SHAREHOLDER SERVICING AGREEMENT
SHAREHOLDER SERVICING AGREEMENT dated October 28,
1994 between Alliance All-Market Advantage Fund, Inc., a
Maryland corporation (the "Fund"), and Xxxxxx, Xxxxxxx & Co.
Incorporated, a Delaware corporation (the "Shareholder
Servicing Agent").
WHEREAS, the Fund is a closed-end, non-diversified
management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"),
the shares of the common stock of which are registered under
the Securities Act of 1933, as amended; and
WHEREAS, the Fund desires to retain the Shareholder
Servicing Agent to render services with respect to the
Fund's shareholders, and the Shareholder Servicing Agent is
willing to render such services.
NOW, THEREFORE, in consideration of the mutual
terms and conditions set forth below, the parties hereto
agree as follows:
1. The Fund hereby employs the Shareholder
Servicing Agent for the period and on the terms and
conditions set forth herein, subject at all times to the
supervision of the Board of Directors of the Fund, to:
(i) Provide services and make efforts to
publicize the Fund on an ongoing basis to
investors, including both clients of the
Shareholder Servicing Agent and other investors,
and to remind investors and prospective investors
of the Fund's features and benefits, including
communications with clients and their
representatives, periodic seminars or conference
calls, internal and external publications,
presentations at retail system meetings, responses
to questions from potential or current shareholders
and specific shareholder contact where appropriate;
(ii) Make available to brokers and investors
market price, net asset value and yield information
regarding the Fund for the purpose of helping to
maintain the visibility of the Fund to brokers and
clients (including investors and prospective
investors in the Fund); and
(iii) Provide financial advice and consultation
at the request of the Fund with respect to
consideration by the Board of Directors of the Fund
of share repurchases or tender offers.
2. The Fund will pay the Shareholder Servicing
Agent a fee at an annualized rate of .10 of 1% of the Fund's
average weekly net assets for the services provided
hereunder. 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
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(ending on Friday) ending during the month involved. The
net assets for each weekly period are to be 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
Fund's 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 provided
hereunder during such month. For the month and year in
which this Agreement becomes effective or terminates, there
shall be an appropriate proration of such fee on the basis
of the number of days that this Agreement is in effect
during such month and year, respectively.
3. The Fund acknowledges that the consulting
services of the Shareholder Servicing Agent provided for
hereunder do not include any advice as to the value of
securities or regarding the advisability of purchasing or
selling any securities for the Fund's portfolio. No
provision of this Agreement shall be considered as creating,
nor shall any provision create, any obligation on the part
of the Shareholder Servicing Agent, and the Shareholder
Servicing Agent is not hereby agreeing, to furnish any
advice or make any recommendations regarding the purchase or
sale of portfolio securities.
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4. Nothing herein shall be construed as
prohibiting the Shareholder Servicing Agent or its
affiliates from providing similar or other services to any
other person (including other registered investment
companies), so long as the Shareholder Servicing Agent's
services to the Fund are not impaired thereby.
5. The term of this Agreement shall commence upon
the date above, and shall continue in effect until September
30, 1996 and may thereafter be continued for successive
twelve-month periods (computed from each October 1) unless
one party to this Agreement gives to the other party, at
least 60 days prior to the next anniversary hereof, written
notice of intention to terminate, in which case this
Agreement shall terminate on the date specified in such
notice or such anniversary, whichever is later.
6. This Agreement shall be construed in
accordance with the laws of the State of New York for
contracts to be performed entirely therein and without
regard to the choice of law principles thereof.
7. All notices required or permitted to be sent
under this Agreement shall be sent, if to the Shareholder
Servicing Agent:
Xxxxxx, Peabody & Co. Incorporated
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
or if to the Fund:
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Alliance All-Market Advantage Fund, Inc.
c/o Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx
or such other name or address as may be given in writing to
the other party. Any notice shall be deemed to be given or
received on the third day after deposit in the U.S. mails
with certified postage prepaid or when actually received,
whether by hand, express delivery service or facsimile
transmission, whichever is earlier.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Shareholder Servicing Agreement as of the date
first above written.
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
By:/s/ Xxxxx X. Xxxxxxx
________________________________
Name:
Title:
XXXXXX, PEABODY & CO. INCORPORATED
By:________________________________
Name:
Title:
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00250205.AD4
