Advisory Agreement (2001)Full Document 

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ADVISORY AGREEMENT
Alliance All-Market Advantage Fund, Inc.
1345 Avenue Of The Americas
New York, New York 10105
October 28, 1994, amended as of August 1, 2001
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We, the undersigned Alliance All-Market Advantage Fund, Inc., herewith
confirm our agreement with you as follows:
1. We are a closed-end, non-diversified management investment company
registered under the Investment Company Act of 1940 (the "Act").  We
propose to engage in the business of investing and reinvesting
our assets in securities("the portfolio assets") of the type and
in accordance with the limitations specified in our Articles of
Incorporation, Bylaws, Registration Statement filed with the
Securities and Exchange Commission under the Securities Act
of 1933 and the Act, and any representations made in our prospectus,
all in such manner and to such extent as may from time to time
be authorized by our Board of Directors.  We enclose copies of the
documents listed above and will from time to time furnish you with
any amendments thereof.
2. We hereby employ you to manage the investment and reinvestment of
the portfolio assets as above specified and, without limiting the
generality of the foregoing, to provide management and other
services specified below.
(b) You will make decisions with respect to all purchases and sales
of the portfolio assets.  To carry out such decisions, you are
hereby authorized, as our agent and attorney-in-fact, for our account
and at our risk and in our name, to place orders for the investment
and reinvestment of the portfolio assets.
In all purchases, sales and other transactions in the portfolio
assets you are authorized to exercise full discretion and act for
us in the same manner and with the same force and effect as we
might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things
necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions.
(c) You will report to our Board of Directors at each meeting
thereof all changes in the portfolio assets since the prior
report, and will also keep us in touch with important developments
affecting the portfolio assets and on your own initiative will
furnish us from time to time with such information as you may
believe appropriate for this purpose, whether concerning the
individual issuers whose securities are included in our portfolio,
the industries in which they engage, or the conditions prevailing
in the economy generally.  You will also furnish us with such
statistical and analytical information with respect to the portfolio
assets as you may believe appropriate or as we reasonably may
request.  In making such purchases and sales of the portfolio
assets, you will bear in mind the policies set from time to time
by our Board of Directors as well as the limitations imposed by
our Articles of Incorporation and in our Registration Statement

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