Exhibit 8(d)

                               FEE WAIVER/EXPENSE
                             REIMBURSEMENT AGREEMENT

     THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (the "Agreement") is signed
as of __________________, 2003 by Fund Asset Management, L.P. (the "Manager"),
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Distributor") and WCMA
Tax-Exempt Fund (the "Fund").

     WHEREAS, the Manager has entered into an administration agreement with the
Fund whereby the Manager provides certain administrative services to the Fund;

     WHEREAS, the Manager desires to waive all or a portion of its fees and/or
reimburse direct expenses of the Fund;

     WHEREAS, the Distributor has entered into a Class 2 Distribution Plan
pursuant to 12b-1 with the Fund whereby the Distributor provides certain account
maintenance and distribution services to the Fund;

     WHEREAS, the Distributor desires to waive all or a portion of its fees
and/or reimburse direct expenses of the Fund;

     WHEREAS, the Manager and the Distributor understand and intend that the
Fund will rely on this Agreement in preparing a registration statement on Form
N-1A and in accruing the expenses of the Fund for purposes of calculating net
asset value and for other purposes, and expressly permits the Fund to do so; and

     WHEREAS, the shareholders of the Fund will benefit from the ongoing waivers
and/or reimbursements by incurring lower Fund operating expenses than they would
absent such waivers and/or reimbursements.

     NOW, THEREFORE, the Manager and the Distributor agree to waive fees and/or
reimburse direct expenses of the Fund to the extent necessary to ensure that the
net expenses for the Fund's Class ___ shares is [.___% higher than that of the
Master Tax-Exempt Trust's initial feeder fund] [equal to that of Master
Tax-Exempt Trust's initial feeder fund] for the annual period; provided,
however, in no event shall the Manager or the Distributor be required either to
waive fees in excess of the amount of fees actually charged by the Manager or
the Distributor, respectively; and further provided, in no event shall the
Manager or the Distributor be required to reimburse expenses in excess of the
amount of direct expenses actually incurred by the Fund.

     This contractual fee waiver and/or reimbursement shall be effective through
_________________________, 2004, and may be renewed for successive one year
periods upon written agreement of the Fund, the Manager and the Distributor. The
Manager and/or the Distributor may terminate its respective contractual fee
waiver and/or reimbursement upon thirty (30) days written notice to the Fund.



     IN WITNESS WHEREOF, the Manager, the Distributor and the Fund have agreed
to this Fee Waiver/Expense Reimbursement Agreement as of the day and year first
above written.


                                          FUND ASSET MANAGEMENT, L.P.


                                          By: PRINCETON SERVICES, INC.,
                                              General Partner


                                          By: __________________________________
                                              Name:
                                              Title:


                                          MERRILL LYNCH, PIERCE, FENNER & SMITH
                                                      INCORPORATED


                                          By: __________________________________
                                              Name:
                                              Title:


                                          WCMA TAX-EXEMPT FUND


                                          By: __________________________________
                                              Name:
                                              Title: