UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-03111 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: Robert C. Doll, Jr., Chief Executive Officer, 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: 03/31/05 Date of reporting period: 04/01/04 - 03/31/05 Item 1 - Report to Stockholders CMA Tax-Exempt Fund Annual Report March 31, 2005 (BULL LOGO) Merrill Lynch Investment Managers www.mlim.ml.com Mercury Advisors A Division of Merrill Lynch Investment Managers www.mercury.ml.com 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* Put Bonds--11.4% Fixed Rate Notes--17.2% Tax-Exempt Commercial Paper--7.0% Variable Rate Demand Obligations--64.4% * Based on total market value of the Trust as of March 31, 2005. 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. 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 at 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, MARCH 31, 2005 A Letter From the President Dear Shareholder Financial markets broadly posted positive returns over the most recent reporting period, with international equities providing some of the most impressive results. <CAPPTION> Total Returns as of March 31, 2005 6-month 12-month U.S. equities (Standard & Poor's 500 Index) + 6.88% + 6.69% Small-cap U.S. equities (Russell 2000 Index) + 8.00 + 5.41 International equities (MSCI Europe Australasia Far East Index) +15.13 +15.06 Fixed income (Lehman Brothers Aggregate Bond Index) + 0.47 + 1.15 Tax-exempt fixed income (Lehman Brothers Municipal Bond Index) + 1.21 + 2.67 High yield bonds (Credit Suisse First Boston High Yield Index) + 3.39 + 7.84 The U.S. economy continued to show resilience in the face of the Federal Reserve Board's (the Fed's) continued interest rate hikes and, more recently, higher oil prices. The Fed's measured tightening program brought the federal funds rate to 2.75% by period-end as the central bank continued its campaign to combat emergent inflation. In fact, business costs have been rising, which is beginning to put pressure on corporate profit margins. Consumer prices have been moving up as well, particularly in the areas of gasoline prices, healthcare costs, housing and education. U.S. equities ended 2004 in a strong rally, but stumbled into negative territory in the first quarter of 2005. On the positive side, corporations have been accelerating their hiring plans, capital spending remains reasonably robust and merger-and- acquisition activity has increased. Offsetting the positives are slowing corporate earnings growth, renewed energy price concerns and the potential for an economic slowdown later this year. International equities, especially in Asia, have benefited from higher economic growth rates. China, in particular, recorded growth of more than 9% in 2004. In the bond market, long-term interest rates finally began to inch higher while significant increases have been recorded on the short end. This resulted in a flattening of the yield curve throughout much of the current reporting period. At March 31, 2005, the two- year Treasury note yielded 3.80% and the 10-year note yielded 4.50%, a difference of 70 basis points (.70%). This compared to a spread of 151 basis points six months earlier and 226 basis points 12 months ago. Looking ahead, the environment is likely to be a challenging one for investors, with diversification and selectivity becoming increasingly important themes. With this in mind, we encourage you to meet with your financial advisor to review your goals and asset allocation and to rebalance your portfolio, as necessary, to ensure it remains aligned with your objectives and risk tolerance. As always, 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, (Robert C. Doll, Jr.) Robert C. Doll, Jr. President and Trustee CMA TAX-EXEMPT FUND, MARCH 31, 2005 A Discussion With Your Fund's Portfolio Manager In anticipation of rising interest rates, we shifted our focus from fixed rate securities to variable rate demand notes, securities that quickly reflect changes in market rates. How did the Fund perform during the fiscal year in light of the existing market conditions? For the 12-month period ended March 31, 2005, CMA Tax-Exempt Fund paid shareholders a net annualized yield of .92%. For the six-month period ended March 31, 2005, the Fund paid shareholders a net annualized yield of 1.22%. As of March 31, 2005, the Fund's seven-day yield was 1.53%. The Fund performed above the average of its iMoneyNet peers over the past 12 months. Early in the period, we continued to focus on overweighting fixed rate notes. This strategy enhanced the Fund's performance in a market environment characterized by a positively sloping yield curve. In mid-2004, however, it was becoming apparent that the Federal Reserve Board (the Fed) would embark on an ambitious tightening of the nation's monetary policy through a series of interest rate increases. Between June 2004 and March 2005, the Fed raised short-term interest rates 25 basis points (.25%) at seven consecutive meetings, bringing the federal funds rate from 1% to 2.75%. Higher interest rates led us to adopt a more defensive investment strategy. With short-term interest rates rising, the yield curve (a graphical representation of bond yields) has flattened, causing shorter-term variable rate demand notes (VRDNs) to outperform longer fixed rate notes during the last five months of the period. We reacted to this market shift by letting the Fund's average portfolio maturity drift lower. Specifically, we reduced the portfolio's exposure to fixed rate notes while reinvesting those proceeds in VRDNs and tax-exempt commercial paper. VRDNs react quickly to changes in short-term interest rates because the notes' rates are reset either daily or weekly. We also limited our investments in tax- exempt commercial paper to a maturity range of 30 days - 60 days to try to keep pace with the rising rate cycle. Our more conservative investment approach in a rising interest rate environment contributed to the Fund's solid performance during the second half of the reporting period, while maintaining a longer-than- neutral portfolio maturity added favorably to results during the first half of the Fund's fiscal year. What changes were made to the portfolio during the period? The most significant change during the fiscal year was our shift toward a more conservative investment strategy in the last six months. In prior periods, we were overweighting fixed rate notes to take advantage of stable or falling interest rates and a positively sloped yield curve. We also maintained a weighted average portfolio maturity that was slightly longer than neutral relative to our peer group and norms for the Fund. Since we expected that short-term interest rates would rise in line with the Fed's anticipated monetary tightening, we began to restructure the portfolio in the middle of 2004. We let the Fund's average portfolio maturity drift lower - from 55 days - 60 days in the second quarter of 2004 to a slightly below neutral 30 days - 35 days at period-end. We underweighted fixed rate notes because the flattening yield curve reduced the reward for taking on extra interest rate risk. In addition, on a historical basis, these tax-exempt fixed notes were expensive relative to their taxable alternatives. We replaced the fixed rate securities with VRDNs - both daily and weekly - because these types of securities quickly reflect the rate changes occurring in the market. Fixed rate notes, once making up more than 22% of the portfolio, represented approximately 17% of the portfolio at period-end, with most maturing in less than 90 days. CMA TAX-EXEMPT FUND, MARCH 31, 2005 How would you characterize the portfolio's position at the close of the period? Generally, the short-term tax-exempt market is driven by technical factors - such as supply and demand - during the second quarter of the year, and this can lead to volatile yields for short-term tax- exempt securities. In addition to the possibility of additional interest rate increases from the Fed, we're entering a period that tends to bring redemptions out of money market funds, as taxpayers withdraw funds to pay their income tax bills. In the spring and early summer, we traditionally see heavy new issuance of fixed rate notes, as this represents fiscal year-end for most municipalities, prompting borrowing to balance budget deficits. The combination of these factors is expected to lead to higher interest rates in April and May, which may create an opportunity for us to purchase securities at higher yields and lock in a higher rate of accrual for the Fund. Also, the large percentage of fixed rate notes maturing out of the portfolio in June should provide us with an opportunity to reinvest assets at higher prevailing interest rates. In summary, we believe the Trust is well positioned to take advantage of higher interest rates in the near future. We will continue to closely monitor the credit quality of the portfolio's investments while attempting to offer our shareholders an attractive yield. Peter J. Hayes Vice President and Portfolio Manager April 14, 2005 CMA TAX-EXEMPT FUND, MARCH 31, 2005 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 October 1, 2004 and held through March 31, 2005) 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 Beginning Ending During the Period* Account Value Account Value October 1, 2004 to October 1, March 31, March 31, 2004 2005 2005 Actual CMA Tax-Exempt Fund Class A $1,000 $1,006.10 $2.80 Hypothetical (5% annual return before expenses)** CMA Tax-Exempt Fund $1,000 $1,022.14 $2.82 * Expenses are equal to the Fund's annualized expense ratio of .56%, multiplied by the average account value over the period, multiplied by 182/365 (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. Important Tax Information All of the net investment income distributions paid by CMA Tax-Exempt Fund during the taxable year ended March 31, 2005 qualify as tax-exempt interest dividends for federal income tax purposes. CMA TAX-EXEMPT FUND, MARCH 31, 2005 Statement of Assets and Liabilities CMA Tax-Exempt Fund As of March 31, 2005 Assets Investment in Master Tax-Exempt Trust (the "Trust"), at value (identified cost--$9,032,839,337) $ 9,032,839,337 Prepaid expenses 312,120 ---------------- Total assets 9,033,151,457 ---------------- Liabilities Payables: Distributor $ 1,717,388 Administrator 1,697,240 Other affiliates 401,330 3,815,958 ---------------- Accrued expenses and other liabilities 61,310 ---------------- Total liabilities 3,877,268 ---------------- Net Assets Net assets $ 9,029,274,189 ================ Net Assets Consist of Shares of beneficial interest, $.10 par value, unlimited number of shares authorized $ 903,158,245 Paid-in capital in excess of par 8,127,459,127 Accumulated realized capital losses allocated from the Trust--net (1,343,183) ---------------- Net Assets--Equivalent to $1.00 per share based on 9,031,582,446 shares of beneficial interest outstanding. $ 9,029,274,189 ================ See Notes to Financial Statements. Statement of Operations CMA Tax-Exempt Fund For the Year Ended March 31, 2005 Investment Income Interest $ 13,209 Net investment income allocated from the Trust: Interest and amortization of premium and discount earned 135,941,234 Expenses (14,102,143) ---------------- Total income 121,852,300 ---------------- Expenses Administration fees $ 23,045,374 Distribution fees 11,504,068 Transfer agent fees 1,296,614 Registration fees 929,830 Printing and shareholder reports 141,526 Professional fees 87,456 Other 46,913 ---------------- Total expenses 37,051,781 ---------------- Investment income--net 84,800,519 ---------------- Realized Loss Allocated from the Trust--Net Realized loss--net (873,498) ---------------- Net Increase in Net Assets Resulting from Operations $ 83,927,021 ================ See Notes to Financial Statements. CMA TAX-EXEMPT FUND, MARCH 31, 2005 Statements of Changes in Net Assets CMA Tax-Exempt Fund For the Year Ended March 31, Increase (Decrease) in Net Assets: 2005 2004 Operations Investment income--net $ 84,800,519 $ 54,689,821 Realized loss--net (873,498) (255,938) ---------------- ---------------- Net increase in net assets resulting from operations 83,927,021 54,433,883 ---------------- ---------------- Dividends to Shareholders Dividends to shareholders from investment income--net (84,800,519) (54,690,122) ---------------- ---------------- Beneficial Interest Transactions Net proceeds from sale of shares 35,503,093,560 34,265,235,678 Value of shares issued to shareholders in reinvestment of dividends 84,796,054 54,687,363 ---------------- ---------------- Total shares issued 35,587,889,614 34,319,923,041 ---------------- ---------------- Cost of shares redeemed (36,079,796,531) (34,644,148,609) Shares redeemed in connection with the bulk transfer of WCMA shareholder assets -- (741,257,384) ---------------- ---------------- Total shares redeemed (36,079,796,531) (35,385,405,993) ---------------- ---------------- Net decrease in net assets derived from beneficial interest transactions (491,906,917) (1,065,482,952) ---------------- ---------------- Net Assets Net decrease in net assets (492,780,415) (1,065,739,191) Beginning of year 9,522,054,604 10,587,793,795 ---------------- ---------------- End of year* $ 9,029,274,189 $ 9,522,054,604 ================ ================ * Undistributed investment income $ -- $ 53,944 ================ ================ See Notes to Financial Statements. CMA TAX-EXEMPT FUND, MARCH 31, 2005 Financial Highlights CMA Tax-Exempt Fund The following per share data and ratios have been derived For the Year Ended March 31, from information provided in the financial statements. 2005 2004 2003++++++ 2002 2001 Per Share Operating Performance Net asset value, beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ----------- ----------- ----------- ----------- ----------- Investment income--net .01 .01 .01 .02 .03 Realized gain (loss)--net --++++ --++++ --++++ --++ --++ ----------- ----------- ----------- ----------- ----------- Total from investment operations .01 .01 .01 .02 .03 ----------- ----------- ----------- ----------- ----------- Less dividends from investment income--net (.01) (.01) (.01) (.02) (.03) ----------- ----------- ----------- ----------- ----------- Net asset value, end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 =========== =========== =========== =========== =========== Total Investment Return .93% .54% .93% 1.76% 3.51% =========== =========== =========== =========== =========== Ratios to Average Net Assets Expenses .55%+++ .55%+++ .55%+++ .55% .54% =========== =========== =========== =========== =========== Investment income and realized gain (loss)--net .91% .55% .93% 1.78% 3.46% =========== =========== =========== =========== =========== Supplemental Data Net assets, end of year (in thousands) $ 9,029,274 $ 9,522,055 $10,587,794 $10,545,626 $10,379,038 =========== =========== =========== =========== =========== ++ 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, MARCH 31, 2005 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 and strategies 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. The percentage of the Trust owned by the Fund at March 31, 2005 was 92.6%. 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 income and 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. (g) Reclassification--U.S. generally accepted accounting principles require that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. Accordingly, during the current year, $53,944 has been reclassified between undistributed net investment income and paid-in capital in excess of par as a result of permanent differences attributable to nondeductible expenses. This reclassification has no effect on net assets or net asset values per share. 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"), an affiliate of FAM, 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. Financial Data Services, Inc. ("FDS"), a wholly-owned subsidiary of ML & Co., is the Fund's transfer agent. Interest is earned by the Fund from FDS based on the difference, if any, between estimated and actual daily beneficial share activity, which results in uninvested net proceeds from sales of Fund shares. Certain officers and/or trustees of the Fund are officers and/or directors of FAM, PSI, FDS, and/or ML & Co. CMA TAX-EXEMPT FUND, MARCH 31, 2005 Notes to Financial Statements (concluded) CMA Tax-Exempt Fund 3. Transactions in Shares of Beneficial Interest: The number of shares sold, reinvested and redeemed during the periods corresponds to the amounts included in the Statements of Changes in Net Assets for net proceeds from sale of shares, value of shares reinvested and cost of shares redeemed, and shares redeemed in connection with the bulk transfer of WCMA shareholder assets, respectively, since shares are recorded at $1.00 per share. 4. Distributions to Shareholders: The tax character of distributions paid during the fiscal years ended March 31, 2005 and March 31, 2004 was as follows: 3/31/2005 3/31/2004 Distributions paid from: Tax-exempt income $ 84,800,519 $ 54,690,122 -------------- -------------- Total distributions $ 84,800,519 $ 54,690,122 ============== ============== As of March 31, 2005, there were no significant differences between book and tax components of net assets. 5. Capital Loss Carryforward: On March 31, 2005, the Fund had a net capital loss carryforward of $668,930, of which $72,081 expires in 2008, $144,287 expires in 2011, $220,231 expires in 2012 and $232,331 expires in 2013. This amount will be available to offset like amounts of any future taxable gains. Report of Independent Registered Public Accounting Firm CMA Tax-Exempt Fund To the Shareholders and Board of Trustees of CMA Tax-Exempt Fund: We have audited the accompanying statement of assets and liabilities of CMA Tax-Exempt Fund as of March 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of CMA Tax-Exempt Fund as of March 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles. Deloitte & Touche LLP Princeton, New Jersey May 20, 2005 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Alabama--3.0% $ 96,755 Alabama Special Care Facilities Financing Authority, Mobile Revenue Refunding Bonds (Ascension Health Credit), VRDN, Series B, 2.28% due 11/15/2039 (j) $ 96,755 52,900 Birmingham, Alabama, Special Care Facilities, Financing Authority, Revenue Refunding Bonds (Ascension Health Credit), VRDN, Series B, 2.22% due 11/15/2039 (j) 52,900 20,000 Columbia, Alabama, IDB, Revenue Bonds (Alabama Power Company Project), VRDN, AMT, 2.26% due 11/01/2021 (j) 20,000 27,765 Daphne, Alabama, Special Care Facilities Financing Authority Revenue Bonds, FLOATS, VRDN, Series 593, 2.20% due 8/15/2008 (j)(k) 27,765 12,450 Daphne, Alabama, Special Care Facilities Financing Authority, Revenue Refunding Bonds (Presbyterian), VRDN, Series B, 2.16% due 8/15/2023 (a)(j) 12,450 1,000 Decatur, Alabama, IDB, Environmental Facilities Revenue Bonds (BP Amoco Chemical Company Project), VRDN, AMT, 2.28% due 11/01/2035 (j) 1,000 4,255 Eagle Tax-Exempt Trust, Birmingham, Alabama, Water and Sewer, VRDN, Series 2002-6009, Class A, 2.32% due 1/01/2043 (f)(j) 4,255 Eagle Tax-Exempt Trust, Jefferson County, Alabama, Sewer Revenue Refunding Bonds, VRDN, Series 2002 (b)(j): 7,835 Class 6015, 2.16% due 2/01/2032 7,835 3,000 Class 6016, 2.16% due 2/01/2038 3,000 32,700 Jefferson County, Alabama, Limited Obligation School Warrants, VRDN, Series B, 2.15% due 1/01/2027 (a)(j) 32,700 5,000 Jefferson County, Alabama, Sewer Revenue Refunding Bonds, VRDN, Series C-6, 2.13% due 2/01/2040 (i)(j) 5,000 18,000 Stevenson, Alabama, IDB, Environmental Improvement Revenue Bonds (Mead Corporation Project), VRDN, AMT, Series B, 2.34% due 4/01/2033 (j) 18,000 6,300 Stevenson, Alabama, IDB, Environmental Improvement Revenue Refunding Bonds (Mead Corporation Project), VRDN, AMT, Series C, 2.34% due 11/01/2033 (j) 6,300 Alaska--0.7% 19,400 Alaska Industrial Development and Export Authority Revenue Bonds, ROCS, VRDN, Series II-R-320, 2.16% due 4/01/2034 (e)(j) 19,400 6,265 Anchorage, Alaska, GO, PUTTERS, VRDN, Series 552, 2.16% due 6/01/2012 (f)(j) 6,265 Valdez, Alaska, Marine Terminal Revenue Refunding Bonds, VRDN (j): 16,155 (BP Pipelines Inc. Project), Series B, 2.23% due 7/01/2037 16,155 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--2.5% 33,000 Apache County, Arizona, IDA, IDR (Tucson Electric Power Co.), VRDN, Series 83-A, 2.35% due 12/15/2018 (j) 33,000 3,000 Arizona School Facilities Board, COP, Refunding, ROCS, VRDN, Series II-R-7001, 2.16% due 9/01/2017 (b)(j) 3,000 10,000 Maricopa County, Arizona, IDA, Health Facilities Revenue Bonds, PUTTERS, VRDN, Series 420, 2.18% due 1/01/2010 (j) 10,000 Maricopa County, Arizona, IDA, S/F Mortgage Revenue Bonds: 28,556 FLOATS, VRDN, AMT, Series 707, 2.22% due 12/01/2036 (j) 28,556 17,983 Series A, 2.911% due 9/01/2005 17,983 68,595 Series B, 2.757% due 9/01/2005 68,595 71,611 Phoenix, Arizona, IDA, S/F Mortgage Revenue Bonds, AMT, Series A, 2.882% due 7/01/2005 71,611 9,000 Pima County, Arizona, IDA, S/F Mortgage Revenue Bonds, VRDN, 2.82% due 2/04/2012 (j) 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, MARCH 31, 2005 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, 2.17% due 3/01/2021 (j) $ 7,000 7,800 Arkansas State Development Finance Authority, M/F Housing Revenue Bonds (Chapelridge Benton Project), VRDN, AMT, Series C, 2.20% due 6/01/2032 (j) 7,800 Arkansas State Development Finance Authority, S/F Mortgage Revenue Bonds: 59,835 2.757% due 9/01/2005 59,835 57,500 FLOATS, AMT, Series 708, 2.38% due 2/01/2008 (j) 57,500 40,000 North Little Rock, Arkansas, Health Facilities Board, Health Care Revenue Bonds (Baptist Health), VRDN, Series B, 2.15% due 12/01/2021 (f)(j) 40,000 21,940 Pulaski County, Arkansas, Lease Purpose Revenue Bonds, VRDN, Series A, 2.38% due 3/01/2007 (c)(j) 21,940 7,530 Pulaski County, Arkansas, Public Facilities Board, M/F Housing Revenue Refunding Bonds (Waterford Apartments), VRDN, AMT, 2.20% due 7/01/2032 (j) 7,530 California--4.5% 5,409 California Health Facilities Financing Authority Revenue Bonds, FLOATS, VRDN, Series 591, 2.17% due 3/01/2014 (f)(j) 5,409 20,900 California Pollution Control Financing Authority, PCR, Refunding (Pacific Gas and Electric), VRDN, AMT, Series B, 2.24% due 11/01/2026 (j) 20,900 California State Department of Water Resources, Power Supply Revenue Bonds, VRDN (j): 13,100 Series C-3, 2.10% due 5/01/2022 (a) 13,100 12,270 Series C-8, 2.12% due 5/01/2022 12,270 17,500 California State Economic Recovery, GO, FLOATS, VRDN, Series L27, 2.31% due 7/01/2017 (j) 17,500 9,805 California State, GO, MERLOTS, VRDN, Series B-45, 2.32% due 10/01/2029 (j) 9,805 California State, RAN: 150,000 Series A, 3% due 6/30/2005 150,467 50,000 Series B, 4.50% due 6/30/2005 50,326 30,000 California Statewide Communities Development Authority, TRAN, Series A-1, 3% due 6/30/2005 (e) 30,104 26,620 Long Beach, California, Health Facilities Revenue Refunding Bonds (Memorial Health Services), VRDN, 2.25% due 10/01/2016 (j) 26,620 30,000 Los Angeles, California, Community Redevelopment Agency, M/F Housing Revenue Bonds (Wilshire Station Apartments Project), VRDN, AMT, Series A, 2.33% due 10/15/2038 (j) 30,000 37,300 Los Angeles, California, S/F Home Mortgage Revenue Bonds, VRDN, 2.716% due 10/01/2005 (j) 37,300 25,000 Sacramento County, California, TRAN, Series A, 3% due 7/11/2005 25,093 6,950 South Placer, California, Wastewater Authority, Wastewater Revenue Bonds, VRDN, Series B, 2.11% due 11/01/2035 (b)(j) 6,950 Colorado--2.2% 7,805 Adams County, Colorado, School District Number 012, GO, ROCS, VRDN, Series II-R-1045, 2.16% due 12/15/2022 (e)(j) 7,805 3,230 Colorado Department of Transportation Revenue Bonds, ROCS, VRDN, Series II-R-4046, 2.16% due 12/15/2016 (a)(j) 3,230 10,150 Colorado Department of Transportation, Revenue Refunding Bonds, PUTTERS, VRDN, Series 318, 2.16% due 6/15/2015 (f)(j) 10,150 12,000 Colorado Educational and Cultural Facilities Authority Revenue Bonds (National Jewish Federation Bond Program Project), VRDN, Series A-6, 2.20% due 2/01/2025 (j) 12,000 3,960 Colorado Health Facilities Authority, Revenue Refunding Bonds (Catholic Health Initiatives), VRDN, Series B-1, 2.25% due 3/01/2023 (j) 3,960 6,750 Colorado School Mines Development Corporation, Revenue Refunding Bonds, VRDN, 2.27% due 9/01/2026 (j) 6,750 16,000 Colorado State, Education Loan Program, FLOATS, VRDN, Series L48J, 2.31% due 8/09/2005 (j) 16,000 Denver, Colorado, City and County Airport Revenue Bonds, VRDN, AMT (j): 9,625 Series F, 2.32% due 11/15/2025 9,625 4,575 Series G, 2.32% due 11/15/2025 4,575 Denver, Colorado, City and County Airport Revenue Refunding Bonds, AMT, VRDN (j): 5,905 MERLOTS, Series A61, 2.40% due 11/15/2012 (b) 5,905 19,000 Series C, 2.32% due 11/15/2025 19,000 10,128 Denver, Colorado, City and County S/F Mortgage Revenue Refunding Bonds, VRDN, AMT, Series A, 2.81% due 10/25/2005 (j) 10,128 2,690 E-470 Public Highway Authority, Colorado, Revenue Refunding Bonds, FLOATS, VRDN, Series 997, 2.22% due 3/01/2036 (f)(j) 2,690 5,799 El Paso County, Colorado, S/F Mortgage Revenue Refunding Bonds, VRDN, Series A, 2.80% due 5/25/2005 (j) 5,799 6,500 Pitkin County, Colorado, IDR, Refunding (Aspen Skiing Company Project), VRDN, AMT, Series B, 2.23% due 4/01/2014 (j) 6,500 53,200 Platte River Power Authority, Colorado, Electric Revenue Refunding Bonds, VRDN, Sub-Lien, Series S-1, 2.30% due 6/01/2018 (j) 53,200 38,700 University of Colorado Hospital Authority Revenue Bonds, VRDN, Series A, 2.12% due 11/15/2033 (e)(j) 38,700 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Connecticut-- $ 13,400 Connecticut State Health and Educational Facilities Authority, Revenue 0.4% Refunding Bonds (Ascension Health Credit), VRDN, Series B, 2.27% due 11/15/2029 (j) $ 13,400 5,200 Connecticut State Special Tax Obligation Revenue Bonds, Transportation Infrastructure, VRDN, Second Lien, Series 1, 2.28% due 12/01/2010 (e)(j) 5,200 19,800 Eagle Tax-Exempt Trust, Connecticut, GO, VRDN, Series 96-0701, 2.14% due 11/15/2007 (j) 19,800 Delaware--0.6% Delaware State EDA Revenue Bonds (Hospital Billing and Collection), VRDN (a)(j): 39,125 Series B, 2.24% due 12/01/2015 39,125 16,200 Series C, 2.24% due 12/01/2015 16,200 District of 10,000 District of Columbia, CP, 1.98% due 5/04/2005 10,000 Columbia--1.2% District of Columbia, GO, Refunding, VRDN (j): 17,350 MSTR, Series SGA-62, 2.23% due 6/01/2017 (a) 17,350 13,440 Series C, 2.25% due 6/01/2026 (b) 13,440 60,110 District of Columbia, HFA, S/F Mortgage Revenue Bonds, VRDN, AMT, 2.86% due 12/23/2005 (j) 60,110 18,245 District of Columbia Hospital Revenue Bonds, FLOATS, VRDN, Series 712, 2.22% due 7/15/2019 (j) 18,245 Florida--3.5% 13,885 Broward County, Florida, Professional Sports Facilities, Tax Revenue Bonds, MSTR, VRDN, Series SGA-38, 2.28% due 9/01/2021 (f)(j) 13,885 22,715 Capital Trust Agency, Florida, M/F Housing Revenue Bonds, VRDN, Series 1999-B, 2.17% due 12/01/2032 (j) 22,715 40,300 Dade County, Florida, Water and Sewer System Revenue Bonds, VRDN, 2.28% due 10/05/2022 (b)(j) 40,300 6,500 Florida Housing Finance Corporation, Housing Revenue Bonds (Tuscany Lakes), VRDN, AMT, Series 1, 2.20% due 11/15/2035 (d)(j) 6,500 8,000 Florida State Board of Education, GO, MSTR, VRDN, Series SGA-139, 2.28% due 6/01/2032 (f)(j) 8,000 Florida State Board of Education, Lottery Revenue Bonds, VRDN (j): 6,220 FLOATS, Series 858, 2.32% due 1/01/2017 (f) 6,220 2,860 ROCS, Series II-R-4521, 2.15% due 7/01/2020 (b) 2,860 11,678 Florida State Department of Environmental Protection, Preservation Revenue Bonds, FLOATS, VRDN, Series 722, 2.16% due 7/01/2022 (b)(j) 11,678 6,000 Highlands County, Florida, Health Facilities Authority, Hospital Revenue Refunding Bonds (Adventist Health System), VRDN, Series C, 2.20% due 11/15/2021 (j) 6,000 3,980 Hillsborough County, Florida, Aviation Authority Revenue Refunding Bonds, MERLOTS, VRDN, AMT, Series A18, 2.40% due 10/01/2013 (f)(j) 3,980 2,875 Hillsborough County, Florida, Port District Revenue Refunding Bonds, FLOATS, VRDN, AMT, Series 1019, 2.20% due 6/01/2018 (f)(j) 2,875 Jacksonville Electric Authority, Florida, Water and Sewer System Revenue Refunding Bonds, VRDN (j): 2,695 PUTTERS, Series 408, 2.16% due 10/01/2011 (b) 2,695 16,965 Series B, 2.28% due 10/01/2036 (i) 16,965 5,000 Jacksonville, Florida, Health Facilities, CP, 1.93% due 7/27/2005 5,000 4,600 Jacksonville, Florida, Sales Tax Revenue Bonds, MERLOTS, VRDN, Series B26, 2.35% due 10/01/2027 (f)(j) 4,600 32,100 Martin County, Florida, PCR, Refunding (Florida Power & Light Company Project), VRDN, 2.32% due 7/15/2022 (j) 32,100 Orange County, Florida, Health Facilities Authority Revenue Bonds, FLOATS, VRDN (j): 32,995 Series 532, 2.33% due 11/15/2015 (a) 32,995 19,295 Series 830, 2.16% due 11/15/2022 (e) 19,295 Orlando-Orange County Expressway Authority, Florida, Expressway Revenue Bonds, VRDN (a)(j): 37,350 Sub-Series A-2, 2.11% due 7/01/2040 37,350 47,600 Sub-Series B-1, 2.28% due 7/01/2040 47,600 10,000 Palm Beach County, Florida, Health Facilities Authority, CP, 2.10% due 5/10/2005 10,000 2,090 Palm Beach County, Florida, School Board, COP, ROCS, VRDN, Series II-R-2105, 2.31% due 8/01/2015 (b)(j) 2,090 6,925 Reedy Creek, Florida, Improvement District, Florida Utilities Revenue Bonds, ROCS, VRDN, Series II-R-4027, 2.15% due 10/01/2023 (f)(j) 6,925 Georgia--3.9% 4,400 Albany-Dougherty County, Georgia, Hospital Authority, Revenue Refunding Bonds, FLOATS, VRDN, Series L3J, 2.31% due 9/01/2020 (a)(j) 4,400 16,300 Appling County, Georgia, Development Authority, PCR (Georgia Power Plant Hatch), VRDN, Second Series, 2.28% due 12/01/2018 (j) 16,300 Atlanta, Georgia, Airport Revenue Refunding Bonds, VRDN (f)(j): 26,710 Series B-2, 2.13% due 1/01/2030 26,710 21,710 Series C-3, 2.13% due 1/01/2030 21,710 4,000 Atlanta, Georgia, Urban Residential Finance Authority, M/F Housing Revenue Bonds (Lindbergh City Center Apartment Project), VRDN, AMT, 2.19% due 11/01/2044 (j) 4,000 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Georgia Atlanta, Georgia, Water and Wastewater Revenue Bonds, VRDN (j): (concluded) $ 3,000 MSTR, SGA-145, 2.30% due 11/01/2033 (f) $ 3,000 9,000 ROCS, Series II-R-324, 2.16% due 11/01/2043 (e) 9,000 44,960 Atlanta, Georgia, Water and Wastewater Revenue Refunding Bonds, VRDN, Series B, 2.13% due 11/01/2038 (e)(j) 44,960 8,000 Augusta, Georgia, Water and Sewer Revenue Refunding Bonds, MSTR, VRDN, Series SGS-140, 2.30% due 10/01/2032 (e)(j) 8,000 Clayton County, Georgia, Development Authority, Special Facilities Revenue Bonds (Delta Air Lines Project), VRDN (j): 10,545 AMT, Series B, 2.37% due 5/01/2035 10,545 6,500 AMT, Series C, 2.37% due 5/01/2035 6,500 10,135 Series A, 2.32% due 6/01/2029 10,135 7,000 Cobb County, Georgia, Development Authority Revenue Bonds (Whitefield Academy Inc. Project), VRDN, 2.28% due 7/01/2025 (j) 7,000 38,500 Cobb County, Georgia, GO, TAN, 3.50% due 12/30/2005 38,798 40,000 Cobb County, Georgia, School District, Short-Term Notes, 3% due 12/30/2005 40,268 Eagle Tax-Exempt Trust, Atlanta, Georgia, Water and Wastewater Revenue Bonds, VRDN (e)(j): 9,100 Series 2005-0009, Class A, 2.16% due 11/01/2043 9,100 4,475 Series A, 2.32% due 11/01/2028 4,475 10,585 Eagle Tax-Exempt Trust, Georgia, GO, VRDN, Series 01, Class 1001, 2.16% due 11/01/2017 (j) 10,585 6,815 Georgia Municipal Electric Authority, Power Revenue Bonds (MACON Trust), VRDN, Series E, 2.20% due 1/01/2017 (j) 6,815 2,595 Gwinnett County, Georgia, Development Authority, COP, ROCS, VRDN, Series II-R-6009, 2.32% due 1/01/2021 (f)(j) 2,595 68,500 Gwinnett County, Georgia, School District, GO, Construction Sales Tax Notes, 3.25% due 12/30/2005 69,055 12,500 Metropolitan Atlanta Rapid Transit Authority, Georgia, CP, 1.85% due 5/03/2005 12,500 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 Hawaii--0.4% 7,930 Eagle Tax-Exempt Trust, Hawaii, VRDN, Series 2001, Class 1101, 2.16% due 7/01/2011 (e)(j) 7,930 7,500 Hawaii Pacific Health, Special Purpose Revenue Refunding Bonds (Wilcox Memorial Hospital), VRDN, Series B-2, 2.35% due 7/01/2033 (h)(j) 7,500 7,220 Hawaii State, GO, FLOATS, VRDN, Series 605, 2.16% due 8/01/2015 (b)(j) 7,220 2,000 Hawaii State, Revenue Bonds, ROCS, VRDN, Series II-R-6504, 2.32% due 10/01/2024 (f)(j) 2,000 15,995 Municipal Securities Trust Certificates Revenue Bonds, VRDN, AMT, Series 2002-186, Class A, 2.30% due 2/25/2021 (f)(j) 15,995 Idaho--0.0% 4,000 Idaho State, GO, TAN, 3% due 6/30/2005 4,014 Illinois--8.0% 14,285 ABN Amro Munitops Certificates Trust, Chicago, Illinois, GO, VRDN, Series 2001-31, 2.33% due 1/01/2009 (b)(j) 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, 2.22% due 4/03/2006 (j) 25,995 32,762 FLOATS, VRDN, Series 1021, 2.38% due 3/01/2006 (j) 32,762 11,734 Series A, 2.767% due 4/01/2005 11,734 4,000 Chicago, Illinois, Board of Education, GO, Refunding, PUTTERS, VRDN, Series 472, 2.35% due 6/01/2014 (b)(j) 4,000 4,400 Chicago, Illinois, GO, FLOATS, VRDN, Series 1026, 2.16% due 1/01/2035 (f)(j) 4,400 8,125 Chicago, Illinois, GO, Refunding, PUTTERS, VRDN, Series 737, 2.16% due 1/01/2013 (e)(j) 8,125 11,080 Chicago, Illinois, GO, VRDN, Series B, 2.25% due 1/01/2012 (j) 11,080 17,250 Chicago, Illinois, Metropolitan Water Reclamation District, Greater Chicago Area, GO, Refunding, VRDN, Series A, 2.29% due 12/01/2031 (j) 17,250 Chicago, Illinois, Midway Airport Revenue Bonds, Second Lien, VRDN, AMT (f)(j): 8,900 Series A, 2.23% due 1/01/2029 8,900 5,000 Series B, 2.23% due 1/01/2029 5,000 5,800 Chicago, Illinois, Motor Fuel Tax Revenue Refunding Bonds, ROCS, VRDN, Series II-R-2021, 2.16% due 1/01/2020 (a)(j) 5,800 Chicago, Illinois, O'Hare International Airport Revenue Bonds, ROCS, VRDN, AMT (j): 2,700 Series II-R-239, 2.20% due 1/01/2022 (e) 2,700 5,995 Series II-R-250, 2.20% due 1/01/2034 (g) 5,995 14,300 Chicago, Illinois, O'Hare International Airport, Special Facilities Revenue Bonds (Compagnie Nationale--Air France), VRDN, AMT, 2.35% due 5/01/2018 (j) 14,300 14,000 Chicago, Illinois, Park District, Corporate Purpose, TAW, Series A, 3% due 5/02/2005 14,018 6,765 Chicago, Illinois, Park District, GO, Refunding, ROCS, VRDN, Series II-R-4002, 2.16% due 1/01/2023 (b)(j) 6,765 3,800 Chicago, Illinois, Revenue Bonds (Homestart Program), VRDN, Series A, 2.21% due 6/01/2005 (j) 3,800 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Illinois $ 48,400 Chicago, Illinois, Second Lien Water Revenue Refunding Bonds, VRDN, 2.12% (continued) due 11/01/2031 (f)(j) $ 48,400 3,385 Cook County, Illinois, GO, Refunding, ROCS, VRDN, Series II-R-2063, 2.16% due 11/15/2021 (f)(j) 3,385 11,000 Eagle Tax-Exempt Trust, Chicago Board of Education, VRDN, Series 01, Class 1309, 2.16% due 12/01/2026 (j) 11,000 9,900 Eagle Tax-Exempt Trust, Chicago, Illinois, GO, VRDN, Series 98, Class 1301, 2.16% due 1/01/2017 (j) 9,900 30,000 Eagle Tax-Exempt Trust, Cook County, Illinois, VRDN, Series 02, Class 1303, 2.32% due 11/15/2025 (a)(j) 30,000 14,355 Eagle Tax-Exempt Trust, Illinois Metropolitan Expo Center, VRDN, Series 98, Class 1306, 2.32% due 6/15/2029 (j) 14,355 Eagle Tax-Exempt Trust, Illinois State, GO, VRDN (j): 11,000 Series 01, Class 1307, 2.16% due 11/01/2022 11,000 11,100 Series 02, Class 1302, 2.16% 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, 2.16% due 6/15/2042 (f)(j) 3,000 3,400 Eagle Tax-Exempt Trust, Metropolitan Pier and Exposition Authority, Illinois, Hospitality Facilities Revenue Bonds, Class 49, VRDN, Series A, 2.16% due 7/01/2026 (j) 3,400 5,000 Eagle Tax-Exempt Trust, Metropolitan Pier and Exposition Authority, Illinois, VRDN, Series 2002-6001, Class A, 2.32% due 12/15/2028 (f)(j) 5,000 2,000 Eagle Tax-Exempt Trust, Regional Transportation Authority, Illinois, Revenue Bonds, VRDN, Series 2005-0003, Class A, 2.16% due 6/01/2034 (e)(j) 2,000 5,000 Illinois Development Finance Authority, Water Facilities Revenue Refunding Bonds (Illinois American Water Company), VRDN, AMT, 2.15% due 3/01/2032 (f)(j) 5,000 Illinois Educational Facilities Authority Revenue Bonds, VRDN (j): 8,450 (Art Institute of Chicago), 2.30% due 3/01/2027 8,450 4,700 (Chicago Historical Society), 2.30% due 12/01/2025 4,700 28,800 Illinois Educational Facilities Authority, Revenue Refunding Bonds (The Art Institute of Chicago), VRDN, 2.30% due 3/01/2027 (j) 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 (j): 6,300 Series A, 2.23% due 5/01/2037 6,300 450 Series B, 2.33% due 5/01/2037 450 Illinois Health Facilities Authority Revenue Bonds, Revolving Fund, Pooled, VRDN (j): 10,000 Series B, 2.25% due 8/01/2020 10,000 7,000 Series F, 2.25% due 8/01/2015 7,000 9,550 Illinois Health Facilities Authority, Revenue Refunding Bonds (Resurrection Health Care), VRDN, Series A, 2.24% due 5/15/2029 (e)(j) 9,550 2,940 Illinois State Dedicated Tax (Macon Trust), VRDN, Series N, 2.22% due 12/15/2020 (a)(j) 2,940 8,600 Illinois State Finance Authority Revenue Bonds (Northwestern University), VRDN, Sub-Series A, 2.21% due 12/01/2034 (j) 8,600 12,500 Illinois State Finance Authority, Revenue Refunding Bonds (Central DuPage Health System), VRDN, Series B, 2.29% due 11/01/2038 (j) 12,500 6,500 Illinois State, GO, FLOATS, VRDN, Series 1024, 2.16% due 3/01/2034 (j) 6,500 8,985 Illinois State, GO, MERLOTS, VRDN, Series B04, 2.35% due 12/01/2024 (e)(j) 8,985 Illinois State, GO, Refunding, VRDN (j): 16,555 FLOATS, Series 743D, 2.32% due 8/01/2015 (f)(i) 16,555 5,880 MERLOTS, Series A49, 2.35% due 8/01/2013 (e) 5,880 16,605 Illinois Student Assistance Commission, Student Loan Revenue Bonds, VRDN, AMT, Series A-I, 2.33% due 9/01/2034 (f)(j) 16,605 Metropolitan Pier and Exposition Authority, Illinois, Dedicated State Tax Revenue Bonds, VRDN (f)(j): 1,400 FLOATS, Series 962, 2.22% due 12/15/2034 1,400 4,600 ROCS, Series II-R-271, 2.41% due 12/15/2032 4,600 670 ROCS, Series II-R-310, 2.25% due 12/15/2033 670 4,180 TOCS, Series Z-1, 2.24% due 12/15/2026 4,180 29,950 Municipal Securities Trust Certificates, Chicago O'Hare Airport, Illinois, Revenue Bonds, VRDN, AMT, Series 2001-151, Class A, 2.25% due 6/30/2015 (a)(j) 29,950 Municipal Securities Trust Certificates, Cook County, Illinois, GO, Refunding, VRDN, Class A (b)(j): 29,085 Series 2001-145, 2.30% due 11/15/2029 29,085 33,895 Series 2002-191, 2.30% 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, 2.30% due 10/05/2017 (b)(j) 31,615 26,045 Municipal Securities Trust Certificates Revenue Refunding Bonds, Chicago O'Hare International Airport, Illinois, VRDN, AMT, Series 2000-93, Class A, 2.25% due 10/04/2012 (a)(j) 26,045 21,350 Regional Transportation Authority, Illinois, FLOATS, VRDN, Series SG-82, 2.16% due 6/01/2025 (j) 21,350 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Illinois Regional Transportation Authority, Illinois, GO, MERLOTS, VRDN (j): (concluded) $ 19,865 Series A24, 2.35% due 7/01/2032 (f) $ 19,865 4,940 Series A41, 2.35% due 6/01/2017 (b) 4,940 5,175 Regional Transportation Authority, Illinois, Revenue Bonds, MERLOTS, VRDN, Series B15, 2.35% due 6/01/2027 (f)(j) 5,175 33,018 Regional Transportation Authority, Illinois, Revenue Refunding Bonds, FLOATS, VRDN, Series 818-D, 2.16% due 7/01/2033 (b)(j) 33,018 8,300 Will County, Illinois, Exempt Facilities Revenue Bonds (Amoco Chemical Company Project), VRDN, AMT, 2.28% due 3/01/2028 (j) 8,300 Indiana--5.3% 10,000 ABN Amro Munitops Certificates Trust, South Bend, Indiana, Community School District, VRDN, Series 1998-5, 2.33% due 4/05/2006 (e)(j) 10,000 5,400 Carmel, Indiana, School Building Corporation Revenue Bonds, ROCS, VRDN, Series II-R-2065, 2.16% due 7/15/2020 (f)(j) 5,400 13,000 Goshen, Indiana, EDR, Refunding (Goshen College Project), VRDN, 2.30% due 10/01/2037 (j) 13,000 6,500 Hammond, Indiana, Sewer and Solid Waste Disposal, Revenue Refunding Bonds (Cargill Inc. Project), VRDN, AMT, 2.39% due 12/01/2024 (j) 6,500 50,000 Indiana Bond Bank, Advance Funding Program Notes, Series A, 3.25% due 1/26/2006 50,383 5,875 Indiana Bond Bank Revenue Bonds, FLOATS, VRDN, Series 670, 2.16% due 10/01/2022 (f)(j) 5,875 Indiana Health Facilities Financing Authority, Hospital Revenue Bonds, VRDN (j): 79,100 (Clarian Health Obligation Group), Series C, 2.30% due 3/01/2030 79,100 37,100 (Clarian Health Partners), Series H, 2.30% due 3/01/2033 37,100 15,000 (Community Hospitals Project), Series A, 2.10% due 7/01/2027 15,000 Indiana Health Facilities Financing Authority, Hospital Revenue Refunding Bonds (Clarian Health Partners), VRDN (j): 51,800 Series B, 2.30% due 2/15/2026 51,800 50,800 Series C, 2.30% due 2/15/2026 50,800 350 Indiana Health Facilities Financing Authority Revenue Bonds (Capital Access Designated Pool), VRDN, 2.30% due 1/01/2012 (j) 350 20,000 Indiana Health Facilities Financing Authority, Revenue Refunding Bonds (Ascension Health Credit), VRDN, Series GP-A-2, 1.73% due 7/05/2005 (j) 20,000 40,250 Indiana State Development Finance Authority, Environmental Revenue Bonds (PSI Energy Inc. Projects), VRDN, AMT, Series A, 2.43% due 12/01/2038 (j) 40,250 18,500 Indiana State, HFA, S/F Mortgage Revenue Bonds, VRDN, AMT, Series D-2, 2.30% due 12/15/2005 (j) 18,500 5,325 Indiana State Office Building Commission, Facilities Revenue Bonds, ROCS, VRDN, Series II-R-4534, 2.16% due 7/01/2020 (j) 5,325 2,000 Indiana Transportation Finance Authority, Highway Revenue Refunding Bonds, FLOATS, VRDN, Series 942D, 2.16% due 12/01/2022 (b)(j) 2,000 2,600 Indianapolis, Indiana, Local Public Improvement Bond Bank Revenue Bonds, PUTTERS, VRDN, Series 422, 2.35% due 8/15/2020 (a)(j) 2,600 34,995 Municipal Securities Trust Certificates, Indianapolis, Indiana, Local Tax-Exempt, GO, VRDN, Series 2002-192, Class A, 2.30% due 6/18/2014 (f)(j) 34,995 7,700 Whiting, Indiana, Environmental Facilities Revenue Bonds (BP Products North America Project), VRDN, AMT, 2.28% due 7/01/2035 (j) 7,700 Whiting, Indiana, Environmental Facilities Revenue Refunding Bonds, VRDN, AMT (j): 2,400 (Amoco Oil Company Project), 2.28% due 1/01/2026 2,400 1,000 (Amoco Oil Company Project), 2.28% due 7/01/2031 1,000 6,800 (BP Products of North America), 2.28% due 1/01/2038 6,800 26,535 (BP Products Project), Series C, 2.28% due 7/01/2034 26,535 25,600 Whiting, Indiana, Industrial Sewer and Solid Waste Disposal Revenue Refunding Bonds (Amoco Oil Company Project), VRDN, AMT, 2.28% due 1/01/2026 (j) 25,600 Iowa--0.4% 27,000 Iowa State, TRAN, 3% due 6/30/2005 27,078 10,000 Louisa County, Iowa, PCR, Refunding (Iowa--Illinois Gas and Electric), VRDN, Series A, 2.37% due 9/01/2016 (j) 10,000 Kansas--0.5% 3,990 Kansas State Department of Transportation, Highway Revenue Bonds, ROCS, VRDN, Series II-R-6020, 2.32% due 3/01/2019 (e)(j) 3,990 13,000 Kansas State Turnpike Authority, Turnpike Revenue Refunding Bonds, PUTTERS, VRDN, Series 361, 2.16% due 3/01/2011 (a)(j) 13,000 32,060 Olathe, Kansas, Temporary, GO, Series A, 2.50% due 6/01/2005 32,119 2,775 Reno and Labette Counties, Kansas, S/F Mortgage Revenue Bonds, FLOATS, VRDN, Series 915, 2.41% due 12/01/2015 (j) 2,775 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Kentucky--2.9% $ 2,500 Boyd County, Kentucky, Sewer and Solid Waste Revenue Bonds (Air Products and Chemicals Project), VRDN, AMT, 2.35% due 6/01/2021 (j) $ 2,500 7,800 Breckinridge County, Kentucky, Lease Program Revenue Bonds (Kentucky Association of Counties Leasing Trust), VRDN, Series A, 2.20% due 2/01/2032 (j) 7,800 20,930 Carroll County, Kentucky, Solid Waste, CP, 2.10% due 5/09/2005 20,930 Daviess County, Kentucky, Solid Waste Disposal Facility Revenue Bonds (Scott Paper Company Project), VRDN, AMT (j): 44,100 Series A, 2.35% due 12/01/2023 44,100 26,200 Series B, 2.35% due 12/01/2023 26,200 3,375 Eagle Tax-Exempt Trust, Kentucky State Property and Buildings Commission, Revenue Refunding Bonds, VRDN, Series 2004-0002, Class A, 2.32% due 10/01/2018 (e)(j) 3,375 Jefferson County, Kentucky, CP: 22,500 2.02% due 5/02/2005 22,500 26,000 2.05% due 5/02/2005 26,000 2,200 Kenton County, Kentucky, Airport Board, Special Facilities Revenue Refunding Bonds, VRDN, Series B, 2.32% due 10/01/2030 (j) 2,200 6,850 Kentucky State Property and Buildings Commission, Revenue Refunding Bonds, FLOATS, VRDN, Series 739, 2.16% due 2/01/2018 (f)(j) 6,850 36,475 Kentucky State Turnpike Authority, Resource Recovery Road Revenue Bonds, FLOATS, VRDN, Series 488, 2.16% due 7/01/2007 (e)(j) 36,475 4,395 Louisville and Jefferson Counties, Kentucky, Metropolitan Sewer District, Sewer and Drain System Revenue Bonds, ROCS, VRDN, Series II-R-304, 2.32% due 5/15/2037 (b)(j) 4,395 50,000 Louisville and Jefferson Counties, Kentucky, Metropolitan Sewer District, Sewer and Drain System Revenue Refunding Bonds, VRDN, Series B, 2.25% due 5/15/2023 (e)(j) 50,000 15,000 Shelby County, Kentucky, Lease Revenue Bonds, VRDN, Series A, 2.20% due 9/01/2034 (j) 15,000 10,000 Trimble County, Kentucky, CP, 2.02% due 5/02/2005 10,000 Louisiana--3.7% 17,700 Ascension Parish, Louisiana, Revenue Bonds (BASF Corporation Project), VRDN, AMT, 2.31% due 3/01/2025 (j) 17,700 11,313 East Baton Rouge, Louisiana, Mortgage Finance Authority, S/F Mortgage Revenue Bonds, VRDN, Series B, 2.87% due 12/01/2005 (j) 11,313 4,995 East Baton Rouge, Louisiana, Mortgage Finance Authority, S/F Revenue Bonds, FLOATS, VRDN, AMT, Series 996, 2.22% due 6/02/2008 (j) 4,995 16,878 Jefferson Parish, Louisiana, Home Mortgage Authority, S/F Mortgage Revenue Bonds, VRDN, AMT, Series B, 2.776% due 9/23/2005 (j) 16,878 Jefferson Parish, Louisiana, Hospital Service District Number 001, Hospital Revenue Bonds, VRDN (j): 10,000 PUTTERS, Series 522, 2.18% due 12/01/2008 10,000 25,000 (West Jefferson Medical Center), Series B, 2.14% due 1/01/2028 (e) 25,000 Louisiana HFA, S/F Mortgage Revenue Refunding Bonds, VRDN (j): 37,505 2.897% due 4/29/2005 37,505 24,143 2.907% due 5/31/2035 24,143 5,506 AMT, 2.907% due 5/31/2005 5,506 6,000 Louisiana Local Government, Environmental Facilities, Community Development Authority Revenue Bonds (Honeywell International Inc. Project), VRDN, AMT, 2.32% due 12/01/2037 (j) 6,000 Louisiana Public Facilities Authority Revenue Bonds, VRDN (j): 2,850 (Air Products and Chemicals Project), AMT, 2.35% due 12/01/2039 2,850 13,745 (Equipment and Capital Facilities Loan Program), Series C, 2.16% due 7/01/2024 13,745 2,845 Louisiana State GO, FLOATS, VRDN, Series 667, 2.16% due 4/01/2019 (b)(j) 2,845 4,210 Louisiana State GO, Refunding, ROCS, VRDN, Series II-R-1069, 2.16% due 8/01/2017 (f)(j) 4,210 New Orleans, Louisiana, Ernest N. Morial Exhibit Hall Authority, Special Tax, VRDN (a)(j): 5,105 MERLOTS, Series A46, 2.35% due 7/15/2028 5,105 8,130 ROCS, Series II-R-4038, 2.16% due 7/15/2023 8,130 11,500 New Orleans, Louisiana, Finance Authority, S/F Mortgage Revenue Bonds, FLOATERS, VRDN, Series 990, 2.22% due 6/02/2008 (j) 11,500 21,557 New Orleans, Louisiana, Finance Authority, S/F Mortgage Revenue Refunding Bonds, VRDN, Series C, 2.752% due 6/01/2042 (j) 21,557 111,800 New Orleans, Louisiana, Sewer Service Revenue Refunding Notes, BAN, 2.75% due 7/29/2005 112,254 4,400 Saint Charles Parish, Louisiana, PCR, Refunding (Shell Oil Company Project), VRDN, 2.14% due 6/01/2005 (j) 4,400 7,700 Saint Charles Parish, Louisiana, PCR (Shell Oil Company--Norco Project), VRDN, AMT, 2.28% due 11/01/2021 (j) 7,700 4,400 South Louisiana Port Commission, Port Revenue Refunding Bonds (Occidental Petroleum), VRDN, 2.25% due 7/01/2018 (j) 4,400 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Maine--0.4% $ 7,305 Maine Governmental Facilities Authority, Lease Rental Revenue Refunding Bonds, ROCS, VRDN, Series II-R-5027, 2.32% due 10/01/2013 (e)(j) $ 7,305 Maine State, GO: 6,000 BAN, 3% due 6/23/2005 6,019 26,000 TAN, 3% due 6/30/2005 26,090 Maryland--0.8% 35,700 Baltimore, Maryland, Port Facilities Revenue Bonds (Occidental Petroleum), FLOATS, VRDN, 1.98% due 10/14/2011 (j) 35,700 38,305 Maryland State Health and Higher Educational Facilities Authority Revenue Refunding Bonds, FLOATS, VRDN, Series 867, 2.18% due 7/01/2019 (b)(j) 38,305 Massachusetts-- 44,000 Acton-Boxborough Regional School District, Massachusetts, GO, BAN, 3.50% 3.2% due 12/09/2005 44,310 10,000 Eagle Tax-Exempt Trust, Massachusetts Commuter Facilities, VRDN, Series 2001, Class 2101, 2.15% due 6/15/2033 (j) 10,000 Massachusetts State, GO (Central Artery), VRDN (j): 23,460 Series A, 2.24% due 12/01/2030 23,460 10,555 Series B, 2.24% due 12/01/2030 10,555 Massachusetts State, GO, Refunding, VRDN (j): 29,745 FLOATS, Series 716D, 2.12% due 8/01/2018 (f) 29,745 2,700 Series A, 2.24% due 9/01/2016 2,700 11,790 Massachusetts State Health and Educational Facilities Authority Revenue Bonds (Capital Asset Program), VRDN, Series E, 2.22% due 1/01/2035 (j) 11,790 Massachusetts State Heritage, CP: 33,250 2.12% due 5/10/2005 33,250 10,500 2.13% due 5/12/2005 10,500 6,000 Massachusetts State Industrial Finance Agency, CP, 2.15% due 5/11/2005 6,000 Massachusetts State, Special Obligation Revenue Bonds, CP: 30,200 2.30% due 4/14/2005 30,200 19,300 2.30% due 4/26/2005 19,300 9,815 Route 3 North Transit Improvement Association, Massachusetts, Lease Revenue Refunding Bonds, VRDN, Series B, 2.27% due 6/15/2033 (a)(j) 9,815 9,000 Walpole, Massachusetts, GO, BAN, 3.25% due 11/03/2005 9,071 18,344 Westford, Massachusetts, GO, Refunding, BAN, 2.25% due 5/10/2005 18,363 20,370 Weymouth, Massachusetts, GO, BAN, 3.25% due 9/22/2005 20,468 23,500 Woburn, Massachusetts, GO, BAN, 1.75% due 4/08/2005 23,503 Michigan--2.7% Detroit, Michigan, City School District, VRDN (j): 4,615 GO, Series A, 2.20% due 5/01/2029 (e) 4,615 48,605 MERLOTS, Series A113, 1.80% due 7/27/2005 48,605 6,285 Detroit, Michigan, Sewage Disposal System Revenue Refunding Bonds, MERLOTS, VRDN, Series B-02, 2.35% due 7/01/2028 (e)(j) 6,285 9,755 Detroit, Michigan, Sewer Disposal Revenue Refunding Bonds, MSTR, VRDN, SGB 47-A, 2.16% due 7/01/2028 (e)(j) 9,755 8,910 Eagle Tax-Exempt Trust, Detroit, Michigan, GO, VRDN, Series 2004-1006, Class A, 2.16% due 4/01/2009 (f)(j) 8,910 6,900 Eagle Tax-Exempt Trust, Grand Rapids Michigan, Sanitation Sewer System, VRDN, Series A, 2.32% due 1/01/2022 (b)(j) 6,900 Kent Hospital Finance Authority, Michigan, Revenue Refunding Bonds (Spectrum Health), VRDN (f)(j): 24,200 Series B, 2.30% due 1/15/2026 24,200 16,800 Series C, 2.30% due 1/15/2026 16,800 20,000 Michigan Municipal Bond Authority Revenue Bonds, Series B-2, 3% due 8/23/2005 20,112 4,285 Michigan State Building Authority, Revenue Refunding Bonds, ROCS, VRDN, Series II-R-2064, 2.16% due 10/15/2021 (f)(j) 4,285 40,000 Michigan State, GO, Series A, 3.50% due 9/30/2005 40,296 34,400 Michigan State Hospital Finance Authority Revenue Bonds (Ascension Health), VRDN, Series B-1, 2.24% due 11/15/2033 (j) 34,400 22,000 Michigan State Hospital Finance Authority, Revenue Refunding Bonds, MERLOTS, VRDN, Series K, 2.35% due 11/15/2023 (f)(j) 22,000 2,600 Michigan State Strategic Fund, CP, 2.15% due 4/01/2005 2,600 16,505 Municipal Securities Trust Certificates, Revenue Refunding Bonds (Michigan State Hospital), VRDN, Series 1997-24, Class A, 2.30% due 12/01/2005 (e)(j) 16,505 Minnesota--1.7% City of Rochester, Minnesota, CP: 24,200 2.30% due 4/15/2005 24,200 16,250 2.07% due 5/02/2005 16,250 13,500 2.03% due 5/11/2005 13,500 17,468 Duluth, Minnesota, EDA, Health Care Facilities Revenue Refunding Bonds, FLOATS, VRDN, Series 895, 2.18% due 2/15/2020 (a)(j) 17,468 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Minnesota $ 12,500 Minnesota Rural Water Finance Authority, Public Projects Construction (concluded) Revenue Notes, 3% due 10/01/2005 $ 12,578 Minnesota State, CP: 50,000 2.03% due 5/19/2005 50,000 16,500 2.03% due 5/20/2005 16,500 14,500 2.03% due 5/26/2005 14,500 1,695 Minnesota State, GO, ROCS, VRDN, Series II-R-4065, 2.16% due 8/01/2023 (j) 1,695 Mississippi--1.4% 7,100 Mississippi Business Finance Corporation, Mississippi Solid Waste Disposal Revenue Bonds (Mississippi Power Company Project), VRDN, AMT, 2.32% due 7/01/2025 (j) 7,100 3,520 Mississippi Business Finance Corporation, Mississippi, Solid Waste Disposal Revenue Refunding Bonds (Mississippi Power Company Project), VRDN, AMT, 2.32% due 5/01/2028 (j) 3,520 5,200 Mississippi Business Finance Corporation Revenue Bonds (Mississippi Power Company), VRDN, AMT, 2.28% due 12/01/2027 (j) 5,200 12,500 Mississippi Home Corporation, Lease Purpose Revenue Bonds, VRDN, 2.22% due 10/01/2007 (j) 12,500 75,355 Mississippi Home Corporation, S/F Revenue Bonds, FLOATS, VRDN, AMT, Series 989, 2.22% due 10/03/2005 (j) 75,355 25,900 Mississippi Hospital Equipment and Facilities Authority Revenue Bonds (Mississippi Baptist Medical Center), VRDN, 2.15% due 7/01/2012 (j) 25,900 5,500 University of Mississippi Educational Building Corporation Revenue Bonds (The University of Mississippi Medical Center Pediatric and Research Facilities Project), VRDN, 2.13% due 6/01/2034 (a)(j) 5,500 Nebraska--1.5% 77,500 American Public Energy Agency, Nebraska, Gas Supply Revenue Bonds (National Public Gas Agency Project), VRDN, Series B, 2.27% due 2/01/2014 (j) 77,500 2,000 Eagle Tax-Exempt Trust, Nebraska Public Power District Revenue Bonds, VRDN, Series 1016, Class A, 2.32% due 1/01/2035 (a)(j) 2,000 25,000 Lincoln, Nebraska, Electric System, CP, 2.10% due 4/08/2005 25,000 4,375 Municipal Energy Agency of Nebraska, Power Supply System Revenue Bonds, ROCS, Series II-R-2051, VRDN, 2.16% due 4/01/2022 (e)(j) 4,375 4,315 Nebhelp Inc., Nebraska, Revenue Bonds, ROCS, VRDN, AMT, Series II-R-205, 2.20% due 6/01/2013 (f)(j) 4,315 32,400 Nebraska Public Power District, CP, 1.98% due 4/06/2005 32,400 4,995 Nebraska Public Power District Revenue Refunding Bonds, ROCS, VRDN, Series II-R-209, 2.16% due 1/01/2012 (f)(j) 4,995 Nevada--1.1% 29,185 ABN Amro Munitops Certificates Trust, Clark County, Nevada, Airport Revenue Bonds, VRDN, Series 1999-15, 2.32% due 1/02/2008 (f)(j) 29,185 50,400 Clark County, Nevada, Airport System Subordinate Lien Revenue Refunding Bonds, VRDN, Series C, 2.28% due 7/01/2029 (b)(j) 50,400 2,495 Clark County, Nevada, IDR, Refunding, PUTTERS, VRDN, AMT, Series 722, 2.19% due 12/01/2012 (b)(j) 2,495 9,045 Las Vegas Valley, Nevada, Water District, GO, Refunding, MERLOTS, VRDN, Series B 10, 2.35% due 6/01/2024 (f)(j) 9,045 6,605 Nevada Housing Division Revenue Bonds (Multi-Unit Housing--Mesquite), VRDN, AMT, Series B, 2.58% due 5/01/2028 (j) 6,605 5,850 Nevada State Department of Business and Industry, Solid Waste Disposal Revenue Bonds (Republic Services Inc. Project), VRDN, AMT, 2.47% due 12/01/2034 (j) 5,850 7,280 Washoe County, Nevada, School District, GO, ROCS, VRDN, Series II-R-2012, 2.16% due 6/01/2020 (b)(j) 7,280 New Hampshire-- 13,350 New Hampshire Health and Educational Facilities Authority, Revenue 0.9% Refunding Bonds (Dartmouth Hitchcock Obligation), VRDN, Series A, 2.12% due 8/01/2031 (e)(j) 13,350 New Hampshire Higher Educational and Health Facilities Authority, Revenue Refunding Bonds, FLOATS, VRDN (b)(j): 5,475 Series 772, 2.18% due 1/01/2017 5,475 11,000 Series 866, 2.18% due 8/15/2021 11,000 7,415 New Hampshire State Business Finance Authority, Resource Recovery Revenue Refunding Bonds (Wheelabrator), VRDN, Series A, 2.25% due 1/01/2018 (j) 7,415 25,600 New Hampshire State Business Fund, CP, 2.15% due 5/11/2005 25,600 25,000 New Hampshire State Industrial Finance Agency, CP, 2.12% due 5/10/2005 25,000 New Jersey--2.1% 21,832 East Brunswick Township, New Jersey, BAN, 3% due 1/06/2006 21,977 15,000 Fair Lawn, New Jersey, School District, GO, 2.70% due 5/20/2005 15,022 9,500 New Jersey Health Care Facilities Financing Authority Revenue Bonds, FLOATS, VRDN, Series 702, 2.16% due 7/01/2014 (f)(j) 9,500 52,000 New Jersey State, FLOATS, VRDN, Series L55J, 2.31% due 6/24/2005 (j) 52,000 70,000 New Jersey State, TRAN, Series A, 3% due 6/24/2005 70,170 New Jersey State Turnpike Authority, Turnpike Revenue Bonds, VRDN (e)(j): 10,400 Series C-2, 2.22% due 1/01/2024 10,400 8,000 Series C-3, 2.22% due 1/01/2024 8,000 20,000 Passaic County, New Jersey, GO, Refunding, BAN, 3% due 6/10/2005 20,053 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value New Mexico--1.0% $ 25,000 Bernalillo County, New Mexico, GO, TRAN, 3% due 6/30/2005 $ 25,087 New Mexico Mortgage Finance Authority, S/F Mortgage Program Revenue Bonds, AMT: 10,894 1.625% due 9/23/2005 10,894 42,000 VRDN, 2.716% due 1/01/2040 (j) 42,000 15,000 New Mexico State, FLOATS, VRDN, Series L38, 2.31% due 6/30/2005 (j) 15,000 New York--5.4% 16,230 Albany, New York, City School District, GO, BAN, 2.75% due 6/30/2005 16,274 4,000 Babylon, New York, Union Free School District, GO, TAN, 2.75% due 6/29/2005 4,011 24,700 Eagle Tax-Exempt Trust, New York State Dormitory Authority (Memorial Sloan), VRDN, Series 98, Class 3202, 2.30% due 7/01/2023 (j) 24,700 14,200 East Meadow, New York, Union Free School District, GO, BAN, 2.50% due 8/17/2005 14,253 8,700 Elmont, New York, Union Free School District, GO, TAN, 2.75% due 6/29/2005 8,721 7,500 Hastings Township, New York, GO, BAN, 2.75% due 7/15/2005 7,524 3,800 Kings Park, New York, Central School District, GO, BAN, 2.75% due 8/02/2005 3,815 9,000 Longwood Central School District of Suffolk County, New York, GO, TAN, 2.75% due 6/30/2005 9,025 5,805 Metropolitan Transportation Authority, New York, Dedicated Tax Fund, Revenue Refunding Bonds, VRDN, Series B, 2.12% due 11/01/2022 (e)(j) 5,805 55,000 Monroe County, New York, GO, RAN, 2.50% due 4/15/2005 55,021 20,000 Monroe County, New York, Public Improvement, GO, BAN, 3% due 7/28/2005 20,078 13,995 Municipal Securities Trust Certificates Revenue Bonds, New York City, New York, City Transitional Finance Authority, VRDN, Series 2002-202, Class A, 2.26% due 10/21/2010 (b)(j) 13,995 24,000 New York City, New York, City IDA, Liberty Revenue Bonds (One Bryant Park LLC Project), VRDN, Series A, 2.32% due 11/01/2039 (j) 24,000 15,000 New York City, New York, City Municipal Water Finance Authority, CP, 1.96% due 4/11/2005 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, 2.14% due 6/15/2024 (e)(j) 21,500 3,000 New York City, New York, City Transitional Finance Authority Revenue Bonds (New York City Recovery), VRDN, Series 1, Sub-Series 1D, 2.17% due 11/01/2022 (j) 3,000 8,500 New York State Local Government Assistance Corporation Revenue Bonds, VRDN, Series B, 2.20% due 4/01/2025 (j) 8,500 3,300 New York State Local Government Assistance Corporation, Revenue Refunding Bonds, Sub-Lien, VRDN, Series A-5V, 2.20% due 4/01/2020 (e)(j) 3,300 5,995 New York State Power Authority Revenue Bonds, ROCS, VRDN, Series II-R-210, 2.14% due 11/15/2015 (f)(j) 5,995 15,000 Riverhead, New York, Central School District, GO, TAN, 2.75% due 6/30/2005 15,041 12,000 Rochester, New York, GO, Refunding, BAN, Series II, 3% due 10/21/2005 12,073 155,000 Suffolk County, New York, GO, TAN, Series I, 3.25% due 8/16/2005 155,764 19,410 Triborough Bridge and Tunnel Authority, New York, General Purpose Revenue Bonds, VRDN, Series B, 2.29% due 1/01/2033 (j) 19,410 10,000 Triborough Bridge and Tunnel Authority, New York, General Purpose Revenue Refunding Bonds, VRDN, Series B, 2.27% due 1/01/2032 (a)(j) 10,000 13,030 Triborough Bridge and Tunnel Authority, New York, Special Obligation Revenue Refunding Bonds, VRDN, Series C, 2.27% due 1/01/2031 (e)(j) 13,030 25,000 Ulster County, New York, GO, BAN, 2.75% due 6/10/2005 25,055 14,950 Wilson, New York, Central School District, GO, BAN, 2.75% due 8/03/2005 15,008 North Carolina-- 19,995 Municipal Securities Trust Certificates, North Carolina Eastern Municipal 1.5% Power Agency, GO, Refunding, VRDN, Series 2002-201, Class A, 2.28% due 4/12/2017 (j) 19,995 8,165 North Carolina Eastern Municipal Power Agency, Power System Revenue Bonds, MERLOTS, VRDN, Series A22, 1.30% due 4/13/2005 (j) 8,165 49,500 North Carolina Medical Care Commission, Health Care Facilities Revenue Bonds (Novant Health Group), VRDN, Series A, 2.30% due 11/01/2034 (j) 49,500 North Carolina Medical Care Commission, Hospital Revenue Bonds (Moses H. Cone Memorial Health System), VRDN (j): 16,000 Series A, 2.10% due 10/01/2035 16,000 15,300 Series B, 2.10% due 10/01/2035 15,300 4,500 North Carolina State, GO, MERLOTS, VRDN, Series A23, 2.35% due 3/01/2027 (j) 4,500 Wake County, North Carolina, GO: 16,000 Series A, 2% due 4/01/2005 16,000 15,000 Series B, 2% due 4/01/2005 15,000 3,900 Wake County, North Carolina, Industrial Facilities and Pollution Control Financing Authority Revenue Bonds (Solid Waste Disposal--Highway 55), VRDN, AMT, 2.22% due 9/01/2013 (j) 3,900 North Dakota--0.1% 6,320 Oliver City, North Dakota, PCR, Refunding, MERLOTS, VRDN, Series B07, 2.35% due 1/01/2027 (a)(j) 6,320 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Ohio--1.9% $ 2,000 Brunswick, Ohio, GO, BAN, 2.50% due 5/26/2005 $ 2,003 50,000 Cleveland, Ohio, Water Revenue Refunding Bonds, VRDN, Series M, 2.10% due 1/01/2033 (e)(j) 50,000 4,000 Eagle Tax-Exempt Trust, Cincinnati, Ohio, City School District, GO, VRDN, Series 2004-34, Class A, 2.31% due 12/01/2031 (e)(j) 4,000 22,275 Eagle Tax-Exempt Trust, Ohio State Turnpike, VRDN, Series 98, Class 3503, 2.31% due 2/15/2026 (j) 22,275 10,500 Eagle Tax-Exempt Trust, Ohio, Water Authority Revenue Bonds (Ohio Edison), VRDN, Series 95, Class 3502, 2.15% due 7/01/2015 (j) 10,500 28,000 Hamilton County, Ohio, Health Care Facilities Revenue Bonds (Twin Towers and Twin Lakes), VRDN, Series A, 2.20% due 7/01/2023 (j) 28,000 9,000 Hamilton County, Ohio, Student Housing Revenue Bonds (Block 3 Community Urban Redevelopment Corporation Project), VRDN, 2.33% due 8/01/2036 (j) 9,000 2,370 Municipal Securities Trust Certificates, Princeton, Ohio, City School District, GO, VRDN, Series SGB 50-A, 2.31% due 12/01/2030 (f)(j) 2,370 Ohio State Air Quality Development Authority, Revenue Refunding Bonds (Cincinnati Gas and Electric), VRDN (j): 7,900 Series A, 2.46% due 9/01/2030 7,900 16,300 Series B, 2.52% due 9/01/2030 16,300 25,000 Ohio State, GO, Common Schools, VRDN, Series A, 2.30% due 3/15/2025 (j) 25,000 5,000 Ohio State, GO, FLOATS, VRDN, Series 603, 2.15% due 9/15/2020 (e)(j) 5,000 Oklahoma--2.1% 3,400 Cleveland County, Oklahoma, Development Authority, Family Mortgage Revenue Refunding Bonds, VRDN, 1.59% due 5/25/2005 (j) 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 (j) 3,300 Comanche County, Oklahoma, Home Finance Authority, S/F Mortgage Revenue Bonds, VRDN, Series A (j): 19,656 2.767% due 4/01/2005 19,656 3,719 2.53% due 5/02/2005 3,719 17,502 2.921% due 4/03/2006 17,502 3,525 Oklahoma County, Oklahoma, Finance Authority Revenue Bonds (Oklahoma County Housing Preservation), VRDN, 2.17% due 1/01/2033 (j) 3,525 Oklahoma County, Oklahoma, HFA, S/F Mortgage Revenue Bonds, VRDN (j): 43,623 Series A, 2.779% due 5/02/2005 43,623 10,256 Series D, 2.716% due 2/01/2006 10,256 5,000 Oklahoma State Development Finance Authority Revenue Bonds (ConocoPhillips Company Project), VRDN, AMT, 2.42% due 12/01/2005 (j) 5,000 2,817 Oklahoma State Housing Finance Agency, S/F Mortgage Revenue Refunding Bonds, 2.68% due 8/31/2005 2,817 42,280 Oklahoma State Industries Authority, Revenue Refunding Bonds (Integris Baptist), VRDN, Series B, 2.20% due 8/15/2029 (f)(j) 42,280 36,000 Oklahoma State Water Resource Board, State Loan Program Revenue Bonds, VRDN, Series A, 1.58% due 4/01/2005 (j) 36,000 2,116 Tulsa County, Oklahoma, Home Finance Authority Revenue Bonds, 2.921% due 4/03/2006 2,116 Tulsa County, Oklahoma, Home Finance Authority, S/F Mortgage Revenue Bonds, VRDN, Series A (j): 7,500 2.757% due 4/01/2005 7,500 2,594 AMT, 2.767% due 4/01/2005 2,594 Oregon--0.2% 11,730 ABN Amro Munitops Certificates Trust, Portland, Oregon, GO, VRDN, Series 2001-4, 2.32% due 6/01/2009 (f)(j) 11,730 4,795 Eagle Tax-Exempt Trust, Oregon State Department of Administrative Services Revenue Bonds, VRDN, Series 2004-1010, Class A, 2.16% due 9/01/2009 (e)(j) 4,795 Pennsylvania-- 37,325 Allegheny County, Pennsylvania, GO, Refunding, Series C-50, 1.40% due 5/01/2005 37,325 2.7% 2,500 Butler County, Pennsylvania, IDA, IDR, Refunding (Wetterau Finance Co. Project), VRDN, 2.14% due 12/01/2014 (j) 2,500 25,240 Dauphin County, Pennsylvania, General Authority, Revenue Refunding Bonds (School District Pooled Financing Program II), VRDN, 2.32% due 9/01/2032 (a)(j) 25,240 Delaware Valley, Pennsylvania, Regional Finance Authority, Local Government Revenue Bonds, VRDN (j): 15,600 Mode 1, 2.30% due 8/01/2016 15,600 15,100 Series B, 2.30% due 12/01/2020 15,100 5,400 Series C, 2.30% due 12/01/2020 5,400 15,150 Series D, 2.30% due 12/01/2020 15,150 Emmaus, Pennsylvania, General Authority Revenue Bonds, VRDN (j): 13,200 (Pennsylvania Loan Program), Series A, 2.15% due 3/01/2030 (e) 13,200 700 Series D, 2.29% due 3/01/2024 700 10,625 Sub-Series A-10, 2.29% due 3/01/2024 10,625 CMA TAX-EXEMPT FUND, MARCH 31, 2005 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, 2.16% due 7/01/2022 (f)(j) $ 11,690 12,000 Lackawanna County, Pennsylvania, GO, MSTR, VRDN, Series SGB-38, 2.15% due 9/15/2020 (j) 12,000 5,000 Mount Lebanon, Pennsylvania, School District, GO, MERLOTS, VRDN, Series B19, 2.35% due 2/15/2027 (f)(j) 5,000 6,700 Pennsylvania Economic Development Financing Authority, Wastewater Treatment Revenue Refunding Bonds (Sunoco Inc.--R & M Project), VRDN, AMT, Series B, 2.53% due 10/01/2034 (j) 6,700 9,590 Pennsylvania State Turnpike Commission, Turnpike Revenue Refunding Bonds, VRDN, Series B, 2.15% due 12/01/2012 (j) 9,590 25,700 Philadelphia, Pennsylvania, School District, GO, TRAN, 3% due 6/30/2005 25,788 40,475 Philadelphia, Pennsylvania, Water and Wastewater Revenue Refunding Bonds, VRDN, 2.29% due 6/15/2023 (e)(j) 40,475 Rhode Island--0.4% Rhode Island State and Providence Plantations, GO, FLOATS, VRDN (j): 26,100 Series 568, 2.16% due 9/01/2017 (f) 26,100 16,020 Series 720, 2.16% due 11/01/2022 (b) 16,020 South Carolina-- 12,195 ABN Amro Munitops Certificates Trust, Lexington County, South Carolina, GO, 0.8% VRDN, Series 2001-37, 2.33% due 2/01/2010 (b)(j) 12,195 5,000 Berkeley County, South Carolina, IDR (Nucor Corporation Project), VRDN, AMT, Series A, 2.34% due 3/01/2029 (j) 5,000 6,380 Florence County, South Carolina, Solid Waste Disposal and Wastewater Treatment Revenue Bonds (Roche Carolina Inc. Project), VRDN, AMT, 2.30% due 4/01/2027 (j) 6,380 8,035 Medical University Hospital Authority, South Carolina, Hospital Facilities, Revenue Refunding Bonds, VRDN, Series A-5, 2.17% due 8/15/2027 (f)(j) 8,035 23,000 South Carolina Association of Governmental Organizations, COP, 2.75% due 4/15/2005 23,011 6,250 South Carolina Jobs EDA, EDR (Holcim (US) Inc. Project), VRDN, AMT, 2.27% due 12/01/2033 (j) 6,250 12,500 South Carolina Transportation Infrastructure Bank Revenue Bonds, FLOATS, VRDN, Series 728, 2.16% due 10/01/2022 (a)(j) 12,500 South Dakota-- 13,300 Lawrence County, South Dakota, Solid Waste Disposal Revenue Bonds (Homestake 0.1% Mining), VRDN, AMT, Series A, 2.26% due 7/01/2032 (j) 13,300 Tennessee--4.6% 16,000 Blount County, Tennessee, Public Building Authority, Local Government Public Improvement Revenue Bonds, VRDN, Series A-4-A, 2.27% due 6/01/2032 (j) 16,000 Clarksville, Tennessee, Public Building Authority Revenue Bonds, Pooled Financing (Tennessee Municipal Bond Fund), VRDN (j): 37,605 2.15% due 11/01/2027 37,605 66,270 2.15% due 6/01/2029 66,270 11,060 2.22% due 7/01/2031 11,060 10,605 2.22% due 1/01/2033 10,605 10,800 2.22% due 7/01/2034 10,800 1,460 Jackson, Tennessee, Health, Educational & Housing Facilities Board, M/F Housing Revenue Bonds (Villages at Old Hickory Project), VRDN, AMT, 2.69% due 12/01/2005 (j) 1,460 8,100 Loudon, Tennessee, IDB, PCR, Refunding (A.E. Staley Manufacturing Company Project), VRDN, 2.12% due 6/01/2023 (j) 8,100 6,450 Memphis, Tennessee, Health, Educational and Housing Facility Board, M/F Housing Revenue Bonds (Chickasaw Place Apartments), VRDN, AMT, 2.22% due 6/01/2033 (j) 6,450 6,020 Memphis, Tennessee, Health, Educational and Housing Facility Board Revenue Bonds (Not-for-Profit M/F Program), VRDN, 2.17% due 8/01/2032 (j) 6,020 Montgomery County, Tennessee, Public Building Authority, Pooled Financing Revenue Bonds, VRDN (j): 2,980 (Montgomery County Loan Pool), 2.15% due 7/01/2019 2,980 27,805 (Tennessee County Loan Pool), 2.15% due 11/01/2027 27,805 525 (Tennessee County Loan Pool), 2.22% due 4/01/2032 525 Sevier County, Tennessee, Public Building Authority Revenue Bonds, Local Government Public Improvement II, VRDN (a)(j): 7,100 Series A-1, 2.14% due 6/01/2024 7,100 4,630 Series E-2, 2.14% due 6/01/2021 4,630 5,000 Series F-3, 2.14% due 6/01/2005 5,000 Sevier County, Tennessee, Public Building Authority Revenue Bonds, Local Government Public Improvement III, VRDN (j): 69,900 AMT, Series A, 2.30% due 6/01/2028 (a) 69,900 10,000 Series D-2, 2.14% due 6/01/2017 (a) 10,000 4,350 Series D-6, 2.14% due 6/01/2020 (a) 4,350 18,970 Series E-1, 2.14% due 6/01/2025 18,970 10,000 Series E-4, 2.14% due 6/01/2025 (a) 10,000 37,000 Sevier County, Tennessee, Public Building Authority Revenue Bonds, Local Government Public Improvement VI, VRDN, Series A-1, 2.27% due 6/01/2029 (j) 37,000 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Tennessee $ 4,635 Shelby County, Tennessee, GO, Refunding, ROCS, VRDN, Series II-R-3023, (concluded) 2.32% due 4/01/2020 (f)(j) $ 4,635 12,000 Shelby County, Tennessee, Health, Educational and Housing Facilities Board Revenue Bonds (Hutchison School Project), VRDN, 2.15% due 5/01/2026 (j) 12,000 Tennessee HDA, S/F Mortgage Revenue Bonds, VRDN, AMT, Series CN-1 (j): 15,300 2.272% due 8/11/2005 15,300 18,960 2.636% due 8/11/2005 18,960 29,500 Tennessee State Local Development Authority Revenue Bonds (Student Loan Program), BAN, Series A, 3% due 5/31/2005 29,568 Texas--12.3% 15,750 ABN Amro Munitops Certificates Trust, Houston, Texas, Airport Revenue Bonds, VRDN, AMT, Series 1998-15, 2.39% due 7/05/2006 (b)(j) 15,750 13,500 ABN Amro Munitops Certificates Trust, San Antonio, Texas, Electric and Gas Revenue Bonds, VRDN, Series 1998-22, 2.33% due 1/03/2007 (f)(j) 13,500 29,950 ABN Amro Munitops Certificates Trust, San Antonio, Texas, Independent School District, VRDN, Series 1999-10, 2.32% due 3/07/2007 (j) 29,950 9,030 ABN Amro Munitops Certificates Trust, Texas Permanent School Fund, Independent School District, GO, VRDN, Series 2001-8, 2.33% due 2/15/2007 (j) 9,030 28,167 Austin, Texas, Utility System, CP, 2.30% due 4/27/2005 28,167 4,510 Austin, Texas, Water and Wastewater System, Revenue Refunding Bonds, ROCS, VRDN, Series II-R-6029, 2.16% due 11/15/2024 (a)(j) 4,510 10,000 Brazos River Authority, Texas, Harbor Navigational District, Brazoria County Revenue Bonds (BASF Corp.), VRDN, AMT, 2.31% due 4/01/2032 (j) 10,000 25,000 Brazos River, Texas, Harbor Industrial Development Corporation Revenue Bonds (BASF Corporation Project), VRDN, AMT, 2.37% due 5/01/2038 (j) 25,000 5,000 Cameron County, Texas, Housing Finance Corporation, S/F Mortgage Revenue Bonds, VRDN, 2.746% due 9/01/2005 (j) 5,000 18,487 Central Texas Housing Finance Corporation, S/F Mortgage Revenue Bonds, VRDN, AMT, Series A, 2.753% due 7/01/2005 (j) 18,487 7,370 Corpus Christi, Texas, Business and Job Development Corporation, Sales Tax Revenue Refunding Bonds, ROCS, VRDN, Series II-R-2001, 1.70% due 9/01/2017 (a)(j) 7,370 4,000 Corpus Christi, Texas, Industrial Development Crop, IDR (Dedietrich USA Incorporated Project), VRDN, AMT, 2.45% due 11/01/2008 (j) 4,000 3,740 Corpus Christi, Texas, Utility System Revenue Refunding Bonds, ROCS, VRDN, Series II-R-2149, 2.32% due 7/15/2024 (e)(j) 3,740 Dallas-Fort Worth, Texas, International Airport Revenue Bonds, VRDN, AMT (j): 4,408 FLOATS, Series 824, 2.38% due 11/01/2015 (a) 4,408 7,140 PUTTERS, Series 350, 2.35% due 5/01/2011 (f) 7,140 2,500 PUTTERS, Series 351, 2.19% due 5/01/2008 (e) 2,500 4,995 PUTTERS, Series 385, 2.19% due 5/01/2008 (b) 4,995 3,000 ROCS, Series II-R-268, 2.36% due 11/01/2033 (f) 3,000 Dallas-Fort Worth, Texas, Regional Airport Revenue Bonds, MSTR, VRDN, AMT (f)(j): 25,300 Series SGB-49, 2.25% due 11/01/2023 25,300 9,495 Series SGB-52, 2.33% due 11/01/2017 9,495 Dallas-Fort Worth, Texas, Regional Airport Revenue Refunding Bonds, MSTR, VRDN (j): 23,885 AMT, Series SGB-46, 2.33% due 11/01/2020 (f) 23,885 6,600 Series SGB-52, 2.16% due 11/01/2015 (b) 6,600 2,845 Dallas, Texas, Area Rapid Transit Revenue Refunding Bonds, ROCS, VRDN, Series II-R-2078, 2.16% due 12/01/2022 (a)(j) 2,845 2,500 Denton, Texas, Independent School District, GO, VRDN, Series 2005-A, 2.18% due 8/01/2035 (j) 2,500 8,435 Eagle Tax-Exempt Trust, Dallas-Fort Worth, Texas, International Airport Revenue Bonds, VRDN, AMT, Series 2003-0020, Class A, 2.20% due 11/01/2032 (a)(j) 8,435 9,900 Eagle Tax-Exempt Trust, Dallas-Fort Worth, Texas, VRDN, Series 96C, Class 4301, 2.32% due 11/01/2005 (j) 9,900 6,000 Eagle Tax-Exempt Trust, Dallas, Texas, VRDN, Series 01, Class 4310, 2.16% due 12/01/2026 (j) 6,000 4,915 Eagle Tax-Exempt Trust, San Antonio, Texas, VRDN, Series 01, Class 4311, 2.16% due 8/15/2026 (j) 4,915 4,924 El Paso County, Texas, Housing Finance Corporation, S/F Mortgage Revenue Bonds, VRDN, Series A, 2.551% due 12/01/2035 (j) 4,924 4,500 Fort Bend County, Texas, GO, MSTR, VRDN, SGB-46-A, 2.16% due 3/01/2032 (f)(j) 4,500 5,300 Grapevine, Texas, Industrial Development Corporation, Airport Revenue Refunding Bonds (Southern Air Transport), VRDN, 2.18% due 3/01/2010 (j) 5,300 19,000 Gulf Coast Waste Disposal Authority, Texas, Environmental Facilities Revenue Bonds (American Aeryl LP Project), VRDN, AMT, 2.20% due 5/01/2038 (j) 19,000 Gulf Coast Waste Disposal Authority, Texas, Revenue Bonds, VRDN, AMT (j): 12,500 (Air Products Project), 2.35% due 3/01/2035 12,500 2,200 (Air Products Project), 2.35% due 12/01/2039 2,200 2,500 (Waste Management Inc.), Series A, 2.35% due 4/01/2019 2,500 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Texas $ 10,470 Harris County-Houston, Texas, Sports Authority, Special Revenue Refunding (concluded) Bonds, VRDN, TOCS, Series Z-3, 2.24% due 11/15/2025 (f)(j) $ 10,470 Harris County, Texas, Health Facilities Development Corporation, Revenue Refunding Bonds (Methodist Hospital), VRDN (j): 145,770 2.20% due 5/06/2005 (c)(k) 145,770 60,000 Series B, 2.07% due 12/01/2032 60,000 46,100 Harris County, Texas, Industrial Development Corporation, Solid Waste Disposal Revenue Bonds (Deer Park Limited Partnership), VRDN, AMT, Series A, 2.29% due 2/01/2023 (j) 46,100 Harris County, Texas, Revenue Refunding Bonds, ROCS, VRDN (j): 10,305 Series II-R-1030, 2.16% due 8/15/2017 (e) 10,305 5,410 Series II-R-2101, 2.32% due 8/15/2014 (b) 5,410 4,503 Houston, Texas, Housing Finance Corporation, S/F Mortgage Revenue Refunding Bonds, VRDN, 2.015% due 10/03/2005 (j) 4,503 75,000 Houston, Texas, Independent School District, GO, Refunding (School Building), VRDN, 1.73% due 6/15/2005 (j) 75,000 Houston, Texas, Utility System Revenue Refunding Bonds, VRDN (e)(j): 5,365 ROCS, Series II-R-4063, 2.32% due 5/15/2021 5,365 6,000 TOCS, Series A, 2.17% due 5/25/2012 6,000 7,800 Houston, Texas, Water and Sewer System Revenue Bonds, MERLOTS, VRDN, Series A-128, 2.35% due 12/01/2029 (f)(j) 7,800 3,370 Irving, Texas, Independent School District, GO, Refunding, ROCS, VRDN, Series II-R-2028, 2.16% due 2/15/2022 (j) 3,370 5,000 Lewisville, Texas, Independent School District, GO, Refunding, PUTTERS, VRDN, Series 701, 2.16% due 8/15/2010 (b)(j) 5,000 10,000 Lower Colorado River Authority, Texas, CP, 2.05% due 5/03/2005 10,000 10,395 Municipal Securities Trust Certificates, Austin, Texas, Water Revenue Refunding Bonds, VRDN, Series 2001-134, Class A, 2.30% due 5/15/2010 (e)(j) 10,395 North Central Texas, CP: 7,000 1.88% due 4/05/2005 7,000 24,000 2.03% due 5/04/2005 24,000 17,335 Port Arthur, Texas, Navigation District, Environmental Facilities Revenue Refunding Bonds (Motiva Enterprises Project), VRDN, AMT, 2.45% due 12/01/2027 (j) 17,335 10,000 Port Arthur, Texas, Navigation District, Industrial Development Corporation, Exempt Facilities Revenue Bonds (Air Products and Chemicals Project), VRDN, AMT, 2.35% due 4/01/2036 (j) 10,000 Port Arthur, Texas, Navigation District Revenue Bonds, VRDN, AMT (j): 20,000 (BASF Corporation Project), 2.31% due 4/01/2033 20,000 10,000 Multi-Mode (Atofina Petrochemicals), Series B, 2.40% due 4/01/2027 10,000 6,000 Port of Corpus Christi Authority, Texas, Nueces County Solid Waste Disposal Revenue Bonds (Flint Hills Resources LP Project), VRDN, AMT, 2.59% due 1/01/2030 (j) 6,000 50,000 Port of Corpus Christi Authority, Texas, Nueces County Solid Waste Disposal, Revenue Refunding Bonds (Flint Hills Resources LP Project), VRDN, AMT, Series A, 2.65% due 7/01/2029 (j) 50,000 10,000 San Antonio, Texas, Hotel Occupancy Revenue Bonds, FLOATS, VRDN, Series SG-51, 2.16% due 8/15/2019 (j) 10,000 27,000 San Antonio, Texas, Junior Lien Electric and Gas System Revenue Bonds, VRDN, 2.20% due 12/01/2005 (j) 27,000 4,995 San Marcos, Texas, Consolidated Independent School District, GO, MERLOTS, VRDN, Series C-23, 1.70% due 9/01/2005 (j) 4,995 7,915 Southeast Texas Housing Finance Corporation Revenue Bonds, VRDN, 2.855% due 4/03/2006 (j) 7,915 8,131 Southeast Texas Housing Finance Corporation, Revenue Refunding Bonds, 2.701% due 4/01/2005 8,131 33,210 Texas Municipal Power Agency Revenue Bonds, Series 91, CP, 1.93% due 4/04/2005 33,210 45,000 Texas State, College Student Loan, GO, Refunding, VRDN, AMT, 1.80% due 7/01/2005 (j) 45,000 122,000 Texas State, TRAN, 3% due 8/31/2005 122,691 2,200 Texas State Turnpike Authority, Central Texas Turnpike System Revenue Bonds, ROCS, VRDN, Series II-R-284, 2.32% due 8/15/2039 (a)(j) 2,200 5,460 Texas State University, System Financing Revenue Refunding Bonds, ROCS, VRDN, Series II-R-1011, 2.16% due 3/15/2019 (e)(j) 5,460 4 Travis County, Texas, Housing Finance Corporation, S/F Mortgage Revenue Bonds, VRDN, Series 2001-1, 2.54% due 5/01/2007 (j) 4 15,200 University of Texas, CP, 1.95% due 4/11/2005 15,200 5,000 Victoria County, Texas, Hospital Revenue Refunding Bonds, FLOATS, VRDN, Series 959, 2.16% due 1/01/2016 (a)(j) 5,000 6,200 West Side Calhoun County, Texas, Navigation District Sewer and Solid Waste District Revenue Bonds (BP Chemicals Inc. Project), VRDN, AMT, 2.28% due 4/01/2031 (j) 6,200 4,775 Williamson County, Texas, GO, Refunding, PUTTERS, VRDN, Series 410, 2.32% due 2/15/2012 (f)(j) 4,775 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (continued) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value Utah--0.2% $ 7,400 Intermountain Power Agency, Utah, Power Supply Revenue Bonds, VRDN, Series F, 2.02% due 7/01/2018 (a)(j) $ 7,400 5,000 Murray City, Utah, Hospital Revenue Bonds (IHC Health Services, Inc.), VRDN, Series C, 2.20% due 5/15/2036 (j) 5,000 8,300 Utah Water Finance Agency, Tender Option Revenue Bonds, VRDN, Series A-9, 2.33% due 7/01/2034 (a)(j) 8,300 Vermont--0.0% 2,650 Vermont HFA, S/F Revenue Bonds, VRDN, AMT, Series 16 A, 2.25% due 5/01/2032 (e)(j) 2,650 Virginia--1.4% Metropolitan Washington Airports Authority, D.C., Airport System Revenue Refunding Bonds, VRDN, AMT (j): 49,040 MERLOTS, Series C35, 1.73% due 10/01/2014 (f) 49,040 1,700 PUTTERS, Series 404, 2.19% due 10/01/2011 (b) 1,700 7,725 Metropolitan Washington Airports Authority, D.C., System Revenue Bonds, ROCS, VRDN, Series II-R-195, 2.20% due 10/01/2032 (b)(j) 7,725 Norfolk, Virginia, CP: 36,200 1.98% due 4/06/2005 36,200 38,000 2.03% due 5/06/2005 38,000 Washington--2.8% 20,000 ABN Amro Munitops Certificates Trust, Port Seattle, Washington Revenue Bonds, VRDN, Series 1998-16, 2.33% due 10/04/2006 (f)(j) 20,000 12,685 Central Puget Sound, Washington, Regional Transit Authority, Sales and Use Tax Revenue Bonds, ROCS, VRDN, Series II-R-7510, 2.32% due 11/01/2023 (a)(j) 12,685 22,900 Clark County, Washington, Public Utility District Number 001, Generating System Revenue Refunding Bonds, MSTR, VRDN, Series SGA-118, 2.23% due 1/01/2025 (e)(j) 22,900 3,000 Eagle Tax-Exempt Trust, Bellevue, Washington, GO, Refunding, VRDN, Series 2004-1011, Class A, 2.16% due 12/01/2043 (f)(j) 3,000 19,000 Energy Northwest, Washington, Electric Revenue Refunding Bonds (Project No. 3), VRDN, Series D-3-1, 2.29% due 7/01/2018 (e)(j) 19,000 8,945 Grant County, Washington, Public Utility District Number 002, Electric Revenue Refunding Bonds, ROCS, VRDN, Series II-R-2039, 2.16% due 1/01/2019 (e)(j) 8,945 1,830 King County, Washington, GO, ROCS, VRDN, Series II-R-5036, 2.32% due 12/01/2013 (a)(j) 1,830 5,250 King County, Washington, School District Number 410, Snoqualmie Valley, GO, ROCS, VRDN, Series II-R-4513, 2.16% due 12/01/2020 (e)(j) 5,250 14,745 King County, Washington, Sewer Revenue Refunding Bonds, FLOATS, VRDN, Series 554, 2.16% due 7/01/2009 (b)(j) 14,745 2,275 Lewis County, Washington, Public Utility District Number 001, Cowlitz Falls Hydroelectric Revenue Refunding Bonds, VRDN, Series II-R-4026, 2.16% due 10/01/2023 (f)(j) 2,275 14,070 Municipal Securities Trust Certificates, Washington State Motor Vehicle Fuel Tax, GO, VRDN, Series 2001-112, Class A, 2.23% due 1/07/2021 (j) 14,070 4,965 Port of Seattle, Washington, Revenue Bonds, MERLOTS, VRDN, AMT, Series B04, 2.40% due 9/01/2015 (b)(j) 4,965 1,000 Port of Seattle, Washington, Revenue Refunding Bonds, FLOATS, VRDN, Series 1028, 2.16% due 7/01/2033 (f)(j) 1,000 4,965 Seattle, Washington, Water System Revenue Refunding Bonds, ROCS, VRDN, Series II-R-4006, 2.16% due 9/01/2022 (f)(j) 4,965 23,500 Snohomish County, Washington, Public Utility District Number 001, Electric Revenue Bonds (Generation System), VRDN, 2.28% due 1/01/2025 (f)(j) 23,500 3,480 Spokane County, Washington, Spokane School District Number 081, GO, ROCS, VRDN, Series II-R-4000, 2.16% due 12/01/2019 (e)(j) 3,480 5,635 Tacoma, Washington, Convention Center and Parking Revenue Bonds, ROCS, VRDN, Series II-R-2144, 2.32% due 12/01/2022 (f)(j) 5,635 14,020 Tacoma, Washington, Water Revenue Refunding Bonds, FLOATS, VRDN, Series 555, 2.16% due 12/01/2009 (b)(j) 14,020 Washington State, GO, PUTTERS, VRDN (j): 15,075 Series 333, 2.19% due 12/01/2014 (f) 15,075 5,960 Series 747, 2.16% due 1/01/2013 (e) 5,960 4,485 Series 749, 2.16% due 1/01/2013 (e) 4,485 Washington State, GO, Refunding, MERLOTS, VRDN (f)(j): 5,230 Series A05, 2.35% due 1/01/2013 5,230 12,865 Series A57, 2.35% due 1/01/2011 12,865 Washington State Housing Finance Commission, M/F Housing Revenue Bonds, VRDN, AMT (j): 6,400 (Arbors on the Park Project), 2.45% due 10/01/2024 6,400 9,305 (Courtside Apartments Project), 2.22% due 1/01/2026 9,305 Washington State Public Power Supply Systems, Electric Revenue Refunding Bonds (Project Number 2), VRDN (f)(j): 17,505 Series 2A-1, 2.28% due 7/01/2012 17,505 11,440 Series 2A-2, 2.28% due 7/01/2012 11,440 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Schedule of Investments (concluded) Master Tax-Exempt Trust (In Thousands) Face State Amount Municipal Bonds Value West Virginia-- $ 10,695 ABN Amro Munitops Certificates Trust, West Virginia State, GO, VRDN, Series 0.2% 2000-12, 2.33% due 6/04/2008 (f)(j) $ 10,695 11,220 Hancock County, West Virginia, County Commission, IDR, Refunding (The BOC Group Inc. Project), VRDN, 2.12% due 8/01/2005 (j) 11,220 Wisconsin--1.1% 16,000 Carlton, Wisconsin, PCR, Refunding (Wisconsin Power and Light Company Project), VRDN, Series B, 2.50% due 9/01/2005 (j) 16,000 14,850 Eagle Tax-Exempt Trust, Wisconsin Ball Park, VRDN, Series 98, Class 4901, 2.32% due 12/15/2026 (j) 14,850 5,000 Eagle Tax-Exempt Trust, Wisconsin State, GO, Refunding, VRDN, Series 2004-1009, Class A, 2.16% due 5/01/2008 (b)(j) 5,000 3,170 Hartland, Wisconsin, IDR (Commercial Communications Inc. Project), VRDN, AMT, 2.25% due 8/01/2009 (j) 3,170 2,690 Manitowoc, Wisconsin, Electric Revenue Bonds, ROCS, VRDN, Series II-R-2177, 2.16% due 10/01/2024 (b)(j) 2,690 4,545 Milwaukee, Wisconsin, GO, PUTTERS, VRDN, Series 762, 2.16% due 2/15/2013 (e)(j) 4,545 57,570 Wisconsin State, GO, CP, 2% due 4/06/2005 57,570 6,065 Wisconsin State, Transportation Revenue Refunding Bonds, ROCS, Series II-R-2180, 1.84% due 7/01/2025 (e)(j) 6,065 Wyoming--1.2% 12,960 Lincoln County, Wyoming, PCR, Refunding (PacifiCorp Projects), VRDN, 2.24% due 11/01/2024 (a)(j) 12,960 16,960 Sweetwater County, Wyoming, PCR, Refunding (PacifiCorp Project), VRDN, 2.24% due 11/01/2024 (a)(j) 16,960 83,000 Wyoming State Education Fund, TRAN, 3% due 6/24/2005 83,275 Puerto Rico--0.3% 12,800 Puerto Rico Electric Power Authority, Power Revenue Bonds, MSTR, VRDN, Series SGA-43, 2.23% due 7/01/2022 (f)(j) 12,800 Puerto Rico Government Development Bank, CP: 8,712 2.05% due 4/12/2005 8,712 10,000 2.15% due 5/02/2005 10,000 Total Investments (Cost--$9,920,471*)--101.8% 9,920,471 Liabilities in Excess of Other Assets--(1.8%) (170,664) ----------- Net Assets--100.0% $ 9,749,807 =========== * Cost for federal income tax purposes. (a) AMBAC Insured. (b) FGIC Insured. (c) FHLMC Collateralized. (d) FNMA Collateralized. (e) FSA Insured. (f) MBIA Insured. (g) CIFG Insured. (h) Radian Insured. (i) XL Capital Insured. (j) Security may have a maturity of more than one year at time of issuance, but has variable rate and demand features which qualify it as a short-term security. The rate disclosed is that currently in effect. This rate changes periodically based upon prevailing market rates. (k) Prerefunded. See Notes to Financial Statements. CMA TAX-EXEMPT FUND, MARCH 31, 2005 Statement of Assets and Liabilities Master Tax-Exempt Trust As of March 31, 2005 Assets Investments in unaffiliated securities, at value (identified cost--$9,920,470,700) $ 9,920,470,700 Cash 234,776 Receivables: Interest $ 49,204,892 Contributions 117,386 49,322,278 --------------- Prepaid expenses 31,398 --------------- Total assets 9,970,059,152 --------------- Liabilities Payables: Securities purchased 218,980,582 Investment adviser 977,753 Other affiliates 101,693 220,060,028 --------------- Accrued expenses and other liabilities 192,111 --------------- Total liabilities 220,252,139 --------------- Net Assets Net assets $ 9,749,807,013 =============== Net Assets Consist of Investors' capital $ 9,749,807,013 --------------- Net Assets $ 9,749,807,013 =============== See Notes to Financial Statements. CMA TAX-EXEMPT FUND, MARCH 31, 2005 Statement of Operations Master Tax-Exempt Trust For the Year Ended March 31, 2005 Investment Income Interest and amortization of premium and discount earned $ 146,570,995 Expenses Investment advisory fees $ 13,303,547 Accounting services 1,292,053 Custodian fees 244,045 Professional fees 106,058 Pricing fees 64,779 Trustees' fees and expenses 58,529 Printing and shareholder reports 46,633 Other 92,450 --------------- Total expenses 15,208,094 --------------- Investment income--net 131,362,901 --------------- Realized Loss--Net Realized loss on investments--net (941,838) --------------- Net Increase in Net Assets Resulting from Operations $ 130,421,063 =============== See Notes to Financial Statements. CMA TAX-EXEMPT FUND, MARCH 31, 2005 Statements of Changes in Net Assets Master Tax-Exempt Trust For the Year Ended March 31, Increase (Decrease) in Net Assets: 2005 2004 Operations Investment income--net $ 131,362,901 $ 98,514,257 Realized loss--net (941,838) (272,665) ---------------- ---------------- Net increase in net assets resulting from operations 130,421,063 98,241,592 ---------------- ---------------- Capital Transactions Proceeds from contributions 42,296,733,453 38,210,930,891 Fair value of withdrawals (42,929,977,629) (38,647,721,740) ---------------- ---------------- Net decrease in net assets derived from capital transactions (633,244,176) (436,790,849) ---------------- ---------------- Net Assets Total decrease in net assets (502,823,113) (338,549,257) Beginning of year 10,252,630,126 10,591,179,383 ---------------- ---------------- End of year $ 9,749,807,013 $ 10,252,630,126 ================ ================ See Notes to Financial Statements. Financial Highlights Master Tax-Exempt Trust For the Period For the Year Ended February 13, 2003++ The following per share data and ratios have been derived March 31, to March 31, from information provided in the financial statements. 2005 2004 2003 Total Investment Return Total investment return 1.33% .94% .68%* ============== ============== ============== Ratios to Average Net Assets Expenses .15% .15% .21%* ============== ============== ============== Investment income and realized gain (loss)--net 1.31% .94% 1.04%* ============== ============== ============== Supplemental Data Net assets, end of period (in thousands) $ 9,749,807 $ 10,252,630 $ 10,591,179 ============== ============== ============== * Annualized. ++ Commencement of operations. See Notes to Financial Statements. CMA TAX-EXEMPT FUND, MARCH 31, 2005 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. 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 year ended March 31, 2004, the Trust reimbursed FAM $248,516 for certain accounting services. Certain officers and/or trustees of the Trust are officers and/or directors of FAM, PSI, and/or ML & Co. CMA TAX-EXEMPT FUND, MARCH 31, 2005 Report of Independent Registered Public Accounting Firm Master Tax-Exempt Trust To the Investors and Board of Trustees of Master Tax-Exempt Trust: We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Master Tax-Exempt Trust as of March 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the respective periods then ended. These financial statements and financial highlights are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2005, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Master Tax-Exempt Trust as of March 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the respective periods then ended, in conformity with U.S. generally accepted accounting principles. Deloitte & Touche LLP Princeton, New Jersey May 20, 2005 CMA TAX-EXEMPT FUND, MARCH 31, 2005 Officers and Trustees Number of Portfolios in Other Public Position(s) Length of Fund Complex Directorships Held with Time Overseen by Held by Name, Address & Age Fund/Trust Served Principal Occupation(s) During Past 5 Years Trustee Trustee Interested Trustee Robert C. Doll, Jr.* President 2005 to President of MLIM/FAM-advised funds since 124 Funds None P.O. Box 9011 and present 2005; President of MLIM and FAM since 2001; 163 Portfolios Princeton, Trustee Co-Head (Americas Region) thereof from 2000 NJ 08543-9011 to 2001 and Senior Vice President from 1999 Age: 50 to 2001; President and Director of Princeton Services, Inc. ("Princeton Services") since 2001; President of Princeton Administrators, L.P. ("Princeton Administrators") since 2001; Chief Investment Officer of Oppenheimer Funds, Inc. in 1999 and Executive Vice President thereof from 1991 to 1999. * Mr. Doll is a director, trustee or member of an advisory board of certain other investment companies for which MLIM or FAM acts as investment adviser. Mr. Doll is an "interested person," as defined in the Investment Company Act, of the Fund based on his current positions with MLIM, FAM, Princeton Services and Princeton Administrators, L.P. Trustees serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. As Fund/Trust President, Mr. Doll serves at the pleasure of the Board of Trustees. CMA TAX-EXEMPT FUND, MARCH 31, 2005 Officers and Trustees (continued) Number of Portfolios in Other Public Position(s) Length of Fund Complex Directorships Held with Time Overseen by Held by Name, Address & Age Fund/Trust Served Principal Occupation(s) During Past 5 Years Trustee Trustee Independent Trustees* Ronald W. Forbes Trustee 1982/2002 Professor Emeritus of Finance, School of 48 Funds None P.O. Box 9095 to present Business, State University of New York 48 Portfolios Princeton, at Albany since 2000 and Professor NJ 08543-9095 thereof from 1989 to 2000; International Age: 64 Consultant, Urban Institute from 1995 to 1999. Cynthia A. Montgomery Trustee 1994/2002 Professor, Harvard Business School since 48 Funds Newell P.O. Box 9095 to present 1989; Associate Professor, J.L. Kellogg 48 Portfolios Rubbermaid, Inc. Princeton, Graduate School of Management, Northwestern (manufacturing) NJ 08543-9095 University from 1985 to 1989; Associate Age: 52 Professor, Graduate School of Business Administration, University of Michigan from 1979 to 1985; Director, Harvard Business School of Publishing since 2005. Jean Margo Reid Trustee 2004 to Self-employed consultant since 2001; 48 Funds None P.O. Box 9095 present Counsel of Alliance Capital Management 48 Portfolios Princeton, (investment adviser) in 2000; General NJ 08543-9095 Counsel, Director and Secretary of Age: 59 Sanford C. Bernstein & Co., Inc. (investment adviser/broker-dealer) from 1997 to 2000; Secretary, Sanford C. Bernstein Fund, Inc. from 1994 to 2000; Director and Secretary of SCB, Inc. since 1998; Director and Secretary of SCB Partners, Inc. since 2000; Director of Covenant House from 2001 to 2004. Roscoe S. Suddarth Trustee 2000/2002 President, Middle East Institute from 48 Funds None P.O. Box 9095 to present 1995 to 2001; Foreign Service Officer, 48 Portfolios Princeton, United States Foreign Service from 1961 NJ 08543-9095 to 1995; Career Minister from 1989 to Age: 69 1995; Deputy Inspector General, U.S. Department of State from 1991 to 1994; U.S. Ambassador to The Hashemite Kingdom of Jordan from 1987 to 1990. Richard R. West Trustee 1981/2002 Professor of Finance from 1984 to 1995, 48 Funds Bowne & Co., P.O. Box 9095 to present Dean from 1984 to 1993 and since 1995 48 Portfolios Inc. (financial Princeton, Dean Emeritus of New York University printers); NJ 08543-9095 Leonard N. Stern School of Business Vornado Age: 67 Administration. Realty Trust (real estate company); Alexander's, Inc. (real estate company) Edward D. Zinbarg Trustee 2000/2002 Self-employed financial consultant since 48 Funds None P.O. Box 9095 to present 1994; Executive Vice President of The 48 Portfolios Princeton, Prudential Insurance Company of America NJ 08543-9095 from 1988 to 1994; former Director of Age: 70 Prudential Reinsurance Company and former Trustee of The Prudential Foundation. * Trustees serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. CMA TAX-EXEMPT FUND, MARCH 31, 2005 Officers and Trustees (concluded) Position(s) Length of Held with Time Name, Address & Age Fund/Trust Served Principal Occupation(s) During Past 5 Years Fund Officers* Donald C. Burke Vice 1993/2002 First Vice President of MLIM and FAM since 1997 and Treasurer thereof since P.O. Box 9011 President to present 1999; Senior Vice President and Treasurer of Princeton Services since 1999 Princeton, and and and Director since 2004; Vice President of FAMD since 1999; Vice President NJ 08543-9011 Treasurer 1999 to of MLIM and FAM from 1990 to 1997; Director of Taxation of MLIM from 1990 Age: 44 present to 2001; Vice President, Treasurer and Secretary of the IQ Funds since 2004. Kenneth A. Jacob Senior 2002 to Managing Director of MLIM since 2000; Director (Tax-Exempt Fund Management) P.O. Box 9011 Vice present of MLIM from 1997 to 2000. Princeton, President NJ 08543-9011 Age: 54 John M. Loffredo Senior 2002 to Managing Director of MLIM since 2000; Director (Tax-Exempt Fund Management) P.O. Box 9011 Vice present of MLIM from 1998 to 2000. Princeton, President NJ 08543-9011 Age: 41 Peter J. Hayes Vice 1989/2002 Managing Director of MLIM since 2000; Director (Tax-Exempt Fund Management) P.O. Box 9011 President to present of MLIM from 1997 to 2000. Princeton, NJ 08543-9011 Age: 45 Jeffrey Hiller Chief 2004 to Chief Compliance Officer of the MLIM/FAM-advised funds and First Vice P.O. Box 9011 Compliance present President and Chief Compliance Officer of MLIM (Americas Region) since 2004; Princeton, Officer Chief Compliance Officer of the IQ Funds since 2004; Global Director of NJ 08543-9011 Compliance at Morgan Stanley Investment Management from 2002 to 2004; Age: 53 Managing Director and Global Director of Compliance at Citigroup Asset Management from 2000 to 2002; Chief Compliance Officer at Soros Fund Management in 2000; Chief Compliance Officer at Prudential Financial from 1995 to 2000; Senior Counsel in the Commission's Division of Enforcement in Washington, D.C. from 1990 to 1995. Alice A. Pellegrino Secretary 2004 to Director (Legal Advisory) of MLIM since 2002; Vice President of MLIM from P.O. Box 9011 present 1999 to 2002; Attorney associated with MLIM since 1997; Secretary of MLIM, Princeton, FAM, FAMD and Princeton Services since 2004. NJ 08543-9011 Age: 45 * Officers of the Fund/Trust serve at the pleasure of the Board of Trustees. Further information about the Fund's Officers and Trustees is available in the Fund's Statement of Additional Information, which can be obtained without charge by calling 1-800-MER-FUND. 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). Effective January 1, 2005, Terry K. Glenn, President and Trustee and Kevin A. Ryan, Trustee of CMA Tax-Exempt Fund and Master Tax-Exempt Trust retired. The Fund's/Trust's Board of Trustees wishes Messrs. Glenn and Ryan well in their retirements. Effective January 1, 2005, Robert C. Doll, Jr. became President and Trustee of the Fund and the Trust. CMA TAX-EXEMPT FUND, MARCH 31, 2005 Item 2 - Code of Ethics - The registrant has adopted a code of ethics, as of the end of the period covered by this report, that applies to the registrant's principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. A copy of the code of ethics is available without charge upon request by calling toll-free 1-800-MER-FUND (1-800-637-3863). Item 3 - Audit Committee Financial Expert - The registrant's board of directors has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent: (1) Ronald W. Forbes, (2) Richard R. West, and (3) Edward D. Zinbarg. Item 4 - Principal Accountant Fees and Services CMA Tax-Exempt Fund (a) Audit Fees - Fiscal Year Ending March 31, 2005 - $6,500 Fiscal Year Ending March 31, 2004 - $6,200 (b) Audit-Related Fees - Fiscal Year Ending March 31, 2005 - $0 Fiscal Year Ending March 31, 2004 - $0 (c) Tax Fees - Fiscal Year Ending March 31, 2005 - $5,700 Fiscal Year Ending March 31, 2004 - $5,200 The nature of the services include tax compliance, tax advice and tax planning. (d) All Other Fees - Fiscal Year Ending March 31, 2005 - $0 Fiscal Year Ending March 31, 2004 - $0 Master Tax-Exempt Trust (a) Audit Fees - Fiscal Year Ending March 31, 2005 - $35,000 Fiscal Year Ending March 31, 2004 - $33,000 (b) Audit-Related Fees - Fiscal Year Ending March 31, 2005 - $0 Fiscal Year Ending March 31, 2004 - $0 (c) Tax Fees - Fiscal Year Ending March 31, 2005 - $6,500 Fiscal Year Ending March 31, 2004 - $6,000 The nature of the services include tax compliance, tax advice and tax planning. (d) All Other Fees - Fiscal Year Ending March 31, 2005 - $0 Fiscal Year Ending March 31, 2004 - $0 (e)(1) The registrant's audit committee (the "Committee") has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the registrant's affiliated service providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non- audit services that the Committee believes are a) consistent with the SEC's auditor independence rules and b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis ("general pre- approval"). However, such services will only be deemed pre- approved provided that any individual project does not exceed $5,000 attributable to the registrant or $50,000 for all of the registrants the Committee oversees. Any proposed services exceeding the pre-approved cost levels will require specific pre- approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. (e)(2) 0% (f) Not Applicable (g) Fiscal Year Ending March 31, 2005 - $10,018,400 Fiscal Year Ending March 31, 2004 - $16,708,160 (h) The registrant's audit committee has considered and determined that the provision of non-audit services that were rendered to the registrant's investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. Regulation S-X Rule 2-01(c)(7)(ii) - $945,000, 0% 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 - Portfolio Managers of Closed-End Management Investment Companies - Not Applicable Item 9 - Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers - Not Applicable Item 10 - Submission of Matters to a Vote of Security Holders - Not Applicable Item 11 - Controls and Procedures 11(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. 11(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 second 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 12 - Exhibits attached hereto 12(a)(1) - Code of Ethics - See Item 2 12(a)(2) - Certifications - Attached hereto 12(a)(3) - Not Applicable 12(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/ Robert C. Doll, Jr. ------------------------------- Robert C. Doll, Jr., Chief Executive Officer of CMA Tax-Exempt Fund and Master Tax-Exempt Trust Date: May 23, 2005 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/ Robert C. Doll, Jr. -------------------------------- Robert C. Doll, Jr., Chief Executive Officer of CMA Tax-Exempt Fund and Master Tax-Exempt Trust Date: May 23, 2005 By: /s/ Donald C. Burke ---------------------------- Donald C. Burke, Chief Financial Officer of CMA Tax-Exempt Fund and Master Tax-Exempt Trust Date: May 23, 2005