ADMINISTRATION AGREEMENT
Agreement made as of October 28, 1994, between ALLIANCE
ALL-MARKET ADVANTAGE FUND, INC., a Maryland corporation (the
"Fund"), and ALLIANCE CAPITAL MANAGEMENT L.P., a Delaware limited
partnership (the "Administrator").
WHEREAS, the Fund intends to operate as a closed-end
management investment company, and is so registered under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund has authorized the issuance of its
shares of common stock, par value $.01 per share (the "Common
Stock") (holders of the Common Stock are referred to collectively
herein as the "Shareholders");
WHEREAS, the Fund wishes to retain the Administrator to
provide certain administrative services to the Fund, under the
terms and conditions stated below, and the Administrator is
willing to provide such services for the compensation set forth
below;
NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein, the parties agree as follows:
1. Appointment. The Fund hereby appoints the
Administrator to administer the Fund, and the Administrator
accepts such appointment and agrees that it will furnish the
services set forth in paragraph 2 below.
2. Services and Duties of the Administrator. Subject
to the supervision of the Fund's Board of Directors (the
"Board"), the Administrator will provide the following services:
(a) Prepare and assemble all reports required to
be sent to the Fund Shareholders, and arrange
for the printing and dissemination of such
reports to Shareholders;
(b) Assemble all reports required to be filed with
the Securities and Exchange Commission (the
"SEC") on Form N-SAR, or such other form as
the SEC may substitute for Form N-SAR, and
file such completed form with the SEC;
(c) Arrange for the dissemination to Shareholders
of the Fund's proxy materials and oversee the
tabulation of proxies by the Fund's transfer
agent;
(d) Negotiate the terms and conditions under which
custodian services will be provided to the
Fund and the fees to be paid by the Fund to
its custodian in connection therewith;
(e) Negotiate the terms and conditions under which
dividend disbursing services will be provided
to the Fund, and the fees to be paid by the
Fund in connection therewith; review the
provision of dividend disbursing services to
the Fund;
(f) Calculate, or arrange for the calculation of,
the net asset value of the Fund's shares;
(g) Calculate the basic fee payable to Alliance
Capital Management L.P. and the adjustment to
the basic fee based on the investment
performance of the Fund in relation to the
investment record of the Xxxxxxx 1000 TM Growth
Index;
(h) Determine the amounts available for
distribution as dividends and distributions to
be paid by the Fund to its Shareholders;
prepare and arrange for the printing of
dividend notices to Shareholders; and provide
the Fund's dividend disbursing agent and
custodian with such information as is required
for such parties to effect the payment of
dividends and distributions and to implement
the Fund's dividend reinvestment plan;
(i) Assist in providing to the Fund's independent
accountants such information as is necessary
for such accountants to prepare and file the
Fund's federal income and excise tax returns
and the Fund's state and local tax returns;
(j) Monitor compliance of the Fund's operations
with the 1940 Act and with its investment
policies and limitations as currently in
effect;
(k) Monitor compliance of the Fund's operations
with respect to engaging in short sales with
the 1940 Act and the Internal Revenue Code of
1986, as amended;
(l) Provide accounting and bookkeeping services
(including the maintenance of such accounts,
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books and records of the Fund as may be
required by Section 31(a) of the 1940 Act and
the rules and regulations thereunder); and
(m) Make such reports and recommendations to the
Board as the Board reasonably requests or
deems appropriate.
All services to be furnished by the Administrator
may be furnished through the medium of any directors,
officers or employees of the Administrator or its
affiliates. Each party shall bear all its own expenses
incurred in connection with this agreement.
3. Compliance with the Fund's Governing Documents
and Applicable Law. In all matters relating to the
performance of this Agreement, the Administrator will act in
conformity with the Articles of Incorporation, By-Laws and
Registration Statements of the Fund and with the directions
of the Board and Fund executive officers and will conform to
and comply with the requirements of the 1940 Act and all
other applicable federal or state laws and regulations.
4. Service Not Exclusive. The Administrator's
services hereunder are not deemed to be exclusive, and the
Administrator is free to render administrative or other
services to other funds or clients so long as the
Administrator's services under this Agreement are not
impaired thereby.
5. Compensation. For the services provided and
expenses assumed by the Administrator under this Agreement,
the Fund will pay the Administrator a monthly fee at an
annualized rate of .25 of 1% of the Fund's average weekly
net assets. For purposes of the calculation of such fee,
average weekly net assets shall be determined on the basis
of the average net assets of the Fund for each weekly period
(ending on Friday) ending during the month. The net assets
for each weekly period are determined by averaging the net
assets on the Friday of such weekly period with the net
assets on the Friday of the immediately preceding weekly
period. When a Friday is not a business day for the Fund,
then the calculation will be based on the net assets on the
business day immediately preceding such Friday. Such fee
shall be payable in arrears on the last day of each calendar
month for services performed hereunder during such month.
If this Agreement becomes effective after the beginning of a
month or terminates prior to the end of a month, such fee
shall be prorated according to the proportion which such
portion of the month bears to the full month.
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6. Limitation of Liability of the Administrator.
The Administrator will not be liable for any error of
judgement or mistake of law or for any loss suffered by the
Fund or its Shareholders in connection with the performance
of its duties under this Agreement, except a loss resulting
from wilful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless
disregard by it of its duties under this Agreement.
7. Duration and Termination. This Agreement will
become effective upon the date hereabove written and shall
continue in effect until September 30, 1996 and may be
continued for successive twelve-month periods (computed from
each October 1) provided that such continuance is
specifically approved at least annually by a vote of the
Fund's Board of Directors or by majority vote of the holders
of the Fund's outstanding voting securities (as defined in
the 1940 Act), and in either case, by the vote of a majority
of the Fund's Board of Directors who are not interested
persons, as defined in the 1940 Act, of any party to this
Agreement (other than as Directors of the Fund) cast in
person at a meeting called for the purpose of voting on such
approval; provided further, however, that if the
continuation of this Agreement is not approved, the
Administrator may continue to render the services described
herein in the manner and to the extent permitted by the 1940
Act and the rules and regulations thereunder. Upon the
effectiveness of this Agreement, it shall supersede all
previous agreements between the Fund and the Administrator
covering the subject matter hereof. This Agreement may be
terminated at any time, without the payment of any penalty,
by a vote of a majority of the Fund's outstanding voting
securities (as so defined), or by a vote of the Fund's Board
of Directors on 60 days written notice to the Administrator,
or by the Administrator on 60 days written notice to the
Fund.
8. Assignment. Neither this Agreement nor any
rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
9. Amendment of this Agreement. No provision of
this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change,
waiver or discharge or termination is sought.
10. Governing Law. This Agreement shall be
construed in accordance with the laws of the State of New
York, without giving effect to the principles of conflicts
of law thereof. To the extent that the applicable laws of
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the State of New York conflict with the applicable
provisions of the 1940 Act, the latter shall control.
11. Miscellaneous. The captions of this Agreement
are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise
affect their construction or effect. If any provision of
this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused
this instrument to be executed by their officers designated
below as of the day and year first above written.
ALLIANCE ALL-MARKET ADVANTAGE
FUND, INC.
By /s/ Xxxxx X. Xxxxxxx
_____________________________
Name:
Title:
ALLIANCE CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT
CORPORATION,
its General Partner
By /s/ Xxxx X. Xxxxxx
_____________________________
Name:
Title:
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00250205.AD2
