<PAGE>
<PAGE>
[LOGO OF ALLIANCE
CAPITAL APPEARS HERE] ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
- -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 432-8224
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 8, 1998
To the Stockholders of Alliance All-Market Advantage Fund, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Alliance All-Market Advantage Fund, Inc. (the "Fund") will be
held at the offices of the Fund, 1345 Avenue of the Americas, 33rd Floor, New
York, New York 10105, on Thursday, January 8, 1998 at 11:00 a.m., for the
following purposes, all of which are more fully described in the accompanying
Proxy Statement dated December 1, 1997:
1. To elect three Directors of the Fund, each to hold office for a term of
three years and until his successor is duly elected and qualified;
2. To ratify the selection of Price Waterhouse LLP as independent
accountants for the Fund for its fiscal year ending September 30, 1998; and
3. To transact such other business as may properly come before the Meeting.
The Board of Directors has fixed the close of business on November 21, 1997
as the record date for the determination of stockholders entitled to notice
of, and to vote at, the Meeting or any adjournment thereof. The enclosed proxy
is being solicited on behalf of the Board of Directors.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
December 1, 1997
- -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN
AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE
OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.
- -------------------------------------------------------------------------------
(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>
PROXY STATEMENT
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 8, 1998
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Alliance All-Market Advantage
Fund, Inc., a Maryland corporation (the "Fund"), to be voted at the Annual
Meeting of Stockholders of the Fund (the "Meeting"), to be held at the offices
of the Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New York
10105, on Thursday, January 8, 1998 at 11:00 a.m. The solicitation will be by
mail and the cost will be borne by the Fund. The Notice of Meeting, Proxy
Statement and Proxy Card are being mailed to stockholders on or about December
1, 1997.
The Board of Directors has fixed the close of business on November 21, 1997
as the record date for the determination of stockholders entitled to notice
of, and to vote at, the Meeting and at any adjournment thereof. The
outstanding voting shares of the Fund as of November 21, 1997 consisted of
2,505,000 shares of common stock, each share being entitled to one vote. All
properly executed proxies received prior to the Meeting will be voted at the
Meeting in accordance with the instructions marked thereon or otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
proxies will be voted for the election of three Directors and for the
ratification of the selection of Price Waterhouse LLP as the independent
accountants for the Fund for its fiscal year ending September 30, 1998. Any
stockholder may revoke that stockholder's proxy at any time prior to exercise
thereof by giving written notice to the Secretary of the Fund at 1345 Avenue
of the Americas, New York, New York 10105, by signing another proxy of a later
date or by personally voting at the Meeting.
A quorum for the Meeting will consist of a majority of the shares
outstanding and entitled to vote. In the event that a quorum is not
represented at the Meeting or, even if a quorum is so represented, in the
event that sufficient votes in favor of any proposal set forth in the Notice
of Meeting are not received, the persons named as proxies may propose and vote
for one or more adjournments of the Meeting with no other notice than
announcement at the Meeting, in order to permit further solicitation of
proxies. The Meeting may be adjourned with respect to fewer than all the
proposals in this Proxy Statement and a stockholder vote may be taken on any
one of the proposals prior to any adjournment if sufficient votes have been
received for approval. Shares represented by proxies indicating a vote against
a proposal will be voted against adjournment as to that proposal.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors will be elected to serve for terms of three
years and until their successors are elected and qualified. The affirmative
vote of a plurality of the votes cast at the Meeting is required to elect a
Director. It is the intention of the persons named in the enclosed proxy card
to nominate and vote in favor of the election of the persons in Class One as
described below.
Pursuant to the Articles of Incorporation and By-Laws of the Fund, the Board
of Directors has been divided into three classes. The terms of office of the
members of Class One will expire as of the Meeting, the terms of office of the
members of Class Two will expire as of the annual meeting of stockholders to
be held in 1999 and the terms of office of the members of Class Three will
expire as of the annual meeting of stockholders to be held in 2000. Upon
expiration of the terms of office of the members of a class as set forth
above, those persons then elected as Directors in that class will serve until
the third annual meeting of stockholders following their election. Messrs.
David H. Dievler, Clifford L. Michel and Donald J. Robinson are currently
members of Class One. Messrs. John H. Dobkin and William H. Foulk, Jr. and Dr.
James M. Hester are currently members of Class Two and Mr. John D. Carifa, Ms.
Ruth Block and Mr. Robert C. White are currently members of Class Three.
As a result of this system, only those Directors in a single class may be
changed in any one year, and it would require two years to change a majority
of the Board of Directors (although, under Maryland law, procedures are
available for the removal of Directors even if they are not then standing for
re-election and, under Securities and Exchange Commission regulations,
procedures are available for including appropriate stockholder proposals in
management's annual proxy statement). This system of electing Directors, which
may be regarded as an "anti-takeover" provision, may make it more difficult
for the Fund's stockholders to change the majority of Directors and, thus,
have the effect of maintaining the continuity of management.
At the Meeting, the Directors in Class One, Messrs. David H. Dievler,
Clifford L. Michel and Donald J. Robinson are standing for re-election. Each
nominee has consented to serve as a Director. The Board of Directors knows of
no reason why any of these nominees would be unable to serve, but in the event
of such inability the proxies received will be voted for such substitute
nominee as the Board of Directors may recommend.
2
<PAGE>
Certain information concerning the Fund's Directors is set forth below.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, POSITIONS AND OFFICES BENEFICIALLY
WITH THE FUND, AGE, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR
OCCUPATIONS DURING THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE NOVEMBER 21, 1997
-------------------------------------- ---------- ------------- -----------------
<C> <S> <C> <C> <C>
* John D. Carifa, Chairman of the
Board and President, 52.
President, Chief Operating
Officer and a Director of
Alliance Capital Management
Corporation ("ACMC")........... 1994 2000 505
(Class Three)
**+ Ruth Block, Director, 67. She
was formerly an Executive Vice
President and the Chief
Insurance Officer of The
Equitable Life Assurance
Society of the United States.
She is a Director of Ecolab
Incorporated (specialty
chemicals) and Amoco
Corporation
(oil and gas).................. 1994 2000 1,000
(Class Three)
**+ David H. Dievler, Director, 68.
He is an independent
consultant. He was formerly
Chairman of the Board of
Directors of the Fund and a
Senior Vice President of ACMC
until December 1994............ 1994 2001+ 500
(Class One)
**+ John H. Dobkin, Director, 55.
President of Historic Hudson
Valley (historic preservation)
since 1990. He was formerly
Director of the National
Academy of Design ............. 1994 1999 400
(Class Two)
**+ William H. Foulk, Jr.,
Director, 65. He is an
investment adviser and
independent consultant. He was
formerly Senior Manager of
Barrett Associates, Inc., a
registered investment adviser,
since 1986..................... 1994 1999 500
(Class Two)
**+ Dr. James M. Hester, Director,
73. President of The Harry
Frank Guggenheim Foundation. He
was formerly President of New
York University and The New
York Botanical Garden and
Rector of The United Nations
University. He was formerly a
Director of Union Carbide
Corporation.................... 1994 1999 645
(Class Two)
</TABLE>
- --------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of the Fund because of affiliation with Alliance
Capital Management L.P. ("Alliance").
** Member of the Audit Committee.
+ Member of the Nominating Committee.
+ If re-elected at the Meeting.
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, POSITIONS AND OFFICES BENEFICIALLY
WITH THE FUND, AGE, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR
OCCUPATIONS DURING THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF
AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE NOVEMBER 21, 1997
-------------------------------------- ---------- ------------- -----------------
<C> <S> <C> <C> <C>
**+ Clifford L. Michel, Director,
58. Partner in the law firm of
Cahill Gordon & Reindel. He is
Chief Executive Officer of
Wenonah Development Company
(investments) and a Director of
Placer Dome, Inc. (mining)..... 1994 2001+ 1,000
(Class One)
**+ Donald J. Robinson, 63. He was
formerly a partner in Orrick,
Herrington & Sutcliffe and is
currently senior counsel to
that law firm.................. 1996 2001+ 2,550
(Class One)
**+ Robert C. White, Director, 77.
He was formerly Assistant
Treasurer of Ford Motor Company
and, until September 30, 1994,
a Vice President and the Chief
Financial Officer of the Howard
Hughes Medical Institute....... 1994 2000 600
(Class Three)
</TABLE>
- --------
** Member of the Audit Committee.
+ Member of the Nominating Committee.
+ If re-elected at the Meeting.
During the fiscal year ended September 30, 1997, the Audit Committee met
twice for the purposes described below in Proposal Two and the Board of
Directors met six times. The Nominating Committee did not meet during the
fiscal year ended in 1997. The Nominating Committee was constituted for the
purpose of selecting and nominating persons to fill any vacancies on the Board
of Directors. The Nominating Committee of the Fund does not currently consider
candidates proposed by stockholders for election as Directors.
4
<PAGE>
The Fund does not pay any fees to, or reimburse expenses of, its Directors
who are considered "interested persons" of the Fund. The aggregate
compensation paid by the Fund to each of the Directors during the Fund's
fiscal year ended September 30, 1997, the aggregate compensation paid to each
of the Directors during calendar year 1996 by all of the registered investment
companies to which Alliance provides investment advisory services
(collectively, the "Alliance Fund Complex"), and the total number of
registered investment companies (and separate investment portfolios within
those companies) in the Alliance Fund Complex with respect to which each of
the Directors serves as a director or trustee, are set forth below. Neither
the Fund nor any other registered investment company in the Alliance Fund
Complex provides compensation in the form of pension or retirement benefits to
any of its directors or trustees.
<TABLE>
<CAPTION>
TOTAL NUMBER
OF INVESTMENT
TOTAL NUMBER PORTFOLIOS
OF FUNDS IN WITHIN THE
TOTAL THE ALLIANCE ALLIANCE
COMPENSATION COMPLEX, FUND COMPLEX,
FROM THE INCLUDING INCLUDING THE
ALLIANCE THE FUND, AS FUND, AS TO
FUND TO WHICH THE WHICH THE
AGGREGATE COMPLEX, DIRECTOR IS DIRECTOR IS A
NAME OF DIRECTOR COMPENSATION INCLUDING A DIRECTOR DIRECTOR OR
OF THE FUND FROM THE FUND THE FUND OR TRUSTEE TRUSTEE
---------------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
John D. Carifa.......... $ 0 $ 0 53 117
Ruth Block.............. $4,347 $157,500 39 79
David H. Dievler........ $4,325 $182,000 46 82
John H. Dobkin.......... $4,459 $121,250 32 55
William H. Foulk, Jr. .. $4,472 $144,250 35 73
Dr. James M. Hester..... $4,309 $148,500 40 76
Clifford L. Michel...... $4,309 $146,068 40 91
Donald J. Robinson...... $4,296 $137,250 43 105
Robert C. White......... $7,975 $126,213 35 36
</TABLE>
Alliance has instituted a policy applicable to all funds in the Alliance
Fund Complex contemplating that the Directors of the Fund will each invest at
least $10,000 in shares of the Fund, and at least $150,000 in shares of at
least five funds in the Alliance Fund Complex (including the Fund), before the
end of 1997. As of November 21, 1997, the Directors and officers of the Fund
as a group owned less than 1% of the shares of the Fund.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THE FUND.
PROPOSAL TWO
RATIFICATION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
The Board of Directors recommends that the stockholders of the Fund ratify
the selection of Price Waterhouse LLP, independent accountants, to audit the
accounts of the Fund for the fiscal year ending September 30, 1998. Their
selection was approved by the vote, cast in person, of a majority of the Board
of Directors, including a majority of the Directors who are not "interested
persons" of the Fund as defined in the Act, at a meeting held on July 15,
1997. The affirmative vote of a majority of the votes cast at the Meeting is
required to ratify such selection. Price Waterhouse LLP has audited the
accounts
5
<PAGE>
of the Fund since the Fund's commencement of operations and does not have any
direct financial interest or any material indirect financial interest in the
Fund. A representative of Price Waterhouse LLP is expected to attend the
Meeting and to have the opportunity to make a statement and to respond to
appropriate questions from the stockholders.
The Audit Committee of the Board of Directors generally meets twice during
each fiscal year with representatives of Price Waterhouse LLP to discuss the
scope of the independent accountants' engagement and review the financial
statements of the Fund and the results of their examination thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE FUND.
INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS,
INVESTMENT ADVISER AND ADMINISTRATOR
Cetain information about the principal officers of the Fund, including their
principal occupations during the past five years, is set forth below.
John D. Carifa, Chairman of the Board and President (see Proposal One,
Election of Directors, at Page 3 for biographical information).
Alfred Harrison, Senior Vice President, 60, is a Vice Chairman of the Board
of ACMC, with which he has been associated since prior to 1992.
Kathleen A. Corbet, Senior Vice President, 37, is an Executive Vice
President of ACMC, with which she has been associated since July 1993. Prior
thereto, she headed Equitable Capital Management Corporation's Fixed Income
Management Department since prior to 1992.
Thomas Bardong, Vice President, 52, is a Senior Vice President of ACMC, with
which he has been associated since prior to 1992.
Daniel V. Panker, Vice President, 58, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1992.
Jack Koltes, Vice President, 54, is a Senior Vice President of ACMC, with
which he has been associated since prior to 1992.
Michael J. Reilly, Vice President, 33, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1992.
Mark D. Gersten, Treasurer and Chief Financial Officer, 47, is a Senior Vice
President of Alliance Fund Services, Inc. ("AFS"), with which he has been
associated since prior to 1992.
Edmund P. Bergan, Jr., Secretary, 47, is a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and AFS, with which he has
been associated since prior to 1992.
6
<PAGE>
The address of Messrs. Carifa, Bardong, Panker and Bergan and Ms. Corbet is
c/o Alliance Capital Management L.P., 1345 Avenue of the Americas, New York,
New York 10105. The address of Messrs. Harrison, Koltes, and Reilly is c/o
Alliance Capital Management L.P., 601 Second Avenue South, Minneapolis,
Minnesota 55402. The address of Mr. Gersten is c/o Alliance Capital Management
L.P., 500 Plaza Drive, Secaucus, New Jersey 07094.
The investment adviser and administrator for the Fund is Alliance Capital
Management L.P., with principal offices at 1345 Avenue of the Americas, New
York, New York 10105.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 30(h) of the Act and the rules under Section 16 of the Securities
Exchange Act of 1934 require that the Directors and officers of the Fund and
the Directors of ACMC, among others, file with the Securities and Exchange
Commission and the New York Stock Exchange initial reports of ownership and
reports of changes in ownership of shares of the Fund. For the fiscal year
ended September 30, 1997, a statement of changes of beneficial ownership of
securities on Form 4 was filed late by Alliance on behalf of Mr. Dobkin, a
Director of the Fund. The report related to one purchase transaction.
SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Fund must be received by the Fund by August 3,
1998 for inclusion in the Fund's proxy statement and form of proxy card
relating to that meeting. The submission by a stockholder of a proposal for
inclusion in the proxy statement does not guarantee that it will be included.
Stockholder proposals are subject to certain regulations under federal
securities laws.
OTHER MATTERS
Management of the Fund does not know of any matters to be presented at the
Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in accordance with the best judgment of the
person or persons voting the proxies.
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom the proxy statement is delivered
with a copy of the Fund's latest annual report to stockholders upon request
and without charge. To request a copy, please call Alliance Fund Services at
(800) 227-4618 or contact Hilary Kastleman at Alliance Capital Management
L.P., 1345 Avenue of the Americas, New York, New York 10105.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
December 1, 1997
New York, New York
7
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- ------------------------------------------------------------------------------
<S> <C>
Introduction............................................................. 1
Proposal One: Election of Directors...................................... 2
Proposal Two: Ratification of Selection of Independent Accountants....... 5
Information as to the Fund's Principal Officers, Investment Adviser and
Administrator........................................................... 6
Submission of Proposals for the Next Annual Meeting of Stockholders...... 7
Other Matters............................................................ 7
Reports to Stockholders.................................................. 7
</TABLE>
ALLIANCE ALL-MARKET
ADVANTAGE FUND, INC.
- --------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
Alliance Capital Management L.P.
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
JANUARY 8, 1998
<PAGE>
PROXY PROXY
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS, JANUARY 8, 1998.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
The undersigned hereby appoints each of Domenick Pugliese and
Carol H. Rappa as proxies, each with the power to appoint his or
her substitute, and authorizes each of them to represent and to
vote, as designated on the reverse hereof, all shares of Common
Stock of Alliance All-Market Advantage Fund, Inc. (the "Fund")
held of record by the undersigned on November 21, 1997 at the
Annual Meeting of Stockholders of the Fund to be held at
11:00 a.m., Eastern Standard Time, on Thursday, January 8, 1998
at the offices of the Fund, 1345 Avenue of the Americas, 33rd
Floor, New York, New York 10105, and at all adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND
2.
(Continued and to be signed on the reverse side)
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
P.O. BOX 11063
NEW YORK, N.Y. 10203-0063
<PAGE>
1. Election of Directors.
WITHHOLD AUTHORITY
FOR All Nominees to vote for all *EXCEPTIONS
listed below nominees listed below
/ / / / / /
Nominees: Class 1 to serve until 2001, David H. Dievler,
Clifford L. Michel, Donald J. Robinson
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, mark the "Exceptions" box and write that
nominee's name in the space provided below.)
*Exceptions _______________________________________________
2. Ratification of the
selection of Price FOR AGAINST ABSTAIN
Waterhouse LLP as the / / / / / /
independent accountants
for the Fund for the
fiscal year ending
September 30, 1998.
3. In the discretion of such proxies, upon all such other
business as may properly come before the Annual Meeting and
any adjournment thereof.
Change of Address or Comments Mark Here / /
Please sign this proxy in the space provided below.
Execution by stockholders who are not individuals must be
made by an authorized signatory.
Dated_____________________, 199_
________________________________
Name of Stockholder
________________________________
Signature
Votes must be indicated / /
(x) in Black or Blue ink.
Please Sign, Date and Return Promptly in the Enclosed Envelope--
No Postage is Required.
2
00250205.AN6
