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Rule 24f-2 NOTICE FOR
PAINEWEBBER RMA TAX-FREE FUND INC.
(1933 Act File No. 2-78310)
1. The fiscal year for which the notice is filed:
July 1, 1994 to June 30, 1995
2. The number or amount of securities of the same class or series,
if any, which had been registered under the Securities Act of
1933 other than pursuant to this section but which remained
unsold at the beginning of such fiscal year:
None
3. The number or amount of securities, if any, registered during
such fiscal year other than pursuant to this section:
None.
4. The number or amount of securities sold during such fiscal year:
$8,451,980,282 representing 8,451,980,282 shares of
beneficial interest ($0.001 par value)
5. The number or amount of securities sold during such fiscal year
in reliance upon registration pursuant to this section:
$8,451,980,282 representing 8,451,980,282 shares of
beneficial interest ($0.001 par value)
6. The calculation of filing fee:
(a) The total amount of registered shares
of beneficial interest ($0.001 par
value) sold including sales load: $8,451,980,282
(b) Less the total amount of registered
shares of beneficial interest ($0.001 (8,362,807,186)
par value) redeemed or repurchased: ----------------
(c) Difference (i.e., (a) less (b)): $89,173,096
================
(d) Filing fee pursuant to section 6(b) of
1933 Act (Line (c) Amount x 1/29 of $30,749
1%): ================
Paul Schubert
Vice President
Date: August 23, 1995
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August 25, 1995
PaineWebber RMA Tax-Free Fund, Inc.
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber RMA Tax-Free Fund, Inc. ("Company") is a corporation
organized under the laws of the State of Maryland on July 2, 1982. We
understand that the Company is about to file a Rule 24f-2 Notice pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as amended, for
the purpose of making definite the number of shares of common stock which
it has registered thereunder and under the Securities Act of 1933, as
amended, and which it sold in reliance on Rule 24f-2 during its fiscal
year ended June 30, 1995.
We have, as counsel, participated in various corporate and other
proceedings relating to the Company. We have examined copies, either
certified or otherwise proved to be genuine, of its Articles of
Incorporation and By-Laws, as now in effect, the minutes of meetings of
the board of directors and other documents relating to its organization
and operation, and we are generally familiar with its corporate affairs.
Based upon the foregoing, it is our opinion that the shares of common
stock of the Company sold in reliance upon registration under Rule 24f-2
during the Company's fiscal year ended June 30, 1995, the registration of
which will be made definite by the filing of the Rule 24f-2 Notice, were
legally issued, fully paid and non-assessable. We express no opinion as
to compliance with the Securities Act of 1933, the Investment Company Act
of 1940 or applicable state securities laws in connection with the sales
of shares of common stock.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Elinor W. Gammon
-------------------------
Elinor W. Gammon
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