SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission only
(as Permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to 240.14a-12
USAA State Tax-Free Trust
(Name of Registrant as Specified In Its Charter)
Enter Company Name Here
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date filed:
USAA Letterhead
August 23, 1995
Dear Shareholder:
On October 13, 1995, a special meeting of shareholders of certain
of the USAA Family of Funds will be held to vote on several important
proposals. The enclosed materials contain information about the
proposals and a proxy to vote your shares at the meeting.
Your vote is extremely important, no matter how many shares you
own. We encourage you to complete and return the enclosed proxy as soon
as possible to ensure that you are represented at the meeting.
Among the items to be considered at the meeting are proposals to
approve changes to certain Funds' investment restrictions. These
technical changes do not affect the investment objective of any Fund and
are not expected to result in any significant changes to any Fund's
investment strategy. Moreover, these changes are consistent with regulatory
requirements applicable to the Funds and are in line with industry practice.
We believe they will modify investment limits of the Funds in a way that
recognizes the current state of the securities markets without compromising
the protections which the limitations give shareholders. The Boards of the
USAA Family of Funds believe that approval of each proposal is in the best
interest of the Funds and shareholders and unanimously recommend that
shareholders vote FOR approval of each proposal.
Voting by mail is quick and easy. Everything you need is enclosed.
To cast your vote, simply complete the enclosed proxy card. Be sure to
sign the card before mailing it in the postage-paid envelope provided.
If you have any questions before you vote, please call us toll free
at 1-800-531-8448. We'll be glad to help you get your vote in quickly.
Thank you for your participation in this important initiative for the
Funds.
Sincerely,
Michael J.C. Roth, C.F.A.
President
USAA STATE TAX-FREE TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
FLORIDA TAX-FREE INCOME FUND, FLORIDA TAX-FREE
MONEY MARKET FUND, TEXAS TAX-FREE INCOME FUND
AND TEXAS TAX-FREE MONEY MARKET FUND
To Be Held October 13, 1995
To the Shareholders:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of the Florida Tax-Free Income Fund, Florida Tax-Free Money
Market Fund, Texas Tax-Free Income Fund, and Texas Tax-Free Money Market
Fund series of USAA State Tax-Free Trust, a Delaware business trust (the
"Trust"), will be held in the Auditorium of the McDermott Building, 9800
Fredericksburg Road, San Antonio, Texas, on Friday, October 13, 1995, at
2:00 p.m., local time, for the following purposes:
1 . To elect a Board of Trustees;
2. To ratify the selection of KPMG Peat Marwick LLP as auditors
for the Trust.
Shareholders may also consider and act upon any other matters which
may properly come before the Meeting or any adjournments thereof. The
foregoing proposals are described in greater detail in the attached
proxy statement.
The close of business on August 17, 1995 has been fixed as the
record date for the determination of shareholders entitled to notice of
and vote at the Meeting and any adjournments thereof.
By Order of the Board of Trustees
MICHAEL D. WAGNER, Secretary
August 23, 1995
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
If you do not expect to attend the Meeting in person please
indicate your voting instructions on the enclosed proxy card. Date,
sign and return the proxy card in the enclosed envelope which needs no
postage if mailed in the United States. In order to avoid the
additional expense of further solicitation, please mail your proxy
promptly.
USAA STATE TAX-FREE TRUST
9800 Fredericksburg Road
San Antonio, Texas 78288
P R O X Y S T A T E M E N T
Special Meeting of Shareholders of the Florida Tax-Free
Income Fund, Florida Tax-Free Money Market Fund,
Texas Tax-Free Income Fund and
Texas Tax-Free Money Market Fund
October 13, 1995
This proxy statement is being distributed by the Board of Trustees
of USAA State Tax-Free Trust (the "Trust") to solicit proxies from
shareholders of the Florida Tax-Free Income Fund, Florida Tax-Free Money
Market Fund, Texas Tax-Free Income Fund and Texas Tax-Free Money Market
Fund (each a "Fund" and collectively the "Funds") series of the Trust
for use at a Special Meeting of Shareholders (the "Meeting") and any
adjournments thereof. The Meeting is scheduled to be held at the
McDermott Building, 9800 Fredericksburg Road, San Antonio, Texas on
October 13, 1995 at 2:00 p.m.
Any person giving a proxy may revoke it at any time prior to its
use. A shareholder may revoke a proxy by appearing at the Meeting and
voting in person, by giving written notice of revocation to the Board of
Trustees or by returning a later dated proxy. Signed proxies received
by the Board of Trustees in time for voting and not so revoked will be
voted in accordance with the instructions noted thereon. If no
instructions are given, the enclosed proxy will be voted FOR the
election of the nominees named herein as Trustees and FOR each of the
proposals described in this proxy statement.
Shareholders of record of each Fund on August 17, 1995 are entitled
to notice of and to vote at the Meeting. Each Fund is a separate
portfolio of the Trust represented by a separate series of shares of
beneficial interest, $.001 par value per share, of the Trust. As of the
record date, there were 5,469,057 shares of the Florida Tax-Free Income Fund,
54,581,317 shares of the Florida Tax-Free Money Market Fund, 683,659 shares of
the Texas Tax-Free Income Fund and 4,645,221 shares of the Texas Tax-Free
Money Market Fund issued and outstanding, with each shareholder entitled
to the same number of votes as the number of shares of capital stock
held by such shareholder.
The approval of shareholders of the Florida Tax-Free Income Fund,
Florida Tax-Free Money Market Fund, Texas Tax-Free Income Fund and Texas
Tax-Free Money Market Fund is required for each of the proposals
described in this proxy statement.
The Board of Trustees expects to make this solicitation primarily
by mail; however, in addition to the solicitation of proxies by mail the
officers and Trustees of the Trust and persons affiliated with USAA
Investment Management Company, the investment manager and underwriter
for the Funds, 9800 Fredericksburg Road, San Antonio, Texas 78288 (the
"Manager"), may, without remuneration, solicit proxies personally or by
telephone, telegram or other electronic means. The Trust also may
retain a proxy solicitation firm to assist in soliciting proxies. The
costs of retaining such a firm would depend upon the amount and type of
services rendered. The Trust does not anticipate that it will retain
such a firm in connection with the proxy solicitation for the Meeting.
The costs of solicitation and expenses incurred in connection with
preparing this proxy statement and its enclosures, including any cost of
retaining a proxy solicitation firm, will be borne by the Funds. The
Funds will reimburse brokerage firms and others for their expenses in
forwarding solicitation materials to the beneficial owners of shares of
the Funds.
With respect to each proposal, 30% of the shares of the Fund
entitled to vote, represented in person or by proxy, is required to
constitute a quorum at the Meeting. Under Delaware law, abstentions do
not constitute a vote "for" or "against" a matter but will be included
in determining the number of shares outstanding and the number of shares
present for purposes of the proposals described herein. Proposals 1 and
2 require a vote based on the votes actually cast. As a result
abstentions will assist a Fund in obtaining a quorum but will have no
effect on the outcome of Proposals 1 and 2. Broker "non-votes" (i.e.,
proxies from brokers or nominees indicating that such persons have
not received instructions from the beneficial owner or other person
entitled to vote shares on a particular matter with respect to which
the brokers or nominees do not have discretionary power) will be
treated the same as abstentions.
In the event a quorum is not present at the Meeting or in the event
a quorum is present at the Meeting but sufficient votes to approve any
of the proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further
solicitation of proxies, provided that such persons determine such an
adjournment and additional solicitation is reasonable and in the
interest of shareholders after consideration of all relevant factors,
including the nature of the relevant proposals, the percentage of votes
then cast, the percentage of negative votes then cast, the nature of the
proposed solicitation activities and the nature of the reasons for such
further solicitation. One or more of the proposals in this proxy
statement may be voted on prior to any adjournment if sufficient votes
have been received for a proposal and such vote is otherwise
appropriate. With respect to each Fund, any such adjournment will
require the affirmative vote of a majority of those shares of the Fund
present at the Meeting in person or by proxy.
This proxy statement and the accompanying Notice of Special Meeting
of Shareholders and form of proxy are being mailed on or about August
25, 1995 to shareholders of record on the record date. The Annual
Report for the fiscal year ended March 31, 1995 for each Fund may be
obtained without charge upon written request to the Trust at the address
listed above or by calling toll free 1-800-531-8448.
PROPOSAL 1
ELECTION OF TRUSTEES
The Board of Trustees of the Trust currently consists of eight
Trustees; six were elected by shareholders and two were appointed by the
Board of Trustees in accordance with the provisions of the By-laws of
the Trust. Pursuant to a policy recently adopted by the Board, each
duly elected or appointed Trustee will continue to serve as a Trustee
until the Trustee either reaches age 70 or has served 10 years in such
capacity. To ensure continuity of Board membership during the
implementation of this policy, the Board has determined to permit George
E. Brown to serve as a Trustee until December 31, 1996, and Howard L.
Freeman, Jr. to serve as a Trustee until December 31, 1999. A Trustee
of the Trust may resign or be removed by a vote of the holders of a
majority of the outstanding shares of the Trust at any time.
Under the Investment Company Act of 1940, as amended (the "1940
Act"), if at any time less than a majority of the Trustees holding
office have been elected by shareholders, the Trustees then in office
are required to call a shareholder meeting for the purpose of electing
those Trustees who have not previously been elected by shareholders. As
noted above, two of the eight Trustees of the Trust, Hansford T. Johnson
and Barbara B. Dreeben, have not been elected by shareholders, and one
Trustee, C. Dale Briscoe, has informed the Board of his intention not to
continue to serve as a Trustee after December 31, 1995. The Trustees
believe that by electing all Trustees at the Meeting, the Trust may
delay the time at which another shareholder meeting is required for the
election of Trustees, thereby saving the expense associated with holding
such a meeting.
All of the individuals named below are presently serving as
Trustees of the Trust. The shareholders are being asked to elect these
seven nominees to serve as Trustees until their successors are elected
and qualified. All shares represented by valid proxies will be voted in
the election of Trustees FOR the nominees named below, unless authority
to vote for a particular nominee is withheld. Each nominee has agreed
to serve as a Trustee if elected. If any such nominee is not available
for election at the time of the Meeting, the persons named as proxies
will vote for such substitute nominee as the Board of Trustees may
recommend. In the event any current Trustee is not elected at the
Meeting, it is anticipated that such Trustee will continue to serve
until a successor is elected and qualified.
Nominees for Election as Trustees
The following table sets forth information concerning the nominees
for election as Trustees of the Trust:
Name and Position Trustee Principal Occupation
with the Trust Since for Past 5 Years and
Current Trusteeships
----------------- -------- --------------------
* Hansford T. Johnson 1993 Director, Vice Chairman and Deputy
Trustee and Chairman Attorney-in-Fact, United Services
of the Board of Automobile Association (USAA)
Trustees and President, Chief Executive
Age: 59 Officer, Director and Vice Chairman
of the Board of Directors of USAA
Capital Corporation and of its various
subsidiaries and affiliates (9/93-
present); Chief of Staff, USAA (1/93-
8/93); Executive Vice President,
USAA (10/92-12/92); Commander-
in-Chief, CINCTRANS, Department
of Defense-Pentagon (9/89-9/92).
Mr. Johnson currently serves as a
Director or Trustee and Chairman of
the Board of three other investment
companies for which the Manager
serves as an investment adviser and
Chairman of the Boards of Directors
of USAA Investment Management
Company, USAA Shareholder
Account Services, USAA Federal
Savings Bank and USAA Real
Estate Company.
* Michael J.C. Roth 1993 Chief Executive Officer
President, Trustee and (10/93-present) and President,
Vice Chairman of the Director and Vice Chairman
Board of Trustees of the Board of Directors of
Age: 53 USAA Investment Management
Company (1/90-present); Director,
USAA Federal Savings Bank (12/83-
8/91); Director, USAA Life Insurance
Company (1/92-present). Mr. Roth
currently serves as President,
Director or Trustee and Vice Chairman
of the Board of three other
investment companies and as Trustee
and Vice Chairman of the Board of
one other investment company for
which the Manager serves as an
investment adviser. He serves as
President, Director, and Vice
Chairman of USAA Shareholder Account
Services.
*John W. Saunders, Jr. 1993 Senior Vice President and Director,
Trustee, Vice President USAA Investment Management
and Chairman of the Company (10/85-present); Director
Pricing and Investment BHC Financial, Inc. and BHC
Committee Securities, Inc. (1/87-present).
Age: 60 Mr.Saunders currently serves as
Director or Trustee and Vice
President of three other investment
companies and as Vice
President of one other investment
company for which the Manager
serves as an investment adviser.
He serves as Senior Vice President
of USAA Shareholder Account
Services.
George E. Brown 1993 Retired. Mr. Brown currently serves
Trustee and Chairman as Director or Trustee of three other
of the Corporate investment companies for which the
Governance Committee Manager serves as an investment
Age: 77 adviser.
Howard L. Freeman, Jr. 1993 Assistant General Manager for
Trustee and Chairman Finance, San Antonio City Public
of the Audit Committee Service Board (1976-present).
Age: 60 Mr. Freeman currently serves as
Director or Trustee of three other
investment companies for which the
Manager serves as an investment
adviser.
Richard A. Zucker 1993 Vice President, Beldon Roofing
Trustee and Remodeling (1985-present).
Age: 52 Mr. Zucker currently serves as
Director or Trustee of three other
investment companies for which the
Manager serves as an investment
adviser.
Barbara B. Dreeben 1994 President, Postal Addvantage (7/92-
Trustee present); Consultant, Nancy Harkins
Age: 50 Stationer (8/91-present); Merchandise
Manager, Nancy Harkins Stationer
(7/82-8/91). Mrs. Dreeben currently
serves as Director or Trustee of three
other investment companies for which
the Manager serves as an investment
adviser.
As of June 30, 1995, the Trustees and executive officers of the Trust,
individually and as a group, do not own any shares of the Florida Tax-
Free Income Fund, the Florida Tax-Free Money Market Fund, the Texas Tax-
Free Income Fund, and the Texas Tax-Free Money Market Fund.
---------------------
* Individual who is deemed to be an "interested person" of the Trust
under the 1940 Act because of his affiliation with the Manager.
Executive Officers
The following table sets forth information concerning the executive
officers of the Trust:
Name and Position Executive Principal
with the Trust Officer Occupation for Past
Since 5 Years
------------------ --------- ------------------------
Michael J.C. Roth 1993 See preceding table.
President and Vice
Chairman of the
Board of Trustees
John W. Saunders, Jr. 1993 See preceding table.
Vice President
Michael D. Wagner 1993 Vice President, Corporate Counsel
Secretary USAA (1982-present). Mr. Wagner
Age: 47 held various positions in the
legal department of USAA since
1970 and currently serves as
Vice President, Secretary and
Counsel for USAA Investment
Management Company and USAA
Shareholder Account Services.
Mr. Wagner currently serves
as Secretary for three other
investment companies for which
the Manager serves as an investment
adviser, and as Vice President,
Corporate Counsel for various
other USAA subsidiaries and
affiliates.
Sherron Kirk 1993 Vice President, Controller, USAA
Treasurer Investment Management Company
Age: 50 (10/92-present); Vice President,
Corporate Financial Analysis, USAA
(9/92-10/92); Assistant Vice President,
Financial Plans and Support, USAA
(8/91-9/92); Assistant Vice President,
Real Estate Accounting, USAA Real Estate
Company (5/90-7/91). Ms. Kirk currently
serves as Treasurer of three other
investment companies for which
the Manager serves as an investment
adviser and as Vice President, Controller
of USAA Shareholder Account Services.
Board Meetings and Committees
The Board of Trustees has four committees: an Executive Committee,
an Audit Committee, a Pricing and Investment Committee and a Corporate
Governance Committee. Between the meetings of the Board of Trustees and
while the Board is not in session, the Executive Committee may exercise
all of the powers of the Board of Trustees in the management of the
business of the Trust which may be delegated to it by the Board. The
Executive Committee consists of four Trustees, currently Messrs.
Johnson, Roth, Saunders and Freeman.
The Audit Committee consists of four Trustees, currently Messrs.
Brown, Freeman and Zucker and Mrs. Dreeben, none of whom is an
"interested person" of the Trust. The Audit Committee (a) selects an
external auditor; (b) reviews and approves an annual audit plan; (c)
reviews annual financial statements; (d) reviews the reports of the
auditors; and (e) undertakes such studies and analyses of various
matters as shall from time to time be deemed necessary by the Board of
Trustees, and makes appropriate recommendations to the Board of Trustees
on such matters.
The Pricing and Investment Committee consists of four Trustees,
currently Messrs. Saunders, Brown, Briscoe and Zucker. The Pricing and
Investment Committee (a) acts upon and deals with certain questions,
issues, and matters which may arise under Rule 2a-7 and the "Procedures
to Stabilize Net Asset Value" adopted by the Trust as it impacts money
market funds; and (b) considers and acts upon such investment issues and
matters as may be presented relevant to the Funds.
The Corporate Governance Committee consists of all the Trustees who
are not "interested persons" of the Trust. Its purpose is to maintain
oversight of the organization and performance of the Board of Trustees;
to evaluate the effectiveness of the Board and to ensure that the Board
conducts itself ethically and in accordance with applicable laws; to
maintain a policy on Board tenure and term limitations for independent
Trustees; to recommend candidates to fill vacancies for independent
trusteeship positions of the Board; and to consider and act upon such
other issues as may be presented to it by the Board.
During the fiscal year ended March 31, 1995, the Board of Trustees
met six times, the Executive Committee met twice, the Audit Committee
met three times, the Pricing and Investment Committee met five times and
the Corporate Governance Committee met once since its creation in May
1995. Each Trustee attended 75% or more of the total number of meetings
of the Board and any committee on which he or she served.
Compensation of Trustees and Executive Officers
The executive officers and "interested" Trustees of the Trust, as
defined in Section 2(a)(19) of the 1940 Act, receive no direct
compensation from the Trust. Such executive officers and "interested"
Trustees of the Trust receive compensation from USAA or the Manager.
Trustees and committee members who are not "interested persons" are
compensated on the basis of an annual retainer of $3,500 for the Trust.
The fee for attending a regular or special Board Meeting is $500. All
Funds in the USAA Family of Funds meet on a combined basis for regular
meetings and the meeting fee is allocated evenly among the total number
of Funds represented at the meeting. An annual retainer of $500 from
the Trust for serving on one or more committees is paid plus
reimbursement for reasonable expenses incurred in attending any Board or
committee meetings. Beginning in September of 1995, all compensation paid
to the Trustees will be used to acquire shares of one or more USAA Funds
within the USAA Family of Funds under an automatic investment program
for Trustees. The following table sets forth information concerning
the compensation of the Trustees of the Trust for the fiscal
year ended March 31, 1995.
Name Aggregate Total
of Compensation from Compensation from
Trustee the Trust the USAA Family
of Funds (c)
-------- ------------ ------------------
George E. Brown (a) $4,281 $18,500
Barbara B. Dreeben 4,281 18,500
Howard L. Freeman, Jr. 4,281 18,500
Hansford T. Johnson None (b) None (b)
Michael J.C. Roth None (b) None (b)
John W. Saunders, Jr. None (b) None (b)
Richard A. Zucker 4,281 18,500
_________________
(a) The USAA Family of Funds has accrued deferred compensation for Mr.
Brown in an amount (plus earnings thereon) of $20,118. The
compensation was deferred by Mr. Brown pursuant to a non-qualified
Deferred Compensation Plan, under which deferred amounts accumulate
interest quarterly based on the annualized U. S. Treasury Bill rate
in effect on the last day of the quarter. Amounts deferred and
accumulated earnings thereon are not funded and are general
unsecured liabilities of the USAA Funds until paid. The Deferred
Compensation Plan was terminated in 1988, and no compensation has
been deferred by any Trustee/Director of the USAA Family of Funds
since the Plan was terminated.
(b) Hansford T. Johnson, Michael J.C. Roth, and John W. Saunders, Jr.
are affiliated with the Trust's investment adviser and,
accordingly, receive no remuneration from the Trust or any other
Fund of the USAA Family of Funds.
(c) At March 31, 1995, the USAA Family of Funds consisted of 4
registered investment companies offering 29 individual funds. Each
Trustee presently serves as Trustee or Director of each investment
company in the USAA Family of Funds. In addition, Michael J. C.
Roth presently serves as Trustee of USAA Life Investment Trust, a
registered investment company advised by USAA Investment Management
Company, consisting of five funds offered to investors in a fixed
and variable annuity contract with USAA Life Insurance Company.
Mr. Roth receives no compensation as Trustee of USAA Life
Investment Trust.
Share Ownership of Management and Certain Beneficial Owners
As of June 30, 1995, USAA, a reciprocal interinsurance exchange,
beneficially owned directly or indirectly through one or more of its
affiliates 5,490 shares (.1%) of the Florida Tax-Free Income Fund;
52,510 shares (.1%) of the Florida Tax-Free Money Market Fund; 220,585
shares (32.5%) of the Texas Tax-Free Income Fund and 2,164,142 shares
(47.0%) of the Texas Tax-Free Money Market Fund. The address of USAA
and its affiliates is 9800 Fredericksburg Road, San Antonio, Texas
78288.
The following table identifies all other persons, who as of June
30, 1995, held of record or owned beneficially 5% or more of any of the
Funds' shares.
Name and Address of
Title of Class Beneficial Owner Percent of Class
--------------- --------------------- ---------------
Texas Tax-Free Charles A. Baker 8.7%
Money Market Fund Josephine K. Baker
2245 Christopher Lane
Burleson, TX 76028-8389
Required Vote
Those nominees for Trustee of the Trust receiving the vote of a
plurality of the votes cast at a meeting at which a quorum is present
shall be elected. Shares of all Funds shall be voted as a single class
for the election of Trustees.
PROPOSAL 2
RATIFICATION OF SELECTION OF AUDITORS
The Board of Trustees has selected the firm of KPMG Peat Marwick
LLP as auditors for the Trust for its fiscal year ending March 31, 1996.
Shareholders are being asked to ratify the selection of KPMG Peat
Marwick LLP to perform audit services for the Trust for the current
fiscal year. KPMG Peat Marwick LLP were the auditors for the Trust for
the fiscal year ended March 31, 1995.
KPMG Peat Marwick LLP are the auditors for the Manager, the other
investment companies for which the Manager serves as investment adviser,
USAA and its subsidiaries and affiliated companies. A representative of
KPMG Peat Marwick LLP is expected to attend the Meeting with the
opportunity to make a statement and/or respond to appropriate questions
from shareholders.
Required Vote
Proposal 2 requires the affirmative vote of a majority of the votes
cast at a meeting at which a quorum is present. Shares of all Funds
shall be voted as a single class. The Board of Trustees unanimously
recommends that shareholders vote FOR Proposal 2.
OTHER BUSINESS
The Board of Trustees does not know of any other matters to be
considered at the Meeting other than those referred to above. If any
other matters are properly presented to the Meeting, it is the intention
of proxy holders to vote such proxies on such matters in accordance with
their judgment.
The Funds do not hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to
the Secretary of the Trust, 9800 Fredericksburg Road, San Antonio, Texas
78288.
By Order of the Board of Trustees
Michael D. Wagner
Secretary
August 23, 1995
San Antonio, Texas
PROXY USAA STATE TAX-FREE TRUST
Special Meeting of Shareholders-October 13, 1995
PROXY SERVICES THIS PROXY IS SOLICITED ON BEHALF OF THE
POST OFFICE BOX 9149 BOARD OF TRUSTEES
FARMINGDALE, NY 11735-9856 The shareholder(s) as shown on this card
hereby appoints Michael J.C. Roth, John
W. Saunders, Jr. and George E. Brown,
and each of them, as proxies with full
power of substitution to act for and
vote on behalf of the shareholder(s)
all shares of the Fund which the
shareholder(s) would be entitled to
vote if personally present at the
Special Meeting of Shareholders of USAA
STATE TAX-FREE TRUST (the "Trust") to
be held in San Antonio, Texas on
October 13, 1995 or at any adjournment
thereof, on the following items as set
forth in the Notice of Meeting and the
Proxy Statement.
PLEASE INDICATE YOUR VOTES BY
AN "X" IN THE APPROPRIATE BOXES
BELOW
IF A CHOICE IS SPECIFIED, THIS PROXY
WILL BE VOTED AS INDICATED. IF NO
CHOICE IS SPECIFIED, THIS PROXY WILL
BE VOTED "FOR" ALL PROPOSALS. In
their discretion, the Proxies are
authorized to vote upon such other
business as may properly come before
the meeting. The Board of Trustees
recommends a vote FOR such proposals:
TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK AS FOLLOWS [X] KEEP THIS PORTION FOR YOUR RECORDS.
______________________________________________________________________________
DETACH AND RETURN THIS PORTION ONLY.
With- For 1. Election of Trustees: 1) H. Johnson, 2) M. Roth,
For hold All 3) J. Saunders, Jr., 4) G. Brown, 5) B. Dreeben,
All All Except 6) H. Freeman, Jr., 7) R. Zucker
[ ] [ ] [ ] To withold authority to vote for any individual
nominee(s) write that nominee(s) number on the line
provided below.
_________________________________________________
For Against Abstain
[ ] [ ] [ ] 2. Proposal to ratify the selection of KPMG Peat
Marwick LLP as auditors for the Trust.
IMPORTANT! Please Vote, Sign, Date, Detach and Mail in the Enclosed Envelope.
The undersigned acknowledges receipt of the Notice of Special Meeting and
Proxy Statement dated August 23, 1995. This proxy may be revoked at any time
prior to the exercise of the powers conferred by this proxy, as indicated in
the Proxy Statement.
__________________________________ __________________________________
Signature Date Signature Date
Please sign name or names exactly as printed above to authorize the voting of
your shares as indicated above. Where shares are registered with joint owners,
all joint owners should sign. Persons signing as executors, administrators,
trustees, etc., should so indicate. Corporate proxies should be signed by
authorized officer.
