SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-08702 Alliance All-Market Advantage Fund, Inc. (Exact name of registrant as specified in charter) Alliance Capital Management L.P. 1345 Avenue of the Americas, New York, New York l0105 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (800) 221-5672 MARK R. MANLEY Alliance Capital Management L.P. 1345 Avenue of the Americas New York, New York l0105 (Name and address of agent for service) Copies of communications to: Patricia A. Poglinco Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 Date of fiscal year end: September 30 Date of reporting period: July 1, 2003 - June 30, 2004 Item 1. Proxy Voting Record. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08702 Reporting Period: 07/01/2003 - 06/30/2004 Alliance All-Market Advantage Fund, Inc. =================== ALLIANCE ALL-MARKET ADVANTAGE FUND, INC. =================== BROADCOM CORP. Ticker: BRCM Security ID: 111320107 Meeting Date: APR 29, 2004 Meeting Type: Annual Record Date: MAR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George L. Farinsky For For Management 1.2 Elect Director John Major For For Management 1.3 Elect Director Alan E. Ross For For Management 1.4 Elect Director Henry Samueli, Ph.D. For For Management 1.5 Elect Director Robert E. Switz For For Management 1.6 Elect Director Werner F. Wolfen For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CAREMARK RX, INC. Ticker: CMX Security ID: 141705103 Meeting Date: MAR 22, 2004 Meeting Type: Special Record Date: FEB 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management 2 Approve Issuance of Stock in Connection For For Management with Merger Agreement 3 Increase Authorized Preferred Stock For Against Management 4 Approve Omnibus Stock Plan For For Management 5 Allow Postponement or Adjournment of For Against Management Special Meeting - -------------------------------------------------------------------------------- CAREMARK RX, INC. Ticker: CMX Security ID: 141705103 Meeting Date: MAY 4, 2004 Meeting Type: Annual Record Date: APR 1, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edwin M. Banks For For Management 1.2 Elect Director Colleen C. Welch, Ph.D. For For Management 1.3 Elect Director Roger L. Headrick For For Management 1.4 Elect Director Jean-Pierre Millon For For Management - -------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Ticker: GILD Security ID: 375558103 Meeting Date: MAY 25, 2004 Meeting Type: Annual Record Date: APR 5, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul Berg For Did Not Management Vote 1.2 Elect Director Etienne F. Davignon For Did Not Management Vote 1.3 Elect Director James M. Denny For Did Not Management Vote 1.4 Elect Director John C. Martin For Did Not Management Vote 1.5 Elect Director Gordon E. Moore For Did Not Management Vote 1.6 Elect Director Nicholas G. Moore For Did Not Management Vote 1.7 Elect Director George P. Shultz For Did Not Management Vote 1.8 Elect Director Gayle E. Wilson For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Approve Omnibus Stock Plan For Did Not Management Vote 4 Increase Authorized Common Stock For Did Not Management Vote - -------------------------------------------------------------------------------- JUNIPER NETWORKS, INC. Ticker: JNPR Security ID: 48203R104 Meeting Date: MAY 19, 2004 Meeting Type: Annual Record Date: MAR 22, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pradeep Sindhu For Did Not Management Vote 1.2 Elect Director Robert M. Calderoni For Did Not Management Vote 1.3 Elect Director Kenneth Levy For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote - -------------------------------------------------------------------------------- MARVELL TECHNOLOGY GROUP LTD Ticker: MRVL Security ID: G5876H105 Meeting Date: MAY 28, 2004 Meeting Type: Annual Record Date: APR 14, 2004 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dr. John M. Cioffi, Phd For Did Not Management Vote 1.2 Elect Director Dr. Paul R. Gray, Ph.D. For Did Not Management Vote 1.3 Elect Director Douglas King For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 TO AUTHORIZE THE BOARD OF DIRECTORS TO For Did Not Management FIX THE AUDITORS REMUNERATION FOR THE Vote 2005 FISCAL YEAR ENDING JANUARY 29, 2005. 4 TO APPROVE AN INCREASE TO THE COMPANY S For Did Not Management AUTHORIZED SHARE CAPITAL. Vote SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: Alliance All-Market Advantage Fund, Inc. By: Marc O. Mayer* ----------------------- Chief Executive Officer Date: August 26, 2004 *By: /s/ Mark R. Manley ------------------ Mark R. Manley Secretary