UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT 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)
1345 Avenue of the Americas, New York, New York 10105
(Address of principal executive offices) (Zip code)
Mark R. Manley
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 221-5672
Date of fiscal year end: September 30, 2005
Date of reporting period: September 30, 2005
ITEM 1. REPORTS TO STOCKHOLDERS.
[LOGO] ALLIANCEBERNSTEIN (R)
Investment Research and Management
Alliance All-Market Advantage Fund
Annual Report
September 30, 2005
Investment Products Offered
o Are Not FDIC Insured
o May Lose Value
o Are Not Bank Guaranteed
You may obtain a description of the Fund's proxy voting policies and
procedures, and information regarding how the Fund voted proxies relating to
portfolio securities during the most recent 12-month period ended June 30,
without charge. Simply visit AllianceBernstein's web site at
www.alliancebernstein.com, or go to the Securities and Exchange Commission's
(the "Commission") web site at www.sec.gov, or call AllianceBernstein at (800)
227-4618.
The Fund files its complete schedule of portfolio holdings with the Commission
for the first and third quarters of each fiscal year on Form N-Q. The Fund's
Forms N-Q are available on the Commission's web site at www.sec.gov. The Fund's
Forms N-Q may also be reviewed and copied at the Commission's Public Reference
Room in Washington, DC; information on the operation of the Public Reference
Room may be obtained by calling (800) SEC-0330.
AllianceBernstein Investment Research and Management, Inc. is an affiliate of
Alliance Capital Management L.P., the manager of the funds, and is a member of
the NASD.
November 16, 2005
Annual Report
This report provides management's discussion of fund performance for Alliance
All-Market Advantage Fund (the "Fund") for the annual reporting period ended
September 30, 2005. The Fund is a closed-end fund that trades under the New
York Stock Exchange symbol "AMO".
Investment Objectives and Policies
This closed-end fund seeks long-term growth of capital through all market
conditions. Consistent with the investment style of Alliance's Large Cap Growth
Group, the Fund will invest in a core portfolio of equity securities (common
stocks, securities convertible into common stocks and rights and warrants to
subscribe for or purchase common stocks) of large, intensively researched,
high-quality companies that, in Alliance's judgment, are likely to achieve
superior earnings growth. The core portfolio typically consists of the 25
companies that are the most highly regarded at any point in time. The balance
of the Fund's portfolio may be invested in equity securities of other U.S. and
non-U.S. companies that we believe have exceptional growth potential. The Fund
makes substantial use of specialized trading techniques, such as short selling,
options, futures and leverage in an effort to enhance returns. The use of these
techniques entails special risks. For more information regarding the Fund's
risks, please see "A Word About Risk" on page 3 and "Note E-Risks Involved in
Investing in the Fund" of the Notes to Financial Statements on page 18.
Investment Results
The table on page 4 shows the Fund's performance compared to its benchmark, the
Russell 1000 Growth Index, as well as the overall stock market, as represented
by the Standard & Poor's (S&P) 500 Stock Index, for the six- and 12-month
periods ended September 30, 2005.
For the 12-month period ended September 30, 2005, the Fund outperformed its
benchmark due to strong stock selection in the information technology, health
care and financial sectors. The Fund's overweighted position in the energy
sector, in addition to underweighted positions in the consumer staples and
industrials sectors, also contributed to the Fund's outperformance. Poor stock
selection in the consumer discretionary, consumer staples and industrials
sectors detracted from the Fund's performance during the 12-month reporting
period.
For the six-month period ended September 30, 2005, the Fund outperformed its
benchmark due to strong stock selection in the information technology, health
care, financial and consumer discretionary sectors. As in the 12-month period,
the Fund's overweighted position in the energy sector, in addition to
underweighted positions in the consumer staples and industrials sectors, also
contributed to the Fund's outperformance. Stock selection in the industrial and
consumer staples sectors detracted from the Fund's performance during the
six-month period.
ALLIANCE ALL-MARKET ADVANTAGE FUND o 1
Market Review and Investment Strategy
U.S. equity markets increased over the 12-month period under review, driven by
strong corporate profitability, low interest rates, low inflation and strong
productivity. Consumer strength was driven by a strong housing market. However,
the U.S. Federal Reserve (the "Fed") continued to raise rates in an effort to
slow inflation growth that was being driven partly by high oil prices. The
economy has begun to slow, mainly as a result of the Fed's actions.
The 12-month period ended September 30, 2005 was another year where value style
investing once again outperformed growth style investing. However, there are
some signs that may be about to change. Historically, growth stocks have
outperformed the broad market during periods of decelerating economic growth
and rising interest rates. In uncertain times, investors generally prefer
companies that can generate steady earnings growth and positive revisions. The
Fund is well positioned for a market that rewards earnings. The Fund's
portfolio managers have "traded up" over the last year by taking advantage of
compressed valuations to invest in companies that their research indicates are
poised to become tomorrow's growth leaders at relatively modest valuation
premiums.
2 o ALLIANCE ALL-MARKET ADVANTAGE FUND
HISTORICAL PERFORMANCE
An Important Note About the Value of Historical Performance
The performance on the following page represents past performance and does not
guarantee future results. Current performance may be lower or higher than the
performance information shown. Returns are annualized for periods longer than
one year. All fees and expenses related to the operation of the Fund have been
deducted. Performance assumes reinvestment of distributions and does not
account for taxes.
Alliance All-Market Advantage Fund Shareholder Information
Daily market prices for the Fund's shares are published in the New York Stock
Exchange Composite Transaction section of The Wall Street Journal under the
designation "AllncAll". The Fund also distributes its daily net asset value to
various financial publications or independent organizations such as Lipper
Inc., Morningstar, Inc. and Bloomberg. The Fund's NYSE trading symbol is "AMO".
Weekly comparative net asset value (NAV) and market price information about the
Fund is published each Monday in The Wall Street Journal, each Sunday in The
New York Times and each Saturday in Barron's and in other newspapers in a table
called "Closed-End Funds". For additional shareholder information regarding
this Fund, please see page 41.
Benchmark Disclosure
The unmanaged Russell 1000 Growth Index and the unmanaged Standard & Poor's
(S&P) 500 Stock Index do not reflect fees and expenses associated with the
active management of a mutual fund portfolio. The Russell 1000 Growth Index
contains those securities in the Russell 1000 Index with a greater-than-average
growth orientation. The unmanaged Russell 1000 Index is comprised of 1000 of
the largest capitalized companies that are traded in the United States. The S&P
500 Stock Index is comprised of 500 U.S. companies and is a common measure of
the performance of the overall U.S. stock market. Investors cannot invest
directly in indices, and their results are not indicative of any particular
investment, including the Fund.
A Word About Risk
The Fund's assets can be invested in foreign securities. This may magnify asset
value fluctuations due to changes in foreign exchange rates and the possibility
of substantial volatility and less liquidity due to political and economic
uncertainties in foreign countries. The Fund can engage in short selling, which
is a type of investment strategy that can incur additional fees. If
appropriate, the Fund can utilize a variety of leveraged investment strategies.
Such borrowings involve additional risk to the Fund, since interest expense may
be greater than the income from or appreciation of the securities carried by
the borrowings and since the value of the securities carried may decline below
the amount borrowed. While the Fund invests principally in common stocks and
other equity securities, in order to achieve its investment objectives, the
Fund may at times use certain types of investment derivatives, such as options,
futures, forwards and swaps. These instruments involve risks different from,
and in certain cases, greater than, the risks presented by more traditional
investments.
(Historical Performance continued on next page)
ALLIANCE ALL-MARKET ADVANTAGE FUND o 3
HISTORICAL PERFORMANCE
(continued from previous page)
THE FUND VS. ITS BENCHMARK
PERIODS ENDED SEPTEMBER 30, 2005
Returns
6 Months 12 Months
- -------------------------------------------------------------------------------
Alliance All-Market Advantage Fund (NAV) 17.79% 20.39%
Russell 1000 Growth Index 6.57% 11.60%
S&P 500 Stock Index 5.02% 12.25%
The Fund's Market Price per share on September 30, 2005 was $14.15. For
additional Financial Highlights, please see page 23.
GROWTH OF A $10,000 INVESTMENT IN THE FUND
9/30/95 TO 9/30/05
Alliance All-Market Russell 1000 S&P 500
Advantage Fund (NAV) Growth Index Stock Index
- -------------------------------------------------------------------------------
9/30/95 $10,000 $10,000 $10,000
9/30/96 $10,810 $12,140 $12,032
9/30/97 $17,908 $16,547 $16,897
9/30/98 $20,145 $18,385 $18,431
9/30/99 $28,646 $24,792 $23,553
9/30/00 $34,423 $30,601 $26,678
9/30/01 $20,048 $16,635 $19,579
9/30/02 $15,509 $12,890 $15,571
9/30/03 $17,125 $16,232 $19,366
9/30/04 $17,766 $17,451 $22,050
9/30/05 $21,529 $19,475 $24,751
This chart illustrates the total value of an assumed $10,000 investment in
Alliance All-Market Advantage Fund at net asset value (NAV) (from 9/30/95 to
9/30/05) as compared to the performance of the Fund's benchmark and the overall
market, as represented by the S&P 500 Stock Index. The chart assumes the
reinvestment of dividends and capital gains.
See Historical Performance and Benchmark disclosures on previous page.
4 o ALLIANCE ALL-MARKET ADVANTAGE FUND
PORTFOLIO SUMMARY
September 30, 2005
PORTFOLIO STATISTICS
Net Assets ($mil): $51.7
[PIE CHART OMITTED]
SECTOR BREAKDOWN*
[ ] 36.8% Technology
[ ] 19.4% Health Care
[ ] 12.8% Consumer Services
[ ] 10.2% Finance
[ ] 8.4% Energy
[ ] 4.0% Consumer Staples
[ ] 1.2% Capital Goods
[ ] 1.1% Aerospace & Defense
[ ] 0.6% Consumer Manufacturing
[ ] 0.1% Multi-Industry
[ ] 5.4% Short-Term
TEN LARGEST HOLDINGS
September 30, 2005
Percent of
Company U.S. $ Value Net Assets
- -------------------------------------------------------------------------------
Google, Inc. Cl. A $2,500,034 4.8%
Apple Computer, Inc. 2,364,200 4.6
QUALCOMM, Inc. 2,215,125 4.3
Halliburton Co. 2,178,936 4.2
Yahoo!, Inc. 2,067,624 4.0
eBay, Inc. 1,962,768 3.8
Genentech, Inc. 1,877,883 3.6
Corning, Inc. 1,828,618 3.6
Broadcom Corp. Cl. A 1,754,434 3.4
Marvell Technology Group Ltd. 1,719,903 3.3
$20,469,525 39.6%
* All data are as of September 30, 2005. The Fund's sector breakdown is
expressed as a percentage of total investments and may vary over time.
Please Note: The sector classifications presented herein are based on the
sector categorization methodology of the Adviser.
ALLIANCE ALL-MARKET ADVANTAGE FUND o 5
PORTFOLIO OF INVESTMENTS
September 30, 2005
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-93.8%
Technology-38.0%
Communication Equipment-11.5%
Corning, Inc.(a) 94,600 $1,828,618
Juniper Networks, Inc.(a) 67,100 1,596,309
Motorola, Inc. 13,500 298,215
QUALCOMM, Inc. 49,500 2,215,125
-----------
5,938,267
-----------
Computer Hardware / Storage-7.7%
Apple Computer, Inc.(a) 44,100 2,364,200
Dell, Inc.(a) 46,700 1,597,140
-----------
3,961,340
-----------
Computer Peripherals-0.4%
Network Appliance, Inc.(a) 8,500 201,790
-----------
Computer Software-2.3%
Electronic Arts, Inc.(a) 20,840 1,185,588
-----------
Internet Infrastructure-3.8%
eBay, Inc.(a) 47,640 1,962,768
-----------
Internet Media-4.0%
Yahoo!, Inc.(a) 61,100 2,067,624
-----------
Semiconductor Components-7.7%
Broadcom Corp. Cl. A(a) 37,400 1,754,434
Marvell Technology Group Ltd. (Bermuda)(a) 37,300 1,719,903
Texas Instruments, Inc. 15,800 535,620
-----------
4,009,957
-----------
Software-0.6%
NAVTEQ Corp.(a) 6,200 309,690
-----------
19,637,024
-----------
Health Care-17.3%
Biotechnology-8.2%
Affymetrix, Inc.(a) 4,800 221,904
Amgen, Inc.(a) 16,700 1,330,489
Genentech, Inc.(a) 22,300 1,877,883
Gilead Sciences, Inc.(a) 17,100 833,796
-----------
4,264,072
-----------
Drugs-2.7%
Teva Pharmaceutical Industries Ltd.
(ADR) (Israel) 41,100 1,373,562
-----------
Medical Products-4.2%
Alcon, Inc. (Switzerland) 13,100 1,675,228
St. Jude Medical, Inc.(a) 7,900 369,720
Zimmer Holdings, Inc.(a) 1,800 124,002
-----------
2,168,950
-----------
6 o ALLIANCE ALL-MARKET ADVANTAGE FUND
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Medical Services-2.2%
Caremark RX, Inc.(a) 6,600 $ 329,538
WellPoint, Inc.(a) 10,500 796,110
-----------
1,125,648
-----------
8,932,232
-----------
Consumer Services-13.2%
Advertising-0.5%
Getty Images, Inc.(a) 3,100 266,724
-----------
Broadcasting & Cable-1.6%
The E.W. Scripps Co. Cl. A 16,700 834,499
-----------
Entertainment & Leisure-0.7%
Carnival Corp. (Panama) 7,300 364,854
-----------
Restaurant & Lodging-0.5%
Hilton Hotels Corp. 11,500 256,680
-----------
Retail-General Merchandise-5.0%
Lowe's Cos., Inc. 24,200 1,558,480
Target Corp. 20,100 1,043,793
-----------
2,602,273
-----------
Miscellaneous-4.9%
Google, Inc. CI. A(a) 7,900 2,500,034
-----------
6,825,064
-----------
Finance-10.2%
Banking-Regional-0.6%
Northern Trust Corp. 5,900 298,245
-----------
Brokerage & Money Management-7.3%
Franklin Resources, Inc. 12,500 1,049,500
Legg Mason, Inc. 9,200 1,009,148
Merrill Lynch & Co., Inc. 9,800 601,230
The Goldman Sachs Group, Inc. 9,000 1,094,220
-----------
3,754,098
-----------
Insurance-2.3%
ACE Ltd. (Cayman Islands) 5,600 263,592
AFLAC, Inc. 9,200 416,760
American International Group, Inc. 8,400 520,464
-----------
1,200,816
-----------
5,253,159
-----------
Energy-8.6%
Domestic Producers-1.1%
Noble Energy, Inc. 12,584 590,190
-----------
ALLIANCE ALL-MARKET ADVANTAGE FUND o 7
Shares or
Company Contracts(b) U.S. $ Value
- -------------------------------------------------------------------------------
Oil Service-7.5%
Halliburton Co. 31,800 $ 2,178,936
Nabors Industries Ltd. (Bermuda)(a) 23,600 1,695,188
-----------
3,874,124
-----------
4,464,314
-----------
Consumer Staples-4.1%
Household Products-3.2%
The Procter & Gamble Co. 27,900 1,658,934
-----------
Retail Stores-Food-0.9%
Walgreen Co. 2,500 108,625
Whole Foods Market, Inc. 2,800 376,460
-----------
485,085
-----------
2,144,019
-----------
Aerospace & Defense-1.1%
Aerospace-1.1%
The Boeing Co. 8,400 570,780
-----------
Consumer Manufacturing-0.6%
Building Related-0.6%
Pulte Homes, Inc. 7,600 326,192
-----------
Capital Goods-0.6%
Miscellaneous-0.6%
General Electric Co. 8,900 299,663
-----------
Multi Industry Companies-0.1%
Textron, Inc. 800 57,376
-----------
Total Common Stocks
(cost $37,057,397) 48,509,823
-----------
CALL OPTIONS PURCHASED(a)-3.8%
American International Group, Inc.
expiring Jan '06 @ $40 80 178,800
General Electric Co.
expiring Jan '06 @ $25 395 351,550
St. Jude Medical, Inc.
expiring Jan '06 @ $30 170 293,250
Time Warner, Inc.
expiring Oct '05 @ $20 280 1,400
UnitedHealth Group, Inc.
expiring Jan '06 @ $30 272 722,160
WellPoint, Inc.
expiring Jan '06 @ $42.50 120 406,200
-----------
Total Call Options Purchased
(cost $1,797,596) 1,953,360
-----------
8 o ALLIANCE ALL-MARKET ADVANTAGE FUND
Principal
Amount
Company (000) U.S. $ Value
- -------------------------------------------------------------------------------
SHORT-TERM INVESTMENT-5.5%
Time Deposit-5.5%
The Bank of New York
2.75%, 10/03/05
(cost $2,861,000) $2,861 $ 2,861,000
-----------
Total Investments-103.1%
(cost $41,715,993) 53,324,183
Other assets less liabilities-(3.1%) (1,597,206)
-----------
Net Assets-100% $51,726,977
-----------
(a) Non-income producing security.
(b) One contract relates to 100 shares unless otherwise indicated.
Glossary:
ADR-American Depositary Receipt
See notes to financial statements.
ALLIANCE ALL-MARKET ADVANTAGE FUND o 9
STATEMENT OF ASSETS & LIABILITIES
September 30, 2005
Assets
Investments in securities, at value (cost $41,715,993) $ 53,324,183
Cash 572
Receivable for investment securities sold 297,400
Dividends and interest receivable 11,862
-------------
Total assets 53,634,017
-------------
Liabilities
Dividends payable 1,206,676
Payable for investment securities purchased 557,864
Advisory fee payable 36,920
Transfer agent fee payable 3,421
Accrued expenses 102,159
-------------
Total liabilities 1,907,040
-------------
Net Assets $ 51,726,977
-------------
Composition of Net Assets
Capital stock, at par $36,789
Additional paid-in capital 58,588,340
Accumulated net realized loss on investment transactions (18,506,342)
Net unrealized appreciation of investments 11,608,190
-------------
$ 51,726,977
-------------
Net Asset Value Per Share
(based on 3,678,890 shares outstanding) $14.06
------
See notes to financial statements.
10 o ALLIANCE ALL-MARKET ADVANTAGE FUND
STATEMENT OF OPERATIONS
Year Ended September 30, 2005
Investment Income
Dividends (net of foreign taxes
withheld of $4,567) $ 438,002
Interest 29,312 $ 467,314
-----------
Expenses
Advisory fee 356,079
Custodian 124,626
Administrative 91,039
Audit 72,852
Legal 69,854
Shareholder servicing 49,089
Printing 35,392
Directors' fees 33,862
Registration 23,916
Transfer agency 19,007
Miscellaneous 4,171
-----------
Total expenses 879,887
Less: expenses waived by the Adviser
(see Note B) (30,910)
-----------
Net expenses 848,977
-----------
Net investment loss (381,663)
-----------
Realized and Unrealized Gain (Loss)
on Investment Transactions
Net realized gain (loss) on:
Investment transactions 3,242,844
Futures contracts (185,912)
Written options (111,404)
Short sales (43,083)
Net change in unrealized
appreciation/depreciation
of investments 6,734,680
-----------
Net gain on investment transactions 9,637,125
-----------
Net Increase in Net Assets
from Operations $ 9,255,462
-----------
See notes to financial statements.
ALLIANCE ALL-MARKET ADVANTAGE FUND o 11
STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended
September 30, September 30,
2005 2004
- -------------------------------------------------------------------------------
Increase (Decrease) in Net Assets
from Operations
Net investment loss $ (381,663) $ (668,182)
Net realized gain on investment
transactions 2,902,445 5,115,863
Net change in unrealized
appreciation/depreciation
of investments 6,734,680 (2,358,096)
------------ ------------
Net increase in net assets
from operations 9,255,462 2,089,585
Distributions to Shareholders from
Net realized gain on investment
transactions (1,614,458) (4,414,083)
Tax return of capital (3,192,492) (759,509)
Common Stock Transactions
Reinvestment of dividends resulting in
the issuance of common stock 260,117 304,899
------------ ------------
Total increase (decrease) 4,708,629 (2,779,108)
Net Assets
Beginning of period 47,018,348 49,797,456
------------ ------------
End of period (including accumulated
net investment income of $0 and $0,
respectively) $51,726,977 $47,018,348
------------ ------------
See notes to financial statements.
12 o ALLIANCE ALL-MARKET ADVANTAGE FUND
NOTES TO FINANCIAL STATEMENTS
September 30, 2005
NOTE A
Significant Accounting Policies
Alliance All-Market Advantage Fund, Inc. (the "Fund") was incorporated under
the laws of the state of Maryland on August 16, 1994 and is registered under
the Investment Company Act of 1940 as a diversified, closed-end management
investment company. The financial statements have been prepared in conformity
with U.S. generally accepted accounting principles, which require management to
make certain estimates and assumptions that affect the reported amounts of
assets and liabilities in the financial statements and amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates. The following is a summary of significant accounting policies
followed by the Fund.
1. Security Valuation
Portfolio securities are valued at their current market value determined on the
basis of market quotations or, if market quotations are not readily available
or aredeemed unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Fund's Board
of Directors.
In general, the market value of securities which are readily available and
deemed reliable are determined as follows. Securities listed on a national
securities exchange or on a foreign securities exchange are valued at the last
sale price at the close of the exchange or foreign securities exchange. If
there has been no sale on such day, the securities are valued at the mean of
the closing bid and asked prices on such day. Securities listed on more than
one exchange are valued by reference to the principal exchange on which the
securities are traded; securities not listed on an exchange but traded on The
NASDAQ Stock Market, Inc. ("NASDAQ") are valued in accordance with the NASDAQ
Official Closing Price; listed put or call options are valued at the last sale
price. If there has been no sale on that day, such securities will be valued at
the closing bid prices on that day; open futures contracts and options thereon
are valued using the closing settlement price or, in the absence of such a
price, the most recent quoted bid price. If there are no quotations available
for the day of valuation, the last available closing settlement price is used;
securities traded in the over-the-counter market, ("OTC") (but excluding
securities traded on NASDAQ) are valued at the mean of the current bid and
asked prices as reported by the National Quotation Bureau or other comparable
sources; U.S. Government securities and other debt instruments having 60 days
or less remaining until maturity are valued at amortized cost if their original
maturity was 60 days or less; or by amortizing their fair value as of the 61st
day prior to maturity if their original term to maturity exceeded 60 days;
fixed-income securities, including mortgage backed and asset backed securities,
may be valued on the basis of prices provided by a pricing service or at a
price obtained from one or more of the major broker/dealers. In cases where
broker/dealer quotes are obtained, Alliance Capital Management, L.P. (the
ALLIANCE ALL-MARKET ADVANTAGE FUND o 13
"Adviser") may establish procedures whereby changes in market yields or spreads
are used to adjust, on a daily basis, a recently obtained quoted price on a
security; and OTC and other derivatives are valued on the basis of a quoted bid
price or spread from a major broker/dealer in such security.
Securities for which market quotations are not readily available (including
restricted securities) or are deemed unreliable are valued at fair value.
Factors considered in making this determination may include, but are not
limited to, information obtained by contacting the issuer, analysts, analysis
of the issuer's financial statements or other available documents. In addition,
the Fund may usefair value pricing for securities primarily traded in non-U.S.
markets because, most foreign markets close well before the Fund values its
securities at 4:00 p.m., Eastern Time. The earlier close of these foreign
markets gives rise to the possibility that significant events, including broad
market moves, may have occurred in the interim and may materially affect the
value of those securities. To account for this, the Fund may frequently value
many of its foreign equity securities using fair value prices based on third
party vendor modeling tools to the extent available.
2. Taxes
It is the Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required. The Fund may be subject to taxes imposed by countries in which it
invests. Such taxes are generally based on income and/or capital gains earned
or repatriated. Taxes are accrued and applied to net investment income, net
realized gains and net unrealized appreciation/depreciation as such income
and/or gains are earned.
3. Investment Income and Investment Transactions
Dividend income (or expense on securities sold short) is recorded on the
exdividend date or as soon as the Fund is informed of the dividend. Investment
transactions are accounted for on the date securities are purchased or sold.
Investment gains and losses are determined on the identified cost basis.
4. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the
exdividend date. Income and capital gains distributions are determined in
accordance with federal tax regulations and may differ from those determined in
accordance with U.S. generally accepted accounting principles. To the extent
these differences are permanent, such amounts are reclassified within the
capital accounts based on their federal tax basis treatment; temporary
differences do not require such reclassification.
The Fund distributes to its shareholders an amount equal to 2.5% of the Fund's
total net assets at the beginning of each of the first three quarters of the
calendar
14 o ALLIANCE ALL-MARKET ADVANTAGE FUND
year. With respect to the fourth quarter, an amount equal to at least 2.5% of
the total net assets is distributed to shareholders. If these distributions
exceed the Fund's aggregate net investment income and net realized capital
gains with respect to a given year, the difference will generally constitute a
return of capital to shareholders.
NOTE B
Advisory Fee and Other Transactions with Affiliates
Under the terms of an Investment Advisory Agreement, the Fund pays the Adviser
a monthly fee at an annualized rate of 1.25% of the Fund's average weekly net
assets (the "Basic Fee") and an adjustment to the Basic Fee of plus or minus
..55% based upon the investment performance ofthe Fund in relation to the
investment record of theRussell 1000 Growth Index. Effective July 1, 2004
through June 30, 2005, the Adviser voluntarily agreed to waive .05% of the base
advisory fee. Effective July 1, 2005, the Adviser voluntarily agreed to waive
an additional .05% of the base advisory fee. For the year ended September 30,
2005, such waiver amounted to $30,910. Effective October 1, 2005, the Adviser
agreed to continue this .10% waiver of the base advisory fee until otherwise
agreed with the Fund's Board of Directors. Under the terms of the Investment
Advisory Agreement, the performance period for calculation of adjustments to
the Basic Fee is a rolling 36month period ending with the most recent calendar
month. During the year ended September 30, 2005, the fee as adjusted, amounted
to .66% of the Fund's average net assets.
Pursuant to an Administration Agreement, the Fund reimburses the Administrator
Alliance Capital Management, L.P. (the "Administrator") for its costs incurred
for providing administrative services, provided however that such reimbursement
shall not exceed an annualized rate of .25% of the average weekly net assets of
the Fund.
Under the terms of a Shareholder Inquiry Agency Agreement with Alliance Global
Investor Services, Inc. (AGIS), a wholly-owned subsidiary of the Adviser,
theFund reimburses AGIS for costs relating to servicing phone inquiries on
behalf oftheFund. During the year ended September 30, 2005, the Fund reimbursed
AGIS $280 for such cost.
Under the terms of a Shareholder Servicing Agreement, the Fund paid its
Shareholder Servicing Agent, UBS PaineWebber Inc. a quarterly fee equal to the
annualized rate of .10% of the Fund's average weekly net assets. The
Shareholder Servicing Agreement was terminated effective October 1, 2005.
Brokerage commissions paid on investment transactions for the year ended
September 30, 2005 amounted to $263,917, of which $5,587 and $0, respectively,
was paid to Sanford C. Bernstein Co., LLC and Sanford C.Bernstein Limited,
affiliates of the Adviser.
ALLIANCE ALL-MARKET ADVANTAGE FUND o 15
NOTE C
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments)
for the year ended September 30, 2005, were as follows:
Purchases Sales
- -------------------------------------------------------------------------------
Investment securities (excluding
U.S. government securities) $87,895,085 $92,985,511
U.S. government securities -0- -0-
The cost of investments for federal income tax purposes, gross unrealized
appreciation and unrealized depreciation are asfollows:
Cost $42,056,669
-----------
Gross unrealized appreciation $11,363,222
Gross unrealized depreciation (95,708)
-----------
Net unrealized appreciation $11,267,514
-----------
1. Financial Futures Contracts
The Fund may buy or sell financial futures contracts for the purpose of hedging
its portfolio against adverse affects of anticipated movements in themarket.
The Fund bears the market risk that arises from changes in the value of these
financial instruments and the imperfect correlation between movements in the
price of thefutures contracts and movements in the price of the securities
hedged or used for cover.
At the time the Fund enters into a futures contract, the Fund deposits and
maintains as collateral an initial margin as required by the exchange on which
the transaction is affected. Pursuant to the contract, the Fund agrees to
receive from or pay to the broker an amount of cash equal to the daily
fluctuation in the value of the contract. Such receipts or payments are known
as variation margin and are recorded by the Fund as unrealized gains or losses.
Risks may arise from the potential inability of a counterparty to meet the
terms of a contract. When the contract is closed, the Fund records a realized
gain or loss equal to the difference between the value of the contract at the
time it was opened and the time it was closed.
2. Option Transactions
For hedging and investment purposes, the Fund may purchase and write (sell) put
and call options on U.S. securities that are traded on U.S. securities
exchanges and over-the-counter markets.
16 o ALLIANCE ALL-MARKET ADVANTAGE FUND
The risk associated with purchasing an option is that the Fund pays a premium
whether or not the option is exercised. Additionally, the Fund bears the risk
of loss of premium and change in market value should the counterparty not
perform under the contract. Put and call options purchased are accounted for in
the same manner as portfolio securities. The cost of securities acquired
through the exercise of call options is increased by premiums paid. The
proceeds from securities sold through the exercise of put options are decreased
by the premiums paid.
When the Fund writes an option, the premium received by the Fund is recorded as
a liability and is subsequently adjusted to the current market value of the
option written. Premiums received from written options which expire unexercised
are recorded by the Fund on the expiration date as realized gains from options
written. The difference between the premium received and the amount paid on
effecting a closing purchase transaction, including brokerage commissions, is
also treated as a realized gain, or if the premium received is less than the
amount paid for the closing purchase transaction, as a realized loss. If a
written call option is exercised, the premium received is added to the proceeds
from the sale of the underlying security in determining whether the Fund has
realized a gain or loss. If a written put option is exercised, the premium
received reduces the cost basis of the security purchased by the Fund. In
writing an option, the Fund bears the market risk of an unfavorable change in
the price of the security underlying the written option. Exercise of an option
written by the Fund could result in the Fund selling or buying a security at a
price different from the current market value.
Transactions in written options for the year ended September 30, 2005 were
as follows:
Number of Premiums
Contracts Received
- -------------------------------------------------------------------------------
Options outstanding at
September 30, 2004 -0- $-0-
Options written 1,477 848,396
Options exercised (461) (347,763)
Options terminated in closing purchase
transactions (747) (452,258)
Options expired (269) (48,375)
------------ ------------
Options outstanding at September 30, 2005 -0- $-0-
------------ ------------
ALLIANCE ALL-MARKET ADVANTAGE FUND o 17
3. Securities Sold Short
The Fund may sell securities short. A short sale is a transaction in which the
Fund sells securities it does not own, but has borrowed, in anticipation of a
decline in the market price of the securities. The Fund is obligated to replace
the borrowed securities at their market price at the time of replacement. The
Fund's obligation to replace the securities borrowed in connection with a short
sale will be fully secured by collateral deposited with the broker. In
addition, the Fund will consider the short sale to be a borrowing by the Fund
that is subject to the asset coverage requirements of the 1940 Act. Short sales
by the Fund involve certain risks and special considerations. Possible losses
from short sales differ from lossesthat could be incurred from a purchase of a
security because losses from short sales may be unlimited, whereas losses from
purchases can not exceed the total amount invested.
NOTE D
Capital Stock
There are 300,000,000 shares of $.01 par value common stock authorized, of
which 3,678,890 shares were outstanding at September 30, 2005. During the years
ended September 30, 2005 and September 30, 2004, the Fund issued 19,193 shares
and 21,172 shares, respectively, in connection with the Fund's dividend
reinvestment plan.
NOTE E
Risks Involved in Investing in the Fund
Foreign Securities Risk--Investing in securities of foreign companies or
foreign governments involves special risks which include changes in foreign
exchange rates and the possibility of the future political and economic
developments which could adversely affect the value of such securities.
Moreover, securities of many foreign companies or foreign governments and their
markets may be less liquid and their prices more volatile than those of
comparable United States companies or of the United States Government.
Indemnification Risk--In the ordinary course of business, the Fund enters into
contracts that contain a variety of indemnifications. The Fund's maximum
exposure under these arrangements is unknown. However, the Fund has not had
prior claims or losses pursuant to these contracts and expects the risk of loss
thereunder to be remote.
18 o ALLIANCE ALL-MARKET ADVANTAGE FUND
NOTE F
Distributions to Shareholders
The tax character of distributions paid during the fiscal years ended September
30, 2005 and September 30, 2004 were as follows:
2005 2004
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $1,614,458 $4,414,083
Net long-term capital gains -0- -0-
------------ ------------
Total taxable distributions 1,614,458 4,414,083
Tax return of capital 3,192,492 759,509
------------ ------------
Total distributions paid $4,806,950 $5,173,592
------------ ------------
As of September 30,2005, the components of accumulated earnings/(deficit)
on a tax basis were as follows:
Accumulated capital and other losses $(16,946,060)(a)
-----------
Unrealized appreciation/(depreciation) 11,254,584(b)
-----------
Total accumulated earnings/(deficit) $(5,691,476)(c)
-----------
(a) On September 30, 2005, the Fund had a net capital loss carryforward of
$16,946,060 of which $5,475,704 expires in the year 2010 and $11,470,356
expires in 2011. Future realized gains offset by the loss carryforwards are not
required to be distributed to shareholders. However, under the Fund's
distribution policy, such gains may be distributed to shareholders in the year
the gains are realized. Any such gains distributed may be taxable to
shareholders. During the year ended September 30, 2005, the Fund utilized
$1,699,655 in carryforward losses.
(b) The difference between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax deferral of
losses on wash sales.
(c) The difference between book-basis and tax-basis components of accumulated
earnings/(deficit) is attributable primarily to dividends payable.
NOTE G
Legal Proceedings
As has been previously reported, the staff of the U.S. Securities and Exchange
Commission ("SEC") and the Office of New York Attorney General ("NYAG") have
been investigating practices in the mutual fund industry identified as "market
timing" and "late trading" of mutual fund shares. Certain other regulatory
authorities have also been conducting investigations into these practices
within the industry and have requested that the Adviser provide information to
them. The Adviser has been cooperating and will continue to cooperate with all
of these authorities. The shares of the Fund are not redeemable by the Fund,
but are traded on an exchange at prices established by the market. Accordingly,
the Fund and its shareholders are not subject to the market timing and late
trading practices that are the subject of the investigations mentioned above or
the lawsuits described below. Please see below for a description of the
agreements reached by the Adviser and the SEC and NYAG in connection with the
investigations mentioned above.
ALLIANCE ALL-MARKET ADVANTAGE FUND o 19
Numerous lawsuits have been filed against the Adviser and certain other
defendants in which plaintiffs make claims purportedly based on or related to
the same practices that are the subject of the SEC and NYAG investigations
referred to above. Some of these lawsuits name the Fund as a party. The
lawsuits are now pending in the United States District Court for the District
of Maryland pursuant to a ruling by the Judicial Panel on Multidistrict
Litigation transferring and centralizing all of the mutual fund cases involving
market and late trading in the District of Maryland (the "Mutual Fund MDL").
Management of the Adviser believes that these private lawsuits are not likely
to have a material adverse effect on the results of operations or financial
condition of the Fund.
On December 18, 2003, the Adviser confirmed that it had reached terms with the
SEC and the NYAG for the resolution of regulatory claims relating to the
practice of "market timing" mutual fund shares in some of the AllianceBernstein
Mutual Funds. The agreement with the SEC is reflected in an Order of the
Commission ("SEC Order"). The agreement with the NYAG is memorialized in an
Assurance of Discontinuance dated September 1, 2004 ("NYAG Order"). Among the
key provisions of these agreements are the following:
(i) The Adviser agreed to establish a $250 million fund (the
"Reimbursement Fund") to compensate mutual fund shareholders for the adverse
effects of market timing attributable to market timing relationships described
in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be
paid, in order of priority, to fund investors based on (i) their aliquot share
of losses suffered by the fund due to market timing, and (ii) a proportionate
share of advisory fees paid by such fund during the period of such market
timing;
(ii) The Adviser agreed to reduce the advisory fees it receives from some
of the AllianceBernstein long-term, open-end retail funds, commencing January
1, 2004, for a period of at least five years; and
(iii) The Adviser agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order contemplates that the
Adviser's registered investment company clients, including the Fund, will
introduce governance and compliance changes.
The shares of the Fund are not redeemable by the Fund, but are traded on an
exchange at prices established by the market. Accordingly, the Fund and its
shareholders are not subject to the market timing practices described in the
SEC Order and are not expected to participate in the Reimbursement Fund. Since
the Fund is a closed-end fund, it will not have its advisory fee reduced
pursuant to the terms of the agreements mentioned above.
On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the
Office of the Attorney General of the State of West Virginia and (ii) a request
for information from West Virginia's Office of the State Auditor, Securities
20 o ALLIANCE ALL-MARKET ADVANTAGE FUND
Commission (the "West Virginia Securities Commission") (together, the
"Information Requests"). Both Information Requests require the Adviser to
produce documents concerning, among other things, any market timing or late
trading in the Adviser's sponsored mutual funds. The Adviser responded to the
Information Requests and has been cooperating fully with the investigation.
On April 11, 2005, a complaint entitled The Attorney General of the State of
West Virginia v. AIM Advisors, Inc., et al. ("WVAG Complaint") was filed
against the Adviser, Alliance Capital Management Holding L.P. ("Alliance
Holding"), and various other defendants not affiliated with the Adviser. The
WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia
by the Attorney General of the State of West Virginia. The WVAG Complaint makes
factual allegations generally similar to those in certain of the complaints
related to the lawsuits discussed above. On May 31, 2005, defendants removed
the WVAG Complaint to the United States District Court for the Northern
District of West Virginia. On July 12, 2005, plaintiff moved to remand. On
October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.
On August 30, 2005, the deputy commissioner of securities of the West Virginia
Securities Commission signed a "Summary Order to Cease and Desist, and Notice
of Right to Hearing" addressed to the Adviser and Alliance Holding. The Summary
Order claims that the Adviser and Alliance Holding violated the West Virginia
Uniform Securities Act, and makes factual allegations generally similar to
those in the SEC Order and the NYAG Order. The Adviser intends to vigorously
defend against the allegations in the WVAG Complaint.
On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v.
Alliance Capital Management L.P., et al. ("Aucoin Complaint") was filed against
the Adviser, Alliance Capital Management Holding L.P., Alliance Capital
Management Corporation, AXA Financial, Inc., AllianceBernstein Investment
Research & Management, Inc., certain current and former directors of the
AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin
Complaint names certain of the AllianceBernstein mutual funds as nominal
defendants. The Fund was not named as a nominal defendant in the Aucoin
Complaint. The Aucoin Complaint was filed in the United States District Court
for the Southern District of New York by an alleged shareholder of an
AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other
things, (i) that certain of the defendants improperly authorized the payment of
excessive commissions and other fees from fund assets to broker-dealers in
exchange for preferential marketing services, (ii) that certain of the
defendants misrepresented and omitted from registration statements and other
reports material facts concerning such payments, and (iii) that certain
defendants caused such conduct as control persons of other defendants. The
Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and
48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act,
breach of common law fiduciary duties, and aiding and abetting breaches of
common law fiduciary
ALLIANCE ALL-MARKET ADVANTAGE FUND o 21
duties. Plaintiffs seek an unspecified amount of compensatory damages and
punitive damages, rescission of their contracts with the Adviser, including
recovery of all fees paid to the Adviser pursuant to such contracts, an
accounting of all fund-related fees, commissions and soft dollar payments, and
restitution of all unlawfully or discriminatorily obtained fees and expenses.
Since June 22, 2004, numerous additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against the
Adviser and certain other defendants. The complaints have been consolidated in
the Southern District of New York, and the Alliance defendants have moved to
dismiss the consolidated complaint. That motion is pending.
On October 19, 2005, the District Court granted in part, and denied in part,
defendants' motion to dismiss the Aucoin Complaint and as a result the only
claim remaining is plaintiffs' Section 36(b).
The Adviser believes that these matters are not likely to have a material
adverse effect on the Fund or the Adviser's ability to perform advisory
services relating to the Fund.
On September 16, 2005, the SEC gave a Wells Notice to the Adviser claiming that
the Adviser aided and abetted violations of Section 19(a) of the Investment
Company Act by the Fund and another closed-end fund managed by the Adviser (the
"Funds"). Section 19(a) requires disclosure of the character (e.g., return of
capital) of dividend distributions by investment companies and the Wells Notice
alleged that the Funds did not provide the required disclosure. The Funds
revised their dividend disclosures in 2004 in response to the SEC's review of
this matter and the Adviser believes the disclosures now fully comply with the
requirements of Section 19(a). The Adviser has reached an agreement in
principle with the SEC to resolve this matter, and the Adviser has recorded a
$450,000 charge against third quarter 2005 earnings in connection therewith.
22 o ALLIANCE ALL-MARKET ADVANTAGE FUND
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Common Stock Outstanding Throughout Each Period
Year Ended September 30,
-----------------------------------------------------------------
2005 2004 2003 2002 2001
----------- ----------- ----------- ----------- -----------
Net asset value, beginning of period $12.85 $13.69 $13.65 $19.68 $42.58
Income From Investment
Operations
Net investment loss(a) (.10)(b) (.18) (.22) (.26) (.42)
Net realized and unrealized
gain (loss) on investment
transactions 2.62 .76 1.58 (3.82) (15.36)
Net increase (decrease) in net
asset value from operations 2.52 .58 1.36 (4.08) (15.78)
Less: Distributions
Distributions from net realized
gain on investments (.44) (1.21) -0- -0- (3.52)
Tax return of capital (.87) (.21) (1.32) (1.95) (1.51)
Distribution in excess of
net realized gain on
investments -0- -0- -0- -0- (2.09)
Total distributions (1.31) (1.42) (1.32) (1.95) (7.12)
Net asset value, end of period $14.06 $12.85 $13.69 $13.65 $19.68
Market value, end of period $14.15 $14.19 $14.30 $13.45 $19.90
Premium/(Discount) .64% 10.43% 4.46% (1.47)% 1.12%
Total Return
Total investment return
based on:(c)
Market value 9.72% 9.39% 16.93% (24.59)% (38.96)%
Net asset value 20.39% 3.74% 10.42% (22.64)% (41.76)%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $51,727 $47,018 $49,797 $49,534 $71,180
Ratio to average net assets of:
Expenses, before waivers 1.79% 1.74% 2.28% 2.06% 2.45%
Expenses, net of waivers, excluding interest
expense 1.73% 1.73% 2.28% 2.06% 2.45%
Net investment loss (.78)%(b) (1.30)% (1.58)% (1.38)% (1.47)%
Portfolio turnover rate 189% 336% 294% 215% 311%
See footnote summary on page 24.
ALLIANCE ALL-MARKET ADVANTAGE FUND o 23
(a) Based on average shares outstanding.
(b) Net of waivers/reimbursement by the Adviser.
(c) Total investment return is calculated assuming a purchase of common stock
on the opening of the first day and a sale on the closing of the last day of
each period reported. Dividends and distributions, if any, are assumed for
purposes of this calculation, to be reinvested at prices obtained under the
Fund's dividend reinvestment plan. Generally, total investment return based on
net asset value will be higher than total investment return based on market
value in periods where there is an increase in the discount or a decrease in
the premium of the market value to the net asset value from the beginning to
the end of such periods. Conversely, total investment return based on the net
asset value will be lower than total investment return based on market value in
periods where there is a decrease in the discount or an increase in the premium
of the market value to the net asset value from the beginning to the end of
such periods. Total investment return calculated for a period of less than one
year is not annualized.
24 o ALLIANCE ALL-MARKET ADVANTAGE FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of Alliance All-Market Advantage Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Alliance All-Market Advantage
Fund, Inc. (the "Fund") at September 30, 2005, the results of its operations
for the year then ended, the changes in its net assets for each of the two
years in the period then ended and the financial highlights for each of the
five years in the period then ended, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
and financial highlights (hereafter referred to as "financial statements") are
the responsibility of the Fund's management; our responsibility is to express
anopinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at September 30, 2005 by correspondence with the
custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
November 22, 2005
ALLIANCE ALL-MARKET ADVANTAGE FUND o 25
ADDITIONAL INFORMATION
(unaudited)
Shareholders whose shares are registered in their own names will automatically
be participants in the Dividend Reinvestment Plan (the "Plan"), pursuant to
which distributions to shareholders will be paid in or reinvested in additional
shares of the Fund. Computershare Investor Services (the "Agent") will act as
agent for participants under the Plan. Shareholders whose shares are held in
the name of a broker or nominee should contact such broker or nominee to
determine whether or how they may participate in the Plan.
If the Board declares a distribution payable either inshares or in cash, as
holders of the Common Stock may have elected, non-participants in the Plan will
receive cash and participants in the Plan will receive the equivalent in shares
of Common Stock of the Fund valued as follows:
(i) If the shares of Common Stock are trading at net asset value or at a
premium above net asset value at the time of valuation, the Fund will issue new
shares at the greater of net asset value or 95% of the then current market
price.
(ii) If the shares of Common Stock are trading at a discount from net asset
value at the time of valuation, the Plan Agent will receive the distribution in
cash and apply it to the purchase of the Fund's shares of Common Stock in the
open market on the New York Stock Exchange or elsewhere, for the participants'
accounts. Such purchases will be made on or shortly after the payment date for
such distribution and in no event more than 30 days after such date except
where temporary curtailment or suspension of purchase is necessary to comply
with Federal securities laws. If, before the Agent has completed its purchases,
the market price exceeds the net asset value of a share of Common Stock, the
average purchase price per share paid by the Agent may exceed the net asset
value of the Fund's shares of Common Stock, resulting in the acquisition of
fewer shares than if the distribution had been paid in shares issued by the
Fund.
The Agent will maintain all shareholders' accounts in the Plan and furnish
written confirmation of all transactions in the account, including information
needed by shareholders for tax records. Shares in the account of each Plan
participant will be held by the Agent in non-certificate form in the name of
the participant, and each shareholder's proxy will include those shares
purchased or received pursuant to the Plan.
There will be no charges with respect to shares issued directly by the Fund to
satisfy the reinvestment requirements. However, each participant will pay a pro
rata share of brokerage commissions incurred with respect to the Agent's open
market purchases of shares. In each case, the cost per share of shares
purchased for each shareholder's accounts will be the average cost, including
brokerage commissions, of any shares purchased in the open market plus the cost
of any shares issued by the Fund.
26 o ALLIANCE ALL-MARKET ADVANTAGE FUND
The automatic reinvestment of dividends and distributions will not relieve
participants of any income taxes that may be payable (or required to be
withheld) on distributions.
Experience under the Plan may indicate that changes are desirable. Accordingly,
the Fund reserves the right to suspend or terminate the Plan as applied to any
distribution paid subsequent to written notice of the change sent to
participants in the Plan at least 90 days before the record date for such
distribution. The Plan may also be amended or terminated by the Agent on at
least 90 days' written notice to participants in the Plan. All correspondence
concerning the Plan should be directed to the Agent at Computershare Investor
Services, P.O. Box 43010, Providence, RI 02940-3010.
Since the filing of the most recent amendments to the Fund's registration
statement with the Securities and Exchange Commission, there have been (i) no
material changes in the Fund's investment objectives or policies, (ii) no
changes to the Fund's charter or by-laws that would delay or prevent a change
of control of the Fund, and (iii) no material changes in the principal risk
factors associated with investment in the Fund.
ALLIANCE ALL-MARKET ADVANTAGE FUND o 27
BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman
Marc O. Mayer, President
Ruth Block(1)
David H. Dievler(1)
John H. Dobkin(1)
Michael J. Downey(1)
Dr. James M. Hester(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer
Thomas J. Bardong, Vice President
Thomas Kamp, Vice President
John A. Koltes, Vice President
Daniel Nordby, Vice President
Michael J. Reilly(2), Vice President
Emilie D. Wrapp, Secretary
Mark D. Gersten, Treasurer and Chief Financial Officer
Vincent S. Noto, Controller
Administrator
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, NY 10105
Dividend Paying Agent, Transfer Agentand Registrar
The Bank of New York
101 Barclay Street
New York, NY 10286
Independent Registered Public
Accounting Firm
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
Custodian
The Bank of New York
100 Church Street
New York, NY 10286
(1) Member of the Audit Committee, the Governance and Nominating Committee and
Independent Director Committee.
(2) Mr. Reilly is the person primarily responsible for the day-to-day
management of the Fund's investment portfolio.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Fund may purchase at market prices from time to
time shares of its Common Stock in the open market.
This report, including the financial statements herein, is transmitted to
the shareholders of Alliance All-Market Advantage Fund for their information.
The financial information included herein is taken from the records of the
Fund. This is not a prospectus, circular or representation intended for use in
the purchase of shares of the Fund or any securities mentioned in this report.
Annual Certifications - As required, on April 21, 2005, the Fund submitted
to the New York Stock Exchange ("NYSE") the annual certification of the Fund's
Chief Executive Officer certifying that he is not aware of any violation of the
NYSE's Corporate Governance listing standards. The Fund also has included the
certifications of the Fund's Chief Executive Officer and Chief Financial
Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits
to the Fund's Form N-CSR filed with the Securities and Exchange Commission for
the period.
28 o ALLIANCE ALL-MARKET ADVANTAGE FUND
MANAGEMENT OF THE FUND
Board of Directors Information
The business and affairs of the Fund are managed under the direction of the
Board of Directors. Certain information concerning the Fund's Directors is set
forth below.
PORTFOLIOS
IN FUND OTHER
NAME, PRINCIPAL COMPLEX DIRECTORSHIPS
ADDRESS, DATE OF BIRTH OCCUPATION(S) OVERSEEN BY HELD BY
(FIRST YEAR ELECTED*) DURING PAST 5 YEARS DIRECTOR DIRECTOR
- ------------------------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTOR
Marc O.Mayer, ** Executive Vice President of Alliance 81 SCB Partners, Inc.
1345 Avenue of the Capital Management Corporation SCB, Inc.
Americas, ("ACMC")** since 2001 and Chairman
New York, NY 10105 of the Board of AllianceBernstein
10/2/57 Investment Research and Management,
(2003) Inc. ("ABIRM") since 2000; prior thereto,
Chief Executive Officer of Sanford
C. Bernstein &Co., LLC (institutional
research and brokerage arm of
Bernstein &Co., LLC ("SCB&Co."))
and its predecessor since prior to 2000.
DISINTERESTED DIRECTORS
William H. Foulk, Jr., #+ Investment adviser and an independent 108 None
2 Sound View Drive consultant. He was formerly Senior
Suite 100 Manager of Barrett Associates, Inc.,
Greenwich, CT 06830 a registered investment adviser, with
Chairman of the Board which he had been associated since
9/7/32 prior to 2000. He was formerly Deputy
(1994) Comptroller and Chief Investment
Officer of the State of New York and,
prior thereto, Chief Investment Officer
of the New York Bank for Savings.
Ruth Block, #++ Formerly an Executive Vice 106 None
500 SE Mizner Blvd. President and Chief Insurance
Boca Raton, FL 33432 Officer of The Equitable Life
11/7/30 Assurance Society of the United
(1994) States; Chairman and Chief
Executive Officer of Evlico (insurance);
Director of Avon, BP (oil and gas),
Ecolab Incorporated (specialty
chemicals), Tandem Financial Group
and Donaldson, Lufkin & Jenrette
Securities Corporation; Governor at
Large, National Association of Securities
Dealers, Inc.
David H. Dievler, # Independent consultant. Until 107 None
P.O. Box 167 December 1994, he was Senior Vice
Spring Lake, NJ 07762 President of ACMC responsible
10/23/29 for mutual fund administration.
(1994) Prior to joining ACMC in 1984, he was
Chief Financial Officer of Eberstadt
Asset Management since 1968.
Prior tothat, he was a Senior Manager at
Price Waterhouse & Co. Member
of American Institute of Certified
Public Accountants since 1953.
ALLIANCE ALL-MARKET ADVANTAGE FUND o 29
PORTFOLIOS
IN FUND OTHER
NAME, PRINCIPAL COMPLEX DIRECTORSHIPS
ADDRESS, DATE OF BIRTH OCCUPATION(S) OVERSEEN BY HELD BY
(FIRST YEAR ELECTED*) DURING PAST 5 YEARS DIRECTOR DIRECTOR
- ---------------------------------------------------------------------------------------------------------------------------
(continued)
John H. Dobkin, # Consultant. Formerly, President 106 None
P.O. Box 12 of Save Venice, Inc. (preservation
Annandale, NY 12504 organization) from 2001-2002.
2/19/42 Senior Adviser from June 1999-
(1994) June 2000 and President of Historic
Hudson Valley(historic preservation)
from December 1989-May 1999.
Previously, Director of the National
Academy of Design and during
1988-1992, Director and Chairman
of the AuditCommittee of ACMC.
Michael J. Downey, # Consultant since January 2004. 81 Asia Pacific Fund,
c/o Alliance Capital Formerly managing partner of Inc., and
Management L.P. Lexington Capital, LLC (investment The Merger Fund
Attn:Philip Kirstein advisory firm) from December 1997
1345 Avenue of the until December 2003. Prior thereto,
Americas Chairman and CEO of Prudential
New York, NY 10105 Mutual Fund Management from
1/26/44 1987 to 1993.
(2005)
Dr. James M. Hester, # Formerly President of the Harry 11 None
25 Cleveland Lane Frank Guggenheim Foundation,
Princeton, NJ 08540 New York University and the New
4/19/24 York Botanical Garden, Rector of
(1994) the United Nations University and
Vice Chairman of the Board of the
Federal Reserve Bank of NewYork.
* There is no stated term of office for the Fund's Directors.
** Mr. Mayer is an "interested person", as defined in the 1940 Act, due to his
position as an Executive Vice President of ACMC.
# Member of the Audit Committee, the Governance & Nominating Committee and
Independent Directors Committee.
+ Member of the Fair Value Pricing Committee.
++ Ms. Block was an "interested person", as defined in the 1940 act, until
October 21, 2004 by reason of her ownership of equity securities of a
controlling person of the Adviser. Such securities were sold for approximately
$2,400 on October 21, 2004. Ms. Block received shares of The Equitable
Companies Incorporated as part of the demutualization of The Equitable Life
Assurance Society of the United States. Her Equitable shares were subsequently
converted through a corporate action into 116 American Depositary Shares of AXA.
30 o ALLIANCE ALL-MARKET ADVANTAGE FUND
Officers of the Fund
Certain information concerning the Fund's Officers is set forth below.
NAME, ADDRESS* POSITION(S) PRINCIPAL OCCUPATION
AND DATE OF BIRTH HELD WITH FUND DURING PAST 5 YEARS
- ----------------------------------------------------------------------------------------------------
Marc O. Mayer President and Chief See biography above.
10/2/57 Executive Officer
Philip L. Kirstein Senior Vice President Senior Vice President and Independent
5/29/45 and Independent Compliance Officer of the Alliance-
Compliance Officer Bernstein Funds, with which he has
been associated since October 2004.
Prior thereto, he was Of Counsel to
Kirkpatrick & Lockhart, LLP from
October 2003 to October 2004, and
General Counsel of Merrill Lynch
Investment Managers, L.P. since prior
to 2000 until March 2003.
Thomas J. Bardong Vice President Senior Vice President of ACMC**, with
4/28/45 which he has been associated since
prior to 2000.
Thomas Kamp Vice President Senior Vice President of ACMC**, with
8/11/61 which he has been associated with
since prior to 2000.
John A. Koltes Vice President Senior Vice President of ACMC**, with
6/16/42 which he has been associated with
since prior to 2000.
Daniel Nordby Vice President Senior Vice President of ACMC**, with
4/27/44 which he has been associated
since 2000.
Michael J. Reilly Vice President Senior Vice President of ACMC**, with
6/3/64 which he has been associated
since prior to 2000.
Emilie D. Wrapp Secretary Senior Vice President, Assistant General
11/13/55 Counsel and Assistant Secretary of
ABIRM**, with which she has been
associated since prior to 2000.
Mark D. Gersten Treasurer and Chief Senior Vice President of Alliance Global
10/4/50 Financial Officer Investor Services, Inc. ("AGIS")** and
Vice President of ABIRM**, with
which he has been associated since prior to
2000.
Vincent S. Noto Controller Vice President of AGIS**, with which
12/14/64 he has been associated since prior to
2000.
* The address for each of the Fund's Officers is 1345 Avenue of the Americas,
New York, NY 10105.
** ACMC, ABIRM, AGIS and SCB & Co. are affiliates of the Fund.
ALLIANCE ALL-MARKET ADVANTAGE FUND o 31
Information Regarding the Review and Approval of the Fund's Advisory and
Administration Agreements
The Fund's disinterested directors (the "directors") unanimously approved the
continuance of the Advisory Agreement between the Fund and the Adviser and the
continuance of the Administration Agreement between the Adviser (in such
capacity, the "Administrator") and the Fund at a meeting held on September 14
and 16, 2005.
In preparation for the meeting, the directors had requested from the Adviser
and evaluated extensive materials, including performance and expense
information for other investment companies with similar investment objectives
derived from data compiled by Lipper Inc. ("Lipper"). Prior to voting, the
directors reviewed the proposed continuance of the Advisory Agreement and
Administration Agreement with management and with experienced counsel who are
independent of the Adviser and received a memorandum from such counsel
discussing the legal standards for their consideration of the proposed
continuance. The directors also discussed the proposed continuance in four
private sessions at which only the directors, their independent counsel and the
Fund's Independent Compliance Officer were present. In reaching their
determinations relating to continuance of the Advisory Agreement and the
Administration Agreement, the directors considered all factors they believed
relevant, including the following:
1. information comparing the performance of the Fund to other investment
companies with similar investment objectives and to an index;
2. the nature, extent and quality of investment, compliance, administrative
and other services rendered by the Adviser;
3. payments received by the Adviser from all sources in respect of the Fund
and all investment companies in the AllianceBernstein Funds complex;
4. the costs borne by, and profitability of, the Adviser and its affiliates
in providing services to the Fund and to all investment companies in the
AllianceBernstein Funds complex;
5. comparative fee and expense data for the Fund and other investment
companies with similar investment objectives;
6. the extent to which economies of scale would be realized to the extent
the Fund grows and whether fee levels reflect these economies of scale for the
benefit of investors;
32 o ALLIANCE ALL-MARKET ADVANTAGE FUND
7. the Adviser's policies and practices regarding allocation of portfolio
transactions of the Fund;
8. portfolio turnover rates for the Fund;
9. fall-out benefits which the Adviser and its affiliates receive from their
relationships with the Fund;
10.the Adviser's representation that it does not advise other clients with
substantially similar investment objectives and strategies as the Fund;
11.the professional experience and qualifications of the Fund's portfolio
management team and other senior personnel of the Adviser;
12.the terms of the Advisory Agreement; and
13.the terms of the Administration Agreement.
The directors also considered their knowledge of the nature and quality of the
services provided by the Adviser to the Fund gained from their experience as
directors or trustees of most of the funds advised by the Adviser, their
overall confidence in the Adviser's integrity and competence they have gained
from that experience and the Adviser's responsiveness to concerns raised by
them in the past, including the Adviser's willingness to consider and implement
organizational and operational changes designed to improve investment results
and the services provided to the AllianceBernstein Funds.
In their deliberations, the directors did not identify any particular
information that was all-important or controlling, and each director attributed
different weights to the various factors.
The directors determined that the overall arrangements (i) between the Fund and
the Adviser, as provided in the Advisory Agreement, and (ii) between the Fund
and the Administrator, as provided in the Administration Agreement, were fair
and reasonable in light of the services performed, expenses incurred and such
other matters as the directors considered relevant in the exercise of their
business judgment.
The material factors and conclusions that formed the basis for the directors
reaching their determinations to approve the continuance of the Advisory
Agreement and Administration Agreement (including their determinations that the
Adviser should continue to be the investment adviser for the Fund, that the
Administrator should continue to be the administrator for the Fund, and that
the fees payable to the Adviser pursuant to the Advisory Agreement and to the
ALLIANCE ALL-MARKET ADVANTAGE FUND o 33
Administrator pursuant to the Administration Agreement are appropriate) were
separately discussed by the directors.
Nature, extent and quality of services provided by the Adviser
The directors noted that, under the Advisory Agreement, the Adviser, subject to
the control of the directors, administers the Fund's business and other
affairs. The Adviser manages the investment of the assets of the Fund,
including making purchases and sales of portfolio securities consistent with
the Fund's investment objective and policies. The Adviser also provides the
Fund with such office space, administrative and other services (exclusive of,
and in addition to, any such services provided by any others retained by the
Fund) and executive and other personnel as are necessary for the Fund's
operations. The Adviser pays all of the compensation of directors of the Fund
who are affiliated persons of the Adviser and of the officers of the Fund.
The directors noted that the Advisory Agreement for the Fund does not contain a
reimbursement provision for the cost of certain administrative and other
services provided by the Adviser. The directors noted that under the
Administration Agreement, the Administrator, subject to the supervision of the
directors, renders certain administrative services to the Fund, including
specified duties with respect to, among other things, the preparation of
reports required to be sent to the Fund's shareholders, the preparation of
reports required to be filed with the Securities and Exchange Commission on
Form N-SAR, arranging for the dissemination to shareholders of proxy materials,
negotiating the terms and conditions under which custodian and dividend
disbursing services will be provided and the related fees, arranging for the
calculation of the net asset value of the Fund, the calculation of the basic
fee payable to the Adviser and the adjustment to the basic fee based on the
investment performance of the Fund in relation to the investment record of the
Russell 1000 Growth Index, determining the amounts available for distribution
as dividends and distributions to shareholders, assisting the Fund's
independent accountants with the filing of tax returns, monitoring compliance
of the Fund's operations with the Act and with the Fund's investment policies
and limitations, monitoring compliance of the Fund's operations with respect to
short sales with the Investment Company Act of 1940 and with the Internal
Revenue Code, and providing accounting and bookkeeping services.
The directors considered the scope and quality of services provided by the
Adviser under the Advisory Agreement and by the Administrator under the
Administration Agreement and noted that the scope of services provided by
advisers and administrators of funds had expanded over time as a result of
regulatory and other developments. The directors noted that, for example, the
Adviser (including in its capacity as Administrator of the Fund) is responsible
for maintaining and monitoring its own and, to varying degrees, the Fund's
compliance programs, and these compliance programs have recently been refined
and
34 o ALLIANCE ALL-MARKET ADVANTAGE FUND
enhanced in light of new regulatory requirements. The directors considered the
quality of the in-house investment research capabilities of the Adviser and the
other resources it has dedicated to performing services for the Fund. The
quality of administrative and other services, including the Adviser's role in
coordinating the activities of the Fund's other service providers, also were
considered. The directors also considered the Adviser's response to recent
regulatory compliance issues affecting a number of the investment companies in
the AllianceBernstein Funds complex. The directors concluded that, overall,
they were satisfied with the nature, extent and quality of services provided to
the Fund under the Advisory Agreement and the Administration Agreement.
Costs of Services Provided and Profitability to the Adviser
The directors reviewed a schedule of the revenues, expenses and related notes
indicating the profitability of the Fund to the Adviser (including in its
capacity as Administrator) for calendar years 2003 and 2004. The directors
reviewed the assumptions and methods of allocation used by the Adviser in
preparing fund-specific profitability data, and noted the Adviser's
representation to them that it believed that the methods of allocation used in
preparing the profitability information were reasonable and appropriate and
that the Adviser had previously discussed with the directors that there is no
generally accepted allocation methodology for information of this type. The
directors also noted that the methodology for preparing fund-by-fund
profitability information was being reviewed and that it was expected that an
updated methodology would be used in 2005, and that it would differ in various
respects from the methodology used in 2004 and in prior years.
The directors recognized that it is difficult to make comparisons of
profitability from fund management contracts because comparative information is
not generally publicly available and is affected by numerous factors, including
the structure of the particular adviser, the types of funds it manages, its
business mix, numerous assumptions regarding allocations and the adviser's
capital structure and cost of capital. In considering profitability
information, the directors considered the effect of fall-out benefits on the
Adviser's expenses. The directors focused on the profitability of the Adviser's
relationship with the Fund before taxes. The directors recognized that the
Adviser should generally be entitled to earn a reasonable level of profits for
the services it provides to the Fund and, based on their review, concluded that
they were satisfied that the Adviser's level of profitability from its
relationship with the Fund was not excessive.
Fall-Out Benefits
The directors considered that the Adviser benefits from soft dollar
arrangements whereby it receives brokerage and research services from many of
the brokers and dealers that execute purchases and sales of securities on
behalf of its clients on an agency basis. They noted that the Adviser makes
presentations to the directors regarding its trading practices and brokerage
allocation policies, including its
ALLIANCE ALL-MARKET ADVANTAGE FUND o 35
policies with respect to soft dollar arrangements, from time to time and had
made a special presentation to the directors in May 2005 on this subject. The
directors noted that the Adviser has represented to them that all of its soft
dollar arrangements are consistent with applicable legal requirements including
the achievement of best execution. At the special presentation, the directors
received and reviewed information concerning the Adviser's soft dollar
arrangements, which included a description of the Adviser's policies and
procedures with respect to allocating portfolio transactions for brokerage and
research services, data on the dollar amount of commissions allocated for
third-party research and brokerage services and for proprietary research and
brokerage services, and a list of firms providing third-party research and
brokerage to the Adviser.
The directors also noted that a subsidiary of the Adviser provides certain
shareholder services to the Fund and receives compensation from the Fund for
such services and that brokers who are affiliated with the Adviser are
permitted to execute brokerage transactions for the Fund subject to
satisfaction of certain requirements.
The directors recognized that the Adviser's profitability would be somewhat
lower if the Adviser's subsidiary did not receive the benefits described above.
The directors also believe that the Adviser derives reputational and other
benefits from its association with the Fund.
Investment Results
In addition to the information reviewed by the directors in connection with the
meeting, the directors receive detailed comparative performance information for
the Fund at each regular Board meeting during the year. At the meeting, the
directors reviewed information prepared by the Adviser based on information
obtained from Lipper showing performance of the Fund compared to other funds in
the Lipper Growth Funds Average (the "Lipper Average") for periods ending May
31, 2005 over the year to date ("YTD"), 1-, 3-, 5- and 10-year and since
inception periods (inception November 1994) and for calendar years 2004 to
1995, and compared to the Russell 1000 Growth Index (the Fund's benchmark). The
directors noted that in the Lipper Average comparison, the Fund's performance
was significantly above the Lipper medians in the YTD, 10-year and
since-inception periods, somewhat below the Lipper median in the 1-year period
and significantly below the Lipper medians in the 3- and 5-year periods, and
that the Fund's calendar year performance was at the Lipper median in 2001,
significantly above the Lipper medians in 1995 to 1999 and significantly below
the Lipper medians in all other calendar year periods reviewed. The directors
further noted that the Fund outperformed the Fund's benchmark in all periods
reviewed except in the 3- and 5-year periods when it underperformed its
benchmark. Based on their review and their discussion of the reasons for the
Fund's underperformance in certain periods with the Adviser, the directors
retained confidence in the Adviser's ability to continue to advise the Fund and
concluded that
36 o ALLIANCE ALL-MARKET ADVANTAGE FUND
the Fund's investment performance was understandable. The directors informed
the Adviser that they planned to closely monitor the Fund's performance.
Advisory Fees and Other Expenses
The directors considered the latest fiscal period actual management fees paid
by the Fund (advisory fees paid to the Adviser and administration fees paid to
the Adviser (in its capacity as Administrator of the Fund)) and information
prepared by Lipper concerning fee rates paid by other funds in the same Lipper
category as the Fund. They compared the combined advisory and administration
fees paid by the Fund to the advisory fees of other funds where there is no
separate administrator. The directors recognized that it is difficult to make
comparisons of advisory fees because there are variations in the services that
are included in the fees paid by other funds. In addition, the Fund's advisory
fee incorporates a performance adjustment whereas most other funds do not pay
fees with performance adjustments, making comparisons particularly difficult.
The directors noted that in connection with the settlement of the market timing
matter with the New York Attorney General, the Adviser agreed to material
reductions (averaging 20%) in the fee schedules of most of the open-end funds
sponsored by the Adviser (other than money market funds).
Prior to their September 14 and 16, 2005 meeting, the directors requested a
reduction in the advisory fees of the Fund to the levels charged to comparable
open-end funds managed by the Adviser. At their September 14 and 16, 2005
meeting, the directors considered the Adviser's position that no fee
adjustments were warranted in the Fund's particular circumstances, including
the performance adjustment in its fee and the base fee waiver referred to
below. After discussion with the directors, the Adviser agreed to continue the
current 10 basis point base fee waiver until such time as the Board agreed that
it could be discontinued.
The directors reviewed information in the Adviser's Form ADV and noted that it
charged institutional clients lower fees for advising comparably sized accounts
using strategies that differ from those of the Fund but which involve
investments in equity securities. They had previously received an oral
presentation from the Adviser that supplemented the information in the Form ADV.
The Adviser reviewed with the directors the significant differences in the
scope of services it provides to institutional clients and to the Fund. For
example, the Advisory Agreement requires the Adviser to provide, in addition to
investment advice, office facilities and officers (including officers to
provide required certifications). The Adviser also coordinates the provision of
services to the Fund by non-affiliated service providers and is responsible for
the compensation of the Fund's Independent Compliance Officer and certain
related expenses. The pro-
ALLIANCE ALL-MARKET ADVANTAGE FUND o 37
vision of these non-advisory services involves costs and exposure to liability.
The Adviser explained that many of these services normally are not provided to
non-investment company clients, and that fees charged to the Fund reflect the
costs and risks of the additional obligations. In light of these facts, the
directors did not place significant weight on these fee comparisons.
The directors also considered the total expense ratio of the Fund in comparison
to the fees and expenses of funds within a comparison group created by Lipper
(an Expense Group, which Lipper described as a representative sample of
comparable funds). Comparison information for an Expense Universe (described by
Lipper as a broader group, consisting of all funds in the Fund's
classification/objective with a similar load type as the Fund) was not provided
by Lipper in light of the relatively small number of funds in the Fund's Lipper
category. The expense ratio of the Fund was based on the Fund's latest fiscal
year expense ratio. The directors recognized that the expense ratio information
for the Fund potentially reflected on the Adviser's provision of services, as
the Adviser is responsible for coordinating services provided to the Fund by
others. The directors noted that the expense ratios of some funds in the Fund's
Lipper category also were lowered by waivers or reimbursements by those funds'
investment advisers, which in some cases were voluntary and perhaps temporary.
The information reviewed by the directors showed that the Fund's latest fiscal
period actual management fees of 97.4 basis points (combined advisory and
administration fees paid under the Advisory and Administration Agreements),
which reflected a fee waiver, were significantly higher than the median for the
Expense Group. The directors noted that the Fund currently benefits from a 10
basis point base advisory fee waiver and that the Adviser had previously agreed
to continue the 10 basis point waiver until the Fund's cumulative performance
from June 30, 2003 measured at the end of each quarter following June 30, 2005
exceeds that of the Large Cap Growth Lipper Average. As a result of the
discussions referred to above, the Adviser had agreed to waive 10 basis points
of the base advisory fee until such time as the Board agrees that the waiver
may be terminated. The directors noted that the Fund's total expense ratio was
significantly higher than the median for the Expense Group. The Adviser
explained that the Fund's relatively high expense ratio was in part due to the
Fund's small size (approximately $50 million), which results in fixed expenses
of the Fund having a much larger impact on the expense ratio than is the case
for larger funds. The directors also noted that the Adviser had recently
reviewed with them steps being taken that are intended to reduce expenses of
the AllianceBernstein Funds. The directors also noted that, effective October
1, 2005, the Fund's Shareholder Servicing Agreement with a third party
broker-dealer would be terminated, resulting in a 10 basis point reduction in
the Fund's expense ratio. The directors concluded that the Fund's expense ratio
was acceptable in the Fund's particular circumstances.
38 o ALLIANCE ALL-MARKET ADVANTAGE FUND
Economies of Scale
The directors considered that the Fund is a closed-end Fund and that it was not
expected to have meaningful asset growth as a result. In such circumstances,
the directors did not view the potential for realization of economies of scale
as the Fund's assets grow to be a material factor in their deliberations. The
directors noted that if the Fund's net assets were to increase materially as a
result of, e.g., an acquisition or rights offering, they would review whether
potential economies of scale would be realized.
ALLIANCE ALL-MARKET ADVANTAGE FUND o 39
ALLIANCEBERNSTEIN FAMILY OF FUNDS
- -------------------------------------------------------------------------------
Wealth Strategies Funds
- -------------------------------------------------------------------------------
Balanced Wealth Strategy
Wealth Appreciation Strategy
Wealth Preservation Strategy
Tax-Managed Balanced Wealth Strategy
Tax-Managed Wealth Appreciation Strategy
Tax-Managed Wealth Preservation Strategy
- -------------------------------------------------------------------------------
Blended Style Funds
- -------------------------------------------------------------------------------
U.S. Large Cap Portfolio
International Portfolio
Tax-Managed International Portfolio
- -------------------------------------------------------------------------------
Growth Funds
- -------------------------------------------------------------------------------
Domestic
Growth Fund
Mid-Cap Growth Fund
Large Cap Growth Fund*
Small Cap Growth Portfolio
Global & International
Global Health Care Fund*
Global Research Growth Fund
Global Technology Fund*
Greater China '97 Fund
International Growth Fund*
International Research Growth Fund*
- -------------------------------------------------------------------------------
Value Funds
- -------------------------------------------------------------------------------
Domestic
Balanced Shares
Focused Growth & Income Fund*
Growth & Income Fund
Real Estate Investment Fund
Small/Mid-Cap Value Fund*
Utility Income Fund
Value Fund
Global & International
Global Value Fund
International Value Fund
- -------------------------------------------------------------------------------
Taxable Bond Funds
- -------------------------------------------------------------------------------
Americas Government Income Trust
Corporate Bond Portfolio
Emerging Market Debt Fund
Global Strategic Income Trust
High Yield Fund
Multi-Market Strategy Trust
Quality Bond Portfolio
Short Duration Portfolio
U.S. Government Portfolio
- -------------------------------------------------------------------------------
Municipal Bond Funds
- -------------------------------------------------------------------------------
National
Insured National
Arizona
California
Insured California
Florida
Massachusetts
Michigan
Minnesota
New Jersey
New York
Ohio
Pennsylvania
Virginia
- -------------------------------------------------------------------------------
Intermediate Municipal Bond Funds
- -------------------------------------------------------------------------------
Intermediate California
Intermediate Diversified
Intermediate New York
- -------------------------------------------------------------------------------
Closed-End Funds
- -------------------------------------------------------------------------------
All-Market Advantage Fund
ACM Income Fund
ACM Government Opportunity Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
California Municipal Income Fund
National Municipal Income Fund
New York Municipal Income Fund
The Spain Fund
World Dollar Government Fund
World Dollar Government Fund II
We also offer Exchange Reserves,** which serves as the money market fund
exchange vehicle for the AllianceBernstein mutual funds.
For more complete information on any AllianceBernstein mutual fund, including
investment objectives and policies, sales charges, expenses, risks and other
matters of importance to prospective investors, visit our web site at
www.alliancebernstein.com or call us at (800) 227-4618 for a current
prospectus. You should read the prospectus carefully before you invest.
* Prior to December 15, 2004, these Funds were named as follows: Global
Health Care Fund was Health Care Fund; Large Cap Growth Fund was Premier Growth
Fund; Global Technology Fund was Technology Fund; and Focused Growth & Income
Fund was Disciplined Value Fund. Prior to February 1, 2005, Small/Mid-Cap Value
Fund was named Small Cap Value Fund. Prior to May 16, 2005, International
Growth Fund was named Worldwide Privatization Fund and International Research
Growth Fund was named International Premier Growth Fund. On June 24, 2005,
All-Asia Investment Fund merged into International Research GrowthFund. On July
8, 2005, New Europe Fund merged into International Research Growth Fund.
** An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the Fund.
40 o ALLIANCE ALL-MARKET ADVANTAGE FUND
SUMMARY OF GENERAL INFORMATION
Shareholder Information
Daily market prices for the Fund's shares are published in the New York Stock
Exchange Composite Transaction section of The Wall Street Journal under the
designation "AllncAll". The Fund also distributes its daily net asset valueto
various financial publications or independent organizations such asLipper,
Inc., Morningstar, Inc. and Bloomberg. Daily market prices for theFund's shares
arepublished in the New York Stock Exchange Composite Transaction section of
newspapers each day. The Fund's NYSE trading symbol is "AMO". Weekly
comparative net asset value (NAV) and market price information about the Fund
is published each Monday in The Wall Street Journal, each Sunday in The New
York Times and each Saturday in Barron's, as well as other newspapers ina table
called "Closed-End Funds."
Dividend Reinvestment Plan
All shareholders whose shares are registered in their own names will have all
distributions reinvested automatically in additional shares, unless a
shareholder elects to receive cash.
Shareholders whose shares are held in the name of a broker or nominee will
automatically have distributions reinvested by the broker or nominee in
additional shares under the Plan, unless the automatic reinvestment service is
not provided by the particular broker or nominee or the Shareholder elects to
receive distributions in cash.
The Plan provides you with a convenient way to reinvest your dividends and
capital gains in additional shares ofthe Fund, thereby enabling you tocompound
your returns from the Fund.
For questions concerning shareholder account information, or if you would like
a brochure describing the Dividend Reinvestment Plan, please call The Bank of
New York at (800) 432-8224.
ALLIANCE ALL-MARKET ADVANTAGE FUND o 41
Privacy Notice
Alliance, the AllianceBernstein Family of Funds and AllianceBernstein
Investment Research and Management, Inc. (collectively, "Alliance" or "we")
understand the importance of maintaining the confidentiality of our customers'
nonpublic personal information. In order to provide financial products and
services to our customers efficiently and accurately, we may collect nonpublic
personal information about our customers from the following sources: (1)
information we receive from account documentation, including applications or
other forms (which mayinclude information such as a customer's name, address,
social security number, assets and income) and (2) information about our
customers' transactions with us, our affiliates and others (including
information such as a customer's account balances and account activity).
It is our policy not to disclose nonpublic personal information about our
customers (or former customers) except to our affiliates, or to others as
permitted or required by law. From time to time, Alliance may disclose
nonpublic personal information that we collect about our customers (or former
customers), as described above, to non-affiliated third party providers,
including those that perform processing or servicing functions and those that
provide marketing services for us or on our behalf pursuant to a joint
marketing agreement that requires the third party provider to adhere to
Alliance's privacy policy. We have policies and procedures to safeguard
nonpublic personal information about our customers (or former customers) which
include: (1) restricting access to such nonpublic personal information and (2)
maintainingphysical, electronic and procedural safeguards that comply with
federal standards to safeguard such nonpublic personal information.
ALLIANCE ALL-MARKET ADVANTAGE FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
[LOGO] ALLIANCEBERNSTEIN (R)
Investment Research and Management
AMAAR0905
ITEM 2. CODE OF ETHICS.
(a) The registrant has adopted a code of ethics that applies to its principal
executive officer, principal financial officer and principal accounting
officer. A copy of the registrant's code of ethics is filed herewith as
Exhibit 12(a)(1).
(b) During the period covered by this report, no material amendments were
made to the provisions of the code of ethics adopted in 2(a) above.
(c) During the period covered by this report, no implicit or explicit waivers
to the provisions of the code of ethics adopted in 2(a) above were granted.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant's Board of Directors has determined that independent directors
David H. Dievler and William H. Foulk, Jr. qualify as audit committee financial
experts.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) - (c) The following table sets forth the aggregate fees billed by the
independent auditor PricewaterhouseCoopers LLP, for the Fund's last two fiscal
years for professional services rendered for: (i) the audit of the Fund's
annual financial statements included in the Fund's annual report to
stockholders; (ii) assurance and related services that are reasonably related
to the performance of the audit of the Fund's financial statements and are not
reported under (i), which include advice and education related to accounting
and auditing issues and quarterly press release review (for those Funds which
issue press releases), and preferred stock maintenance testing (for those Funds
that issue preferred stock); and (iii) tax compliance, tax advice and tax
return preparation.
Audit-Related
Audit Fees Fees Tax Fees
- ----------------------------------------------------------------
2004 $45,000 $2,514 $35,400
2005 $47,000 $1,880 $25,150
(d) Not applicable.
(e) (1) Beginning with audit and non-audit service contracts entered into on
or after May 6, 2003, the Fund's Audit Committee policies and procedures
require the pre-approval of all audit and non-audit services provided to the
Fund by the Fund's independent auditors. The Fund's Audit Committee policies
and procedures also require pre-approval of all audit and non-audit services
provided to the Adviser and Service Affiliates to the extent that these
services are directly related to the operations or financial reporting of the
Fund.
(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in
the table under Item 4 (a) - (c) are for services pre-approved by the Fund's
Audit Committee.
(f) Not applicable.
(g) The following table sets forth the aggregate non-audit services provided
to the Fund, the Fund's Adviser and entities that control, are controlled by or
under common control with the Adviser that provide ongoing services to the
Fund, which include conducting an annual internal control report pursuant to
Statement on Auditing Standards No. 70 ("Service Affiliates"):
Total Amount of
Foregoing Column Pre-
approved by the Audit
All Fees for Committee
Non-Audit Services (Portion Comprised of
Provided to the Audit Related Fees)
Portfolio, the Adviser (Portion Comprised of
and Service Affiliates Tax Fees)
- -----------------------------------------------------------------------------
2004 $767,982 [ $37,914 ]
( $2,514 )
( $35,400 )
2005 $1,005,924 [ $27,030 ]
( $1,880 )
( $25,150 )
(h) The Audit Committee of the Fund has considered whether the provision of
any non-audit services not pre-approved by the Audit Committee provided by the
Fund's independent auditor to the Adviser and Service Affiliates is compatible
with maintaining the auditor's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The registrant has a separately-designated standing audit committee established
in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.
The audit committee members are as follows:
Ruth Block Michael J. Downey
David H. Dievler William H. Foulk, Jr
John H. Dobkin Dr. James M. Hester
ITEM 6. SCHEDULE OF INVESTMENTS.
Please see Schedule of Investments contained in the Report to Shareholders
included under Item 1 of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
October 2005
ALLIANCE CAPITAL MANAGEMENT L.P.
STATEMENT OF POLICIES AND PROCEDURES FOR PROXY VOTING
INTRODUCTION
As a registered investment adviser, Alliance Capital Management L.P. ("Alliance
Capital", "we" or "us") has a fiduciary duty to act solely in the best
interests of our clients. We recognize that this duty requires us to vote
client securities in a timely manner and make voting decisions that are in the
best interests of our clients. Consistent with these obligations, we will
disclose our clients' voting records only to them and as required by mutual
fund vote disclosure regulations. In addition, the proxy committees may, after
careful consideration, choose to respond to surveys regarding past votes.
This statement is intended to comply with Rule 206(4)-6 of the Investment
Advisers Act of 1940. It sets forth our policies and procedures for voting
proxies for our discretionary investment advisory clients, including investment
companies registered under the Investment Company Act of 1940. This statement
applies to Alliance Capital's growth and value investment groups investing on
behalf of clients in both US and non-US securities.
PROXY POLICIES
This statement is designed to be responsive to the wide range of proxy voting
subjects that can have a significant effect on the investment value of the
securities held in our clients' accounts. These policies are not exhaustive due
to the variety of proxy voting issues that we may be required to consider.
Alliance Capital reserves the right to depart from these guidelines in order to
avoid voting decisions that we believe may be contrary to our clients' best
interests. In reviewing proxy issues, we will apply the following general
policies:
CORPORATE GOVERNANCE: Alliance Capital's proxy voting policies recognize the
importance of good corporate governance in ensuring that management and the
board of directors fulfill their obligations to the shareholders. We favor
proposals promoting transparency and accountability within a company. We will
vote for proposals providing for equal access to the proxy materials so that
shareholders can express their views on various proxy issues. We also support
the appointment of a majority of independent directors on key committees and
separating the positions of chairman and chief executive officer. Finally,
because we believe that good corporate governance requires shareholders to have
a meaningful voice in the affairs of the company, we will support non-binding
shareholder proposals that request that companies amend their by-laws to
provide that director nominees be elected by an affirmative vote of a majority
of the votes cast.
ELECTIONS OF DIRECTORS: Unless there is a proxy fight for seats on the Board
or we determine that there are other compelling reasons for withholding votes
for directors, we will vote in favor of the management proposed slate of
directors. That said, we believe that directors have a duty to respond to
shareholder actions that have received significant shareholder support. We may
withhold votes for directors that fail to act on key issues such as failure to
implement proposals to declassify boards, failure to implement a majority vote
requirement, failure to submit a rights plan to a shareholder vote or failure
to act on tender offers where a majority of shareholders have tendered their
shares. In addition, we will withhold votes for directors who fail to attend at
least seventy-five percent of board meetings within a given year without a
reasonable excuse. Finally, we may withhold votes for directors of non-U.S.
issuers where there is insufficient information about the nominees disclosed in
the proxy statement.
APPOINTMENT OF AUDITORS: Alliance Capital believes that the company remains in
the best position to choose the auditors and will generally support
management's recommendation. However, we recognize that there may be inherent
conflicts when a company's independent auditor performs substantial non-audit
related services for the company. Although we recognize that there may be
special circumstances that could lead to high levels of non-audit fees in some
years, we would normally consider non-audit fees in excess of 70% of total fees
paid to the auditing firm to be disproportionate. Therefore, absent unique
circumstances, we may vote against the appointment of auditors if the fees for
non-audit related services exceed 70% of the total fees paid by the company to
the auditing firm or there are other reasons to question the independence of
the company's auditors.
CHANGES IN LEGAL AND CAPITAL STRUCTURE: Changes in a company's charter,
articles of incorporation or by-laws are often technical and administrative in
nature. Absent a compelling reason to the contrary, Alliance Capital will cast
its votes in accordance with the company's management on such proposals.
However, we will review and analyze on a case-by-case basis any non-routine
proposals that are likely to affect the structure and operation of the company
or have a material economic effect on the company. For example, we will
generally support proposals to increase authorized common stock when it is
necessary to implement a stock split, aid in a restructuring or acquisition or
provide a sufficient number of shares for an employee savings plan, stock
option or executive compensation plan. However, a satisfactory explanation of a
company's intentions must be disclosed in the proxy statement for proposals
requesting an increase of greater than one hundred percent of the shares
outstanding. We will oppose increases in authorized common stock where there is
evidence that the shares will be used to implement a poison pill or another
form of anti-takeover device.
CORPORATE RESTRUCTURINGS, MERGERS AND ACQUISITIONS: Alliance Capital believes
proxy votes dealing with corporate reorganizations are an extension of the
investment decision. Accordingly, we will analyze such proposals on a
case-by-case basis, weighing heavily the views of our research analysts that
cover the company and our investment professionals managing the portfolios in
which the stock is held.
PROPOSALS AFFECTING SHAREHOLDER RIGHTS: Alliance Capital believes that certain
fundamental rights of shareholders must be protected. We will generally vote in
favor of proposals that give shareholders a greater voice in the affairs of the
company and oppose any measure that seeks to limit those rights. However, when
analyzing such proposals we will weigh the financial impact of the proposal
against the impairment of shareholder rights.
ANTI-TAKEOVER MEASURES: Alliance Capital believes that measures that impede
corporate transactions such as takeovers or entrench management not only
infringe on the rights of shareholders but may also have a detrimental effect
on the value of the company. We will generally oppose proposals, regardless of
whether they are advanced by management or shareholders, the purpose or effect
of which is to entrench management or excessively or inappropriately dilute
shareholder ownership. Conversely, we support proposals that would restrict or
otherwise eliminate anti-takeover or anti-shareholder measures that have
already been adopted by corporate issuers. For example, we will support
shareholder proposals that seek to require the company to submit a shareholder
rights plan to a shareholder vote. We will evaluate, on a case-by-case basis,
proposals to completely redeem or eliminate such plans. Furthermore, we will
generally oppose proposals put forward by management (including the
authorization of blank check preferred stock, classified boards and
supermajority vote requirements) that appear to be anti-shareholder or intended
as management entrenchment mechanisms.
EXECUTIVE COMPENSATION: Alliance Capital believes that company management and
the compensation committee of the board of directors should, within reason, be
given latitude to determine the types and mix of compensation and benefit
awards offered to company employees. Whether proposed by a shareholder or
management, we will review proposals relating to executive compensation plans
on a case-by-case basis to ensure that the long-term interests of management
and shareholders are properly aligned. In general, we will analyze the proposed
plans to ensure that shareholder equity will not be excessively diluted. With
regard to stock award or option plans, we consider whether the option exercise
prices are below the market price on the date of grant and whether an
acceptable number of employees are eligible to participate in such programs. We
will generally oppose plans that have below market value exercise prices on the
date of issuance or permit repricing of underwater stock options without
shareholder approval. Other factors such as the company's performance and
industry practice will generally be factored into our analysis. We will
support proposals requiring managements to submit severance packages that
exceed 2.99 times the sum of an executive officer's base salary plus bonus that
are triggered by a change in control to a shareholder vote. Finally, we will
support shareholder proposals requiring companies to expense stock options
because we view them as a large corporate expense that should be appropriately
accounted for.
SOCIAL AND CORPORATE RESPONSIBILITY: Alliance Capital will review and analyze
on a case-by-case basis proposals relating to social, political and
environmental issues to determine whether they will have a financial impact on
shareholder value. We will vote against proposals that are unduly burdensome or
result in unnecessary and excessive costs to the company. We may abstain from
voting on social proposals that do not have a readily determinable financial
impact on shareholder value.
PROXY VOTING PROCEDURES
PROXY VOTING COMMITTEES
Our growth and value investment groups have formed separate proxy voting
committees to establish general proxy policies for Alliance Capital and
consider specific proxy voting matters as necessary. These committees
periodically review these policies and new types of corporate governance
issues, and decide how we should vote on proposals not covered by these
policies. When a proxy vote cannot be clearly decided by an application of our
stated policy, the proxy committee will evaluate the proposal. In addition, the
committees, in conjunction with the analyst that covers the company, may
contact corporate management and interested shareholder groups and others as
necessary to discuss proxy issues. Members of the committee include senior
investment personnel and representatives of the Legal and Compliance
Department. The committees may also evaluate proxies where we face a potential
conflict of interest (as discussed below). Finally, the committees monitor
adherence to these policies.
CONFLICTS OF INTEREST
Alliance Capital recognizes that there may be a potential conflict of interest
when we vote a proxy solicited by an issuer whose retirement plan we manage, or
we administer, who distributes Alliance Capital sponsored mutual funds, or with
whom we or an employee has another business or personal relationship that may
affect how we vote on the issuer's proxy. Similarly, Alliance may have a
potential material conflict of interest when deciding how to vote on a proposal
sponsored or supported by a shareholder group that is a client. We believe that
centralized management of proxy voting, oversight by the proxy voting
committees and adherence to these policies ensures that proxies are voted with
only our clients' best interests in mind. Additionally, we have implemented
procedures to ensure that our votes are not the product of a material conflict
of interests, including: (i) on an annual basis, the proxy committees will take
reasonable steps to evaluate the nature of Alliance Capital's and our
employees' material business and personal relationships (and those of our
affiliates) with any company whose equity securities are held in client
accounts and any client that has sponsored or has material interest in a
proposal upon which we will be eligible to vote; (ii) requiring anyone
involved in the decision making process to disclose to the chairman of the
appropriate proxy committee any potential conflict that they are aware of
(including personal relationships) and any contact that they have had with any
interested party regarding a proxy vote; (iii) prohibiting employees involved
in the decision making process or vote administration from revealing how we
intend to vote on a proposal in order to reduce any attempted influence from
interested parties; and (iv) where a material conflict of interests exists,
reviewing our proposed vote by applying a series of objective tests and, where
necessary, considering the views of third party research services to ensure
that our voting decision is consistent with our clients' best interests.
Because under certain circumstances Alliance Capital considers the
recommendation of third party research services, the proxy committees will take
reasonable steps to verify that any third party research service is in fact
independent based on all of the relevant facts and circumstances. This includes
reviewing the third party research service's conflict management procedures and
ascertaining, among other things, whether the third party research service (i)
has the capacity and competency to adequately analyze proxy issues; and (ii)
can make such recommendations in an impartial manner and in the best interests
of our clients.
PROXIES OF CERTAIN NON-US ISSUERS
Proxy voting in certain countries requires "share blocking." Shareholders
wishing to vote their proxies must deposit their shares shortly before the date
of the meeting (usually one-week) with a designated depositary. During this
blocking period, shares that will be voted at the meeting cannot be sold until
the meeting has taken place and the shares are returned to the clients'
custodian banks. Absent compelling reasons to the contrary, Alliance Capital
believes that the benefit to the client of exercising the vote does not
outweigh the cost of voting (i.e. not being able to sell the shares during this
period). Accordingly, if share blocking is required we generally abstain from
voting those shares.
In addition, voting proxies of issuers in non-US markets may give rise to a
number of administrative issues that may prevent Alliance Capital from voting
such proxies. For example, Alliance Capital may receive meeting notices
without enough time to fully consider the proxy or after the cut-off date for
voting. Other markets require Alliance Capital to provide local agents with
power of attorney prior to implementing Alliance Capital's voting instructions.
Although it is Alliance Capital's policy to seek to vote all proxies for
securities held in client accounts for which we have proxy voting authority, in
the case of non-US issuers, we vote proxies on a best efforts basis.
LOANED SECURITIES
Many clients of Alliance Capital have entered into securities lending
arrangements with agent lenders to generate additional revenue. Alliance
Capital will not be able to vote securities that are on loan under these types
of arrangements. However, under rare circumstances, for voting issues that may
have a significant impact on the investment, we may request that clients recall
securities that are on loan if we determine that the benefit of voting
outweighs the costs and lost revenue to the client or fund and the
administrative burden of retrieving the securities.
PROXY VOTING RECORDS
You may obtain information regarding how the Fund voted proxies relating to
portfolio securities during the most recent 12-month period ended June 30,
without charge. Simply visit AllianceBernstein's web site at
www.alliancebernstein.com, or go to the Securities and Exchange Commission's
web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Item is not yet effective with respect to the registrant.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
There have been no purchases of equity securities by the Fund or by affiliated
parties for the reporting period.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may
recommend nominees to the Fund's Board of Directors since the Fund last
provided disclosure in response to this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal financial
officer have concluded that the registrant's disclosure controls and procedures
(as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as
amended) are effective at the reasonable assurance level based on their
evaluation of these controls and procedures as of a date within 90 days of the
filing date of this document.
(b) There were no changes in the registrant's internal controls over
financial reporting that occurred during the second fiscal quarter of the
period that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
The following exhibits are attached to this Form N-CSR:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
12 (a) (1) Code of Ethics that is subject to the disclosure
of Item 2 hereof
12 (b) (1) Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
12 (b) (2) Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
12 (c) Certification of Principal Executive Officer and
Principal Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and 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: /s/ Marc O. Mayer
-------------
Marc O. Mayer
President
Date: November 29, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Marc O. Mayer
-------------
Marc O. Mayer
President
Date: November 29, 2005
By: /s/ Mark D. Gersten
---------------
Mark D. Gersten
Treasurer and Chief Financial Officer
Date: November 29, 2005