<PAGE>
ALLIANCE CAPITAL RESERVES
This filed pursuant to Rule 497(e).
File Nos: 002-61564 and 811-02835
<PAGE>
YIELDS
For current recorded yield [LOGO OF SOUTHTRUST SECURITIES
information on the Funds, call toll- APPEARS HERE]
free (800) 221-9513.
The Funds are open-end management in-
vestment companies with investment ob-
jectives of safety, liquidity and max- * Alliance Money Reserves
imum current income (in the case of
Alliance Municipal Trust-General, ex- * Alliance Government Reserves
empt from Federal income taxes) to the
extent consistent with the first two * Alliance Municipal Trust-
objectives. Alliance Money Reserves, General Portfolio
Alliance Government Reserves and the
General Portfolio of Alliance Munici-
pal Trust are diversified. This pro- Prospectus
spectus sets forth the information November 1, 1996
about each Fund that a prospective in-
vestor should know before investing.
Please retain it for future reference.
AN INVESTMENT IN A FUND IS (I)
NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT; (II) NOT A DEPOSIT OR
OBLIGATION OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK; AN (III) NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE SouthTrust Securities, Inc.
CORPORATION, THE FEDERAL RESERVE BOARD MEMBER NASD AND SIPC
FOR ANY OTHER AGENCY. THERE CAN BE NO 112 North 20th Street
ASSURANCE THAT A FUND WILL BE ABLE TO Birmingham, AL 35290
MAINTAIN A STABLE NET ASSET VALUE OF
$1.00 PER SHARE. 1-205-254-5321
1-800-843-8618
A "Statement of Additional Informa-
tion" for each Fund dated November 1,
1996, which provides a further discus-
sion of certain areas in this prospec-
tus and other matters which may be of
interest to some investors, has been
filed with the Securities and Exchange
Commission and is incorporated herein
by reference. A free copy may be ob-
tained by contacting your broker.
THESE SECURITIES HAVE NOT BEEN AP-
PROVED OR DISAPPROVED BY THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
ATLANTA ST. PETERSBURG
CONTENTS 404-230-8540 813-894-1035
------
<TABLE> MONTGOMERY
<S> <C> 205-244-6561
Expense Information.................. 2
Financial Highlights................. 3 MOBILE HUNTSVILLE
Investment Objectives and Policies... 5 205-431-9221 205-551-4032
Purchase and Redemption of Shares.... 8
Additional Information............... 8 ENTERPRISE
</TABLE> 205-347-0688
<PAGE>
EXPENSE INFORMATION
SHAREHOLDER TRANSACTION EXPENSES
The Funds have no sales load on purchases or reinvested dividends, deferred
sales load, redemption fee or exchange fee.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets, after expense AMR AGR AMT-GEN
reimbursement) --- ---- -------
<S> <C> <C> <C>
Management Fees......................................... .46% .48% .50%
12b-1 Fees.............................................. .25 .25 .25
Other Expenses.......................................... .29 .27 .25
---- ---- ----
Total Fund Operating Expenses........................... 1.00% 1.00% 1.00%
</TABLE>
EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return (cumulatively through the end of each time period):
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
AMR.......................................... $10 $32 $55 $122
AGR.......................................... $10 $32 $55 $122
AMT--General................................. $10 $32 $55 $122
</TABLE>
The purpose of the foregoing table is to assist the investor in understand-
ing the various costs and expenses that an investor in the Fund will bear di-
rectly and indirectly. The expenses listed in the table for AMR are net of the
contractual reimbursement by the Adviser described in this prospectus. The ex-
penses of such Portfolio, before expense reimbursements, would be: AMR: Man-
agement Fees--.50%, 12b-1 Fees--.25%, Other Expenses--.29% and Total Operating
Expenses--1.04%. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES; ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
2
<PAGE>
FINANCIAL HIGHLIGHTS . FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
The following tables have been audited by McGladrey & Pullen LLP, each of
the Fund's independent auditors, whose unqualified report thereon appears in
each Statement of Additional Information. This information should be read in
conjunction with the financial statements and notes thereto included in each
Fund's Statement of Additional Information.
<TABLE>
<CAPTION>
FEBRUARY 16,
YEAR ENDED JUNE 30, 1989(A)
ALLIANCE MONEY RESERVES ---------------------------------------------------- THROUGH
1996 1995 1994 1993 1992 1991 1990 JUNE 30, 1989
----- ------ ------ ------ ------ ------ ----- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00 $1.00
----- ------ ------ ------ ------ ------ ----- -----
INCOME FROM INVESTMENT
OPERATIONS
Net investment income... .047 .045 .025 .027 .044 .066 .079 .033
----- ------ ------ ------ ------ ------ ----- -----
LESS: DISTRIBUTIONS
Dividends from net in-
vestment income ....... (.047) (.045) (.025) (.027) (.044) (.066) (.079) (.033)
----- ------ ------ ------ ------ ------ ----- -----
Net asset value, end of
period................. $1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00 $1.00
===== ====== ====== ====== ====== ====== ===== =====
TOTAL RETURN
Total investment return
based on:
Net asset value(b)..... 4.81% 4.50% 2.57% 2.71% 4.47% 6.87% 8.26% 9.18%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of pe-
riod (in millions)..... $ 755 $2,510 $1,795 $1,626 $1,412 $1,262 $ 993 $ 563
Ratio to average net as-
sets of:
Expenses, net of waiv-
ers and reimbursements
...................... 1.00% 1.00% 1.00% 1.00% 1.00% .97% .89% .99%(c)
Expenses, before waiv-
ers and reimburse-
ments................. 1.00% 1.04% 1.09% 1.04% 1.04% 1.03% .99% 1.09%(c)
Net investment
income(d)............. 4.80% 4.53% 2.55% 2.67% 4.33% 6.56% 7.92% 9.16%(c)
</TABLE>
- -------
(a) Commencement of operations.
(b) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period.
(c) Annualized.
(d) Net of expenses reimbursed or waived by the Adviser.
<TABLE>
<CAPTION>
ALLIANCE GOVERNMENT YEAR ENDED JUNE 30,
RESERVES ---------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
------ ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------- ------- ------- ------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income... .0461 .0439 .0244 .0256 .0421 .0640 .0765 .0774 0.0612 0.0541
Net realized gain on in-
vestments.............. -0- -0- -0- .0001 -0- -0- .0001 -0- -0- -0-
------ ------- ------- ------- ------- ------- ------- ------- ------- -------
Net increase in net
assets from operations. .0461 .0439 .0244 .0257 .0421 .0640 .0766 .0774 0.0612 0.0541
------ ------- ------- ------- ------- ------- ------- ------- ------- -------
LESS: DISTRIBUTIONS
Dividends from net in-
vestment income........ (.0461) (.0439) (.0244) (.0256) (.0421) (.0640) (.0765) (.0774) (0.0612) (0.0541)
Distributions from net
realized gains......... -0- -0- -0- (.0001) -0- -0- (.0001) -0- -0- -0-
------ ------- ------- ------- ------- ------- ------- ------- ------- -------
Total dividends and dis-
tributions............. (.0461) (.0439) (.0244) (.0257) (.0421) (.0640) (.0766) (.0774) (0.0612) (0.0541)
------ ------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end of
period................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ======= ======= ======= ======= ======= ======= ======= ======= =======
TOTAL RETURNS
Total investment return
based on:
Net asset value(a)..... 4.72% 4.48% 2.48% 2.60% 4.30% 6.61% 7.96% 8.04% 6.31% 5.56%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
(in millions).......... $3,205 $2,514 $2,061 $1,783 $1,572 $1,070 $584 $522 $315 $260
Ratio to average net as-
sets of:
Expenses, net of
waivers and
reimbursements........ 1.00% 1.00% 1.00% 1.00% .95% .89% .88% .88% .80% .95%
Expenses, before
waivers and
reimbursements........ 1.01% 1.05% 1.04% 1.02% .97% .93% .98% .98% .90% 1.05%
Net investment
income(b)............. 4.60% 4.42% 2.46% 2.55% 4.17% 6.28% 7.65% 7.86% 6.13% 5.41%
</TABLE>
- -------
(a) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period.
(b) Net of expenses reimbursed or waived by the Adviser.
3
<PAGE>
<TABLE>
<CAPTION>
GENERAL PORTFOLIO
ALLIANCE MUNICIPAL TRUST ------------------------------------------------------------------------------------------------
YEAR ENDED
YEAR ENDED JUNE 30, SIX MONTHS DECEMBER 31,
--------------------------------------------------------- ENDED ----------------------
1996 1995 1994 1993 1992 1991 1990 JUNE 30, 1989 1988 1987 1986
------ ------ ------ ------ ------ ------ ------ ------------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income... .029 .028 .018 .020 .034 .046 .055 .030 .047 .041 .044
Net realized and
unrealized loss on
investments............ -0- (.003) -0- -0- -0- -0- -0- -0- -0- -0- -0-
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net increase in net
asset value from
operations............. .029 .025 .018 .020 .034 .046 .055 .030 .047 .041 .044
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
ADD: CAPITAL
CONTRIBUTIONS
Capital Contributed by
the Adviser............ -0- .003 -0- -0- -0- -0- -0- -0- -0- -0- -0-
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
LESS: DISTRIBUTIONS
Dividends from net
investment income...... (.029) (.028) (.018) (.020) (.034) (.046) (.055) (.030) (.047) (.041) (.044)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURNS
Total investment return
based on net asset
value(a)............... 2.93% 2.83%(c) 1.81% 2.05% 3.48% 4.71% 5.65% 6.13%(b) 4.81% 4.18% 4.50%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period (in millions)... $1,148 $1,189 $1,134 $1,016 $914 $883 $798 $695 $633 $690 $794
Ratio to average net
assets of:
Expense, net of waivers
and reimbursements.... .95% .94% .92% .92% .92% .89% .83% .84%(b) .83% .80% .80%
Expense, before waivers
and reimbursements.... .95% .95% .94% .94% .95% .95% .93% .94%(b) .93% .90% .90%
Net investment
income(d)............. 2.90% 2.78% 1.80% 2.02% 3.40% 4.57% 5.50% 5.96%(b) 4.69% 4.08% 4.31%
</TABLE>
- -------
(a) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period.
(b) Annualized.
(c) The capital contribution by the Adviser has no effect on total return.
(d) Net of expenses reimbursed or waived by the Adviser.
---------------
From time to time each Fund advertises its "yield" and "effective yield."
Both yield figures are based on historical earnings and are not intended to
indicate future performance. To calculate the "yield," the amount of dividends
paid on a share during a specified seven-day period is assumed to be paid each
week over a 52-week period and is shown as a percentage of the investment. To
calculate "effective yield," which will be higher than the "yield" because of
compounding, the dividends paid are assumed to be reinvested. For AMR divi-
dends for the seven days ended June 30, 1996, after expense reimbursement,
amounted to an annualized yield of 4.48%, equivalent to an effective yield of
4.58%. Absent such reimbursement, the annualized yield for such period would
have been 4.00%, equivalent to an effective yield of 4.08%. For AGR dividends
for the seven days ended June 30, 1996, after expense reimbursement, amounted
to an annualized yield of 4.38%, equivalent to an effective yield of 4.48%.
Absent such reimbursement, the annualized yield for such period would have
been 4.29%, equivalent to an effective yield of 4.38%. For AMT-General divi-
dends for the seven days ended June 30, 1996, after expense reimbursement,
amounted to an annualized yield of 2.74%, equivalent to an effective yield of
2.78%. Absent such reimbursement, the annualized yield for such period would
have been 2.69%, equivalent to an effective yield of 2.73%.
4
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of Alliance Money Reserves is maximum current
income to the extent consistent with safety of principal and liquidity. The
investment objectives of each of the other Funds are--in the following order
of priority--safety of principal, excellent liquidity and, to the extent
consistent with the first two objectives, maximum current income (exempt from
income taxes to the extent described below in the case of AMT-General). As a
matter of fundamental policy, each Fund pursues its objectives by maintaining
a portfolio of high-quality money market securities all of which at the time
of investment have remaining maturities of one year or less, which maturities
may extend to 397 days. While the fundamental policies described above and the
"other fundamental policies" described below may not be changed without
shareholder approval, each Fund may upon notice to shareholders, but without
such approval, change nonfundamental investment policies or create additional
classes of shares in order to establish portfolios which may have different
investment objectives. There can be no assurance that any Fund's objectives
will be achieved.
The Funds will comply with Rule 2a-7 of the Investment Company Act of 1940
(the "1940 Act"), as amended from time to time, including the diversification,
quality and maturity limitations imposed by the Rule. The average maturity of
each Fund's portfolio cannot exceed 90 days. A more detailed description of
Rule 2a-7 is set forth in each Fund's Statement of Additional Information.
ALLIANCE MONEY RESERVES
The money markey securities in which Alliance Money Reserves ("AMR") invests
include: (1) marketable obligations of, or guaranteed by, the United States
Government, its agencies or instrumentalities (collectively, the "US Govern-
ment"); (2) certificates of deposit and bankers' acceptances issued or guaran-
teed by, or time deposits maintained at, banks or savings and loan associa-
tions (including foreign branches of U.S. banks or U.S. or foreign branches or
foreign banks) having total assets of more than $500 million; (3) commercial
paper of high quality [i.e., rated A-1 or A-2 by Standard & Poor's Corporation
("Standard & Poor's"), Prime-1 or Prime-2 by Moody's Investors Service, Inc.
("Moody's"), Fitch-1 or Fitch-2 by Fitch Investors Service, Inc., or Duff 1 or
Duff 2 by Duff & Phelps Inc. or, if not rated, issued by U.S. or foreign com-
panies having outstanding debt securities rated AAA, AA or A by Standard &
Poor's or Aaa, Aa, or A by Moody's] and participation interests in loans ex-
tended by banks to such companies; and (4) repurchase agreements that are col-
lateralized in full each day by liquid securities of the types listed above.
Repurchase agreements may be entered into only with those banks (including
State Street Bank and Trust Company, AMR's Custodian) or broker-dealers ("ven-
dors") that are eligible under the procedure adopted by the Trustees for eval-
uating and monitoring the creditworthiness of such vendors. A repurchase
agreement would create a loss to AMR if, in the event of a vendor default, the
proceeds from the sale of the collateral were less than the repurchase price.
To the extent AMR purchases money market instruments issued by foreign enti-
ties, consideration will be given to the domestic marketability of such in-
struments, and possible interruptions of, or restrictions on, the flow of in-
ternational currency transactions.
AMR may purchase restricted securities that are determined by the Adviser to
be liquid in accordance with procedures adopted by the Trustees of AMR, in-
cluding securities eligible for resale under Rule 144A under the Securities
Act of 1933 (the "Securities Act") and commercial paper issued in reliance
upon the exemption from registration in Section 4(2) of the Securities Act.
Restricted securities are securities subject to contractual or legal restric-
tions on resale, such as those arising from an issuer's reliance upon certain
exemptions from registration under the Securities Act.
AMR may invest in asset-backed securities that meet its existing diversifi-
cation, quality and maturity criteria. Asset-backed securities are securities
issued by special purpose entities whose primary assets consist of a pool of
loans or accounts receivable. The securities may be in the form of a benefi-
cial interest in a special purpose trust, limited partnership interest, or
commercial paper or other debt securities issued by a special purpose corpora-
tion. Although the securities may have some form of credit or
5
<PAGE>
liquidity enhancement, payments on the securities depend predominately upon
collection of the loans and receivables held by the issuer. It is the Fund's
current intention to limit its investment in such securities to not more than
5% of its net assets.
Other Fundamental Investment Policies--To maintain portfolio diversification
and reduce investment risk, AMR may not (1) invest more than 25% of its assets
in the securities of issuers conducting their principal business activities in
any one industry although there is no such limitation with respect to U.S.
Government securities or certificates of deposit, bankers' acceptances and in-
terest bearing savings deposits; (2) invest more than 5% of its assets in the
securities of any one issuer (except the U.S. Government) although with re-
spect to one-quarter of its total assets it may invest without regard to such
limitation; (3) invest more than 5% of its assets in the securities of any is-
suer (except the U.S. Government) having less than three years of continuous
operation or purchase more than 10% of any class of the outstanding securities
or any issuer (except the U.S. Government); (4) borrow money except from banks
on a temporary basis or via entering into reverse repurchase agreements in ag-
gregate amounts not exceeding 15% of its assets and to facilitate the orderly
maturation and sale of portfolio securities during any periods of abnormally
heavy redemption requests; or (5) mortgage, pledge or hypothecate its assets
except to secure such borrowings.
As a matter of operating policy, fundamental policy number (2) would give
AMR the ability to invest with respect to 25% of its assets, more than 5% of
its assets in any one issuer only in the event Rule 2a-7 is amended in the fu-
ture.
ALLIANCE GOVERNMENT RESERVES
The securities in which Alliance Government Reserves ("AGR") invests are:
(1) marketable obligations of, or guaranteed by, the United States Government,
its agencies or instrumentalities (collectively, the "U.S. Government"), in-
cluding issues of the United States Treasury, such as bills, certificates of
indebtedness, notes and bonds, and issues of agencies and instrumentalities
established under the authority of an act of Congress; and (2) repurchase
agreements that are collateralized in full each day by the types of securities
listed above. These agreements are entered into with "primary dealers" (as
designated by the Federal Reserve Bank of New York) in U.S. Government securi-
ties or State Street Bank and Trust Company, AGR's Custodian, and would create
a loss to the Fund if, in the event of a dealer default, the proceeds from the
sale of the collateral were less than the repurchase price. AGR may commit up
to 15% of its net assets to the purchase of when-issued U.S. Government secu-
rities, whose value may fluctuate prior to their settlement, thereby creating
an unrealized gain or loss to the Fund.
Other Fundamental Investment Policies. To maintain portfolio diversification
and reduce investment risk, AGR may not: (1) borrow money except from banks on
a temporary basis or via entering into reverse repurchase agreements in aggre-
gate amounts not exceeding 10% of its assets and to be used exclusively to fa-
cilitate the orderly maturation and sale of portfolio securities during any
periods of abnormally heavy redemption requests, if they should occur; such
borrowings may not be used to purchase investments and it will not purchase
any investment while any such borrowings exist; or (2) pledge, hypothecate or
in any manner transfer, as security for indebtedness, its assets except to se-
cure such borrowings.
ALLIANCE MUNICIPAL TRUST
The investment objectives of AMT-General are safety of principal, liquidity
and, to the extent consistent with these objectives, maximum current income
that is exempt from income taxation to the extent described below. Except when
AMT-General assumes a temporary defensive position, as a matter of fundamental
policy, at least 80% of such Portfolio's total assets will be invested in mu-
nicipal securities (as opposed to the taxable investments described below).
Normally, substantially all of such Portfolio's income will be tax-exempt as
described below (e.g., for 1995, 100% of the income of such Portfolio was ex-
empt from Federal income taxes).
AMT-General seeks maximum current income that is exempt from Federal income
taxes by investing principally in a diversified portfolio of high quality mu-
nicipal securities. Such income may be subject to state or local income taxes.
AMT-General may invest without limitation in tax-exempt municipal securities
subject to the alternative minimum tax (the "AMT").
6
<PAGE>
Under current Federal income tax law, (1) interest on tax-exempt municipal
securities issued after August 7, 1986 which are "specified private activity
bonds," and the proportionate share of any exempt-interest dividends paid by a
regulated investment company which receives interest from such specified pri-
vate activity bonds, will be treated as an item of tax preference for purposes
of the AMT imposed on individuals and corporations, though for regular Federal
income tax purposes such interest will remain fully tax-exempt, and (2) inter-
est on all tax-exempt obligations will be included in "adjusted current earn-
ings" of corporations for AMT purposes. Such bonds have provided, and may con-
tinue to provide, somewhat higher yields than other comparable municipal secu-
rities. See below, "Daily Dividends, Other Distributions, Taxes."
Municipal Securities. The municipal securities in which AMT-General invests
include municipal notes and short-term municipal bonds. Municipal notes are
generally used to provide for short-term capital needs and generally have ma-
turities of one year or less. Examples include tax anticipation and revenue
anticipation notes, which are generally issued in anticipation of various sea-
sonal revenues, bond anticipation notes, and tax-exempt commercial paper.
Short-term municipal bonds may include general obligation bonds, which are se-
cured by the issuer's pledge of its faith, credit and taxing power for payment
of principal and interest, and revenue bonds, which are generally paid from
the revenues of a particular facility or a specific excise or other source.
AMT-General may invest in variable rate obligations whose interest rates are
adjusted either at predesignated periodic intervals or whenever there is a
change in the market rate to which the security's interest rate is tied. Such
adjustments minimize changes in the market value of the obligation and, ac-
cordingly, enhance the ability of AMT-General to maintain a stable net asset
value. Variable rate securities purchased may include participation interests
in industrial development bonds backed by letters of credit of Federal Deposit
Insurance Corporation member banks having total assets of more than $1 bil-
lion. The letters of credit of any single bank in respect of all variable rate
obligations will not cover more than 10% of a AMT-General's total assets.
AMT-General's municipal securities at the time of purchase are rated within
the two highest quality ratings of Moody's Investors Service, Inc. (Aaa and
Aa, MIG 1 and MIG 2, or VMIG 1 and VMIG 2) or Standard & Poor's Corporation
(AAA and AA or SP-1 and SP-2), or judged by the Adviser to be of comparable
quality. Securities must also meet credit standards applied by the Adviser.
To further enhance the quality and liquidity of the securities in which AMT-
General invests, such securities frequently are supported by credit and li-
quidity enhancements, such as letters of credit, from third party financial
institutions. The Adviser continuously monitors the credit quality of such
third parties; however, changes in the credit quality of such a financial in-
stitution could cause AMT-General's investments backed by that institution to
lose value and affect AMT-General's share price.
AMT-General also may invest in stand-by commitments, which may involve cer-
tain expenses and risks, but such commitments are not expected to comprise
more than 5% of AMT-General's net assets. AMT-General may commit up to 15% of
its net assets to the purchase of when-issued securities. The Fund's custodian
will maintain, in a separate account of AMT-General, liquid high-grade debt
securities having value equal to, or greater than, such when-issued securi-
ties. The price of when-issued securities, which is generally expressed in
yield terms, is fixed at the time the commitment to purchase is made, but de-
livery and payment for such securities takes place at a later time. Normally
the settlement date occurs from within ten days to one month after the pur-
chase of the issue. The value of when-issued securities may fluctuate prior to
their settlement, thereby creating an unrealized gain or loss to AMT-General.
Taxable Investments. The taxable investments in which AMT-General may invest
include obligations of the U.S. Government and its agencies, high quality cer-
tificates of deposit and bankers' acceptances, prime commercial paper, and re-
purchase agreements.
Other Fundamental Investment Policies. To reduce investment risk, AMT-Gen-
eral may not invest more than 25% of its total assets in municipal securities
whose issuers are located in the same state, and may not invest in municipal
securities the interest upon which is paid from revenues of similar-type pro-
jects; AMT-General may not invest
7
<PAGE>
PURCHASE AND REDEMPTION OF SHARES
more than 5% of its total assets in the securities of any one issuer except
the U.S. Government, although with respect to 25% of its total assets AMT-Gen-
eral may invest up to 10% per issuer, and AMT-General may not purchase more
than 10% of any class of the voting securities of any one issuer except those
of the U.S. Government.
OPENING ACCOUNTS
Instruct SouthTrust Securities ("SouthTrust") to use AMR, AGR or AMT-General
in conjunction with your brokerage account.
SUBSEQUENT INVESTMENTS
A. BY CHECK TO SOUTHTRUST SECURITIES
Mail or deliver your check made payable to "SouthTrust Securities."
SouthTrust will deposit it into the Fund(s). Please indicate your brokerage
account number and the appropriate Fund on the check.
B. BY SWEEP
SouthTrust has available an automatic "sweep" for the Funds for its custom-
ers' brokerage accounts. If you request the sweep arrangement, every day cash
which has come into your brokerage account from interest and dividends paid on
your securities held in "street" name as well as sales proceeds are moved into
your account.
REDEMPTIONS
A. BY TELEPHONE
Instruct SouthTrust to order a withdrawal from your Fund account to purchase
securities or to make payment to you with a SouthTrust check to you.
B. BY CHECKWRITING
With this service, you may write checks made payable to any payee, other
than SouthTrust, in any amount of $100 or more. Checks cannot be written for
more than the principal balance (not including any accrued dividends) in your
account. First you must fill out the Signature Card which is located in this
prospectus. There is no separate charge for the checkwriting service. The
checkwriting service enables you to receive the daily dividends declared on
the shares to be redeemed until the day that your check is presented for pay-
ment.
C. BY SWEEP
SouthTrust's automatic "sweep" also moves money from your account to cover
securities purchases and other account charges in your SouthTrust account.
ADDITIONAL INFORMATION
SHARE PRICE. Shares are sold and redeemed on a continuous basis without
sales or redemption charges at their net asset value which is expected to be
constant at $1.00 per share, although this price is not guaranteed. The net
asset value of each Fund's shares is determined each business day at 12:00
Noon and 4:00 p.m. (New York time). The net asset value per share of a Fund is
calculated by taking the sum of the value of that Fund's investments (amor-
tized cost value is used for this purpose) and any cash or other assets, sub-
tracting liabilities, and dividing by the total number of shares outstanding.
All expenses, including the fees payable to the Adviser, are accrued daily.
TIMING OF INVESTMENTS AND REDEMPTIONS. The Funds have two transaction times
each business day, 12:00 Noon and 4:00 p.m. (New York time). New investments
represented by Federal funds or bank wire monies received by State Street Bank
at any time during a day prior to 4:00 p.m. are entitled to the full dividend
to be paid to shareholders for that day. Shares do not earn dividends on the
day a redemption is effected regardless of whether the redemption order is re-
ceived before or after 12:00 Noon.
During drastic economic or market developments, shareholders might have dif-
ficulty in reaching Alliance
8
<PAGE>
Check-Writing
Service
Complete the Signature
Card. A supply of free
checks will be sent to you
shortly.
Send this completed form to:
South Trust Securities, Inc.
P.O. Box 2554
Birmingham, AL 35290
ALLIANCE MEMORANDUM ACCOUNT
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BROKER DEALER
SOUTHTRUST SECURITIES, INC. (BHC OMNIBUS)
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ACCOUNT NAME(S) AS REGISTERED
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ACCOUNT ADDRESS Street City State Zip Code
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ACCOUNT SOCIAL SECURITY NO. OR TAXPAYER IDENTIFICATION NO.
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AUTHORIZED SIGNATURE(S)
1. ........................... 2. ...........................
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Joint Accounts check one: [ ] Either owner is authorized to
sign redemption checks.
[ ] All owners are required to sign
Redemption Checks.
(If no box is checked, only one
signature will be required.)
Checkbooks are not transferable to other accounts. If you change
account numbers or change funds, you must reapply for check-writing.
STATE STREET BANK AND TRUST COMPANY Subject to conditions printed
on the reverse side
SIGNATURE GUARANTEED BY (see reverse side)
...........................................................
(Name of Bank or Firm)
...........................................................
(Name of Officer & Title)
<PAGE>
- --------------------------------------------------------------------------------
The payment of funds is authorized by the signature(s) appearing on the reverse
side. Each signatory guarantees the genuineness of the other signatures.
State Street Bank and Trust Company (the "Bank") is hereby appointed agent by
the person(s) signing this card (the "Depositor(s)") and, as agent, is
authorized and directed, upon presentment of checks to the Bank to transmit such
checks to the Fund or its transfer agent as requests to redeem shares registered
in the name of the Depositor(s) in the amounts of such checks for deposit in
this checking account.
This checking arrangement is subject to the applicable terms and restrictions,
including charges, set forth in the current Prospectus for each Alliance mutual
fund as to which the Depositor has arranged to redeem shares by check-writing.
The Bank is further authorized to effect redemptions to defray the Bank's
charges relating to this checking arrangement. The Depositor(s) agrees that he
shall be subject to the rules and regulations of the Bank pertaining to this
checking arrangement as amended from time to time; that the Bank has the right
not to honor checks which do not meet the Bank's normal standards for checks
presented to it, that the Bank and Alliance have the right to change, modify or
terminate this check-writing service at any time; and that the Bank shall be
liable only for its own negligence.
SEND THIS CARD (with any necessary authorizing documentation) TO:
SOUTHTRUST SECURITIES, INC.
P.O. BOX 2554
BIRMINGHAM, AL 35290
<PAGE>
Fund Services, Inc. by telephone in which event the shareholder should issue
written instructions to Alliance Fund Services, Inc. at the address shown in
this prospectus. The Funds reserve the right to suspend or terminate their
telephone service at any time without notice. Neither the Funds nor the Advis-
er, or Alliance Fund Services, Inc. will be responsible for the authenticity
of telephone requests to purchase or sell shares. Alliance Fund Services, Inc.
will employ reasonable procedures in order to verify that telephone requests
are genuine and could be liable for losses arising from unauthorized transac-
tions if it failed to do so. Selected dealers or agents may charge a commis-
sion for handling telephone requests for redemptions.
Redemption proceeds are normally wired or mailed either the same or the next
business day, but in no event later than seven days, unless redemptions have
been suspended or postponed due to the determination of an "emergency" by the
Securities and Exchange Commission or to certain other unusual conditions.
DAILY DIVIDENDS, OTHER DISTRIBUTIONS, TAXES. All net income of each Fund is
determined each business day at 4:00 p.m. (New York time) and is paid immedi-
ately thereafter pro rata to shareholders of that Fund of record via automatic
investment in additional full and fractional shares of that Fund in each
shareholder's account. As such additional shares are entitled to dividends on
following days, a compounding growth of income occurs.
Net income consists of all accrued interest income on Fund assets less the
Fund's expenses applicable to that dividend period. Realized gains and losses
are reflected in its net asset value and are not included in net income.
Distributions to you out of tax-exempt interest income earned by AMT-General
are not subject to Federal income tax (other than the AMT), but may be subject
to state or local income taxes. Any exempt-interest dividends derived from in-
terest on municipal securities subject to the AMT will be a specific prefer-
ence item for purposes of the Federal individual and corporate AMT. Distribu-
tions out of taxable interest income, other investment income, and short-term
capital gains are taxable to you as ordinary income and distributions of long-
term capital gains, if any, are taxable as long-term capital gains irrespec-
tive of the length of time you may have held your shares. Distributions of
short and long-term capital gains, if any, are normally made near year-end.
Each year shortly after December 31, the Funds will send you tax information
stating the amount and type of all its distributions for the year just ended.
THE ADVISER. Each Fund retains Alliance Capital Management L. P., 1345 Ave-
nue of the Americas, New York, NY 10105 under separate Advisory Agreements to
provide investment advice and, in general, to supervise its management and in-
vestment program, subject to the general control of the Trustees of each Fund.
For the fiscal year ended June 30, 1996, AMR, AGR and AMT-General each paid
the Adviser an advisory fee at an annual rate of .49, .48 and .50 of 1%, re-
spectively, of the average daily value of the respective Portfolio's net as-
sets.
Under a Distribution Services Agreement (the "Agreement"), each Fund pays
the Adviser at a maximum annual rate of .25 of 1% of the Fund's aggregate av-
erage daily net assets. For the fiscal year ended June 30, 1996, AMR, AGR and
AMT-General each paid the Adviser a distribution services fee at an annual
rate of .25, .24 and .25 of 1%, respectively, of the average daily value of
the net assets of each Portfolio. Substantially all such monies (together with
significant amounts from the Adviser's own resources) are paid by the Adviser
to broker-dealers and other financial intermediaries for their distribution
assistance and to banks and other depository institutions for administrative
and accounting services provided to the Funds, with any remaining amounts be-
ing used to partially defray other expenses incurred by the Adviser in dis-
tributing the Funds' shares. The Funds believe that the administrative serv-
ices provided by depository institutions are permissible activities under
present banking laws and regulations and will take appropriate actions (which
should not adversely affect the Funds or their shareholders) in the future to
maintain such legal conformity should any changes in, or interpretations of,
such laws or regulations occur.
The Adviser will reimburse each Fund to the extent that aggregate operating
expenses of that Fund (including the Adviser's fee and expenses incurred under
the Agreement) exceed 1% of its average daily net assets for any fiscal year.
CUSTODIAN, TRANSFER AGENT AND DISTRIBUTOR. State Street Bank and Trust Com-
pany, P.O. Box 1912,
9
<PAGE>
Boston, MA 02105, is the Funds' Custodian. Alliance Fund Services, Inc., P.O.
Box 1520, Secaucus, NJ 07096-1520 and Alliance Fund Distributors, Inc., 1345
Avenue of the Americas, New York, NY 10105, are the Funds' Transfer Agent and
Distributor, respectively.
FUND ORGANIZATION. AGR and Alliance Treasury Reserves (not offered by this
prospectus) are series of Alliance Government Reserves which is a diversified
open-end management investment company registered under the 1940 Act. The Fund
was reorganized as a Massachusetts business trust in October 1984, having pre-
viously been a Maryland corporation since its formation in December 1978. Al-
liance Capital Reserves (not offered by this prospectus) and AMR are series of
Alliance Capital Reserves, a diversified open-end management investment com-
pany registered under the 1940 Act. The Fund was reorganized as a Massachu-
setts business trust in October 1984, having previously been a Maryland corpo-
ration since its formation in April 1978. AMT-General is a diversified series
of Alliance Municipal Trust, which is also an open-end management investment
company registered under the 1940 Act consisting of AMT-General and six other
series not offered by this prospectus. The Fund was reorganized as a Massachu-
setts business trust in April 1985, having previously been a Maryland corpora-
tion since its formation in January 1983. Each Fund's activities are super-
vised by its Trustees. Normally, shares of each series of Alliance Municipal
Trust, Alliance Government Reserves and Alliance Capital Reserves are entitled
to one vote per share, and vote as a single series, on matters that affect
each series in substantially the same manner. Massachusetts law does not re-
quire annual meetings of shareholders and it is anticipated that shareholder
meetings will be held only when required by Federal law. Shareholders have
available certain procedures for the removal of Trustees.
REPORTS. You receive semi-annual and annual reports for your Fund as well as
a monthly summary of your account.
Since this prospectus sets forth information about all the Funds, it is the-
oretically possible that a Fund might be liable for any materially inaccurate
or incomplete disclosure in this prospectus concerning another Fund. Based on
the advice of counsel, however, the Funds believe that the potential liability
of each Fund with respect to the disclosure in this prospectus extends only to
the disclosure relating to that Fund.
10
