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) AllianceBernstein 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 EMILIE D. WRAPP AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York l0105 (Name and address of agent for service) Copies of communications to: Kathleen K. Clarke 1200 G Street, N.W. Washington, D.C. 20005 Date of fiscal year end: September 30 Date of reporting period: July 1, 2007 - June 30, 2008 Item 1. Proxy Voting Record. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08702 Reporting Period: 07/01/2007 - 06/30/2008 Alliance All-Market Advantage Fund, Inc. =================== ALLIANCE ALL-MARKET ADVANTAGE FUND, INC. =================== AIR PRODUCTS & CHEMICALS, INC. Ticker: APD Security ID: 009158106 Meeting Date: JAN 24, 2008 Meeting Type: Annual Record Date: NOV 30, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Donahue For For Management 1.2 Elect Director Ursula O. Fairbairn For For Management 1.3 Elect Director John P. Jones III For For Management 1.4 Elect Director Lawrence S. Smith For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- APPLE, INC. Ticker: AAPL Security ID: 037833100 Meeting Date: MAR 4, 2008 Meeting Type: Annual Record Date: JAN 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William V. Campbell For For Management 1.2 Elect Director Millard S. Drexler For For Management 1.3 Elect Director Albert A. Gore, Jr. For For Management 1.4 Elect Director Steven P. Jobs For For Management 1.5 Elect Director Andrea Jung For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Eric E. Schmidt For For Management 1.8 Elect Director Jerome B. York For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 4 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Sustainability - -------------------------------------------------------------------------------- CAMERON INTERNATIONAL CORP Ticker: CAM Security ID: 13342B105 Meeting Date: DEC 7, 2007 Meeting Type: Special Record Date: NOV 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- CHICAGO MERCANTILE EXCHANGE HOLDINGS, INC. Ticker: CME Security ID: 167760107 Meeting Date: JUL 9, 2007 Meeting Type: Special Record Date: MAY 29, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2007 Meeting Type: Annual Record Date: SEP 17, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Michael D. Capellas For For Management 4 Elect Director Larry R. Carter For For Management 5 Elect Director John T. Chambers For For Management 6 Elect Director Brian L. Halla For For Management 7 Elect Director Dr. John L. Hennessy For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Roderick C. McGeary For For Management 10 Elect Director Michael K. Powell For For Management 11 Elect Director Steven M. West For For Management 12 Elect Director Jerry Yang For For Management 13 Amend Omnibus Stock Plan For For Management 14 Approve Executive Incentive Bonus Plan For For Management 15 Ratify Auditors For For Management 16 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 17 Pay For Superior Performance Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 19 Report on Internet Fragmentation Against Against Shareholder - -------------------------------------------------------------------------------- DEERE & CO. Ticker: DE Security ID: 244199105 Meeting Date: NOV 14, 2007 Meeting Type: Special Record Date: SEP 24, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Increase in Common Stock and a For For Management Stock Split - -------------------------------------------------------------------------------- DEERE & CO. Ticker: DE Security ID: 244199105 Meeting Date: FEB 27, 2008 Meeting Type: Annual Record Date: DEC 31, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director T. Kevin Dunnigan For For Management 2 Elect Director Charles O. Holliday, Jr. For For Management 3 Elect Director Dipak C. Jain For For Management 4 Elect Director Joachim Milberg For For Management 5 Elect Director Richard B. Myers For For Management 6 Amend Executive Incentive Bonus Plan For For Management 7 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EMERSON ELECTRIC CO. Ticker: EMR Security ID: 291011104 Meeting Date: FEB 5, 2008 Meeting Type: Annual Record Date: NOV 27, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D.N. Farr For For Management 1.2 Elect Director R.B. Horton For For Management 1.3 Elect Director C.A. Peters For For Management 1.4 Elect Director J.W. Prueher For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FRANKLIN RESOURCES, INC. Ticker: BEN Security ID: 354613101 Meeting Date: JAN 31, 2008 Meeting Type: Annual Record Date: DEC 4, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Samuel H. Armacost For For Management 1.2 Elect Director Charles Crocker For For Management 1.3 Elect Director Joseph R. Hardiman For For Management 1.4 Elect Director Robert D. Joffe For For Management 1.5 Elect Director Charles B. Johnson For For Management 1.6 Elect Director Gregory E. Johnson For For Management 1.7 Elect Director Rupert H. Johnson, Jr. For For Management 1.8 Elect Director Thomas H. Kean For For Management 1.9 Elect Director Chutta Ratnathicam For For Management 1.10 Elect Director Peter M. Sacerdote For For Management 1.11 Elect Director Laura Stein For For Management 1.12 Elect Director Anne M. Tatlock For For Management 1.13 Elect Director Louis E. Woodworth For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- HEWLETT-PACKARD CO. Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 19, 2008 Meeting Type: Annual Record Date: JAN 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lawrence T. Babbio, Jr. For For Management 2 Elect Director Sari M. Baldauf For For Management 3 Elect Director Richard A. Hackborn For For Management 4 Elect Director John H. Hammergren For For Management 5 Elect Director Mark V. Hurd For For Management 6 Elect Director Joel Z. Hyatt For For Management 7 Elect Director John R. Joyce For For Management 8 Elect Director Robert L. Ryan For For Management 9 Elect Director Lucille S. Salhany For For Management 10 Elect Director G. Kennedy Thompson For For Management 11 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HILTON HOTELS CORP. Ticker: HLT Security ID: 432848109 Meeting Date: SEP 18, 2007 Meeting Type: Special Record Date: AUG 6, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- HOLOGIC, INC. Ticker: HOLX Security ID: 436440101 Meeting Date: MAR 11, 2008 Meeting Type: Annual Record Date: JAN 18, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Cumming For For Management 1.2 Elect Director Patrick J. Sullivan For For Management 1.3 Elect Director David R. LaVance, Jr. For For Management 1.4 Elect Director Nancy L. Leaming For For Management 1.5 Elect Director Lawrence M. Levy For For Management 1.6 Elect Director Glenn P. Muir For For Management 1.7 Elect Director Elaine S. Ullian For For Management 1.8 Elect Director Daniel J. Levangie For For Management 1.9 Elect Director Sally W. Crawford For For Management 1.10 Elect Director C. William McDaniel For For Management 1.11 Elect Director Wayne Wilson For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Qualified Employee Stock Purchase For For Management Plan 4 Approve Omnibus Stock Plan For For Management 5 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- LEGG MASON, INC. Ticker: LM Security ID: 524901105 Meeting Date: JUL 19, 2007 Meeting Type: Annual Record Date: MAY 21, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Harold L. Adams For For Management 1.2 Elect Raymond A. Mason For For Management 1.3 Elect Margaret Milner Richardson For For Management 1.4 Elect Kurt L. Schmoke For For Management 1.5 Elect Robert E. Angelica For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Stock Option For For Management Plan 4 Ratify Auditors For For Management 5 Separate Chairman and CEO Positions Against For Shareholder - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 13, 2007 Meeting Type: Annual Record Date: SEP 7, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William H. Gates, III For For Management 2 Elect Director Steven A. Ballmer For For Management 3 Elect Director James I. Cash, Jr. For For Management 4 Elect Director Dina Dublon For For Management 5 Elect Director Raymond V. Gilmartin For For Management 6 Elect Director Reed Hastings For For Management 7 Elect Director David F. Marquardt For For Management 8 Elect Director Charles H. Noski For For Management 9 Elect Director Helmut Panke For For Management 10 Elect Director Jon A. Shirley For For Management 11 Ratify Auditors For For Management 12 Adopt Policies to Protect Freedom of Against Against Shareholder Access to the Internet 13 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights - -------------------------------------------------------------------------------- MONSANTO CO. Ticker: MON Security ID: 61166W101 Meeting Date: JAN 16, 2008 Meeting Type: Annual Record Date: NOV 19, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John W. Bachmann For For Management 1.2 Elect Director William U. Parfet For For Management 1.3 Elect Director George H. Poste For For Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against Against Shareholder 4 Amend Bylaws to Not Indemnify Directors Against Against Shareholder for Social and Environmental Liabilities - -------------------------------------------------------------------------------- NETWORK APPLIANCE, INC. Ticker: NTAP Security ID: 64120L104 Meeting Date: SEP 19, 2007 Meeting Type: Annual Record Date: JUL 23, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel J. Warmenhoven For For Management 1.2 Elect Director Donald T. Valentine For For Management 1.3 Elect Director Jeffry R. Allen For For Management 1.4 Elect Director Carol A. Bartz For For Management 1.5 Elect Director Alan L. Earhart For For Management 1.6 Elect Director Edward Kozel For For Management 1.7 Elect Director Mark Leslie For For Management 1.8 Elect Director Nicholas G. Moore For For Management 1.9 Elect Director George T. Shaheen For For Management 1.10 Elect Director Robert T. Wall For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Approve Executive Incentive Bonus Plan For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 9, 2007 Meeting Type: Annual Record Date: AUG 10, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rajat K. Gupta For For Management 1.2 Elect Director A. G. Lafley For For Management 1.3 Elect Director Lynn M. Martin For For Management 1.4 Elect Director Johnathan A. Rodgers For For Management 1.5 Elect Director John F. Smith, Jr. For For Management 1.6 Elect Director Ralph Snyderman, M.D. For For Management 1.7 Elect Director Margaret C. Whitman For For Management 2 Ratify Auditor For For Management 3 Prohibit Executive Stock-Based Awards Against Against Shareholder 4 Report on Free Enterprise Initiatives Against Against Shareholder 5 Report on Animal Welfare Against Against Shareholder - -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LTD. Ticker: TEVA Security ID: 881624209 Meeting Date: JUL 17, 2007 Meeting Type: Annual Record Date: JUN 11, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE AND DISCUSS THE COMPANY S For For Management CONSOLIDATED BALANCE SHEET, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 2 TO APPROVE THE BOARD OF DIRECTORS For For Management RECOMMENDATION THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2006, WHICH WAS PAID IN FOUR INSTALLMENTS AND AGGREGATED NIS 1.36 (APPROXIMATELY US$0.31) PER ORDINARY SHARE (OR ADR), BE DECLARED FINAL. 3 TO ELECT ABRAHAM E. COHEN AS A DIRECTOR. For For Management 4 TO ELECT PROF. ROGER D. KORNBERG AS A For For Management DIRECTOR 5 TO ELECT PROF. MOSHE MANY AS A DIRECTOR. For For Management 6 TO ELECT DAN PROPPER AS A DIRECTOR. For For Management 7 TO APPROVE THE PURCHASE OF DIRECTORS AND For For Management OFFICERS LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES, ALL AS FULLY DESCRIBED IN THE PROXY STATEMENT. 8 TO APPOINT KESSELMAN & KESSELMAN, A For For Management MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTIL THE 2008 ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THEIR - -------------------------------------------------------------------------------- WM. WRIGLEY JR. CO. Ticker: WWY Security ID: 982526105 Meeting Date: MAR 12, 2008 Meeting Type: Annual Record Date: JAN 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John Rau For For Management 2 Elect Director Richard K. Smucker For For Management 3 Elect Director William Wrigley, Jr. For For Management 4 Ratify Auditors For For Management ========== END NPX REPORT 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 29, 2008 *By: /s/ Emilie D. Wrapp -------------------- Emilie D. Wrapp Secretary