As filed with the Securities and Exchange Commission on May 29, 1998.
1933 Act File No. 33-65572
1940 Act File No. 811-7852
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _X_
Pre-Effective Amendment No. __
Post-Effective Amendment No. 7
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 _X_
Amendment No. 8
USAA STATE TAX-FREE TRUST
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
9800 Fredericksburg Road, San Antonio, TX 78288
-------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (210) 498-0600
--------------
Michael D. Wagner, Secretary
USAA STATE TAX-FREE TRUST
9800 Fredericksburg Road
San Antonio, TX 78288-0227
---------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
It is proposed that this filing will become effective under Rule 485
___ immediately upon filing pursuant to paragraph (b)
___ on (date) pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
_X_ on August 1, 1998, pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on (date) pursuant to paragraph (a)(2)
If appropriate, check the following box:
___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Exhibit Index on Page 138 - 139
Page 1 of 202
<PAGE>
USAA STATE TAX-FREE TRUST
CROSS REFERENCE SHEET
PART A
FORM N-1A ITEM NO. SECTION IN PROSPECTUS
1. Cover and Back Cover Pages......... Same
2. Risk/Return Summary: Investments,
Risks, and Performance ........... Main Risks of Investing in These Funds
Could the Value of Your Investment
In These Funds Fluctuate
3. Risk/Return Summary: Fee Table .... Fees and Expenses
4. Investment Objectives, Principal
Investment Strategies, and
Related Risks .................... What Are Each Fund's Investment
Objectives and Main Strategies
Fund Investments
5. Management's Discussion
of Fund Performance .............. Not Applicable
6. Management, Organization, and
Capital Structure ................ Fund Management
7. Shareholder Information ........... How to Invest
Important Information About
Purchases and Redemptions
Exchanges
Shareholder Information
8. Distribution Arrangements.......... Not Applicable
9. Financial Highlights
Information....................... Financial Highlights
<PAGE>
USAA STATE TAX-FREE TRUST
CROSS REFERENCE SHEET
PART B
FORM N-1A ITEM NO. SECTION IN STATEMENTS OF
ADDITIONAL INFORMATION
10. Cover Page and Table of
Contents......................... Same
11. Fund History...................... Description of Shares
12. Description of the Fund and
Its Investments and Risks........ Investment Policies
Investment Restrictions
Special Risk Considerations
Portfolio Transactions
13. Management of the Fund............ Trustees and Officers of the Trust
14. Control Persons and
Principal Holders
of Securities.................... Trustees and Officers of the Trust
15. Investment Advisory and
Other Services................... Trustees and Officers of the Trust
The Trust's Manager
General Information
16. Brokerage Allocation and
Other Practices.................. Portfolio Transactions
17. Capital Stock and Other
Securities....................... Description of Shares
18. Purchase, Redemption and
Pricing of Shares ............... Valuation of Securities
Conditions of Purchase and Redemption
Additional Information Regarding
Redemption of Shares
Investment Plans
19. Taxation of the Fund.............. Certain Federal Income Tax
Considerations
Florida Taxation (Florida Funds
Statement of Additional
Information only)
20. Underwriters...................... The Trust's Manager
21. Calculation of Performance
Data............................. Calculation of Performance Data
22. Financial Statements............... Cover Page
<PAGE>
PART A
Prospectuses for the
Florida Tax-Free Income, Florida Tax-Free Money Market,
Texas Tax-Free Income and Texas Tax-Free Money Market Funds
are included herein
<PAGE>
Part A
Prospectus for the
Florida Tax-Free Income Fund and
Florida Tax-Free Money Market Fund
<PAGE>
USAA FLORIDA FUNDS
USAA FLORIDA TAX-FREE INCOME FUND
USAA FLORIDA TAX-FREE MONEY MARKET FUND
PROSPECTUS
AUGUST 1, 1998
Shares of the Florida Funds are offered only to residents of the State of
Florida. The delivery of this Prospectus is not an offer in any state where
shares of the Florida Funds may not lawfully be made.
As with other mutual funds, the Securities and Exchange Commission has not
approved or disapproved of either of these Fund's shares as an investment or
determined whether this prospectus is accurate or complete. Anyone who tells
you otherwise is committing a crime.
TABLE OF CONTENTS
What Are Each Fund's Investment Objectives and Main Strategies?........... 2
Main Risks of Investing In These Funds.................................... 2
Are These Funds for You?.................................................. 3
Could the Value of Your Investment In These Funds Fluctuate?.............. 4
Fees and Expenses......................................................... 7
Fund Investments.......................................................... 9
Fund Management........................................................... 16
Using Mutual Funds in an Investment Program............................... 18
How to Invest............................................................. 19
Important Information About Purchases and Redemptions..................... 22
Exchanges................................................................. 23
Shareholder Information................................................... 24
Financial Highlights...................................................... 28
Appendix A................................................................ 30
Appendix B................................................................ 32
Appendix C................................................................ 34
<PAGE>
USAA Investment Management Company manages these Funds. For easier reading,
USAA Investment Management Company will be referred to as "we" throughout the
Prospectus.
WHAT ARE EACH FUND'S INVESTMENT OBJECTIVES AND MAIN STRATEGIES?
Each Fund has a common investment objective of providing Florida investors with
a high level of current interest income that is exempt from federal income
taxes and shares that are exempt from the Florida intangible personal property
tax. The Florida Tax-Free Money Market Fund has a further objective of
preserving capital and maintaining liquidity. Each Fund has separate investment
policies to achieve its objective.
The FLORIDA TAX-FREE INCOME FUND invests primarily in long-term,
investment-grade Florida tax-exempt securities. The Fund's average portfolio
maturity is not restricted, but is expected to be greater than 10 years.
The FLORIDA TAX-FREE MONEY MARKET FUND invests in high-quality Florida
tax-exempt securities with maturities of 397 days or less.
In view of the risks inherent in all investments in securities, there is no
assurance that these objectives will be achieved. See FUND INVESTMENTS on page
9 for more information.
MAIN RISKS OF INVESTING IN THESE FUNDS
The two primary risks of investing in these Funds are credit risk and market
risk. As with other mutual funds, losing money is an additional risk associated
with investing in these Funds.
o CREDIT RISK involves the possibility that a borrower cannot make timely
interest and principal payments on its securities.
o MARKET RISK involves the possibility that the value of each Fund's
investments will decline due to an increase in interest rates, or to
adverse changes in supply and demand for municipal securities, or other
market factors.
These credit and market risks may be magnified because each Fund concentrates
in Florida tax-exempt securities.
IF INTEREST RATES INCREASE: the yield of each Fund may increase and the market
value of the Florida Tax-Free Income Fund's securities will likely decline,
adversely affecting the net asset value and total return.
IF INTEREST RATES DECREASE: the yield of each Fund may decrease and the market
value of the Florida Tax-Free Income Fund's securities may increase,
2
<PAGE>
which would likely increase the Fund's net asset value and total return. The
Florida Tax-Free Money Market Fund's total return may decrease.
As you consider an investment in any Fund, you should also take into account
your tolerance for the daily fluctuations of the financial markets and whether
you can afford to leave your money in this investment for long periods of time
to ride out down periods.
An investment in either Fund is not a deposit of USAA Federal Savings Bank and
is not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the Florida Tax-Free Money Market Fund
seeks to preserve the value of your investment at $1 per share, it is possible
to lose money by investing in that Fund.
[CAUTION LIGHT]
Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the main risks that you will face as a Fund shareholder.
ARE THESE FUNDS FOR YOU?
Florida Tax-Free Income Fund
This Fund might be appropriate as part of your investment portfolio if . . .
|X| You need steady income.
|X| You are willing to accept moderate risk.
|X| You are looking for a long-term investment.
|X| You need an investment that provides tax-free income.
This Fund MAY NOT be appropriate as part of your investment portfolio if . . .
|X| You are unable or reluctant to invest for a period of four years or more.
|X| Your primary goal is to maximize long-term growth.
|X| Your current tax situation does not allow you to benefit from tax-exempt
income.
|X| You are seeking an appropriate investment for an IRA, through a 401(k) plan
or 403(b) plan, or other tax-sheltered account.
Florida Tax-Free Money Market Fund
This Fund might be appropriate as part of your investment portfolio if . . .
|X| You need to preserve principal.
|X| You want a low risk investment.
|X| You need your money back within a short period.
|X| You need an investment that provides tax-free income.
|X| You would like checkwriting privileges on the account.
|X| You are looking for an investment in a money market fund to balance your
stock or long-term bond portfolio.
3
<PAGE>
This Fund MAY NOT be appropriate as part of your investment portfolio if . . .
|X| Your primary goal is long-term growth.
|X| Your current tax situation does not allow you to benefit from tax-exempt
income.
|X| You need a high total return to achieve your goals.
If you feel neither of these Funds are right for you, refer to APPENDIX C on
page 34 for a complete list of the USAA Family of No-Load Mutual Funds.
COULD THE VALUE OF YOUR INVESTMENT IN THESE FUNDS FLUCTUATE?
Yes, it could. In fact, the value of your investment in the Florida Tax-Free
Income Fund likely will increase or decrease. However, we manage the Florida
Tax-Free Money Market Fund in accordance with strict Securities and Exchange
Commission guidelines designed to preserve the Fund's value at $1 per share.
The value of the securities in which the Florida Tax-Free Income Fund invests
typically fluctuates inversely with changes in the general level of interest
rates. Changes in the creditworthiness of issuers and changes in other market
factors such as the relative supply of and demand for tax-exempt bonds also
create value fluctuations. The bar charts shown below illustrate the Funds'
volatility and performance from year to year over the life of the Funds.
TOTAL RETURN
All mutual funds must use the same formulas to calculate total return.
Florida Tax-Free Income Fund
TOTAL RETURN
MEASURES THE
PRICE CHANGE
IN A SHARE
ASSUMING THE
REINVESTMENT
OF ALL DIVIDEND
INCOME AND
CAPITAL GAIN
DISTRIBUTIONS.
[BAR CHART]
CALENDAR TOTAL RETURN
YEAR PERCENTAGE
1993* .78
1994 -10.04
1995 18.90
1996 4.38
1997 11.16
*FUND COMMENCED OPERATIONS OCTOBER 1, 1993.
4
<PAGE>
THE FLORIDA TAX-FREE INCOME FUND'S TOTAL RETURN FOR THE THREE-MONTH PERIOD
ENDED MARCH 31, 1998, WAS 1.05%
During the five-year period shown in the bar chart, the highest total return
for a quarter was 8.34% (quarter ending March 31, 1995) and the lowest total
return for a quarter was -8.93% (quarter ending March 31, 1994).
The table below shows how the Fund's average annual returns for the one year
and the life of the Fund compare to those of a broad-based securities market
index. Remember, historical performance does not necessarily indicate what will
happen in the future.
===============================================================================
Average Annual Total Returns Since Fund's
(for the periods ending Past Inception on
December 31, 1997) 1 Year October 1, 1993
- -------------------------------------------------------------------------------
Florida Tax-Free
Income Fund 11.16% 5.40%
- -------------------------------------------------------------------------------
Lehman Bros. Municipal
Bond Index* 9.19% 6.13%
===============================================================================
* THE LEHMAN BROS. MUNICIPAL BOND INDEX IS AN UNMANAGED BENCHMARK OF TOTAL
RETURN PERFORMANCE FOR THE LONG-TERM, INVESTMENT-GRADE, TAX-EXEMPT BOND
MARKET.
Florida Tax-Free Money Market Fund
[BAR CHART]
CALENDAR TOTAL RETURN
YEAR PERCENTAGE
1993* .48
1994 2.49
1995 3.57
1996 3.24
1997 3.33
*FUND COMMENCED OPERATIONS OCTOBER 1, 1993.
THE FLORIDA TAX-FREE MONEY MARKET FUND'S TOTAL RETURN FOR THE THREE-MONTH
PERIOD ENDED MARCH 31, 1998, WAS .75%
5
<PAGE>
During the five-year period shown in the bar chart, the highest total return
for a quarter was .93% (quarter ending June 30, 1995) and the lowest total
return for a quarter was .47% (quarter ending March 31, 1994).
YIELD
YIELD IS THE
ANNUALIZED NET
INCOME OF THE
FUND DURING A
SPECIFIED PERIOD
AS A PERCENTAGE
OF THE FUND'S
SHARE PRICE.
All mutual funds must use the same formulas to calculate yield and effective
yield.
Florida Tax-Free Income Fund
The Florida Tax-Free Income Fund may advertise performance in terms of a 30-day
yield quotation or a tax equivalent yield. The Fund's 30-day yield for the
period ended March 31, 1998, was 4.75%.
Florida Tax-Free Money Market Fund
EFFECTIVE YIELD
IS CALCULATED
SIMILAR TO
THE YIELD,
HOWEVER, WHEN
ANNUALIZED,
THE INCOME
EARNED IS
ASSUMED TO BE
REINVESTED.
The Florida Tax-Free Money Market Fund typically advertises performance in
terms of a 7-day yield and effective yield or tax equivalent yield and may
advertise total return. The 7-day yield quotation more closely reflects current
earnings of the Fund than the total return quotation. The effective yield will
be slightly higher than the yield because of the compounding effect of the
assumed reinvestment. Current yields and effective yields fluctuate daily and
will vary with factors such as interest rates and the quality, length of
maturities, and type of investments in the portfolio. The Fund's 7-day yield
for the period ended March 31, 1998, was 3.30%.
You may obtain the most current yield information for the Funds by calling
1-800-531-8777.
TAX EQUIVALENT YIELD
Investors use tax equivalent yields to compare taxable and tax-exempt fixed
income investments using a common yield measure. The tax equivalent yield is
the yield that a fully taxable investment must generate to earn the same
"take-home" yield as a tax-exempt investment. The calculation depends upon your
federal and Florida Intangibles Tax rates and assumes that an investor can
fully itemize deductions on his or her federal tax return. The higher your
marginal tax bracket, the higher will be the tax equivalent yield and the more
valuable is the Fund's tax exemption.
For example, if you assume a federal marginal tax rate of 36% and a Florida
Intangibles Tax Effect of .12%, the Effective Marginal Tax Rate would be
36.08%. Using this tax rate, the Funds' tax equivalent yields for the period
ending March 31, 1998, would be as follows:
6
<PAGE>
===============================================================================
Yield Tax Equivalent Yield
- -------------------------------------------------------------------------------
Florida Tax-Free Income Fund (30 day) 4.75% 7.43%
- -------------------------------------------------------------------------------
Florida Tax-Free Money Market Fund (7 day) 3.30% 5.16%
===============================================================================
Using the example, to exceed the 30-day yield of the Florida Tax-Free Income
Fund on an after-tax basis, you must find a fully taxable investment that
yields more than 7.43%. Likewise, to exceed the 7-day yield of the Florida
Tax-Free Money Market Fund, you must find a fully taxable investment that
yields more than 5.16%.
For more information on calculating tax equivalent yields, see APPENDIX B on
page 32.
[TELEPHONE GRAPHIC]
TouchLINE (R)
1-800-531-8777
PRESS
1
THEN
1
THEN
6 7 #
Please consider performance information in light of the Funds' investment
objectives and policies and market conditions during the reported time periods.
Again, you must remember that historical performance does not necessarily
indicate what will happen in the future. The value of your shares may go up or
down. For the most current price, yield, and return information for these
Funds, you may call TouchLINE(R) at 1-800-531-8777. Press 1 for the Mutual Fund
Menu, press 1 again for prices, yields, and returns. Then, press 66# for the
Florida Tax-Free Income Fund or press 67# for the Florida Tax-Free Money Market
Fund when asked for a Fund Code.
FLORIDA
TAX-FREE
INCOME FUND
NEWSPAPER
SYMBOL
TxFln
TICKER
SYMBOLS
UFLTX
UFLXX
You can also find the most current price of your shares in the business section
of your newspaper in the mutual fund section under the heading "USAA Group" and
the symbol "TxFln" for the Florida Tax-Free Income Fund. If you prefer to
obtain this information from an on-line computer service, you can do so by
using the ticker symbol "UFLTX" for the Florida Tax-Free Income Fund or the
ticker symbol "UFLXX" for the Florida Tax-Free Money Market Fund.
FEES AND EXPENSES
This summary shows what it will cost you directly or indirectly to invest in
the Funds.
Shareholder Transaction Expenses -- Fees You Pay Directly
There are no fees or sales loads charged to your account when you buy or sell
Fund shares. However, if you sell shares and request your money by wire
transfer, you will pay a $10 fee. (Your bank may also charge a fee for
receiving wires.)
7
<PAGE>
Annual Fund Operating Expenses -- Fees You Pay Indirectly
Fund expenses come out of the Funds' assets and are reflected in the Funds'
share prices and dividends. "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual expenses before waivers,
if any, during the past fiscal year ended March 31, 1998, and are calculated as
a percentage of average net assets (ANA).
12B-1 FEES -
SOME MUTUAL
FUNDS CHARGE
THESE FEES
TO PAY FOR
ADVERTISING
AND OTHER
COSTS OF SELLING
FUND SHARES.
Florida Tax-Free Florida Tax-Free
Income Fund Money Market Fund
- -------------------------------------------------------------------------------
Management Fees .37% .37%
Distribution (12b-1) Fees None None
Other Expenses .14% .15%
---- ----
Total Annual Fund Operating Expenses .51% .52%
==== ====
During the year, we voluntarily limited each Fund's annual Total Fund Operating
Expenses to .50% of its ANA and reimbursed the Funds for all expenses in excess
of the limitation. With these reimbursements, the amount of the Management Fees
as a percentage of each Fund's ANA were as follows: Florida Tax-Free Income
Fund, .36%; and Florida Tax-Free Money Market Fund, .35%. We have again
voluntarily agreed to limit each Fund's annual expenses to .50% of its ANA and
will reimburse the Funds for all expenses in excess of that amount until August
1, 1999.
Example of Effect of the Funds' Operating Expenses
This example is intended to help you compare the cost of investing in one of
the Funds with the cost of investing in other mutual funds. Although your
actual costs may be higher or lower, you would pay the following expenses on a
$10,000 investment, assuming (1) 5% annual return, (2) the Fund's operating
expenses remain the same, and (3) you redeem all of your shares at the end of
those periods.
Florida Tax-Free Florida Tax-Free
Income Fund Money Market Fund
- --------------------------------------------------------------------------------
1 year $ 52 $ 53
3 years 164 167
5 years 285 291
10 years 640 653
8
<PAGE>
FUND INVESTMENTS
Principal Investment Strategies and Risks
Q What is each Funds' principal investment strategy?
A We will attempt to achieve each Fund's objective by investing each Fund's
assets primarily in securities issued by the State of Florida, its
political subdivisions and instrumentalities, and by other governmental
entities, if, in the opinion of counsel, the interest from such
obligations is excluded from gross income for federal income tax purposes
and the obligations are exempt from the Florida intangible personal
property tax.
These securities include municipal debt obligations that have been issued
by Florida and it's political subdivisions, and duly constituted state and
local authorities and corporations. We refer to these securites as Florida
tax-exempt securities. Florida tax-exempt securities are issued to fund
public infrastructure projects such as streets and highways, schools,
water and sewer systems, hospitals, and airports. They may also be issued
to refinance outstanding obligations as well as to obtain funds for
general operating expenses and for loans to other public institutions and
facilities.
Because the projects benefit the public, Congress has granted exemption
from federal income taxes for the interest income arising from these
securities. Likewise, the Florida Legislature has granted an exemption
from state intangible personal property taxes for most Florida municipal
securities.
Q What types of tax-exempt securities will be included in each Fund's
portfolio?
A Each Fund's assets may be invested in any of the following tax-exempt
securities:
o general obligation bonds which are secured by the issuer's pledge of its
full faith, credit, and taxing power for the payment of principal and
interest;
o revenue bonds which are payable from the revenue derived from a
particular facility or class of facilities or, in some cases, from
annual appropriations made by the state legislature for the repayment of
interest and principal or other specific revenue source, but not from
the general taxing power;
9
<PAGE>
o lease obligations backed by the municipality's covenant to budget for
the payments due under the lease obligation; and
o industrial development bonds issued by or on behalf of public
authorities to obtain funds for privately-operated facilities.
As a temporary defensive measure because of market, economic, political,
or other conditions, we may invest up to 100% of each Fund's assets in
short-term securities whether or not they are exempt from federal income
tax and Florida intangible personal property taxes. To the extent that
these temporary investments produce taxable income, that income may result
in that Fund not fully achieving its investment objective.
Q What are the principal risks associated with investments in tax-exempt
securities?
A The two principal risks of investing in tax-exempt securities are credit
risk and market risk.
[CAUTION LIGHT]
CREDIT RISK. Credit risk is the possibility that an issuer of a fixed
income security will fail to make timely payments of interest or
principal. We attempt to minimize the Funds' credit risks by investing in
securities considered at least investment grade at the time of purchase.
Nevertheless, even investment-grade securities are subject to some credit
risk. In addition, the ratings of securities are estimates by the rating
agencies of the credit quality of the securities. The ratings may not take
into account every risk that interest or principal will be repaid on a
timely basis.
When evaluating potential investments for the Funds, our analysts also
independently assess credit risk and its impact on the Funds' portfolio.
Securities in the lowest investment grade ratings category (BBB) have
speculative grade characteristics. Changes in economic conditions or other
circumstances are more likely to lead to a weakened capability to make
principal and interest payments on these securities than is the case for
higher-rated securities.
[CAUTION LIGHT]
MARKET RISK. As a mutual fund investing in bonds, the Funds are subject to
the risk that the market value of the bonds will decline because of rising
interest rates. Bond prices are linked to the prevailing market interest
rates. In general, when interest rates rise, the prices of bonds fall and
when interest rates fall, bond prices generally rise. The price volatility
of a bond also depends on its maturity. Generally, the longer the maturity
of a bond, the greater its sensitivity to interest rates. To compensate
investors for this higher market risk, bonds with longer maturities
generally offer higher yields than bonds with shorter maturities.
10
<PAGE>
Q What percentage of each Fund's assets will be invested in Florida
tax-exempt securities?
A During normal market conditions, at least 80% of each Fund's net assets
will consist of Florida tax-exempt securities. This policy may only be
changed by a shareholder vote.
In addition to Florida tax-exempt securities, securities issued by certain
U.S. territories and possessions such as Puerto Rico, the Virgin Islands,
and Guam are exempt from federal income tax and the state intangible
personal property tax; and as such, we may consider investing up to 20%
of each Fund's assets in these securities.
Q Are each Fund's investments diversified in many different issuers?
A Each Fund is considered diversified under the federal securities laws.
This means that we will not invest more than 5% in any one issuer with
respect to 75% of each Fund's assets. With respect to the remaining 25% of
each Fund's assets, we could invest more than 5% in any one, or more,
issuers. Purchases of securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities are not counted toward the
5% limitation. Each Fund, of course, is concentrated geographically
through the purchase of Florida tax-exempt securities.
With respect to the Florida Tax-Free Money Market Fund, strict SEC
guidelines do not permit us to invest, with respect to 75% of the Fund's
assets, greater than 10% of the Fund's total assets in securities issued
by or subject to guarantees by the same institution.
We also may not invest more than 25% of the Funds' total assets in
securities issued in connection with the financing of projects with
similar characteristics, such as toll road revenue bonds, housing revenue
bonds, or electric power project revenue bonds, or in industrial revenue
bonds which are based, directly or indirectly, on the credit of private
entities of any one industry. However, we reserve the right to invest more
than 25% of the Funds' total assets in tax-exempt industrial revenue
bonds.
Q What are the potential risks associated with concentrating such a large
portion of each Fund's assets in one state?
[CAUTION LIGHT]
A The Funds are subject to credit and market risks, as described above,
which could be magnified by the Funds' concentration in
11
<PAGE>
Florida issues. Florida tax-exempt securities may be affected by
political, economic, regulatory, or other developments that limit the
ability of Florida issuers to pay interest or repay principal in a timely
manner. Therefore, the Funds are affected by events within Florida to a
much greater degree than a more diversified national fund.
A particular development may not directly relate to the Funds' investments
but nevertheless might depress the entire market for the state's tax-
exempt securities and therefore adversely impact the Funds' valuation.
An investment in the Florida Tax-Free Money Market Fund may be riskier
than an investment in other types of money market funds because of this
concentration.
The following are examples of just some of the events that may depress
valuations for Florida tax-exempt securities for an extended period of
time:
o Changes in state laws, including voter referendums, that restrict
revenues or raise costs for issuers.
o Court decisions that affect a category of municipal bonds, such as
municipal lease obligations or electric utilities.
o Natural disasters such as floods, storms, hurricanes, droughts, fires,
or earthquakes.
o Bankruptcy or financial distress of a prominent municipal issuer within
the state.
o Economic issues that impact critical industries or large employers or
that weaken real estate prices.
o Reductions in federal or state financial aid.
o Imbalance in the supply and demand for the state's municipal securities.
o Developments that may change the tax treatment of Florida tax-exempt
securities.
In addition, because each Fund invests in securities backed by banks and
other financial institutions, changes in the credit quality of these
institutions could cause losses to a Fund and affect its share price.
Other considerations affecting the Funds' investments in Florida
tax-exempt securities are summarized in the Statement of Additional
Information under SPECIAL RISK CONSIDERATIONS.
12
<PAGE>
Q Will any portion of the distributions from the Funds be subject to federal
income taxes?
A During normal market conditions, at least 80% of each Fund's annual income
will be excluded from gross income for federal income tax purposes and the
shares will be exempt from the Florida intangible personal property tax.
This policy may only be changed by a shareholder vote. We expect that any
taxable interest income distributed will be minimal.
However, gains and losses from trading securities that occur during the
normal course of managing a fund may create capital gain or loss
distributions. The Internal Revenue Code presently treats these
distributions differently than tax-exempt interest income in the following
ways:
o Distributions of net short-term capital gains are taxable as ordinary
income.
o Distributions of net long-term capital gains are taxable as long-term
capital gains, regardless of the length of time you have held the Fund
shares.
o Both short-term and long-term capital gains are taxable whether received
in cash or reinvested in additional shares.
Q Will income from the Funds be subject to the federal alternative minimum
tax (AMT) for individuals?
A During normal market conditions, at least 80% of each Fund's annual income
will be excluded from the calculation of the federal alternative minimum
tax (AMT) for individuals. This policy may only be changed by a
shareholder vote. Since inception, the Funds have not distributed any
income that is subject to the federal AMT for individuals, and we do not
intend to invest in securities subject to the federal AMT. However, of
course, changes in federal tax laws or other unforeseen circumstances
could result in income subject to the federal AMT for individuals.
Florida Tax-Free Income Fund
Q What is the credit quality of the Fund's investments?
A Under normal market conditions, we will invest the Fund's assets so that
at least 50% of the total market value of the tax-exempt securities is
rated within the three highest long-term rating categories (A or
13
<PAGE>
higher) by Moody's Investors Service, Inc. (Moody's), Standard & Poor's
Ratings Group (S&P), or Fitch IBCA, Inc. (Fitch) or in the highest short-
term rating category by Moody's, S&P, or Fitch; or if a security is not
rated by these rating agencies, we must determine that the security is of
equivalent investment quality.
In no event will we purchase a security for the Fund unless it is rated at
least investment grade at the time of purchase. Investment-grade
securities are those securities rated within the four highest long-term
rating categories by Moody's (Baa or higher), S&P, or Fitch (BBB or
higher), or in the two highest short-term rating categories by these
rating agencies; or if unrated by these agencies, we must determine that
the securities are of equivalent investment quality.
You will find a complete description of the above tax-exempt ratings in
the Funds' Statement of Additional Information.
Q What happens if the rating of a security is downgraded to below investment
grade?
A We will determine whether it is in the best interest of the Fund's
shareholders to continue to hold the security in the Fund's portfolio. If
downgrades result in more than 5% of the Fund's net assets being invested
in securities that are less than investment-grade quality, we will take
immediate action to reduce the Fund's holdings in such securities to 5% or
less of the Fund's net assets, unless otherwise directed by the Board of
Trustees.
Q How does the portfolio manager decide which securities to buy and sell?
A We manage tax-exempt funds based on the common sense premise that our
investors value tax-exempt income over taxable capital gains
distributions. When weighing our decision to buy or sell a security, we
strive to balance the value of the tax-exempt income, the credit risk of
the issuer, and the price volatility of the bond.
Q What is the Fund's average portfolio maturity and how is it calculated?
A While the Fund's average portfolio maturity is not restricted, we expect
it to be greater than 10 years. To determine a security's maturity for
purposes of calculating the Fund's average portfolio maturity, we may
estimate the expected time in which the security's principal is to be
paid. This can be substantially shorter than its stated final maturity.
For more information on the
14
<PAGE>
method of calculating the Fund's average weighted portfolio maturity, see
INVESTMENT POLICIES in the Funds' Statement of Additional Information.
Florida Tax-Free Money Market Fund
Q What is the credit quality of the Fund's investments?
A The Fund's investments consist of securities meeting the requirements to
qualify as "eligible securities" under the SEC rules applicable to money
market funds. In general, an eligible security is defined as a security
that is:
o issued or guaranteed by the U.S. Government or any agency or
instrumentality thereof including "prerefunded" and "escrowed to
maturity" tax-exempt securities;
o rated or subject to a guarantee that is rated in one of the two highest
categories for short-term securities by at least two Nationally
Recognized Statistical Rating Organizations (NRSROs), or by one NRSRO if
the security is rated by only one NRSRO;
o unrated but issued by an issuer or guaranteed by a guarantor that has
other comparable short-term debt obligations so rated; or
o unrated but determined by us to be of comparable quality.
In addition, we must consider whether a particular investment presents
minimal credit risk.
Q Who are the Nationally Recognized Statistical Rating Organizations?
A Current NRSROs include:
o Moody's Investors Service, Inc.;
o Standard & Poor's Ratings Group;
o Fitch IBCA, Inc.;
o Duff & Phelps, Inc.; and
o Thompson BankWatch, Inc.
Q What happens if the rating of a security is downgraded?
A If the rating of a security is downgraded after purchase, we will
determine whether it is in the best interest of the Fund's shareholders to
continue to hold the security in the Fund's portfolio.
15
<PAGE>
Q Will the Fund always maintain a net asset value of $1 per share?
[CAUTION LIGHT]
A While we will endeavor to maintain a constant Fund net asset value of $1
per share, there is no assurance that we will be able to do so. Remember,
the shares are neither insured nor guaranteed by the U.S. Government. As
such, the Fund carries some risk.
For example, there is always a risk that the issuer of a security held by
the Fund will fail to pay interest or principal when due. We attempt to
minimize this credit risk by investing only in securities rated in one of
the two highest categories for short-term securities, or, if not rated, of
comparable quality, at the time of purchase. Additionally, we will not
purchase a security unless our analysts determine that the security
presents minimal credit risk.
There is also a risk that rising interest rates will cause the value of
the Fund's securities to decline. We attempt to minimize this interest
risk by limiting the maturity of each security to 397 days or less and
maintaining a dollar-weighted average portfolio maturity for the Fund of
90 days or less.
DOLLAR-
WEIGHTED
AVERAGE
PORTFOLIO
MATURITY IS
OBTAINED BY
MULTIPLYING
THE DOLLAR
VALUE OF EACH
INVESTMENT
BY THE NUMBER
OF DAYS LEFT TO
ITS MATURITY,
THEN ADDING
THOSE FIGURES TOGETHER
AND DIVIDING THE
TOTAL BY THE
DOLLAR VALUE
OF THE FUND'S
PORTFOLIO.
Finally, there is the possibility that one or more investments in the Fund
cease to be "eligible securities" resulting in the net asset value ceasing
to be $1 per share. For example, a guarantor on a security may fail to
meet a contractual obligation.
Q How does the portfolio manager decide which securities to buy and sell?
A We balance factors such as credit quality and maturity to purchase the
best relative value available in the market at any given time. While rare,
sell decisions are usually based on a change in our credit analysis or to
take advantage of an opportunity to reinvest at a higher yield.
For additional information about other securities in which we may invest each
Fund's assets, see APPENDIX A on page 30.
FUND MANAGEMENT
The Trust has retained us, USAA Investment Management Company, to serve as the
manager and distributor for the Trust. We are an affiliate of United Services
Automobile Association (USAA), a large, diversified financial services
institution. As of the date of this Prospectus, we had approximately $____
billion in total assets under management. Our mailing address is 9800
Fredericksburg Road, San Antonio, TX 78288.
16
<PAGE>
We provide management services to the Funds pursuant to an Advisory Agreement.
We are responsible for managing the Funds' portfolios (including placement of
brokerage orders) and their business affairs, subject to the authority and
supervision by the Board of Trustees. For our services, the Funds pay us an
annual fee. This fee, which is accrued daily and paid monthly, is computed as
a percentage of the aggregate average net assets of both Funds combined. This
fee is allocated between the Funds based on the relative net assets of each.
The fee is computed at one-half of one percent (.50%) of the first $50 million
of average net assets, two-fifths of one percent (.40%) of that portion of
average net assets over $50 million but not over $100 million, and three-tenths
of one percent (.30%) of that portion of average net assets in excess of $100
million. The fees we received for the fiscal year ended March 31, 1998, net of
reimbursements, were equal to .36% of average net assets for the Florida
Tax-Free Income Fund and .35% of average net assets for the Florida Tax-Free
Money Market Fund. We reimbursed the Florida Tax-Free Income Fund $10,032 and
the Florida Tax-Free Money Market Fund $20,954 for their Total Operating
Expenses in excess of the .50% limitation. We also provide services related to
selling the Funds' shares and receive no compensation for those services.
Although our officers and employees, as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.
Portfolio Managers
The following individuals are primarily responsible for managing the Funds:
FLORIDA TAX-FREE INCOME FUND
[PHOTOGRAPH OF
PORTFOLIO MANAGER]
Robert R. Pariseau
Robert R. Pariseau, Assistant Vice President of Fixed Income Investments since
June 1995, has managed the Fund since May 1995. He has 14 years investment
management experience working for us. Mr. Pariseau earned the Chartered
Financial Analyst (CFA) designation in 1987 and is a member of the Association
for Investment Management and Research (AIMR), the San Antonio Financial
Analysts Society, Inc. (SAFAS), and the National Federation of Municipal
Analysts (NFMA). He holds an MBA from Lindenwood College and a BS from the U.S.
Naval Academy.
17
<PAGE>
FLORIDA TAX-FREE MONEY MARKET FUND
[PHOTOGRAPH OF
PORTFOLIO MANAGER]
John C. Bonnell
John C. Bonnell, Executive Director of Money Market Funds since May 1996, has
managed the Fund since May 1996. He has nine years investment management
experience working for us. Mr. Bonnell earned the CFA designation in 1994 and
is a member of AIMR, SAFAS, NFMA, and the Southern Municipal Finance Society.
He holds an MBA from St. Mary's University and a BBA from the University of
Texas at San Antonio.
USING MUTUAL FUNDS IN AN INVESTMENT PROGRAM
I. The Idea Behind Mutual Funds
Mutual funds provide small investors some of the advantages enjoyed by wealthy
investors. A relatively small investment can buy part of a diversified
portfolio. That portfolio is managed by investment professionals, relieving you
of the need to make individual stock or bond selections. You also enjoy
conveniences, such as daily pricing, liquidity, and in the case of the USAA
Family of Funds, no sales charge. The portfolio, because of its size, has lower
transaction costs on its trades than most individuals would have. As a result,
you own an investment that in earlier times would have been available only to
very wealthy people.
II. Using Funds in an Investment Program
In choosing a mutual fund as an investment vehicle, you are giving up some
investment decisions, but must still make others. The decisions you don't have
to make are those involved with choosing individual securities. We will perform
that function. In addition, we will arrange for the safekeeping of securities,
auditing the annual financial statements, and daily valuation of the Fund, as
well as other functions.
You, however, retain at least part of the responsibility for an equally
important decision. This decision involves determining a portfolio of mutual
funds that balances your investment goals with your tolerance for risk. It is
likely that this decision may include the use of more than one fund of the USAA
Family of Funds.
For example, assume you wish to pursue the higher yields usually available in
the long-term bond market, but you are also concerned about the possible price
swings of the long-term bonds. You could divide your investments between the
Florida Tax-Free Income Fund and the Florida Tax-Free Money
18
<PAGE>
Market Fund. This would create a portfolio with a higher yield than that of the
money market and less volatility than that of the long-term market. This is
just one way you could combine funds to fit your own risk and reward goals.
III. USAA's Family of Funds
We offer you another alternative with our asset strategy funds listed under
asset allocation on page 34. These unique mutual funds provide a professionally
managed diversified investment portfolio within a mutual fund. Designed for the
individual who prefers to delegate the asset allocation process to an
investment manager, their structure achieves diversification across a number of
investment categories.
Whether you prefer to create your own mix of mutual funds or use a USAA Asset
Strategy Fund, the USAA Family of Funds provides a broad range of choices
covering just about any investor's investment objectives. Our sales
representatives stand ready to assist you with your choices and to help you
craft a portfolio to meet your needs.
HOW TO INVEST
Purchase of Shares
OPENING AN ACCOUNT
You may open an account and make an investment as described below by mail, in
person, bank wire, electronic funds transfer (EFT), or phone. A complete,
signed application is required for new accounts. However, after you open your
initial account with us, you will not need to fill out another application
unless the registration is different.
TAX ID NUMBER
Each shareholder named on the account must provide a social security number or
tax identification number to avoid possible withholding requirements.
EFFECTIVE DATE
When you make a purchase, your purchase price will be the net asset value (NAV)
per share next determined after we receive your request in proper form as
described below. Each Fund's NAV is determined at the close of the regular
trading session (generally 4:00 p.m. Eastern Time) of the New York Stock
Exchange (NYSE) each day the NYSE is open. If we receive your request prior to
that time, your purchase price will be the NAV per share determined for that
day. If we receive your request after the NAV per share is calculated, the
purchase will be effective on the next business day. If you plan to purchase
Fund shares with a foreign check, we suggest you convert your foreign check to
U.S. dollars prior to investment in a Fund to avoid a potential delay in the
effective date of your purchase of up to four to six weeks. Furthermore, a bank
19
<PAGE>
charge may be assessed in the clearing process, which will be deducted from the
amount of the purchase.
MINIMUM INVESTMENTS
INITIAL PURCHASE
o $3,000. Employees of USAA and its affiliated companies may open an account
through payroll deduction for as little as $25 per pay period with no
initial investment.
ADDITIONAL PURCHASES
o $50 (Except transfers from brokerage accounts into the Florida Tax-Free
Money Market Fund, which are exempt from the minimum).
HOW TO PURCHASE
MAIL
o To open an account, send your application and check to:
USAA Investment Management Company
9800 Fredericksburg Road
San Antonio, TX 78288
o To add to your account, send your check and the "Invest by Mail" stub that
accompanies your Fund's transaction confirmation to the Transfer Agent:
USAA Shareholder Account Services
9800 Fredericksburg Road
San Antonio, TX 78288
IN PERSON
o To open an account, bring your application and check to:
USAA Investment Management Company
USAA Federal Savings Bank
10750 Robert F. McDermott Freeway
San Antonio, TX
BANK WIRE
o Instruct your bank (which may charge a fee for the service) to wire the
specified amount to the Fund as follows:
State Street Bank and Trust Company
Boston, MA 02101
ABA#011000028
Attn: USAA Florida Fund Name
USAA Account Number: 69384998
Shareholder(s) Name(s)__________________________
Shareholder(s) Account Number___________________
20
<PAGE>
ELECTRONIC FUNDS TRANSFER
o Additional purchases on a regular basis can be deducted from a bank
account, paycheck, income-producing investment, or USAA money market fund
account. Sign up for these services when opening an account or call
1-800-531-8448 to add these services.
PHONE 1-800-531-8448
o If you have an existing USAA account and would like to open a new account
or exchange to another USAA fund, call for instructions. To open an account
by phone, the new account must have the same registration as your existing
account.
Redemption of Shares
You may redeem Fund shares by any of the methods described below on any day the
NAV per share is calculated. Redemptions are effective on the day instructions
are received in a manner as described below. However, if instructions are
received after the NAV per share calculation (generally 4:00 p.m. Eastern
Time), redemption will be effective on the next business day.
Within seven days after the effective date of redemption, we will send you your
money. Payment for redemption of shares purchased by EFT or check is sent after
the EFT or check has cleared, which could take up to 15 days from the purchase
date. If you are considering redeeming shares soon after purchase, you should
purchase by bank wire or certified check to avoid delay. Redemptions are
subject to income tax based on the difference between the cost of shares when
purchased and the price received upon redemption.
In addition, the Trust may elect to suspend the redemption of shares or
postpone the date of payment in limited circumstances.
HOW TO REDEEM
WRITTEN, FAX, TELEGRAPH, OR TELEPHONE
o Send your written instructions to:
USAA Shareholder Account Services
9800 Fredericksburg Road
San Antonio, TX 78288
o Send a signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
Account Services.
o Call toll free 1-800-531-8448, in San Antonio, 456-7202.
Telephone redemption privileges are automatically established when you complete
your application. The Fund will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account, we obtain the
21
<PAGE>
following information: (1) USAA number or account number, (2) the name(s) on
the account registration, and (3) social security number or tax identification
number for the account registration. In addition, we record all telephone
communications with you and send confirmations of account transactions to the
address of record. Redemption by telephone, fax, or telegram is not available
for shares represented by stock certificates.
CHECKWRITING
o Checks can be issued for your Florida Tax-Free Money Market Fund account.
Return a signed signature card, which accompanies your application, or
request a signature card separately and return to:
USAA Shareholder Account Services
9800 Fredericksburg Road
San Antonio, TX 78288
You will not be charged for the use of checks or any subsequent reorders. Your
checkwriting privilege is subject to State Street Bank and Trust Company's
rules and regulations governing checking accounts. You may write checks in the
amount of $250 or more. Checks written for less than $250 will be returned
unpaid. Because the value of your account changes daily as dividends accrue,
you may not write a check to close your account.
IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS
Investor's Guide to USAA Mutual Fund Services
Upon your initial investment with us, you will receive the INVESTOR'S GUIDE to
help you get the most out of your USAA mutual fund account and to help you in
your role as an investor. In the INVESTOR'S GUIDE, you will find additional
information on purchases, redemptions, and methods of payment. You will also
find in-depth information on automatic investment plans, shareholder statements
and reports, and other useful information.
Account Balance
Beginning in September 1998, and occurring annually thereafter, USAA
Shareholder Account Services (SAS), the Funds' transfer agent, may assess a
small balance account fee of $12 to each shareholder account with a balance, at
the time of assessment, of less than $2,000. The fee will reduce total transfer
agency fees paid by the Fund to SAS. Accounts exempt from the fee include: (1)
any account regularly purchasing additional shares each month through an
automatic investment plan; (2) any account registered under the Uniform
Gifts/Transfers to Minors Act (UGMA/UTMA); (3) all (non-IRA) money market fund
accounts; (4) any account whose registered owner has
22
<PAGE>
an aggregate balance of $50,000 or more invested in USAA mutual funds; and
(5) all IRA accounts (for the first year the account is open).
Trust Rights
The Trust reserves the right to:
o reject purchase or exchange orders when in the best interest of the Trust;
o limit or discontinue the offering of shares of any portfolio of the Trust
without notice to the shareholders;
o impose a redemption charge of up to 1% of the net asset value of shares
redeemed if circumstances indicate a charge is necessary for the protection
of remaining investors (for example, if excessive market-timing share
activity unfairly burdens long-term investors); however, this 1% charge
will not be imposed upon shareholders unless authorized by the Board of
Trustees and the required notice has been given to shareholders;
o require a signature guarantee for transactions or changes in account
information in those instances where the appropriateness of a signature
authorization is in question. The Statement of Additional Information
contains information on acceptable guarantors;
o redeem an account with a total value of less than $500 of either Fund, with
certain limitations.
EXCHANGES
Exchange Privilege
The exchange privilege is automatic when you complete your application. You may
exchange shares among Funds in the USAA Family of Funds, provided you do not
hold these shares in stock certificate form and the shares to be acquired are
offered in your state of residence. Only Florida residents may exchange into a
Florida Fund. The Funds' transfer agent will simultaneously process exchange
redemptions and purchases at the share prices next determined after the
exchange order is received. The investment minimums applicable to share
purchases also apply to exchanges. For federal income tax purposes, an exchange
between Funds is a taxable event; and as such, you may realize a capital gain
or loss. Exchanges are based on the difference between the cost of shares when
purchased and the price received upon exchange.
The Funds have undertaken certain procedures regarding telephone transactions
as described on page 21.
23
<PAGE>
Exchange Limitations, Excessive Trading
To minimize Fund costs and to protect the Funds and their shareholders from
unfair expense burdens, the Funds restrict excessive exchanges. The limit on
exchanges out of any Fund in the USAA Family of Funds for each account is six
per calendar year (except there is no limitation on exchanges out of the Tax
Exempt Short-Term Fund, Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).
SHAREHOLDER INFORMATION
NAV
EQUALS
TOTAL ASSETS
MINUS
LIABILITIES
DIVIDED BY
# OF SHARES OUTSTANDING
Share Price Calculation
The price at which you purchase and redeem Fund shares is equal to the net
asset value (NAV) per share determined on the effective date of the purchase or
redemption. You may buy and sell Fund shares at the NAV per share without a
sales charge. Each Fund's NAV per share is calculated at the close of the
regular trading session of the NYSE, which is usually 4:00 p.m. Eastern Time.
Securities of the Florida Tax-Free Income Fund are valued each business day at
their current market value as determined by a pricing service approved by the
Trust's Board of Trustees. Securities which cannot be valued by the pricing
service, and all other assets, are valued in good faith at fair value using
methods we have determined under the general supervision of the Board of
Trustees. In addition, securities with maturities of 60 days or less and all
securities of the Florida Tax-Free Money Market Fund are stated at amortized
cost, which approximates market value.
For additional information on how securities are valued, see VALUATION OF
SECURITIES in the Funds' Statement of Additional Information.
Dividends and Distributions
Net investment income of each Fund is accrued daily and paid on the last
business day of the month. Dividends shall begin accruing on shares purchased
the day following the effective date and shall continue to accrue to the
effective date of redemption. Any net capital gain distribution usually occurs
within 45 days of the March 31 fiscal year end, which would be somewhere around
the middle of May. The Funds will make additional payments to shareholders, if
necessary, to avoid the imposition of any federal income or excise tax.
All income dividends and capital gain distributions are automatically
reinvested, unless we receive different instructions from you. The share price
will be the NAV of the Fund shares computed on the ex-dividend date. Any
capital gain distributions paid by the Florida Tax-Free Income Fund will
24
<PAGE>
reduce the NAV per share by the amount of the dividend or distribution.
These dividends and distributions are subject to taxes. If you become a
resident of a state other than Florida, we will mail a check for proceeds
of income dividends to you monthly. We will mail a check for any capital gain
distribution to you after the distribution is paid.
We will invest any dividend or distribution payment returned to us in your
account at the then-current NAV per share. Dividend and distribution checks
become void six months from the date on the check. The amount of the voided
check will be invested in your account at the then-current NAV per share.
Federal Taxes
This tax information is quite general and refers to the federal income tax
provisions in effect as of the date of this Prospectus. While we manage the
Funds so that at least 80% of each Fund's annual income will be exempt from
federal income taxes, we may invest up to 20% of the Funds' assets in
securities that generate income not exempt from federal income taxes. Because
interest income may be exempt for federal income tax purposes, it does not
necessarily mean that the interest income may be exempt under the income or
other tax laws of any state or local taxing authority. As discussed earlier on
page 13, capital gains distributions by a Fund may be taxable. Note that the
Taxpayer Relief Act of 1997 and regulations that will likely be adopted to
implement the Act may affect the status and treatment of certain distributions
shareholders receive from the Fund. We urge you to consult your own tax adviser
about the status of distributions from the Fund in your own state and locality.
WITHHOLDING - Federal law requires each Fund to withhold and remit to the U.S.
Treasury a portion of the income dividends and capital gain distributions and
proceeds of redemptions paid to any non-corporate shareholder who:
o fails to furnish the Fund with a correct tax identification number,
o underreports dividend or interest income, or
o fails to certify that he or she is not subject to withholding.
To avoid this withholding requirement, you must certify on your application, or
on a separate Form W-9 supplied by the Funds' transfer agent, that your tax
identification number is correct and you are not currently subject to backup
withholding.
REPORTING - Each Fund will report information to you concerning the tax status
of dividends and distributions for federal income tax purposes annually,
including the portion of the dividends constituting interest on private
activity bonds and the percentage and source of interest income earned on
tax-exempt securities held by the Fund during the preceding year.
25
<PAGE>
Florida Taxation
The following is only a summary of some of the important Florida tax
considerations generally affecting the Funds and their shareholders. This
discussion is not intended as a substitute for careful planning. Potential
investors in the Funds should consult their tax advisers with specific
reference to their own tax situations.
Dividends and distributions paid by the Funds to individuals who are residents
of Florida are not taxable by Florida, because Florida does not impose a
personal income tax. Dividends and distributions by the Funds will be subject
to Florida corporate income taxes. Accordingly, investors in the Funds,
including in particular corporate investors that may be subject to the Florida
corporate income tax, should consult their tax advisers with respect to the
application of the Florida corporate income tax to the receipt of Fund
dividends and distributions and to the investor's Florida tax situation in
general.
Florida imposes a tax on intangible personal property owned by Florida
residents. The Funds received a ruling from the Florida Department of Revenue
that if, on the last business day of any calendar year, the Funds' investments
consist solely of assets exempt from the Florida intangible personal property
tax, shares of the Funds owned by Florida residents will be exempt from the
Florida intangible personal property tax in the following year. Assets exempt
from the Florida intangible personal property tax include obligations issued by
the State of Florida and its political subdivisions, municipalities, and public
authorities; obligations of the U.S. Government, its agencies and certain
territories and possessions such as Puerto Rico, the Virgin Islands, and Guam;
and cash. If shares of the Funds are subject to Florida intangible personal
property tax, because less than 100% of the Funds' assets on the last business
day of the calendar year consist of assets exempt from the Florida intangible
personal property tax, only the portion of the net asset value of shares of the
Funds that is attributable to obligations of the U.S. Government will be exempt
from taxation.
26
<PAGE>
Year 2000
Like other organizations around the world, the Funds could be adversely
affected if the computer systems used by the Funds, their service providers, or
companies in which the Funds invest do not properly process and calculate
date-related information beginning on January 1, 2000, a problem commonly
referred to as the "Year 2000 Problem." We and our USAA affiliates have taken
steps to address any potential Year 2000 Problem with the computer programs
used by the Funds, us, and other USAA companies. We expect USAA programs to be
fully compliant by some time during the first half of 1999. We are also
actively reviewing the steps being taken by our third-party service providers
as well as those of the Funds to address the Year 2000 Problem. Those reviews
include site visits of the principal service providers. At this time, however,
there can be no assurance that the steps being taken by USAA, third-party
service providers, or companies in which the Funds invest will be sufficient to
avoid adverse impact to the Funds for the Year 2000 Problem.
27
<PAGE>
FINANCIAL HIGHLIGHTS
These financial highlights tables are intended to help you understand the
Funds' financial performance for the past five years. Certain information
reflects financial results for a single Fund share. The total returns in the
tables represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by KPMG Peat Marwick LLP,
whose report, along with the Funds' financial statements, are included in the
Annual Report, which is available upon request.
Florida Tax-Free Income Fund:
Year Ended March 31,
--------------------
1998 1997 1996 1995 1994**
---- ---- ---- ---- ------
Net asset value at
beginning of period $ 9.33 $ 9.26 $ 9.09 $ 8.98 $10.00
Net investment income .51 .52 .52 .49 .21
Net realized and
unrealized gain (loss) .61 .07 .17 .11 (1.02)
Distributions from net
investment income (.51) (.52) (.52) (.49) (.21)
-------- ------- ------- ------- ------
Net asset value at
end of period $ 9.94 $ 9.33 $ 9.26 $ 9.09 $ 8.98
======== ======= ======= ======= =======
Total return (%)* 12.22 6.51 7.66 7.01 (8.22)
Net assets at end of
period (000) $145,921 $95,483 $69,079 $42,891 $24,948
Ratio of expenses to
average net assets (%) .50 .50 .50 .50 .50(a)
Ratio of expenses to
average net assets
excluding
reimbursements (%) .51 .57 .67 .81 1.33(a)
Ratio of net investment
income to average net
assets (%) 5.21 5.57 5.52 5.59 4.63(a)
Portfolio turnover (%) 27.48 44.75 88.20 71.76 284.11
- -----------------
(a) Annualized. The ratio is not necessarily indicative of 12 months of
operations.
* Assumes reinvestment of all dividend income distributions during the
period.
** Fund commenced operations October 1, 1993.
28
<PAGE>
Financial Highlights (cont.)
Florida Tax-Free Money Market Fund:
Year Ended March 31,
--------------------
1998 1997 1996 1995 1994**
---- ---- ---- ---- ------
Net asset value at
beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income .03 .03 .03 .03 .01
Distributions from net
investment income (.03) (.03) (.03) (.03) (.01)
------ ------- ------- ------- -------
Net asset value at
end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======= =======
Total return (%)* 3.34 3.20 3.51 2.86 .96
Net assets at end of
period (000) $89,799 $87,053 $71,224 $52,225 $29,877
Ratio of expenses to
average net assets (%) .50 .50 .50 .50 .50(a)
Ratio of expenses to average
net assets excluding
reimbursements (%) .52 .57 .64 .72 1.11(a)
Ratio of net investment
income to average net
assets (%) 3.28 3.15 3.45 2.97 1.98(a)
- -----------------
(a) Annualized. The ratio is not necessarily indicative of 12 months of
operations.
* Assumes reinvestment of all dividend income distributions during the
period.
** Fund commenced operations October 1, 1993.
29
<PAGE>
APPENDIX A
THE FOLLOWING ARE DESCRIPTIONS OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST EACH FUND'S ASSETS:
VARIABLE RATE SECURITIES
We may invest a Fund's assets in tax-exempt securities that bear interest at
rates which are adjusted periodically to market rates.
o These interest rate adjustments can both raise and lower the income
generated by such securities. These changes will have the same effect on
the income earned by the Fund depending on the proportion of such
securities held.
o The value of variable rate securities is less affected than fixed-coupon
securities by changes in prevailing interest rates because of the periodic
adjustment of their coupons to a market rate. The shorter the period
between adjustments, the smaller the impact of interest rate fluctuations
on the value of these securities.
o The market value of a variable rate security usually tends toward par (100%
of face value) at interest rate adjustment time.
In the case of the Florida Tax-Free Money Market Fund only, any variable rate
instrument with a demand feature will be deemed to have a maturity equal to
either the date on which the underlying principal amount may be recovered
through demand or the next rate adjustment date consistent with applicable
regulatory requirements.
PUT BONDS
We may invest a Fund's assets in tax-exempt securities (including securities
with variable interest rates) which may be redeemed or sold back (put) to the
issuer of the security or a third party prior to stated maturity (put bonds).
Such securities will normally trade as if maturity is the earlier put date,
even though stated maturity is longer. For the Florida Tax-Free Income Fund,
maturity for put bonds is deemed to be the date on which the put becomes
exercisable. Generally, maturity for put bonds for the Florida Tax-Free Money
Market Fund is determined as stated under Variable Rate Securities.
ZERO COUPON BONDS
We may invest a Fund's assets in zero coupon bonds. A zero coupon bond is a
security that is sold at a deep discount from its face value, makes no periodic
interest payments, and is redeemed at face value when it matures. The lump sum
payment at maturity increases the price volatility of the zero coupon bond to
changes in interest rates when compared to a bond that distributes a semiannual
coupon payment. In calculating its dividend, each Fund records as income the
daily amortization of the purchase discount.
30
<PAGE>
WHEN-ISSUED SECURITIES
We may invest a Fund's assets in new securities offered on a when-issued basis.
o Delivery and payment take place after the date of the commitment to
purchase, normally within 45 days. Both price and interest rate are fixed
at the time of commitment.
o The Funds do not earn interest on the securities until settlement, and the
market value of the securities may fluctuate between purchase and
settlement.
o Such securities can be sold before settlement date.
MUNICIPAL LEASE OBLIGATIONS
We may invest a Fund's assets in a variety of instruments commonly referred to
as municipal lease obligations, including:
o Leases,
o Installment purchase contracts, and
o Certificates of participation in such leases and contracts.
Certain lease obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease obligation payments in
future years unless money is appropriated for such purpose on a yearly basis.
LIQUIDITY
We may invest up to 15% of the net assets of the Florida Tax-Free Income Fund's
market value and up to 10% of the Florida Tax-Free Money Market Fund's market
value in securities which are illiquid. Illiquid securities are those
securities that cannot be disposed of in the ordinary course of business in
seven days or less at approximately the value at which the Fund has valued the
securities.
Lease obligations and certain put bonds subject to restrictions on transfer may
be determined to be liquid in accordance with the guidelines established by the
Funds' Board of Trustees.
In determining the liquidity of a lease obligation, we will consider: (1) the
frequency of trades and quotes for the lease obligation; (2) the number of
dealers willing to purchase or sell the lease obligation and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
lease obligation; (4) the nature of the marketplace trades, including the time
needed to dispose of the lease obligation, the method of soliciting offers, and
the mechanics of transfer; (5) whether the lease obligation is of a size that
will be attractive to institutional investors; (6) whether the lease obligation
contains a non-appropriation clause and the likelihood that the obligor will
fail to make an appropriation therefor; and (7) such other factors as the
Manager may determine to be relevant to such determination.
In determining the liquidity of put bonds with restrictions on transfer, we
will evaluate the credit quality of the party (the Put Provider) issuing (or
unconditionally guaranteeing performance on) the unconditional put or demand
feature of the put bond.
31
<PAGE>
APPENDIX B
Taxable Equivalent Yield Table
COMBINED FEDERAL AND
THE EFFECT OF FLORIDA INTANGIBLES TAX
Assuming a Federal
Marginal Tax Rate of: 28% 31% 36% 39.6%
and Assuming a Florida
Intangibles Tax Effect of:* 0.12% 0.12% 0.12% 0.12%
The Effective Marginal
Tax Rate would be: 28.09%(a) 31.08%(b) 36.08%(c) 39.67%(d)
To Match a Double
Tax Free Yield of: A Fully Taxable Investment Would Have to Pay You:
===============================================================================
2.00% 2.78% 2.90% 3.13% 3.32%
- -------------------------------------------------------------------------------
2.50% 3.48% 3.63% 3.91% 4.14%
- -------------------------------------------------------------------------------
3.00% 4.17% 4.35% 4.69% 4.97%
- -------------------------------------------------------------------------------
3.50% 4.87% 5.08% 5.48% 5.80%
- -------------------------------------------------------------------------------
4.00% 5.56% 5.80% 6.26% 6.63%
- -------------------------------------------------------------------------------
4.50% 6.26% 6.53% 7.04% 7.46%
- -------------------------------------------------------------------------------
5.00% 6.95% 7.25% 7.82% 8.29%
- -------------------------------------------------------------------------------
5.50% 7.65% 7.98% 8.60% 9.12%
- -------------------------------------------------------------------------------
6.00% 8.34% 8.71% 9.39% 9.95%
- -------------------------------------------------------------------------------
6.50% 9.04% 9.43% 10.17% 10.77%
- -------------------------------------------------------------------------------
7.00% 9.73% 10.16% 10.95% 11.60%
===============================================================================
* Assumes an investor, filing jointly, with $300,000 in intangible assets.
See the following table.
(a) Federal Rate of 28% + (Florida Intangibles Tax Effect of .12% x (1-28%))
(b) Federal Rate of 31% + (Florida Intangibles Tax Effect of .12% x (1-31%))
(c) Federal Rate of 36% + (Florida Intangibles Tax Effect of .12% x (1-36%))
(d) Federal Rate of 39.6% + (Florida Intangibles Tax Effect of .12% x
(1-39.6%))
THIS TABLE IS A HYPOTHETICAL ILLUSTRATION AND SHOULD NOT BE CONSIDERED AN
INDICATION OF FUND PERFORMANCE OF ANY OF THE USAA FAMILY OF FUNDS.
THESE RATES WERE SELECTED AS EXAMPLES THAT WOULD BE RELEVANT TO MOST TAXPAYERS.
THE ABOVE TABLE ALSO INCLUDES THE EFFECT OF THE INTANGIBLES TAX. YOUR ACTUAL
RATE WILL VARY DEPENDING ON YOUR FILING STATUS AND THE TOTAL AMOUNT OF YOUR
INTANGIBLES SUBJECT TO THE FLORIDA TAX. SHAREHOLDERS OF EITHER FLORIDA FUND
WILL HAVE THE POTENTIAL BENEFIT OF OWNING SHARES IN A FUND AND THE VALUE OF
WHICH IS EXEMPT FROM THE FLORIDA INTANGIBLES TAX.
32
<PAGE>
The following table calculates the estimated Intangible Tax Liability as a
percentage of intangible assets.
===============================================================================
Florida Intangible Tax Rate Effect
- -------------------------------------------------------------------------------
Intangible Assets Individual Joint
- -------------------------------------------------------------------------------
$100,000 0.08% 0.06%
- -------------------------------------------------------------------------------
$200,000 0.14% 0.08%
- -------------------------------------------------------------------------------
$300,000 0.16% 0.12%
- -------------------------------------------------------------------------------
$400,000 0.17% 0.14%
- -------------------------------------------------------------------------------
$500,000 0.18% 0.15%
- -------------------------------------------------------------------------------
$600,000 0.18% 0.16%
- -------------------------------------------------------------------------------
$700,000 0.18% 0.17%
- -------------------------------------------------------------------------------
$800,000 0.19% 0.17%
- -------------------------------------------------------------------------------
$900,000 0.19% 0.17%
- -------------------------------------------------------------------------------
$1,000,000 0.19% 0.18%
- -------------------------------------------------------------------------------
$2,000,000 0.19% 0.19%
- -------------------------------------------------------------------------------
$5,000,000 0.20% 0.20%
===============================================================================
THE TABLE USES THE METHODOLOGY FROM THE STATE OF FLORIDA'S 1997 INTANGIBLE TAX
RETURN'S "TAX CALCULATION WORKSHEET" TO CALCULATE THE INTANGIBLE TAX LIABILITY
AS A PERCENTAGE OF INTANGIBLE ASSETS.
FOR A FURTHER EXPLANATION ON CALCULATING TAX EQUIVALENT YIELDS, SEE THE FUNDS'
STATEMENT OF ADDITIONAL INFORMATION.
33
<PAGE>
APPENDIX C
USAA Family of No-Load Mutual Funds
The USAA Family of No-Load Mutual Funds includes a variety of Funds, each with
different objectives and policies. In combination, these Funds are designed to
provide you with the opportunity to formulate your own investment program. You
may exchange any shares you hold in any one USAA Fund for shares in any other
USAA Fund. For more complete information about other Funds in the USAA Family
of Funds, including charges and expenses, call us for a Prospectus. Read it
carefully before you invest or send money.
FUND
TYPE/NAME VOLATILITY
===============================================================
CAPITAL APPRECIATION
- ---------------------------------------------------------------
Aggressive Growth Very high
Emerging Markets (1) Very high
First Start Growth Moderate to high
Gold (1) Very high
Growth Moderate to high
Growth & Income Moderate
International (1) Moderate to high
S&P 500 Index (2) Moderate
Science & Technology Very high
World Growth (1) Moderate to high
- ---------------------------------------------------------------
ASSET ALLOCATION
- ---------------------------------------------------------------
Balanced Strategy (1) Moderate
Cornerstone Strategy (1) Moderate
Growth and Tax Strategy Moderate
Growth Strategy (1) Moderate to high
Income Strategy Low to moderate
- ---------------------------------------------------------------
INCOME - TAXABLE
- ---------------------------------------------------------------
GNMA Low to moderate
Income Moderate
Income Stock Moderate
Short-Term Bond Low
- ---------------------------------------------------------------
INCOME - TAX EXEMPT
- ---------------------------------------------------------------
Long-Term (3) Moderate
Intermediate-Term (3) Low to moderate
Short-Term (3) Low
State Bond/Income (3,4) Moderate
- ---------------------------------------------------------------
MONEY MARKET
- ---------------------------------------------------------------
Money Market (5) Very low
Tax Exempt Money Market (3,5) Very low
Treasury Money Market Trust (5) Very low
State Money Market (3,4,5) Very low
===============================================================
1 FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY
FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2 S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
& POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE
ADVISABILITY OF INVESTING IN THE PRODUCT.
3 SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4 CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY TO
RESIDENTS OF THOSE STATES.
5 AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE
ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.
34
<PAGE>
NOTES
<PAGE>
If you would like more information about the Funds, you may call 1-800-531-8181
to request a free copy of the Funds' Statement of Additional Information (SAI)
or Annual Reports. The SAI and the financial statements contained with the
Funds' Annual Reports have been filed with the Securities and Exchange
Commission (SEC) and are legally a part of the Prospectus. In each Fund's
Annual Report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performance during
the last fiscal year.
To view these documents, along with other related documents, you can visit the
SEC's Internet web site (http://www.sec.gov) or the Commission's Public
Reference Room in Washington, D.C. Information on the operation of the public
reference room can be obtained by calling 1-800-SEC-0330. Additionally, copies
of this information can be obtained, for a duplicating fee, by writing the
Public Reference Section of the Commission, Washington, D.C. 20549-6009.
Investment Adviser, Underwriter and Distributor
USAA Investment Management Company
9800 Fredericksburg Road
San Antonio, Texas 78288
-----------------------------------------------
Transfer Agent Custodian
USAA Shareholder Account Services State Street Bank and Trust Company
9800 Fredericksburg Road P.O. Box 1713
San Antonio, Texas 78288 Boston, Massachusetts 02105
-----------------------------------------------
Telephone Assistance
Call toll free - Central Time
Monday - Friday 8:00 a.m. to 8:00 p.m.
Saturdays 8:30 a.m. to 5:00 p.m.
------------------------------------------------
For Additional Information on Mutual Funds
1-800-531-8181, (in San Antonio) 456-7211
For account servicing, exchanges or redemptions
1-800-531-8448, (in San Antonio) 456-7202
-----------------------------------------------
Recorded Mutual Fund Price Quotes
24-Hour Service (from any phone)
1-800-531-8066, (in San Antonio) 498-8066
-----------------------------------------------
Mutual Fund TouchLINE(R)
(from Touchtone phones only)
For account balance, last transaction or fund prices
1-800-531-8777, (in San Antonio) 498-8777
- -------------------------------------------------------------------------------
Investment Company Act File No. 033-65572
<PAGE>
Part A
Prospectus for the
Texas Tax-Free Income Fund and
Texas Tax-Free Money Market Fund
<PAGE>
USAA TEXAS FUNDS
USAA TEXAS TAX-FREE INCOME FUND
USAA TEXAS TAX-FREE MONEY MARKET FUND
PROSPECTUS
AUGUST 1, 1998
Shares of the Texas Funds are offered only to residents of the State of Texas.
The delivery of this Prospectus is not an offer in any state where shares of
the Texas Funds may not lawfully be made.
As with other mutual funds, the Securities and Exchange Commission has not
approved or disapproved of either of these Fund's shares as an investment or
determined whether this prospectus is accurate or complete. Anyone who tells
you otherwise is committing a crime.
TABLE OF CONTENTS
What Are Each Fund's Investment Objectives and Main Strategies? ..... 2
Main Risks of Investing in These Funds .............................. 2
Are These Funds for You? ............................................ 3
Could the Value of Your Investment In These Funds Fluctuate? ........ 4
Fees and Expenses ................................................... 7
Fund Investments .................................................... 8
Fund Management ..................................................... 16
Using Mutual Funds in an Investment Program ......................... 17
How to Invest ....................................................... 18
Important Information About Purchases and Redemptions ............... 22
Exchanges ........................................................... 23
Shareholder Information ............................................. 23
Financial Highlights ................................................ 27
Appendix A .......................................................... 29
Appendix B .......................................................... 31
Appendix C........................................................... 32
<PAGE>
USAA Investment Management Company manages these Funds. For easier reading,
USAA Investment Management Company will be referred to as "we" throughout the
Prospectus.
WHAT ARE EACH FUND'S INVESTMENT OBJECTIVES AND MAIN STRATEGIES?
Each Fund has a common investment objective of providing Texas investors with a
high level of current interest income that is exempt from federal income taxes.
The Texas Tax-Free Money Market Fund has a further objective of preserving
capital and maintaining liquidity. Each Fund has separate investment policies
to achieve its objective.
The TEXAS TAX-FREE INCOME FUND invests primarily in long-term, investment-grade
Texas tax-exempt securities. The Fund's average portfolio maturity is not
restricted, but is expected to be greater than 10 years.
The TEXAS TAX-FREE MONEY MARKET FUND invests in high-quality Texas tax-exempt
securities with maturities of 397 days or less.
In view of the risks inherent in all investments in securities, there is no
assurance that these objectives will be achieved. See FUND INVESTMENTS on page
8 for more information.
MAIN RISKS OF INVESTING IN THESE FUNDS
The two primary risks of investing in these Funds are credit risk and market
risk. As with other mutual funds, losing money is an additional risk associated
with investing in these Funds.
o CREDIT RISK involves the possibility that a borrower cannot make timely
interest and principal payments on its securities.
o MARKET RISK involves the possibility that the value of each Fund's
investments will decline due to an increase in interest rates, or to
adverse changes in supply and demand for municipal securities, or other
market factors.
These credit and market risks may be magnified because each Fund concentrates
in Texas tax-exempt securities
IF INTEREST RATES INCREASE: the yield of each Fund may increase and the market
value of the Texas Tax-Free Income Fund's securities will likely decline,
adversely affecting the net asset value and total return.
IF INTEREST RATES DECREASE: the yield of each Fund may decrease and the market
value of the Texas Tax-Free Income Fund's securities may increase, which would
likely increase the Fund's net asset value and total return. The Texas Tax-Free
Money Market Fund's total return may decrease.
2
<PAGE>
As you consider an investment in any Fund, you should also take into account
your tolerance for the daily fluctuations of the financial markets and whether
you can afford to leave your money in this investment for long periods of time
to ride out down periods.
An investment in either Fund is not a deposit of USAA Federal Savings Bank and
is not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the Texas Tax-Free Money Market Fund
seeks to preserve the value of your investment at $1 per share, it is possible
to lose money by investing in that Fund.
[CAUTION LIGHT]
Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the main risks that you will face as a Fund shareholder.
ARE THESE FUNDS FOR YOU?
Texas Tax-Free Income Fund
This Fund might be appropriate as part of your investment portfolio if . . .
|X| You need steady income.
|X| You are willing to accept moderate risk.
|X| You are looking for a long-term investment.
|X| You need an investment that provides tax-free income.
This Fund MAY NOT be appropriate as part of your investment portfolio if . . .
|X| You are unable or reluctant to invest for a period of four years or more.
|X| Your primary goal is to maximize long-term growth.
|X| Your current tax situation does not allow you to benefit from tax-exempt
income.
|X| You are seeking an appropriate investment for an IRA, through a 401(k) plan
or 403(b) plan, or other tax-sheltered account.
Texas Tax-Free Money Market Fund
This Fund might be appropriate as part of your investment portfolio if . . .
|X| You need to preserve principal.
|X| You want a low risk investment.
|X| You need your money back within a short period.
|X| You need an investment that provides tax-free income.
|X| You would like checkwriting privileges on the account.
|X| You are looking for an investment in a money market fund to balance your
stock or long-term bond portfolio.
This Fund MAY NOT be appropriate as part of your investment portfolio if . . .
|X| Your primary goal is long-term growth.
3
<PAGE>
|X| Your current tax situation does not allow you to benefit from tax-exempt
income.
|X| You need a high total return to achieve your goals.
If you feel neither of these Funds are right for you, refer to APPENDIX C on
page 32 for a complete list of the USAA Family of No-Load Mutual Funds.
COULD THE VALUE OF YOUR INVESTMENT IN THESE FUNDS FLUCTUATE?
Yes, it could. In fact, the value of your investment in the Texas Tax-Free
Income Fund likely will increase or decrease. However, we manage the Texas
Tax-Free Money Market Fund in accordance with strict Securities and Exchange
Commission guidelines designed to preserve the Fund's value at $1 per share.
The value of the securities in which the Texas Tax-Free Income Fund invests
typically fluctuates inversely with changes in the general level of interest
rates. Changes in the creditworthiness of issuers and changes in other market
factors such as the relative supply of and demand for tax-exempt bonds also
create value fluctuations. The bar charts shown below illustrate the Funds'
volatility and performance from year to year over the life of the Funds.
TOTAL RETURN
All mutual funds must use the same formulas to calculate total return.
Texas Tax-Free Income Fund
TOTAL RETURN
MEASURES THE
PRICE CHANGE
IN A SHARE
ASSUMING THE
REINVESTMENT
OF ALL DIVIDEND
INCOME AND
CAPITAL GAIN
DISTRIBUTIONS.
[BAR CHART]
CALENDAR TOTAL RETURN
YEAR PERCENTAGE
1994* -3.20
1995 22.22
1996 5.25
1997 11.71
*FUND COMMENCED OPERATIONS AUGUST 1, 1994.
THE TEXAS TAX-FREE INCOME FUND'S TOTAL RETURN FOR THE THREE-MONTH PERIOD
ENDED MARCH 31, 1998, WAS 1.28%.
4
<PAGE>
During the four-year period shown in the bar chart, the highest total return
for a quarter was 9.25% (quarter ending March 31, 1995) and the lowest total
return for a quarter was -2.19% (quarter ending March 31, 1996).
The table below shows how the Fund's average annual returns for one year and
the life of the Fund compare to those of a broad-based securities market
index. Remember, historical performance does not necessarily indicate what
will happen in the future.
===============================================================================
Average Annual Total Returns Since Fund's
(for the periods ending Past Inception on
December 31, 1997) 1 Year August 1, 1994
- -------------------------------------------------------------------------------
Texas Tax-Free
Income Fund 11.71% 10.09%
- -------------------------------------------------------------------------------
Lehman Bros. Municipal
Bond Index * 9.19% 8.11%
===============================================================================
* THE LEHMAN BROS. MUNICIPAL BOND INDEX IS AN UNMANAGED BENCHMARK OF TOTAL
RETURN PERFORMANCE FOR THE LONG-TERM, INVESTMENT-GRADE, TAX-EXEMPT BOND
MARKET.
Texas Tax-Free Money Market Fund
[BAR CHART]
CALENDAR TOTAL RETURN
YEAR PERCENTAGE
1994* 1.22
1995 3.56
1996 3.25
1997 3.43
*FUND COMMENCED OPERATIONS AUGUST 1, 1994.
THE TEXAS TAX-FREE MONEY MARKET FUND'S TOTAL RETURN FOR THE THREE-MONTH
PERIOD ENDED MARCH 31, 1998, WAS .76%.
During the four-year period shown in the bar chart, the highest total return
for a quarter was .95% (quarter ending June 30, 1995) and the lowest total
return for a quarter was .76% (quarter ending March 31, 1997).
5
<PAGE>
YIELD
YIELD IS THE
ANNUALIZED NET
INCOME OF THE
FUND DURING A
SPECIFIED PERIOD
AS A PERCENTAGE
OF THE FUND'S
SHARE PRICE.
All mutual funds must use the same formulas to calculate yield and effective
yield.
Texas Tax-Free Income Fund
The Texas Tax-Free Income Fund may advertise performance in terms of a 30-day
yield quotation or a tax equivalent yield. The Fund's 30-day yield for the
period ended March 31, 1998, was 4.70%.
Texas Tax-Free Money Market Fund
EFFECTIVE YIELD
IS CALCULATED
SIMILAR TO
THE YIELD,
HOWEVER, WHEN
ANNUALIZED,
THE INCOME
EARNED IS
ASSUMED TO BE
REINVESTED.
The Texas Tax-Free Money Market Fund typically advertises performance in terms
of a 7-day yield and effective yield or tax equivalent yield and may advertise
total return. The 7-day yield quotation more closely reflects current earnings
of the Fund than the total return quotation. The effective yield will be
slightly higher than the yield because of the compounding effect of the assumed
reinvestment. Current yields and effective yields fluctuate daily and will vary
with factors such as interest rates and the quality, length of maturities, and
type of investments in the portfolio. The Fund's 7-day yield for the period
ended March 31, 1998, was 3.37%.
You may obtain the Fund's most current yield and effective yield by calling
1-800-531-8777.
TAX EQUIVALENT YIELD
Investors use tax equivalent yields to compare taxable and tax-exempt fixed
income investments using a common yield measure. The tax equivalent yield is
the yield that a fully taxable investment must generate to earn the same
"take-home" yield as a tax-exempt investment. The calculation depends upon your
federal marginal tax rate and assumes that an investor can fully itemize
deductions on his or her federal tax return. The higher your marginal tax
bracket, the higher will be the tax equivalent yield and the more valuable is
the Fund's tax exemption.
For example, if you assume a federal marginal tax rate of 36%, the Funds' tax
equivalent yields for the period ending March 31, 1998, would be as follows:
===============================================================================
Yield Tax Equivalent Yield
- -------------------------------------------------------------------------------
Texas Tax-Free Income Fund (30 day) 4.70% 7.34%
- -------------------------------------------------------------------------------
Texas Tax-Free Money Market Fund (7 day) 3.37% 5.27%
===============================================================================
Using the example, to exceed the 30-day yield of the Texas Tax-Free Income Fund
on an after-tax basis, you must find a fully taxable investment that yields
more than 7.34%. Likewise, to exceed the 7-day yield of the Texas Tax-Free
Money Market Fund, you must find a fully taxable investment that yields more
than 5.27%.
6
<PAGE>
For more information on calculating tax equivalent yields, see APPENDIX B on
page 31.
[TELEPHONE GRAPHIC]
TouchLINE (R)
1-800-531-8777
PRESS
1
THEN
1
THEN
7 1 #
Please consider performance information in light of the Funds' investment
objectives and policies and market conditions during the reported time periods.
Again, you must remember historical performance does not necessarily indicate
what will happen in the future. The value of your shares may go up or down. For
the most current price, yield, and return information for these Funds, you may
call TouchLINE(R) at 1-800-531-8777. Press 1 for the Mutual Fund Menu, press 1
again for prices, yields, and returns. Then, press 70# for the Texas Tax-Free
Income Fund or press 71# for the Texas Tax-Free Money Market Fund when asked
for a Fund Code.
FEES AND EXPENSES
This summary shows what it will cost you directly or indirectly to invest in
the Funds.
Shareholder Transaction Expenses -- Fees You Pay Directly
There are no fees or sales loads charged to your account when you buy or sell
Fund shares. However, if you sell shares and request your money by wire
transfer, you will pay a $10 fee. (Your bank may also charge a fee for
receiving wires.)
Annual Fund Operating Expenses -- Fees You Pay Indirectly
Fund expenses come out of the Funds' assets and are reflected in the Funds'
share prices and dividends. "Other Expenses" include expenses such as custodian
and transfer agent fees. The figures below show actual expenses before waivers,
if any, during the past fiscal year ended March 31, 1998, and are calculated as
a percentage of average net assets (ANA).
12B-1 FEES -
SOME MUTUAL
FUNDS CHARGE
THESE FEES
TO PAY FOR
ADVERTISING
AND OTHER
COSTS OF SELLING
FUND SHARES.
Texas Tax-Free Texas Tax-Free
Income Fund Money Market Fund
- -------------------------------------------------------------------------------
Management Fees .50% .50%
Distribution (12b-1) Fees None None
Other Expenses .48% .87%
---- -----
Total Annual Fund Operating Expenses .98% 1.37%
==== =====
During the year, we voluntarily limited each Fund's annual Total Fund Operating
Expenses to .50% of its ANA and reimbursed the Funds for all expenses in excess
of the limitation. With this reimbursement, the amount of the Management Fees
as a percentage of each Fund's ANA were as follows: Texas Tax-Free Income Fund,
.02%; Texas Tax-Free Money Market Fund, .00%. In addition, with this
reimbursement, the Texas Tax-Free Money
7
<PAGE>
Market Fund's Other Expenses were .50%. We have voluntarily agreed to limit
each Fund's annual expenses to .50% of its ANA and will reimburse the Funds for
all expenses in excess of that amount until August 1, 1999.
Example of Effect of the Funds' Operating Expenses
This example is intended to help you compare the cost of investing in one of
the Funds with the cost of investing in other mutual funds. Although your
actual costs may be higher or lower, you would pay the following expenses on a
$10,000 investment, assuming (1) 5% annual return, (2) the Fund's operating
expenses remain the same, and (3) you redeem all of your shares at the end of
those periods.
Texas Tax-Free Texas Tax-Free
Income Fund Money Market Fund
- -------------------------------------------------------------------------------
1 year $ 100 $ 139
3 year s 312 434
5 years 542 750
10 years 1,201 1,646
FUND INVESTMENTS
Principal Investment Strategies and Risks
Q What is each Fund's principal investment strategy?
A We will attempt to achieve each Fund's objective by investing each
Fund's assets primarily in securities issued by the State of Texas, its
political subdivisions and instrumentalities, and by other governmental
entities, if, in the opinion of counsel, the interest from such
obligations is excluded from gross income for federal income tax
purposes.
Currently, Texas does not have a personal state income tax. In the event
Texas does enact a personal state income or similar tax, we will attempt
to seek a high level of current interest income also exempt from such
tax. The ability of the Funds to pursue this further policy, of course,
will be affected by the actual form of such a tax.
These securities include municipal debt obligations that have been
issued by Texas and its political subdivisions, and duly constituted
state and local authorities and corporations. We refer to these
securities as Texas tax-exempt securities. Texas tax-exempt securities
are issued to fund public infrastructure projects such as streets and
highways, schools, water and sewer systems, hospitals, and airports.
They may also be issued to refinance outstanding
8
<PAGE>
obligations as well as to obtain funds for general operating expenses
and for loans to other public institutions and facilities.
Because the projects benefit the public, Congress has granted exemption
from federal income taxes for the interest income arising from these
securities.
Q What types of tax-exempt securities will be included in each Fund's
portfolio?
A Each Fund's assets may be invested in any of the following tax-exempt
securities:
o general obligation bonds which are secured by the issuer's pledge of
its full faith, credit, and taxing power for the payment of
principal and interest;
o revenue bonds which are payable from the revenue derived from a
particular facility or class of facilities or, in some cases, from
annual appropriations made by the state legislature for the
repayment of interest and principal or other specific revenue
source, but not from the general taxing power;
o lease obligations backed by the municipality's covenant to budget
for the payments due under the lease obligation; and
o industrial development bonds issued by or on behalf of public
authorities to obtain funds for privately-operated facilities.
As a temporary defensive measure because of market, economic, political,
or other conditions, we may invest up to 100% of each Fund's assets in
short-term securities whether or not they are exempt from federal income
tax. To the extent that these temporary investments produce taxable
income, that income may result in that Fund not fully achieving its
investment objective.
Q What are the principal risks associated with investments in tax-exempt
securities?
A The two principal risks of investing in tax-exempt securities are credit
risk and market risk.
[CAUTION LIGHT}
CREDIT RISK. Credit risk is the possibility that an issuer of a fixed
income security will fail to make timely payments of interest or
principal. We attempt to minimize the Funds' credit risks by investing
in securities considered at least investment grade at the time of
purchase. Nevertheless, even investment-grade securities are subject to
some credit risk. In addition, the ratings of securities are estimates
by the rating agencies of the credit quality of the
9
<PAGE>
securities. The ratings may not take into account every risk that
interest or principal will be repaid on a timely basis.
When evaluating potential investments for the Funds, our analysts also
independently assess credit risk and its impact on the Funds' portfolio.
Securities in the lowest investment grade ratings category (BBB) have
speculative grade characteristics. Changes in economic conditions or
other circumstances are more likely to lead to a weakened capability to
make principal and interest payments on these securities than is the
case for higher-rated securities.
[CAUTION LIGHT]
MARKET RISK. As a mutual fund investing in bonds, the Funds are subject
to the risk that the market value of the bonds will decline because of
rising interest rates. Bond prices are linked to the prevailing market
interest rates. In general, when interest rates rise, the prices of
bonds fall and when interest rates fall, bond prices generally rise. The
price volatility of a bond also depends on its maturity. Generally, the
longer the maturity of a bond, the greater its sensitivity to interest
rates. To compensate investors for this higher market risk, bonds with
longer maturities generally offer higher yields than bonds with shorter
maturities.
Q What percentage of each Fund's assets will be invested in Texas tax-
exempt securities?
A During normal market conditions, at least 80% of each Fund's net assets
will consist of Texas tax-exempt securities. This policy may only be
changed by a shareholder vote.
In addition to Texas tax-exempt securities, securities issued by certain
U.S. territories and possessions such as Puerto Rico, the Virgin
Islands, and Guam are exempt from federal personal income taxes; and as
such, we may consider investing up to 20% of each Fund's assets in these
securities.
Q Are each Fund's investments diversified in many different issuers?
A Each Fund is considered diversified under the federal securities laws.
This means that we will not invest more than 5% in any one issuer with
respect to 75% of each Fund's assets. With respect to the remaining 25%
of each Fund's assets, we could invest more than 5% in any one, or more,
issuers. Purchases of securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities are not counted toward
the 5% limitation. Each Fund, of course, is concentrated geographically
through the purchase of Texas tax-exempt securities.
10
<PAGE>
With respect to the Texas Money Market Fund, strict SEC guidelines do
not permit us to invest, with respect to 75% of the Fund's assets,
greater than 10% of the Fund's total assets in securities issued by or
subject to guarantees by the same institution.
We also may not invest more than 25% of the Funds' total assets in
securities issued in connection with the financing of projects with
similar characteristics, such as toll road revenue bonds, housing
revenue bonds, or electric power project revenue bonds, or in industrial
revenue bonds which are based, directly or indirectly, on the credit of
private entities of any one industry. However, we reserve the right to
invest more than 25% of the Funds' total assets in tax-exempt industrial
revenue bonds.
Q What are the potential risks associated with concentrating such a large
portion of each Fund's assets in one state?
[CAUTION LIGHT]
A The Funds are subject to credit and market risks, as described above,
which could be magnified by the Funds' concentration in Texas issues.
Texas tax-exempt securities may be affected by political, economic,
regulatory, or other developments that limit the ability of Texas
issuers to pay interest or repay principal in a timely manner.
Therefore, the Funds are affected by events within Texas to a much
greater degree than a more diversified national fund.
A particular development may not directly relate to the Funds'
investments but nevertheless might depress the entire market for the
state's tax-exempt securities and therefore adversely impact the Funds'
valuation.
An investment in the Texas Tax-Free Money Market Fund may be riskier
than an investment in other types of money market funds because of this
concentration.
The following are examples of just some of the events that may depress
valuations for Texas tax-exempt securities for an extended period of
time:
o Changes in state laws, including voter referendums, that restrict
revenues or raise costs for issuers.
o Court decisions that affect a category of municipal bonds, such as
municipal lease obligations or electric utilities.
o Natural disasters such as floods, storms, hurricanes, droughts,
fires, or earthquakes.
o Bankruptcy or financial distress of a prominent municipal issuer
within the state.
11
<PAGE>
o Economic issues that impact critical industries or large employers
or that weaken real estate prices.
o Reductions in federal or state financial aid.
o Imbalance in the supply and demand for the state's municipal
securities.
o Developments that may change the tax treatment of Texas tax-exempt
securities.
In addition, because each Fund invests in securities backed by banks and
other financial institutions, changes in the credit quality of these
institutions could cause losses to a Fund and affect its share price.
Other considerations affecting the Funds' investments in Texas
tax-exempt securities are summarized in the Statement of Additional
Information under SPECIAL RISK CONSIDERATIONS.
Q Will any portion of the distributions from the Funds be subject to
federal income taxes?
A During normal market conditions, at least 80% of each Fund's annual
income will be excluded from gross income for federal income tax
purposes. This policy may only be changed by a shareholder vote. We
expect that any taxable interest income distributed will be minimal.
However, gains and losses from trading securities that occur during the
normal course of managing a fund may create capital gain or loss
distributions. The Internal Revenue Code presently treats these
distributions differently than tax-exempt interest income in the
following ways:
o Distributions of net short-term capital gains are taxable as
ordinary income.
o Distributions of net long-term capital gains are taxable as
long-term capital gains, regardless of the length of time you have
held the Fund shares.
o Both short-term and long-term capital gains are taxable whether
received in cash or reinvested in additional shares.
Q Will income from the Funds be subject to the federal alternative minimum
tax (AMT) for individuals?
A During normal market conditions, at least 80% of each Fund's annual
income will be excluded from the calculation of the federal alternative
minimum tax (AMT) for individuals. This policy may
12
<PAGE>
only be changed by a shareholder vote. Since inception, the Funds have
not distributed any income that is subject to the federal AMT for
individuals, and we do not intend to invest in securities subject to the
federal AMT. However, of course, changes in federal tax laws or other
unforeseen circumstances could result in income subject to the federal
AMT for individuals.
Texas Tax-Free Income Fund
Q What is the credit quality of the Fund's investments?
A Under normal market conditions, we will invest the Fund's assets so that
at least 50% of the total market value of the tax-exempt securities is
rated within the three highest long-term rating categories (A or higher)
by Moody's Investors Service, Inc. (Moody's), Standard & Poor's Ratings
Group (S&P), or Fitch IBCA, Inc. (Fitch) or in the highest short-term
rating category by Moody's, S&P, or Fitch; or if a security is not rated
by these rating agencies, we must determine that the security is of
equivalent investment quality.
In no event will we purchase a security for the Fund unless it is rated
at least investment grade at the time of purchase. Investment-grade
securities are those securities rated within the four highest long-term
rating categories by Moody's (Baa or higher), S&P, or Fitch (BBB or
higher), or in the two highest short-term rating categories by these
rating agencies; or if unrated by these agencies, we must determine that
the securities are of equivalent investment quality.
You will find a complete description of the above tax-exempt ratings in
the Funds' Statement of Additional Information.
Q What happens if the rating of a security is downgraded to below
investment grade?
A We will determine whether it is in the best interest of the Fund's
shareholders to continue to hold the security in the Fund's portfolio.
If downgrades result in more than 5% of the Fund's net assets being
invested in securities that are less than investment-grade quality, we
will take immediate action to reduce the Fund's holdings in such
securities to 5% or less of the Fund's net assets, unless otherwise
directed by the Board of Trustees.
13
<PAGE>
Q How does the portfolio manager decide which securities to buy and sell?
A We manage tax-exempt funds based on the common sense premise that our
investors value tax-exempt income over taxable capital gains
distributions. When weighing our decision to buy or sell a security, we
strive to balance the value of the tax-exempt income, the credit risk of
the issuer, and the price volatility of the bond.
Q What is the Fund's average portfolio maturity and how is it calculated?
A While the Fund's average portfolio maturity is not restricted, we expect
it to be greater than 10 years. To determine a security's maturity for
purposes of calculating the Fund's average portfolio maturity, we may
estimate the expected time in which the security's principal is to be
paid. This can be substantially shorter than its stated final maturity.
For more information on the method of calculating the Fund's average
weighted portfolio maturity, see INVESTMENT POLICIES in the Funds'
Statement of Additional Information.
Texas Tax-Free Money Market Fund
Q What is the credit quality of the Fund's investments?
A The Fund's investments consist of securities meeting the requirements to
qualify as "eligible securities" under the SEC rules applicable to money
market funds. In general, an eligible security is defined as a security
that is:
o issued or guaranteed by the U.S. Government or any agency or
instrumentality thereof including "prerefunded" and "escrowed to
maturity" tax-exempt securities;
o rated or subject to a guarantee that is rated in one of the two
highest categories for short-term securities by at least two
Nationally Recognized Statistical Rating Organizations (NRSROs), or
by one NRSRO if the security is rated by only one NRSRO;
o unrated but issued by an issuer or guaranteed by a guarantor that
has other comparable short-term debt obligations so rated; or
o unrated but determined by us to be of comparable quality.
14
<PAGE>
In addition, we must consider whether a particular investment presents
minimal credit risk.
Q Who are the Nationally Recognized Statistical Rating Organizations?
A Current NRSROs include:
o Moody's Investors Service, Inc.;
o Standard & Poor's Ratings Group;
o Fitch IBCA, Inc.;
o Duff & Phelps, Inc.; and
o Thompson BankWatch, Inc.
Q What happens if the rating of a security is downgraded?
A If the rating of a security is downgraded after purchase, we will
determine whether it is in the best interest of the Fund's shareholders
to continue to hold the security in the Fund's portfolio.
Q Will the Fund always maintain a net asset value of $1 per share?
[CAUTION LIGHT]
A While we will endeavor to maintain a constant Fund net asset value of $1
per share, there is no assurance that we will be able to do so.
Remember, the shares are neither insured nor guaranteed by the U.S.
Government. As such, the Fund carries some risk.
For example, there is always a risk that the issuer of a security held
by the Fund will fail to pay interest or principal when due. We attempt
to minimize this credit risk by investing only in securities rated in
one of the two highest categories for short-term securities, or, if not
rated, of comparable quality, at the time of purchase. Additionally, we
will not purchase a security unless our analysts determine that the
security presents minimal credit risk.
There is also a risk that rising interest rates will cause the value of
the Fund's securities to decline. We attempt to minimize this interest
risk by limiting the maturity of each security to 397 days or less and
maintaining a dollar-weighted average portfolio maturity for the Fund of
90 days or less.
DOLLAR-
WEIGHTED
AVERAGE
PORTFOLIO
MATURITY IS
OBTAINED BY
MULTIPLYING
THE DOLLAR
VALUE OF EACH
INVESTMENT
BY THE NUMBER
OF DAYS LEFT TO
ITS MATURITY,
THEN ADDING
THOSE FIGURES TOGETHER
AND DIVIDING THE
TOTAL BY THE
DOLLAR VALUE
OF THE FUND'S
PORTFOLIO.
Finally, there is the possibility that one or more investments in the
Fund cease to be "eligible securities" resulting in the net asset value
ceasing to be $1 per share. For example, a guarantor on a security may
fail to meet a contractual obligation.
15
<PAGE>
Q How does the portfolio manager decide which securities to buy and sell?
A We balance factors such as credit quality and maturity to purchase the
best relative value available in the market at any given time. While
rare, sell decisions are usually based on a change in our credit
analysis or to take advantage of an opportunity to reinvest at a higher
yield.
For additional information about other securities in which we may invest each
Fund's assets, see APPENDIX A on page 29.
FUND MANAGEMENT
The Trust has retained us, USAA Investment Management Company, to serve as the
manager and distributor for the Trust. We are an affiliate of United Services
Automobile Association (USAA), a large, diversified financial services
institution. As of the date of this Prospectus, we had approximately $____
billion in total assets under management. Our mailing address is 9800
Fredericksburg Road, San Antonio, TX 78288.
We provide management services to the Fund pursuant to an Advisory Agreement.
We are responsible for managing the Funds' portfolios (including placement of
brokerage orders) and their business affairs, subject to the authority and
supervision by the Board of Trustees. For our services, the Funds pay us an
annual fee. This fee, which is accrued daily and paid monthly, is computed as a
percentage of the aggregate average net assets of both Funds combined. This fee
is allocated between the Funds based on the relative net assets of each. The
fee is computed at one-half of one percent (.50%) of the first $50 million of
average net assets, two-fifths of one percent (.40%) of that portion of average
net assets over $50 million but not over $100 million, and three-tenths of one
percent (.30%) of that portion of average net assets in excess of $100 million.
The fee we received for the fiscal year ended March 31, 1998, net of
reimbursements, was equal to .02% of average net assets for the Texas Tax-Free
Income Fund. We waived the advisory fee for the Texas Tax-Free Money Market
Fund. We reimbursed the Texas Tax-Free Income Fund $73,971 and the Texas
Tax-Free Money Market Fund $47,657 for their Total Operating Expenses in excess
of the .50% limitation. We also provide services related to selling the Funds'
shares and receive no compensation for those services.
Although our officers and employees, as well as those of the Trust, may engage
in personal securities transactions, they are restricted by the procedures in a
Joint Code of Ethics adopted by the Trust and us.
16
<PAGE>
Portfolio Managers
The following individuals are primarily responsible for managing the Funds:
TEXAS TAX-FREE INCOME FUND
[PHOTOGRAPH OF
PORTFOLIO MANAGER]
Robert R. Pariseau
Robert R. Pariseau, Assistant Vice President of Fixed Income Investments since
June 1995, has managed the Fund since May 1995. He has 14 years investment
management experience working for us. Mr. Pariseau earned the Chartered
Financial Analyst (CFA) designation in 1987 and is a member of the Association
for Investment Management and Research (AIMR), the San Antonio Financial
Analysts Society, Inc. (SAFAS), and the National Federation of Municipal
Analysts (NFMA). He holds an MBA from Lindenwood College and a BS from the U.S.
Naval Academy.
TEXAS TAX-FREE MONEY MARKET FUND
[PHOTOGRAPH OF
PORTFOLIO MANAGER]
John C. Bonnell
John C. Bonnell, Executive Director of Money Market Funds since May 1996, has
managed the Fund since May 1996. He has nine years investment management
experience working for us. Mr. Bonnell earned the CFA designation in 1994 and
is a member of AIMR, SAFAS, NFMA, and the Southern Municipal Finance Society.
He holds an MBA from St. Mary's University and a BBA from the University of
Texas at San Antonio.
USING MUTUAL FUNDS IN AN INVESTMENT PROGRAM
I. The Idea Behind Mutual Funds
Mutual funds provide small investors some of the advantages enjoyed by wealthy
investors. A relatively small investment can buy part of a diversified
portfolio. That portfolio is managed by investment professionals, relieving you
of the need to make individual stock or bond selections. You also enjoy
conveniences, such as daily pricing, liquidity, and in the case of the USAA
Family of Funds, no sales charge. The portfolio, because of its size, has lower
transaction costs on its trades than most individuals would have. As a result,
you own an investment that in earlier times would have been available only to
very wealthy people.
17
<PAGE>
II. Using Funds in an Investment Program
In choosing a mutual fund as an investment vehicle, you are giving up some
investment decisions, but must still make others. The decisions you don't have
to make are those involved with choosing individual securities. We will perform
that function. In addition, we will arrange for the safekeeping of securities,
auditing the annual financial statements, and daily valuation of the Fund, as
well as other functions.
You, however, retain at least part of the responsibility for an equally
important decision. This decision involves determining a portfolio of mutual
funds that balances your investment goals with your tolerance for risk. It is
likely that this decision may include the use of more than one fund of the USAA
Family of Funds.
For example, assume you wish to pursue the higher yields usually available in
the long-term bond market, but you are also concerned about the possible price
swings of the long-term bonds. You could divide your investments between the
Texas Tax-Free Income Fund and the Texas Tax-Free Money Market Fund. This would
create a portfolio with a higher yield than that of the money market and less
volatility than that of the long-term market. This is just one way you could
combine funds to fit your own risk and reward goals.
III. USAA's Family of Funds
We offer you another alternative with our asset strategy funds listed under
asset allocation on page 32. These unique mutual funds provide a professionally
managed diversified investment portfolio within a mutual fund. Designed for the
individual who prefers to delegate the asset allocation process to an
investment manager, their structure achieves diversification across a number of
investment categories.
Whether you prefer to create your own mix of mutual funds or use a USAA Asset
Strategy Fund, the USAA Family of Funds provides a broad range of choices
covering just about any investor's investment objectives. Our sales
representatives stand ready to assist you with your choices and to help you
craft a portfolio to meet your needs.
HOW TO INVEST
Purchase of Shares
OPENING AN ACCOUNT
You may open an account and make an investment as described below by mail, in
person, bank wire, electronic funds transfer (EFT), or phone. A complete,
signed application is required for new accounts. However, after you open your
initial account with us, you will not need to fill out another application
unless the registration is different.
18
<PAGE>
TAX ID NUMBER
Each shareholder named on the account must provide a social security number or
tax identification number to avoid possible withholding requirements.
EFFECTIVE DATE
When you make a purchase, your purchase price will be the net asset value (NAV)
per share next determined after we receive your request in proper form as
described below. Each Fund's NAV is determined at the close of the regular
trading session (generally 4:00 p.m. Eastern Time) of the New York Stock
Exchange (NYSE) each day the NYSE is open. If we receive your request prior to
that time, your purchase price will be the NAV per share determined for that
day. If we receive your request after the NAV per share is calculated, the
purchase will be effective on the next business day. If you plan to purchase
Fund shares with a foreign check, we suggest you convert your foreign check to
U.S. dollars prior to investment in a Fund to avoid a potential delay in the
effective date of your purchase of up to four to six weeks. Furthermore, a bank
charge may be assessed in the clearing process, which will be deducted from the
amount of the purchase.
MINIMUM INVESTMENTS
INITIAL PURCHASE
o $3,000. Employees of USAA and its affiliated companies may open an account
through payroll deduction for as little as $25 per pay period with no
initial investment.
ADDITIONAL PURCHASES
o $50 (Except transfers from brokerage accounts into the Texas Tax-Free
Money Market Fund, which are exempt from the minimum).
HOW TO PURCHASE
MAIL
o To open an account, send your application and check to:
USAA Investment Management Company
9800 Fredericksburg Road
San Antonio, TX 78288
o To add to your account, send your check and the "Invest by Mail" stub that
accompanies your Fund's transaction confirmation to the Transfer Agent:
USAA Shareholder Account Services
9800 Fredericksburg Road
San Antonio, TX 78288
19
<PAGE>
IN PERSON
o To open an account, bring your application and check to:
USAA Investment Management Company
USAA Federal Savings Bank
10750 Robert F. McDermott Freeway
San Antonio, TX
BANK WIRE
o Instruct your bank (which may charge a fee for the service) to wire the
specified amount to the Fund as follows:
State Street Bank and Trust Company
Boston, MA 02101
ABA#011000028
Attn: USAA Texas Fund Name
USAA Account Number: 69384998
Shareholder(s) Name(s) _______________________
Shareholder(s) Account Number ________________
ELECTRONIC FUNDS TRANSFER
o Additional purchases on a regular basis can be deducted from a bank
account, paycheck, income-producing investment, or USAA money market fund
account. Sign up for these services when opening an account or call
1-800-531-8448 to add these services.
PHONE 1-800-531-8448
o If you have an existing USAA account and would like to open a new account
or exchange to another USAA fund, call for instructions. To open an
account by phone, the new account must have the same registration as your
existing account.
Redemption of Shares
You may redeem Fund shares by any of the methods described below on any day the
NAV per share is calculated. Redemptions are effective on the day instructions
are received in a manner as described below. However, if instructions are
received after the NAV per share calculation (generally 4:00 p.m. Eastern
Time), redemption will be effective on the next business day.
Within seven days after the effective date of redemption, we will send you your
money. Payment for redemption of shares purchased by EFT or check is sent after
the EFT or check has cleared, which could take up to 15 days from the purchase
date. If you are considering redeeming shares soon after purchase, you should
purchase by bank wire or certified check to avoid delay.
20
<PAGE>
Redemptions are subject to income tax based on the difference between the cost
of shares when purchased and the price received upon redemption.
In addition, the Trust may elect to suspend the redemption of shares or
postpone the date of payment in limited circumstances.
HOW TO REDEEM
WRITTEN, FAX, TELEGRAPH, OR TELEPHONE
o Send your written instructions to:
USAA Shareholder Account Services
9800 Fredericksburg Road
San Antonio, TX 78288
o Send a signed fax to 1-800-292-8177, or send a telegram to USAA
Shareholder Account Services.
o Call toll free 1-800-531-8448, in San Antonio, 456-7202.
Telephone redemption privileges are automatically established when you complete
your application. The Fund will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account, we obtain the following information: (1)
USAA number or account number, (2) the name(s) on the account registration, and
(3) social security number or tax identification number for the account
registration. In addition, we record all telephone communications with you and
send confirmations of account transactions to the address of record. Redemption
by telephone, fax, or telegram is not available for shares represented by stock
certificates.
CHECKWRITING
o Checks can be issued for your Texas Tax-Free Money Market Fund account.
Return a signed signature card, which accompanies your application, or
request a signature card separately and return to:
USAA Shareholder Account Services
9800 Fredericksburg Road
San Antonio, TX 78288
You will not be charged for the use of checks or any subsequent reorders. Your
checkwriting privilege is subject to State Street Bank and Trust Company's
rules and regulations governing checking accounts. You may write checks in the
amount of $250 or more. Checks written for less than $250 will be returned
unpaid. Because the value of your account changes daily as dividends accrue,
you may not write a check to close your account.
21
<PAGE>
IMPORTANT INFORMATION ABOUT PURCHASES AND REDEMPTIONS
Investor's Guide to USAA Mutual Fund Services
Upon your initial investment with us, you will receive the INVESTOR'S GUIDE to
help you get the most out of your USAA mutual fund account and to help you in
your role as an investor. In the INVESTOR'S GUIDE, you will find additional
information on purchases, redemptions, and methods of payment. You will also
find in-depth information on automatic investment plans, shareholder statements
and reports, and other useful information.
Account Balance
Beginning in September 1998, and occurring annually thereafter, USAA
Shareholder Account Services (SAS), the Funds' transfer agent, may assess a
small balance account fee of $12 to each shareholder account with a balance, at
the time of assessment, of less than $2,000. The fee will reduce total transfer
agency fees paid by the Fund to SAS. Accounts exempt from the fee include: (1)
any account regularly purchasing additional shares each month through an
automatic investment plan; (2) any account registered under the Uniform
Gifts/Transfers to Minors Act (UGMA/UTMA); (3) all (non-IRA) money market fund
accounts; (4) any account whose registered owner has an aggregate balance of
$50,000 or more invested in USAA mutual funds; and (5) all IRA accounts (for
the first year the account is open).
Trust Rights
The Trust reserves the right to:
o reject purchase or exchange orders when in the best interest of the Trust;
o limit or discontinue the offering of shares of any portfolio of the Trust
without notice to the shareholders;
o impose a redemption charge of up to 1% of the net asset value of shares
redeemed if circumstances indicate a charge is necessary for the protection
of remaining investors (for example, if excessive market-timing share
activity unfairly burdens long-term investors); however, this 1% charge
will not be imposed upon shareholders unless authorized by the Board of
Directors and the required notice has been given to shareholders;
o require a signature guarantee for transactions or changes in account
information in those instances where the appropriateness of a signature
authorization is in question. The Statement of Additional Information
contains information on acceptable guarantors;
22
<PAGE>
o redeem an account with a total value of less than $500 of either Fund, with
certain limitations.
EXCHANGES
Exchange Privilege
The exchange privilege is automatic when you complete your application. You may
exchange shares among Funds in the USAA Family of Funds, provided you do not
hold these shares in stock certificate form and the shares to be acquired are
offered in your state of residence. Only Texas residents may exchange into a
Texas Fund. The Funds' transfer agent will simultaneously process exchange
redemptions and purchases at the share prices next determined after the
exchange order is received. The investment minimums applicable to share
purchases also apply to exchanges. For federal income tax purposes, an exchange
between Funds is a taxable event; and as such, you may realize a capital gain
or loss. Exchanges are based on the difference between the cost of shares when
purchased and the price received upon exchange.
The Funds have undertaken certain procedures regarding telephone transactions
as described on page 21.
Exchange Limitations, Excessive Trading
To minimize Fund costs and to protect the Funds and their shareholders from
unfair expense burdens, the Funds restrict excessive exchanges. The limit on
exchanges out of any Fund in the USAA Family of Funds for each account is six
per calendar year (except there is no limitation on exchanges out of the Tax
Exempt Short-Term Fund, Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).
SHAREHOLDER INFORMATION
NAV
EQUALS
TOTAL ASSETS
MINUS
LIABILITIES
DIVIDED BY
# OF SHARES OUTSTANDING
Share Price Calculation
The price at which you purchase and redeem Fund shares is equal to the net
asset value (NAV) per share determined on the effective date of the purchase or
redemption. You may buy and sell Fund shares at the NAV per share without a
sales charge. Each Fund's NAV per share is calculated at the close of the
regular trading session of the NYSE, which is usually 4:00 p.m. Eastern Time.
Securities of the Texas Tax-Free Income Fund are valued each business day at
their current market value as determined by a pricing service approved by the
Trust's Board of Trustees. Securities which cannot be valued by the pricing
service, and all other assets, are valued in good faith at fair value
23
<PAGE>
using methods we have determined under the general supervision of the Board
of Trustees. In addition, securities with maturities of 60 days or less and all
securities of the Texas Tax-Free Money Market Fund are stated at amortized
cost, which approximates market value.
For additional information on how securities are valued, see VALUATION OF
SECURITIES in the Funds' Statement of Additional Information.
Dividends and Distributions
Net investment income of each Fund is accrued daily and paid on the last
business day of the month. Dividends shall begin accruing on shares purchased
the day following the effective date and shall continue to accrue to the
effective date of redemption. Any net capital gain distribution usually occurs
within 45 days of the March 31 fiscal year end, which would be somewhere around
the middle of May. The Funds will make additional payments to shareholders, if
necessary, to avoid the imposition of any federal income or excise tax.
All income dividends and capital gain distributions are automatically
reinvested, unless we receive different instructions from you. The share price
will be the NAV of the Fund shares computed on the ex-dividend date. Any
capital gain distributions paid by the Texas Tax-Free Income Fund will reduce
the NAV per share by the amount of the dividend or distribution. These
dividends and distributions are subject to taxes. If you become a resident of a
state other than Texas, we will mail a check for proceeds of income dividends
to you monthly. We will mail a check for any capital gain distribution to you
after the distribution is paid.
We will invest any dividend or distribution payment returned to us in your
account at the then-current NAV per share. Dividend and distribution checks
become void six months from the date on the check. The amount of the voided
check will be invested in your account at the then-current NAV per share.
Federal Taxes
This tax information is quite general and refers to the federal income tax
provisions in effect as of the date of this Prospectus. While we manage the
Funds so that at least 80% of each Fund's annual income will be exempt from
federal income taxes, we may invest up to 20% of the Funds' assets in
securities that generate income not exempt from federal income taxes. Because
interest income may be exempt for federal income tax purposes, it does not
necessarily mean that the interest income may be exempt under the income or
other tax laws of any state or local taxing authority. As discussed earlier on
page 12, capital gains distributions by a Fund may be
24
<PAGE>
taxable. Note that the Taxpayer Relief Act of 1997 and regulations that will
likely be adopted to implement the Act may affect the status and treatment of
certain distributions shareholders receive from the Fund. We urge you to
consult your own tax adviser about the status of distributions from the Fund in
your own state and locality.
WITHHOLDING - Federal law requires each Fund to withhold and remit to the U.S.
Treasury a portion of the income dividends and capital gain distributions and
proceeds of redemptions paid to any non-corporate shareholder who:
o fails to furnish the Fund with a correct tax identification number,
o underreports dividend or interest income, or
o fails to certify that he or she is not subject to withholding.
To avoid this withholding requirement, you must certify on your application, or
on a separate Form W-9 supplied by the Funds' transfer agent, that your tax
identification number is correct and you are not currently subject to backup
withholding.
REPORTING - Each Fund will report information to you concerning the tax status
of dividends and distributions for federal income tax purposes annually,
including the portion of the dividends constituting interest on private
activity bonds and the percentage and source of interest income earned on
tax-exempt securities held by the Fund during the preceding year.
Texas Taxation
Texas does not currently impose an income tax on individuals. Therefore,
dividends and distributions paid by the Funds to individuals who are residents
of Texas are not subject to a Texas personal income tax. If Texas eventually
enacts a personal income tax, investors will need to consult with their own tax
advisors with respect to the possible taxation of dividends and distributions.
Texas imposes a franchise tax on corporations, limited liability companies,
certain banks, limited banking associations and savings and loan associations
that do business in the State or that are chartered or authorized to do
business in the State. It is a tax on the privilege of doing business within
the State, measured by such an entity's net taxable capital and by its net
taxable earned surplus. Because the Funds are series of a registered open-end
investment company organized as a Delaware business trust, they themselves are
not subject to the Texas franchise tax. An investor in the Funds subject to the
Texas franchise tax, however, must include distributions it receives from the
Funds in its calculation of net taxable capital. All distributions from the
Funds that are exempt from federal income tax, though, are exempt from the
portion of the Texas franchise tax based on taxable earned surplus.
25
<PAGE>
Year 2000
Like other organizations around the world, the Funds could be adversely
affected if the computer systems used by the Funds, their service providers, or
companies in which the Funds invest do not properly process and calculate
date-related information beginning on January 1, 2000, a problem commonly
referred to as the "Year 2000 Problem." We and our USAA affiliates have taken
steps to address any potential Year 2000 Problem with the computer programs
used by the Funds, us, and other USAA companies. We expect USAA programs to be
fully compliant by some time during the first half of 1999. We are also
actively reviewing the steps being taken by our third-party service providers
as well as those of the Funds to address the Year 2000 Problem. Those reviews
include site visits of the principal service providers. At this time, however,
there can be no assurance that the steps being taken by USAA, third-party
service providers, or companies in which the Funds invest will be sufficient to
avoid adverse impact to the Funds for the Year 2000 Problem.
26
<PAGE>
FINANCIAL HIGHLIGHTS
These financial highlights tables are intended to help you understand the
Funds' financial performance for the past four years. Certain information
reflects financial results for a single Fund share. The total returns in the
tables represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by KPMG Peat Marwick LLP,
whose report, along with the Funds' financial statements, are included in the
Annual Report, which is available upon request.
Texas Tax-Free Income Fund:
Year Ended March 31,
--------------------
1998 1997 1996 1995**
---- ---- ---- ------
Net asset value at
beginning of period $ 10.38 $ 10.45 $ 10.21 $ 10.00
Net investment income .57 .59 .58 .34
Net realized and
unrealized gain .82 .13 .36 .21
Distributions from net
investment income (.57) (.59) (.58) (.34)
Distributions of realized
capital gains (.10) (.20) (.12) -
------- ------- ------- -------
Net asset value at
end of period $ 11.10 $ 10.38 $ 10.45 $ 10.21
======= ======= ======= =======
Total return (%)* 13.71 7.06 9.42 5.75
Net assets at end of
period (000) $21,116 $11,206 $ 8,053 $ 6,446
Ratio of expenses to
average net assets (%) .50 .50 .50 .50(a)
Ratio of expenses to average
net assets excluding
reimbursements (%) .98 1.35 1.66 2.40(a)
Ratio of net investment
income to average net
assets (%) 5.27 5.63 5.51 5.56(a)
Portfolio turnover (%) 56.29 86.17 71.14 49.63
- -----------------
(a) Annualized. The ratio is not necessarily indicative of 12 months of
operations.
* Assumes reinvestment of all dividend income and capital gains distributions
during the period.
** Fund commenced operations August 1, 1994.
27
<PAGE>
Financial Highlights (cont.)
Texas Tax-Free Money Market Fund:
Year Ended March 31,
--------------------
1998 1997 1996 1995**
---- ---- ---- ------
Net asset value at
beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income .03 .03 .03 .02
Distributions from net
investment income (.03) (.03) (.03) (.02)
------- ------- ------- -------
Net asset value at
end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= =======
Total return (%)* 3.43 3.22 3.49 2.09
Net assets at end of
period (000) $ 5,888 $ 5,280 $ 4,695 $ 3,881
Ratio of expenses to
average net assets (%) .50 .50 .50 .50(a)
Ratio of expenses to average
net assets excluding
reimbursements (%) 1.37 1.77 2.02 2.63(a)
Ratio of net investment
income to average net
assets (%) 3.38 3.17 3.42 3.18(a)
- -----------------
(a) Annualized. The ratio is not necessarily indicative of 12 months of
operations.
* Assumes reinvestment of all dividend income distributions during the
period.
** Fund commenced operations August 1, 1994.
28
<PAGE>
APPENDIX A
THE FOLLOWING ARE DESCRIPTIONS OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST EACH FUND'S ASSETS:
VARIABLE RATE SECURITIES
We may invest a Fund's assets in tax-exempt securities that bear interest at
rates which are adjusted periodically to market rates.
o These interest rate adjustments can both raise and lower the income
generated by such securities. These changes will have the same effect on
the income earned by the Fund depending on the proportion of such
securities held.
o The value of variable rate securities is less affected than fixed-coupon
securities by changes in prevailing interest rates because of the periodic
adjustment of their coupons to a market rate. The shorter the period
between adjustments, the smaller the impact of interest rate fluctuations
on the value of these securities.
o The market value of a variable rate security usually tends toward par (100%
of face value) at interest rate adjustment time.
In the case of the Texas Tax-Free Money Market Fund only, any variable rate
instrument with a demand feature will be deemed to have a maturity equal to
either the date on which the underlying principal amount may be recovered
through demand or the next rate adjustment date consistent with applicable
regulatory requirements.
PUT BONDS
We may invest a Fund's assets in tax-exempt securities (including securities
with variable interest rates) which may be redeemed or sold back (put) to the
issuer of the security or a third party prior to stated maturity (put bonds).
Such securities will normally trade as if maturity is the earlier put date,
even though stated maturity is longer. For the Texas Tax-Free Income Fund,
maturity for put bonds is deemed to be the date on which the put becomes
exercisable. Generally, maturity for put bonds for the Texas Tax-Free Money
Market Fund is determined as stated under Variable Rate Securities.
ZERO COUPON BONDS
We may invest a Fund's assets in zero coupon bonds. A zero coupon bond is a
security that is sold at a deep discount from its face value, makes no periodic
interest payments, and is redeemed at face value when it matures. The lump sum
payment at maturity increases the price volatility of the zero coupon bond to
changes in interest rates when compared to a bond that distributes a semiannual
coupon payment. In calculating its dividend, each Fund records as income the
daily amortization of the purchase discount.
29
<PAGE>
WHEN-ISSUED SECURITIES
We may invest a Fund's assets in new securities offered on a when-issued basis.
o Delivery and payment take place after the date of the commitment to
purchase, normally within 45 days. Both price and interest rate are fixed
at the time of commitment.
o The Funds do not earn interest on the securities until settlement, and the
market value of the securities may fluctuate between purchase and
settlement.
o Such securities can be sold before settlement date.
MUNICIPAL LEASE OBLIGATIONS
We may invest a Fund's assets in a variety of instruments commonly referred to
as municipal lease obligations, including:
o Leases,
o Installment purchase contracts, and
o Certificates of participation in such leases and contracts.
Certain lease obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease obligation payments in
future years unless money is appropriated for such purpose on a yearly basis.
LIQUIDITY
We may invest up to 15% of the net assets of the Texas Tax-Free Income Fund's
market value and up to 10% of the Texas Tax-Free Money Market Fund's market
value in securities which are illiquid. Illiquid securities are those
securities that cannot be disposed of in the ordinary course of business in
seven days or less at approximately the value at which the Fund has valued the
securities.
Lease obligations and certain put bonds subject to restrictions on transfer may
be determined to be liquid in accordance with the guidelines established by the
Funds' Board of Trustees.
In determining the liquidity of a lease obligation, we will consider: (1) the
frequency of trades and quotes for the lease obligation; (2) the number of
dealers willing to purchase or sell the lease obligation and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
lease obligation; (4) the nature of the marketplace trades, including the time
needed to dispose of the lease obligation, the method of soliciting offers, and
the mechanics of transfer; (5) whether the lease obligation is of a size that
will be attractive to institutional investors; (6) whether the lease obligation
contains a non-appropriation clause and the likelihood that the obligor will
fail to make an appropriation therefor; and (7) such other factors as the
Manager may determine to be relevant to such determination.
In determining the liquidity of put bonds with restrictions on transfer, we
will evaluate the credit quality of the party (the Put Provider) issuing (or
unconditionally guaranteeing performance on) the unconditional put or demand
feature of the put bond.
30
<PAGE>
APPENDIX B
Taxable Equivalent Yield Table
Assuming a Federal
Marginal Tax Rate of: 28% 31% 36% 39.6%
To Match a Double
Tax Free Yield of: A Fully Taxable Investment Would Have to Pay You:
===============================================================================
2.00% 2.78% 2.90% 3.13% 3.31%
- -------------------------------------------------------------------------------
2.50% 3.47% 3.62% 3.91% 4.14%
- -------------------------------------------------------------------------------
3.00% 4.17% 4.35% 4.69% 4.97%
- -------------------------------------------------------------------------------
3.50% 4.86% 5.07% 5.47% 5.79%
- -------------------------------------------------------------------------------
4.00% 5.56% 5.80% 6.25% 6.62%
- -------------------------------------------------------------------------------
4.50% 6.25% 6.52% 7.03% 7.45%
- -------------------------------------------------------------------------------
5.00% 6.94% 7.25% 7.81% 8.28%
- -------------------------------------------------------------------------------
5.50% 7.64% 7.97% 8.59% 9.11%
- -------------------------------------------------------------------------------
6.00% 8.33% 8.70% 9.38% 9.93%
- -------------------------------------------------------------------------------
6.50% 9.03% 9.42% 10.16% 10.76%
- -------------------------------------------------------------------------------
7.00% 9.72% 10.14% 10.94% 11.59%
===============================================================================
___________________
THIS TABLE IS A HYPOTHETICAL ILLUSTRATION AND SHOULD NOT BE CONSIDERED AN
INDICATION OF FUND PERFORMANCE OF ANY OF THE USAA FAMILY OF FUNDS.
THESE RATES WERE SELECTED AS EXAMPLES THAT WOULD BE RELEVANT TO MOST TAXPAYERS.
FOR A FURTHER EXPLANATION ON CALCULATING TAX EQUIVALENT YIELDS, SEE THE FUNDS'
STATEMENT OF ADDITIONAL INFORMATION.
31
<PAGE>
APPENDIX C
USAA Family of No-Load Mutual Funds
The USAA Family of No-Load Mutual Funds includes a variety of Funds, each with
different objectives and policies. In combination, these Funds are designed to
provide you with the opportunity to formulate your own investment program. You
may exchange any shares you hold in any one USAA Fund for shares in any other
USAA Fund. For more complete information about other Funds in the USAA Family
of Funds, including charges and expenses, call us for a Prospectus. Read it
carefully before you invest or send money.
FUND
TYPE/NAME VOLATILITY
===============================================================
CAPITAL APPRECIATION
- ---------------------------------------------------------------
Aggressive Growth Very high
Emerging Markets (1) Very high
First Start Growth Moderate to high
Gold (1) Very high
Growth Moderate to high
Growth & Income Moderate
International (1) Moderate to high
S&P 500 Index (2) Moderate
Science & Technology Very high
World Growth (1) Moderate to high
- ---------------------------------------------------------------
ASSET ALLOCATION
- ---------------------------------------------------------------
Balanced Strategy (1) Moderate
Cornerstone Strategy (1) Moderate
Growth and Tax Strategy Moderate
Growth Strategy (1) Moderate to high
Income Strategy Low to moderate
- ---------------------------------------------------------------
INCOME - TAXABLE
- ---------------------------------------------------------------
GNMA Low to moderate
Income Moderate
Income Stock Moderate
Short-Term Bond Low
- ---------------------------------------------------------------
INCOME - TAX EXEMPT
- ---------------------------------------------------------------
Long-Term (3) Moderate
Intermediate-Term (3) Low to moderate
Short-Term (3) Low
State Bond/Income (3,4) Moderate
- ---------------------------------------------------------------
MONEY MARKET
- ---------------------------------------------------------------
Money Market (5) Very low
Tax Exempt Money Market (3,5) Very low
Treasury Money Market Trust (5) Very low
State Money Market (3,4,5) Very low
===============================================================
1 FOREIGN INVESTING IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY
FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.
2 S&P(R) IS A TRADEMARK OF THE MCGRAW-HILL COMPANIES, INC., AND HAS BEEN
LICENSED FOR USE. THE PRODUCT IS NOT SPONSORED, SOLD OR PROMOTED BY STANDARD
& POOR'S, AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE
ADVISABILITY OF INVESTING IN THE PRODUCT.
3 SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.
4 CALIFORNIA, FLORIDA, NEW YORK, TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY TO
RESIDENTS OF THOSE STATES.
5 AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL BE
ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE.
32
<PAGE>
If you would like more information about the Funds, you may call 1-800-531-8181
to request a free copy of the Funds' Statement of Additional Information (SAI)
or Annual Reports. The SAI and the financial statements contained with the
Funds' Annual Reports have been filed with the Securities and Exchange
Commission (SEC) and are legally a part of the Prospectus. In each Fund's
Annual Report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund's performance during
the last fiscal year.
To view these documents, along with other related documents, you can visit the
SEC's Internet web site (http://www.sec.gov) or the Commission's Public
Reference Room in Washington, D.C. Information on the operation of the public
reference room can be obtained by calling 1-800-SEC-0330. Additionally, copies
of this information can be obtained, for a duplicating fee, by writing the
Public Reference Section of the Commission, Washington, D.C. 20549-6009.
Investment Adviser, Underwriter and Distributor
USAA Investment Management Company
9800 Fredericksburg Road
San Antonio, Texas 78288
-----------------------------------------------
Transfer Agent Custodian
USAA Shareholder Account Services State Street Bank and Trust Company
9800 Fredericksburg Road P.O. Box 1713
San Antonio, Texas 78288 Boston, Massachusetts 02105
-----------------------------------------------
Telephone Assistance
Call toll free - Central Time
Monday - Friday 8:00 a.m. to 8:00 p.m.
Saturdays 8:30 a.m. to 5:00 p.m.
------------------------------------------------
For Additional Information on Mutual Funds
1-800-531-8181, (in San Antonio) 456-7211
For account servicing, exchanges or redemptions
1-800-531-8448, (in San Antonio) 456-7202
-----------------------------------------------
Recorded Mutual Fund Price Quotes
24-Hour Service (from any phone)
1-800-531-8066, (in San Antonio) 498-8066
-----------------------------------------------
Mutual Fund TouchLINE(R)
(from Touchtone phones only)
For account balance, last transaction or fund prices
1-800-531-8777, (in San Antonio) 498-8777
- -------------------------------------------------------------------------------
Investment Company Act File No. 033-65572
<PAGE>
PART B
Statements of Additional Information for the
Florida Tax-Free Income and Florida Tax-Free Money
Market Funds and Texas Tax-Free Income and
Texas Tax-Free Money Market Funds
are included herein
<PAGE>
Part B
Statement of Additional Information for the
Florida Tax-Free Income and
Florida Tax-Free Money Market Funds
<PAGE>
USAA USAA STATE STATEMENT OF
EAGLE TAX-FREE ADDITIONAL INFORMATION
LOGO TRUST August 1, 1998
- -------------------------------------------------------------------------------
USAA STATE TAX-FREE TRUST
FLORIDA FUNDS
USAA STATE TAX-FREE TRUST (the Trust) is a registered investment company
offering shares of four no-load mutual funds, two of which are described in
this Statement of Additional Information (SAI): the Florida Tax-Free Income
Fund and Florida Tax-Free Money Market Fund (collectively, the Funds or the
Florida Funds). Each Fund is classified as diversified and has a common
investment objective of providing Florida investors with a high level of
current interest income that is exempt from federal income taxes and shares
that are exempt from the Florida intangible personal property tax. The Florida
Tax-Free Money Market Fund has a further objective of preserving capital and
maintaining liquidity.
You may obtain a free copy of a Prospectus dated August 1, 1998, for the
Florida Funds by writing to USAA State Tax-Free Trust, 9800 Fredericksburg
Road, San Antonio, TX 78288, or by calling toll free 1-800-531-8181. The
Prospectus provides the basic information you should know before investing in
the Funds. This SAI is not a Prospectus and contains information in addition to
and more detailed than that set forth in the Prospectus. It is intended to
provide you with additional information regarding the activities and operations
of the Trust and the Funds, and should be read in conjunction with the
Prospectus.
The financial statements of the Funds and the Independent Auditors' Report
thereon for the fiscal year ended March 31, 1998, are included in the
accompanying Annual Report to Shareholders of that date and are incorporated
herein by reference.
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
2 Valuation of Securities
2 Conditions of Purchase and Redemption
3 Additional Information Regarding Redemption of Shares
3 Investment Plans
4 Investment Policies
6 Investment Restrictions
6 Special Risk Considerations
8 Portfolio Transactions
9 Description of Shares
10 Certain Federal Income Tax Considerations
11 Florida Taxation
12 Trustees and Officers of the Trust
15 The Trust's Manager
16 General Information
16 Calculation of Performance Data
18 Appendix A - Tax-Exempt Securities and Their Ratings
21 Appendix B - Comparison of Portfolio Performance
23 Appendix C - Dollar-Cost Averaging
<PAGE>
VALUATION OF SECURITIES
Shares of each Fund are offered on a continuing best efforts basis through USAA
Investment Management Company (IMCO or the Manager). The offering price for
shares of each Fund is equal to the current net asset value (NAV) per share.
The NAV per share of each Fund is calculated by adding the value of all its
portfolio securities and other assets, deducting its liabilities, and dividing
by the number of shares outstanding.
A Fund's NAV per share is calculated each day, Monday through Friday,
except days on which the New York Stock Exchange (NYSE) is closed. The NYSE is
currently scheduled to be closed on New Year's Day, Martin Luther King, Jr.
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving, and Christmas, and on the preceding Friday or subsequent Monday
when one of these holidays falls on a Saturday or Sunday, respectively.
The investments of the FLORIDA TAX-FREE INCOME FUND are valued each
business day by a pricing service (the Service) approved by the Board of
Trustees. The Service uses the mean between quoted bid and asked prices or the
last sale price to price securities when, in the Service's judgment, these
prices are readily available and are representative of the securities' market
values. For many securities, such prices are not readily available. The Service
generally prices these securities based on methods which include consideration
of yields or prices of tax-exempt securities of comparable quality, coupon,
maturity and type, indications as to values from dealers in securities, and
general market conditions. Securities purchased with maturities of 60 days or
less are stated at amortized cost which approximates market value. Repurchase
agreements are valued at cost. Securities which cannot be valued by the
Service, and all other assets, are valued in good faith at fair value using
methods determined by the Manager under the general supervision of the Board of
Trustees.
The value of the FLORIDA TAX-FREE MONEY MARKET FUND'S securities is stated
at amortized cost which approximates market value. This involves valuing a
security at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates. While this method provides certainty in valuation, it may
result in periods during which the value of an instrument, as determined by
amortized cost, is higher or lower than the price the Fund would receive upon
the sale of the instrument.
The valuation of the Florida Tax-Free Money Market Fund's portfolio
instruments based upon their amortized cost is subject to the Fund's adherence
to certain procedures and conditions. Consistent with regulatory requirements,
the Manager will only purchase securities with remaining maturities of 397 days
or less and will maintain a dollar-weighted average portfolio maturity of no
more than 90 days. The Manager will invest only in securities that have been
determined to present minimal credit risk and that satisfy the quality and
diversification requirements of applicable rules and regulations of the
Securities and Exchange Commission (SEC).
The Board of Trustees has established procedures designed to stabilize the
Florida Tax-Free Money Market Fund's price per share, as computed for the
purpose of sales and redemptions, at $1. There can be no assurance, however,
that the Fund will at all times be able to maintain a constant $1 NAV per
share. Such procedures include review of the Fund's holdings at such intervals
as is deemed appropriate to determine whether the Fund's NAV calculated by
using available market quotations deviates from $1 per share and, if so,
whether such deviation may result in material dilution or is otherwise unfair
to existing shareholders. In the event that it is determined that such a
deviation exists, the Board of Trustees will take such corrective action as it
regards necessary and appropriate. Such action may include selling portfolio
instruments prior to maturity to realize capital gains or losses or to shorten
average portfolio maturity, withholding dividends, or establishing a NAV per
share by using available market quotations.
CONDITIONS OF PURCHASE AND REDEMPTION
NONPAYMENT
If any order to purchase shares is canceled due to nonpayment or if the Trust
does not receive good funds either by check or electronic funds transfer, USAA
Shareholder Account Services (Transfer Agent) will treat the cancellation as a
redemption of shares purchased, and you will be responsible for any resulting
loss incurred by the Fund or the Manager. If you are a shareholder, the
Transfer Agent can redeem shares from your account(s) as reimbursement for all
losses. In addition, you may be prohibited or restricted from making future
purchases in any of the USAA Family of Funds. A $15 fee is charged for all
returned items, including checks and electronic funds transfers.
TRANSFER OF SHARES
You may transfer Fund shares to another person by sending written instructions
to the Transfer Agent. The account must be clearly identified, and you must
include the number of shares to be transferred, the signatures of all
registered owners, and all stock certificates, if any, which are the subject of
transfer. You
2
<PAGE>
also need to send written instructions signed by all registered
owners and supporting documents to change an account registration due to events
such as divorce, marriage, or death. If a new account needs to be established,
you must complete and return an application to the Transfer Agent.
ADDITIONAL INFORMATION REGARDING REDEMPTION OF SHARES
The value of your investment at the time of redemption may be more or less than
the cost at purchase, depending on the value of the securities held in each
Fund's portfolio. Requests for redemption which are subject to any special
conditions, or which specify an effective date other than as provided herein,
cannot be accepted. A gain or loss for tax purposes may be realized on the sale
of shares, depending upon the price when redeemed.
The Board of Trustees may cause the redemption of an account with a total
value of less than $500 provided (1) the value of the account has been reduced,
for reasons other than market action, below the minimum initial investment in
such Fund at the time of the establishment of the account, (2) the account has
remained below the minimum level for six months, and (3) 60 days' prior written
notice of the proposed redemption has been sent to you. Shares will be redeemed
at the NAV on the date fixed for redemption by the Board of Trustees. Prompt
payment will be made by mail to your last known address.
The Trust reserves the right to suspend the right of redemption or
postpone the date of payment (1) for any periods during which the NYSE is
closed, (2) when trading in the markets the Trust normally utilizes is
restricted, or an emergency exists as determined by the SEC so that disposal of
the Trust's investments or determination of its NAV is not reasonably
practicable, or (3) for such other periods as the SEC by order may permit for
protection of the Trust's shareholders.
For the mutual protection of the investor and the Funds, the Trust may
require a signature guarantee. If required, EACH signature on the account
registration must be guaranteed. Signature guarantees are acceptable from FDIC
member banks, brokers, dealers, municipal securities dealers, municipal
securities brokers, government securities dealers, government securities
brokers, credit unions, national securities exchanges, registered securities
associations, clearing agencies, and savings associations. A signature
guarantee for active duty military personnel stationed abroad may be provided
by an officer of the United States Embassy or Consulate, a staff officer of the
Judge Advocate General, or an individual's commanding officer.
REDEMPTION BY CHECK
Shareholders in the Florida Tax-Free Money Market Fund may request that checks
be issued for their account. Checks must be written in amounts of at least
$250.
Checks issued to shareholders of the Fund will be sent only to the person
in whose name the account is registered and only to the address of record. The
checks must be manually signed by the registered owner(s) exactly as the
account is registered. For joint accounts the signature of either or both joint
owners will be required on the check, according to the election made on the
signature card. You will continue to earn dividends until the shares are
redeemed by the presentation of a check.
When a check is presented to the Transfer Agent for payment, a sufficient
number of full and fractional shares from your account will be redeemed to
cover the amount of the check. If the account's balance is not adequate to
cover the amount of a check, the check will be returned unpaid. Because the
value of each account changes as dividends are accrued on a daily basis, checks
may not be used to close an account.
The checkwriting privilege is subject to the customary rules and
regulations of State Street Bank and Trust Company (State Street Bank or the
Custodian) governing checking accounts. There is no charge to you for the use
of the checks or for subsequent reorders of checks.
The Trust reserves the right to assess a processing fee against your
account for any redemption check not honored by a clearing or paying agent.
Currently, this fee is $15 and is subject to change at any time. Some examples
of such dishonor are improper endorsement, checks written for an amount less
than the minimum check amount, and insufficient or uncollectible funds.
The Trust, the Transfer Agent, and State Street Bank each reserve the
right to change or suspend the checkwriting privilege upon 30 days' written
notice to participating shareholders.
You may request that the Transfer Agent stop payment on a check. The
Transfer Agent will use its best efforts to execute stop payment instructions,
but does not guarantee that such efforts will be effective. The Transfer Agent
will charge you $10 for each stop payment you request.
INVESTMENT PLANS
The Trust makes available the following investment plans to shareholders of the
Funds. At the time you sign up for any of the following investment plans that
utilize the electronic funds transfer service, you will
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choose the day of the month (the effective date) on which you would like to
regularly purchase shares. When this day falls on a weekend or holiday, the
electronic transfer will take place on the last business day before the
effective date. You may terminate your participation in a plan at any time.
Please call the Manager for details and necessary forms or applications.
AUTOMATIC PURCHASE OF SHARES
INVESTRONIC(R) - The regular purchase of additional shares through electronic
funds transfer from a checking or savings account. You may invest as little as
$50 per month.
DIRECT PURCHASE SERVICE - The periodic purchase of shares through electronic
funds transfer from an employer (including government allotments and social
security), an income-producing investment, or an account with a participating
financial institution.
AUTOMATIC PURCHASE PLAN - The periodic transfer of funds from a USAA money
market fund to purchase shares in another non-money market USAA mutual fund.
There is a minimum investment required for this program of $5,000 in the money
market fund, with a monthly transaction minimum of $50.
BUY/SELL SERVICE - The intermittent purchase or redemption of shares through
electronic funds transfer to or from a checking or savings account. You may
initiate a "buy" or "sell" whenever you choose.
DIRECTED DIVIDENDS - If you own shares in more than one of the Funds in the
USAA Family of Funds, you may direct that dividends and/or capital gain
distributions earned in one fund be used to purchase shares automatically in
another fund.
Participation in these systematic purchase plans allows you to engage in
dollar-cost averaging. For additional information concerning the benefits of
dollar-cost averaging, see APPENDIX C.
SYSTEMATIC WITHDRAWAL PLAN
If you own shares having a NAV of $5,000 or more in a single investment account
(accounts in different Funds cannot be aggregated for this purpose), you may
request that enough shares to produce a fixed amount of money be liquidated
from the account monthly or quarterly. The amount of each withdrawal must be at
least $50. Using the electronic funds transfer service, you may choose to have
withdrawals electronically deposited at your bank or other financial
institution. You may also elect to have checks mailed to a designated address.
This plan may be initiated by depositing shares worth at least $5,000 with
the Transfer Agent and by completing a Systematic Withdrawal Plan application,
which may be requested from the Manager. You may terminate participation in the
plan at any time. You are not charged for withdrawals under the Systematic
Withdrawal Plan. The Trust will not bear any expenses in administering the plan
beyond the regular transfer agent and custodian costs of issuing and redeeming
shares. The Manager will bear any additional expenses of administering the
plan.
Withdrawals will be made by redeeming full and fractional shares on the
date you select at the time the plan is established. Withdrawal payments made
under this plan may exceed dividends and distributions and, to this extent,
will involve the use of principal and could reduce the dollar value of your
investment and eventually exhaust the account. Reinvesting dividends and
distributions helps replenish the account. Because share values and net
investment income can fluctuate, you should not expect withdrawals to be offset
by rising income or share value gains.
Each redemption of shares may result in a gain or loss, which must be
reported on your income tax return. Therefore, you should keep an accurate
record of any gain or loss on each withdrawal.
INVESTMENT POLICIES
The section captioned FUND INVESTMENTS in the Prospectus describes the
fundamental investment objectives and the investment policies applicable to
each Fund, and the following is provided as additional information.
CALCULATION OF PORTFOLIO WEIGHTED AVERAGE MATURITIES
Weighted average maturity is derived by multiplying the value of each
investment by the number of days remaining to its maturity, adding the results
of these calculations, and then dividing the total by the value of the Fund's
portfolio. An obligation's maturity is typically determined on a stated final
maturity basis, although there are some exceptions to this rule.
With respect to obligations held by the Florida Tax-Free Income Fund, if
it is probable that the issuer of an instrument will take advantage of a
maturity-shortening device, such as a call, refunding, or redemption provision,
the date on which the instrument will probably be called, refunded, or redeemed
may be considered to be its maturity date. Also, the maturities of securities
subject to sinking fund arrangements are determined on a weighted average life
basis, which is the average time for principal to be repaid. The weighted
average life of these securities is likely to be substantially shorter than
their stated final maturity.
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In addition, for purposes of the Fund's investment policies, an instrument will
be treated as having a maturity earlier than its stated maturity date if the
instrument has technical features such as puts or demand features which, in the
judgment of the Manager, will result in the instrument being valued in the
market as though it has the earlier maturity.
The Florida Tax-Free Money Market Fund will determine the maturity of an
obligation in its portfolio in accordance with Rule 2a-7 under the Investment
Company Act of 1940, as amended (1940 Act).
REPURCHASE AGREEMENTS
Each Fund may invest up to 5% of its net assets in repurchase agreements. A
repurchase agreement is a transaction in which a security is purchased with a
simultaneous commitment to sell the security back to the seller (a commercial
bank or recognized securities dealer) at an agreed upon price on an agreed upon
date, usually not more than seven days from the date of purchase. The resale
price reflects the purchase price plus an agreed upon market rate of interest
which is unrelated to the coupon rate or maturity of the purchased security. A
repurchase agreement involves the obligation of the seller to pay the agreed
upon price, which obligation is in effect secured by the value of the
underlying security. In these transactions, the securities purchased by a Fund
will have a total value equal to or in excess of the amount of the repurchase
obligation and will be held by the Funds' custodian until repurchased. If the
seller defaults and the value of the underlying security declines, a Fund may
incur a loss and may incur expenses in selling the collateral. If the seller
seeks relief under the bankruptcy laws, the disposition of the collateral may
be delayed or limited. Any investments in repurchase agreements will give rise
to income which will not qualify as tax-exempt income when distributed by a
Fund.
WHEN-ISSUED SECURITIES
Each Fund may invest in new issues of tax-exempt securities offered on a
when-issued basis; that is, delivery and payment take place after the date of
the commitment to purchase, normally within 45 days. Both price and interest
rate are fixed at the time of commitment. The Funds do not earn interest on the
securities until settlement, and the market value of the securities may
fluctuate between purchase and settlement. Such securities can be sold before
settlement date.
Cash or high quality liquid debt securities equal to the amount of the
when-issued commitments are segregated at the Fund's custodian bank. The
segregated securities are valued at market, and daily adjustments are made to
keep the value of the cash and segregated securities at least equal to the
amount of such commitments by the Fund. On the settlement date, the Fund will
meet its obligations from then available cash, sale of segregated securities,
sale of other securities, or sale of the when-issued securities themselves.
MUNICIPAL LEASE OBLIGATIONS
Each Fund may invest in municipal lease obligations and certificates of
participation in such obligations (collectively, lease obligations). A lease
obligation does not constitute a general obligation of the municipality for
which the municipality's taxing power is pledged, although the lease obligation
is ordinarily backed by the municipality's covenant to budget for the payments
due under the lease obligation.
Certain lease obligations contain "non-appropriation" clauses which
provide that the municipality has no obligation to make lease obligation
payments in future years unless money is appropriated for such purpose on a
yearly basis. Although "non-appropriation" lease obligations are secured by the
leased property, disposition of the property in the event of foreclosure might
prove difficult. In evaluating a potential investment in such a lease
obligation, the Manager will consider: (1) the credit quality of the obligor,
(2) whether the underlying property is essential to a governmental function,
and (3) whether the lease obligation contains covenants prohibiting the obligor
from substituting similar property if the obligor fails to make appropriations
for the lease obligation.
TEMPORARY DEFENSIVE POLICY
Each Fund may on a temporary basis because of market, economic, political, or
other conditions, or other conditions invest up to 100% of its assets in
short-term securities whether or not they are exempt from federal income taxes.
Such taxable securities may consist of obligations of the U.S. Government, its
agencies or instrumentalities, and repurchase agreements secured by such
instruments; certificates of deposit of domestic banks having capital, surplus,
and undivided profits in excess of $100 million; banker's acceptances of
similar banks; commercial paper; and other corporate debt obligations.
OTHER POLICIES
Each Fund may lend its securities and engage in short sells against the box.
The Florida Tax-Free Income Fund may also invest in options, financial futures
contracts, and options on financial futures contracts. However, the Funds do
not intend to engage in any of these practices during the coming year without
first supplying further information in the Prospectus.
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INVESTMENT RESTRICTIONS
The following investment restrictions have been adopted by the Trust for each
Fund. These restrictions may not be changed for any given Fund without approval
by the lesser of (1) 67% or more of the voting securities present at a meeting
of the Fund if more than 50% of the outstanding voting securities of the Fund
are present or represented by proxy or (2) more than 50% of the Fund's
outstanding voting securities. The investment restrictions of one Fund may be
changed without affecting those of the other Fund.
Under the restrictions, neither Fund will:
(1) with respect to 75% of its total assets, purchase the securities of any
issuer (except Government Securities, as such term is defined in the 1940
Act) if, as a result, the Fund would own more than 10% of the outstanding
voting securities of such issuer or the Fund would have more than 5% of
the value of its total assets invested in the securities of such issuer;
for purposes of this limitation, identification of the "issuer" will be
based on a determination of the source of assets and revenues committed
to meeting interest and principal payments of each security; for purposes
of this limitation the State of Florida or other jurisdictions and each
of its separate political subdivisions, agencies, authorities and
instrumentalities shall be treated as a separate issuer;
(2) borrow money, except that a Fund may borrow money for temporary or
emergency purposes in an amount not exceeding 33 1/3% of its total assets
(including the amount borrowed) less liabilities (other than borrowings),
nor will either Fund purchase securities when its borrowings exceed 5% of
its total assets;
(3) purchase any securities which would cause 25% or more of the value of
that Fund's total assets at the time of such purchase to be invested in
securities the interest upon which is derived from revenues or projects
with similar characteristics, such as toll road revenue bonds, housing
revenue bonds, electric power project revenue bonds, or in industrial
revenue bonds which are based, directly or indirectly, on the credit of
private entities of any one industry; provided that the foregoing
limitation does not apply with respect to investments in U.S. Treasury
Bills, other obligations issued or guaranteed by the U.S. Government, its
agencies and instrumentalities, and, in the case of the Florida Tax-Free
Money Market Fund, certificates of deposit and banker's acceptances of
domestic banks;
(4) issue senior securities, except as permitted under the 1940 Act;
(5) underwrite securities of other issuers, except to the extent that it may
be deemed to act as a statutory underwriter in the distribution of any
restricted securities or not readily marketable securities;
(6) purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent investments
in securities secured by real estate or interests therein);
(7) lend any securities or make any loan if, as a result, more than 33 1/3%
of its total assets would be lent to other parties, except that this
limitation does not apply to purchases of debt securities or to
repurchase agreements; or
(8) purchase or sell commodities or commodities contracts except that the
Florida Tax-Free Income Fund may invest in financial futures contracts,
options thereon, and similar instruments.
ADDITIONAL RESTRICTION
The following restriction is not considered to be a fundamental policy of the
Funds. The Board of Trustees may change this additional restriction without
notice to or approval by the shareholders.
Neither Fund will:
(1) The Florida Tax-Free Income Fund may not invest more than 15% of the
value of its net assets and the Florida Tax-Free Money Market Fund may
not invest more than 10% of the value of its net assets in illiquid
securities (including repurchase agreements maturing in more than seven
days).
SPECIAL RISK CONSIDERATIONS
The information set forth below is derived from official statements prepared in
connection with the issuance of bonds of the State of Florida (the "State") and
other sources that are generally available to investors. The information is
provided as general information intended to give a brief and historical
description and is not intended to indicate future or continuing trends in the
financial or other positions of the State or of local governmental units
located in the State. The Trust has not independently verified this
information.
THE FLORIDA ECONOMY. Throughout the 1980s, the State's unemployment rate,
generally, tracked below that of the nation. In the nineties, the trend was
reversed, until 1995 and 1996, where the State's unemployment rate again
tracked below the U.S. The State's unemployment rate for 1997 was 4.8%, while
the national average was 4.9%. The State's unemployment rate for 1998 is
projected to be 4.8%, while the national average is also projected to be 4.8%.
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Personal income in the State has been growing strongly the last several
years and has generally outperformed both the nation as a whole and the
Southeast in particular. The reasons for this are twofold: first, the State's
population has expanded at a very strong pace; and second, the State's economy
since the early seventies has diversified in such a way as to provide a broader
economic base. From 1985 through 1995, the State's per capita income rose an
average of 5.0% per year, while the national per capita income increased an
average of 4.9%. For 1996, the State's per capita personal income rose an
average of 4.7% while the national per capita personal income rose 4.5%. In
1996, per capita personal income in Florida was $24,104, while the national per
capita personal income was $24,231. The structure of the State's income differs
from that of the nation and the Southeast. Because the State has a
proportionately greater retirement age population, property income (dividends,
interest and rent) and transfer payments (social security and pension benefits,
among other sources of income) are a relatively more important source of
income. For example, Florida's employment income in 1996, represented 59.6% of
total personal income, while the nation's share of total personal income in the
form of wages and salaries and other labor benefits was 70.2%. Transfer
payments, such as social security, are occasionally subject to legislative
change.
The State's strong population growth is one main reason why its economy
has typically performed better than the nation as a whole. In 1980, the State
was ranked seventh among the 50 states with a population of 9.7 million people.
The State has continued to grow since then and as of April 1, 1997 ranks fourth
with an estimated population of 14.7 million. Since 1990, the State's average
annual rate of population increase has been approximately 1.8% as compared to
an approximately 1.0% average annual increase for the nation as a whole. While
annual growth in the State's population is expected to decline somewhat, it is
still expected to grow approximately 230,000 per year throughout the 1990s,
however, no assurance can be given that such growth will continue.
Tourism is one of the State's most important industries. Approximately 47
million people visited the State in 1997, as reported by the Florida Department
of Commerce. By the end of this fiscal year, 49.7 million domestic and
international tourists are expected to have visited this State. The State
expects 50.6 million visitors in 1999-2000. The State's tourism appears to be
recovering from the effects of negative publicity regarding crime against
tourists in the State.
The State has a dynamic construction industry, with single and
multi-family housing starts accounting for approximately 9.2% of total U.S.
housing starts in 1997, while the State's population was only 5.5% of the
nation's total population. The reason for such a dynamic construction industry
was the rapid growth of the State's population. Since 1985, total housing
starts have averaged approximately 148,000 per year. Total housing starts were
132,813 in 1997, and are projected to be 127,400 in 1998-99.
The Florida economy is expected to grow at a moderate pace, but will
continue to outperform the U.S. as a whole. An important element of Florida's
economic outlook is the construction sector. Multi-family starts have been slow
to recover in the State from the early 90's recession, but are now showing
stronger growth. Overall, the Florida economy appears to be in line with the
U.S. economy and is expected to experience steady growth over the next couple
of years.
FLORIDA REVENUES AND EXPENDITURES. Financial operations of the State
covering all receipts and expenditures are maintained through the use of four
funds--General Revenue Fund, Trust Funds, Working Capital Fund and the Budget
Stabilization Fund. In fiscal year 1995-96, the State derived approximately 66%
of its total direct revenues to these funds from State taxes and fees. Federal
funds and other special revenues accounted for the remaining revenues. Major
sources of tax revenues to the General Revenue Fund are the sales and use tax,
corporate income tax, intangible personal property tax, beverage tax, and
estate tax, which amounted to 68%, 8%, 4%, 3%, and 3%, respectively, of total
General Revenue Fund receipts. State expenditures are categorized for budget
and appropriation purposes by type of fund and spending unit, which are further
subdivided by line item. In fiscal year 1996-97, appropriations from the
General Revenue Fund for education, health and welfare, and public safety
amounted to approximately 53%, 26% and 14%, respectively, of total General
Revenues.
The estimated General Revenue plus Working Capital and Budget
Stabilization funds available to the State for fiscal year 1997-98 total
$18,150.9 million, an 8.5% increase over 1996-97. Compared to effective
appropriations from General Revenues plus Working Capital and Budget
Stabilization funds for fiscal year 1997-98 of $17,114 million, this results in
unencumbered reserves estimated at $1,036.9 million at the end of fiscal year
1996-97. Estimated fiscal year 1998-99 General Revenue plus Working Capital and
Budget Stabilization funds available total $18,644 million, a 2.7% increase
over fiscal year 1997-98.
The sales and use tax is the greatest single source of tax receipts in the
State. For the State fiscal year ended June 30, 1997, receipts from this source
were $12,089 million, an increase of 5.5% from fiscal year 1996-97. The second
largest source of State tax receipts is the Motor Fuel Tax. Preliminary data
show collections from this source in State fiscal year ending June 30, 1997,
were $2,012 million. However, these revenues are almost entirely dedicated
trust funds for specific purposes and are not included in the State General
Revenue Fund. Alcoholic beverage tax revenues totalled $447.2 million for the
State fiscal year ending June 30, 1997. The receipts of corporate income tax
for the fiscal year ended June 30, 1997
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were $1,362.3 million, an increase of 17.2% from the previous fiscal year.
Gross Receipt tax collections for fiscal year 1996-97 totalled $575.7 million,
an increase of 6% over the previous fiscal year. Documentary stamp tax
collections totalled $844.2 million during fiscal year 1996-97, increasing 8.9%
from the previous fiscal year. The intangible personal property tax is a tax on
stocks, bonds, notes, governmental leaseholds, certain limited partnership
interests, mortgages and other obligations secured by liens on Florida realty,
and other intangible personal property. Total collections from intangible
personal property taxes were $952.4 million during fiscal year ending June 30,
1997, a 6.3% increase from the previous fiscal year. Severance taxes totalled
$77.2 million during fiscal year 1995-96, up 26.1% from the previous fiscal
year. In November, 1986, the voters of the State approved a constitutional
amendment to allow the State to operate a lottery. Fiscal year 1996-97 produced
ticket sales of $2.09 billion of which education received approximately $792.3
million.
The State Constitution does not permit a state or local personal income
tax. An amendment to the State Constitution by the electors of the State is
required to impose a personal income tax in the State.
Since January 1, 1994, property valuations for homestead property have
been subject to a growth cap. Growth in the just (market) value of property
qualifying for the homestead exemption is limited to 3% or the change in the
Consumer Price Index, whichever is less. If the property changes ownership or
homestead status, it is to be re-valued at full just value on the next tax
roll. Although the impact of the growth cap cannot be determined, it may have
the effect of causing local government units in the State to rely more on
non-ad valorem revenues to meet operating and other requirements normally
funded with ad valorem tax revenues.
An amendment to the State Constitution was approved by statewide ballot in
the November 8, 1994, general election which is commonly referred to as the
"Limitation on State Revenues Amendment." This amendment provides that State
revenues collected for any fiscal year shall be limited to State revenues
allowed under the amendment for the prior fiscal year plus an adjustment for
growth. Growth is defined as an amount equal to the average annual rate of
growth in State personal income over the most recent twenty quarters times the
State revenues allowed under the amendment for the prior fiscal year. State
revenues collected for any fiscal year in excess of this limitation are
required to be transferred to the Budget Stabilization Fund until the fund
reaches the maximum balance specified in Section 19(g) of Article III of the
State Constitution, and thereafter is required to be refunded to taxpayers as
provided by general law. The limitation on State revenues imposed by the
amendment may be increased by the Legislature, by a two-thirds vote of each
house.
The term "State revenues," as used in the amendment, means taxes, fees,
licenses, and charges for services imposed by the Legislature on individuals,
businesses, or agencies outside State government. However, the term "State
revenues" does not include: (1) revenues that are necessary to meet the
requirements set forth in documents authorizing the issuance of bonds by the
State; (2) revenues that are used to provide matching funds for the federal
Medicaid program with the exception of the revenues used to support the Public
Medical Assistance Trust Fund or its successor program and with the exception
of State matching funds used to fund elective expansions made after July 1,
1994; (3) proceeds from the State lottery returned as prizes; (4) receipts of
the Florida Hurricane Catastrophe Fund; (5) balances carried forward from prior
fiscal years; (6) taxes, licenses, fees and charges for services imposed by
local, regional, or school district governing bodies; or (7) revenue from
taxes, licenses, fees and charges for services required to be imposed by any
amendment or revision to the State Constitution after July 1, 1994. The
amendment took effect on January 1, 1995, and was first applicable to State
fiscal year 1995-96.
It should be noted that many of the provisions of the amendment are
ambiguous, and likely will not be clarified until State courts have ruled on
their meanings. Further, it is unclear how the Legislature will implement the
language of the amendment and whether such implementing legislation itself will
be the subject of further court interpretation.
The Fund cannot predict the impact of the amendment on State finances. To
the extent local governments traditionally receive revenues from the State
which are subject to, and limited by, the amendment, the future distribution of
such State revenues may be adversely affected by the amendment.
According to the Office of the Comptroller, Department of Banking and
Finance of the State, as of February 21, 1996, the State maintains a high bond
rating from Moody's Investors Service (Aa2), Standard & Poor's Ratings Group
(AA+), and Fitch Investors Service, Inc. (AA) on all of its general obligation
bonds. Such ratings may be revised and downgraded at any time by such rating
agencies. Outstanding general obligation bonds at June 30, 1996 totalled almost
$7.4 billion and were issued to finance capital outlay for educational projects
of both local school districts and state universities, environmental protection
and highway construction. The State has issued over $805 million of general
obligation bonds since July 1, 1996.
PORTFOLIO TRANSACTIONS
The Manager, pursuant to the Advisory Agreement dated June 25, 1993, and
subject to the general control of the Trust's Board of Trustees, places all
orders for the purchase and sale of Fund securities. Purchases
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of Fund securities are made either directly from the issuer or from dealers who
deal in tax-exempt securities. The Manager may sell Fund securities prior to
maturity if circumstances warrant and if it believes such disposition is
advisable. In connection with portfolio transactions for the Trust, the Manager
seeks to obtain the best available net price and most favorable execution for
its orders. The Manager has no agreement or commitment to place transactions
with any broker-dealer and no regular formula is used to allocate orders to any
broker-dealer. However, the Manager may place security orders with brokers or
dealers who furnish research or other services to the Manager as long as there
is no sacrifice in obtaining the best overall terms available. Payment for such
services would be generated only through purchase of new issue fixed income
securities.
Such research and other services may include, for example: advice
concerning the value of securities, the advisability of investing in,
purchasing, or selling securities, and the availability of securities or the
purchasers or sellers of securities; analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy, and
performance of accounts; and various functions incidental to effecting
securities transactions, such as clearance and settlement. The Manager
continuously reviews the performance of the broker-dealers with whom it places
orders for transactions. The receipt of research from broker-dealers that
execute transactions on behalf of the Trust may be useful to the Manager in
rendering investment management services to other clients (including affiliates
of the Manager), and conversely, such research provided by broker-dealers who
have executed transaction orders on behalf of other clients may be useful to
the Manager in carrying out its obligations to the Trust. While such research
is available to and may be used by the Manager in providing investment advice
to all its clients (including affiliates of the Manager), not all of such
research may be used by the Manager for the benefit of the Trust. Such research
and services will be in addition to and not in lieu of research and services
provided by the Manager, and the expenses of the Manager will not necessarily
be reduced by the receipt of such supplemental research. See THE TRUST'S
MANAGER.
On occasions when the Manager deems the purchase or sale of a security to
be in the best interest of the Trust, as well as the Manager's other clients,
the Manager, to the extent permitted by applicable laws and regulations, may
aggregate such securities to be sold or purchased for the Trust with those to
be sold or purchased for other customers in order to obtain best execution and
lower brokerage commissions, if any. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Manager in the manner it considers to be most
equitable and consistent with its fiduciary obligations to all such customers,
including the Trust. In some instances, this procedure may impact the price and
size of the position obtainable for the Trust.
The tax-exempt security market is typically a "dealer" market in which
investment dealers buy and sell bonds for their own accounts, rather than for
customers, and although the price may reflect a dealer's mark-up or mark-down,
the Trust pays no brokerage commissions as such. In addition, some securities
may be purchased directly from issuers.
PORTFOLIO TURNOVER RATE
The portfolio turnover rate is computed by dividing the dollar amount of
securities purchased or sold (whichever is smaller) by the average value of
securities owned during the year.
The rate of portfolio turnover will not be a limiting factor when the
Manager deems changes in the Florida Tax-Free Income Fund's portfolio
appropriate in view of its investment objective. For example, securities may be
sold in anticipation of a rise in interest rates (market decline) or purchased
in anticipation of a decline in interest rates (market rise) and later sold. In
addition, a security may be sold and another security of comparable quality may
be purchased at approximately the same time in order to take advantage of what
the Fund believes to be a temporary disparity in the normal yield relationship
between the two securities. These yield disparities may occur for reasons not
directly related to the investment quality of particular issues or the general
movement of interest rates, such as changes in the overall demand for or supply
of various types of tax-exempt securities.
For the last two fiscal years the Florida Tax-Free Income Fund's portfolio
turnover rates were as follows:
1997 . . . . . 44.75% 1998 . . . . . 27.48%
Portfolio turnover rates have been calculated excluding short-term
variable rate securities, which are those with put date intervals of less than
one year.
DESCRIPTION OF SHARES
The Funds are series of the Trust and are diversified. The Trust is an open-end
management investment company established as a business trust under the laws of
the State of Delaware pursuant to a Master Trust Agreement dated June 21, 1993.
The Trust is authorized to issue shares of beneficial interest in separate
portfolios. Four such portfolios have been established, two of which are
described in this SAI. Under the Master Trust Agreement, the Board of Trustees
is authorized to create new portfolios in addition to those already existing
without shareholder approval.
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Each Fund's assets and all income, earnings, profits, and proceeds
thereof, subject only to the rights of creditors, are specifically allocated to
such Fund. They constitute the underlying assets of each Fund, are required to
be segregated on the books of account, and are to be charged with the expenses
of such Fund. Any general expenses of the Trust not readily identifiable as
belonging to a particular Fund are allocated on the basis of the Funds'
relative net assets during the fiscal year or in such other manner as the Board
determines to be fair and equitable. Each share of each Fund represents an
equal proportionate interest in that Fund with every other share and is
entitled to dividends and distributions out of the net income and capital gains
belonging to that Fund when declared by the Board.
Under the Trust's Master Trust Agreement, no annual or regular meeting of
shareholders is required. Thus, there will ordinarily be no shareholder meeting
unless otherwise required by the 1940 Act. Under certain circumstances,
however, shareholders may apply to the Trustees for shareholder information in
order to obtain signatures to request a shareholder meeting. The Trust may fill
vacancies on the Board or appoint new Trustees if the result is that at least
two-thirds of the Trustees have still been elected by shareholders. Moreover,
pursuant to the Master Trust Agreement, any Trustee may be removed by the vote
of two-thirds of the outstanding Trust shares and holders of 10% or more of the
outstanding shares of the Trust can require Trustees to call a meeting of
shareholders for the purpose of voting on the removal of one or more Trustees.
The Trust will assist in communicating to other shareholders about the meeting.
On any matter submitted to the shareholders, the holder of each Fund share is
entitled to one vote per share (with proportionate voting for fractional
shares) regardless of the relative net asset values of the Funds' shares.
However, on matters affecting an individual Fund, a separate vote of the
shareholders of that Fund is required. Shareholders of a Fund are not entitled
to vote on any matter which does not affect that Fund but which requires a
separate vote of another Fund. Shares do not have cumulative voting rights,
which means that holders of more than 50% of the shares voting for the election
of Trustees can elect 100% of the Trust's Board of Trustees, and the holders of
less than 50% of the shares voting for the election of Trustees will not be
able to elect any person as a Trustee.
Shareholders of a particular Fund might have the power to elect all of the
Trustees of the Trust because that Fund has a majority of the total outstanding
shares of the Trust. When issued, each Fund's shares are fully paid and
nonassessable, have no pre-emptive or subscription rights, and are fully
transferable. There are no conversion rights.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
TAXATION OF THE FUNDS
Each Fund intends to qualify as a regulated investment company under Subchapter
M of the Internal Revenue Code of 1986, as amended (the Code). Accordingly,
each Fund will not be liable for federal income taxes on its taxable net
investment income and net capital gains (capital gains in excess of capital
losses) that are distributed to shareholders, provided that each Fund
distributes at least 90% of its net investment income and net short-term
capital gain for the taxable year.
To qualify as a regulated investment company, a Fund must, among other
things, (1) derive in each taxable year at least 90% of its gross income from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of stock, securities or foreign currencies, or other
income derived with respect to its business of investing in such stock,
securities or currencies (the 90% test) and (2) satisfy certain diversification
requirements at the close of each quarter of the Fund's taxable year.
Furthermore, to pay tax-exempt interest income dividends, at least 50% of the
value of each Fund's total assets at the close of each quarter of its taxable
year must consist of obligations the interest of which is exempt from federal
income tax. Each Fund intends to satisfy this requirement.
The Code imposes a nondeductible 4% excise tax on a regulated investment
company that fails to distribute during each calendar year an amount at least
equal to the sum of (1) 98% of its taxable net investment income for the
calendar year, (2) 98% of its capital gain net income for the twelve-month
period ending on October 31, and (3) any prior amounts not distributed. Each
Fund intends to make such distributions as are necessary to avoid imposition of
this excise tax.
For federal income tax purposes, debt securities purchased by the Funds
may be treated as having original issue discount. Original issue discount
represents interest income for federal income tax purposes and can generally be
defined as the excess of the stated redemption price at maturity of a debt
obligation over the issue price. Original issue discount is treated for federal
income tax purposes as earned by the Funds, whether or not any income is
actually received, and therefore is subject to the distribution requirements of
the Code. However, original issue discount with respect to tax-exempt
obligations generally will be excluded from the Funds' taxable income, although
such discount will be included in gross income for purposes of the 90% test
described previously. Original issue discount with respect to tax-exempt
securities is accrued and added to the adjusted tax basis of such securities
for purposes of determining gain or loss upon sale or at maturity. Generally,
the amount of original issue discount is
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determined on the basis of a constant yield to maturity which takes into
account the compounding of accrued interest. An investment in a stripped bond
or stripped coupon will result in original issue discount.
Debt securities may be purchased by the Funds at a market discount. Market
discount occurs when a security is purchased at a price less than the original
issue price adjusted for accrued original issue discount, if any. The Funds
intend to defer recognition of accrued market discount until maturity or other
disposition of the bond. For securities purchased at a market discount, the
gain realized on disposition will be treated as taxable ordinary income to the
extent it does not exceed accrued market discount on the bond.
The Funds may also purchase debt securities at a premium, i.e., at a
purchase price in excess of face amount. With respect to tax-exempt securities,
the premium must be amortized to the maturity date but no deduction is allowed
for the premium amortization. The amortized bond premium will reduce the Funds'
adjusted tax basis in the securities. For taxable securities, the premium may
be amortized if the Funds so elect. The amortized premium on taxable securities
is first offset against interest received on the securities and then allowed as
a deduction, and, for securities issued after September 27, 1985, must be
amortized under an economic accrual method.
TAXATION OF THE SHAREHOLDERS
Taxable distributions are generally included in a shareholder's gross income
for the taxable year in which they are received. Dividends declared in October,
November, or December and made payable to shareholders of record in such a
month will be deemed to have been received on December 31, if a Fund pays the
dividend during the following January. It is expected that none of the Funds'
distributions will qualify for the corporate dividends-received deduction.
To the extent that a Fund's dividends distributed to shareholders are
derived from interest income exempt from federal income tax and are designated
as "exempt-interest dividends" by a Fund, they will be excludable from a
shareholder's gross income for federal income tax purposes. Shareholders who
are recipients of Social Security benefits should be aware that exempt-interest
dividends received from a Fund are includible in their "modified adjusted gross
income" for purposes of determining the amount of such Social Security
benefits, if any, that are required to be included in their gross income.
All distributions of investment income during the year will have the same
percentage designated as tax-exempt. This method is called the "average annual
method." Since the Funds invest primarily in tax-exempt securities, the
percentage will be substantially the same as the amount actually earned during
any particular distribution period.
A shareholder of the Florida Tax-Free Income Fund should be aware that a
redemption of shares (including any exchange into another USAA Fund) is a
taxable event and, accordingly, a capital gain or loss may be recognized. If a
shareholder receives an exempt-interest dividend with respect to any share and
such share has been held for six months or less, any loss on the redemption or
exchange will be disallowed to the extent of such exempt-interest dividend.
Similarly, if a shareholder of the Fund receives a distribution taxable as
long-term capital gain with respect to shares of the Fund and redeems or
exchanges shares before he has held them for more than six months, any loss on
the redemption or exchange (not otherwise disallowed as attributable to an
exempt-interest dividend) will be treated as long-term capital loss.
The Funds may invest in private activity bonds. Interest on certain
private activity bonds issued after August 7, 1986, is an item of tax
preference for purposes of the federal alternative minimum tax (AMT), although
the interest continues to be excludable from gross income for other purposes.
AMT is a supplemental tax designed to ensure that taxpayers pay at least a
minimum amount of tax on their income, even if they make substantial use of
certain tax deductions and exclusions (referred to as tax preference items).
Interest from private activity bonds is one of the tax preference items that is
added to income from other sources for the purposes of determining whether a
taxpayer is subject to the AMT and the amount of any tax to be paid. For
corporate investors, alternative minimum taxable income is increased by 75% of
the amount by which adjusted current earnings (ACE) exceeds alternative minimum
taxable income before the ACE adjustment. For corporate taxpayers, all
tax-exempt interest is considered in calculating the AMT as part of the ACE.
Prospective investors should consult their own tax advisers with respect to the
possible application of the AMT to their tax situation.
Opinions relating to the validity of tax-exempt securities and the
exemption of interest thereon from federal income tax are rendered by
recognized bond counsel to the issuers. Neither the Manager's nor the Funds'
counsel makes any review of the basis of such opinions.
FLORIDA TAXATION
TAXATION OF THE FUNDS
If the Funds have tax nexus with Florida, such as through the location within
Florida of the Trust or Funds' activities or those of their advisers, then the
Florida Funds will be subject to Florida corporate income tax. In
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addition, if the Funds' intangible assets have a taxable situs in Florida, then
the Funds will be subject to Florida's intangible personal property tax. The
Funds intend to operate so as not to be subject to Florida taxation.
TAXATION OF THE SHAREHOLDERS
Florida does not impose an income tax on individuals. Thus, dividends and
distributions paid by the Funds to individuals who are residents of Florida are
not taxable by Florida. Florida imposes an income tax on corporations and
similar entities at a rate of 5.5%. Dividends and distributions of investment
income and capital gains by the Funds will be subject to the Florida corporate
income tax. Accordingly, investors in the Funds, including, in particular,
investors that may be subject to the Florida corporate income tax, should
consult their tax advisers with respect to the application of the Florida
corporate income tax to the receipt of Fund dividends and distributions and to
the investor's Florida tax situation in general.
Florida imposes a tax on intangible personal property owned by Florida
residents. Shares in the Funds constitute intangible personal property for
purposes of the Florida intangible personal property tax. Thus, unless an
exemption applies, shares in the Funds will be subject to the Florida
intangible personal property tax. Florida provides an exemption for shares in
an investment fund if the Fund's portfolio of assets consists solely of assets
exempt from the Florida intangible personal property tax. Assets exempt from
the Florida intangible personal property tax include obligations issued by the
State of Florida and its political subdivisions, municipalities, and public
authorities; obligations of the U.S. Government, its agencies, and certain
territories and possessions such as Puerto Rico, the Virgin Islands, and Guam;
and cash.
The Funds received a ruling from the Florida Department of Revenue that
if, on the last business day of any calendar year, the Funds' investments
consist solely of assets exempt from the Florida intangible personal property
tax, shares of the Funds owned by Florida residents will be exempt from the
Florida intangible personal property tax in the following year. If shares of
the Funds are subject to the Florida intangible personal property tax, because
less than 100% of the Funds' assets on the last business day of the calendar
year consist of assets exempt from the Florida intangible personal property
tax, only the portion of the NAV of a share of the Funds that is attributable
to obligations of the U.S. Government will be exempt from taxation.
TRUSTEES AND OFFICERS OF THE TRUST
The Board of Trustees of the Trust consists of seven Trustees who supervise the
business affairs of the Trust. Set forth below are the Trustees and officers of
the Trust, and their respective offices and principal occupations during the
last five years. Unless otherwise indicated, the business address of each is
9800 Fredericksburg Road, San Antonio, TX 78288.
Robert G. Davis 1, 2
Trustee and Chairman of the Board of Trustees
Age: 51
President, Chief Executive Officer, Director, and Vice Chairman of the Board of
Directors of USAA Capital Corporation and several of its subsidiaries and
affiliates (1/97-present); President, Chief Executive Officer, Director, and
Chairman of the Board of Directors of USAA Financial Planning Network, Inc.
(1/97-present); Executive Vice President, Chief Operating Officer, Director,
and Vice Chairman of the Board of Directors of USAA Financial Planning Network,
Inc. (9/96-1/97); Special Assistant to Chairman, United Services Automobile
Association (USAA) (6/96-12/96); President and Chief Executive Officer, Banc
One Credit Corporation (12/95-6/96); and President and Chief Executive Officer,
Banc One Columbus, (8/91-12/95). Mr. Davis serves as a Trustee/Director and
Chairman of the Boards of Trustees/Directors of each of the remaining funds
within the USAA Family of Funds; Director and Chairman of the Boards of
Directors of USAA Investment Management Company (IMCO), USAA Shareholder
Account Services, USAA Federal Savings Bank, and USAA Real Estate Company.
Michael J.C. Roth 1, 2
Trustee, President, and Vice Chairman of the Board of Trustees
Age: 56
Chief Executive Officer, IMCO (10/93-present); President, Director, and Vice
Chairman of the Board of Directors, IMCO (1/90-present). Mr. Roth serves as
President, Trustee/Director, and Vice Chairman of the Boards of
Trustees/Directors of each of the remaining funds within the USAA Family of
Funds and USAA Shareholder Account Services; Director of USAA Life Insurance
Company; and Trustee and Vice Chairman of USAA Life Investment Trust.
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John W. Saunders, Jr. 1, 2, 4
Trustee and Vice President
Age: 63
Senior Vice President, Fixed Income Investments, IMCO (10/85-present). Mr.
Saunders serves as a Trustee/Director of each of the remaining funds within the
USAA Family of Funds; Director of IMCO; Senior Vice President of USAA
Shareholder Account Services, and Vice President of USAA Life Investment Trust.
Barbara B. Dreeben 3, 4, 5
200 Patterson #1008
San Antonio, TX 78209
Trustee
Age: 53
President, Postal Addvantage (7/92-present); Consultant, Nancy Harkins
Stationer (8/91-12/95). Mrs. Dreeben serves as a Trustee/Director of each of
the remaining funds within the USAA Family of Funds.
Howard L. Freeman, Jr. 2, 3, 4, 5
2710 Hopeton
San Antonio, TX 78230
Trustee
Age: 63
Retired. Assistant General Manager for Finance, San Antonio City Public Service
Board (1976-1996). Mr. Freeman serves as a Trustee/Director of each of the
remaining funds within the USAA Family of Funds.
Robert L. Mason, Ph.D. 3, 4, 5
12823 Queens Forest
San Antonio, TX 78230
Trustee
Age: 52
Manager, Statistical Analysis Section, Southwest Research Institute
(8/75-present). Dr. Mason serves as a Trustee/Director of each of the remaining
funds within the USAA Family of Funds.
Richard A. Zucker 3, 4, 5
407 Arch Bluff
San Antonio, TX 78216
Trustee
Age: 55
Vice President, Beldon Roofing and Remodeling (1985-present). Mr. Zucker serves
as a Trustee/Director of each of the remaining funds within the USAA Family of
Funds.
Michael D. Wagner 1
Secretary
Age: 50
Vice President, Corporate Counsel, USAA (1982-present). Mr. Wagner has held
various positions in the legal department of USAA since 1970 and serves as Vice
President, Secretary, and Counsel, IMCO and USAA Shareholder Account Services;
Secretary of each of the remaining funds within the USAA Family of Funds; and
Vice President, Corporate Counsel, for various other USAA subsidiaries and
affiliates.
Alex M. Ciccone 1
Assistant Secretary
Age: 48
Vice President, Compliance, IMCO (12/94-present); Vice President and Chief
Operating Officer, Commonwealth Shareholder Services (6/94-11/94); and Vice
President, Compliance, IMCO (12/91-5/94). Mr. Ciccone serves as Assistant
Secretary of each of the remaining funds within the USAA Family of Funds.
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Mark S. Howard 1
Assistant Secretary
Age: 34
Assistant Vice President, Securities Counsel, USAA (2/98-present); Executive
Director, Securities Counsel, USAA (9/96-2/98); Senior Associate Counsel,
Securities Counsel, USAA (5/95-8/96); Attorney, Kirkpatrick & Lockhart LLP
(9/90-4/95). Mr. Howard serves as Assistant Secretary of each of the remaining
funds within the USAA Family of Funds; and Assistant Vice President, Securities
Counsel for various other USAA subsidiaries and affiliates.
Sherron A. Kirk 1
Treasurer
Age: 53
Vice President, Controller, IMCO (10/92-present). Mrs. Kirk serves as Treasurer
of each of the remaining funds within the USAA Family of Funds; and Vice
President, Controller of USAA Shareholder Account Services.
Caryl Swann 1
Assistant Treasurer
Age: 50
Director, Mutual Fund Portfolio Analysis & Support, IMCO (2/98-present);
Manager, Mutual Fund Accounting, IMCO (7/92-2/98). Ms. Swann serves as
Assistant Treasurer for each of the remaining funds within the USAA Family of
Funds.
- -----------
1 Indicates those Trustees and officers who are employees of the Manager or
affiliated companies and are considered "interested persons" under the 1940
Act.
2 Member of Executive Committee
3 Member of Audit Committee
4 Member of Pricing and Investment Committee
5 Member of Corporate Governance Committee
Between the meetings of the Board of Trustees and while the Board is not
in session, the Executive Committee of the Board of Trustees has all the powers
and may exercise all the duties of the Board of Trustees in the management of
the business of the Trust which may be delegated to it by the Board. The
Pricing and Investment Committee of the Board of Trustees acts upon various
investment-related issues and other matters which have been delegated to it by
the Board. The Audit Committee of the Board of Trustees reviews the financial
statements and the auditor's reports and undertakes certain studies and
analyses as directed by the Board. The Corporate Governance Committee of the
Board of Trustees maintains oversight of the organization, performance, and
effectiveness of the Board and independent Trustees.
In addition to the previously listed Trustees and/or officers of the Trust
who also serve as Directors and/or officers of the Manager, the following
individuals are Directors and/or executive officers of the Manager: Harry W.
Miller, Senior Vice President, Investments (Equity); Carl W. Shirley, Senior
Vice President, Insurance Company Portfolios; and John J. Dallahan, Senior Vice
President, Investment Services. There are no family relationships among the
Trustees, officers and managerial level employees of the Trust, or its Manager.
The following table sets forth information describing the compensation of
the current Trustees of the Trust for their services as Trustees for the fiscal
year ended March 31, 1998.
NAME AGGREGATE TOTAL COMPENSATION
OF COMPENSATION FROM THE USAA
TRUSTEE FROM THE TRUST FAMILY OF FUNDS (b)
------- -------------- -------------------
Robert G. Davis None (a) None (a)
Barbara B. Dreeben $5,812 $29,500
Howard L. Freeman, Jr. $5,812 $29,500
Robert L. Mason $5,812 $29,500
Michael J.C. Roth None (a) None (a)
John W. Saunders, Jr. None (a) None (a)
Richard A. Zucker $5,812 $29,500
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(a) Robert G. Davis, Michael J.C. Roth, and John W. Saunders, Jr. are
affiliated with the Trust's investment adviser, IMCO, and, accordingly,
receive no remuneration from the Trust or any other Fund of the USAA
Family of Funds.
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(b) At March 31, 1998, the USAA Family of Funds consisted of four registered
investment companies offering 35 individual funds. Each Trustee presently
serves as a Trustee or Director of each investment company in the USAA
Family of Funds. In addition, Michael J.C. Roth presently serves as a
Trustee of USAA Life Investment Trust, a registered investment company
advised by IMCO, consisting of seven 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.
All of the above Trustees are also Trustees/Directors of the other funds
within the USAA Family of Funds. No compensation is paid by any fund to any
Trustee/Director who is a director, officer, or employee of IMCO or its
affiliates. No pension or retirement benefits are accrued as part of fund
expenses. The Trust reimburses certain expenses of the Trustees who are not
affiliated with the investment adviser. As of April 30, 1998, the officers and
Trustees of the Trust and their families as a group owned beneficially or of
record less than 1% of the outstanding shares of the Trust.
The Trust knows of no one person who, as of April 30, 1998, held of record
or owned beneficially 5% or more of either Fund's shares.
THE TRUST'S MANAGER
As described in the Prospectus, USAA Investment Management Company is the
Manager and investment adviser, providing services under the Advisory
Agreement. The Manager, an affiliate of United Services Automobile Association
(USAA), a large, diversified financial services institution, was organized in
May 1970 and has served as investment adviser and underwriter for USAA State
Tax-Free Trust from its inception.
In addition to managing the Trust's assets, the Manager advises and manages the
investments for USAA and its affiliated companies as well as those of USAA
Investment Trust, USAA Mutual Fund, Inc., USAA Tax Exempt Fund, Inc., and USAA
Life Investment Trust. As of the date of this SAI, total assets under
management by the Manager were approximately $_____ billion, of which
approximately $_____ billion were in mutual fund portfolios.
ADVISORY AGREEMENT
Under the Advisory Agreement, the Manager provides an investment program,
carries out the investment policy, and manages the portfolio assets for each
Fund. The Manager is authorized, subject to the control of the Board of
Trustees of the Trust, to determine the selection, amount, and time to buy or
sell securities for each Fund. In addition to providing investment services,
the Manager pays for office space, facilities, business equipment, and
accounting services (in addition to those provided by the Custodian) for the
Trust. The Manager compensates all personnel, officers, and Trustees of the
Trust if such persons are also employees of the Manager or its affiliates. For
these services under the Advisory Agreement, the Trust has agreed to pay the
Manager a fee computed as described under FUND MANAGEMENT in the Prospectus.
Management fees are computed and accrued daily and payable monthly.
Except for the services and facilities provided by the Manager, the Funds
pay all other expenses incurred in their operations. Expenses for which the
Funds are responsible include taxes (if any); brokerage commissions on
portfolio transactions (if any); expenses of issuance and redemption of shares;
charges of transfer agents, custodians, and dividend disbursing agents; cost of
preparing and distributing proxy material; costs of printing and engraving
stock certificates; auditing and legal expenses; certain expenses of
registering and qualifying shares for sale; fees of Trustees who are not
interested persons (not affiliated) of the Manager; costs of printing and
mailing the Prospectus, SAI, and periodic reports to existing shareholders; and
any other charges or fees not specifically enumerated. The Manager pays the
cost of printing and mailing copies of the Prospectus, the SAI, and reports to
prospective shareholders.
The Advisory Agreement will remain in effect until June 30, 1999, for each
Fund and will continue in effect from year to year thereafter for each Fund as
long as it is approved at least annually by a vote of the outstanding voting
securities of such Fund (as defined by the 1940 Act) or by the Board of
Trustees (on behalf of such Fund) including a majority of the Trustees who are
not interested persons of the Manager or (otherwise than as Trustees) of the
Trust, at a meeting called for the purpose of voting on such approval. The
Advisory Agreement may be terminated at any time by either the Trust or the
Manager on 60 days' written notice. It will automatically terminate in the
event of its assignment (as defined in the 1940 Act).
From time to time the Manager may, without prior notice to shareholders,
waive all or any portion of fees or agree to reimburse expenses incurred by a
Fund. Any such waiver or reimbursement may be terminated by the Manager at any
time without prior notice to shareholders. The Manager has voluntarily agreed
to limit each Fund's expenses to .50% of its ANA until August 1, 1999, and will
reimburse the Funds for all expenses in excess of the limitations.
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For the last three fiscal years, management fees were as follows:
1996 1997 1998
---- ---- ----
Florida Tax-Free Income Fund $239,649 $322,603 $437,613
Florida Tax-Free Money Market Fund $256,697 $301,693 $323,098
Because the Funds' expenses exceeded the Manager's voluntary expense
limitation, the Manager did not receive management fees to which it would have
been entitled as follows:
1996 1997 1998
---- ---- ----
Florida Tax-Free Income Fund $96,718 $54,750 $10,032
Florida Tax-Free Money Market Fund $85,352 $56,434 $20,954
UNDERWRITER
The Trust has an agreement with the Manager for exclusive underwriting and
distribution of the Funds' shares on a continuing best efforts basis. This
agreement provides that the Manager will receive no fee or other compensation
for such distribution services.
TRANSFER AGENT
The Transfer Agent performs transfer agent services for the Trust under a
Transfer Agency Agreement. Services include maintenance of shareholder account
records, handling of communications with shareholders, distribution of Fund
dividends, and production of reports with respect to account activity for
shareholders and the Trust. For its services under the Transfer Agency
Agreement, each Fund pays the Transfer Agent an annual fixed fee of $26 per
account. The fee is subject to change at any time.
The fee to the Transfer Agent includes processing of all transactions and
correspondence. Fees are billed on a monthly basis at the rate of one-twelfth
of the annual fee. In addition, the Funds pay all out-of-pocket expenses of the
Transfer Agent and other expenses which are incurred at the specific direction
of the Trust.
GENERAL INFORMATION
CUSTODIAN
State Street Bank and Trust Company, P.O. Box 1713, Boston, MA 02105, is the
Trust's Custodian. The Custodian is responsible for, among other things,
safeguarding and controlling the Trust's cash and securities, handling the
receipt and delivery of securities, and collecting interest on the Trust's
investments.
COUNSEL
Goodwin, Procter & Hoar LLP, Exchange Place, Boston, MA 02109, will review
certain legal matters for the Trust in connection with the shares offered by
the Prospectus.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, 112 East Pecan, Suite 2400, San Antonio, TX 78205, is
the Trust's independent auditor. In this capacity, the firm is responsible for
auditing the annual financial statements of the Funds and reporting thereon.
CALCULATION OF PERFORMANCE DATA
Information regarding total return and yield of each Fund is provided under
COULD THE VALUE OF YOUR INVESTMENT IN THESE FUNDS FLUCTUATE? in the Prospectus.
See VALUATION OF SECURITIES herein for a discussion of the manner in which each
Fund's price per share is calculated.
TOTAL RETURN
The Florida Tax-Free Income Fund may advertise performance in terms of average
annual total return for 1-, 5-, and 10-year periods, or for such lesser period
as the Fund has been in existence. Average annual total return is computed by
finding the average annual compounded rates of return over the periods that
would equate the initial amount invested to the ending redeemable value,
according to the following formula:
P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the 1-, 5-, or 10-year periods at
the end of the year or period
The calculation assumes all charges are deducted from the initial $1,000
payment and assumes all dividends and distributions by such Fund are reinvested
at the price stated in the Prospectus on the reinvestment dates during the
period, and includes all recurring fees that are charged to all shareholder
accounts.
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The date of commencement of operations for the Florida Tax-Free Income Fund was
October 1, 1993. The Fund's average annual total returns for the following
periods ended March 31, 1998, were:
1 year . . . . 12.22% Since inception . . . . 5.34%
YIELD
The Florida Tax-Free Income Fund may advertise performance in terms of a 30-day
yield quotation. The 30-day yield quotation is computed by dividing the net
investment income per share earned during the period by the maximum offering
price per share on the last day of the period, according to the following
formula:
YIELD = 2[((a-b)/(cd)+1)^6-1]
Where: a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursement)
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends
d = the maximum offering price per share on the last day of
the period
For purposes of the yield calculation, interest income is computed based
on the yield to maturity of each debt obligation in the Fund's portfolio and
all recurring charges are recognized.
The Fund's 30-day yield for the period ended March 31, 1998, was 4.75%.
YIELD - FLORIDA TAX-FREE MONEY MARKET FUND
When the Florida Tax-Free Money Market Fund quotes a current annualized yield,
it is based on a specified recent seven-calendar-day period. It is computed by
(1) determining the net change, exclusive of capital changes and income other
than investment income, in the value of a hypothetical preexisting account
having a balance of one share at the beginning of the period, (2) dividing the
net change in account value by the value of the account at the beginning of the
base period to obtain the base return, then (3) multiplying the base period
return by 52.14 (365/7). The resulting yield figure is carried to the nearest
hundredth of one percent.
The calculation includes (1) the value of additional shares purchased with
dividends on the original share, and dividends declared on both the original
share and any such additional shares and (2) any fees charged to all
shareholder accounts, in proportion to the length of the base period and the
Fund's average account size.
The capital changes excluded from the calculation are realized capital
gains and losses from the sale of securities and unrealized appreciation and
depreciation. The Fund's effective (compounded) yield will be computed by
dividing the seven-day annualized yield as defined above by 365, adding 1 to
the quotient, raising the sum to the 365th power, and subtracting 1 from the
result.
Current and effective yields fluctuate daily and will vary with factors
such as interest rates and the quality, length of maturities, and type of
investments in the portfolio.
Yield for 7-day Period ended March 31, 1998, was 3.30%.
Effective Yield for 7-day Period ended March 31, 1998, was 3.35%.
TAX EQUIVALENT YIELD
A tax-exempt mutual fund may provide more "take-home" income than a fully
taxable mutual fund after paying taxes. Calculating a "tax equivalent yield"
means converting a tax-exempt yield to a pretax equivalent so that a meaningful
comparison can be made between a tax-exempt municipal fund and a fully taxable
fund. The Florida Money Market Fund may advertise performance in terms of a tax
equivalent yield based on the 7-day yield or effective yield and the Florida
Income Fund may advertise performance in terms of a 30-day tax equivalent
yield.
To calculate a tax equivalent yield, the Florida investor must know his
Effective Marginal Tax Rate or EMTR. Assuming an investor can fully itemize
deductions on his or her federal tax return, the EMTR is the sum of the federal
marginal tax rate and the Florida Intangibles Personal Property Tax effect
adjusted to reflect the deductibility of the Intangibles Tax from federal
income tax.
The computation of the Florida intangible tax effect is a multi-step
process. Since the intangible tax is a tax upon assets, and not income, an
investor may reduce his intangibles tax liability by choosing investments that
are exempt from the Florida Intangibles Tax. We have provided a table in the
Prospectus to estimate the effect the intangibles tax may have upon an
investor's EMTR. The Florida Intangibles Property Tax effect is determined by
the investor's filing status, individual or joint, and the fair market value of
intangible assets subject to the intangibles tax. The formula is:
Florida Intangible Tax Effect = Intangible Tax Liability / Intangible Assets
17
<PAGE>
The formula for computing the EMTR to compare with fully taxable
securities subject to both federal income and Florida intangible taxes is:
EMTR = Federal Marginal Tax Rate +
[Florida Intangible Tax Effect x (1-Federal Marginal Tax Rate)]
The tax equivalent yield is then computed by dividing the tax-exempt yield
of a fund by the complement of the EMTR. The complement, for example, of an
EMTR of 36.08% is 63.92%, that is (1.00-0.3608= 0.6392).
Tax Equivalent Yield = Tax Exempt Yield / (1-Effective Marginal Tax Rate)
Based on a federal marginal tax rate of 36% and intangible assets of
$300,000 filing jointly, the tax equivalent yields for the Florida Tax-Free
Income and Florida Tax-Free Money Market Funds for the period ended March 31,
1998 were 7.43% and 5.16%, respectively.
APPENDIX A - TAX-EXEMPT SECURITIES AND THEIR RATINGS
TAX-EXEMPT SECURITIES
Tax-exempt securities generally include debt obligations issued by states and
their political subdivisions, and duly constituted authorities and
corporations, to obtain funds to construct, repair or improve various public
facilities such as airports, bridges, highways, hospitals, housing, schools,
streets, and water and sewer works. Tax-exempt securities may also be issued to
refinance outstanding obligations as well as to obtain funds for general
operating expenses and for loans to other public institutions and facilities.
The two principal classifications of tax-exempt securities are "general
obligations" and "revenue" or "special tax" bonds. General obligation bonds are
secured by the issuer's pledge of its full faith, credit and taxing power for
the payment of principal and interest. Revenue or special tax bonds are payable
only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
tax, but not from general tax revenues. The Funds may also invest in tax-exempt
private activity bonds, which in most cases are revenue bonds and generally do
not have the pledge of the credit of the issuer. The payment of the principal
and interest on such industrial revenue bonds is dependent solely on the
ability of the user of the facilities financed by the bonds to meet its
financial obligations and the pledge, if any, of real and personal property so
financed as security for such payment. There are, of course, many variations in
the terms of, and the security underlying, tax-exempt securities. Short-term
obligations issued by states, cities, municipalities or municipal agencies,
include Tax Anticipation Notes, Revenue Anticipation Notes, Bond Anticipation
Notes, Construction Loan Notes, and Short-Term Notes.
The yields of tax-exempt securities depend on, among other things, general
money market conditions, conditions of the tax-exempt bond market, the size of
a particular offering, the maturity of the obligation, and the rating of the
issue. The ratings of Moody's Investors Service, Inc. (Moody's), Standard &
Poor's Ratings Group (S&P), Fitch IBCA, Inc. (Fitch), Duff & Phelps Inc., and
Thompson BankWatch, Inc. represent their opinions of the quality of the
securities rated by them. It should be emphasized that such ratings are general
and are not absolute standards of quality. Consequently, securities with the
same maturity, coupon, and rating may have different yields, while securities
of the same maturity and coupon but with different ratings may have the same
yield. It will be the responsibility of the Manager to appraise independently
the fundamental quality of the tax-exempt securities included in a Fund's
portfolio.
I. LONG-TERM DEBT RATINGS:
MOODY'S INVESTOR SERVICES, INC.
Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risk appear somewhat larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
18
<PAGE>
Baa Bonds which are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
NOTE: MOODY'S APPLIES NUMERICAL MODIFIERS 1, 2, AND 3 IN EACH GENERIC RATING
CLASSIFICATION. THE MODIFIER 1 INDICATES THAT THE OBLIGATION RANKS IN THE
HIGHER END OF ITS GENERIC RATING CATEGORY, THE MODIFIER 2 INDICATES A MID-RANGE
RANKING, AND THE MODIFIER 3 INDICATES A RANKING IN THE LOWER END OF THAT
GENERIC RATING CATEGORY.
STANDARD & POOR'S RATINGS GROUP
AAA An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is EXTREMELY STRONG.
AA An obligation rated AA differs from the highest rated issues only in
small degree. The obligor's capacity to meet its financial commitment
on the obligation is VERY STRONG.
A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher rated categories. However, the obligor's
capacity to meet its financial commitment on the obligation is still
STRONG.
BBB An obligation rated BBB exhibits ADEQUATE capacity to pay interest and
repay principal. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the
obligor to meet its financial commitment on the obligation.
PLUS (+) OR MINUS (-): THE RATINGS FROM AA TO BBB MAY BE MODIFIED BY THE
ADDITION OF A PLUS OR MINUS SIGN TO SHOW RELATIVE STANDING WITHIN THE MAJOR
RATING CATEGORIES.
FITCH IBCA, INC.
AAA Highest credit quality. "AAA" ratings denote the lowest expectation of
credit risk. They are assigned only in case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is
highly unlikely to be adversely affected by foreseeable events.
AA Very high credit quality. "AA" ratings denote a very low expectation
of credit risk. They indicate very strong capacity for timely payment
of financial commitments. This capacity is not significantly
vulnerable to foreseeable events.
A High credit quality. "A" ratings denote a low expectation of credit
risk. The capacity for timely payment of financial commitments is
considered strong. This capacity may, nevertheless, be more vulnerable
to changes in circumstances or in economic conditions than is the case
for higher ratings.
BBB Good credit quality. "BBB" ratings indicate that there is currently a
low expectation of credit risk. The capacity for timely payment of
financial commitments is considered adequate, but adverse changes in
circumstances and in economic conditions are more likely to impair
this capacity. This is the lowest investment-grade category.
PLUS AND MINUS SIGNS ARE USED WITH A RATING SYMBOL TO INDICATE THE RELATIVE
POSITION OF A CREDIT WITHIN THE RATING CATEGORY. PLUS AND MINUS SIGNS, HOWEVER,
ARE NOT USED IN THE AAA CATEGORY.
DUFF & PHELPS, INC.
AAA Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.
AA High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic conditions.
A Protection factors are average but adequate. However, risk factors are
more variable and greater in periods of economic stress.
BBB Below average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic
cycles.
2. SHORT-TERM DEBT RATINGS:
MOODY'S STATE AND TAX-EXEMPT NOTES
MIG-1/VMIG1 This designation denotes best quality. There is present
strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the
market for refinancing.
MIG-2/VMIG2 This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.
19
<PAGE>
MOODY'S COMMERCIAL PAPER
Prime-1 Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the
following characteristics:
o Leading market positions in well-established industries.
o High rates of return on funds employed.
o Conservative capitalization structures with moderate reliance on
debt and ample asset protection.
o Broad margins in earning coverage of fixed financial charges and
high internal cash generation.
o Well-established access to a range of financial markets and
assured sources of alternate liquidity.
Prime-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term promissory obligations.
This will normally be evidenced by many of the characteristics cited
above but to a lesser degree. Earnings trends and coverage ratios,
while sound, may be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
S&P TAX-EXEMPT NOTES
SP-1 Strong capacity to pay principal and interest. Issues determined to
possess very strong characteristics are given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term
of the notes.
S&P COMMERCIAL PAPER
A-1 This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus (+) sign
designation.
A-2 Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as
for issues designated A-1.
FITCH'S COMMERCIAL PAPER, CERTIFICATES OF DEPOSIT AND TAX-EXEMPT NOTES
F1 Highest credit quality. Indicates the strongest capacity for timely
payment of financial commitments; may have an added "+" to denote any
exceptionally strong credit features.
F2 Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in
the case of the higher ratings.
F3 Fair credit quality. The capacity for timely payment of financial
commitments is adequate; however, near-term adverse changes could
result in a reduction to non-investment grade.
DUFF & PHELPS COMMERCIAL PAPER
D-1+ Highest certainty of timely payment. Short-term liquidity, including
internal operating factors and/or access to alternative sources of
funds, is outstanding, and safety is just below risk-free U.S.
Treasury short-term obligations.
D-1 Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are
minor.
D-1- High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are
very small.
D-2 Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge
total financing requirements, access to capital markets is good. Risk
factors are small.
THOMPSON BANKWATCH, INC.
TBW-1 The highest category; indicates a very high likelihood that principal
and interest will be paid on a timely basis.
TBW-2 The second highest category; while the degree of safety regarding
timely repayment of principal and interest is strong, the relative
degree of safety is not as high as for issues rated TBW-1.
TBW-3 The lowest investment-grade category; indicates that while the
obligation is more susceptible to adverse developments (both internal
and external) than those with higher ratings, the capacity to service
principal and interest in a timely fashion is considered adequate.
20
<PAGE>
APPENDIX B - COMPARISON OF PORTFOLIO PERFORMANCE
Occasionally, we may make comparisons in advertising and sales literature
between the Funds contained in this SAI and other Funds in the USAA Family of
Funds. These comparisons may include such topics as risk and reward, investment
objectives, investment strategies, and performance.
Fund performance also may be compared to the performance of broad groups
of mutual funds with similar investment goals or unmanaged indexes of
comparable securities. Evaluations of Fund performance made by independent
sources may be used in advertisements concerning the Fund, including reprints
of, or selections from, editorials or articles about the Fund. The Fund or its
performance may also be compared to products and services not constituting
securities subject to registration under the Securities Act of 1933 such as,
but not limited to, certificates of deposit and money market accounts. Sources
for performance information and articles about the Fund may include but are not
restricted to the following:
AAII JOURNAL, a monthly association magazine for members of the American
Association of Individual Investors.
ARIZONA REPUBLIC, a newspaper which may cover financial and investment news.
AUSTIN AMERICAN-STATESMAN, a newspaper which may cover financial news.
BARRON'S, a Dow Jones and Company, Inc. business and financial weekly that
periodically reviews mutual fund performance data.
THE BOND BUYER, a daily newspaper which covers bond market news.
BUSINESS WEEK, a national business weekly that periodically reports the
performance rankings and ratings of a variety of mutual funds.
CHICAGO TRIBUNE, a newspaper which may cover financial news.
CONSUMER REPORTS, a monthly magazine which from time to time reports on
companies in the mutual fund industry.
DALLAS MORNING NEWS, a newspaper which may cover financial news.
DENVER POST, a newspaper which may quote financial news.
FINANCIAL PLANNING, a monthly magazine that periodically features companies in
the mutual fund industry.
FINANCIAL SERVICES WEEK, a weekly newspaper which covers financial news.
FINANCIAL WORLD, a monthly magazine which may periodically review mutual fund
companies.
FORBES, a national business publication that periodically reports the
performance of companies in the mutual fund industry.
FORTUNE, a national business publication that periodically rates the
performance of a variety of mutual funds.
FUND ACTION, a mutual fund news report.
HOUSTON CHRONICLE, a newspaper which may cover financial news.
HOUSTON POST, a newspaper which may cover financial news.
IBC'S MONEYLETTER, a biweekly newsletter which covers financial news and from
time to time rates specific mutual funds.
IBC'S MONEY FUND REPORT, a weekly publication of IBC Financial Data, Inc.,
reporting on the performance of the nation's money market funds, summarizing
money market fund activity, and including certain averages as performance
benchmarks, specifically: (1) Taxable Money Fund Averages: "100% U.S. Treasury"
and "First Tier" and (2) Tax-Free Money Fund Averages: "Stockbroker and General
Purpose" and "State Specific Stockbroker and General Purpose."
IBC'S MONEY MARKET INSIGHT, a monthly money market industry analysis prepared
by IBC Financial Data, Inc.
INCOME AND SAFETY, a monthly newsletter that rates mutual funds.
INVESTECH, a bimonthly investment newsletter.
INVESTMENT ADVISOR, a monthly publication directed primarily to the advisor
community; includes ranking of mutual funds using a proprietary methodology.
INVESTMENT COMPANY INSTITUTE, a national association of the American Investment
Company industry.
INVESTOR'S BUSINESS DAILY, a newspaper which covers financial news.
KIPLINGER'S PERSONAL FINANCE MAGAZINE, a monthly investment advisory
publication that periodically features the performance of a variety of
securities.
21
<PAGE>
LIPPER ANALYTICAL SERVICES, INC.'S EQUITY FUND PERFORMANCE ANALYSIS, a weekly
and monthly publication of industry-wide mutual fund performance averages by
type of fund.
LIPPER ANALYTICAL SERVICES, INC.'S FIXED INCOME FUND PERFORMANCE ANALYSIS, a
monthly publication of industry-wide mutual fund performance averages by type
of fund.
LOS ANGELES TIMES, a newspaper which may cover financial news.
LOUIS RUKEYSER'S WALL STREET, a publication for investors.
MEDICAL ECONOMICS, a monthly magazine providing information to the medical
profession.
MONEY, a monthly magazine that features the performance of both specific funds
and the mutual fund industry as a whole.
MORNINGSTAR 5 STAR INVESTOR, a monthly newsletter which covers financial news
and rates mutual funds produced by Morningstar, Inc. (a data service which
tracks open-end mutual funds).
MUNI BOND FUND REPORT, a monthly newsletter which covers news on the municipal
bond market and features performance data for municipal bond mutual funds.
MUNIWEEK, a weekly newspaper which covers news on the municipal bond market.
MUTUAL FUND FORECASTER, a monthly newsletter that ranks mutual funds.
MUTUAL FUND INVESTING, a newsletter covering mutual funds.
MUTUAL FUND PERFORMANCE REPORT, a monthly publication of industry-wide mutual
fund averages produced by Morningstar, Inc.
MUTUAL FUNDS MAGAZINE, a monthly publication reporting on mutual fund
investing.
MUTUAL FUND SOURCE BOOK, an annual publication produced by Morningstar, Inc.
which describes and rates mutual funds.
MUTUAL FUND VALUES, a biweekly guidebook to mutual funds produced by
Morningstar, Inc.
NEWSWEEK, a national business weekly.
NEW YORK TIMES, a newspaper which may cover financial news.
NO LOAD FUND INVESTOR, a newsletter covering companies in the mutual fund
industry.
ORLANDO SENTINEL, a newspaper which may cover financial news.
PERSONAL INVESTOR, a monthly magazine which from time to time features mutual
fund companies and the mutual fund industry.
SAN ANTONIO BUSINESS JOURNAL, a weekly newspaper that periodically covers
mutual fund companies as well as financial news.
SAN ANTONIO EXPRESS-NEWS, a newspaper which may cover financial news.
SAN FRANCISCO CHRONICLE, a newspaper which may cover financial news.
SMART MONEY, a monthly magazine featuring news and articles on investing and
mutual funds.
USA TODAY, a newspaper which may cover financial news.
U.S. NEWS AND WORLD REPORT, a national business weekly that periodically
reports mutual fund performance data.
WALL STREET JOURNAL, a Dow Jones and Company, Inc. newspaper which covers
financial news.
WASHINGTON POST, a newspaper which may cover financial news.
WEISENBERGER MUTUAL FUNDS INVESTMENT REPORT, a monthly newsletter that reports
on both specific mutual fund companies and the mutual fund industry as a whole.
WORTH, a magazine which covers financial and investment subjects including
mutual funds.
YOUR MONEY, a monthly magazine directed towards the novice investor.
In addition to the sources above, performance of our Funds may also be
tracked by Lipper Analytical Services, Inc. Each Fund will be compared to
Lipper's appropriate fund category according to objective and portfolio
holdings. The Florida Tax-Free Income Fund will be compared to funds in
Lipper's Florida Municipal Debt Funds category, and the Florida Tax-Free Money
Market Fund to funds in Lipper's States Tax-Exempt Money Market Funds category.
Footnotes in advertisements and other sales literature will include the time
period as applicable for any rankings used.
For comparative purposes, unmanaged indices of comparable securities or
economic data may be cited. Examples include the following:
-Shearson Lehman Hutton Bond Indices, indices of fixed-rate debt issues
rated investment grade or higher which can be found in the BOND MARKET REPORT.
22
<PAGE>
-Bond Buyer Indices, indices of debt of varying maturities including
revenue bonds, general obligation bonds, and U.S. Treasury bonds which can be
found in MUNIWEEK and THE BOND BUYER.
Other sources for total return and other performance data which may be
used by the Funds or by those publications listed previously are Morningstar,
Inc., Schabaker Investment Management, and Investment Company Data, Inc. These
are services that collect and compile data on mutual fund companies.
APPENDIX C - DOLLAR-COST AVERAGING
Dollar-cost averaging is a systematic investing method which can be used by
investors as a disciplined technique for investing. A fixed amount of money is
invested in a security (such as a stock or mutual fund) on a regular basis over
a period of time, regardless of whether securities markets are moving up or
down.
This practice reduces average share costs to the investor who acquires
more shares in periods of lower securities prices and fewer shares in periods
of higher prices.
While dollar-cost averaging does not assure a profit or protect against
loss in declining markets, this investment strategy is an effective way to help
calm the effect of fluctuations in the financial markets. Systematic investing
involves continuous investment in securities regardless of fluctuating price
levels of such securities. Investors should consider their financial ability to
continue purchases through periods of low and high price levels.
As the following chart illustrates, dollar-cost averaging tends to keep
the overall cost of shares lower. This example is for illustration only, and
different trends would result in different average costs.
HOW DOLLAR-COST AVERAGING WORKS
$100 Invested Regularly for 5 Periods
Market Trend
--------------------------------------------------------------------
Down Up Mixed
------------------- --------------------- -----------------------
Share Shares Share Shares Share Shares
Investment Price Purchased Price Purchased Price Purchased
------------------- --------------------- -----------------------
$100 10 10 6 16.67 10 10
100 9 11.1 7 14.29 9 11.1
100 8 12.5 7 14.29 8 12.5
100 8 12.5 9 11.1 9 11.1
100 6 16.67 10 10 10 10
- ---- -- ----- -- ----- -- -----
$500 ***41 62.77 ***39 66.35 ***46 54.7
*Avg. Cost: $7.97 *Avg. Cost: $7.54 *Avg. Cost: $9.14
----- ----- -----
**Avg. Price: $8.20 **Avg. Price: $7.80 **Avg. Price: $9.20
----- ----- -----
* Average Cost is the total amount invested divided by number of
shares purchased.
** Average Price is the sum of the prices paid divided by number
of purchases.
*** Cumulative total of share prices used to compute average prices.
23
<PAGE>
22735-0898
<PAGE>
Part B
Statement of Additional Information for the
Texas Tax-Free Income and
Texas Tax-Free Money Market Funds
<PAGE>
USAA USAA STATE STATEMENT OF
EAGLE TAX-FREE ADDITIONAL INFORMATION
LOGO TRUST August 1, 1998
- -------------------------------------------------------------------------------
USAA STATE TAX-FREE TRUST
TEXAS FUNDS
USAA STATE TAX-FREE TRUST (the Trust) is a registered investment company
offering shares of four no-load mutual funds, two of which are described in
this Statement of Additional Information (SAI): the Texas Tax-Free Income Fund
and Texas Tax-Free Money Market Fund (collectively, the Funds or the Texas
Funds). Each Fund is classified as diversified and has a common investment
objective of providing Texas investors with a high level of current interest
income that is exempt from federal income taxes. The Texas Tax-Free Money
Market Fund has a further objective of preserving capital and maintaining
liquidity.
You may obtain a free copy of a Prospectus dated August 1, 1998, for the Texas
Funds by writing to USAA State Tax-Free Trust, 9800 Fredericksburg Road, San
Antonio, TX 78288, or by calling toll free 1-800-531-8181. The Prospectus
provides the basic information you should know before investing in the Funds.
This SAI is not a Prospectus and contains information in addition to and more
detailed than that set forth in the Prospectus. It is intended to provide you
with additional information regarding the activities and operations of the
Trust and the Funds, and should be read in conjunction with the Prospectus.
The financial statements of the Funds and the Independent Auditors' Report
thereon for the fiscal year ended March 31, 1998, are included in the
accompanying Annual Report to Shareholders of that date and are incorporated
herein by reference.
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
2 Valuation of Securities
2 Conditions of Purchase and Redemption
3 Additional Information Regarding Redemption of Shares
3 Investment Plans
4 Investment Policies
6 Investment Restrictions
6 Special Risk Considerations
11 Portfolio Transactions
12 Description of Shares
13 Certain Federal Income Tax Considerations
14 Trustees and Officers of the Trust
17 The Trust's Manager
19 General Information
19 Calculation of Performance Data
20 Appendix A - Tax-Exempt Securities and Their Ratings
23 Appendix B - Comparison of Portfolio Performance
26 Appendix C - Dollar-Cost Averaging
<PAGE>
VALUATION OF SECURITIES
Shares of each Fund are offered on a continuing best efforts basis through USAA
Investment Management Company (IMCO or the Manager). The offering price for
shares of each Fund is equal to the current net asset value (NAV) per share.
The NAV per share of each Fund is calculated by adding the value of all its
portfolio securities and other assets, deducting its liabilities, and dividing
by the number of shares outstanding.
A Fund's NAV per share is calculated each day, Monday through Friday,
except days on which the New York Stock Exchange (NYSE) is closed. The NYSE is
currently scheduled to be closed on New Year's Day, Martin Luther King, Jr.
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving, and Christmas, and on the preceding Friday or subsequent Monday
when one of these holidays falls on a Saturday or Sunday, respectively.
The investments of the TEXAS TAX-FREE INCOME FUND are valued each business
day by a pricing service (the Service) approved by the Board of Trustees. The
Service uses the mean between quoted bid and asked prices or the last sale
price to price securities when, in the Service's judgment, these prices are
readily available and are representative of the securities' market values. For
many securities, such prices are not readily available. The Service generally
prices these securities based on methods which include consideration of yields
or prices of tax-exempt securities of comparable quality, coupon, maturity and
type, indications as to values from dealers in securities, and general market
conditions. Securities purchased with maturities of 60 days or less are stated
at amortized cost which approximates market value. Repurchase agreements are
valued at cost. Securities which cannot be valued by the Service, and all other
assets, are valued in good faith at fair value using methods determined by the
Manager under the general supervision of the Board of Trustees.
The value of the TEXAS TAX-FREE MONEY MARKET FUND'S securities is stated
at amortized cost which approximates market value. This involves valuing a
security at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates. While this method provides certainty in valuation, it may
result in periods during which the value of an instrument, as determined by
amortized cost, is higher or lower than the price the Fund would receive upon
the sale of the instrument.
The valuation of the Texas Tax-Free Money Market Fund's portfolio
instruments based upon their amortized cost is subject to the Fund's adherence
to certain procedures and conditions. Consistent with regulatory requirements,
the Manager will only purchase securities with remaining maturities of 397 days
or less and will maintain a dollar-weighted average portfolio maturity of no
more than 90 days. The Manager will invest only in securities that have been
determined to present minimal credit risk and that satisfy the quality and
diversification requirements of applicable rules and regulations of the
Securities and Exchange Commission (SEC).
The Board of Trustees has established procedures designed to stabilize the
Texas Tax-Free Money Market Fund's price per share, as computed for the purpose
of sales and redemptions, at $1. There can be no assurance, however, that the
Fund will at all times be able to maintain a constant $1 NAV per share. Such
procedures include review of the Fund's holdings at such intervals as is deemed
appropriate to determine whether the Fund's NAV calculated by using available
market quotations deviates from $1 per share and, if so, whether such deviation
may result in material dilution or is otherwise unfair to existing
shareholders. In the event that it is determined that such a deviation exists,
the Board of Trustees will take such corrective action as it regards necessary
and appropriate. Such action may include selling portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average portfolio
maturity, withholding dividends, or establishing a NAV per share by using
available market quotations.
CONDITIONS OF PURCHASE AND REDEMPTION
NONPAYMENT
If any order to purchase shares is canceled due to nonpayment or if the Trust
does not receive good funds either by check or electronic funds transfer, USAA
Shareholder Account Services (Transfer Agent) will treat the cancellation as a
redemption of shares purchased, and you will be responsible for any resulting
loss incurred by the Fund or the Manager. If you are a shareholder, the
Transfer Agent can redeem shares from your account(s) as reimbursement for all
losses. In addition, you may be prohibited or restricted from making future
purchases in any of the USAA Family of Funds. A $15 fee is charged for all
returned items, including checks and electronic funds transfers.
TRANSFER OF SHARES
You may transfer Fund shares to another person by sending written instructions
to the Transfer Agent. The account must be clearly identified, and you must
include the number of shares to be transferred, the signatures of all
registered owners, and all stock certificates, if any, which are the subject of
transfer. You also need to send written instructions signed by all registered
owners and supporting documents to change
2
<PAGE>
an account registration due to events such as divorce, marriage, or death. If a
new account needs to be established, you must complete and return an
application to the Transfer Agent.
ADDITIONAL INFORMATION REGARDING REDEMPTION OF SHARES
The value of your investment at the time of redemption may be more or less than
the cost at purchase, depending on the value of the securities held in each
Fund's portfolio. Requests for redemption which are subject to any special
conditions, or which specify an effective date other than as provided herein,
cannot be accepted. A gain or loss for tax purposes may be realized on the sale
of shares, depending upon the price when redeemed.
The Board of Trustees may cause the redemption of an account with a total
value of less than $500 provided (1) the value of the account has been reduced,
for reasons other than market action, below the minimum initial investment in
such Fund at the time of the establishment of the account, (2) the account has
remained below the minimum level for six months, and (3) 60 days' prior written
notice of the proposed redemption has been sent to you. Shares will be redeemed
at the NAV on the date fixed for redemption by the Board of Trustees. Prompt
payment will be made by mail to your last known address.
The Trust reserves the right to suspend the right of redemption or
postpone the date of payment (1) for any periods during which the NYSE is
closed, (2) when trading in the markets the Trust normally utilizes is
restricted, or an emergency exists as determined by the SEC so that disposal of
the Trust's investments or determination of its NAV is not reasonably
practicable, or (3) for such other periods as the SEC by order may permit for
protection of the Trust's shareholders.
For the mutual protection of the investor and the Funds, the Trust may
require a signature guarantee. If required, EACH signature on the account
registration must be guaranteed. Signature guarantees are acceptable from FDIC
member banks, brokers, dealers, municipal securities dealers, municipal
securities brokers, government securities dealers, government securities
brokers, credit unions, national securities exchanges, registered securities
associations, clearing agencies, and savings associations. A signature
guarantee for active duty military personnel stationed abroad may be provided
by an officer of the United States Embassy or Consulate, a staff officer of the
Judge Advocate General, or an individual's commanding officer.
REDEMPTION BY CHECK
Shareholders in the Texas Tax-Free Money Market Fund may request that checks be
issued for their account. Checks must be written in amounts of at least $250.
Checks issued to shareholders of the Fund will be sent only to the person
in whose name the account is registered and only to the address of record. The
checks must be manually signed by the registered owner(s) exactly as the
account is registered. For joint accounts the signature of either or both joint
owners will be required on the check, according to the election made on the
signature card. You will continue to earn dividends until the shares are
redeemed by the presentation of a check.
When a check is presented to the Transfer Agent for payment, a sufficient
number of full and fractional shares from your account will be redeemed to
cover the amount of the check. If the account's balance is not adequate to
cover the amount of a check, the check will be returned unpaid. Because the
value of each account changes as dividends are accrued on a daily basis, checks
may not be used to close an account.
The checkwriting privilege is subject to the customary rules and
regulations of State Street Bank and Trust Company (State Street Bank or the
Custodian) governing checking accounts. There is no charge to you for the use
of the checks or for subsequent reorders of checks.
The Trust reserves the right to assess a processing fee against your
account for any redemption check not honored by a clearing or paying agent.
Currently, this fee is $15 and is subject to change at any time. Some examples
of such dishonor are improper endorsement, checks written for an amount less
than the minimum check amount, and insufficient or uncollectible funds.
The Trust, the Transfer Agent, and State Street Bank each reserve the
right to change or suspend the checkwriting privilege upon 30 days' written
notice to participating shareholders.
You may request that the Transfer Agent stop payment on a check. The
Transfer Agent will use its best efforts to execute stop payment instructions,
but does not guarantee that such efforts will be effective. The Transfer Agent
will charge you $10 for each stop payment you request.
INVESTMENT PLANS
The Trust makes available the following investment plans to shareholders of the
Funds. At the time you sign up for any of the following investment plans that
utilize the electronic funds transfer service, you will choose the day of the
month (the effective date) on which you would like to regularly purchase
shares. When
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this day falls on a weekend or holiday, the electronic transfer will take place
on the last business day before the effective date. You may terminate your
participation in a plan at any time. Please call the Manager for details and
necessary forms or applications.
AUTOMATIC PURCHASE OF SHARES
INVESTRONIC(R) - The regular purchase of additional shares through electronic
funds transfer from a checking or savings account. You may invest as little as
$50 per month.
DIRECT PURCHASE SERVICE - The periodic purchase of shares through electronic
funds transfer from an employer (including government allotments and social
security), an income-producing investment, or an account with a participating
financial institution.
AUTOMATIC PURCHASE PLAN - The periodic transfer of funds from a USAA money
market fund to purchase shares in another non-money market USAA mutual fund.
There is a minimum investment required for this program of $5,000 in the money
market fund, with a monthly transaction minimum of $50.
BUY/SELL SERVICE - The intermittent purchase or redemption of shares through
electronic funds transfer to or from a checking or savings account. You may
initiate a "buy" or "sell" whenever you choose.
DIRECTED DIVIDENDS - If you own shares in more than one of the Funds in the
USAA Family of Funds, you may direct that dividends and/or capital gain
distributions earned in one fund be used to purchase shares automatically in
another fund.
Participation in these systematic purchase plans allows you to engage in
dollar-cost averaging. For additional information concerning the benefits of
dollar-cost averaging, see APPENDIX C.
SYSTEMATIC WITHDRAWAL PLAN
If you own shares having a NAV of $5,000 or more in a single investment account
(accounts in different Funds cannot be aggregated for this purpose), you may
request that enough shares to produce a fixed amount of money be liquidated
from the account monthly or quarterly. The amount of each withdrawal must be at
least $50. Using the electronic funds transfer service, you may choose to have
withdrawals electronically deposited at your bank or other financial
institution. You may also elect to have checks mailed to a designated address.
This plan may be initiated by depositing shares worth at least $5,000 with
the Transfer Agent and by completing the Systematic Withdrawal Plan
application, which may be requested from the Manager. You may terminate
participation in the plan at any time. You are not charged for withdrawals
under the Systematic Withdrawal Plan. The Trust will not bear any expenses in
administering the plan beyond the regular transfer agent and custodian costs of
issuing and redeeming shares. The Manager will bear any additional expenses of
administering the plan.
Withdrawals will be made by redeeming full and fractional shares on the
date you select at the time the plan is established. Withdrawal payments made
under this plan may exceed dividends and distributions and, to this extent,
will involve the use of principal and could reduce the dollar value of your
investment and eventually exhaust the account. Reinvesting dividends and
distributions helps replenish the account. Because share values and net
investment income can fluctuate, you should not expect withdrawals to be offset
by rising income or share value gains.
Each redemption of shares may result in a gain or loss, which must be
reported on your income tax return. Therefore, you should keep an accurate
record of any gain or loss on each withdrawal.
INVESTMENT POLICIES
The section captioned FUND INVESTMENTS in the Prospectus describes the
fundamental investment objectives and the investment policies applicable to
each Fund, and the following is provided as additional information.
CALCULATION OF PORTFOLIO WEIGHTED AVERAGE MATURITIES
Weighted average maturity is derived by multiplying the value of each
investment by the number of days remaining to its maturity, adding the results
of these calculations, and then dividing the total by the value of the Fund's
portfolio. An obligation's maturity is typically determined on a stated final
maturity basis, although there are some exceptions to this rule.
With respect to obligations held by the Texas Tax-Free Income Fund, if it
is probable that the issuer of an instrument will take advantage of a
maturity-shortening device, such as a call, refunding, or redemption provision,
the date on which the instrument will probably be called, refunded, or redeemed
may be considered to be its maturity date. Also, the maturities of securities
subject to sinking fund arrangements are determined on a weighted average life
basis, which is the average time for principal to be repaid. The weighted
average life of these securities is likely to be substantially shorter than
their stated final maturity. In addition, for purposes of the Fund's investment
policies, an instrument will be treated as having a
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maturity earlier than its stated maturity date if the instrument has technical
features such as puts or demand features which, in the judgment of the Manager,
will result in the instrument being valued in the market as though it has the
earlier maturity.
The Texas Tax-Free Money Market Fund will determine the maturity of an
obligation in its portfolio in accordance with Rule 2a-7 under the Investment
Company Act of 1940, as amended (1940 Act).
REPURCHASE AGREEMENTS
Each Fund may invest up to 5% of its net assets in repurchase agreements. A
repurchase agreement is a transaction in which a security is purchased with a
simultaneous commitment to sell the security back to the seller (a commercial
bank or recognized securities dealer) at an agreed upon price on an agreed upon
date, usually not more than seven days from the date of purchase. The resale
price reflects the purchase price plus an agreed upon market rate of interest
which is unrelated to the coupon rate or maturity of the purchased security. A
repurchase agreement involves the obligation of the seller to pay the agreed
upon price, which obligation is in effect secured by the value of the
underlying security. In these transactions, the securities purchased by a Fund
will have a total value equal to or in excess of the amount of the repurchase
obligation and will be held by the Funds' custodian until repurchased. If the
seller defaults and the value of the underlying security declines, a Fund may
incur a loss and may incur expenses in selling the collateral. If the seller
seeks relief under the bankruptcy laws, the disposition of the collateral may
be delayed or limited. Any investments in repurchase agreements will give rise
to income which will not qualify as tax-exempt income when distributed by a
Fund.
WHEN-ISSUED SECURITIES
Each Fund may invest in new issues of tax-exempt securities offered on a
when-issued basis; that is, delivery and payment take place after the date of
the commitment to purchase, normally within 45 days. Both price and interest
rate are fixed at the time of commitment. The Funds do not earn interest on the
securities until settlement, and the market value of the securities may
fluctuate between purchase and settlement. Such securities can be sold before
settlement date.
Cash or high quality liquid debt securities equal to the amount of the
when-issued commitments are segregated at the Fund's custodian bank. The
segregated securities are valued at market, and daily adjustments are made to
keep the value of the cash and segregated securities at least equal to the
amount of such commitments by the Fund. On the settlement date, the Fund will
meet its obligations from then available cash, sale of segregated securities,
sale of other securities, or sale of the when-issued securities themselves.
MUNICIPAL LEASE OBLIGATIONS
Each Fund may invest in municipal lease obligations and certificates of
participation in such obligations (collectively, lease obligations). A lease
obligation does not constitute a general obligation of the municipality for
which the municipality's taxing power is pledged, although the lease obligation
is ordinarily backed by the municipality's covenant to budget for the payments
due under the lease obligation.
Certain lease obligations contain "non-appropriation" clauses which
provide that the municipality has no obligation to make lease obligation
payments in future years unless money is appropriated for such purpose on a
yearly basis. Although "non-appropriation" lease obligations are secured by the
leased property, disposition of the property in the event of foreclosure might
prove difficult. In evaluating a potential investment in such a lease
obligation, the Manager will consider: (1) the credit quality of the obligor,
(2) whether the underlying property is essential to a governmental function,
and (3) whether the lease obligation contains covenants prohibiting the obligor
from substituting similar property if the obligor fails to make appropriations
for the lease obligation.
TEMPORARY DEFENSIVE POLICY
Each Fund may on a temporary basis because of market, economic, political, or
other conditions, or other conditions invest up to 100% of its assets in
short-term securities whether or not they are exempt from federal income taxes.
Such taxable securities may consist of obligations of the U.S. Government, its
agencies or instrumentalities, and repurchase agreements secured by such
instruments; certificates of deposit of domestic banks having capital, surplus,
and undivided profits in excess of $100 million; banker's acceptances of
similar banks; commercial paper; and other corporate debt obligations.
OTHER POLICIES
Each Fund may lend its securities and engage in short sells against the box.
The Texas Tax-Free Income Fund may also invest in options, financial futures
contracts, and options on financial futures contracts. However, the Funds do
not intend to engage in any of these practices during the coming year without
first supplying further information in the Prospectus.
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INVESTMENT RESTRICTIONS
The following investment restrictions have been adopted by the Trust for each
Fund. These restrictions may not be changed for any given Fund without approval
by the lesser of (1) 67% or more of the voting securities present at a meeting
of the Fund if more than 50% of the outstanding voting securities of the Fund
are present or represented by proxy or (2) more than 50% of the Fund's
outstanding voting securities. The investment restrictions of one Fund may be
changed without affecting those of the other Fund.
Under the restrictions, neither Fund will:
(1) with respect to 75% of its total assets, purchase the securities of any
issuer (except Government Securities, as such term is defined in the 1940
Act) if, as a result, the Fund would own more than 10% of the outstanding
voting securities of such issuer or the Fund would have more than 5% of
the value of its total assets invested in the securities of such issuer;
for purposes of this limitation, identification of the "issuer" will be
based on a determination of the source of assets and revenues committed
to meeting interest and principal payments of each security; for purposes
of this limitation the State of Texas or other jurisdictions and each of
its separate political subdivisions, agencies, authorities and
instrumentalities shall be treated as a separate issuer;
(2) borrow money, except that a Fund may borrow money for temporary or
emergency purposes in an amount not exceeding 33 1/3% of its total assets
(including the amount borrowed) less liabilities (other than borrowings),
nor will either Fund purchase securities when its borrowings exceed 5% of
its total assets;
(3) purchase any securities which would cause 25% or more of the value of
that Fund's total assets at the time of such purchase to be invested in
securities the interest upon which is derived from revenues or projects
with similar characteristics, such as toll road revenue bonds, housing
revenue bonds, electric power project revenue bonds, or in industrial
revenue bonds which are based, directly or indirectly, on the credit of
private entities of any one industry; provided that the foregoing
limitation does not apply with respect to investments in U.S. Treasury
Bills, other obligations issued or guaranteed by the U.S. Government, its
agencies and instrumentalities, and, in the case of the Texas Tax-Free
Money Market Fund, certificates of deposit and banker's acceptances of
domestic banks;
(4) issue senior securities, except as permitted under the 1940 Act;
(5) underwrite securities of other issuers, except to the extent that it may
be deemed to act as a statutory underwriter in the distribution of any
restricted securities or not readily marketable securities;
(6) purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent investments
in securities secured by real estate or interests therein);
(7) lend any securities or make any loan if, as a result, more than 33 1/3%
of its total assets would be lent to other parties, except that this
limitation does not apply to purchases of debt securities or to
repurchase agreements; or
(8) purchase or sell commodities or commodities contracts except that the
Texas Tax-Free Income Fund may invest in financial futures contracts,
options thereon, and similar instruments.
ADDITIONAL RESTRICTION
The following restriction is not considered to be a fundamental policy of the
Funds. The Board of Trustees may change this additional restriction without
notice to or approval by the shareholders.
Neither Fund will:
(1) The Texas Tax-Free Income Fund may not invest more than 15% of the value
of its net assets and the Texas Tax-Free Money Market Fund may not invest
more than 10% of the value of its net assets in illiquid securities
(including repurchase agreements maturing in more than seven days).
SPECIAL RISK CONSIDERATIONS
The following only highlights some of the more significant financial trends and
budget information affecting the State of Texas, and is based solely upon
information drawn from official statements and prospectuses relating to various
securities offerings by the State of Texas, its agencies and instrumentalities,
as available on the date of this SAI. The Funds have made no attempt to verify
the accuracy or completeness of this information or the absence of material
adverse changes occurring subsequent to the date of such information. The
historical data and trends discussed in this section are not intended to be
exhaustive or to predict future events or trends. There can be no assurance
that past trends will continue or that there will be an absence of material
adverse changes subsequent to the date of this SAI.
LACK OF DIVERSIFICATION. Because the Texas Funds concentrate their
investments in a specific state, there are risks associated with investment in
the Funds which would not exist if the Funds' investments were more widely
diversified. These risks include the possible enactment of new legislation in
the State
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which could affect State and/or municipal obligations, economic factors which
could affect these obligations, and varying levels of supply and demand for
state and municipal obligations.
STATE DEBT. Except as specifically authorized, the Texas Constitution
generally prohibits the creation of debt by or on behalf of the State, with two
exceptions: (i) debt created to supply deficiencies in revenues which do not
total more than $200,000 at any time, and (ii) debt to repel invasion, suppress
insurrection, defend the State in war, or pay existing debt. In addition, the
Texas Constitution prohibits the Legislature from lending the credit of the
State to any person, including municipalities, or pledging the credit of the
State in any manner for the payment of the liabilities of any individual,
association of individuals, corporation or municipality. The limitations of the
Constitution do not prohibit the issuance of revenue bonds, however, since
Texas courts (like the courts of most states) have held that certain
obligations do not create a "debt" within the meaning of the Constitution. The
State of Texas and various State agencies have issued revenue bonds payable
from the revenues produced by various facilities or from lease payments
appropriated by the Legislature. Furthermore, obligations which are payable
from funds expected to be available during the current budget period do not
constitute "debt" within the meaning of the Constitution. Certain short term
obligations, like the Tax and Revenue Anticipation Notes issued by the Texas
Comptroller of Public Accounts, which mature within the biennial budget period
in which they are issued (discussed below in more detail), are not deemed to be
"debt" within the meaning of the Texas Constitution.
Voters in Texas have from time to time by constitutional amendment
authorized the issuance of general obligation indebtedness for which the full
faith, credit and taxing power of the State are pledged. In some cases, the
authorized indebtedness may not be issued without the approval of the
Legislature, but in other cases, the constitutional amendments are
self-operating and the debt may be issued without specific legislative action.
Various State agencies have the authority to issue general obligation
bonds. The Veterans' Land Board is authorized to issue general obligation bonds
to finance the purchase of land and housing by veterans. The Texas Water
Development Board (the "TWDB") is authorized to issue general obligation bonds
to make funds available to municipalities and certain other governmental units
for the conservation and development of water resources; the acquisition and
development of water storage facilities for the filtration, treatment and
transportation of water; water quality enhancement purposes; flood control
purposes; and water-efficient irrigation systems. Additionally, the TWDB is
authorized to incur unlimited contractual obligations to the United States for
the acquisition and development of water storage facilities in reservoirs
constructed by the United States. These obligations are declared by the
Constitution to be general obligations of the State. On November 4, 1997, Texas
voters decided to allow the TWDB to consolidate existing, specific general
obligation authority for separate purposes in order to more effectively meet
demand experienced for such purposes.
The Texas Agricultural Finance Authority (the "TAFA") is authorized to
issue general obligation bonds to provide financial assistance for the
expansion, development and diversification of production, processing and
marketing of Texas agricultural products. Additionally, the TAFA is authorized
to issue general obligation bonds for a farm and ranch land acquisition
program. The Texas Parks and Wildlife Department (the "TPWD") is authorized to
issue general obligation bonds to finance the acquisition and development of
State parks. The Texas Higher Education Coordinating Board is authorized to
issue general obligation bonds to finance student loans. The Texas National
Research Laboratory Commission (the "TNRLC") was authorized to issue general
obligation bonds to aid in the construction of the "superconducting super
collider" project. Given the decision by the U.S. Congress to terminate federal
funding for the super collider, the Legislature made provisions for the removal
of the remaining bond authority. Elimination of the remaining super collider
general obligation authority required voter approval, which was received in
November 1995. Additionally, the General Appropriations Act for the 1998-99
biennium includes provisions for the defeasance of all or a portion of the
outstanding general obligation bonds associated with the super collider
project.
The Texas Public Finance Authority (the "TPFA") is authorized to issue
general obligation bonds to finance the acquisition, construction and equipping
of new facilities, and major repair or renovation of existing facilities for
correction institutions and mental health and mental retardation institutions.
Effective January 1, 1992, TPFA is authorized to issue general obligation bonds
on behalf of the TNRLC and the TPWD. The Texas Department of Economic
Development, formerly the Texas Department of Commerce, is authorized to issue
general obligation bonds to provide loans to finance the commercialization of
new or improved products or processes developed in Texas and to stimulate the
development of small businesses in Texas. Certain public colleges and
universities are authorized to issue bonds payable from certain appropriations
required by the Constitution, without limitation as to principal amount, except
that the debt service on such bonds may not exceed 50 percent of the amount
appropriated each year.
Credit ratings on State debt are dependent upon several economic and
political factors, including the ability to continue to fund a substantial
portion of the debt service on general obligation debt from general fund
revenue in the annual State budget and the ability to maintain the amount of
authorized debt within the range of affordability.
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OUTSTANDING DEBT SUMMARY. Texas had a total of approximately $11.67
billion in State bonds outstanding on August 31, 1997, up from $11.34 billion
on August 31, 1996. This figure includes commercial paper and variable rate
notes; however, it does not include short-term debt issued for cash management
purposes (described below). Approximately $4.95 billion of Texas' total state
debt outstanding on August 31, 1997, carries the general obligation pledge of
the State. These bonds carry a constitutional pledge of the full faith and
credit of the State to pay off the bonds if program revenues are insufficient.
General obligation debt is the only legally binding debt of the State. The
issuance of general obligation bonds requires passage of a proposition by
two-thirds of both houses of the Texas Legislature and by a majority of Texas
voters. The remaining debt, non-general obligation debt, is dependent only on
the revenue stream of a particular program or an appropriation from the
Legislature. General obligation and non-general obligation bonds that depend on
general revenue for debt service are classified as "not self-supporting" for
purposes of this disclosure. Bonds that are not self-supporting depend solely
on the State's general revenue fund for debt service, drawing funds from the
same source used by the Legislature to finance the operation of state
government. "Not self-supporting" bonds outstanding totaled approximately $3
billion of total State bonds outstanding as of the end of August 1997. Debt
service on "self-supporting" bonds (both general obligation and non-general
obligation bonds) is paid from sources outside the State's general revenue fund
or outside State government entirely. Self-supporting bonds, therefore, do not
put direct pressure on State finances.
During fiscal 1997, State agencies and institutions of higher education
issued $1.03 billion in bonds, including $758.8 million in new money bonds (not
including commercial paper) and $269.4 million in refunding bonds. New money
bond issues raise additional funds and add to the State's outstanding debt,
while refunding bonds, generally, replace bonds issued previously. Texas State
agencies and institutions of higher education plan to issue approximately $2.2
billion in bonds and commercial paper during fiscal year 1998. Of this amount,
$676 million is anticipated to be not self-supporting. Approximately $1.9
billion will be issued to finance projects or programs and approximately $311
million will be issued to refund existing debt.
As of August 31, 1997, Texas had approximately $5.4 billion in authorized
but unissued bonds. Approximately $3.4 billion or 62 percent of these
authorized but unissued bonds would be State general obligation debt. About
$721 million or 3 percent of the total authorized but unissued bonds would
require the payment of debt service from general revenue. The remainder are
designed to be self-supporting through program revenues.
GENERAL OBLIGATION DEBT. Much of the outstanding bonded indebtedness of
the State is designed to be self-supporting, even though the full faith and
credit of the State is pledged for its payment. Revenues from land and housing
programs are expected to be sufficient to pay principal and interest on all
outstanding Veterans Land Board bonds. Almost all of the bonded indebtedness of
the TWDB is self-supporting to the extent that all funds provided from payments
on obligations of political subdivisions for water projects are applied to such
bonded indebtedness in an effort to avoid resorting to appropriated funds; such
revenues have been sufficient to pay the principal and interest on such bonds
since fiscal year 1980. The remaining portion of the TWDB's debt is for the
Economically Distressed Areas Program. These bonds do not depend totally on the
State's general revenue for debt service; however, up to approximately 90
percent of the bonds issued may be used for grants. Revenues from student loans
are pledged to pay the principal and interest on the outstanding bonds of the
Texas Higher Education Coordinating Board. Revenues from park entrance fees and
sporting goods sales tax have been sufficient to pay principal and interest on
the outstanding bonds of the TPWD.
The general obligation bonds that have been issued by the TPFA, other than
TPWD bonds, are not self-supporting. All debt service on these bonds is paid
from the State's general revenue fund. The higher education constitutional
bonds are not explicitly a general obligation or full faith and credit bond,
but the revenue pledge has the same effect. Debt service is paid from an annual
constitutional appropriation to qualified institutions of higher education from
the first monies coming into the State treasury that are not otherwise
dedicated by the Constitution.
STATE REVENUE BONDS. The TPFA and the Military Facilities Commission (the
"MFC"), formerly known as the National Guard Armory Board, have authority to
issue State-backed lease revenue bonds. Such obligations do not constitute
"debt" within the meaning of the Constitution, even though they are payable
from rental payments appropriated and made by the State under leases covering
the facilities financed with the proceeds of the obligations. The MFC is
authorized to issue bonds, payable solely from rents received with respect to
buildings constructed by it and leased to the National Guard without limitation
as to amount. Effective January 1, 1992, the TPFA issues bonds on behalf of the
MFC.
The TNRLC had the authority to issue State-backed lease revenue bonds,
however, on June 1, 1995, all of these outstanding bonds issued to provide
funding for the super collider project were defeased or redeemed. As of
September 1, 1995, the Texas Legislature rescinded the TNRLC's remaining
revenue bond authority.
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The TPFA is authorized to issue both lease-revenue bonds to finance the
construction, acquisition or renovation of State office buildings and equipment
revenue bonds to finance the acquisition of equipment. For the lease-revenue
bonds, the authorized amount of debt is equal to 1.5 times the estimated cost
of projects that have been approved by the Legislature. Effective September 1,
1997, TPFA is also authorized to issue park development revenue bonds on behalf
of the TPWD.
In addition to the foregoing revenue obligations issued by State entities,
additional State programs may be financed with revenue bonds or similar
obligations payable from revenues generated by the specific authorized
programs, and not from the general revenues of the State or its taxing power.
Among the State entities authorized to issue such revenue bonds are the Texas
Water Development Board, the Texas Water Resources Finance Authority, the Texas
Agricultural Finance Authority, the State Comptroller on behalf of the Texas
School Facilities Finance Program, the Texas Department of Housing and
Community Affairs, the Texas Department of Economic Development, the Texas
Turnpike Authority, the Texas Veteran's Land Board, the Texas Public Finance
Authority, the Texas Low-Level Radioactive Waste Disposal Authority and Texas
colleges and universities. Effective September 1, 1997, the Texas Department of
Transportation received authority to issue revenue bonds. Additionally, as of
September 1, 1997, the name of the Texas Department of Commerce was changed to
the Texas Department of Economic Development. The outstanding debt and assets
of the Texas Turnpike Authority were transferred to a newly created regional
tollway authority, the North Texas Tollway Authority, effective September 1,
1997.
RECENT DEVELOPMENTS AFFECTING STATE DEBT. Texas Revised Civil Statutes
Article 717k-7(8) prohibits the Legislature from authorizing additional State
debt payable from general revenues, including authorized but unissued bonds and
lease purchase contracts in excess of $250,000, if the resulting annual debt
service exceeds five percent of an amount equal to the average amount of
general revenue for the three immediately preceding years, excluding revenues
constitutionally dedicated for purposes other than payment of debt service.
Pursuant to HJR 59, passed by the 75th Legislature, Proposition 11 proposed a
constitutional amendment to add the provisions of Article 717k-7(8) to the
Constitution. On November 4, 1997 Proposition 11 was passed.
Although not specifically a debt issue, pursuant to HJR 8, passed by the
75th Legislature, Proposition 13 was submitted to Texas voters and passed on
November 4, 1997. Proposition 13 proposed a constitutional amendment to extend
the State's full faith and credit to the Texas Tomorrow Fund and established
the Fund as a constitutionally protected fund. The Texas Tomorrow Fund is
dedicated to the prepayment of higher education tuition and fees.
SHORT TERM BORROWING. By statute, the Texas Comptroller of Public Accounts
is authorized to make interfund transfers of surplus cash, excluding
constitutionally dedicated revenues, between funds in the Treasury in order to
avoid temporary cash deficiencies in the General Revenue Fund. This procedure
effectively allows the Comptroller of Public Accounts to borrow against cash
balances held in special funds to finance deficiencies in the General Revenue
Fund caused by timing differences between cash receipts and cash expenditures.
During fiscal 1997 approximately $2.9 billion in Tax and Revenue Anticipation
Notes were issued by the Comptroller. The Comptroller is authorized to issue
Tax and Revenue Anticipation Notes ("Notes") on behalf of the State under
legislation which became effective in October 1986. Under the terms of the
legislation, Notes may be issued solely to coordinate the State's cash flow
within a fiscal year and must mature and be paid in full during the biennium in
which the Notes are issued. Interfund borrowing was not used in fiscal years
1996 and 1997 due to the consolidation of numerous funds into the General
Revenue Fund on August 31, 1993. The total amount of Notes issued and interfund
borrowing may not exceed 25 percent of the taxes and revenues to be credited to
the State's General Revenue Fund for the fiscal year as forecasted by the
Comptroller.
Several State agencies and institutions of higher education (The
University of Texas and Texas A&M University) use commercial paper and variable
rate notes to provide financing for equipment, interim construction, and loans.
In fiscal 1997, these entities issued $333 million in commercial paper to fund
their respective activities.
SOURCES OF REVENUE. As a result of the State's expansion in Medicaid
spending and other Health and Human Services programs requiring federal
matching revenues, federal receipts were the State's leading source of income
in fiscal 1997. Sales tax, which had been the main source of revenue for the
previous twelve years prior to fiscal 1993, was second. Licenses, fees, fines
and penalties were the third largest revenue source to the State in fiscal
1997. Motor fuels taxes and motor vehicle sales/rental taxes were the State's
fourth and fifth largest revenue sources. The remainder of the State's revenues
are derived primarily from interest and investment income, lottery proceeds,
cigarette and tobacco, franchise, oil and gas severance and other taxes. The
State has no personal or corporate income tax, although the State does impose a
corporate franchise tax based on the amount of a corporation's capital and
"earned surplus," which includes corporate net income and officers' and
directors' compensation.
POTENTIAL FOR REDUCTION OF STATE REVENUES AND DEBT SERVICE. There can be
no assurance that the State will not face budget gaps, decreases in revenues or
deficits in future years resulting from a disparity
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between tax or other revenues projected and the spending required to maintain
State programs and debt service at current levels. Furthermore, the State is a
party to numerous lawsuits in which an adverse decision could require
extraordinary and unbudgeted expenditures. These or other events could result
in the State's inability to pay debt as it becomes due which could also affect
negatively the value of your investment in the Texas Funds. Notwithstanding the
foregoing, the State of Texas finished fiscal 1997 with a $2.7 billion positive
cash balance in the General Revenue Fund. This was the tenth consecutive year
that Texas has ended a fiscal year with a positive balance in the General
Revenue Fund.
LIMITATIONS ON TAXING POWER. The Constitution prohibits the State of Texas
from levying ad valorem taxes on property for general revenue purposes. The
Constitution also limits the rate of growth of appropriations from tax revenues
not dedicated by the Constitution during any biennium to the estimated rate of
growth for the State's economy. The Legislature may avoid the constitutional
limitations if it finds, by a majority vote of both houses, that an emergency
exists. The Constitution authorizes the Legislature to provide by law for the
implementation of this restriction, and the Legislature, pursuant to such
authorization, has defined the estimated rate of growth in the State's economy
to mean the estimated increase in personal income.
APPROPRIATIONS AND BUDGETING. The Texas Constitution requires an
appropriation for any funds to be drawn out of the Treasury. Certain
appropriations are made by the Constitution and do not require further
legislative action, although the Legislature frequently makes a parallel
appropriation. All other appropriations must be made through a bill passed by
the Legislature and approved by the Governor or passed by the Legislature over
the Governor's veto. Legislative appropriations are limited by the Constitution
to a period of two years. Article III, Section 49a of the Texas Constitution,
the so-called "pay-as-you-go" provision, provides that an appropriation from
any fund other than the General Revenue Fund is not valid if it exceeds the
amount of cash and estimated revenues of the fund from which such appropriation
is to be paid. No appropriations that are passed by the Legislature may be sent
to the Governor for consideration until the Comptroller of Public Accounts has
certified that the amounts appropriated are within the amounts estimated to be
available in the affected funds.
The Governor is authorized by statute to make findings of any fact
specified by the Legislature in any appropriations bill as a contingency to the
expenditure of funds. Accordingly, the Governor has some minimal discretion to
prevent the expenditure of funds, exercisable in situations in which an
appropriation made by the Legislature is conditioned upon the occurrence of a
given event or the existence of a given fact.
The Legislature has provided a means of dealing with fiscal emergencies
under which the Governor is empowered to authorize expenditures from a general
appropriation made by the Legislature specifically for emergencies. The
Legislature is not obligated to appropriate any amount for such purpose, but
customarily does so. The Governor may not authorize the expenditure of the
emergency funds unless a certification is made to the Comptroller of Public
Accounts that an emergency and imperative public necessity requiring the use of
such funds exists and the Comptroller of Public Accounts determines that no
other funds are available for such purpose. Any expenditure so authorized by
the Governor may only be used in those instances in which no other funds are
available for purposes specifically appropriated by the Legislature due to
exhaustion of appropriations.
The Legislature, in the second called session held during the Summer of
1987, enacted a budget execution law which gave the Governor, subject to the
review of the Legislative Budget Board, the ability to make changes in
legislative appropriations during periods when the Legislature is not in
session. The statute was amended in 1991, giving both the Governor and the
Legislative Budget Board the authority to make proposals that require a State
agency be prohibited from spending an appropriation, which require that an
agency be obligated to expend an appropriation, or which affect the manner in
which part or all of an appropriation made by the Legislature to an agency may
be distributed or redistributed. In addition, the Governor or the Legislative
Budget Board, upon making a determination that an emergency exists, may propose
that an appropriation made to a State agency be transferred to another agency,
that an appropriation be retained by the agency but used for a different
purpose or that the time when an appropriation is made available to a State
agency be changed. Funds which are dedicated by the Constitution may be
withheld upon the Governor's or the Legislative Budget Board's proposal, but
may not be transferred to other State agencies, except to an agency which is
entitled to receive appropriations from those funds under the terms of the
Constitution. Federal funds appropriated by the Texas Legislature may be
transferred only as permitted by federal law. The Governor's or the Legislative
Budget Board's use of the budget execution law is subject to publication and,
in certain instances, public hearing requirements. In addition, before the
Governor's proposal may be executed, it must be ratified by action of the
Legislative Budget Board, or if proposed by the Board, the proposal must be
ratified by the Governor.
Except under the circumstances set forth above, appropriations or
adjustments of appropriations may currently be authorized only by the
Legislature.
PUBLIC SCHOOL FINANCE. In 1984, a group of property-poor school districts
and the Mexican-American Legal Defense and Education Fund filed EDGEWOOD V.
BYNUM (later Kirby) against the school finance
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system, challenging the State's school finance system as unconstitutional. In
April 1987 State District Judge Harley Clark ruled in favor of the 67
property-poor districts finding the State's public school funding system
unconstitutional. Two subsequent school finance plans were drafted by the Texas
Legislature in June 1990 and April 1991, but each was declared
unconstitutional. In late May 1993, Texas legislators passed Senate Bill 7,
which directed the State's 98 wealthiest school districts to choose from among
five alternatives for sharing their overall property wealth with other, poorer
districts. Judge McCown ordered that the plan be implemented during the 1993-94
school year and, on December 10, 1993, upheld the constitutionality of SB 7. On
May 25, 1994, representatives from property-rich and property-poor districts
appealed the case to the Texas Supreme Court.
The Texas Supreme Court issued its opinion on January 30, 1995. The court
upheld all provisions of SB 7 and overturned the lower court's mandate to
provide additional funding for school facilities in property-poor districts.
The court ruled that convincing evidence of an inability to provide facilities
had not been presented, but that the absence of a separate funding source for
facilities could cause the court to declare the entire finance system
unconstitutional. The court also cautioned of the appearance of a
constitutionally-prohibited State ad valorem tax if all districts were forced
to tax at the capped value to maintain standards.
RETIREMENT SYSTEMS. The State of Texas operates three defined-benefit
retirement systems: the Teacher Retirement System of Texas ("TRST"), the
Employee's Retirement System of Texas ("ERST") and the Judicial Retirement
System of Texas ("JRST"). In addition, State employees, except those
compensated on a fee basis, are covered under the federal Social Security
system. Political subdivisions of the State may voluntarily provide for
coverage of their employees under the State's agreement with the federal Social
Security Administration.
TRST and ERST are maintained on an actuarial basis. As of August 31, 1997,
the unfunded actuarial liability of TRST was approximately $145.8 million and
the overfunded actuarial liability of ERST was approximately $399 million. The
period required to amortize the unfunded actuarial liability of TRST, given
then-current contribution rates, benefits and investment assumptions, was
estimated to be .6 years. The TRST fair value of investments, as of August 31,
1997, was $61.5 billion. The ERST fair value of pooled investments as of August
31, 1997, was $15.2 billion. Prior to 1985, JRST was maintained on a
pay-as-you-go basis. However, legislation enacted in 1985 divided JRST into two
plans by changing the name of the existing plan and establishing a second,
separate plan. The new plan, known as Judicial Retirement System of Texas Plan
Two, is maintained on an actuarially sound basis and covers individuals who
became judicial officers after August 31, 1985. The unfunded actuarial
liability of JRST Plan Two as of August 31, 1997, the most recent valuation
date, was $4 million. The old plan, known as the Judicial Retirement System of
Texas Plan One, is maintained on a pay-as-you-go basis and covers judicial
officers who are active on August 31, 1985, or had retired on or before that
date.
Contributions to the retirement systems are made by both the State and
covered employees. The Texas Constitution mandates a State contribution rate of
not less than 6 percent or more than 10 percent of payroll for the ERST and
TRST; member contributions may not be less than 6 percent of payroll. The
Legislature, however, may appropriate additional funds as are actuarially
determined to be needed to fund benefits authorized by law.
For the 1996-97 biennium, the Texas Legislature set the State's
contribution rates to the retirement systems at the following rates: ERST and
TRST at 6 percent of payroll, and JRST Plan Two at 16.54 percent of payroll.
Member contribution rates are 6 percent for ERST and JRST Plan Two and 6.4
percent for TRST.
As part of the 1985 changes in the State's retirement systems, the
Legislature prohibited the implementation of changes in the ERST and TRST
systems that would cause the period required to amortize the unfunded actuarial
liability of either plan to exceed thirty-one years. Prior to the adoption of
these measures, the State had no official limit on the amortization period for
unfunded actuarial liability, although the management of both ERST and TRST had
adopted an informal policy of limiting the period to thirty years.
The State's retirement systems were created and are operated pursuant to
statutes enacted by the Legislature. The Legislature has the authority to
modify these statutes and, accordingly, contribution rates, benefits, benefit
levels and such other aspects of each system as it deems appropriate, including
the provisions limiting changes that increase the amortization period for
unfunded actuarial liability of any plan. The State's retirement systems are
not subject to the funding and vesting requirements of the Employee Retirement
Income Security Act of 1974, as amended, although Congress has from time to
time considered legislation that would regulate pension funds of public bodies.
PORTFOLIO TRANSACTIONS
The Manager, pursuant to the Advisory Agreement dated June 25, 1993, and
subject to the general control of the Trust's Board of Trustees, places all
orders for the purchase and sale of Fund securities. Purchases of Fund
securities are made either directly from the issuer or from dealers who deal in
tax-exempt
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securities. The Manager may sell Fund securities prior to maturity if
circumstances warrant and if it believes such disposition is advisable. In
connection with portfolio transactions for the Trust, the Manager seeks to
obtain the best available net price and most favorable execution for its
orders. The Manager has no agreement or commitment to place transactions with
any broker-dealer and no regular formula is used to allocate orders to any
broker-dealer. However, the Manager may place security orders with brokers or
dealers who furnish research or other services to the Manager as long as there
is no sacrifice in obtaining the best overall terms available. Payment for such
services would be generated only through purchase of new issue fixed income
securities.
Such research and other services may include, for example: advice
concerning the value of securities, the advisability of investing in,
purchasing, or selling securities, and the availability of securities or the
purchasers or sellers of securities; analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy, and
performance of accounts; and various functions incidental to effecting
securities transactions, such as clearance and settlement. The Manager
continuously reviews the performance of the broker-dealers with whom it places
orders for transactions. The receipt of research from broker-dealers that
execute transactions on behalf of the Trust may be useful to the Manager in
rendering investment management services to other clients (including affiliates
of the Manager), and conversely, such research provided by broker-dealers who
have executed transaction orders on behalf of other clients may be useful to
the Manager in carrying out its obligations to the Trust. While such research
is available to and may be used by the Manager in providing investment advice
to all its clients (including affiliates of the Manager), not all of such
research may be used by the Manager for the benefit of the Trust. Such research
and services will be in addition to and not in lieu of research and services
provided by the Manager, and the expenses of the Manager will not necessarily
be reduced by the receipt of such supplemental research. See THE TRUST'S
MANAGER.
On occasions when the Manager deems the purchase or sale of a security to
be in the best interest of the Trust, as well as the Manager's other clients,
the Manager, to the extent permitted by applicable laws and regulations, may
aggregate such securities to be sold or purchased for the Trust with those to
be sold or purchased for other customers in order to obtain best execution and
lower brokerage commissions, if any. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Manager in the manner it considers to be most
equitable and consistent with its fiduciary obligations to all such customers,
including the Trust. In some instances, this procedure may impact the price and
size of the position obtainable for the Trust.
The tax-exempt security market is typically a "dealer" market in which
investment dealers buy and sell bonds for their own accounts, rather than for
customers, and although the price may reflect a dealer's mark-up or mark-down,
the Trust pays no brokerage commissions as such. In addition, some securities
may be purchased directly from issuers.
PORTFOLIO TURNOVER RATE
The portfolio turnover rate is computed by dividing the dollar amount of
securities purchased or sold (whichever is smaller) by the average value of
securities owned during the year.
The rate of portfolio turnover will not be a limiting factor when the
Manager deems changes in the Texas Tax-Free Income Fund's portfolio appropriate
in view of its investment objective. For example, securities may be sold in
anticipation of a rise in interest rates (market decline) or purchased in
anticipation of a decline in interest rates (market rise) and later sold. In
addition, a security may be sold and another security of comparable quality may
be purchased at approximately the same time in order to take advantage of what
the Fund believes to be a temporary disparity in the normal yield relationship
between the two securities. These yield disparities may occur for reasons not
directly related to the investment quality of particular issues or the general
movement of interest rates, such as changes in the overall demand for or supply
of various types of tax-exempt securities.
For the last two fiscal years the Texas Tax-Free Income Fund's portfolio
turnover rates were as follows:
1997 . . . . .86.17% 1998 . . . . . 56.29%
Portfolio turnover rates have been calculated excluding short-term
variable rate securities, which are those with put date intervals of less than
one year.
DESCRIPTION OF SHARES
The Funds are series of the Trust and are diversified. The Trust is an open-end
management investment company established as a business trust under the laws of
the State of Delaware pursuant to a Master Trust Agreement dated June 21, 1993.
The Trust is authorized to issue shares of beneficial interest in separate
portfolios. Four such portfolios have been established, two of which are
described in this SAI. Under the Master Trust Agreement, the Board of Trustees
is authorized to create new portfolios in addition to those already existing
without shareholder approval.
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Each Fund's assets and all income, earnings, profits, and proceeds
thereof, subject only to the rights of creditors, are specifically allocated to
such Fund. They constitute the underlying assets of each Fund, are required to
be segregated on the books of account, and are to be charged with the expenses
of such Fund. Any general expenses of the Trust not readily identifiable as
belonging to a particular Fund are allocated on the basis of the Funds'
relative net assets during the fiscal year or in such other manner as the Board
determines to be fair and equitable. Each share of each Fund represents an
equal proportionate interest in that Fund with every other share and is
entitled to dividends and distributions out of the net income and capital gains
belonging to that Fund when declared by the Board.
Under the Trust's Master Trust Agreement, no annual or regular meeting of
shareholders is required. Thus, there will ordinarily be no shareholder meeting
unless otherwise required by the 1940 Act. Under certain circumstances,
however, shareholders may apply to the Trustees for shareholder information in
order to obtain signatures to request a shareholder meeting. The Trust may fill
vacancies on the Board or appoint new Trustees if the result is that at least
two-thirds of the Trustees have still been elected by shareholders. Moreover,
pursuant to the Master Trust Agreement, any Trustee may be removed by the vote
of two-thirds of the outstanding Trust shares and holders of 10% or more of the
outstanding shares of the Trust can require Trustees to call a meeting of
shareholders for the purpose of voting on the removal of one or more Trustees.
The Trust will assist in communicating to other shareholders about the meeting.
On any matter submitted to the shareholders, the holder of each Fund share is
entitled to one vote per share (with proportionate voting for fractional
shares) regardless of the relative net asset values of the Funds' shares.
However, on matters affecting an individual Fund, a separate vote of the
shareholders of that Fund is required. Shareholders of a Fund are not entitled
to vote on any matter which does not affect that Fund but which requires a
separate vote of another Fund. Shares do not have cumulative voting rights,
which means that holders of more than 50% of the shares voting for the election
of Trustees can elect 100% of the Trust's Board of Trustees, and the holders of
less than 50% of the shares voting for the election of Trustees will not be
able to elect any person as a Trustee.
Shareholders of a particular Fund might have the power to elect all of the
Trustees of the Trust because that Fund has a majority of the total outstanding
shares of the Trust. When issued, each Fund's shares are fully paid and
nonassessable, have no pre-emptive or subscription rights, and are fully
transferable. There are no conversion rights.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
TAXATION OF THE FUNDS
Each Fund intends to qualify as a regulated investment company under Subchapter
M of the Internal Revenue Code of 1986, as amended (the Code). Accordingly,
each Fund will not be liable for federal income taxes on its taxable net
investment income and net capital gains (capital gains in excess of capital
losses) that are distributed to shareholders, provided that each Fund
distributes at least 90% of its net investment income and net short-term
capital gain for the taxable year.
To qualify as a regulated investment company, a Fund must, among other
things, (1) derive in each taxable year at least 90% of its gross income from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of stock, securities or foreign currencies, or other
income derived with respect to its business of investing in such stock,
securities or currencies (the 90% test) and (2) satisfy certain diversification
requirements at the close of each quarter of the Fund's taxable year.
Furthermore, to pay tax-exempt interest income dividends, at least 50% of the
value of each Fund's total assets at the close of each quarter of its taxable
year must consist of obligations the interest of which is exempt from federal
income tax. Each Fund intends to satisfy this requirement.
The Code imposes a nondeductible 4% excise tax on a regulated investment
company that fails to distribute during each calendar year an amount at least
equal to the sum of (1) 98% of its taxable net investment income for the
calendar year, (2) 98% of its capital gain net income for the twelve-month
period ending on October 31, and (3) any prior amounts not distributed. Each
Fund intends to make such distributions as are necessary to avoid imposition of
this excise tax.
For federal income tax purposes, debt securities purchased by the Funds
may be treated as having original issue discount. Original issue discount
represents interest income for federal income tax purposes and can generally be
defined as the excess of the stated redemption price at maturity of a debt
obligation over the issue price. Original issue discount is treated for federal
income tax purposes as earned by the Funds, whether or not any income is
actually received, and therefore is subject to the distribution requirements of
the Code. However, original issue discount with respect to tax-exempt
obligations generally will be excluded from the Funds' taxable income, although
such discount will be included in gross income for purposes of the 90% test
described previously. Original issue discount with respect to tax-exempt
securities is accrued and added to the adjusted tax basis of such securities
for purposes of
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determining gain or loss upon sale or at maturity. Generally, the amount of
original issue discount is determined on the basis of a constant yield to
maturity which takes into account the compounding of accrued interest. An
investment in a stripped bond or stripped coupon will result in original issue
discount.
Debt securities may be purchased by the Funds at a market discount. Market
discount occurs when a security is purchased at a price less than the original
issue price adjusted for accrued original issue discount, if any. The Funds
intend to defer recognition of accrued market discount until maturity or other
disposition of the bond. For securities purchased at a market discount, the
gain realized on disposition will be treated as taxable ordinary income to the
extent it does not exceed accrued market discount on the bond.
The Funds may also purchase debt securities at a premium, i.e., at a
purchase price in excess of face amount. With respect to tax-exempt securities,
the premium must be amortized to the maturity date but no deduction is allowed
for the premium amortization. The amortized bond premium will reduce the Funds'
adjusted tax basis in the securities. For taxable securities, the premium may
be amortized if the Funds so elect. The amortized premium on taxable securities
is first offset against interest received on the securities and then allowed as
a deduction, and, for securities issued after September 27, 1985, must be
amortized under an economic accrual method.
TAXATION OF THE SHAREHOLDERS
Taxable distributions are generally included in a shareholder's gross income
for the taxable year in which they are received. Dividends declared in October,
November, or December and made payable to shareholders of record in such a
month will be deemed to have been received on December 31, if a Fund pays the
dividend during the following January. It is expected that none of the Funds'
distributions will qualify for the corporate dividends-received deduction.
To the extent that a Fund's dividends distributed to shareholders are
derived from interest income exempt from federal income tax and are designated
as "exempt-interest dividends" by a Fund, they will be excludable from a
shareholder's gross income for federal income tax purposes. Shareholders who
are recipients of Social Security benefits should be aware that exempt-interest
dividends received from a Fund are includible in their "modified adjusted gross
income" for purposes of determining the amount of such Social Security
benefits, if any, that are required to be included in their gross income.
A shareholder of the Texas Tax-Free Income Fund should be aware that a
redemption of shares (including any exchange into another USAA Fund) is a
taxable event and, accordingly, a capital gain or loss may be recognized. If a
shareholder receives an exempt-interest dividend with respect to any share and
such share has been held for six months or less, any loss on the redemption or
exchange will be disallowed to the extent of such exempt-interest dividend.
Similarly, if a shareholder of the Fund receives a distribution taxable as
long-term capital gain with respect to shares of the Fund and redeems or
exchanges shares before he has held them for more than six months, any loss on
the redemption or exchange (not otherwise disallowed as attributable to an
exempt-interest dividend) will be treated as long-term capital loss.
The Funds may invest in private activity bonds. Interest on certain
private activity bonds issued after August 7, 1986, is an item of tax
preference for purposes of the federal alternative minimum tax (AMT), although
the interest continues to be excludable from gross income for other purposes.
AMT is a supplemental tax designed to ensure that taxpayers pay at least a
minimum amount of tax on their income, even if they make substantial use of
certain tax deductions and exclusions (referred to as tax preference items).
Interest from private activity bonds is one of the tax preference items that is
added to income from other sources for the purposes of determining whether a
taxpayer is subject to the AMT and the amount of any tax to be paid. For
corporate investors, alternative minimum taxable income is increased by 75% of
the amount by which adjusted current earnings (ACE) exceeds alternative minimum
taxable income before the ACE adjustment. For corporate taxpayers, all
tax-exempt interest is considered in calculating the AMT as part of the ACE.
Prospective investors should consult their own tax advisers with respect to the
possible application of the AMT to their tax situation.
Opinions relating to the validity of tax-exempt securities and the
exemption of interest thereon from federal income tax are rendered by
recognized bond counsel to the issuers. Neither the Manager's nor the Funds'
counsel makes any review of the basis of such opinions.
TRUSTEES AND OFFICERS OF THE TRUST
The Board of Trustees of the Trust consists of seven Trustees who supervise the
business affairs of the Trust. Set forth below are the Trustees and officers of
the Trust, and their respective offices and principal occupations during the
last five years. Unless otherwise indicated, the business address of each is
9800 Fredericksburg Road, San Antonio, TX 78288.
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Robert G. Davis 1, 2
Trustee and Chairman of the Board of Trustees
Age: 51
President, Chief Executive Officer, Director, and Vice Chairman of the Board of
Directors of USAA Capital Corporation and several of its subsidiaries and
affiliates (1/97-present); President, Chief Executive Officer, Director, and
Chairman of the Board of Directors of USAA Financial Planning Network, Inc.
(1/97-present); Executive Vice President, Chief Operating Officer, Director,
and Vice Chairman of the Board of Directors of USAA Financial Planning Network,
Inc. (9/96-1/97); Special Assistant to Chairman, United Services Automobile
Association (USAA) (6/96-12/96); President and Chief Executive Officer, Banc
One Credit Corporation (12/95-6/96); and President and Chief Executive Officer,
Banc One Columbus, (8/91-12/95). Mr. Davis serves as a Trustee/Director and
Chairman of the Boards of Trustees/Directors of each of the remaining funds
within the USAA Family of Funds; Director and Chairman of the Boards of
Directors of USAA Investment Management Company (IMCO), USAA Shareholder
Account Services, USAA Federal Savings Bank, and USAA Real Estate Company.
Michael J.C. Roth 1, 2
Trustee, President, and Vice Chairman of the Board of Trustees
Age: 56
Chief Executive Officer, IMCO (10/93-present); President, Director, and Vice
Chairman of the Board of Directors, IMCO (1/90-present). Mr. Roth serves as
President, Trustee/Director, and Vice Chairman of the Boards of
Trustees/Directors of each of the remaining funds within the USAA Family of
Funds and USAA Shareholder Account Services; Director of USAA Life Insurance
Company; and Trustee and Vice Chairman of USAA Life Investment Trust.
John W. Saunders, Jr. 1, 2, 4
Trustee and Vice President
Age: 63
Senior Vice President, Fixed Income Investments, IMCO (10/85-present). Mr.
Saunders serves as a Trustee/Director of each of the remaining funds within the
USAA Family of Funds; Director of IMCO; Senior Vice President of USAA
Shareholder Account Services; and as Vice President of USAA Life Investment
Trust.
Barbara B. Dreeben 3, 4, 5
200 Patterson #1008
San Antonio, TX 78209
Trustee
Age: 53
President, Postal Addvantage (7/92-present); Consultant, Nancy Harkins
Stationer (8/91-12/95). Mrs. Dreeben serves as a Trustee/Director of each of
the remaining funds within the USAA Family of Funds.
Howard L. Freeman, Jr. 2, 3, 4, 5
2710 Hopeton
San Antonio, TX 78230
Trustee
Age: 63
Retired. Assistant General Manager for Finance, San Antonio City Public Service
Board (1976-1996). Mr. Freeman serves as a Trustee/Director of each of the
remaining funds within the USAA Family of Funds.
Robert L. Mason, Ph.D. 3, 4, 5
12823 Queens Forest
San Antonio, TX 78230
Trustee
Age: 52
Manager, Statistical Analysis Section, Southwest Research Institute
(8/75-present). Dr. Mason serves as a Trustee/Director of each of the remaining
funds within the USAA Family of Funds.
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Richard A. Zucker 3, 4, 5
407 Arch Bluff
San Antonio, TX 78216
Trustee
Age: 55
Vice President, Beldon Roofing and Remodeling (1985-present). Mr. Zucker serves
as a Trustee/Director of each of the remaining funds within the USAA Family of
Funds.
Michael D. Wagner 1
Secretary
Age: 50
Vice President, Corporate Counsel, USAA (1982-present). Mr. Wagner has held
various positions in the legal department of USAA since 1970 and serves as Vice
President, Secretary, and Counsel, IMCO and USAA Shareholder Account Services;
Secretary of each of the remaining funds within the USAA Family of Funds; and
Vice President, Corporate Counsel, for various other USAA subsidiaries and
affiliates.
Alex M. Ciccone 1
Assistant Secretary
Age: 48
Vice President, Compliance, IMCO (12/94-present); Vice President and Chief
Operating Officer, Commonwealth Shareholder Services (6/94-11/94); and Vice
President, Compliance, IMCO (12/91-5/94). Mr. Ciccone serves as Assistant
Secretary of each of the remaining funds within the USAA Family of Funds.
Mark S. Howard 1
Assistant Secretary
Age: 34
Assistant Vice President, Securities Counsel, USAA (2/98-present); Executive
Director, Securities Counsel, USAA (9/96-2/98); Senior Associate Counsel,
Securities Counsel, USAA (5/95-8/96); Attorney, Kirkpatrick & Lockhart LLP
(9/90-4/95). Mr. Howard serves as Assistant Secretary of each of the remaining
funds in the USAA Family of Funds; and Assistant Vice President, Securities
Counsel for various other USAA subsidiaries and affiliates.
Sherron A. Kirk 1
Treasurer
Age: 53
Vice President, Controller, IMCO (10/92-present). Mrs. Kirk serves as Treasurer
of each of the remaining funds within the USAA Family of Funds; and Vice
President, Controller of USAA Shareholder Account Services.
Caryl Swann 1
Assistant Treasurer
Age: 50
Director, Mutual Fund Portfolio Analysis & Support, IMCO (2/98-present);
Manager, Mutual Fund Accounting, IMCO (7/92-2/98). Ms. Swann serves as
Assistant Treasurer for each of the remaining funds within the USAA Family of
Funds.
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1 Indicates those Trustees and officers who are employees of the Manager or
affiliated companies and are considered "interested persons" under the 1940
Act.
2 Member of Executive Committee
3 Member of Audit Committee
4 Member of Pricing and Investment Committee
5 Member of Corporate Governance Committee
Between the meetings of the Board of Trustees and while the Board is not
in session, the Executive Committee of the Board of Trustees has all the powers
and may exercise all the duties of the Board of Trustees in the management of
the business of the Trust which may be delegated to it by the Board. The
Pricing and Investment Committee of the Board of Trustees acts upon various
investment-related issues and other matters which have been delegated to it by
the Board. The Audit Committee of the Board of Trustees reviews the financial
statements and the auditor's reports and undertakes certain studies and
analyses as directed by the Board. The Corporate Governance Committee of the
Board
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of Trustees maintains oversight of the organization, performance, and
effectiveness of the Board and independent Trustees.
In addition to the previously listed Trustees and/or officers of the Trust
who also serve as Directors and/or officers of the Manager, the following
individuals are Directors and/or executive officers of the Manager: Harry W.
Miller, Senior Vice President, Investments (Equity); Carl W. Shirley, Senior
Vice President, Insurance Company Portfolios; and John J. Dallahan, Senior Vice
President, Investment Services. There are no family relationships among the
Trustees, officers and managerial level employees of the Trust, or its Manager.
The following table sets forth information describing the compensation of
the current Trustees of the Trust for their services as Trustees for the fiscal
year ended March 31, 1998.
NAME AGGREGATE TOTAL COMPENSATION
OF COMPENSATION FROM THE USAA
TRUSTEE FROM THE TRUST FAMILY OF FUNDS (B)
------- -------------- -------------------
Robert G. Davis None (a) None (a)
Barbara B. Dreeben $5,812 $29,500
Howard L. Freeman, Jr. $5,812 $29,500
Robert L. Mason $5,812 $29,500
Michael J.C. Roth None (a) None (a)
John W. Saunders, Jr. None (a) None (a)
Richard A. Zucker $5,812 $29,500
- -------------------
(a) Robert G. Davis, Michael J.C. Roth, and John W. Saunders, Jr. are
affiliated with the Trust's investment adviser, IMCO, and, accordingly,
receive no remuneration from the Trust or any other Fund of the USAA
Family of Funds.
(b) At March 31, 1998, the USAA Family of Funds consisted of four registered
investment companies offering 35 individual funds. Each Trustee presently
serves as a Trustee or Director of each investment company in the USAA
Family of Funds. In addition, Michael J.C. Roth presently serves as a
Trustee of USAA Life Investment Trust, a registered investment company
advised by IMCO, consisting of seven 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.
All of the above Trustees are also Trustees/Directors of the other funds
within the USAA Family of Funds. No compensation is paid by any fund to any
Trustee/Director who is a director, officer, or employee of IMCO or its
affiliates. No pension or retirement benefits are accrued as part of fund
expenses. The Trust reimburses certain expenses of the Trustees who are not
affiliated with the investment adviser. As of April 30, 1998, the officers and
Trustees of the Trust and their families as a group owned beneficially or of
record less than 1% of the outstanding shares of the Trust.
The following table identifies all persons, who as of May 8, 1998, held of
record or owned beneficially 5% or more of either Fund's shares.
NAME AND ADDRESS
TITLE OF CLASS OF BENEFICIAL OWNER PERCENT OF CLASS
-------------- ------------------- ----------------
Texas Tax-Free Money Charles C. Carson, II 8.2%
Market Fund 920 Meadow Crk Dr. #4114
Irving, TX 75038-3177
Texas Tax-Free Money Thomas R. Madison, Jr. 8.5%
Market Fund Andrea S. Madison
5410 Merrywing Cir.
Austin, TX 78730-1436
Texas Tax-Free Money Miriam F. Schweers 10.2%
Market Fund Carl A. Schweers
1240 E. Sunshine Dr.
San Antonio, TX 78228-2944
THE TRUST'S MANAGER
As described in the Prospectus, USAA Investment Management Company is the
Manager and investment adviser, providing services under the Advisory
Agreement. The Manager, an affiliate of United Services Automobile Association
(USAA), a large, diversified financial services institution, was organized in
May 1970 and has served as investment adviser and underwriter for USAA State
Tax-Free Trust from its inception.
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In addition to managing the Trust's assets, the Manager advises and
manages the investments for USAA and its affiliated companies as well as those
of USAA Investment Trust, USAA Mutual Fund, Inc., USAA Tax Exempt Fund, Inc.;
and USAA Life Investment Trust. As of the date of this SAI, total assets under
management by the Manager were approximately $____ billion, of which
approximately $____ billion were in mutual fund portfolios.
ADVISORY AGREEMENT
Under the Advisory Agreement, the Manager provides an investment program,
carries out the investment policy, and manages the portfolio assets for each
Fund. The Manager is authorized, subject to the control of the Board of
Trustees of the Trust, to determine the selection, amount, and time to buy or
sell securities for each Fund. In addition to providing investment services,
the Manager pays for office space, facilities, business equipment, and
accounting services (in addition to those provided by the Custodian) for the
Trust. The Manager compensates all personnel, officers, and Trustees of the
Trust if such persons are also employees of the Manager or its affiliates. For
these services under the Advisory Agreement, the Trust has agreed to pay the
Manager a fee computed as described under FUND MANAGEMENT in the Prospectus.
Management fees are computed and accrued daily and payable monthly.
Except for the services and facilities provided by the Manager, the Funds
pay all other expenses incurred in their operations. Expenses for which the
Funds are responsible include taxes (if any); brokerage commissions on
portfolio transactions (if any); expenses of issuance and redemption of shares;
charges of transfer agents, custodians, and dividend disbursing agents; cost of
preparing and distributing proxy material; costs of printing and engraving
stock certificates; auditing and legal expenses; certain expenses of
registering and qualifying shares for sale; fees of Trustees who are not
interested persons (not affiliated) of the Manager; costs of printing and
mailing the Prospectus, SAI, and periodic reports to existing shareholders; and
any other charges or fees not specifically enumerated. The Manager pays the
cost of printing and mailing copies of the Prospectus, the SAI, and reports to
prospective shareholders.
The Advisory Agreement will remain in effect until June 30, 1999, for each
Fund and will continue in effect from year to year thereafter for each Fund as
long as it is approved at least annually by a vote of the outstanding voting
securities of such Fund (as defined by the 1940 Act) or by the Board of
Trustees (on behalf of such Fund) including a majority of the Trustees who are
not interested persons of the Manager or (otherwise than as Trustees) of the
Trust, at a meeting called for the purpose of voting on such approval. The
Advisory Agreement may be terminated at any time by either the Trust or the
Manager on 60 days' written notice. It will automatically terminate in the
event of its assignment (as defined in the 1940 Act).
From time to time the Manager may, without prior notice to shareholders,
waive all or any portion of fees or agree to reimburse expenses incurred by a
Fund. Any such waiver or reimbursement may be terminated by the Manager at any
time without prior notice to shareholders. The Manager has voluntarily agreed
to limit each Fund's annual expenses to .50% of its ANA until August 1, 1999,
and will reimburse the Funds for all expenses in excess of the limitations.
For the last three fiscal years, management fees were as follows:
1996 1997 1998
---- ---- ----
Texas Tax-Free Income Fund $35,729 $47,582 $76,602
Texas Tax-Free Money Market Fund $22,664 $25,483 $27,561
Because the Funds' expenses exceeded the Manager's voluntary expense
limitation, the Manager did not receive any management fees for the last three
fiscal years with respect to the Texas Tax-Free Money Market Fund. With respect
to the Texas Tax-Free Income Fund, the Manager did not receive any management
fees for 1996 or 1997. For 1998 the Manager did not receive $73,972 in
management fees to which it would have been entitled. In addition, the Manager
did not receive reimbursement for other operating expenses to which it would
have been entitled as follows:
1996 1997 1998
---- ---- ----
Texas Tax-Free Income Fund $47,505 $32,878 --
Texas Tax-Free Money Market Fund $46,368 $39,351 $20,096
UNDERWRITER
The Trust has an agreement with the Manager for exclusive underwriting and
distribution of the Funds' shares on a continuing best efforts basis. This
agreement provides that the Manager will receive no fee or other compensation
for such distribution services.
TRANSFER AGENT
The Transfer Agent performs transfer agent services for the Trust under a
Transfer Agency Agreement. Services include maintenance of shareholder account
records, handling of communications with shareholders, distribution of Fund
dividends, and production of reports with respect to account activity for
18
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shareholders and the Trust. For its services under the Transfer Agency
Agreement, each Fund pays the Transfer Agent an annual fixed fee of $26 per
account. The fee is subject to change at any time.
The fee to the Transfer Agent includes processing of all transactions and
correspondence. Fees are billed on a monthly basis at the rate of one-twelfth
of the annual fee. In addition, the Funds pay all out-of-pocket expenses of the
Transfer Agent and other expenses which are incurred at the specific direction
of the Trust.
GENERAL INFORMATION
CUSTODIAN
State Street Bank and Trust Company, P.O. Box 1713, Boston, MA 02105, is the
Trust's Custodian. The Custodian is responsible for, among other things,
safeguarding and controlling the Trust's cash and securities, handling the
receipt and delivery of securities, and collecting interest on the Trust's
investments.
COUNSEL
Goodwin, Procter & Hoar LLP, Exchange Place, Boston, MA 02109, will review
certain legal matters for the Trust in connection with the shares offered by
the Prospectus.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, 112 East Pecan, Suite 2400, San Antonio, TX 78205, is
the Trust's independent auditor. In this capacity, the firm is responsible for
auditing the annual financial statements of the Funds and reporting thereon.
CALCULATION OF PERFORMANCE DATA
Information regarding total return and yield of each Fund is provided under
COULD THE VALUE OF YOUR INVESTMENT IN THESE FUNDS FLUCTUATE? in the Prospectus.
See VALUATION OF SECURITIES herein for a discussion of the manner in which each
Fund's price per share is calculated.
TOTAL RETURN
The Texas Tax-Free Income Fund may advertise performance in terms of average
annual total return for 1-, 5-, and 10-year periods, or for such lesser period
as the Fund has been in existence. Average annual total return is computed by
finding the average annual compounded rates of return over the periods that
would equate the initial amount invested to the ending redeemable value,
according to the following formula:
P(1 + T)n = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1-, 5-, or
10-year periods at the end of the year or period
The calculation assumes all charges are deducted from the initial $1,000
payment and assumes all dividends and distributions by such Fund are reinvested
at the price stated in the Prospectus on the reinvestment dates during the
period, and includes all recurring fees that are charged to all shareholder
accounts.
The date of commencement of operations for the Texas Tax-Free Income Fund
was August 1, 1994. The Fund's average total returns for the following periods
ended March 31, 1998, were:
1 year . . . . 13.71% Since inception . . . . 9.76%
YIELD
The Texas Tax-Free Income Fund may advertise performance in terms of a 30-day
yield quotation. The 30-day yield quotation is computed by dividing the net
investment income per share earned during the period by the maximum offering
price per share on the last day of the period, according to the following
formula:
Yield = 2[((a-b)/(cd)+1)^6 -1]
Where: a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursement)
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends
d = the maximum offering price per share on the last day of
the period
For purposes of the yield calculation, interest income is computed based
on the yield to maturity of each debt obligation in the Fund's portfolio and
all recurring charges are recognized.
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The Fund's 30-day yield for the period ended March 31, 1998, was 4.70%.
YIELD - TEXAS TAX-FREE MONEY MARKET FUND
When the Texas Tax-Free Money Market Fund quotes a current annualized yield, it
is based on a specified recent seven-calendar-day period. It is computed by (1)
determining the net change, exclusive of capital changes and income other than
investment income, in the value of a hypothetical preexisting account having a
balance of one share at the beginning of the period, (2) dividing the net
change in account value by the value of the account at the beginning of the
base period to obtain the base return, then (3) multiplying the base period
return by 52.14 (365/7). The resulting yield figure is carried to the nearest
hundredth of one percent.
The calculation includes (1) the value of additional shares purchased with
dividends on the original share, and dividends declared on both the original
share and any such additional shares and (2) any fees charged to all
shareholder accounts, in proportion to the length of the base period and the
Fund's average account size.
The capital changes excluded from the calculation are realized capital
gains and losses from the sale of securities and unrealized appreciation and
depreciation. The Fund's effective (compounded) yield will be computed by
dividing the seven-day annualized yield as defined above by 365, adding 1 to
the quotient, raising the sum to the 365th power, and subtracting 1 from the
result.
Current and effective yields fluctuate daily and will vary with factors
such as interest rates and the quality, length of maturities, and type of
investments in the portfolio.
Yield for 7-day Period ended March 31, 1998, was 3.37%.
Effective Yield for 7-day Period ended March 31, 1998, was 3.43%.
TAX EQUIVALENT YIELD
A tax-exempt mutual fund may provide more "take-home" income than a fully
taxable mutual fund after paying taxes. Calculating a "tax equivalent yield"
means converting a tax-exempt yield to a pretax equivalent so that a meaningful
comparison can be made between a tax-exempt municipal fund and a fully taxable
fund. The Texas Tax-Free Money Market Fund may advertise performance in terms
of a tax equivalent yield based on the 7-day yield or effective yield and the
Texas Tax-Free Income Fund may advertise performance in terms of a 30-day tax
equivalent yield.
To calculate a tax equivalent yield, the Texas investor must know his
federal marginal income tax rate. The tax equivalent yield is then computed by
dividing the tax-exempt yield of a fund by the complement of the federal
marginal tax rate. The complement, for example, of a federal marginal tax rate
of 36.0% is 64.0%, that is (1.00-0.36=0.64).
Tax Equivalent Yield = Tax Exempt Yield / (1- Federal Marginal Tax Rate)
Based on federal marginal tax rate of 36.0%, the tax equivalent yields for
the Texas Tax-Free Income and Texas Tax-Free Money Market Funds for the period
ended March 31, 1998, were 7.34% and 5.27%, respectively.
APPENDIX A - TAX-EXEMPT SECURITIES AND THEIR RATINGS
TAX-EXEMPT SECURITIES
Tax-exempt securities generally include debt obligations issued by states and
their political subdivisions, and duly constituted authorities and
corporations, to obtain funds to construct, repair or improve various public
facilities such as airports, bridges, highways, hospitals, housing, schools,
streets, and water and sewer works. Tax-exempt securities may also be issued to
refinance outstanding obligations as well as to obtain funds for general
operating expenses and for loans to other public institutions and facilities.
The two principal classifications of tax-exempt securities are "general
obligations" and "revenue" or "special tax" bonds. General obligation bonds are
secured by the issuer's pledge of its full faith, credit and taxing power for
the payment of principal and interest. Revenue or special tax bonds are payable
only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise or other
tax, but not from general tax revenues. The Funds may also invest in tax-exempt
private activity bonds, which in most cases are revenue bonds and generally do
not have the pledge of the credit of the issuer. The payment of the principal
and interest on such industrial revenue bonds is dependent solely on the
ability of the user of the facilities financed by the bonds to meet its
financial obligations and the pledge, if any, of real and personal property so
financed as security for such payment. There are, of course, many variations in
the terms of, and the security underlying, tax-exempt securities. Short-term
obligations issued by states, cities, municipalities or municipal agencies,
include Tax Anticipation Notes, Revenue Anticipation Notes, Bond Anticipation
Notes, Construction Loan Notes, and Short-Term Notes.
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The yields of tax-exempt securities depend on, among other things, general
money market conditions, conditions of the tax-exempt bond market, the size of
a particular offering, the maturity of the obligation, and the rating of the
issue. The ratings of Moody's Investors Service, Inc. (Moody's), Standard &
Poor's Ratings Group (S&P), Fitch IBCA, Inc. (Fitch), Duff & Phelps Inc., and
Thompson BankWatch, Inc., represent their opinions of the quality of the
securities rated by them. It should be emphasized that such ratings are general
and are not absolute standards of quality. Consequently, securities with the
same maturity, coupon, and rating may have different yields, while securities
of the same maturity and coupon but with different ratings may have the same
yield. It will be the responsibility of the Manager to appraise independently
the fundamental quality of the tax-exempt securities included in a Fund's
portfolio.
I. LONG-TERM DEBT RATINGS:
MOODY'S INVESTOR SERVICES, INC.
Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risk appear somewhat larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa Bonds which are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
NOTE: MOODY'S APPLIES NUMERICAL MODIFIERS 1, 2, AND 3 IN EACH GENERIC RATING
CLASSIFICATION. THE MODIFIER 1 INDICATES THAT THE OBLIGATION RANKS IN THE
HIGHER END OF ITS GENERIC RATING CATEGORY, THE MODIFIER 2 INDICATES A MID-RANGE
RANKING, AND THE MODIFIER 3 INDICATES A RANKING IN THE LOWER END OF THAT
GENERIC RATING CATEGORY.
STANDARD & POOR'S RATINGS GROUP
AAA An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on
the obligation is EXTREMELY STRONG.
AA An obligation rated AA differs from the highest rated issues only in
small degree. The obligor's capacity to meet its financial commitment
on the obligation is VERY STRONG.
A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher rated categories. However, the obligor's
capacity to meet its financial commitment on the obligation is still
STRONG.
BBB An obligation rated BBB exhibits ADEQUATE capacity to pay interest
and repay principal. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the
obligor to meet its financial commitment on the obligation.
PLUS (+) OR MINUS (-): THE RATINGS FROM AA TO BBB MAY BE MODIFIED BY THE
ADDITION OF A PLUS OR MINUS SIGN TO SHOW RELATIVE STANDING WITHIN THE MAJOR
RATING CATEGORIES.
FITCH IBCA, INC.
AAA Highest credit quality. "AAA" ratings denote the lowest expectation
of credit risk. They are assigned only in case of exceptionally
strong capacity for timely payment of financial commitments. This
capacity is highly unlikely to be adversely affected by foreseeable
events.
AA Very high credit quality. "AA" ratings denote a very low expectation
of credit risk. They indicate very strong capacity for timely payment
of financial commitments. This capacity is not significantly
vulnerable to foreseeable events.
A High credit quality. "A" ratings denote a low expectation of credit
risk. The capacity for timely payment of financial commitments is
considered strong. This capacity may, nevertheless, be more
vulnerable to changes in circumstances or in economic conditions than
is the case for higher ratings.
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BBB Good credit quality. "BBB" ratings indicate that there is currently a
low expectation of credit risk. The capacity for timely payment of
financial commitments is considered adequate, but adverse changes in
circumstances and in economic conditions are more likely to impair
this capacity. This is the lowest investment-grade category.
PLUS AND MINUS SIGNS ARE USED WITH A RATING SYMBOL TO INDICATE THE RELATIVE
POSITION OF A CREDIT WITHIN THE RATING CATEGORY. PLUS AND MINUS SIGNS, HOWEVER,
ARE NOT USED IN THE AAA CATEGORY.
DUFF & PHELPS, INC.
AAA Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.
AA High credit quality. Protection factors are strong. Risk is modest
but may vary slightly from time to time because of economic
conditions.
A Protection factors are average but adequate. However, risk factors
are more variable and greater in periods of economic stress.
BBB Below average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic
cycles.
2. SHORT-TERM DEBT RATINGS:
MOODY'S STATE AND TAX-EXEMPT NOTES
MIG-1/VMIG1 This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support
or demonstrated broad-based access to the market for refinancing.
MIG-2/VMIG2 This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.
MOODY'S COMMERCIAL PAPER
Prime-1 Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term promissory
obligations. Prime-1 repayment capacity will normally be
evidenced by the following characteristics:
o Leading market positions in well-established industries.
o High rates of return on funds employed.
o Conservative capitalization structures with moderate reliance
on debt and ample asset protection.
o Broad margins in earning coverage of fixed financial charges
and high internal cash generation.
o Well-established access to a range of financial markets and
assured sources of alternate liquidity.
Prime-2 Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term promissory
obligations. This will normally be evidenced by many of the
characteristics cited above but to a lesser degree. Earnings
trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.
S&P TAX-EXEMPT NOTES
SP-1 Strong capacity to pay principal and interest. Issues determined to
possess very strong characteristics are given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term
of the notes.
S&P COMMERCIAL PAPER
A-1 This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus (+)
sign designation.
A-2 Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high
as for issues designated A-1.
FITCH'S COMMERCIAL PAPER, CERTIFICATES OF DEPOSIT AND TAX-EXEMPT NOTES
F1 Highest credit quality. Indicates the strongest capacity for timely
payment of financial commitments; may have an added "+" to denote any
exceptionally strong credit features.
F2 Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in
the case of the higher ratings.
F3 Fair credit quality. The capacity for timely payment of financial
commitments is adequate; however, near-term adverse changes could
result in a reduction to non-investment grade.
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DUFF & PHELPS COMMERCIAL PAPER
D-1+ Highest certainty of timely payment. Short-term liquidity, including
internal operating factors and/or access to alternative sources of
funds, is outstanding, and safety is just below risk-free U.S.
Treasury short-term obligations.
D-1 Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk
factors are minor.
D-1- High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are
very small.
D-2 Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge
total financing requirements, access to capital markets is good. Risk
factors are small.
THOMPSON BANKWATCH, INC.
TBW-1 The highest category; indicates a very high likelihood that principal
and interest will be paid on a timely basis.
TBW-2 The second highest category; while the degree of safety regarding
timely repayment of principal and interest is strong, the relative
degree of safety is not as high as for issues rated TBW-1.
TBW-3 The lowest investment-grade category; indicates that while the
obligation is more susceptible to adverse developments (both internal
and external) than those with higher ratings, the capacity to service
principal and interest in a timely fashion is considered adequate.
APPENDIX B - COMPARISON OF PORTFOLIO PERFORMANCE
Occasionally, we may make comparisons in advertising and sales literature
between the Funds contained in this SAI and other Funds in the USAA Family of
Funds. These comparisons may include such topics as risk and reward, investment
objectives, investment strategies, and performance.
Fund performance also may be compared to the performance of broad groups
of mutual funds with similar investment goals or unmanaged indexes of
comparable securities. Evaluations of Fund performance made by independent
sources may also be used in advertisements concerning the Fund, including
reprints of, or selections from, editorials or articles about the Fund. The
Fund or its performance may also be compared to products and services not
constituting securities subject to registration under the Securities Act of
1933 such as, but not limited to, certificates of deposit and money market
accounts. Sources for performance information and articles about the Fund may
include but are not restricted to the following:
AAII JOURNAL, a monthly association magazine for members of the American
Association of Individual Investors.
ARIZONA REPUBLIC, a newspaper which may cover financial and investment news.
AUSTIN AMERICAN-STATESMAN, a newspaper which may cover financial news.
BARRON'S, a Dow Jones and Company, Inc. business and financial weekly that
periodically reviews mutual fund performance data.
THE BOND BUYER, a daily newspaper which covers bond market news.
BUSINESS WEEK, a national business weekly that periodically reports the
performance rankings and ratings of a variety of mutual funds.
CHICAGO TRIBUNE, a newspaper which may cover financial news.
CONSUMER REPORTS, a monthly magazine which from time to time reports on
companies in the mutual fund industry.
DALLAS MORNING NEWS, a newspaper which may cover financial news.
DENVER POST, a newspaper which may quote financial news.
FINANCIAL PLANNING, a monthly magazine that periodically features companies in
the mutual fund industry.
FINANCIAL SERVICES WEEK, a weekly newspaper which covers financial news.
FINANCIAL WORLD, a monthly magazine which may periodically review mutual fund
companies.
FORBES, a national business publication that periodically reports the
performance of companies in the mutual fund industry.
FORTUNE, a national business publication that periodically rates the
performance of a variety of mutual funds.
FUND ACTION, a mutual fund news report.
HOUSTON CHRONICLE, a newspaper which may cover financial news.
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HOUSTON POST, a newspaper which may cover financial news.
IBC'S MONEYLETTER, a biweekly newsletter which covers financial news and from
time to time rates specific mutual funds.
IBC'S MONEY FUND REPORT, a weekly publication of IBC Financial Data, Inc.,
reporting on the performance of the nation's money market funds, summarizing
money market fund activity, and including certain averages as performance
benchmarks, specifically: (1) Taxable Money Fund Averages: "100% U.S. Treasury"
and "First Tier" and (2) Tax-Free Money Fund Averages: "Stockbroker and General
Purpose" and "State Specific Stockbroker and General Purpose."
IBC'S MONEY MARKET INSIGHT, a monthly money market industry analysis prepared
by IBC Financial Data, Inc.
INCOME AND SAFETY, a monthly newsletter that rates mutual funds.
INVESTECH, a bimonthly investment newsletter.
INVESTMENT ADVISOR, a monthly publication directed primarily to the advisor
community; includes ranking of mutual funds using a proprietary methodology.
INVESTMENT COMPANY INSTITUTE, a national association of the American Investment
Company industry.
INVESTOR'S BUSINESS DAILY, a newspaper which covers financial news.
KIPLINGER'S PERSONAL FINANCE MAGAZINE, a monthly investment advisory
publication that periodically features the performance of a variety of
securities.
LIPPER ANALYTICAL SERVICES, INC.'S EQUITY FUND PERFORMANCE ANALYSIS, a weekly
and monthly publication of industry-wide mutual fund performance averages by
type of fund.
LIPPER ANALYTICAL SERVICES, INC.'S FIXED INCOME FUND PERFORMANCE ANALYSIS, a
monthly publication of industry-wide mutual fund performance averages by type
of fund.
LOS ANGELES TIMES, a newspaper which may cover financial news.
LOUIS RUKEYSER'S WALL STREET, a publication for investors.
MEDICAL ECONOMICS, a monthly magazine providing information to the medical
profession.
MONEY, a monthly magazine that features the performance of both specific funds
and the mutual fund industry as a whole.
MORNINGSTAR 5 STAR INVESTOR, a monthly newsletter which covers financial news
and rates mutual funds produced by Morningstar, Inc. (a data service which
tracks open-end mutual funds).
MUNI BOND FUND REPORT, a monthly newsletter which covers news on the municipal
bond market and features performance data for municipal bond mutual funds.
MUNIWEEK, a weekly newspaper which covers news on the municipal bond market.
MUTUAL FUND FORECASTER, a monthly newsletter that ranks mutual funds.
MUTUAL FUND INVESTING, a newsletter covering mutual funds.
MUTUAL FUND PERFORMANCE REPORT, a monthly publication of industry-wide mutual
fund averages produced by Morningstar, Inc.
MUTUAL FUNDS MAGAZINE, a monthly publication reporting on mutual fund
investing.
MUTUAL FUND SOURCE BOOK, an annual publication produced by Morningstar, Inc.
which describes and rates mutual funds.
MUTUAL FUND VALUES, a biweekly guidebook to mutual funds produced by
Morningstar, Inc.
NEWSWEEK, a national business weekly.
NEW YORK TIMES, a newspaper which may cover financial news.
NO LOAD FUND INVESTOR, a newsletter covering companies in the mutual fund
industry.
ORLANDO SENTINEL, a newspaper which may cover financial news.
PERSONAL INVESTOR, a monthly magazine which from time to time features mutual
fund companies and the mutual fund industry.
SAN ANTONIO BUSINESS JOURNAL, a weekly newspaper that periodically covers
mutual fund companies as well as financial news.
SAN ANTONIO EXPRESS-NEWS, a newspaper which may cover financial news.
SAN FRANCISCO CHRONICLE, a newspaper which may cover financial news.
SMART MONEY, a monthly magazine featuring news and articles on investing and
mutual funds.
USA TODAY, a newspaper which may cover financial news.
24
<PAGE>
U.S. NEWS AND WORLD REPORT, a national business weekly that periodically
reports mutual fund performance data.
WALL STREET JOURNAL, a Dow Jones and Company, Inc. newspaper which covers
financial news.
WASHINGTON POST, a newspaper which may cover financial news.
WEISENBERGER MUTUAL FUNDS INVESTMENT REPORT, a monthly newsletter that reports
on both specific mutual fund companies and the mutual fund industry as a whole.
WORTH, a magazine which covers financial and investment subjects including
mutual funds.
YOUR MONEY, a monthly magazine directed towards the novice investor.
In addition to the sources above, performance of our Funds may also be
tracked by Lipper Analytical Services, Inc. Each Fund will be compared to
Lipper's appropriate fund category according to objective and portfolio
holdings. The Texas Tax-Free Income Fund will be compared to funds in Lipper's
Texas Municipal Debt Funds category, and the Texas Tax-Free Money Market Fund
to funds in Lipper's States Tax-Exempt Money Market Funds category. Footnotes
in advertisements and other sales literature will include the time period
applicable for any rankings used.
For comparative purposes, unmanaged indices of comparable securities or
economic data may be cited. Examples include the following:
-Shearson Lehman Hutton Bond Indices, indices of fixed-rate debt issues
rated investment grade or higher which can be found in the BOND MARKET REPORT.
-Bond Buyer Indices, indices of debt of varying maturities including
revenue bonds, general obligation bonds, and U.S. Treasury bonds which can be
found in MUNIWEEK and THE BOND BUYER.
Other sources for total return and other performance data which may be
used by the Funds or by those publications listed previously are Morningstar,
Inc., Schabaker Investment Management, and Investment Company Data, Inc. These
are services that collect and compile data on mutual fund companies.
25
<PAGE>
APPENDIX C - DOLLAR-COST AVERAGING
Dollar-cost averaging is a systematic investing method which can be used by
investors as a disciplined technique for investing. A fixed amount of money is
invested in a security (such as a stock or mutual fund) on a regular basis over
a period of time, regardless of whether securities markets are moving up or
down.
This practice reduces average share costs to the investor who acquires
more shares in periods of lower securities prices and fewer shares in periods
of higher prices.
While dollar-cost averaging does not assure a profit or protect against
loss in declining markets, this investment strategy is an effective way to help
calm the effect of fluctuations in the financial markets. Systematic investing
involves continuous investment in securities regardless of fluctuating price
levels of such securities. Investors should consider their financial ability to
continue purchases through periods of low and high price levels.
As the following chart illustrates, dollar-cost averaging tends to keep
the overall cost of shares lower. This example is for illustration only, and
different trends would result in different average costs.
HOW DOLLAR-COST AVERAGING WORKS
$100 Invested Regularly for 5 Periods
Market Trend
--------------------------------------------------------------------
Down Up Mixed
------------------- --------------------- -----------------------
Share Shares Share Shares Share Shares
Investment Price Purchased Price Purchased Price Purchased
------------------- --------------------- -----------------------
$100 10 10 6 16.67 10 10
100 9 11.1 7 14.29 9 11.1
100 8 12.5 7 14.29 8 12.5
100 8 12.5 9 11.1 9 11.1
100 6 16.67 10 10 10 10
- ---- -- ----- -- ----- -- -----
$500 ***41 62.77 ***39 66.35 ***46 54.7
*Avg. Cost: $7.97 *Avg. Cost: $7.54 *Avg. Cost: $9.14
----- ----- -----
**Avg. Price: $8.20 **Avg. Price: $7.80 **Avg. Price: $9.20
----- ----- -----
* Average Cost is the total amount invested divided by number of
shares purchased.
** Average Price is the sum of the prices paid divided by number
of purchases.
*** Cumulative total of share prices used to compute average prices.
26
<PAGE>
[THIS PAGE LEFT BLANK INTENTIONALLY]
<PAGE>
23702-0898
<PAGE>
USAA STATE TAX-FREE TRUST
PART C. OTHER INFORMATION
Item 23. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS
1 (a) Master Trust Agreement dated June 21, 1993 (1)
(b) Amendment No. 1 to Master Trust Agreement dated September 8,
1993 (1)
(c) Amendment No. 2 to Master Trust Agreement dated May 3, 1994 (1)
2 By-Laws, as amended November 8, 1993 (1)
3 Specimen Certificates for Shares of
(a) Florida Tax-Free Income Fund (1)
(b) Florida Tax-Free Money Market Fund (1)
(c) Texas Tax-Free Income Fund (1)
(d) Texas Tax-Free Money Market Fund (1)
4 (a) Advisory Agreement dated June 25, 1993 (1)
(b) Letter Agreement dated May 10, 1994 adding Texas Tax-Free Income
Fund and Texas Tax-Free Money Market Fund (1)
5 (a) Underwriting Agreement dated June 25, 1993 (1)
(b) Letter Agreement dated May 10, 1994 adding Texas Tax-Free Income
Fund and Texas Tax-Free Money Market Fund (1)
6 Not Applicable
7 (a) Custodian Agreement dated June 29, 1993 (1)
(b) Letter Agreement dated May 10, 1994 adding Texas Tax-Free Income
Fund and Texas Tax-Free Money Market Fund (1)
(c) Subcustodian Agreement dated March 24, 1994 (2)
8 (a) Transfer Agency Agreement dated June 25, 1993 (1)
(b) Letter Agreement dated May 10, 1994 adding Texas Tax-Free Income
Fund and Texas Tax-Free Money Market Fund (1)
(c) Amendment to Transfer Agency Agreement Fee Schedule dated May 3,
1995 for Florida Tax-Free Money Market Fund (1)
(d) Amendment to Transfer Agency Agreement Fee Schedule dated May 3,
1995 for Texas Tax-Free Money Market Fund (1)
(e) Master Revolving Credit Facility Agreement with USAA Capital
Corporation dated January 13, 1998 (filed herewith)
(f) Master Revolving Credit Facility Agreement with NationsBank of
Texas dated January 14, 1998 (filed herewith)
9 (a) Opinion of Counsel (1)
(b) Consent of Counsel (filed herewith)
10 Consent of Independent Accountants (filed herewith)
11 Omitted Financial Statements - Not Applicable
12 Subscriptions and Investment Letters
(a) Florida Bond Fund and Florida Money Market Fund dated June 25,
1993 (1)
(b) Texas Tax-Free Income Fund and Texas Tax-Free Money Market Fund
dated May 3, 1994 (1)
C-1
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
13 12b-1 Plans - Not Applicable
14 Financial Data Schedules
(a) Florida Tax-Free Income Fund (filed herewith)
(b) Florida Tax-Free Money Market Fund (filed herewith)
(c) Texas Tax-Free Income Fund (filed herewith)
(d) Texas Tax-Free Money Market Fund (filed herewith)
15 Plan Adopting Multiple Classes of Shares - Not Applicable
16 Powers of Attorney
(a) Powers of Attorney for Michael J.C. Roth, Sherron A. Kirk, John
W. Saunders, Jr., George E. Brown, Howard L. Freeman, Jr., and
Richard A. Zucker dated June 25, 1993 (1)
(b) Power of Attorney for Barbara B. Dreeben dated July 12, 1995 (1)
(c) Power of Attorney for Robert G. Davis dated July 9, 1997 (3)
(d) Power of Attorney for Robert L. Mason dated July 9, 1997 (3)
- ---------------
(1) Previously filed with Post-Effective Amendment No. 4 of the Registrant
(No. 33-65572 with the Securities and Exchange Commission on July 25,
1995.
(2) Previously filed with Post-Effective Amendment No. 5 of the Registrant
(No. 33-65572 with the Securities and Exchange Commission on July 25,
1996.
(3) Previously filed with Post-Effective Amendment No. 6 of the Registrant
(No. 33-65572 with the Securities and Exchange Commission on July 31,
1997.
C-2
<PAGE>
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
Information pertaining to persons controlled by or under common
control with Registrant is hereby incorporated by reference to
the section captioned "Fund Management" in the Prospectus and the
section captioned "Trustees and Officers of the Trust" in the
Statement of Additional Information.
Item 25. INDEMNIFICATION
Protection for the liability of the adviser and underwriter and
for the officers and trustees of the Registrant is provided by
two methods:
(a) THE TRUSTEE AND OFFICER LIABILITY POLICY. This policy covers all
losses incurred by the Registrant, its adviser and its
underwriter from any claim made against those entities or persons
during the policy period by any shareholder or former shareholder
of any Fund by reason of any alleged negligent act, error or
omission committed in connection with the administration of the
investments of said Registrant or in connection with the sale or
redemption of shares issued by said Registrant. The Trust will
not pay for such insurance to the extent that payment therefor is
in violation of the Investment Company Act of 1940 or the
Securities Act of 1933.
(b) INDEMNIFICATION PROVISIONS UNDER AGREEMENT AND DECLARATION OF
TRUST. Under Article VI of the Registrant's Agreement and
Declaration of Trust, each of its Trustees and officers or any
person serving at the Registrant's request as directors, officers
or trustees of another organization in which the Registrant has
any interest as a shareholder, creditor or otherwise ("Covered
Person") shall be indemnified against all liabilities, including
but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered
Person in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body, in which
such Covered Person may be or may have been involved as a party
or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or
having been such an officer, director or trustee, except with
respect to any matter as to which it has been determined that
such Covered Person had acted with willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office (such
conduct referred to hereafter as "Disabling Conduct"). A
determination that the Covered Person is entitled to
indemnification may be made by (i) a final decision on the merits
by a court or other body before whom the proceeding was brought
that the person to be indemnified was not liable by reason of
Disabling Conduct, (ii) dismissal of a court action or an
administrative proceeding against a Covered Person for
insufficiency of evidence of Disabling Conduct, or (iii) a
reasonable determination, based upon a review of the facts, that
the Covered Person was not liable by reason of Disabling Conduct
by (a) a vote of a majority of a quorum of Trustees who are
neither "interested persons" of the Registrant as defined in
section 2(a)(19) of the 1940 Act nor parties to the proceeding,
or (b) an independent legal counsel in a written opinion.
Expenses, including accountants and counsel fees so incurred by
any such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or
penalties), may be paid from time to time from funds attributable
to the Fund of the Registrant in question in advance of the final
disposition of any such action, suit or proceeding, provided that
the Covered Person shall have undertaken to repay the amounts so
paid to the Fund of the Registrant in question if it is
ultimately determined that indemnification of such expenses is
not authorized under this Article VI and (i) the Covered Person
shall have provided security for such undertaking, (ii) the
Registrant shall be insured against losses arising by reason of
any
C-3
<PAGE>
lawful advances, or (iii) a majority of a quorum of the
disinterested Trustees who are not a party to the proceeding, or
an independent legal counsel in a written opinion, shall have
determined, based on a review of readily available facts (as
opposed to full trial-type inquiry), that there is reason to
believe that the Covered Person ultimately will be found entitled
to indemnification.
As to any matter disposed of by a compromise payment by any such
Covered Person pursuant to a consent decree or otherwise, no such
indemnification either for said payment or for any other expenses
shall be provided unless such indemnification shall be approved
(a) by a majority of the disinterested Trustees who are not
parties to the proceeding or (b) by an independent legal counsel
in a written opinion. Approval by the Trustees pursuant to clause
(a) or by independent legal counsel pursuant to clause (b) shall
not prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with any of such
clauses as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction to have been
liable to the Registrant or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such Covered Person's
office.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the
Registrant's Agreement and Declaration of the Trust or otherwise,
the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such trustee,
officer or controlling person in connection with the securities
being registered, then the Registrant will, unless in the opinion
of its counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate jurisdiction the
question of whether indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
C-4
<PAGE>
Item 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
Information pertaining to business and other connections of the
Registrant's investment adviser is hereby incorporated by
reference to the section of the Prospectus captioned "Fund
Management" and to the section of the Statement of Additional
Information captioned "Trustees and Officers of the Trust."
Item 27. PRINCIPAL UNDERWRITERS
(a) USAA Investment Management Company (the "Adviser") acts as
principal underwriter and distributor of the Registrant's shares
on a best-efforts basis and receives no fee or commission for its
underwriting services. The Adviser, wholly owned by United
Services Automobile Association, also serves as principal
underwriter for USAA Investment Trust, USAA Mutual Fund, Inc.,
and USAA Tax Exempt Fund, Inc.
(b) Following is information concerning directors and executive
officers of USAA Investment Management Company.
NAME AND PRINCIPAL POSITION AND OFFICES POSITION AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH FUND
- ------------------ -------------------- --------------------
Robert G. Davis Director and Chairman Trustee and
9800 Fredericksburg Rd. of the Board of Chairman of the
San Antonio, TX 78288 Directors Board of Trustees
Michael J.C. Roth Chief Executive President, Trustee
9800 Fredericksburg Rd. Officer, President, and Vice Chairman
San Antonio, TX 78288 Director, and Vice of the Board of
Chairman of the Trustees
Board of Directors
John W. Saunders, Jr. Senior Vice President, Vice President
9800 Fredericksburg Rd. Fixed Income Investments, and Trustee
San Antonio, TX 78288 and Director
Harry W. Miller Senior Vice President, None
9800 Fredericksburg Rd. Equity Investments,
San Antonio, TX 78288 and Director
John J. Dallahan Senior Vice President, None
9800 Fredericksburg Rd. Investment Services
San Antonio, TX 78288
Carl W. Shirley Senior Vice President, None
9800 Fredericksburg Rd. Insurance Company Portfolios
San Antonio, TX 78288
Michael D. Wagner Vice President, Secretary
9800 Fredericksburg Rd. Secretary and Counsel
San Antonio, TX 78288
Sherron A. Kirk Vice President and Treasurer
9800 Fredericksburg Rd. Controller
San Antonio, TX 78288
Alex M. Ciccone Vice President, Assistant
9800 Fredericksburg Rd. Compliance Secretary
San Antonio, TX 78288
(c) Not Applicable
C-5
<PAGE>
Item 28. LOCATION OF ACCOUNTS AND RECORDS
The following entities prepare, maintain and preserve the records
required by Section 31(a) of the Investment Company Act of 1940
(the "1940 Act") for the Registrant. These services are provided
to the Registrant through written agreements between the parties
to the effect that such services will be provided to the
Registrant for such periods prescribed by the Rules and
Regulations of the Securities and Exchange Commission under the
1940 Act and such records are the property of the entity required
to maintain and preserve such records and will be surrendered
promptly on request.
USAA Investment Management Company
9800 Fredericksburg Road
San Antonio, Texas 78288
USAA Shareholder Account Services
10750 Robert F. McDermott Freeway
San Antonio, Texas 78288
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, Massachusetts 02171
Item 29. MANAGEMENT SERVICES
Not Applicable.
Item 30. UNDERTAKINGS
None.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment
Company Act, the Registrant certifies that it has duly caused this amendment to
its registration statement to be signed on its behalf by the undersigned, duly
authorized, in the City of San Antonio and State of Texas on the 7th day of
May, 1998.
USAA STATE TAX-FREE TRUST
/S/ MICHAEL J.C. ROTH
-------------------------
Michael J.C. Roth
President
Pursuant to the requirements of the Securities Act, this amendment to
the registration statement has been signed below by the following persons in
the capacities and on the date(s) indicated.
(Signature) (Title) (Date)
/S/ ROBERT G. DAVIS Chairman of the May 8, 1998
- ------------------------- Board of Trustees
Robert G. Davis
/S/ MICHAEL J.C. ROTH Vice Chairman of the May 7, 1998
- ------------------------- Board of Trustees and
Michael J.C. Roth President (Principal
Executive Officer)
/S/ SHERRON A. KIRK Treasurer (Principal May 11, 1998
- ------------------------- Financial and
Sherron A. Kirk Accounting Officer)
/S/ JOHN W. SAUNDERS, JR. Trustee May 7, 1998
- -------------------------
John W. Saunders, Jr.
/S/ ROBERT L. MASON Trustee May 8, 1998
- -------------------------
Robert L. Mason
/S/ HOWARD L. FREEMAN, JR. Trustee May 8, 1998
- -------------------------
Howard L. Freeman, Jr.
/S/ RICHARD A. ZUCKER Trustee May 8, 1998
- -------------------------
Richard A. Zucker
/S/ BARBARA B. DREEBEN Trustee May 8, 1998
- -------------------------
Barbara B. Dreeben
C-7
<PAGE>
EXHIBIT INDEX
EXHIBIT ITEM PAGE NO. *
1 (a) Master Trust Agreement dated June 21, 1993 (1)
(b) Amendment No. 1 to Master Trust Agreement dated
September 8, 1993 (1)
(c) Amendment No. 2 to Master Trust Agreement dated
May 3, 1994 (1)
2 By-Laws, as amended November 8, 1993 (1)
3 Specimen Certificates for Shares of
(a) Florida Tax-Free Income Fund (1)
(b) Florida Tax-Free Money Market Fund (1)
(c) Texas Tax-Free Income Fund (1)
(d) Texas Tax-Free Money Market Fund (1)
4 (a) Advisory Agreement dated June 25, 1993 (1)
(b) Letter Agreement dated May 10, 1994 adding Texas
Tax-Free Income Fund and Texas Tax-Free Money
Market Fund (1)
5 (a) Underwriting Agreement dated June 25, 1993 (1)
(b) Letter Agreement dated May 10, 1994 adding Texas
Tax-Free Income Fund and Texas Tax-Free Money
Market Fund (1)
6 Not Applicable
7 (a) Custodian Agreement dated June 29, 1993 (1)
(b) Letter Agreement dated May 10, 1994 adding Texas
Tax-Free Income Fund and Texas Tax-Free Money
Market Fund (1)
(c) Subcustodian Agreement dated March 24, 1994 (2)
8 (a) Transfer Agency Agreement dated June 25, 1993 (1)
(b) Letter Agreement dated May 10, 1994 adding Texas
Tax-Free Income Fund and Texas Tax-Free Money
Market Fund (1)
(c) Amendment to Transfer Agency Agreement Fee Schedule
dated May 3, 1995 for Florida Tax-Free Money
Market Fund (1)
(d) Amendment to Transfer Agency Agreement Fee Schedule
dated May 3, 1995 for Texas Tax-Free Money Market
Fund (1)
(e) Master Revolving Credit Facility Agreement with
USAA Capital Corporation dated January 13, 1998
(filed herewith) 140
(f) Master Revolving Credit Facility Agreement with
NationsBank of Texas dated January 14, 1998
(filed herewith) 163
9 (a) Opinion of Counsel (1)
(b) Consent of Counsel (filed herewith) 191
10 Consent of Independent Accountants (filed herewith) 193
11 Omitted financial statements - Not Applicable
12 Subscriptions and Investment Letters
(a) Florida Bond Fund and Florida Money Market Fund
dated June 25, 1993 (1)
(b) Texas Tax-Free Income Fund and Texas Tax-Free
Money Market Fund dated May 3, 1994 (1)
C-8
<PAGE>
EXHIBIT INDEX, cont.
EXHIBIT ITEM PAGE NO. *
13 12b-1 Plans - Not Applicable
14 Financial Data Schedules
(a) Florida Tax-Free Income Fund (filed herewith) 195
(b) Florida Tax-Free Money Market Fund (filed herewith) 197
(c) Texas Tax-Free Income Fund (filed herewith) 199
(d) Texas Tax-Free Money Market Fund (filed herewith) 201
15 Plan Adopting Multiple Classes of Shares - Not
Applicable
16 Powers of Attorney
(a) Powers of Attorney for Michael J.C. Roth, Sherron A.
Kirk, John W. Saunders, Jr., George E. Brown,
Howard L. Freeman, Jr., and Richard A. Zucker
dated June 25, 1993 (1)
(b) Power of Attorney for Barbara B. Dreeben dated July 12,
1995 (1)
(c) Power of Attorney for Robert G. Davis dated July 9,
1997 (3)
(d) Power of Attorney for Robert L. Mason dated July 9,
1997 (3)
- -----------------------
(1) Previously filed with Post-Effective Amendment No. 4 of the Registrant
(No. 33-65572 with the Securities and Exchange Commission on July 25,
1995.
(2) Previously filed with Post-Effective Amendment No. 5 of the Registrant
(No. 33-65572 with the Securities and Exchange Commission on July 25,
1996.
(3) Previously filed with Post-Effective Amendment No. 6 of the Registrant
(No. 33-65572 with the Securities and Exchange Commission on July 31,
1997.
- -----------------------
* Refers to sequentially numbered pages
C-9
<PAGE>
EXHIBIT 8(e)
<PAGE>
January 13, 1998
USAA Mutual Fund, Inc.,
USAA Investment Trust,
USAA Tax Exempt Fund, Inc., and
USAA State Tax-Free Trust, on behalf of and for the
benefit of the series
of funds comprising each such Borrower
as set forth on Schedule A hereto
9800 Fredericksburg Road
San Antonio, Texas 78288
Attention: Michael J.C. Roth, President
Gentlemen:
This Facility Agreement Letter (this "Agreement") sets forth the terms and
conditions for loans (each a "Loan" and collectively the "Loans") which USAA
Capital Corporation ("CAPCO") may from time to time make during the period
commencing January 13, 1998 and ending January 12, 1999 (the "Facility Period")
to USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc.,
and USAA State Tax-Free Trust, and each investment company which may become a
party hereto pursuant to the terms of this Agreement (each a "Borrower" and
collectively the "Borrowers"), each of which is executing this Agreement on
behalf of and for the benefit of the series of funds comprising each such
Borrower as set forth on Schedule A hereto (as hereafter modified or amended in
accordance with the terms hereof) (each a "Fund" and collectively the "Funds"),
under a master revolving credit facility (the "Facility"). USAA Investment
Management Company is the Manager and Investment Advisor of each Fund. This
Agreement replaces in its entirety that certain Facility Agreement Letter dated
January 14, 1997, between the Borrowers and CAPCO. CAPCO and the Borrowers
hereby agree as follows:
1. AMOUNT. The aggregate principal amount of the Loans which may be
advanced under this Facility shall not exceed, at any one time outstanding,
Seven Hundred Fifty Million Dollars ($750,000,000). The aggregate principal
amount of the Loans which may be borrowed by a Borrower for the benefit of a
particular Fund under this Facility shall not exceed the borrowing limit (the
"Borrowing Limit") on borrowings applicable to such Fund, as set forth on
Schedule A hereto.
2. PURPOSE AND LIMITATIONS ON BORROWINGS. Each Borrower will use the
proceeds of each Loan made to it solely for temporary or emergency purposes of
the Fund for whose benefit it is borrowing in accordance with such Fund's
Borrowing Limit (Schedule A) and prospectus in effect at the time of such Loan.
Portfolio securities may not be purchased by a Fund while there is a Loan
outstanding under the Facility or any other facility, if the aggregate
<PAGE>
amount of such Loan and any other such loan exceeds 5% of the total assets of
such Fund.
3. BORROWING RATE AND MATURITY OF LOANS. CAPCO may make Loans to a
Borrower and the principal amount of the Loans outstanding from time to time
shall bear interest at a rate per annum equal to the rate at which CAPCO
obtains funding in the capital markets plus a standard mark-up to cover CAPCO's
operating costs (not to exceed 8 basis points). Interest on the Loans shall be
calculated on the basis of a year of 360 days and the actual days elapsed but
shall not exceed the highest lawful rate. Each loan will be for an established
number of days agreed upon by the applicable Borrower and CAPCO.
Notwithstanding the above, all Loans to a Borrower shall be made available at a
rate per annum equal to the rate at which CAPCO would make loans to affiliates
and subsidiaries. Further, if the CAPCO rate exceeds the rate at which a
Borrower could obtain funds pursuant to the NationsBank of Texas, N.A.
("NationsBank") 364-day committed $100,000,000 Master Revolving Credit
Facility, the Borrower will in the absence of predominating circumstances,
borrow from NationsBank. Any past due principal and/or accrued interest shall
bear interest at a rate per annum equal to the aggregate of the Federal Funds
Rate plus 1 percent (100 basis points) and shall be payable on demand.
4. ADVANCES, PAYMENTS, PREPAYMENTS AND READVANCES. Upon each Borrower's
request, and subject to the terms and conditions contained herein, CAPCO may
make Loans to each Borrower on behalf of and for the benefit of its respective
Fund(s) during the Facility Period, and each Borrower may at CAPCO's sole and
absolute discretion, borrow, repay and reborrow funds hereunder. The Loans
shall be evidenced by a duly executed and delivered Master Grid Promissory Note
in the form of Exhibit A. Each Loan shall be in an aggregate amount not less
than One Hundred Thousand United States Dollars (U.S. $100,000) and increments
of One Thousand United States Dollars (U.S. $1,000) in excess thereof. Payment
of principal and interest due with respect to each Loan shall be payable at the
maturity of such Loan and shall be made in funds immediately available to CAPCO
prior to 2 p.m. San Antonio time on the day such payment is due, or as CAPCO
shall otherwise direct from time to time and, subject to the terms and
conditions hereof, may be repaid with the proceeds of a new borrowing
hereunder. Notwithstanding any provision of this Agreement to the contrary, all
Loans, accrued but unpaid interest and other amounts payable hereunder shall be
due and payable upon termination of the Facility (whether by acceleration or
otherwise).
5. FACILITY FEE. As this Facility is uncommitted, no facility fee shall be
charged by CAPCO.
6. OPTIONAL TERMINATION. The Borrowers shall have the right upon at least
three (3) business days prior written notice to CAPCO, to terminate the
Facility.
7. MANDATORY TERMINATION OF THE FACILITY. The Facility, unless extended by
written amendment, shall automatically terminate on the last day of the
Facility Period and any Loans then outstanding (together with accrued interest
thereon and any other amounts owing hereunder) shall be due and payable on such
date.
2
<PAGE>
8. UNCOMMITTED FACILITY. The Borrowers acknowledge that the Facility is an
uncommitted facility and that CAPCO shall have no obligation to make any Loan
requested during the Facility Period under this Agreement. Further, CAPCO shall
not make any Loan if this Facility has been terminated by the Borrowers, or if
at the time of a request for a Loan by a Borrower (on behalf of the applicable
Fund(s)) there exists any Event of Default or condition which, with the passage
of time or giving of notice, or both, would constitute or become an Event of
Default with respect to such Borrower (or such applicable Fund(s)).
9. LOAN REQUESTS. Each request for a Loan (each a "Borrowing Notice")
shall be in writing by the applicable Borrower(s), except that such Borrower(s)
may make an oral request (each an "Oral Request") provided that each Oral
Request shall be followed by a written Borrowing Notice within one business
day. Each Borrowing Notice shall specify the following terms ("Terms") of the
requested Loan: (i) the date on which such Loan is to be disbursed, (ii) the
principal amount of such Loan, (iii) the Borrower(s) which are borrowing such
Loan and the amount of such Loan to be borrowed by each Borrower, (iv) the
Funds for whose benefit the loan is being borrowed and the amount of the Loan
which is for the benefit of each such Fund, and (v) the requested maturity date
of the Loan. Each Borrowing Notice shall also set forth the total assets of
each Fund for whose benefit a portion of the Loan is being borrowed as of the
close of business on the day immediately preceding the date of such Borrowing
Notice. Borrowing notices shall be delivered to CAPCO by 9:00 a.m. San Antonio
time on the day the Loan is requested to be made.
Each Borrowing Notice shall constitute a representation to CAPCO by the
applicable Borrower(s) that all of the representations and warranties in
Section 12 hereof are true and correct as of such date and that no Event of
Default or other condition which with the passage of time or giving of notice,
or both, would result in an Event of Default, has occurred or is occurring.
10. CONFIRMATIONS; CREDITING OF FUNDS; RELIANCE BY CAPCO. Upon receipt by
CAPCO of a Borrowing Notice:
(a) CAPCO shall provide each applicable Borrower written confirmation
of the Terms of such Loan via facsimile or telecopy, as soon as reasonably
practicable; provided, however, that the failure to do so shall not affect the
obligation of any such Borrower;
(b) CAPCO shall make such Loan in accordance with the Terms by
transfer of the Loan amount in immediately available funds, to the account of
the applicable Borrower(s) as specified in EXHIBIT B to this Agreement or as
such Borrower(s) shall otherwise specify to CAPCO in a writing signed by an
Authorized Individual (as defined in Section 11) of such Borrower(s); and
3
<PAGE>
(c) CAPCO shall make appropriate entries on the Note or the records of
CAPCO to reflect the Terms of the Loan; provided, however, that the failure to
do so shall not affect the obligation of any Borrower.
CAPCO shall be entitled to rely upon and act hereunder pursuant to any Oral
Request which it reasonably believes to have been made by the applicable
Borrower through an Authorized Individual. If any Borrower believes that the
confirmation relating to any Loan contains any error or discrepancy from the
applicable Oral Request, such Borrower will promptly notify CAPCO thereof.
11. BORROWING RESOLUTIONS AND OFFICERS CERTIFICATES. Prior to the making
of any Loan pursuant to this Agreement, the Borrowers shall have delivered to
CAPCO (a) the duly executed Note, (b) Resolutions of each Borrower's Trustees
or Board of Directors authorizing such Borrower to execute, deliver and perform
this Agreement and the Note on behalf of the applicable Funds, (c) an Officer's
Certificate in substantially the form set forth in Exhibit D to this Agreement,
authorizing certain individuals ("Authorized Individuals"), to take on behalf
of each Borrower (on behalf of the applicable Funds) actions contemplated by
this Agreement and the Note, and (d) the Opinion of Counsel to USAA Investment
Management Company, Manager and Advisor to the Borrowers, with respect to such
matters as CAPCO may reasonably request.
12. REPRESENTATIONS AND WARRANTIES. In order to induce CAPCO to enter into
this Agreement and to make the Loans provided for hereunder, each Borrower
hereby makes with respect to itself, and as may be relevant, the series of
Funds comprising such Borrower, the following representations and warranties,
which shall survive the execution and delivery hereof and of the Note:
(a) ORGANIZATION, STANDING, ETC. The Borrower is a corporation or
trust duly organized, validly existing, and in good standing under applicable
state laws and has all requisite corporate or trust power and authority to
carry on its respective businesses as now conducted and proposed to be
conducted, to enter into this Agreement and all other documents to be executed
by it in connection with the transactions contemplated hereby, to issue and
borrow under the Note and to carry out the terms hereof and thereof;
(b) FINANCIAL INFORMATION; DISCLOSURE, ETC. The Borrower has furnished
CAPCO with certain financial statements of such Borrower with respect to itself
and the applicable Funds, all of which such financial statements have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis and fairly present the financial position and results of
operations of such Borrower and the applicable Funds on the dates and for the
periods indicated. Neither this Agreement nor any financial statements, reports
or other documents or certificates furnished to CAPCO by such Borrower or the
applicable Funds in connection with the transactions contemplated hereby
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements contained herein or therein in light of
the circumstances when made not misleading;
4
<PAGE>
(c) AUTHORIZATION; COMPLIANCE WITH OTHER INSTRUMENTS. The execution,
delivery and performance of this Agreement and the Note, and borrowings
hereunder, have been duly authorized by all necessary corporate or trust action
of the Borrower and will not result in any violation of or be in conflict with
or constitute a default under any term of the charter, by- laws or trust
agreement of such Borrower or the applicable Funds, or of any borrowing
restrictions or prospectus or statement of additional information of such
Borrower or the applicable Funds, or of any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such
Borrower, or result in the creation of any mortgage, lien, charge or
encumbrance upon any of the properties or assets of such Borrower or the
applicable Funds pursuant to any such term. The Borrower and the applicable
Funds are not in violation of any term of their respective charter, by-laws or
trust agreement, and such Borrower and the applicable Funds are not in
violation of any material term of any agreement or instrument to which they are
a party, or to the best of such Borrower's knowledge, of any judgment, decree,
order, statute, rule or governmental regulation applicable to them;
(d) SEC COMPLIANCE. The Borrower and the applicable Funds are in
compliance in all material respects with all federal and state securities or
similar laws and regulations, including all material rules, regulations and
administrative orders of the Securities and Exchange Commission (the "SEC") and
applicable Blue Sky authorities. The Borrower and the applicable Funds are in
compliance in all material respects with all of the provisions of the
Investment Company Act of 1940, and such Borrower has filed all reports with
the SEC that are required of it or the applicable Funds;
(e) LITIGATION. There is no action, suit or proceeding pending or, to
the best of the Borrower's knowledge, threatened against such Borrower or the
applicable Funds in any court or before any arbitrator or governmental body
which seeks to restrain any of the transactions contemplated by this Agreement
or which, if adversely determined, could have a material adverse effect on the
assets or business operations of such Borrower or the applicable Funds or the
ability of such Borrower and the applicable Funds to pay and perform their
obligations hereunder and under the Notes; and
(f) BORROWERS' RELATIONSHIP TO FUNDS. The assets of each Fund for
whose benefit Loans are borrowed by the applicable Borrower are subject to and
liable for such Loans and are available (except as subordinated to borrowings
under the NationsBank committed facility) to the applicable Borrower for the
repayment of such Loans.
13. AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all
amounts of principal and interest due to CAPCO by a Borrower pursuant to any
Loan made to such Borrower is irrevocably paid in full, and until the Facility
is terminated, such Borrower (for itself and on behalf of its respective Funds)
agrees:
5
<PAGE>
(a) To deliver to CAPCO as soon as possible and in any event within
ninety (90) days after the end of each fiscal year of such Borrower and the
applicable Funds, Statements of Assets and Liabilities, Statements of
Operations and Statements of Changes in Net Assets of each applicable Fund for
such fiscal year, as set forth in each applicable Fund's Annual Report to
shareholders together with a calculation of the maximum amount which each
applicable Fund could borrow under its Borrowing Limit as of the end of such
fiscal year;
(b) To deliver to CAPCO as soon as available and in any event within
seventy-five (75) days after the end of each semiannual period of such Borrower
and the applicable Funds, Statements of Assets and Liabilities, Statement of
Operations and Statements of Changes in Net Assets of each applicable Fund as
of the end of such semiannual period, as set forth in each applicable Funds
Semiannual Report to shareholders, together with a calculation of the maximum
amount which each applicable Fund could borrow under its Borrowing Limit at the
end of such semiannual period;
(c) To deliver to CAPCO prompt notice of the occurrence of any event
or condition which constitutes, or is likely to result in, a change in such
Borrower or any applicable Fund which could reasonably be expected to
materially adversely affect the ability of any applicable Fund to promptly
repay outstanding Loans made for its benefit or the ability of such Borrower to
perform its obligations under this Agreement or the Note;
(d) To do, or cause to be done, all things necessary to preserve and
keep in full force and effect the corporate or trust existence of such Borrower
and all permits, rights and privileges necessary for the conduct of its
businesses and to comply in all material respects with all applicable laws,
regulations and orders, including without limitation, all rules and regulations
promulgated by the SEC;
(e) To promptly notify CAPCO of any litigation, threatened legal
proceeding or investigation by a governmental authority which could materially
affect the ability of such Borrower or the applicable Funds to promptly repay
the outstanding Loans or otherwise perform their obligations hereunder; and
(f) In the event a Loan for the benefit of a particular Fund is not
repaid in full within 10 days after the date it is borrowed, and until such
Loan is repaid in full, to deliver to CAPCO, within two business days after
each Friday occurring after such 10th day, a statement setting forth the total
assets of such Fund as of the close of business on each such Friday.
(g) Upon the request of CAPCO which may be made by CAPCO from time to
time in the event CAPCO in good faith believes that there has been a material
adverse change in the capital markets generally, to deliver to CAPCO, within
two business days after such request, a statement setting forth the total
assets of each Fund for whose benefit a Loan is outstanding on the date of such
request.
6
<PAGE>
14. NEGATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts of
principal and interest due to CAPCO by a Borrower pursuant to any Loan made to
such Borrower is irrevocably paid in full, and until the Facility is
terminated, such Borrower (for itself and on behalf of its respective Funds)
agrees:
(a) Not to incur any indebtedness for borrowed money (other than
pursuant to the One Hundred Million Dollar ($100,000,000) committed Master
Revolving Credit Facility with NationsBank and for overdrafts incurred at the
custodian of the Funds from time to time in the normal course of business)
except the Loans, without the prior written consent of CAPCO, which consent
will not be unreasonably withheld; and
(b) Not to dissolve or terminate its existence, or merge or
consolidate with any other person or entity, or sell all or substantially all
of its assets in a single transaction or series of related transactions (other
than assets consisting of margin stock), each without the prior written consent
of CAPCO, which consent will not be unreasonably withheld; provided that a
Borrower may without such consent merge, consolidate with, or purchase
substantially all of the assets of, or sell substantially all of its assets to,
an affiliated investment company or series thereof, as provided for in Rule
17a-8 of the Investment Company Act of 1940.
15. EVENTS OF DEFAULT. If any of the following events (each an "Event of
Default") shall occur (it being understood that an Event of Default with
respect to one Fund or Borrower shall not constitute an Event of Default with
respect to any other Fund or Borrower):
(a) Any Borrower or Fund shall default in the payment of principal or
interest on any Loan or any other fee due hereunder for a period of five (5)
days after the same becomes due and payable, whether at maturity or with
respect to any Facility Fee at a date fixed for the payment thereof;
(b) Any Borrower or Fund shall default in the performance of or
compliance with any term contained in Section 13 hereof and such default shall
not have been remedied within thirty (30) days after written notice thereof
shall have been given such Borrower or Fund by CAPCO;
(c) Any Borrower or Fund shall default in the performance of or
compliance with any term contained in Section 14 hereof;
(d) Any Borrower or Fund shall default in the performance or
compliance with any other term contained herein and such default shall not have
been remedied within thirty (30) days after written notice thereof shall have
been given such Borrower or Fund by CAPCO;
(e) Any representation or warranty made by a Borrower or Fund herein
or
7
<PAGE>
pursuant hereto shall prove to have been false or incorrect in any material
respect when made;
(f) An event of default shall occur and be continuing under any other
facility; then, in any event, and at any time thereafter, if any Event of
Default shall be continuing, CAPCO may by written notice to the applicable
Borrower or Fund (i) terminate the Facility with respect to such Borrower or
Fund and (ii) declare the principal and interest in respect of any outstanding
Loans with respect to such Borrower or Fund, and all other amounts due
hereunder with respect to such Borrower or Fund, to be immediately due and
payable whereupon the principal and interest in respect thereof and all other
amounts due hereunder shall become forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived by the Borrowers.
16. NEW BORROWERS; NEW FUNDS. So long as no Event of Default or condition
which, with the passage of time or the giving of notice, or both, would
constitute or become an Event of Default has occurred and is continuing, and
with the prior consent of CAPCO, which consent will not be unreasonably
withheld:
(a) Any investment company that becomes part of the same "group of
investment companies" (as that term is defined in Rule 11a-3 under the
Investment Company Act of 1940) as the original Borrowers to this Agreement,
may, by submitting an amended Schedule A and Exhibit B to this Agreement to
CAPCO (which amended Schedule A and Exhibit B shall replace the corresponding
Schedule and Exhibit which are, then a part of this Agreement) and such other
documents as CAPCO may reasonably request, become a party to this Agreement and
may become a "Borrower" hereunder; and
(b) A Borrower may, by submitting an amended Schedule A and Exhibit B
to this Agreement to CAPCO (which amended Schedule A and Exhibit B shall
replace the corresponding Schedule and Exhibit which are then a part of this
Agreement), add additional Funds for whose benefit such Borrower may borrow
Loans. No such amendment of Schedule A to this Agreement shall amend the
Borrowing Limit applicable to any Fund without the prior approval of CAPCO.
17. LIMITED RECOURSE. CAPCO agrees (i) that any claim, liability, or
obligation arising hereunder or under the Note whether on account of the
principal of any Loan, interest thereon, or any other amount due hereunder or
thereunder shall be satisfied only from the assets of the specific Fund for
whose benefit a Loan is borrowed and in any event in an amount not to exceed
the outstanding principal amount of any Loan borrowed for such Fund's benefit,
together with accrued and unpaid interest due and owing thereon, and such
Fund's share of any other amount due hereunder and under the Note (as
determined in accordance with the provisions hereof) and (ii) that no assets of
any fund shall be used to satisfy any claim, liability, or obligation arising
hereunder or under the Note with respect to the outstanding principal amount of
any Loan borrowed for the benefit of any other Fund or any accrued and unpaid
interest due
8
<PAGE>
and owing thereon or such other Fund's share of any other amount due hereunder
and under the Note (as determined in accordance with the provisions hereof).
18. REMEDIES ON DEFAULT. In case any one or more Events of Default shall
occur and be continuing, CAPCO may proceed to protect and enforce its rights by
an action at law, suit in equity or other appropriate proceedings, against the
applicable Borrower(s) and/or Fund(s), as the case may be. In the case of a
default in the payment of any principal or interest on any Loan or in the
payment of any fee due hereunder, the relevant Fund(s) (to be allocated among
such Funds as the Borrowers deem appropriate) shall pay to CAPCO such further
amount as shall be sufficient to cover the cost and expense of collection,
including, without limitation, reasonable attorney's fees and expenses.
19. NO WAIVER OF REMEDIES. No course of dealing or failure or delay on
the part of CAPCO in exercising any right or remedy hereunder or under the Note
shall constitute a waiver of any right or remedy hereunder or under the Note,
nor shall any partial exercise of any right or remedy hereunder or under the
Note preclude any further exercise thereof or the exercise of any other right
or remedy hereunder or under the Note. Such rights and remedies expressly
provided are cumulative and not exclusive of any rights or remedies which CAPCO
would otherwise have.
20. EXPENSES. The Fund(s) (to be allocated among the Funds as the
Borrowers deem appropriate) shall pay on demand all reasonable out-of-pocket
costs and expenses (including reasonable attorney's fees and expenses) incurred
by CAPCO in connection with the collection and any other enforcement
proceedings of or regarding this Agreement, any Loan or the Note.
21. BENEFIT OF AGREEMENT. This Agreement and the Note shall be binding
upon and inure for the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided that no party to this
Agreement or the Note may assign any of its rights hereunder or thereunder
without the prior written consent of the other parties.
22. NOTICES. All notices hereunder and all written, facsimile or
telecopied confirmations of Oral Requests made hereunder shall be sent to the
Borrowers as indicated on EXHIBIT B and to CAPCO as indicated on EXHIBIT C.
23. MODIFICATIONS. No provision of this Agreement or the Note may be
waived, modified or discharged except by mutual written agreement of all
parties. THIS WRITTEN LOAN AGREEMENT AND THE NOTE REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
24. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by
and
9
<PAGE>
construed in accordance with the laws of the state of Texas without regard to
the choice of law provisions thereof.
25. TRUST DISCLAIMER. Neither the shareholders, trustees, officers,
employees and other agents of any Borrower or Fund shall be personally bound by
or liable for any indebtedness, liability or obligation hereunder or under the
Note nor shall resort be had to their private property for the satisfaction of
any obligation or claim hereunder.
If this letter correctly reflects your agreement with us, please execute both
copies hereof and return one to us, whereupon this Agreement shall be binding
upon the Borrowers, the Funds and CAPCO.
Sincerely,
USAA CAPITAL CORPORATION
By: /s/ LAURIE B. BLANK
----------------------------
Laurie B. Blank
Vice President-Treasurer
AGREED AND ACCEPTED this 13th
Day of January, 1998.
USAA MUTUAL FUND, INC.,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to this Agreement
By: /s/ MICHAEL J.C. ROTH
----------------------------
Michael J.C. Roth
President
USAA INVESTMENT TRUST,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to this Agreement
By: /s/ MICHAEL J.C. ROTH
----------------------------
Michael J.C. Roth
President
10
<PAGE>
USAA TAX EXEMPT FUND, INC.,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to this Agreement
By: /s/ MICHAEL J.C. ROTH
----------------------------
Michael J.C. Roth
President
USAA STATE TAX-FREE TRUST,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to this Agreement
By: /s/ MICHAEL J.C. ROTH
----------------------------
Michael J.C. Roth
President
11
<PAGE>
SCHEDULE A
FUNDS FOR WHOSE BENEFIT LOANS CAN
BE BORROWED UNDER FACILITY AGREEMENT
BORROWER FUNDS BORROWING LIMIT
USAA Mutual Fund, Inc. USAA Aggressive Growth 5% of Total Assets
USAA Growth & Income "
USAA Income Stock "
USAA Short-Term Bond "
USAA Money Market "
USAA Growth "
USAA Income "
USAA S&P 500 Index "
USAA Science & Technology "
USAA First Start Growth "
USAA Investment Trust USAA Cornerstone Strategy "
USAA Gold "
USAA International "
USAA World Growth "
USAA GNMA Trust "
USAA Treasury Money Market Trust "
USAA Emerging Markets "
USAA Growth and Tax Strategy "
USAA Balanced Strategy "
USAA Growth Strategy "
USAA Income Strategy "
USAA Tax Exempt Fund, Inc. USAA Long-Term "
USAA Intermediate-Term "
USAA Short-Term "
USAA Tax Exempt Money Market "
USAA California Bond "
USAA California Money Market "
USAA New York Bond "
USAA New York Money Market "
USAA Virginia Bond "
USAA Virginia Money Market "
USAA State Tax-Free Trust USAA Florida Tax-Free Income "
USAA Florida Tax-Free Money Market "
USAA Texas Tax-Free Income "
USAA Texas Tax-Free Money Market "
.16901
<PAGE>
EXHIBIT A
MASTER GRID PROMISSORY NOTE
U.S. $750,000,000 Dated: January 13, 1998
FOR VALUE RECEIVED, each of the undersigned (each a "Borrower" and
collectively the "Borrowers"), severally and not jointly, on behalf of and for
the benefit of the series of funds comprising each such Borrower as listed on
Schedule A to the Agreement as defined below (each a "Fund" and collectively
the "Funds") promises to pay to the order of USAA Capital Corporation ("CAPCO")
at CAPCO's office located at 9800 Fredericksburg Road, San Antonio, Texas
78288, in lawful money of the United States of America, in immediately
available funds, the principal amount of all Loans made by CAPCO to such
Borrower for the benefit of the applicable Funds under the Facility Agreement
Letter dated January 13, 1998 (as amended or modified, the "Agreement"), among
the Borrowers and CAPCO, together with interest thereon at the rate or rates
set forth in the Agreement. All payments of interest and principal outstanding
shall be made in accordance with the terms of the Agreement.
This Note evidences Loans made pursuant to, and is entitled to the
benefits of, the Agreement. Terms not defined in this Note shall be as set
forth in the Agreement.
CAPCO is authorized to endorse the particulars of each Loan evidenced
hereby on the attached Schedule and to attach additional Schedules as
necessary, provided that the failure of CAPCO to do so or to do so accurately
shall not affect the obligations of any Borrower (or the Fund for whose benefit
it is borrowing) hereunder.
Each Borrower waives all claims to presentment, demand, protest, and
notice of dishonor. Each Borrower agrees to pay all reasonable costs of
collection, including reasonable attorney's fees in connection with the
enforcement of this Note.
CAPCO hereby agrees (i) that any claim, liability, or obligation arising
hereunder or under the Agreement whether on account of the principal of any
Loan, interest thereon, or any other amount due hereunder or thereunder shall
be satisfied only from the assets of the specific Fund for whose benefit a Loan
is borrowed and in any event in an amount not to exceed the outstanding
principal amount of any Loan borrowed for such Fund's benefit, together with
accrued and unpaid interest due and owing thereon, and such Fund's share of any
other amount due hereunder and under the Agreement (as determined in accordance
with the provisions of the Agreement) and (ii) that no assets of any Fund shall
be used to satisfy any claim, liability, or obligation arising hereunder or
under the Agreement with respect to the outstanding principal amount of any
Loan borrowed for the benefit of any other Fund or any accrued and unpaid
<PAGE>
interest due and owing thereon or such other Fund's share of any other amount
due hereunder and under the Agreement (as determined in accordance with the
provisions of the Agreement).
Neither the shareholders, trustees, officers, employees and other agents
of any Borrower or Fund shall be personally bound by or liable for any
indebtedness, liability or obligation hereunder or under the Note nor shall
resort be had to their private property for the satisfaction of any obligation
or claim hereunder.
Loans under the Agreement and this Note are subordinated to loans made
under the $100,000,000 364-day committed Master Revolving Credit Facility
Agreement between the Borrowers and NationsBank of Texas, N.A. (NationsBank),
dated January 14, 1998, in the manner and to the extent set forth in the
Agreement among the Borrowers, CAPCO and NationsBank, dated January 14, 1998.
This Note shall be governed by the laws of the state of Texas.
USAA MUTUAL FUND, INC.,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to the Agreement
By: /s/ MICHAEL J.C. ROTH
----------------------------
Michael J.C. Roth
President
USAA INVESTMENT TRUST,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to the Agreement
By: /s/ MICHAEL J.C. ROTH
----------------------------
Michael J.C. Roth
President
<PAGE>
USAA TAX EXEMPT FUND, INC.,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to the Agreement
By: /s/ MICHAEL J.C. ROTH
----------------------------
Michael J.C. Roth
President
USAA STATE TAX-FREE TRUST,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to the Agreement
By: /s/ MICHAEL J.C. ROTH
----------------------------
Michael J.C. Roth
President
.16901
<PAGE>
LOANS AND PAYMENT OF PRINCIPAL
This schedule (grid) is attached to and made a part of the Promissory Note
dated January 13, 1998, executed by USAA MUTUAL FUND, INC., USAA INVESTMENT
TRUST, USAA TAX EXEMPT FUND, INC. AND USAA STATE TAX-FREE TRUST on behalf of
and for the benefit of the series of funds comprising each such Borrower
payable to the order of USAA CAPITAL CORPORATION.
[GRID]
Date of Loan
Borrower
and Fund
Amount of
Loan
Type of Rate and
Interest Rate on Date
of Borrowing
Amount of
Principal Repaid
Date of
Repayment
Other
Expenses
Notation made
by
<PAGE>
EXHIBIT B
USAA CAPITAL CORPORATION
MASTER REVOLVING
CREDIT FACILITY AGREEMENT
BORROWER INFORMATION SHEET
BORROWER: USAA MUTUAL FUND, INC., USAA INVESTMENT TRUST, USAA TAX EXEMPT FUND,
INC. AND USAA STATE TAX-FREE TRUST
ADDRESS FOR NOTICES AND OTHER COMMUNICATIONS TO THE BORROWER:
9800 Fredericksburg Road
San Antonio, Texas 78288 (For Federal Express, 78240)
Attention: John W. Saunders, Jr.
Senior Vice President,
Fixed Income Investments
Telephone: (210) 498-7320
Telecopy: (210) 498-5689
Harry W. Miller
Senior Vice President,
Equity Investments
Telephone: (210) 498-7344
Telecopy: (210) 498-7332
ADDRESS FOR BORROWING AND PAYMENTS:
9800 Fredericksburg Road
San Antonio, Texas 78288
Attention: Caryl J. Swann
Telephone: (210) 498-7472
Telecopy: (210) 498-0382 or 498-7819
Telex: 767424
INSTRUCTIONS FOR PAYMENTS TO BORROWER:
WE PAY VIA: __X__FED FUNDS ____CHIPS
<PAGE>
TO: (PLEASE PLACE BANK NAME, CORRESPONDENT NAME (IF APPLICABLE), CHIPS AND/OR
FED FUNDS ACCOUNT NUMBER BELOW)
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
ABA #011-00-0028
USAA MUTUAL FUND, INC.
- ----------------------
USAA Aggressive Growth Fund Acct.# 6938-502-9
- -----------------------------------------------------------------
USAA Growth & Income Fund Acct.# 6938-519-3
- -----------------------------------------------------------------
USAA Income Stock Fund Acct.# 6938-495-6
- -----------------------------------------------------------------
USAA Short-Term Bond Fund Acct.# 6938-517-7
- -----------------------------------------------------------------
USAA Money Market Fund Acct.# 6938-498-0
- -----------------------------------------------------------------
USAA Growth Fund Acct.# 6938-490-7
- -----------------------------------------------------------------
USAA Income Fund Acct.# 6938-494-9
- -----------------------------------------------------------------
USAA S&P 500 Index Fund Acct.# 6938-478-2
- -----------------------------------------------------------------
USAA Science & Technology Fund Acct.# 6938-515-1
- -----------------------------------------------------------------
USAA First Start Growth Fund Acct.# 6938-468-3
- -----------------------------------------------------------------
USAA INVESTMENT TRUST
- ---------------------
USAA Cornerstone Strategy Fund Acct.# 6938-487-3
- -----------------------------------------------------------------
USAA Gold Fund Acct.# 6938-488-1
- -----------------------------------------------------------------
USAA International Fund Acct.# 6938-497-2
- -----------------------------------------------------------------
USAA World Growth Fund Acct.# 6938-504-5
- -----------------------------------------------------------------
USAA GNMA Trust Acct.# 6938-486-5
- -----------------------------------------------------------------
USAA Treasury Money Market Trust Acct.# 6938-493-1
- -----------------------------------------------------------------
USAA Emerging Markets Fund Acct.# 6938-501-1
- -----------------------------------------------------------------
USAA Growth and Tax Strategy Fund Acct.# 6938-509-4
- -----------------------------------------------------------------
USAA Balanced Strategy Fund Acct.# 6938-507-8
- -----------------------------------------------------------------
<PAGE>
USAA Growth Strategy Fund Acct.# 6938-510-2
- -----------------------------------------------------------------
USAA Income Strategy Fund Acct.# 6938-508-6
- -----------------------------------------------------------------
USAA TAX EXEMPT FUND, INC.
- --------------------------
USAA Long-Term Fund Acct.# 6938-492-3
- -----------------------------------------------------------------
USAA Intermediate-Term Fund Acct.# 6938-496-4
- -----------------------------------------------------------------
USAA Short-Term Fund Acct.# 6938-500-3
- -----------------------------------------------------------------
USAA Tax Exempt Money Market Fund Acct.# 6938-514-4
- -----------------------------------------------------------------
USAA California Bond Fund Acct.# 6938-489-9
- -----------------------------------------------------------------
USAA California Money Market Fund Acct.# 6938-491-5
- -----------------------------------------------------------------
USAA New York Bond Fund Acct.# 6938-503-7
- -----------------------------------------------------------------
USAA New York Money Market Fund Acct.# 6938-511-0
- -----------------------------------------------------------------
USAA Virginia Bond Fund Acct.# 6938-512-8
- -----------------------------------------------------------------
USAA Virginia Money Market Fund Acct.# 6938-513-6
- -----------------------------------------------------------------
USAA STATE TAX-FREE TRUST
- -------------------------
USAA Florida Tax-Free Income Fund Acct.# 6938-473-3
- -----------------------------------------------------------------
USAA Florida Tax-Free Money Market Fund Acct.# 6938-467-5
- -----------------------------------------------------------------
USAA Texas Tax-Free Income Fund Acct.# 6938-602-7
- -----------------------------------------------------------------
USAA Texas Tax-Free Money Market Fund Acct.# 6938-601-9
- -----------------------------------------------------------------
.16901
<PAGE>
EXHIBIT C
ADDRESS FOR USAA CAPITAL CORPORATION
USAA Capital Corporation
9800 Fredericksburg Road
San Antonio, Texas 78288
Attention: Laurie B. Blank
Telephone No.: (210) 498-0825
Telecopy No.: (210) 498-6566
.16901
<PAGE>
EXHIBIT D
OFFICER'S CERTIFICATE
The undersigned hereby certifies that he is the duly elected Secretary of USAA
Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and USAA
State Tax-Free Trust and that he is authorized to execute this Certificate on
behalf of USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund,
Inc. and USAA State Tax-Free Trust. The undersigned hereby further certifies to
the following:
The following individuals are duly authorized to act on behalf of USAA Mutual
Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and USAA State
Tax-Free Trust, by transmitting telephonic, telex, or telecopy instructions and
other communications with regard to borrowing and payments pursuant to the
uncommitted Master Revolving Credit Agreement with USAA Capital Corporation.
The signature set opposite the name of each individual below is that
individual's genuine signature.
NAME OFFICE SIGNATURE
- ---- ------ ---------
Michael J.C. Roth President /s/ Michael J.C. Roth
-------------------------
John W. Saunders, Jr. Senior Vice President,
Fixed Income Investments /s/ John W. Saunders, Jr.
-------------------------
Harry W. Miller Senior Vice President,
Equity Investments /s/ Harry W. Miller
-------------------------
Kenneth E. Willmann Vice President,
Mutual Fund Portfolios /s/ Kenneth E. Willmann
-------------------------
David G. Peebles Vice President,
Equity Investments /s/ David G. Peebles
-------------------------
Sherron A. Kirk Vice President,
Controller /s/ Sherron A. Kirk
-------------------------
Caryl J. Swann Manager,
Mutual Fund Accounting /s/ Caryl J. Swann
-------------------------
IN WITNESS WHEREOF, I have executed this Certificate as of this 13th day of
January, 1998.
/s/ MICHAEL D. WAGNER
------------------------
MICHAEL D. WAGNER
Secretary
<PAGE>
I, Michael J.C. Roth, President of USAA Mutual Fund, Inc., USAA Investment
Trust, USAA Tax Exempt Fund, Inc. And USAA State Tax-Free Trust hereby certify
that Michael D. Wagner is, and has been at all times since a date prior to the
date of this Certificate, the duly elected, qualified, and acting Secretary of
USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. And
USAA State Tax-Free Trust and that the signature set forth above is his true
and correct signature.
DATE: January 13, 1998 /s/ MICHAEL D. WAGNER
------------------------
MICHAEL J.C. ROTH
President
.16901
<PAGE>
EXHIBIT 8(f)
<PAGE>
January 14, 1998
USAA Mutual Fund, Inc.,
USAA Investment Trust,
USAA Tax Exempt Fund, Inc., and
USAA State Tax-Free Trust, on behalf of and for the
benefit of the series
of funds comprising each such Borrower
as set forth on Schedule A hereto
9800 Fredericksburg Road
San Antonio, Texas 78288
Attention: Michael J.C. Roth, President
Gentlemen:
This Facility Agreement Letter (this "Agreement") sets forth the terms and
conditions for loans (each a "Loan" and collectively the "Loans") which
NationsBank of Texas, N.A. (the "Bank") agrees to make during the period
commencing January 14, 1998 and ending January 13, 1999 (the "Facility Period")
to USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc.,
and USAA State Tax-Free Trust, and each investment company which may become a
party hereto pursuant to the terms of this Agreement (each a "Borrower" and
collectively the "Borrowers"), each of which is executing this Agreement on
behalf of and for the benefit of the series of funds comprising each such
Borrower as set forth on Schedule A hereto (as hereafter modified or amended in
accordance with the terms hereof) (each a "Fund" and collectively the "Funds"),
under a master revolving credit facility (the "Facility"). This Agreement
replaces in its entirety that certain Facility Agreement Letter dated January
15, 1997, as heretofore amended or modified, between the Borrowers and the
Bank. The Bank and the Borrowers hereby agree as follows:
1. AMOUNT. The aggregate principal amount of the Loans to be advanced
under this Facility shall not exceed, at any one time outstanding, One Hundred
Million United States Dollars (U.S. $100,000,000) (the "Commitment"). The
aggregate principal amount of the Loans which may be
<PAGE>
borrowed by a Borrower for the benefit of a particular Fund under the Facility
and the Other Facility (hereinafter defined) shall not exceed the percentage
(the "Borrowing Limit") of the total assets of such Fund as set forth on
Schedule A hereto.
2. PURPOSE AND LIMITATIONS ON BORROWINGS. Each Borrower will use the
proceeds of each Loan made to it solely for temporary or emergency purposes of
the Fund for whose benefit it is borrowing in accordance with such Fund's
Borrowing Limit and prospectus in effect at the time of such Loan. Portfolio
securities may not be purchased by a Fund while there is a Loan outstanding
under the Facility and/or a loan outstanding under the Other Facility for the
benefit of such Fund, if the aggregate amount of such Loan and such other loan
exceeds 5% of the total assets of such Fund. The Borrowers will not, and will
not permit any Fund to, directly or indirectly, use any proceeds of any Loan
for any purpose which would violate any provision of any applicable statute,
regulation, order or restriction, including, without limitation, Regulation U,
Regulation T, Regulation X or any other regulation of the Board of Governors of
the Federal Reserve System or the Securities Exchange Act of 1934, as amended.
If requested by the Bank, the Borrowers will promptly furnish the Bank with a
statement in conformity with the requirements of Federal Reserve Form U-1 as
referred to in Regulation U.
3. BORROWING RATE AND MATURITY OF LOANS. The principal amount of the
Loans outstanding from time to time shall bear interest at a rate per annum
equal to, at the option of the applicable Borrower(s), (i) the aggregate of the
Federal Funds Rate (as defined below) plus .125 of one percent (1%) (12.5 basis
points) or (ii) the aggregate of the London Interbank Offered Rate (as defined
below) plus 12.5 basis points. The rate of interest payable on such
outstanding amounts shall change on each date that the Federal Funds Rate shall
change. Interest on the Loans shall be calculated on the basis of a year of
360 days and the actual days elapsed but shall not exceed the highest lawful
rate. Each Loan will be for an established number of days to be agreed upon
by the applicable Borrower(s) and the Bank and, in the absence of such
agreement, will mature on the earlier of three months after the date of such
Loan or the last day of the Facility Period. The term "Federal Funds Rate,"
as used herein, shall mean the overnight rate for Federal funds transactions
between member banks of the Federal Reserve System, as published by the Federal
Reserve Bank of New York or, if not so published, as determined in good faith
by the Bank in accordance with its customary practices; and the term "London
Interbank Offered Rate," as used herein, shall mean the rate per
<PAGE>
annum at which United States dollar deposits are offered by the Bank in the
London interbank market at approximately 11:00 a.m. London time two business
days prior to the first day of the interest period (of 7 or 14 days or one, two
or three months as selected by the Borrower(s)) for which the London Interbank
Offered Rate is to be in effect, as adjusted by the Bank in good faith and in
accordance with its customary practices for any reserve costs imposed on the
Bank under Federal Reserve Board Regulation D with respect to "Euro-currency
Liabilities". The London Interbank Offered Rate shall not be available
hereunder if it would be unlawful for the Bank to make or maintain Loans based
on such rate or if such rate does not, in the good faith judgment of the Bank,
fairly reflect the cost to the Bank of making or maintaining Loans. The London
Interbank Offered Rate shall not be available for any interest period which, if
such rate were available, would begin after the occurrence and during the
continuation of an Event of Default (as defined below). Any past due principal
and/or accrued interest shall bear interest at a rate per annum equal to the
aggregate of the Federal Funds Rate plus 1.125 percent (112.5 basis points) and
shall be payable on demand. If the applicable Borrowers do not affirmatively
elect to have a Loan or Loans bear interest based on the London Interbank
Offered Rate at least two business days prior to the first day of a possible
interest period applicable thereto, such Loan or Loans shall bear interest
based on the Federal Funds Rate until such election is affirmatively made.
4. ADVANCES, PAYMENTS, PREPAYMENTS AND READVANCES. Upon each Borrower's
request, and subject to the terms and conditions contained herein, the Bank
shall make Loans to each Borrower on behalf of and for the benefit of its
respective Fund(s) during the Facility Period, and each Borrower may borrow,
repay and reborrow funds hereunder. The Loans shall be evidenced by a duly
executed and delivered Master Grid Promissory Note in the form of EXHIBIT A.
Each Loan shall be in an aggregate amount not less than One Hundred Thousand
United States Dollars (U.S. $100,000) and increments of One Thousand United
States Dollars (U.S. $1,000) in excess thereof. Payment of principal and
interest due with respect to each Loan shall be payable at the maturity of such
Loan and shall be made in funds immediately available to the Bank prior to 2
p.m. Dallas time on the day such payment is due, or as the Bank shall otherwise
direct from time to time and, subject to the terms and conditions hereof, may
be repaid with the proceeds of a new borrowing hereunder. Notwithstanding any
provision of this Agreement to the contrary, all Loans, accrued but unpaid
interest and other amounts payable hereunder shall be due and payable upon
termination of the Facility (whether by
<PAGE>
acceleration or otherwise). If any Loan bearing interest based on the London
Interbank Offered Rate is repaid or prepaid other than on the last day of an
interest period applicable thereto, the Fund which is the beneficiary of such
Loan shall pay to the Bank promptly upon demand such amount as the Bank
determines in good faith is necessary to compensate the Bank for any reasonable
cost or expense incurred by the Bank as a result of such repayment or
prepayment in connection with the reemployment of funds in an amount equal to
such repayment or prepayment. Whenever the Bank seeks to assess for any such
cost or expense it will provide a certificate as the Borrower(s) shall
reasonably request.
5. FACILITY FEE. Beginning with the date of this Agreement and until
such time as all Loans have been irrevocably repaid to the Bank in full, and
the Bank is no longer obligated to make Loans, the Funds (to be allocated
among the Funds as the Borrowers deem appropriate) shall pay to the Bank a
facility fee (the "Facility Fee") in the amount of .05 of one percent (5 basis
points) of the amount of the Commitment, as it may be reduced pursuant to
section 6. The Facility Fee shall be payable quarterly in arrears beginning
March 31, 1998, and upon termination of the Facility (whether by acceleration
or otherwise).
6. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENT. The Borrowers shall
have the right upon at least three (3) business days prior written notice to
the Bank, to terminate or reduce the unused portion of the Commitment. Any
such reduction of the Commitment shall be in the amount of Five Million United
States Dollars (U.S. $5,000,000) or any larger integral multiple of One Million
United States Dollars (U.S. $1,000,000) (except that any reduction may be in
the aggregate amount of the unused Commitment). Accrued fees with respect to
the terminated Commitment shall be payable to the Bank on the effective date of
such termination.
7. MANDATORY TERMINATION OF COMMITMENT. The Commitment shall
automatically terminate on the last day of the Facility Period and any Loans
then outstanding (together with accrued interest thereon and any other amounts
owing hereunder) shall be due and payable on such date.
8. COMMITTED FACILITY. The Bank acknowledges that the Facility is a
committed facility and that the Bank shall be obligated to make any Loan
requested during the Facility Period under this Agreement, subject to the
<PAGE>
terms and conditions hereof; provided, however, that the Bank shall not be
obligated to make any Loan if this Facility has been terminated by the
Borrowers, or if at the time of a request for a Loan by a Borrower (on behalf
of the applicable Fund(s)) there exists any Event of Default or condition
which, with the passage of time or giving of notice, or both, would constitute
or become an Event of Default with respect to such Borrower (or such applicable
Fund(s)).
9. LOAN REQUESTS. Each request for a Loan (each a "Borrowing Notice")
shall be in writing by the applicable Borrower(s), except that such Borrower(s)
may make an oral request (each an "Oral Request") provided that each Oral
Request shall be followed by a written Borrowing Notice within one business
day. Each Borrowing Notice shall specify the following terms ("Terms") of the
requested Loan: (i) the date on which such Loan is to be disbursed, (ii) the
principal amount of such Loan, (iii) the Borrower(s) which are borrowing such
Loan and the amount of such Loan to be borrowed by each Borrower, (iv) the
Funds for whose benefit the Loan is being borrowed and the amount of the Loan
which is for the benefit of each such Fund, (v) whether such Loan shall bear
interest at the Federal Funds Rate or the London Interbank Offered Rate, and
(vi) the requested maturity date of the Loan. Each Borrowing Notice shall also
set forth the total assets of each Fund for whose benefit a portion of the Loan
is being borrowed as of the close of business on the day immediately preceding
the date of such Borrowing Notice. Borrowing Notices shall be delivered to the
Bank by 1:00 p.m. Dallas time on the day the Loan is requested to be made if
such Loan is to bear interest based on the Federal Funds Rate or by 10:00 a.m.
Dallas time on the second business day before the Loan is requested to be made
if such Loan is to bear interest based on the London Interbank Offered Rate.
Each Borrowing Notice shall constitute a representation to the Bank by the
applicable Borrower(s) that all of the representations and warranties in
Section 12 hereof are true and correct as of such date and that no Event of
Default or other condition which with the passage of time or giving of notice,
or both, would result in an Event of Default, has occurred or is occurring.
10. CONFIRMATIONS; CREDITING OF FUNDS; RELIANCE BY THE BANK. Upon
receipt by the Bank of a Borrowing Notice:
(a) The Bank shall send each applicable Borrower written
confirmation of the Terms of such Loan via facsimile or telecopy, as soon
<PAGE>
as reasonably practicable; provided, however, that the failure to do so shall
not affect the obligation of any such Borrower;
(b) The Bank shall make such Loan in accordance with the Terms by
transfer of the Loan amount in immediately available funds, to the account of
the applicable Borrower(s) as specified in EXHIBIT B to this Agreement or as
such Borrower(s) shall otherwise specify to the Bank in a writing signed by an
Authorized Individual (as defined in Section 11) of such Borrower(s) and sent
to the Bank via facsimile or telecopy; and
(c) The Bank shall make appropriate entries on the Note or the
records of the Bank to reflect the Terms of the Loan; provided, however, that
the failure to do so shall not affect the obligation of any Borrower.
The Bank shall be entitled to rely upon and act hereunder pursuant to any Oral
Request which it reasonably believes to have been made by the applicable
Borrower through an Authorized Individual. If any Borrower believes that the
confirmation relating to any Loan contains any error or discrepancy from the
applicable Oral Request, such Borrower will promptly notify the Bank thereof.
11. BORROWING RESOLUTIONS AND OFFICERS' CERTIFICATES; SUBORDINATION
AGREEMENT. Prior to the making of any Loan pursuant to this Agreement, the
Borrowers shall have delivered to the Bank (a) the duly executed Note, (b)
resolutions of each Borrower's Trustees or Board of Directors authorizing such
Borrower to execute, deliver and perform this Agreement and the Note on behalf
of the applicable Funds, (c) an Officer's Certificate in substantially the form
set forth in EXHIBIT D to this Agreement, authorizing certain individuals
("Authorized Individuals"), to take on behalf of each Borrower (on behalf of
the applicable Funds) actions contemplated by this Agreement and the Note, (d)
a subordination agreement in substantially the form set forth in EXHIBIT E to
this Agreement, and (e) the opinion of counsel to USAA Investment Management
Company, manager and advisor to the Borrowers, with respect to such matters as
the Bank may reasonably request.
12. REPRESENTATIONS AND WARRANTIES. In order to induce the Bank to enter
into this Agreement and to make the Loans provided for hereunder, each Borrower
hereby makes with respect to itself, and as may be relevant, the series of
Funds comprising such Borrower the following representations and
<PAGE>
warranties, which shall survive the execution and delivery hereof and of the
Note:
(a) ORGANIZATION, STANDING, ETC. The Borrower is a corporation or
trust duly organized, validly existing, and in good standing under applicable
state laws and has all requisite corporate or trust power and authority to
carry on its respective businesses as now conducted and proposed to be
conducted, to enter into this Agreement and all other documents to be executed
by it in connection with the transactions contemplated hereby, to issue and
borrow under the Note and to carry out the terms hereof and thereof;
(b) FINANCIAL INFORMATION; DISCLOSURE, ETC. The Borrower has
furnished the Bank with certain financial statements of such Borrower with
respect to itself and the applicable Funds, all of which such financial
statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis and fairly present the financial
position and results of operations of such Borrower and the applicable Funds on
the dates and for the periods indicated. Neither this Agreement nor any
financial statements, reports or other documents or certificates furnished to
the Bank by such Borrower or the applicable Funds in connection with the
transactions contemplated hereby contain any untrue statement of a material
fact or omit to state any material fact necessary to make the statements
contained herein or therein in light of the circumstances when made not
misleading;
(c) AUTHORIZATION; COMPLIANCE WITH OTHER INSTRUMENTS. The
execution, delivery and performance of this Agreement and the Note, and
borrowings hereunder, have been duly authorized by all necessary corporate or
trust action of the Borrower and will not result in any violation of or be in
conflict with or constitute a default under any term of the charter, by-laws or
trust agreement of such Borrower or the applicable Funds, or of any borrowing
restrictions or prospectus or statement of additional information of such
Borrower or the applicable Funds, or of any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such
Borrower, or result in the creation of any mortgage, lien, charge or
encumbrance upon any of the properties or assets of such Borrower or the
applicable Funds pursuant to any such term. The Borrower and the applicable
Funds are not in violation of any term of their respective charter, by-laws or
trust
<PAGE>
agreement, and such Borrower and the applicable Funds are not in violation of
any material term of any agreement or instrument to which they are a party, or
to the best of such Borrower's knowledge, of any judgment, decree, order,
statute, rule or governmental regulation applicable to them;
(d) SEC COMPLIANCE. The Borrower and the applicable Funds are in
compliance in all material respects with all federal and state securities or
similar laws and regulations, including all material rules, regulations and
administrative orders of the Securities and Exchange Commission (the "SEC") and
applicable Blue Sky authorities. The Borrower and the applicable Funds are in
compliance in all material respects with all of the provisions of the
Investment Company Act of 1940, and such Borrower has filed all reports with
the SEC that are required of it or the applicable Funds;
(e) LITIGATION. There is no action, suit or proceeding pending or,
to the best of the Borrower's knowledge, threatened against such Borrower or
the applicable Funds in any court or before any arbitrator or governmental body
which seeks to restrain any of the transactions contemplated by this Agreement
or which, if adversely determined, could have a material adverse effect on the
assets or business operations of such Borrower or the applicable Funds or the
ability of such Borrower and the applicable Funds to pay and perform their
obligations hereunder and under the Notes; and
(f) BORROWERS' RELATIONSHIP TO FUNDS. The assets of each Fund for
whose benefit Loans are borrowed by the applicable Borrower are subject to and
liable for such Loans and are available to the applicable Borrower for the
repayment of such Loans.
13. AFFIRMATIVE COVENANTS OF THE BORROWERS. Until such time as all
amounts of principal and interest due to the Bank by a Borrower pursuant to any
Loan made to such Borrower is irrevocably paid in full, and until the Bank is
no longer obligated to make Loans to such Borrower, such Borrower (for itself
and on behalf of its respective Funds) agrees:
(a) To deliver to the Bank as soon as possible and in any event
within ninety (90) days after the end of each fiscal year of such Borrower and
the applicable Funds, Statements of Assets and Liabilities,
<PAGE>
Statements of Operations and Statements of Changes in Net Assets of each
applicable Fund for such fiscal year, as set forth in each applicable Fund's
Annual Report to shareholders together with a calculation of the maximum
amount which each applicable Fund could borrow under its Borrowing Limit as of
the end of such fiscal year;
(b) To deliver to the Bank as soon as available and in any event
within seventy-five (75) days after the end of each semiannual period of such
Borrower and the applicable Funds, Statements of Assets and Liabilities,
Statements of Operations and Statements of Changes in Net Assets of each
applicable Fund as of the end of such semiannual period, as set forth in each
applicable Fund's Semiannual Report to shareholders, together with a
calculation of the maximum amount which each applicable Fund could borrow under
its Borrowing Limit at the end of such semiannual period;
(c) To deliver to the Bank prompt notice of the occurrence of any
event or condition which constitutes, or is likely to result in, a change in
such Borrower or any applicable Fund which could reasonably be expected to
materially adversely affect the ability of any applicable Fund to promptly
repay outstanding Loans made for its benefit or the ability of such Borrower to
perform its obligations under this Agreement or the Note;
(d) To do, or cause to be done, all things necessary to preserve and
keep in full force and effect the corporate or trust existence of such Borrower
and all permits, rights and privileges necessary for the conduct of its
businesses and to comply in all material respects with all applicable laws,
regulations and orders, including without limitation, all rules and regulations
promulgated by the SEC;
(e) To promptly notify the Bank of any litigation, threatened legal
proceeding or investigation by a governmental authority which could materially
affect the ability of such Borrower or the applicable Funds to promptly repay
the outstanding Loans or otherwise perform their obligations hereunder;
(f) In the event a Loan for the benefit of a particular Fund is not
repaid in full within 10 days after the date it is borrowed, and until such
Loan is repaid in full, to deliver to the Bank, within two business
<PAGE>
days after each Friday occurring after such 10th day, a statement setting forth
the total assets of such Fund as of the close of business on each such Friday;
and
(g) Upon the request of the Bank, which may be made by the Bank
from time to time in the event the Bank in good faith believes that there has
been a material adverse change in the capital markets generally, to deliver to
the Bank, within two business days after such request, a statement setting
forth the total assets of each Fund for whose benefit a Loan is outstanding on
the date of such request.
14. NEGATIVE COVENANTS OF THE BORROWERS. Until such time as all amounts
of principal and interest due to the Bank by a Borrower pursuant to any Loan
made to such Borrower is irrevocably paid in full, and until the Bank is no
longer obligated to make Loans to such Borrower, such Borrower (for itself and
on behalf of its respective Funds) agrees:
(a) Not to incur any indebtedness for borrowed money (other than
pursuant to a $750,000,000 uncommitted master revolving credit facility with
USAA Capital Corporation (the "Other Facility") and overdrafts incurred at the
custodian of the Funds from time to time in the ordinary course of business)
except the Loans, without the prior written consent of the Bank, which consent
will not be unreasonably withheld; and
(b) Not to dissolve or terminate its existence, or merge or
consolidate with any other person or entity, or sell all or substantially all
of its assets in a single transaction or series of related transactions (other
than assets consisting of margin stock), each without the prior written consent
of the Bank, which consent will not be unreasonably withheld; provided that a
Borrower may without such consent merge, consolidate with, or purchase
substantially all of the assets of, or sell substantially all of its assets to,
an affiliated investment company or series thereof, as provided for in Rule
17a-8 of the Investment Company Act of 1940.
15. EVENTS OF DEFAULT. If any of the following events (each an "Event of
Default") shall occur (it being understood that an Event of Default with
respect to one Fund or Borrower shall not constitute an Event of Default with
respect to any other Fund or Borrower):
<PAGE>
(a) Any Borrower or Fund shall default in the payment of principal
or interest on any Loan or any other fee due hereunder for a period of five (5)
days after the same becomes due and payable, whether at maturity or with
respect to the Facility Fee at a date fixed for the payment thereof;
(b) Any Borrower or Fund shall default in the performance of or
compliance with any term contained in Section 13 hereof and such default shall
not have been remedied within thirty (30) days after written notice thereof
shall have been given such Borrower or Fund by the Bank;
(c) Any Borrower or Fund shall default in the performance of or
compliance with any term contained in Section 14 hereof;
(d) Any Borrower or Fund shall default in the performance or
compliance with any other term contained herein and such default shall not have
been remedied within thirty (30) days after written notice thereof shall have
been given such Borrower or Fund by the Bank;
(e) Any representation or warranty made by a Borrower or Fund herein
or pursuant hereto shall prove to have been false or incorrect in any material
respect when made;
(f) USAA Investment Management Company or any successor manager or
investment adviser, provided that such successor is a wholly-owned subsidiary
of USAA Capital Corporation, shall cease to be the Manager and investment
advisor of each Fund; or
(g) An event of default shall occur and be continuing under the
Other Facility;
then, in any event, and at any time thereafter, if any Event of Default shall
be continuing, the Bank may by written notice to the applicable Borrower or
Fund (i) terminate its commitment to make any Loan hereunder, whereupon said
commitment shall forthwith terminate without any other notice of any kind with
respect to such Borrower or Fund and (ii) declare the principal and interest in
respect of any outstanding Loans with respect to such Borrower or Fund, and all
other amounts due hereunder with respect to such Borrower or Fund, to be
immediately due and payable whereupon the principal and interest in respect
thereof and all other amounts due hereunder shall become
<PAGE>
forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are expressly waived by the Borrowers.
16. NEW BORROWERS; NEW FUNDS. So long as no Event of Default or
condition which, with the passage of time or the giving of notice, or both,
would constitute or become an Event of Default has occurred and is continuing,
and with the prior consent of the Bank, which consent will not be unreasonably
withheld:
(a) Any investment company that becomes part of the same "group of
investment companies" (as that term is defined in Rule 11a-3 under the
Investment Company Act of 1940) as the original Borrowers to this Agreement,
may, by submitting an amended Schedule A and Exhibit B to this Agreement to the
Bank (which amended Schedule A and Exhibit B shall replace the Schedule A and
Exhibit B which are then a part of this Agreement) and such other documents as
the Bank may reasonably request, become a party to this Agreement and may
become a "Borrower" hereunder; and
(b) A Borrower may, by submitting an amended Schedule A and Exhibit
B to this Agreement to the Bank (which amended Schedule A and Exhibit B shall
replace the Schedule A and Exhibit B which are then a part of this Agreement),
add additional Funds for whose benefit such Borrower may borrow Loans. No such
amendment of Schedule A to this Agreement shall amend the Borrowing Limit
applicable to any Fund without the prior consent of the Bank.
17. LIMITED RECOURSE. The Bank agrees (i) that any claim, liability, or
obligation arising hereunder or under the Note whether on account of the
principal of any Loan, interest thereon, or any other amount due hereunder or
thereunder shall be satisfied only from the assets of the specific Fund for
whose benefit a Loan is borrowed and in any event in an amount not to exceed
the outstanding principal amount of any Loan borrowed for such Fund's benefit,
together with accrued and unpaid interest due and owing thereon, and such
Fund's share of any other amount due hereunder and under the Note (as
determined in accordance with the provisions hereof) and (ii) that no assets of
any Fund shall be used to satisfy any claim, liability, or obligation arising
hereunder or under the Note with respect to the outstanding principal amount
of any Loan borrowed for the benefit of any other Fund or any accrued and
unpaid interest due and owing thereon or such other Fund's share of any other
<PAGE>
amount due hereunder and under the Note (as determined in accordance with the
provisions hereof).
18. REMEDIES ON DEFAULT. In case any one or more Events of Default shall
occur and be continuing, the Bank may proceed to protect and enforce its rights
by an action at law, suit in equity or other appropriate proceedings, against
the applicable Borrower(s) and/or Fund(s), as the case may be. In the case of
a default in the payment of any principal or interest on any Loan or in the
payment of any fee due hereunder, the relevant Fund(s) (to be allocated among
such Funds as the Borrowers deem appropriate) shall pay to the Bank such
further amount as shall be sufficient to cover the cost and expense of
collection, including, without limitation, reasonable attorney's fees and
expenses.
19. NO WAIVER OF REMEDIES. No course of dealing or failure or delay on
the part of the Bank in exercising any right or remedy hereunder or under the
Note shall constitute a waiver of any right or remedy hereunder or under the
Note, nor shall any partial exercise of any right or remedy hereunder or under
the Note preclude any further exercise thereof or the exercise of any other
right or remedy hereunder or under the Note. Such rights and remedies
expressly provided are cumulative and not exclusive of any rights or remedies
which the Bank would otherwise have.
20. EXPENSES. The Fund(s) (to be allocated among the Funds as the
Borrowers deem appropriate) shall pay on demand all reasonable out-of-pocket
costs and expenses (including reasonable attorney's fees and expenses) incurred
by the Bank in connection with the collection and any other enforcement
proceedings of or regarding this Agreement, any Loan or the Note.
21. BENEFIT OF AGREEMENT. This Agreement and the Note shall be binding
upon and inure for the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided that no party to this
Agreement or the Note may assign any of its rights hereunder or thereunder
without the prior written consent of the other parties. The Bank may not sell
participations and subparticipations in all or any part of the Loans made
hereunder without the prior consent of the Borrowers, which consent shall not
be unreasonably withheld.
22. NOTICES. All notices hereunder and all written, facsimiled or
telecopied confirmations of Oral Requests made hereunder shall be sent to the
<PAGE>
Borrowers as indicated on EXHIBIT B and to the Bank as indicated on EXHIBIT C.
Written communications shall be deemed to have been duly given and made as
follows: If sent by mail, seventy-two (72) hours after deposit in the mail
with first-class postage prepaid, addressed as provided in EXHIBIT B (the
Borrowers) and EXHIBIT C (the Bank); and in the case of facsimile or telecopy,
when the facsimile or telecopy is received if on a business day or otherwise on
the next business day.
23. MODIFICATIONS. No provision of this Agreement or the Note may be
waived, modified or discharged except by mutual written agreement of all
parties. THIS WRITTEN LOAN AGREEMENT AND THE NOTE REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
24. INCREASED COST AND REDUCED RETURN. If at any time after the date
hereof, the Bank (which shall include, for purposes of this Section, any
corporation controlling the Bank) determines that the adoption or modification
of any applicable law regarding the Bank's required levels of reserves, other
than the reserve requirement taken into account when computing the London
Interbank Offered Rate as provided in Section 3, or capital (including any
allocation of capital requirements or conditions), or similar requirements, or
any interpretation or administration thereof by a governmental body or
compliance by the Bank with any of such requirements, has or would have the
effect of (a) increasing the Bank's costs relating to the Loans, or (b)
reducing the yield or rate of return of the Bank on the Loans, to a level below
that which the Bank could have achieved but for the adoption or modification of
any such requirements, the Funds (to be allocated among the Funds as the
Borrowers deem appropriate) shall, within fifteen (15) days of any request by
the Bank, pay to the Bank such additional amounts as (in the Bank's sole
judgment, after good faith and reasonable computation) will compensate the Bank
for such increase in costs or reduction in yield or rate of return of the Bank.
Whenever the Bank shall seek compensation for any increase in costs or
reduction in yield or rate of return, the Bank shall provide a certificate as
the Borrower(s) shall reasonably request. Failure by the Bank to demand
payment within 90 days of any additional amounts payable hereunder shall
constitute a waiver of the Bank's right to demand payment of such amounts at
any subsequent time. Nothing herein contained shall be construed or so operate
as to require the
<PAGE>
Borrowers or the Funds to pay any interest, fees, costs or charges greater than
is permitted by applicable law.
25. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by
and construed in accordance with the laws of the state of Texas without regard
to the choice of law provisions thereof.
26. TRUST DISCLAIMER. Neither the shareholders, trustees, officers,
employees and other agents of any Borrower or Fund shall be personally bound by
or liable for any indebtedness, liability or obligation hereunder or under the
Note nor shall resort be had to their private property for the satisfaction of
any obligation or claim hereunder.
If this letter correctly reflects your agreement with us, please execute both
copies hereof and return one to us, whereupon this Agreement shall be binding
upon the Borrowers, the Funds and the Bank.
Sincerely,
NATIONSBANK OF TEXAS, N.A.
By: /s/ Mary P. Riggins
-------------------------
Title: Vice President
AGREED AND ACCEPTED:
USAA MUTUAL FUND, INC.,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to this Agreement
By: /s/ Michael J.C. Roth
-------------------------
Michael J.C. Roth
President
<PAGE>
USAA INVESTMENT TRUST,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to this Agreement
By: /s/ Michael J.C. Roth
-------------------------
Michael J.C. Roth
President
USAA TAX EXEMPT FUND, INC.,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to this Agreement
By: /s/ Michael J.C. Roth
-------------------------
Michael J.C. Roth
President
USAA STATE TAX-FREE TRUST,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to this Agreement
By: /s/ Michael J.C. Roth
-------------------------
Michael J.C. Roth
President
<PAGE>
SCHEDULE A
FUNDS FOR WHOSE BENEFIT LOANS CAN
BE BORROWED UNDER FACILITY AGREEMENT
AND BORROWING LIMIT
MAXIMUM PERCENT OF THE
TOTAL ASSETS WHICH CAN
BE BORROWED UNDER FACILITY
BORROWER FUNDS AGREEMENT AND OTHER FACILITY
- -------- ----- ----------------------------
USAA Mutual Fund, Inc. USAA Aggressive Growth 25%
USAA Growth & Income 25
USAA Income Stock 25
USAA Short-Term Bond 25
USAA Money Market 25
USAA Growth 25
USAA Income 25
USAA S&P 500 Index 25
USAA Science & Technology 25
USAA First Start Growth 25
USAA Investment Trust USAA Cornerstone Strategy 25
USAA Gold 25
USAA International 25
USAA World Growth 25
USAA GNMA Trust 25
USAA Treasury Money Market Trust 25
USAA Emerging Markets 25
USAA Growth and Tax Strategy 25
USAA Growth Strategy 25
USAA Income Strategy 25
USAA Balanced Strategy 25
USAA Tax Exempt Fund, Inc. USAA Long-Term 15
USAA Intermediate-Term 15
USAA Short-Term 15
USAA Tax Exempt Money Market 15
USAA California Bond 15
USAA California Money Market 15
USAA New York Bond 15
USAA New York Money Market 15
USAA Virginia Bond 15
USAA Virginia Money Market 15
USAA State Tax-Free Trust USAA Florida Tax-Free Income 15
USAA Florida Tax-Free Money Market 15
USAA Texas Tax-Free Income 15
USAA Texas Tax-Free Money Market 15
<PAGE>
EXHIBIT A
MASTER GRID PROMISSORY NOTE
U.S. $100,000,000 Dated: January 14, 1998
FOR VALUE RECEIVED, each of the undersigned (each a "Borrower" and
collectively the "Borrowers"), severally and not jointly, on behalf of and for
the benefit of the series of funds comprising each such Borrower as listed on
Schedule A to the Agreement as defined below (each a "Fund" and collectively
the "Funds") promises to pay to the order of NATIONSBANK OF TEXAS, N.A. (the
"Bank") at the Bank's office located at 901 Main Street, Dallas, Dallas County,
Texas 75202, in lawful money of the United States of America, in immediately
available funds, the principal amount of all Loans made by the Bank to such
Borrower for the benefit of the applicable Funds under the Facility Agreement
Letter dated January 14, 1998 (as amended or modified, the "Agreement"), among
the Borrowers and the Bank, together with interest thereon at the rate or rates
set forth in the Agreement. All payments of interest and principal outstanding
shall be made in accordance with the terms of the Agreement.
This Note evidences Loans made pursuant to, and is entitled to the
benefits of, the Agreement. Terms not defined in this Note shall be as set
forth in the Agreement.
The Bank is authorized to endorse the particulars of each Loan evidenced
hereby on the attached Schedule and to attach additional Schedules as
necessary, provided that the failure of the Bank to do so or to do so
accurately shall not affect the obligations of any Borrower (or the Fund for
whose benefit it is borrowing) hereunder.
Each Borrower waives all claims to presentment, demand, protest, and
notice of dishonor. Each Borrower agrees to pay all reasonable costs of
collection, including reasonable attorney's fees in connection with the
enforcement of this Note.
The Bank hereby agrees (i) that any claim, liability, or obligation
arising hereunder or under the Agreement whether on account of the principal of
any Loan, interest thereon, or any other amount due hereunder or thereunder
shall be satisfied only from the assets of the specific Fund for whose benefit
a Loan is borrowed and in any event in an amount not to exceed the outstanding
principal amount of any Loan borrowed for such Fund's benefit, together with
accrued and unpaid interest due and owing thereon, and such Fund's share of any
other amount due hereunder and under the Agreement (as determined in accordance
with the provisions of the Agreement) and (ii) that no assets of any Fund shall
be used to satisfy any claim, liability, or obligation arising hereunder or
under the Agreement with respect to the outstanding principal amount of any
Loan borrowed for the benefit of any other Fund or any accrued and unpaid
interest due and owing thereon or such other Fund's share of any other amount
due hereunder and under the Agreement (as determined in accordance with the
provisions of the Agreement).
<PAGE>
Neither the shareholders, trustees, officers, employees and other agents
of any Borrower or Fund shall be personally bound by or liable for any
indebtedness, liability or obligation hereunder or under the Note nor shall
resort be had to their private property for the satisfaction of any obligation
or claim hereunder.
This Note shall be governed by the laws of the state of Texas.
USAA MUTUAL FUND, INC.,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to the Agreement
By: /s/ Michael J.C. Roth
-------------------------------
Michael J.C. Roth
President
USAA INVESTMENT TRUST,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to the Agreement
By: /s/ Michael J.C. Roth
-------------------------------
Michael J.C. Roth
President
USAA TAX EXEMPT FUND, INC.,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to the Agreement
By: /s/ Michael J.C. Roth
-------------------------------
Michael J.C. Roth
President
USAA STATE TAX-FREE TRUST,
on behalf of and for the benefit
of its series of Funds as set forth
on Schedule A to the Agreement
By: /s/ Michael J.C. Roth
-------------------------------
Michael J.C. Roth
President
<PAGE>
LOANS AND PAYMENT OF PRINCIPAL
This schedule (grid) is attached to and made a part of the Promissory Note
dated January 14, 1998, executed by USAA MUTUAL FUND, INC., USAA INVESTMENT
TRUST, USAA TAX EXEMPT FUND, INC. AND USAA STATE TAX-FREE TRUST on behalf of
and for the benefit of the series of funds comprising each such Borrower
payable to the order of NATIONSBANK OF TEXAS, N.A.
[GRID}
Date of
Loan
Borrower
and Fund
Amount of
Loan
Type of Rate and
Interest Rate on Date
of Borrowing
Amount of
Principal Repaid
Date of
Repayment
Other
Expenses
Notation
made by
<PAGE>
EXHIBIT B
NATIONSBANK OF TEXAS, N.A.
MASTER REVOLVING
CREDIT FACILITY AGREEMENT
BORROWER INFORMATION SHEET
BORROWER: USAA MUTUAL FUND, INC., USAA INVESTMENT TRUST, USAA
TAX EXEMPT FUND, INC. AND USAA STATE TAX-FREE TRUST
ADDRESS FOR NOTICES AND OTHER COMMUNICATIONS TO THE BORROWER:
9800 Fredericksburg Road
San Antonio, Texas 78288 (for Federal Express, 78240)
Attention: John W. Saunders, Jr.
Senior Vice President,
Fixed Income Investments
Telephone: (210) 498-7320
Telecopy: (210) 498-5689
Harry W. Miller
Senior Vice President,
Equity Investments
Telephone: (210) 498-7344
Telecopy: (210) 498-7332
ADDRESS FOR BORROWING AND PAYMENTS:
9800 Fredericksburg Road
San Antonio, Texas 78288 (for Federal Express, 78240)
Attention: Caryl J. Swann
Telephone: (210) 498-7472
Telecopy: (210) 498-0382 or 498-7819
Telex: 767424
INSTRUCTIONS FOR PAYMENTS TO BORROWER:
WE PAY VIA: X FED FUNDS CHIPS
------- -------
<PAGE>
TO: (PLEASE PLACE BANK NAME, CORESPONDENT NAME (IF APPLICABLE),
CHIPS AND/OR FED FUNDS ACCOUNT NUMBER BELOW)
STATE STREET BANK AND TRUST COMPANY, BOSTON, MASSACHUSETTS
ABA #011-00-0028
USAA MUTUAL FUND, INC.
- ----------------------
USAA Aggressive Growth Fund Acct.# 6938-502-9
- -------------------------------------------------------------------------
USAA Growth & Income Fund Acct.# 6938-519-3
- -------------------------------------------------------------------------
USAA Income Stock Fund Acct.# 6938-495-6
- -------------------------------------------------------------------------
USAA Short-Term Bond Fund Acct.# 6938-517-7
- -------------------------------------------------------------------------
USAA Money Market Fund Acct.# 6938-498-0
- -------------------------------------------------------------------------
USAA Growth Fund Acct.# 6938-490-7
- -------------------------------------------------------------------------
USAA Income Fund Acct.# 6938-494-9
- -------------------------------------------------------------------------
USAA S&P 500 Index Fund Acct.# 6938-478-2
- -------------------------------------------------------------------------
USAA Science & Technology Fund Acct.# 6938-515-1
- -------------------------------------------------------------------------
USAA First Start Growth Fund Acct.# 6938-468-3
- -------------------------------------------------------------------------
USAA INVESTMENT TRUST
- ---------------------
USAA Cornerstone Strategy Fund Acct.# 6938-487-3
- -------------------------------------------------------------------------
USAA Gold Fund Acct.# 6938-488-1
- -------------------------------------------------------------------------
USAA International Fund Acct.# 6938-497-2
- -------------------------------------------------------------------------
USAA World Growth Fund Acct.# 6938-504-5
- -------------------------------------------------------------------------
USAA GNMA Trust Acct.# 6938-486-5
- -------------------------------------------------------------------------
USAA Treasury Money Market Trust Acct.# 6938-493-1
- -------------------------------------------------------------------------
USAA Emerging Markets Fund Acct.# 6938-501-1
- -------------------------------------------------------------------------
USAA Growth and Tax Strategy Fund Acct.# 6938-509-4
- -------------------------------------------------------------------------
<PAGE>
USAA Growth Strategy Fund Acct.# 6938-510-2
- -------------------------------------------------------------------------
USAA Income Strategy Fund Acct.# 6938-508-6
- -------------------------------------------------------------------------
USAA Balanced Strategy Fund Acct.# 6938-507-8
- -------------------------------------------------------------------------
USAA TAX EXEMPT FUND, INC.
- --------------------------
USAA Long-Term Fund Acct.# 6938-492-3
- -------------------------------------------------------------------------
USAA Intermediate-Term Fund Acct.# 6938-496-4
- -------------------------------------------------------------------------
USAA Short-Term Fund Acct.# 6938-500-3
- -------------------------------------------------------------------------
USAA Tax Exempt Money Market Fund Acct.# 6938-514-4
- -------------------------------------------------------------------------
USAA California Bond Fund Acct.# 6938-489-9
- -------------------------------------------------------------------------
USAA California Money Market Fund Acct.# 6938-491-5
- -------------------------------------------------------------------------
USAA New York Bond Fund Acct.# 6938-503-7
- -------------------------------------------------------------------------
USAA New York Money Market Fund Acct.# 6938-511-0
- -------------------------------------------------------------------------
USAA Virginia Bond Fund Acct.# 6938-512-8
- -------------------------------------------------------------------------
USAA Virginia Money Market Fund Acct.# 6938-513-6
- -------------------------------------------------------------------------
USAA STATE TAX-FREE TRUST
- -------------------------
USAA Florida Tax-Free Income Fund Acct.# 6938-473-3
- -------------------------------------------------------------------------
USAA Florida Tax-Free Money Market Fund Acct.# 6938-467-5
- -------------------------------------------------------------------------
USAA Texas Tax-Free Income Fund Acct.# 6938-602-7
- -------------------------------------------------------------------------
USAA Texas Tax-Free Money Market Fund Acct.# 6938-601-9
- -------------------------------------------------------------------------
<PAGE>
EXHIBIT C
ADDRESS FOR THE BANK
NationsBank of Texas, N.A.
901 Main Street
66th Floor
Dallas, Texas 75202
Attention: Mary Pat Riggins
Telephone No.: (214) 508-0585
Telecopy No.: (214) 508-0604
<PAGE>
EXHIBIT D
OFFICER'S CERTIFICATE
The undersigned hereby certifies that he is the duly elected Secretary of USAA
Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and USAA
State Tax-Free Trust and that he is authorized to execute this Certificate on
behalf of USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund,
Inc. and USAA State Tax-Free Trust. The undersigned hereby further certifies
to the following:
The following individuals are duly authorized to act on behalf of USAA Mutual
Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and USAA State
Tax-Free Trust, by transmitting telephonic, telex, or telecopy instructions and
other communications with regard to borrowings and payments pursuant to the
Master Revolving Credit Facility Agreement with NationsBank of Texas, N.A. The
signature set opposite the name of each individual below is that individual's
genuine signature.
NAME OFFICE SIGNATURE
Michael J. C. Roth President /s/ Michael J.C. Roth
---------------------------
John W. Saunders, Jr. Senior Vice President
Fixed Income Investments /s/ John W. Saunders, Jr.
---------------------------
Harry W. Miller Senior Vice President
Equity Investments /s/ Harry W. Miller
---------------------------
Kenneth E. Willmann Vice President
Mutual Fund Portfolios /s/ Kenneth E. Willmann
---------------------------
David G. Peebles Vice President
Equity Investments /s/ David G. Peebles
---------------------------
Sherron A. Kirk Vice President
Controller /s/ Sherron A. Kirk
---------------------------
Caryl J. Swann Manager
Mutual Fund Accounting /s/ Caryl J. Swann
---------------------------
<PAGE>
IN WITNESS WHEREOF, I have executed the Certificate as of this 14th day of
January, 1998.
/s/ Michael D. Wagner
---------------------------
MICHAEL D. WAGNER
Secretary
I, Michael J. C. Roth, President of USAA Mutual Fund, Inc., USAA Investment
Trust, USAA Tax Exempt Fund, Inc. and USAA State Tax-Free Trust hereby certify
that Michael D. Wagner is, and has been at all times since a date prior to the
date of this Certificate, the duly elected, qualified, and acting Secretary of
USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc. and
USAA State Tax-Free Trust and that the signature set forth above is his true
and correct signature.
DATE: January 14, 1998
/s/ Michael J.C. Roth
---------------------------
MICHAEL J. C. ROTH
President
<PAGE>
Subordination EXHIBIT E
NationsBank of Texas, N.A. Agreement
This is an agreement among: Dated: January 14, 1998
Name and Address of Lender (Including County):
NationsBank of Texas, N.A.
901 Main Street
Dallas, Dallas County, Texas 75202
(Lender)
Name and Address of Borrower:
USAA Mutual Fund, Inc.
USAA Investment Trust
USAA Tax Exempt Fund, Inc.
USAA State Tax-Free Trust
9800 Fredericksburg Road
San Antonio, Texas 78288
(Debtor)
Name and Address of Creditor:
USAA Capital Corporation
9800 Fredericksburg Road
San Antonio, Texas 78288
(Creditor)
1. Background. Debtor is or may be indebted to Lender pursuant to that
certain Facility Agreement Letter dated January 14, 1998 between Debtor and
Lender ("Senior Facility Agreement"). Debtor also is or may be indebted to
Creditor pursuant to that certain Facility Agreement Letter dated January
13, 1998 between Debtor and Creditor ("Subordinated Facility Agreement").
All debt (as hereinafter defined) under the Senior Facility Agreement is
hereinafter referred to as "senior debt" and all debt (as hereinafter
defined) under the Subordinated Facility Agreement is hereinafter referred
to as "subordinated debt".
2. Definition of Debt. The term "debt" as used in the terms "senior debt" and
"subordinated debt" means all debts, obligations and liabilities, now or
hereafter existing, direct or indirect, absolute or contingent, joint or
several, secured or unsecured, due or not due, contractual or tortious,
liquidated or unliquidated, arising by operation of law or otherwise,
irrespective of the person in whose favor such debt may originally have
been created and regardless of the manner in which such debt has been or
may hereafter be acquired by Lender or Creditor, as the case may be, and
includes all costs incurred to obtain, preserve, perfect or enforce any
security interest, lien or mortgage, or to collect any debt or to maintain,
preserve, collect and enforce any collateral, and interest on such amounts.
3. Subordination of Debt. Until senior debt has been paid in full, Debtor
will not pay and Creditor will not accept any payment on subordinated debt
at any time that an Event of Default (as defined in the Senior Facility
Agreement) has occurred and is continuing in respect of senior debt.
Anything of value received by Creditor on account of subordinated debt in
violation of this agreement will be held by Creditor in trust and
immediately will be turned over to Lender in the form received to be
applied by Lender on senior debt.
4. Remedies of Creditor. Until all senior debt has been paid in full, without
Lender's permission, Creditor will not be a party to any action or
proceeding against any person to recover subordinated debt. Upon written
request of Lender, Creditor will file any claim or proof of claim or take
any other action to collect subordinated debt in any bankruptcy,
receivership, liquidation, reorganization or other proceeding for relief of
debtors or in connection with Debtor's insolvency, or in liquidation or
marshaling of Debtor's assets or liabilities, or in any probate proceeding,
and if any distribution shall be made to Creditor, Creditor will hold the
same in trust for Lender and immediately pay to Lender, in the form
received to be applied on senior debt, all money or other assets received
in any such proceedings on account of subordinated debt until senior debt
shall have been paid in full. If Creditor shall fail to take any such
action when requested by Lender, Lender may enforce this agreement or as
attorney in fact for Creditor and Debtor may take any such action on
Creditor's behalf. Creditor hereby irrevocably appoints Lender Creditor's
attorney in fact to take any such action that Lender might request Creditor
to take hereunder, and to sue for, compromise, collect and receive all such
money and other assets and take any other action in Lender's own name or in
Creditor's name that Lender shall consider advisable for enforcement and
collection of subordinated debt, and to apply any amounts received on
senior debt.
5. Modifications. At any time and from time to time, without Creditor's
consent or notice to Creditor and without liability to Creditor and without
releasing or impairing any of Lender's rights against Creditor or any of
Creditor's obligations hereunder, Lender may take additional or other
security for senior debt; release, exchange, subordinated or lose any
security for senior debt; release any person obligated on senior debt,
modify, amend or waive compliance with any agreement relating to senior
debt; grant any adjustment, indulgence or forbearance to, or compromise
with, any person liable for senior debt; neglect, delay, omit, fail or
refuse to take or prosecute any action for collection of any senior debt or
to foreclose upon any collateral or take or prosecute any action on any
agreement securing any senior debt.
6. Subordination of Liens. Creditor subordinates and makes inferior to any
security interests, liens or mortgages now or hereafter securing senior
debt all security interests, liens, or mortgages now or hereafter securing
subordinated debt. Any foreclosure against any property securing senior
debt shall foreclose, extinguish and discharge all security interests,
liens and mortgages securing subordinated debt, and any purchaser at any
such foreclosure sale shall take title to the property so sold free of all
security interest, liens and mortgages securing subordinated debt.
7. Statement of Subordination; Assignment by Creditor; Additional Instruments.
Debtor and Creditor will cause any instrument evidencing or securing
subordinated debt to bear upon its face a statement that such instrument is
subordinated to senior debt as set forth herein and will take all actions
and execute all documents appropriate to carry out this agreement.
Creditor will notify Lender not less than 10 days before any assignment of
any subordinated debt.
8. Assignment by Lender. Lender's rights under this agreement may be assigned
in connection with any assignment or transfer of any senior debt.
9. Venue. Debtor and Creditor agree that this agreement is performable in the
county of Lender's address set out above.
10. Cumulative Rights; Waivers. This instrument is cumulative o f all other
rights and securities of the Lender. No waiver by Lender of any right
hereunder, with respect to a particular payment, shall affect or impair its
rights in any matters thereafter occurring.
11. Successors and Assigns. This instrument is binding upon and shall inure to
the benefit of the heirs, executors, administrators, successors and assigns
of each of the parties hereto, but Creditor covenants that it will not
assign subordinated debt, or any part thereof, without making the rights
and interests of the assignee subject in all respects to the terms of this
instrument.
12. Termination. This agreement shall terminate upon the termination of the
Senior Facility Agreement and repayment in full of the senior debt.
(Lender) (Debtor) (Creditor)
NationsBank of Texas, N.A. USAA Mutual Fund, Inc. USAA Capital Corporation
USAA Investment Trust
USAA Tax Exempt Fund, Inc.
USAA State Tax-Free Trust
By /s/ Mary P. Riggins By /s/ Michael J.C. Roth By /s/ Laurie B. Blank
Its Vice President Its President Its Treasurer
<PAGE>
GOODWIN, PROCTER & HOAR
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
Telephone (617) 570-1000
Telecopier (617) 523-1231
May 21, 1998
USAA State Tax-Free Trust
USAA Building
9800 Fredericksburg Road
San Antonio, Texas 78288
Ladies and Gentlemen:
We hereby consent to the reference in Post-Effective Amendment No. 7
(the "Amendment") to the Registration Statement (No. 33-65572) on Form N-1A of
USAA State Tax-Free Trust (the "Registrant"), a Delaware business trust, to our
opinion with respect to the legality of the shares of the Registrant
representing interests in the Florida Tax-Free Income Fund, Florida Tax-Free
Money Market Fund, Texas Tax-Free Income Fund and the Texas Tax-Free Money
Market Fund series of the Registrant, which opinion was filed with
Post-Effective Amendment No. 4 to the Registration Statement.
We also hereby consent to the reference to this firm in the
statements of additional information under the heading "General Information--
Counsel" which form a part of the Amendment and to the filing of this consent
as an exhibit to the Amendment.
Very truly yours,
/S/ Goodwin, Procter & Hoar LLP
--------------------------------
GOODWIN, PROCTER & HOAR LLP
Exhibit 10
The Shareholders and Board of Trustees
USAA State Tax-Free Trust:
We consent to the use of our reports dated May 8, 1998, on the financial
statements of the Florida Tax-Free Income, Florida Tax-Free Money Market, Texas
Tax-Free Income, and Texas Tax-Free Money Market Funds, separate Funds of USAA
State Tax-Free Trust (the Trust), incorporated herein by reference and to the
references to our firm under the headings "Financial Highlights" in the
prospectuses and "Independent Auditors" in the statements of additional
information.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG PEAT MARWICK LLP
San Antonio, Texas
May 28, 1998
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