EX-99. CERT
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Robert C. Doll, Jr., Chief Executive Officer of CMA Tax-Exempt
Fund and Master Tax-Exempt Trust, certify that:
1. I have reviewed this report on Form N-CSR of CMA Tax-Exempt Fund
and Master Tax-Exempt Trust;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash
flows) of the registrants as of, and for, the periods presented
in this report;
4. The registrants' other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Rule 30a-3(c) under the Investment
Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment
Company Act of 1940) for the registrants and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrants' disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of a date within 90 days prior to the filing
date of this report based on such evaluation; and
d) disclosed in this report any change in the registrants' internal
control over financial reporting that occurred during the second
fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially
affect, the registrants' internal control over financial
reporting; and
5. The registrants' other certifying officer(s) and I have
disclosed to the registrants' auditors and the audit committees
of the registrants' boards of directors (or persons performing
the equivalent functions):
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize, and report financial
information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants'
internal control over financial reporting.
Date: May 23, 2005
/s/ Robert C. Doll, Jr.
-------------------------
Robert C. Doll, Jr.,
Chief Executive Officer of
CMA Tax-Exempt Fund and
Master Tax-Exempt Trust
EX-99. CERT
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Donald C. Burke, Chief Financial Officer of CMA Tax-Exempt Fund
and Master Tax-Exempt Trust, certify that:
1. I have reviewed this report on Form N-CSR of CMA Tax-Exempt Fund
and Master Tax-Exempt Trust;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash
flows) of the registrants as of, and for, the periods presented
in this report;
4. The registrants' other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Rule 30a-3(c) under the Investment
Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment
Company Act of 1940) for the registrants and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrants' disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of a date within 90 days prior to the filing
date of this report based on such evaluation; and
d) disclosed in this report any change in the registrants' internal
control over financial reporting that occurred during the second
fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially
affect, the registrants' internal control over financial
reporting; and
5. The registrants' other certifying officer(s) and I have
disclosed to the registrants' auditors and the audit committees
of the registrants' boards of directors (or persons performing
the equivalent functions):
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize, and report financial
information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants'
internal control over financial reporting.
Date: May 23, 2005
/s/ Donald C. Burke
-------------------
Donald C. Burke,
Chief Financial Officer of
CMA Tax-Exempt Fund and
Master Tax-Exempt Trust