Board Revenue Bonds, VRDN (e)(i): 15,335 (Sub-Gas System), 1.64% due 1/15/2005 15,335 17,900 (Sub-Wastewater System), 1.64% due 1/15/2005 17,900 8,100 Loudon, Tennessee, IDB, PCR, Refunding (A.E. Staley Manufacturing Company Project), VRDN, 1.50% due 6/01/2023 (i) 8,100 6,450 Memphis, Tennessee, Health, Educational and Housing Facility Board, M/F Housing Revenue Bonds (Chickasaw Place Apartments), VRDN, AMT, 1.63% due 6/01/2033 (i) 6,450 6,020 Memphis, Tennessee, Health, Educational and Housing Facility Board Revenue Bonds (Not-for-Profit M/F Program), VRDN, 1.53% due 8/01/2032 (i) 6,020 15,000 Metropolitan Government of Nashville and Davidson County, Tennessee, Health and Education Facilities Board Revenue Bonds (Ascension Health Credit), Series B-2, 1.20% due 1/04/2005 15,000 Montgomery County, Tennessee, Public Building Authority, Pooled Financing Revenue Bonds, VRDN (i): 2,980 (Montgomery County Loan), 1.55% due 7/01/2019 2,980 27,860 (Tennessee County Loan Pool), 1.55% due 11/01/2027 27,860 Sevier County, Tennessee, Public Building Authority Revenue Bonds, Local Government Public Improvement II, VRDN (a)(i): 7,100 Series A-1, 1.54% due 6/01/2024 7,100 4,630 Series E-2, 1.54% due 6/01/2021 4,630 5,000 Series F-3, 1.54% due 6/01/2005 5,000 Sevier County, Tennessee, Public Building Authority Revenue Bonds, Local Government Public Improvement III, VRDN (i): 69,900 AMT, Series A, 1.70% due 6/01/2028 (a) 69,900 10,000 Series D-2, 1.54% due 6/01/2017 (a) 10,000 4,350 Series D-6, 1.54% due 6/01/2020 (a) 4,350 18,970 Series E-1, 1.54% due 6/01/2025 18,970 10,000 Series E-4, 1.54% due 6/01/2025 (a) 10,000 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Tennessee $ 4,650 Shelby County, Tennessee, GO, Refunding, ROCS, Series II-R-3023, 1.75% (concluded) due 4/01/2020 (f)(i) $ 4,650 12,000 Shelby County, Tennessee, Health, Educational and Housing Facilities Board Revenue Bonds (Hutchison School Project), VRDN, 1.54% due 5/01/2026 (i) 12,000 18,705 Shelby County, Tennessee, Public Improvement and School, GO, VRDN, Series B, 1.75% due 1/10/2005 (i) 18,742 Tennessee HDA, S/F Mortgage Revenue Bonds, AMT: 15,300 Series CN-1, 1.466% due 8/11/2005 15,300 32,655 VRDN, Series CN-1A, 1.494% due 12/08/2005 (i) 32,655 29,500 Tennessee State Local Development Authority Revenue Bonds (Student Loan Progam), BAN, Series A, 3% due 5/31/2005 29,771 Texas--11.0% 15,750 ABN Amro Munitops Certificates Trust, Houston, Texas, Airport Revenue Bonds, VRDN, AMT, Series 1998-15, 1.80% due 7/05/2006 (b)(i) 15,750 13,500 ABN Amro Munitops Certificates Trust, San Antonio, Texas, Electric and Gas Revenue Bonds, VRDN, Series 1998-22, 1.75% due 1/03/2007 (f)(i) 13,500 29,950 ABN Amro Munitops Certificates Trust, San Antonio, Texas, Independant School District, VRDN, Series 1999-10, 1.75% due 3/07/2007 (f)(i) 29,950 9,030 ABN Amro Munitops Certificates Trust, Texas Permanent School Fund, Independant School District, GO, VRDN, Series 2001-8, 1.75% due 2/15/2007 (i) 9,030 10,000 Brazos River Authority, Texas, Harbor Navigational District, Brazoria County Revenue Bonds (BASF Corp.), VRDN, AMT, 1.73% due 4/01/2032 (i) 10,000 25,000 Brazos River, Texas, Harbor Industrial Development Corporation Revenue Bonds (BASF Corporation Project), VRDN, AMT, 1.78% due 5/01/2038 (i) 25,000 5,000 Cameron County, Texas, Housing Finance Corporation, S/F Mortgage Revenue Bonds, VRDN, 1.70% due 9/01/2005 (i) 5,000 18,279 Central Texas Housing Finance Corporation, S/F Mortgage Revenue Bonds, VRDN, AMT, Series A, 1.707% due 7/01/2005 (i) 18,279 7,390 Corpus Christi, Texas, Business and Job Development Corporation, Sales Tax Revenue Refunding Bonds, ROCS, Series II-R-2001, 1.70% due 9/01/2017 (a)(i) 7,390 4,000 Corpus Christi, Texas, Industrial Development Corp., IDR (Dedietrich USA Incorporated Project), VRDN, AMT, 1.84% due 11/01/2008 (i) 4,000 3,745 Corpus Christi, Texas, Utility System Revenue Refunding Bonds, ROCS, Series II-R-2149, 1.57% due 7/15/2024 (e)(i) 3,745 2,855 Dallas, Texas, Area Rapid Transit Revenue Refunding Bonds, ROCS, Series II-R-2078, 1.57% due 12/01/2022 (a)(i) 2,855 Dallas-Fort Worth, Texas, International Airport Revenue Bonds, AMT (i): 3,000 ROCS, Series II-R-268, 1.79% due 11/01/2033 (f) 3,000 4,408 VRDN, FLOATS, Series 824, 1.25% due 11/01/2015 (a) 4,408 7,140 VRDN, PUTTERS, Series 350, 1.76% due 5/01/2011 (f) 7,140 2,500 VRDN, PUTTERS, Series 351, 1.58% due 5/01/2008 (e) 2,500 4,995 VRDN, PUTTERS, Series 385, 1.58% due 5/01/2008 (b) 4,995 Dallas-Fort Worth, Texas, Regional Airport Revenue Bonds, MSTR, VRDN, AMT (f)(i): 25,300 Series SGB-49, 1.70% due 11/01/2023 25,300 9,495 Series SGB-52, 1.78% due 11/01/2017 9,495 Dallas-Fort Worth, Texas, Regional Airport Revenue Refunding Bonds, MSTR, VRDN (i): 23,885 AMT, Series SGB-46, 1.78% due 11/01/2020 (f) 23,885 6,600 Series SGB-52, 1.57% due 11/01/2015 (b) 6,600 6,000 Eagle Tax-Exempt Trust, Dallas, Texas, VRDN, Series 01, Class 4310, 1.57% due 12/01/2026 (a)(i) 6,000 8,435 Eagle Tax-Exempt Trust, Dallas-Fort Worth, Texas, International Airport Revenue Bonds, AMT, Series 2003-0020, Class A, 1.61% due 11/01/2032 (a)(i) 8,435 9,900 Eagle Tax-Exempt Trust, Dallas-Fort Worth, Texas, VRDN, Series 96C, Class 4301, 1.75% due 11/01/2005 (i) 9,900 4,915 Eagle Tax-Exempt Trust, San Antonio, Texas, VRDN, Series 01, Class 4311, 1.57% due 8/15/2026 (i) 4,915 5,000 El Paso County, Texas, Housing Finance Corporation, S/F Mortgage Revenue Bonds, VRDN, Series A, 1.509% due 12/01/2035 (i) 5,000 4,500 Fort Bend County, Texas, GO, MSTR, VRDN, SGB-46-A, 1.57% due 3/01/2032 (f)(i) 4,500 5,300 Grapevine, Texas, Industrial Development Corporation, Airport Revenue Refunding Bonds (Southern Air Transport), VRDN, 1.55% due 3/01/2010 (i) 5,300 7,400 Gulf Coast IDA, Texas, Solid Waste Disposal Revenue Bonds (Citgo Petroleum Corporation Project), VRDN, AMT, 1.70% due 4/01/2026 (i) 7,400 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Texas Gulf Coast Waste Disposal Authority, Texas, Environmental Facilities Revenue (concluded) Bonds, VRDN, AMT (i): $ 19,000 (American Aeryl LP Project), 1.58% due 5/01/2038 $ 19,000 2,200 (BP Amoco Chemical Company), 1.70% due 5/01/2038 2,200 5,500 (BP Amoco Chemical Company Project), Series B, 1.70% due 9/01/2038 5,500 11,000 (BP Products North America Project), 1.70% due 7/01/2036 11,000 Gulf Coast Waste Disposal Authority, Texas, Revenue Bonds, VRDN, AMT (i): 12,500 (Air Products Project), 1.76% due 3/01/2035 12,500 2,500 (Waste Management Inc.), Series A, 1.75% due 4/01/2019 2,500 46,500 Harris County, Texas, Health Facilities Development Corporation, Revenue Refunding Bonds (Methodist Hospital), VRDN, 1.72% due 12/01/2032 (i) 46,500 46,100 Harris County, Texas, Industrial Development Corporation, Solid Waste Disposal Revenue Bonds (Deer Park Limited Partnership), VRDN, AMT, Series A, 1.72% due 2/01/2023 (i) 46,100 Harris County, Texas, Revenue Refunding Bonds, ROCS (i): 10,330 Series II-R-1030, 1.57% due 8/15/2017 (e) 10,330 5,430 Series II-R-2101, 1.75% due 8/15/2014 (b) 5,430 15,587 Houston, Texas, Housing Finance Corporation, S/Family Mortgage Revenue Refunding Bonds, VRDN, 1.465% due 12/01/2033 (i) 15,587 75,000 Houston, Texas, Independent School District, GO, Refunding (School Building), VRDN, 1.73% due 6/15/2005 (i) 75,000 Houston, Texas, Utility System Revenue Refunding Bonds (e)(i): 5,370 ROCS, Series II-R-4063, 1.75% due 5/15/2021 5,370 6,000 TOCS, Series A, 1.55% due 5/25/2012 6,000 7,810 Houston, Texas, Water and Sewer System Revenue Bonds, MERLOTS, VRDN, Series A-128, 1.74% due 12/01/2029 (f)(i) 7,810 3,375 Irving, Texas, Independent School District, GO, Refunding, ROCS, Series II-R-2028, 1.57% due 2/15/2022 (i) 3,375 10,395 Municipal Securities Trust Certificates, Austin, Texas, Water Revenue Refunding Bonds, VRDN, Series 2001-134, Class A, 1.75% due 5/15/2010 (e)(i) 10,395 North Central Texas, CP: 12,000 1.39% due 10/07/2004 12,000 31,000 1.33% due 11/01/2004 31,000 17,335 Port Arthur, Texas, Navigation District, Environmental Facilities Revenue Refunding Bonds (Motiva Enterprises Project), VRDN, AMT, 1.80% due 12/01/2027 (i) 17,335 10,000 Port Arthur, Texas, Navigation District, Industrial Development Corporation, Exempt Facilities Revenue Bonds (Air Products and Chemicals Project), VRDN, AMT, 1.76% due 4/01/2036 (i) 10,000 Port Arthur, Texas, Navigation District Revenue Bonds, VRDN, AMT (i): 20,000 (BASF Corporation Project), 1.73% due 4/01/2033 20,000 10,000 Multi-Mode (Atofina Petrochemicals), Series B, 1.80% due 4/01/2027 10,000 50,000 Port Corpus Christi, Texas, Nueces County Solid Waste Disposal Revenue Refunding Bonds (Flint Hills Resources), VRDN, AMT, Series A, 2.05% due 7/01/2029 (i) 50,000 10,000 San Antonio, Texas, Hotel Occupancy Revenue Bonds, FLOATS, VRDN, Series SG-51, 1.55% due 8/15/2019 (i) 10,000 5,000 San Marcos, Texas, Consolidated Independent School District, GO, MERLOTS, VRDN, Series C-23, 1.70% due 8/01/2029 (i) 5,000 8,459 Southeast Texas Housing Finance Corporation, Revenue Refunding Bonds, 1.655% due 4/01/2005 8,459 33,210 Texas Municipal Power Agency Revenue Bonds, Series 91, CP, 1.30% due 10/13/2004 33,210 45,000 Texas State, College Student Loan, GO, Refunding, VRDN, AMT, 1.80% due 7/01/2005 (i) 45,000 3,145 Texas State, GO, Refunding, FLOATS, VRDN, Series 657, 1.55% due 4/01/2010 (i) 3,145 200,000 Texas State, TRAN, 3% due 8/31/2005 202,529 Texas State Turnpike Authority, Central Texas Turnpike System Revenue Bonds (a)(i): 3,300 PUTTERS, VRDN, Series 421, 1.77% due 2/15/2025 3,300 2,200 ROCS, Series II-R-284, 1.75% due 8/15/2039 2,200 5,480 Texas State University, System Financing Revenue Refunding Bonds, ROCS, Series II-R-1011, 1.57% due 3/15/2019 (e)(i) 5,480 15,200 University of Texas Revenue Bonds, CP, 1.20% due 11/10/2004 15,200 5,000 Victoria County, Texas, Hospital Revenue Refunding Bonds, FLOATS, VRDN, Series 959, 1.55% due 1/01/2016 (a)(i) 5,000 6,200 West Side Calhoun County, Texas, Navigation District Sewer and Solid Waste District Revenue Bonds (BP Chemicals Inc. Project), VRDN, AMT, 1.70% due 4/01/2031 (i) 6,200 4,790 Williamson County, Texas, GO, Refunding, PUTTERS, VRDN, Series 410, 1.73% due 2/15/2012 (f)(i) 4,790 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Utah--0.2% $ 12,300 Intermountain Power Agency, Utah, Power Supply Revenue Bonds, VRDN, Series F, 1.25% due 12/01/2004 (a)(i) $ 12,300 8,300 Utah Water Finance Agency, Tender Option Revenue Bonds, VRDN, Series A-9, 1.77% due 7/01/2034 (a)(i) 8,300 Vermont--0.0% 2,900 Vermont HFA, S/F Revenue Bonds, VRDN, AMT, Series 16 A, 1.64% due 5/01/2032 (e)(i) 2,900 Virginia--1.5% Metropolitan Washington Airports Authority, D.C., Airport System Revenue Refunding Bonds, VRDN, AMT (i): 49,045 MERLOTS, Series C35, 1.73% due 10/01/2014 (f) 49,045 1,700 PUTTERS, Series 404, 1.58% due 10/01/2011 (b) 1,700 7,725 Metropolitan Washington Airports Authority, D.C., System Revenue Bonds, ROCS, Series II-R-195, 1.61% due 10/01/2032 (b)(i) 7,725 13,995 Metropolitan Washington Airports Authority, D.C., Virginia Airports Authority, General Airport Revenue Bonds, PUTTERS, VRDN, AMT, Series 240, 1.76% due 10/01/2021 (f)(i) 13,995 66,400 Norfolk, Virginia, CP, 1.15% due 10/06/2004 66,400 6,410 Prince William County, Virginia, IDA, Revenue Bonds (PDH LLC Project), VRDN, 1.77% due 4/01/2025 (i) 6,410 Washington--2.4% 20,000 ABN Amro Munitops Certificates Trust, Port Seattle, Washington Revenue Bonds, VRDN, Series 1998-16, 1.75% due 10/04/2006 (f)(i) 20,000 22,900 Clark County, Washington, Public Utility District Number 001, Generating System Revenue Refunding Bonds, MSTR, VRDN, Series SGA-118, 1.68% due 1/01/2025 (e)(i) 22,900 3,000 Eagle Tax-Exempt Trust, Bellevue, Washington, GO, Refunding, VRDN, Series 2004-1011, Class A, 1.57% due 12/01/2043 (f)(i) 3,000 8,965 Grant County, Washington, Public Utility District Number 002, Electric Revenue Refunding Bonds, ROCS, Series II-R-2039, 1.57% due 1/01/2019 (e)(i) 8,965 1,835 King County, Washington, GO, ROCS, Series II-R-5036, 1.75% due 12/01/2013 (a)(i) 1,835 5,260 King County, Washington, School District Number 410, Snoqualmie Valley, GO, ROCS, Series II-R-4513, 1.57% due 12/01/2020 (e)(i) 5,260 14,810 King County, Washington, Sewer Revenue Refunding Bonds, FLOATS, VRDN, Series 554, 1.55% due 7/01/2009 (b)(i) 14,810 2,280 Lewis County, Washington, Public Utility District Number 001, Cowlitz Falls Hydroelectric Revenue Refunding Bonds, Series II-R-4026, 1.57% due 10/01/2023 (f)(i) 2,280 14,070 Municipal Securities Trust Certificates, Washington State Motor Vehicle Fuel Tax, GO, VRDN, Series 2001-112, Class A, 1.68% due 1/07/2021 (i) 14,070 4,970 Port Seattle, Washington, Revenue Bonds, MERLOTS, VRDN, AMT, Series B04, 1.79% due 9/01/2015 (b)(i) 4,970 4,975 Seattle, Washington, Water System Revenue Refunding Bonds, ROCS, Series II-R-4006, 1.57% due 9/01/2022 (f)(i) 4,975 14,000 Snohomish County, Washington, Public Utility District Number 001, Electric Revenue Bonds (Generation System), VRDN, 1.66% due 1/01/2025 (f)(i) 14,000 3,490 Spokane County, Washington, Spokane School District Number 081, GO, ROCS, Series II-R-4000, 1.57% due 12/01/2019 (e)(i) 3,490 5,635 Tacoma, Washington, Convention Center and Parking Revenue Bonds, ROCS, Series II-R-2144, 1.57% due 12/01/2022 (f)(i) 5,635 14,040 Tacoma, Washington, Water Revenue Refunding Bonds, FLOATS, VRDN, Series 555, 1.55% due 12/01/2009 (b)(i) 14,040 15,075 Washington State, GO, PUTTERS, VRDN, Series 333, 1.59% due 12/01/2014 (f)(i) 15,075 Washington State, GO, Refunding, MERLOTS, VRDN (f)(i): 5,245 Series A05, 1.74% due 1/01/2013 5,245 12,895 Series A57, 1.74% due 1/01/2011 12,895 Washington State Housing Finance Commission, M/F Housing Revenue Bonds, VRDN, AMT (i): 6,400 (Arbors on the Park Project), 1.79% due 10/01/2024 6,400 9,505 (Courtside Apartments Project), 1.61% due 1/01/2026 9,505 Washington State Public Power Supply Systems, Electric Revenue Refunding Bonds, VRDN (f)(i): 17,505 (Project Number 2), Series 2A-1, 1.66% due 7/01/2012 17,505 11,440 (Project Number 2), Series 2A-2, 1.66% due 7/01/2012 11,440 13,955 (Project Number 3), Series 3-A, 1.70% due 7/01/2018 13,955 West Virginia-- 10,695 ABN Amro Munitops Certificates Trust, West Virginia State, GO, VRDN, 0.2% Series 2000-12, 1.75% due 6/04/2008 (f)(i) 10,695 11,220 Hancock County, West Virginia, County Commission, IDR, Refunding (The Boc Group Inc. Project), VRDN, 1.50% due 8/01/2005 (i) 11,220 CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Schedule of Investments (concluded) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Wisconsin--1.4% $ 16,000 Carlton, Wisconsin, PCR, Refunding (Wisconsin Power and Light Company Project), VRDN, Series B, 1.95% due 9/01/2005 (i) $ 16,000 14,850 Eagle Tax-Exempt Trust, Wisconsin Ball Park, VRDN, Series 98, Class 4901, 1.75% due 12/15/2026 (i) 14,850 5,000 Eagle Tax-Exempt Trust, Wisconsin State, GO, Refunding, VRDN, Series 2004-1009, Class A, 1.75% due 5/01/2008 (b)(i) 5,000 3,170 Hartland, Wisconsin, IDR (Commercial Communications Inc. Project), VRDN, AMT, 1.70% due 8/01/2009 (i) 3,170 19,000 Pleasant Prairie, Wisconsin, Pollution Revenue Refunding Bonds (Wisconsin Electric Power Company), VRDN, Series C, 1.65% due 9/01/2030 (i) 19,000 6,000 Wisconsin Rural Water Construction Loan Program, Commission Revenue Bonds, BAN, 2% due 10/15/2004 6,002 Wisconsin State, GO, CP: 26,500 1.17% due 10/07/2004 26,500 31,070 1.41% due 10/14/2004 31,070 14,020 Wisconsin State Transportation Revenue Bonds, ROCS, Series II-R-1021, 1.57% due 7/01/2021 (b)(i) 14,020 Wyoming--2.6% 12,960 Lincoln County, Wyoming, PCR, Refunding (Pacificorp Projects), VRDN, 1.69% due 11/01/2024 (a)(i) 12,960 16,960 Sweetwater County, Wyoming, PCR, Refunding (Pacificorp Project), VRDN, 1.69% due 11/01/2024 (a)(i) 16,960 220,000 Wyoming State Education Fund, TRAN, 3% due 6/24/2005 222,289 Puerto Rico-- 12,800 Puerto Rico Electric Power Authority, Power Revenue Bonds, MSTR, VRDN, 0.3% Series SGA-43, 1.70% due 7/01/2022 (f)(i) 12,800 16,141 Puerto Rico Government Development Bank, CP, 1.19% due 11/08/2004 16,141 Total Investments (Cost--$9,679,080*)--99.7% 9,679,080 Other Assets Less Liabilities--0.3% 32,776 ----------- Net Assets--100.0% $ 9,711,856 =========== * The cost and unrealized appreciation/depreciation of investments as of September 30, 2004, as computed for federal income tax purposes, were as follows: (in Thousands) Aggregate cost $ 9,679,146 ============== Gross unrealized appreciation -- Gross unrealized depreciation $ (66) -------------- Net unrealized depreciation $ (66) ============== (a) AMBAC Insured. (b) FGIC Insured. (c) FHLMC Collateralized. (d) FNMA Collateralized. (e) FSA Insured. (f) MBIA Insured. (g) Radian Insured. (h) XL Capital Insured. (i) 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, 2004. (j) CIFG Insured. (k) Prerefunded. See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Statement of Assets and Liabilities Master Tax-Exempt Trust As of September 30, 2004 Assets Investments in unaffiliated securities, at value (identified cost--$9,679,079,734) $ 9,679,079,734 Cash 64,601 Receivables: Securities sold $ 205,038,012 Interest 31,445,272 Contributions 11,250,685 247,733,969 --------------- Prepaid expenses 60,580 --------------- Total assets 9,926,938,884 --------------- Liabilities Payables: Securities purchased 214,696,000 Investment adviser 214,409 Other affiliates 52,769 214,963,178 --------------- Accrued expenses 119,712 --------------- Total liabilities 215,082,890 --------------- Net Assets Net assets $ 9,711,855,994 =============== Net Assets Consist of Investors' capital $ 9,711,855,994 --------------- Net Assets $ 9,711,855,994 =============== See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Statement of Operations Master Tax-Exempt Trust For the Six Months Ended September 30, 2004 Investment Income Interest and amortization of premium and discount earned $ 59,635,971 Expenses Investment advisory fees $ 6,745,784 Accounting services 649,343 Custodian fees 123,139 Professional fees 50,769 Pricing fees 30,796 Trustees' fees and expenses 28,652 Printing and shareholder reports 21,328 Other 44,691 --------------- Total expenses 7,694,502 --------------- Investment income--net 51,941,469 --------------- Realized Loss--Net Realized loss on investments--net (75,875) --------------- Net Increase in Net Assets Resulting from Operations $ 51,865,594 =============== See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 Statements of Changes in Net Assets Master Tax-Exempt Trust For the Six For the Months Ended Year Ended September 30, March 31, Increase (Decrease) in Net Assets: 2004 2004 Operations Investment income--net $ 51,941,469 $ 98,514,257 Realized loss--net (75,875) (272,665) --------------- --------------- Net increase in net assets resulting from operations 51,865,594 98,241,592 --------------- --------------- Capital Transactions Proceeds from contributions 18,954,521,567 38,210,930,891 Fair value of withdrawals (19,547,161,293) (38,647,721,740) --------------- --------------- Net decrease in net assets derived from capital transactions (592,639,726) (436,790,849) --------------- --------------- Net Assets Total decrease in net assets (540,774,132) (338,549,257) Beginning of period 10,252,630,126 10,591,179,383 --------------- --------------- End of period $ 9,711,855,994 $10,252,630,126 =============== =============== See Notes to Financial Statements. Financial Highlights Master Tax-Exempt Trust For the Six For the For the Period Months Ended Year Ended February 13, 2003++ The following ratios have been derived from September 30, March 31, to March 31, information provided in the financial statements. 2004 2004 2003 Total Investment Return Total investment return .52%+++ .94% .68%* =============== =============== =============== Ratios to Average Net Assets Expenses .15%* .15% .21%* =============== =============== =============== Investment income and realized loss--net 1.03%* .94% 1.04%* =============== =============== =============== Supplemental Data Net assets, end of period (in thousands) $ 9,711,856 $ 10,252,630 $ 10,591,179 =============== =============== =============== * Annualized. ++ Commencement of operations. +++ Aggregate total investment return. See Notes to Financial Statements. CMA TAX-EXEMPT FUND, SEPTEMBER 30, 2004 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 U.S. generally accepted accounting principles, which may require the use of management accruals and estimates. Actual results may differ from these estimates. These unaudited financial statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the interim period. 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, 2004, the Trust reimbursed FAM $125,951 for certain accounting services. Certain officers and/or trustees of the Trust are officers and/or directors of FAM, PSI, and/or ML & Co. Electronic Delivery The Fund offers 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 Web site 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, 2004 Item 2 - Code of Ethics - Not Applicable to this semi-annual report Item 3 - Audit Committee Financial Expert - Not Applicable to this semi-annual report Item 4 - Principal Accountant Fees and Services - Not Applicable to this semi-annual report Item 5 - Audit Committee of Listed Registrants - Not Applicable Item 6 - Schedule of Investments - Not Applicable Item 7 - Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies - Not Applicable Item 8 - Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers - Not Applicable Item 9 - Submission of Matters to a Vote of Security Holders - Not Applicable Item 10 - Controls and Procedures 10(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. 10(b) - There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the last fiscal half-year of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11 - Exhibits attached hereto 11(a)(1) - Code of Ethics - Not Applicable to this semi-annual report 11(a)(2) - Certifications - Attached hereto 11(a)(3) - Not Applicable 11(b) - Certifications - 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 19, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: _/s/ Terry K. Glenn________ Terry K. Glenn, President of CMA Tax-Exempt Fund and Master Tax-Exempt Trust Date: November 19, 2004 By: _/s/ Donald C. Burke________ Donald C. Burke, Chief Financial Officer of CMA Tax-Exempt Fund and Master Tax-Exempt Trust Date: November 19, 2004