Report of Independent Auditors
To the Shareholders and
Board of Directors of
PaineWebber RMA Tax-Free Fund, Inc.
In planning and performing our audit of the
financial statements of PaineWebber RMA
Tax-Free Fund, Inc. for the year ended June
30, 2000, we considered its internal control,
including control activities for safeguarding
securities, to determine our auditing
procedures for the purpose of expressing our
opinion on the financial statements and to
comply with the requirements of Form N-
SAR, and not to provide assurance on internal
control.
The management of PaineWebber RMA Tax-
Free Fund, Inc. is responsible for establishing
and maintaining internal control. In fulfilling
this responsibility, estimates and judgments by
management are required to assess the
expected benefits and related costs of control.
Generally, internal controls that are relevant to
an audit pertain to the entitys objective of
preparing financial statements for external
purposes that are fairly presented in
conformity with generally accepted
accounting principles. Those internal controls
include the safeguarding of assets against
unauthorized acquisition, use, or disposition.
Because of inherent limitations in internal
control, misstatements due to errors or fraud
may occur and not be detected. Also,
projections of any evaluation of internal
control to future periods are subject to the risk
that internal control may become inadequate
because of changes in conditions, or that the
degree of compliance with the policies or
procedures may deteriorate.
Our consideration of internal control would
not necessarily disclose all matters in internal
control that might be material weaknesses
under standards established by the American
Institute of Certified Public Accountants. A
material weakness is a condition in which the
design or operation of one or more of the
specific internal control components does not
reduce to a relatively low level the risk that
errors or fraud in amounts that would be
material in relation to the financial statements
being audited may occur and not be detected
within a timely period by employees in the
normal course of performing their assigned
functions. However, we noted no matters
involving internal control, including control
activities for safeguarding securities, and its
operation that we consider to be material
weaknesses as defined above at June 30, 2000.
This report is intended solely for the
information and use of management, the
Board of Directors of PaineWebber RMA
Tax-Free Fund, Inc., and the Securities and
Exchange Commission and is not intended to
be and should not be used by anyone other
than these specified parties.
ERNST & YOUNG LLP
August 24, 2000
