SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ALL-AMERICAN TERM TRUST INC.
(Name of Registrant as Specified In Its Charter)
(Same as Above)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).*
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
------------------
* $125 per Registrant per Investment Company Act Rule 20a-1(c) previously
paid.
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
ALL-AMERICAN TERM TRUST INC.
---------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 1995
---------------------
TO THE SHAREHOLDERS:
The annual meeting of shareholders of All-American Term Trust Inc.
('Trust') will be held on May 18, 1995 at 10:00 a.m., eastern time, at 1285
Avenue of the Americas, 38th Floor, Room A, New York, New York 10019 for the
following purposes:
(1) To elect five directors to serve until the annual meeting of
shareholders in 1996, or until their successors are elected and qualified;
(2) To ratify the selection of Ernst & Young LLP as the Trust's
independent auditors for the fiscal year ending January 31, 1996; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
You are entitled to vote at the meeting and any adjournments thereof if you
owned Trust shares at the close of business on March 24, 1995. If you attend the
meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE PAID ENVELOPE.
By order of the board of directors,
DIANNE E. O'DONNELL
Secretary
March 31, 1995
1285 Avenue of the Americas
New York, New York 10019
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED. If you sign, date
and return the proxy card but give no voting instructions, your shares will
be voted 'FOR' the nominees for director named in the attached proxy
statement and 'FOR' all other proposals noticed above. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE TRUST OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY CARD PROMPTLY. UNLESS PROXY CARDS
SUBMITTED BY CORPORATIONS AND PARTNERSHIPS ARE SIGNED BY THE APPROPRIATE
PERSONS AS INDICATED IN THE VOTING INSTRUCTIONS ON THE PROXY CARD, THEY WILL
NOT BE VOTED.
<PAGE>
ALL-AMERICAN TERM TRUST INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
---------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 1995
---------------------
This statement is furnished to the shareholders of All-American Term Trust
Inc. ('Trust') in connection with the board of directors' solicitation of
proxies to be used at the annual meeting of the shareholders of the Trust to be
held on May 18, 1995, or any adjournment or adjournments thereof.
A majority of the shares outstanding on March 24, 1995, represented in
person or by proxy, must be present for the transaction of business at the
meeting. In the event that a quorum is not present at the annual meeting, or if
a quorum is present at the annual meeting but sufficient votes to approve any of
the proposals are not received, the persons named as proxies may propose one or
more adjournments of the annual meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the annual meeting in person or by proxy. The
persons named as proxies will vote those proxies which they are entitled to vote
FOR any such proposal in favor of such an adjournment, and will vote those
proxies required to be voted AGAINST any such proposal against such adjournment.
A shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.
Abstentions and broker non-votes (see below) will be counted as shares
present for purposes of determining whether a quorum is present but will not be
voted for or against any adjournment. Accordingly, abstentions and broker
non-votes effectively will be a vote against adjournment. Broker non-votes are
shares held in street name for which the broker indicates that instructions have
not been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority.
Abstentions and broker non-votes will not be counted, however, as votes cast for
purposes of determining whether sufficient votes have been received to approve a
proposal.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you give no voting instructions, your shares will be voted
in favor of the five nominees for directors named herein and in favor of the
remaining proposals described in this proxy statement. The proxy card may be
revoked by giving another proxy or by letter or telegram revoking your proxy. To
be effective, such revocation must be received by the Trust prior to the meeting
and must indicate your name and account number. In addition, if you attend the
meeting in person you may, if you wish, vote by ballot at the meeting, thereby
canceling any proxy previously given.
As of the record date, March 24, 1995, the Trust had 13,706,667 shares of
common stock outstanding. The solicitation of proxies, the cost of which will be
borne by the Trust, will be made primarily by mail but also may include
telephone or oral communications by regular employees of Mitchell Hutchins Asset
Management Inc. ('Mitchell Hutchins') or PaineWebber Incorporated
('PaineWebber'), who will not receive any compensation therefor from the Trust.
Management does not know of any person who owns beneficially 5% or more of the
shares of the Trust. Each full share of the Trust outstanding is entitled to one
vote and each fractional share of the Trust outstanding is entitled to a
proportionate share of one vote for such purposes. This proxy statement will
first be mailed to shareholders on or about March 31, 1995. The Trust's annual
report containing financial statements for the fiscal year ended January 31,
1995 is being mailed concurrently with this proxy statement.
Mitchell Hutchins serves as the Trust's investment adviser and
administrator. Mitchell Hutchins is a wholly owned subsidiary of PaineWebber,
which is a wholly owned subsidiary of Paine Webber Group Inc.
<PAGE>
('PW Group'), a publicly held financial services holding company. PaineWebber
acts as a dealer and secondary market-maker in connection with over-the-counter
secondary market sales of the Trust's common stock. The principal business
address of each of Mitchell Hutchins, PaineWebber and PW Group is 1285 Avenue of
the Americas, New York, New York 10019.
PROPOSAL 1. ELECTION OF DIRECTORS
Proposal 1 relates to the election of directors of the Trust. Management
proposes the election of the five nominees named in the table below as directors
of the Trust. At a meeting of the Trust's board of directors held on December
20, 1994, the board determined to expand the Trust's board of directors from
three to five. Each nominee, including those who are not 'interested persons' of
the Trust as that term is defined by the Investment Company Act of 1940 ('1940
Act') ('Independent Directors'), has indicated his willingness to serve if
elected. If elected, each nominee will hold office until the next annual meeting
of shareholders or until his successor is elected and qualified. Unless you give
contrary instructions on the enclosed proxy card, your shares will be voted in
favor of the election of the five nominees. If any of the nominees should
withdraw or otherwise become unavailable for election, your shares will be voted
in favor of such other nominee or nominees as management may recommend.
Messrs. Torell and White have served as directors of the Trust since its
inception in 1993. Mr. Bewkes served as a director from the Trust's inception
until his resignation from the board on November 17, 1993; he was reappointed to
the board on December 27, 1993. Directors shall be elected by the vote of the
holders of a majority of the shares of the Trust present in person or by proxy
and entitled to vote thereon. If each of the five nominees is elected, they will
constitute the entire board of directors of the Trust. The directors and
executive officers as a group (14 persons) did not beneficially own any shares
of the Trust on February 28, 1995.
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY
PRESENT POSITION WITH THE ON
TRUST; BUSINESS EXPERIENCE DURING FEBRUARY 28,
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS 1995
---------------------------- ------------------------------------ ------------
<S> <C> <C>
Richard Q. Armstrong; 59 Nominee. Mr. Armstrong is chairman --
of the board, chief executive
officer and co-owner of Adirondack
Beverages (producer and distributor
of soft drinks and sparkling/still
waters) (since October 1993). Mr.
Armstrong is also a director of HiLo
Automotive Inc. Mr. Armstrong was a
partner of The New England
Consulting Group (management
consulting firm) (December 1992-
September 1993) and was chairman of
RQA Enterprises (management
consulting firm) (1991-1994); he was
managing director of LVMH U.S.
Corporation (U.S. subsidiary of the
French luxury goods conglomerate,
Luis Vuitton Moet Hennessey
Corporation) (1987-1991) and
chairman of its wine and spirits
subsidiary, Schieffelin & Somerset
Company (1987-1991). Mr. Armstrong is
also a director of four other
investment companies for which
Mitchell Hutchins or PaineWebber
serves as investment adviser.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY
PRESENT POSITION WITH THE ON
TRUST; BUSINESS EXPERIENCE DURING FEBRUARY 28,
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS 1995
---------------------------- ------------------------------------ ------------
<S> <C> <C>
E. Garrett Bewkes, Jr.*; 68 Director and chairman of the board --
of directors. Mr. Bewkes is a
director of PW Group (holding
company of PaineWebber and Mitchell
Hutchins) and a consultant to PW
Group. Prior to 1988, he was
chairman of the board, president and
chief executive officer of American
Bakeries Company. Mr. Bewkes is also
a director of Interstate Bakeries
Corporation and NaPro BioTherapeutics, Inc.
and a director or trustee of 26 other
investment companies for which Mitchell
Hutchins or PaineWebber serves as
investment adviser.
Richard R. Burt; 47 Nominee. Mr. Burt is chairman of --
International Equity Partners
(international investments and
consulting firm) (since March 1994)
and a partner of McKinsey & Company
(management consulting firm) (since
1991). He is also a director of
American Publishing Company. He was
the chief negotiator in the
Strategic Arms Reduction Talks with
the former Soviet Union (1989-1991)
and the U.S. Ambassador to the
Federal Republic of Germany
(1985-1989). Mr. Burt is also a
director of four other investment
companies for which Mitchell
Hutchins or PaineWebber serves as
investment adviser.
John R. Torell III; 55 Director. Mr. Torell is chairman of --
Torell Management, Inc. (financial
advisory firm) (since 1989). He is
the former chairman and chief
executive officer of Fortune Bancorp
(since 1990 and 1991, respectively).
He is the former chairman, president
and chief executive officer of
CalFed, Inc. (savings association)
(1988 to 1989) and former president
of Manufacturers Hanover Corp.
(bank) (prior to 1988). Mr. Torell
is also a director of American Home
Products Corp. and Volt Information
Services Inc. and a director or
trustee of nine other investment
companies for which Mitchell
Hutchins serves as investment
adviser.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY
PRESENT POSITION WITH THE ON
TRUST; BUSINESS EXPERIENCE DURING FEBRUARY 28,
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS 1995
---------------------------- ------------------------------------ ------------
<S> <C> <C>
William D. White; 60 Director. Mr. White is retired. From --
February 1989 through March 1994, he
was president of the National League
of Professional Baseball Clubs.
Prior to 1989, he was a television
sportscaster for WPIX-TV, New York.
Mr. White is also director or
trustee of nine other investment
companies for which Mitchell
Hutchins serves as investment
adviser.
</TABLE>
------------------
* Mr. Bewkes is an 'interested person' of the Trust, as defined by the 1940 Act,
by reason of his position with PW Group.
The board of directors of the Trust met eight times during the fiscal year
ended January 31, 1995. The Audit Committee of the board currently consists of
Messrs. Torell and White. The duties of the Audit Committee are (a) to review
the financial and accounting policies of the Trust, including internal
accounting control procedures, and to review reports prepared by the Trust's
independent auditors, including reports on the Trust's financial statements; (b)
to review and recommend approval or disapproval of audit and non-audit services
and the fees charged for such services; (c) to evaluate the independence of the
independent auditors and to recommend whether to retain such independent
auditors for the next fiscal year; and (d) to report to the board and make such
recommendations as it deems necessary. The Audit Committee met once during the
fiscal year ended January 31, 1995. All of the directors attended at least 75%
of the meetings of the board of directors and the audit committee. The board
does not have a standing nominating or compensation committee. The Trust pays
the Independent Directors of the Trust $1,500 annually and an attendance fee of
$250 per meeting of the board and its committees. Directors are reimbursed for
any expenses incurred in attending meetings. Directors of the Trust who are
'interested persons' as defined in the 1940 Act receive no compensation from the
Trust. The table below includes certain information relating to the compensation
of the Trust's directors for the fiscal year ended January 31, 1995.
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
BENEFITS COMPENSATION
ACCRUED AS ESTIMATED FROM THE
AGGREGATE PART OF ANNUAL TRUST AND
COMPENSATION THE BENEFITS THE
FROM TRUST'S UPON TRUST
NAME OF PERSON, POSITION THE TRUST* EXPENSES RETIREMENT COMPLEX
---------------------------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C>
E. Garrett Bewkes, Jr.,
Director and Chairman of
the Board of Directors.... -- -- -- --
John R. Torell III,
Director.................. $2,875 -- -- $39,750
William D. White,
Director.................. 2,375 -- -- 33,250
</TABLE>
------------------
* Represents fees paid to each director during the fiscal year ended January 31,
1995.
+ Represents amounts paid to each director during the calendar year ended
December 31, 1994.
4
<PAGE>
PROPOSAL 2. RATIFICATION OF SELECTION OF AUDITORS
The Trust's financial statements for the fiscal year ended January 31, 1995
were audited by Ernst & Young LLP, independent auditors. In addition, Ernst &
Young LLP prepares the Trust's federal and state annual income tax returns.
The board of directors of the Trust has selected Ernst & Young LLP as the
independent auditors for the Trust for the fiscal year ending January 31, 1996,
subject to ratification by shareholders of the Trust at the annual meeting.
Ernst & Young LLP has been the Trust's independent auditors since its inception
in March 1993. The ratification of Ernst & Young LLP as independent auditors is
to be voted upon at the annual meeting, and it is intended that the persons
named in the accompanying proxy will vote for such ratification unless contrary
instructions are given. Ernst & Young LLP has informed the Trust that it has no
material direct or indirect financial interest in the Trust. The affirmative
vote of the holders of a majority of the shares of the Trust cast at the annual
meeting is required for ratification.
Representatives of Ernst & Young LLP are not expected to be present at the
annual meeting but have been given the opportunity to make a statement if they
so desire, and will be available should any matter arise requiring their
presence.
EXECUTIVE OFFICERS
Officers of the Trust are appointed by the directors and serve at the
pleasure of the board. None of the Trust's officers currently receives any
compensation from the Trust. The executive officers of the Trust are:
TERESA M. BOYLE, age 36, vice president of the Trust (appointed
December 1993). Ms. Boyle is a first vice president and manager--advisory
administration of Mitchell Hutchins. Prior to November 1993, she was
compliance manager of Hyperion Capital Management, Inc., an investment
advisory firm. Prior to April 1993, Ms. Boyle was a vice president and
manager--legal administration of Mitchell Hutchins. Ms. Boyle is also a
vice president of 39 other investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.
JOAN L. COHEN, age 30, vice president and assistant secretary of the
Trust (appointed February 1994). Ms. Cohen is a vice president and attorney
of Mitchell Hutchins. Prior to December 1993, she was an associate at the
law firm of Seward & Kissel. Ms. Cohen is also a vice president and
assistant secretary of 26 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.
PAUL B. GUENTHER, age 54, president of the Trust (appointed August
1994). Mr. Guenther is president and a director of PW Group and a director
of PaineWebber and Mitchell Hutchins. Mr. Guenther is also president of 26
and a director or trustee of 17 other, investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.
MARY B. KING, age 31, vice president of the Trust (appointed February
1993). Mrs. King is a first vice president and a portfolio manager of
Mitchell Hutchins. Mrs. King is also a vice president of one other
investment company for which Mitchell Hutchins serves as investment
adviser.
ANN E. MORAN, age 37, vice president and assistant treasurer of the
Trust (appointed June 1993). Ms. Moran is a vice president of Mitchell
Hutchins. Ms Moran is also a vice president and assistant treasurer of 39
other investment companies for which Mitchell Hutchins or PaineWebber
serves as investment adviser.
5
<PAGE>
DIANNE E. O'DONNELL, age 42, vice president and secretary of the Trust
(appointed November 1992). Ms. O'Donnell is a senior vice president and
senior associate general counsel of Mitchell Hutchins. Ms. O'Donnell is
also a vice president and secretary of 39 other investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.
VICTORIA E. SCHONFELD, age 44, vice president of the Trust (appointed
May 1994). Ms. Schonfeld is a managing director and general counsel of
Mitchell Hutchins. From April 1990 to May 1994, she was a partner in the
law firm of Arnold & Porter. Prior to April 1990, she was a partner in the
law firm of Shereff, Friedman, Hoffman & Goodman. Ms. Schonfeld is also a
vice president of 39 other investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.
PAUL H. SCHUBERT, age 32, vice president and assistant treasurer of
the Trust (appointed September 1994). Mr. Schubert is a vice president of
Mitchell Hutchins. From August 1992 to August 1994, he was vice president
at BlackRock Financial Management, L.P. Prior to August 1992, he was an
audit manager with Ernst & Young LLP. Mr. Schubert is also a vice president
and assistant treasurer of 39 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.
MARTHA J. SLEZAK, age 32, vice president and assistant treasurer of
the Trust (appointed June 1993). Ms. Slezak is a vice president of Mitchell
Hutchins. From September 1991 to April 1992, she was fund-raising director
for a U.S. Senate campaign. Prior to September 1991, she was a tax manager
with Arthur Andersen & Co. Ms. Slezak is also a vice president and
assistant treasurer of 39 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.
JULIAN F. SLUYTERS, age 34, vice president and treasurer of the Trust
(appointed November 1992). Mr. Sluyters is a senior vice president and the
director of the mutual fund finance division of Mitchell Hutchins. Prior to
1991, he was an audit senior manager with Ernst & Young LLP. Mr. Sluyters
is also a vice president and treasurer of 39 other investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.
GREGORY K. TODD, age 38, vice president and assistant secretary of the
Trust (appointed May 1993). Mr. Todd is a first vice president and
associate general counsel of Mitchell Hutchins. Prior to 1993, he was a
partner in the law firm of Shereff, Friedman, Hoffman & Goodman. Mr. Todd
is also a vice president and assistant secretary of 39 other investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.
Thomas J. Libassi, a senior vice president and portfolio manager for
Mitchell Hutchins, and Mary B. King are responsible for the day-to-day
management of the Trust's portfolio. Prior to May 1994, Mr. Libassi was a vice
president of Keystone Custodian Funds with portfolio management responsibility
for high yield debt securities.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit proposals to be considered at the
Trust's 1996 annual meeting of shareholders should send such proposals to the
Trust at 1285 Avenue of the Americas, New York, New York 10019, so as to be
received by the Trust no later than January 19, 1996. Shareholder proposals that
are submitted in a timely manner will not necessarily be included in the Trust's
proxy materials. Inclusion of such proposals is subject to limitations under the
federal securities laws.
6
<PAGE>
OTHER BUSINESS
The management knows of no business to be presented to the meeting other
than the matters set forth in this proxy statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interest of the Trust.
By order of the board of directors,
DIANNE E. O'DONNELL
Secretary
March 31, 1995
IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.
7
<PAGE>
---------------
ALL-AMERICAN
TERM TRUST INC.
---------------
PROXY STATEMENT
---------------
ALL-AMERICAN
TERM TRUST INC.
---------------
---------------------------------
NOTICE OF
ANNUAL MEETING
TO BE HELD ON
MAY 18, 1995
AND
PROXY STATEMENT
---------------------------------
<PAGE>
ALL-AMERICAN TERM TRUST INC.
ANNUAL MEETING OF SHAREHOLDERS--MAY 18, 1995 PROXY
The undersigned hereby appoints as proxies GREGORY K. TODD and GIOVANNI A.
URENA, and each of them (with power of substitution) to vote for the undersigned
all shares of the stock of the undersigned at the aforesaid meeting and any
adjournment thereof with all the power the undersigned would have if personally
present. The shares represented by this proxy will be voted as instructed.
Unless indicated to the contrary, this proxy shall be deemed to grant authority
to vote 'FOR' all proposals. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF ALL-AMERICAN TERM TRUST INC. ('TRUST').
YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed postage paid envelope to:
PFPC Inc., P.O. BOX 9426, Wilmington, DE 19809-9938. PFPC Inc. has been
engaged to forward the enclosed proxy material and to tabulate proxies
returned by mail.
PLEASE INDICATE YOUR VOTE BY AN 'X' IN THE APPROPRIATE BOX BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR'
FOR
FOR OR ALL OR WITH
ALL EXCEPT HOLD
1. ELECTION OF DIRECTORS
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN AND MARK CENTER
BOX TO RIGHT.) / / / / / /
Richard Q. Armstrong, E. Garrett Bewkes, Jr.,
Richard R. Burt, John R. Torell III, William D.
White
FOR AGAINST ABSTAIN
2. Ratification of the selection of Ernst & Young
LLP as the Trust's independent auditors for the
fiscal year ending January 31, 1996. / / / / / /
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
If shares are held jointly, each
Shareholder named should sign. If
only one signs, his or her
signature will be binding. If the
Shareholder is a corporation, the
President or a Vice President
should sign in his or her own
name, indicating title. If the
Shareholder is a partnership, a
partner should sign in his or her
own name, indicating that he or
she is a 'Partner.'
Sign exactly as name
appears hereon.
__________________________ (L.S.)
__________________________ (L.S.)
Date ____________________, 19____
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 01/31/95
ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000894233
<NAME> ALL-AMERICAN TERM TRUST INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-31-1995
<PERIOD-START> FEB-01-1994
<PERIOD-END> JAN-31-1995
<INVESTMENTS-AT-COST> 279,757
<INVESTMENTS-AT-VALUE> 264,166
<RECEIVABLES> 4,071
<ASSETS-OTHER> 6
<OTHER-ITEMS-ASSETS> 142
<TOTAL-ASSETS> 268,385
<PAYABLE-FOR-SECURITIES> 85,609
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 339
<TOTAL-LIABILITIES> 85,948
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 205,598
<SHARES-COMMON-STOCK> 13,707
<SHARES-COMMON-PRIOR> 13,707
<ACCUMULATED-NII-CURRENT> 1,272
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (8,842)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (15,591)
<NET-ASSETS> 182,437
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 19,060
<OTHER-INCOME> 0
<EXPENSES-NET> (2,004)
<NET-INVESTMENT-INCOME> 17,056
<REALIZED-GAINS-CURRENT> (7,819)
<APPREC-INCREASE-CURRENT> (19,811)
<NET-CHANGE-FROM-OPS> (10,574)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (16,763)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (27,337)
<ACCUMULATED-NII-PRIOR> 718
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,716
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,004
<AVERAGE-NET-ASSETS> 190,633
<PER-SHARE-NAV-BEGIN> 15.30
<PER-SHARE-NII> 1.24
<PER-SHARE-GAIN-APPREC> (2.01)
<PER-SHARE-DIVIDEND> (1.22)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.31
<EXPENSE-RATIO> 1.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
