AGREEMENT, made as of October 28, 1994 between Alliance All-
Market Advantage Fund, Inc., a corporation organized and existing
under the laws of the state of Maryland (hereinafter referred to
as the "Customer"), and The Bank of New York, a New York trust
company (hereinafter referred to as the "Bank").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter
set forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases
shall have the following meanings:
1. "Business Day" shall be deemed to be each day on which the
Bank is open for business.
2. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement
to be given to the Bank by the Customer which is signed by any
Officer, as hereinafter defined, and actually received by the
Bank.
3. "Officer" shall be deemed to be the Customer's Chief
Executive Officer, President, any Vice President, the Secretary,
the Treasurer, the Controller, any Assistant Treasurer and any
Assistant Secretary duly authorized by the Board of Directors of
the Customer to execute any Certificate, instruction, notice or
other instrument on behalf of the Customer and named in a
Certificate, as such Certificate may be amended from time to
time.
4. "Prospectus" shall mean the last Customer prospectus actually
received by the Bank from the Customer with respect to which the
Customer has indicated a registration statement under the
Securities Act of 1933, as amended, has become effective,
including the statement of Additional Information incorporated by
reference therein.
5. "Shares" shall mean all or any part of each class of the
shares of capital stock of the Customer which from time to time
are authorized and/or issued by the Customer and identified in a
Certificate of the Secretary of the Customer under corporate
seal, as such Certificate may be amended from time to time.
ARTICLE II
APPOINTMENT OF BANK
1. The Customer hereby constitutes and appoints the Bank as its
agent to perform the services described herein and as more
particularly described in Schedule I attached hereto (the
"Services"), and the Bank hereby accepts appointment as such
agent and agrees to perform the Services in accordance with the
terms hereinafter set forth.
2. In connection with such appointment, the Customer shall
deliver the following documents to the Bank on or about the
closing date of the initial public offering:
(a) A certified copy of the Certificate of Incorporation
or other document evidencing the Customer's form of organization
(the "Charter") and all amendments thereto; (b) A certified copy
of the By-Laws of the Customer;
(b) A certified copy of the By-Laws of the Customer;
(c) A certified copy of a resolution of the Board of
Directors of the Customer appointing the Bank to perform the
Services and authorizing the execution and delivery of this
Agreement;
(d) A Certificate signed by the Secretary of the
Customer specifying: the number of authorized Shares, the number
of such authorized Shares issued and currently outstanding, and
the names and specimen signatures of all persons duly authorized
by the Board of Directors of the Customer to execute any
Certificate on behalf of the Customer, which Certificate may be
amended from time to time;
(e) A Specimen Share certificate for each class of
Shares in the form approved by the Board of Directors of the
Customer, together with a Certificate signed by the Secretary of
the Customer as to such approval;
(f) A copy of the Customer's Registration Statement,
filed by the Customer with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
(g) An opinion of counsel for the Customer with respect
to the validity of the authorized and outstanding Shares, whether
such Shares are fully paid and non-assessable and the status of
such Shares under the Securities Act of 1933, as amended, and any
other applicable law or regulation (i.e., if subject to
registration, that they have been registered and that the
Registration Statement has become effective or, if exempt, the
specific grounds therefor).
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3. The Customer shall furnish the Bank with a sufficient supply
of blank Share certificates and from time to time will renew such
supply upon request of the Bank. Such blank Share certificates
shall be properly signed, by facsimile or otherwise, by officers
of the Customer authorized by law or by the By-Laws to sign Share
certificates, and, if required, shall bear the corporate seal or
a facsimile thereof.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. The Customer shall deliver to the Bank a certified copy of
the amendment to the Charter giving effect to such increase,
decrease or change, on or before the effective date of any
increase, decrease or other change in the-total number of Shares
authorized to be issued.
(a) A certified copy of the amendment to the Charter
giving effect to such increase, decrease or change;
(b) An opinion of counsel for the Customer with respect
to the validity of the Shares and the status of such Shares under
the Securities Act of 1933, as amended and any other applicable
federal law or regulations (i.e., if subject to registration,
that they have been registered and that the Registration
Statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appointment of
the Bank was theretofore expressly limited, a certified copy of a
resolution of the Board of Directors of the Customer increasing
the authority of the Bank.
2. Prior to the issuance of any additional Shares pursuant to
stock dividends, stock splits or otherwise, and prior to any
reduction in the number of Shares outstanding, the Customer shall
deliver the following documents to the Bank:
(a) A certified copy of the resolutions adopted by the
Board of Directors and/or the shareholders of the Customer
authorizing such issuance of additional Shares of the Customer or
such reduction, as the case may be;
(b) A certified copy of the order or consent, if
applicable, of each governmental or regulatory authority required
by law as a prerequisite to the issuance or reduction of such
Shares; and
(c) An opinion of counsel for the Customer with respect
to the validity of the Shares and the status of such the Shares
under the Securities Act of 1933, as amended, and any other
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applicable law or regulation (i.e., if subject to registration,
that they have been registered and that the registration
Statement has become effective, or, if exempt, the specific
grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split, recapitalization or
other capital adjustment requiring a change in the form of Share
certificates, the Bank will issue Share certificates in the new
form in exchange for, or upon transfer of, outstanding Share
certificates in the old form, upon.receiving:
(a) A Certificate authorizing the issuance of Share
certificates in the new form;
(b) A certified copy of any amendment to the Charter
with respect to the change;
(c) Specimen Share certificates for each class of Shares
in the new form approved by the Board of Directors of the
Customer with a Certificate signed by the Secretary of the
Customer as to such approval;
(d) A certified copy of the order or consent of each
governmental or regulatory authority required by law as a
prerequisite to the issuance of the Shares in the new form, and
an opinion of counsel for the Customer that the order or consent
of no other governmental or regulatory authority is required; and
(e) An opinion of counsel for the Customer with respect
to the validity of the Shares in the new form and the status of
such Shares under the Securities Act of 1933, as amended, and any
other applicable law or regulation (i.e., if subject to
registration that the Shares have been registered and that the
Registration Statement has become effective or, if exempt, the
specific grounds therefor).
2. The Customer shall furnish the Bank with a sufficient supply
of blank Share certificates in the new form, and from time to
time will replenish such supply upon the request of the Bank.
Such blank Share certificates shall be properly signed, by
facsimile or otherwise, by Officers of the Customer authorized by
law or by the By-Laws to sign Share Certificates and, if
required, shall bear the corporate seal or a facsimile thereof.
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ARTICLE V
ISSUANCE AND TRANSFER OF SHARES
1. (a) The Bank will issue Share certificates upon receipt
of a Certificate from an Officer, but shall not be required to
issue Share certificates after it has received from an
appropriate federal or state authority written notification that
the sale of Shares has been suspended or discontinued, and the
Bank shall be entitled to rely upon such written notification.
The Bank shall not be responsible for the payment of any original
issue or other taxes required to be paid by the Customer in
connection with the issuance of any shares.
(b) Shares will be transferred upon presentation to the
Bank of Share certificates in form deemed by the Bank properly
endorsed for transfer, accompanied by such documents as the Bank
deems necessary to evidence the authority of the person making
such transfer, and bearing satisfactory evidence of the payment
of applicable stock transfer taxes. In the case of small estates
where no administration is contemplated, the Bank may, when
furnished with an appropriate surety bond, and without further
approval of the Customer, transfer Shares registered in the name
of the decedent where the current market value of the Shares
being transferred does not exceed such amount as may from time to
time be prescribed by the various states. The Bank reserves the
right to refuse to transfer Shares until it is satisfied that the
endorsements on Share certificates are valid and genuine, and for
that purpose it may require, unless otherwise instructed by an
Officer of the Customer, a guaranty of signature by a member firm
of the New York Stock Exchange or by a bank or trust company
acceptable to the Bank. The Bank also reserves the right to
refuse to transfer Shares until it is satisfied that the
requested transfer is legally authorized, and it shall incur no
liability for the refusal in good faith to make transfers which
the Bank, in its judgment, deems improper or unauthorized, or
until it is satisfied that there is no basis to any claims
adverse to such transfer. The Bank may, in effecting transfers
of Shares, rely upon those provisions of the Uniform Act for the
Simplification of Fiduciary Security Transfers or the Uniform
Commercial Code, as the same may be amended from time to time,
applicable to the transfer of securities, and the Customer shall
indemnify the Bank for any act done or omitted by it in good
faith in reliance upon such laws.
(c) All certificates representing Shares that are
subject to restrictions on transfer (e.g., securities acquired
pursuant to an investment representation, securities held by
controlling persons, securities subject to stockholders'
agreements, etc.), other than the general restrictions on the
transferability of the Shares described in the Prospectus, shall
be stamped with a legend describing the extent and conditions of
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the restrictions or referring to the source of such restrictions.
The Bank assumes no responsibility with respect to the transfer
of restricted securities where counsel for the Customer advises
that such transfer may be properly effected.
(d) Notwithstanding the foregoing or any other provision
contained in this Agreement to the contrary, the Bank shall be
fully protected by the Customer in not requiring any instruments,
documents, assurances, endorsements or guarantees, including,
without limitation, any signature guarantees, in connection with
a transfer of Shares whenever the Bank reasonably believes that
requiring the same would be inconsistent with the transfer
procedures as described in the Prospectus.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Customer shall furnish to the Bank a copy of a resolution
of its Board of Directors, certified by the Secretary or any
Assistant Secretary, either (i) setting forth the date of the
declaration of a dividend or distribution, the date of accrual or
payment, as the case may be, the record date as of which
shareholders entitled to payment, or accrual, as the case may be,
shall be determined, the amount per Share of such dividend or
distribution, the payment date on which all previously accrued
and unpaid dividends are to be paid, and the total amount, if
any, payable to the Bank on such payment date, or (ii)
authorizing the declaration of dividends and distributions on a
periodic basis and authorizing the Bank to rely on a Certificate
setting forth the information described in subsection (i) of this
paragraph.
2. Prior to the payment date specified in such Certificate or
resolution, as the case may be, the Customer shall, in the case
of a cash dividend or distribution, pay to the Bank an amount of
cash, sufficient for the Bank to make the payment, specified in
such Certificate or resolution, to the shareholders of record as
of such payment date. The Bank will, upon receipt of any such
cash, (i) in the case of shareholders who are participants in a
dividend reinvestment and/or cash purchase plan of the Customer,
reinvest such cash dividends or distributions in accordance with
the terms of such plan, and (ii) in the case of shareholders who
are not participants in any such plan, make payment of such cash
dividends or distributions to the shareholders of record as of
the record date by mailing a check, payable to the registered
shareholder, to the address of record or dividend mailing
address. The Bank shall not be liable for any improper payment
made in accordance with a Certificate or resolution described in
the preceding paragraph. If the Bank shall not receive
sufficient cash prior to the payment date to make payments of any
cash dividend or distribution pursuant to subsections (i) and
6
(ii) above to all shareholders of the Customer as of the record
date, the Bank shall, upon notifying the Customer, withhold
payment to all shareholders of the Customer as of the record date
until sufficient cash is provided to the Bank.
3. It is understood that the Bank shall in no way be responsible
for the determination of the rate or form of dividends or
distributions due to the shareholders.
4. It is,understood that the Bank shall file such appropriate
information returns concerning the payment of dividends and
distributions with the proper federal, state and local
authorities as are required by law to be filed by the Customer
but shall in no way be responsible for the collection or
withholding of taxes due on such dividends or distributions due
to shareholders, except and only to the extent required of it by
applicable law.
ARTICLE VII
CONCERNING THE CUSTOMER
1. The Customer shall promptly deliver to the Bank written
notice of any change in the Officers authorized to sign Share
certificates, Certificates, notifications or requests, together
with a specimen signature of each new Officer. In the event any
Officer who shall have signed manually or whose facsimile
signature shall have been affixed to blank Share certificates
shall die, resign or be removed prior to issuance of such Share
certificates, the Bank may issue such Share certificates as the
Share certificates of the Customer notwithstanding such death,
resignation or removal, and the Customer shall promptly deliver
to the Bank such approvals, adoptions or ratifications as may be
required by law.
2. Each copy of the Charter of the Customer and copies of all
amendments thereto shall be certified by the Secretary of State
(or other appropriate official) of the state of incorporation,
and if such Charter and/or amendments are required by law also to
be filed with a county or other officer or official body, a
certificate of such filing shall be filed with a certified copy
submitted to the Bank. Each copy of the By-Laws and copies of
all amendments thereto, and copies of resolutions of the Board of
Directors of the Customer, shall be certified by the Secretary or
an Assistant Secretary of the Customer under the corporate seal.
3. It shall be the sole responsibility of the Customer to
deliver to the Bank the Customer's currently effective Prospectus
and, for purposes of this Agreement, the Bank shall not be deemed
to have notice of any information contained in such Prospectus
until it is actually received by the Bank.
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ARTICLE VII
CONCERNING THE BANK
1. The Bank shall not be liable and shall be fully protected in
acting upon any oral instruction, writing or document reasonably
believed by it to be genuine and to have been given, signed or
made by the proper person or persons and shall not be held to
have any notice of any change of authority of any person until
receipt of written notice thereof from an Officer of the
Customer. It shall also be protected in processing Share
certificates which it reasonably believes to bear the proper
manual or facsimile signatures of the duly authorized officers of
the Customer and the proper countersignature of the Bank:
2. The Bank may establish such additional procedures, rules and
regulations governing the transfer or registration of Share
certificates as it may deem advisable and consistent with such
rules and regulations generally adopted by bank transfer agents.
3. The Bank may keep such records as it deems advisable but not
inconsistent with resolutions adopted by the Board of Directors
of the Customer. The Bank may deliver to the Customer from time
to time at its discretion, for safekeeping or disposition by the
Customer in accordance with law, such records, papers, Share
certificates which have been cancelled in transfer or exchange
and other documents accumulated in the execution of its duties
hereunder as the Bank may deem expedient, other than those which
the Bank is itself required to maintain pursuant to applicable
laws and regulations, and the Customer shall assume all
responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned,
if and when required. The records maintained by the Bank
pursuant to this paragraph which have not been previously
delivered to the Customer pursuant to the foregoing provisions of
this paragraph shall be considered to be the property of the
Customer, shall be made available upon request for inspection by
the Officers, employees and auditors of the Customer, and shall
be delivered to the Customer upon request and in any event upon-
the date of termination of this Agreement, as specified in
Article IX of this Agreement, in the form and manner kept by the
Bank on such date of termination or such earlier date as may be
requested by the Customer.
4. The Bank may employ agents or attorneys-in-fact at the
reasonable expense of the Customer, and shall not be liable for
any loss or expense arising out of, or in connection with, the
actions or omissions to act of its agents or attorneys-in-fact,
so long as the Bank acts in good faith and without negligence or
willful misconduct in connection with the selection of such
agents or attorneys-in-fact.
8
5. The Bank shall not be liable for any loss or damage,
including reasonable attorney's fees, damage arising out
resulting from its actions or omissions to act or otherwise,
except for any loss or damage arising out of its own negligence
or willful misconduct.
6. The Customer shall indemnify and hold harmless the Bank from
and against any and all claims (whether with or without basis in
fact or law), costs, demands, expenses and liabilities, including
reasonable attorney's fees, which the Bank may sustain or incur
or which may be asserted against the Bank by reason of or as a
result of any action taken or omitted to be taken by the Bank
without its own negligence or willful misconduct in reliance upon
(i) any provision of this agreement, (ii) the Prospectus, (iii)
any instrument, order or Share certificate reasonably believed by
it to be genuine and to be signed, countersigned or executed by
any duly authorized Officer of the Customer, (iv) any Certificate
or other instructions of an Officer, (v) any opinion of legal
counsel for the Customer or the Bank, or (vi) any law, act,
regulation or any interpretation of the same even though such
law, act or regulation may thereafter have been altered, changed,
amended or repealed.
7. Specifically, but not by way of limitation, the Customer
shall indemnify and hold harmless the Bank from and against any
and all claims (whether with or without basis in fact or law),
costs, demands, expenses and liabilities, including reasonable
attorney's fees, of any and every nature which the Bank may
sustain or incur or which may be asserted against the Bank in
connection with the genuineness of a Share certificate, the
Bank's capacity and authorization to issue Shares and the form
and amount of authorized Shares.
8. At any time the Bank may apply to an Officer of the Customer
for written instructions with respect to any matter arising in
connection with the Bank's duties and obligations under this
Agreement, and the Bank shall not be liable for any action taken
or omitted to be taken by the Bank in good faith in accordance
with such instructions. Such application by the Bank for
instructions from an Officer of the Customer may, at the option
of the Bank, set forth in writing any action proposed to be taken
or omitted to be taken by the Bank with respect to its duties or
obligations under this Agreement and the date on and/or after
which such action shall be taken, and the Bank shall not be
liable for any action taken or omitted to be taken in accordance
with a proposal included in any such application on or after the
date specified therein unless, prior to taking or omitting to
take any such action, the Bank has received written instructions
in response to such application specifying the action to be taken
or omitted. The Bank may consult counsel to the Customer or its
own counsel, at the expense of the Customer, and shall be fully
9
protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of such counsel.
9. When mail is used for delivery of non-negotiable Share
certificates, the value of which does not exceed the limits of
the Bank's Blanket Bond, the Bank shall send such non-negotiable
Share certificates by first class mail, and such deliveries will
be covered while in transit by the Bank's Blanket Bond. Non-
negotiable Share certificates, the value of which exceed the
limits of the Bank's Blanket Bond, will be sent by insured
registered mail. Negotiable Share certificates will be sent by
insured registered mail. The Bank shall advise the Customer of
any Share certificates returned as undeliverable after being
mailed as herein provided for.
10. The Bank may issue new Share certificates in place of Share
certificates represented to have been lost, stolen or destroyed
upon receiving instructions in writing from an Officer and
indemnity satisfactory to the Bank. Such instructions from the
Customer shall be in such form as approved by the Board of
Directors of the Customer in accordance with applicable law or
the By-Laws of the Customer governing such matters. If the Bank
receives written notification from the owner of the lost, stolen
or destroyed Share certificate within a reasonable time after he
has notice of it, the Bank shall promptly notify the Customer and
shall act pursuant to written instructions signed by an Officer.
If the Customer receives such written notification from the owner
of the lost, stolen or destroyed Share certificate within a
reasonable time after he has notice of it, the Customer shall
promptly notify the Bank and the Bank shall act pursuant to
written instructions signed by an Officer. The Bank shall not be
liable for any act done or omitted by it pursuant to the written
instructions described herein. The Bank may issue new Share
certificates in exchange for, and upon surrender of, mutilated
Share certificates.
11. The Bank will issue and mail subscription warrants for
Shares, Shares representing stock dividends, exchanges or splits,
or act as conversion agent upon receiving written instructions
from an Officer and such other documents as the Bank may deem
necessary.
12. The Bank will supply shareholder lists to the Customer from
time to time upon receiving a request therefor from an Officer of
the Customer.
13. In case of any requests or demands for the inspection of the
shareholder records of the Customer, the Bank will notify the
Customer and endeavor to secure instructions from an officer as
to such inspection. The Bank reserves the right, however, to
exhibit the shareholder records to any person whenever it is
10
advised by its counsel that there is a reasonable likelihood that
the Bank will be held Xxxxx for the failure to exhibit the
shareholder records to such person.
14. At the request of an Officer, the Bank will address and mail
such appropriate notices to shareholders as the Customer may
direct.
15. Notwithstanding any provisions of this Agreement to the
contrary, the Bank shall be under no duty or obligation to
inquire into, and shall not be liable for:
(a) The legality of the issue, sale or transfer of any
Shares, the sufficiency of the amount to be received in
connection therewith, or the authority of the Customer to request
such issuance, sale or transfer;
(b) The legality of the purchase of any Shares, the
sufficiency of the amount to be paid in connection therewith, or
the authority of the Customer to request such purchase;
(c) The legality of the declaration of any dividend by
the Customer, or the legality of the issue of any Shares in
payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment
of the Shares.
16. The Bank shall be entitled to receive and the Customer
hereby agrees to pay to the Bank for its performance hereunder
(i) out-of-pocket expenses (including reasonable attorney's fees
and expenses) incurred in connection with this Agreement and its
performance hereunder, and (ii) the compensation for services as
set forth in Schedule I
17. The Bank shall not be responsible for any money, whether or
not represented by any check, draft or other instrument for the
payment of money, received by it on behalf of the Customer, until
the Bank actually receives and collects such funds.
18. The Bank shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set
forth in this Agreement, and no covenant or obligation shall be
implied against the Bank in connection with this Agreement.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than 60 days after
11
the date of receipt of such notice. In the event such notice is
given by the Customer, it shall be accompanied by a copy of a
resolution of the Board of Directors of the Customer, certified
by the Secretary electing to terminate this Agreement and
designating a successor transfer agent or transfer agents. In
the event such notice is given by the Bank, the Customer shall,
on or before the termination date, deliver to the Bank a copy of
a resolution of its Board of Directors certified by the Secretary
designating a successor transfer agent or transfer agents. In
the absence of such designation by the Customer, the Bank may
designate a successor transfer agent. If the Customer fails to
designate a successor transfer agent and if the Bank is unable to
find a successor transfer agent, the Customer shall, upon the
date specified in the notice of termination of this Agreement and
delivery of the records maintained hereunder, be deemed to be its
own transfer agent and the Bank shall thereafter be relieved of
all duties and responsibilities hereunder. Upon termination
hereof, the Customer shall pay to the Bank such compensation as
may be due to the Bank as of the date of such termination, and
shall reimburse the Bank for any disbursements and expenses made
or incurred by the Bank and payable or reimbursable hereunder.
ARTICLE X
MISCELLANEOUS
1. The Customer agrees that prior to effecting any change in the
Prospectus which would increase or alter the duties and
obligations of the Bank hereunder, it shall advise the Bank of
such proposed change at least ten business days prior to the
intended date of the same, and shall proceed with such change
only.if it shall have received the written consent of the Bank
thereto.
2. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Customer shall be
sufficiently given if addressed to the Customer and mailed or
delivered to c/o Alliance Fund Distributors, Inc., 0000 Xxxxxx xx
xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 10 105 or at such other place as
the Customer may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Customer shall be
sufficiently given if addressed to the Customer and mailed or
delivered to it at or at such place as the Customer may from time
to time designate in writing.
4. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Bank shall be
sufficiently given if addressed to the Bank and mailed or
delivered to it at its office at 000 Xxxxxxx Xxxxxx (00X), Xxx
00
Xxxx, Xxx Xxxx 00000 or at such other place as the Bank may from
time to time designate in writing.
5. This Agreement may not be amended or modified in any manner
except by a written agreement duly authorized and executed by
both parties. Any duly authorized Officer may amend any
Certificate naming Officers authorized to execute and deliver
Certificates, instructions, notices or other instruments, and the
Secretary or any Assistant Secretary may amend any Certificate
listing the shares of capital stock of the Customer for which the
Bank performs Services hereunder.
6. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns;
provided however, that this Agreement shall not be assignable by
either party without the prior written consent of the other
party.
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
8. This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original; but such
counterparts, together, shall constitute only one instrument.
9. The provisions of this Agreement are intended to benefit only
the Bank and the Customer, and no rights shall be granted to any
other person, by virtue of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective corporate officer, thereunto
duly authorized in their respective corporate seals to be
hereunto affixed, as of the day and year first above written.
Attest: ALLIANCE ALL-MARKET ADVANTAGE
FUND, INC.
/s/ Xxxxxx X. Xxxxxxxx By:/s/ Xxxxx X. Xxxxxxx
_________________________ ___________________________
Title:________________________
Attest: THE BANK OF NEW YORK
/s/ By:/s/ Xxxxx Xxxxxxxx
_________________________ ___________________________
Title: Vice President
_______________________
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00250205.AS2
