ALLIANCE GOVERNMENT RESERVES INC
497, 1996-12-13
Previous: ALLIANCE GOVERNMENT RESERVES INC, 497, 1996-12-13
Next: GELMAN SCIENCES INC, 10-Q, 1996-12-13



<PAGE>
 

ALLIANCE GOVERNMENT RESERVES 

This is filed pursuant to Rule 497(e).
File Nos:  002-63315 and 811-02889




<PAGE>
 
 
                 [YIELDS]
  For current recorded yield information on
 the Funds, call toll-free (800) 221-9513.                    Quick
                                                              ASSETS
  The Funds are open-end management investment
 companies with investment objectives of safe-
 ty, liquidity and maximum current income ( in           Management Service
 the case of the New York, California, Con-
 necticut, New Jersey, Virginia and Florida
 Portfolios, exempt from Federal and state in-                 with
 come taxes of the respective states) to the
 extent consistent with the first two objec-
 tives. Alliance Treasury Reserves is diversi-       Alliance Treasury Reserves
 fied. The New York, California, Connecticut,
 New Jersey, Virginia and Florida Portfolios          Alliance Municipal Trust
 of Alliance Municipal Trust are non-diversi-
 fied, and are offered only to residents of           - California Portfolio
 each such respective state. This prospectus
 sets forth the information about each Fund           - Connecticut Portfolio
 that a prospective investor should know be-
 fore investing. Please retain it for future          - Florida Portfolio
 reference.
                                                      - New Jersey Portfolio
  AN INVESTMENT IN A FUND IS (I) NEITHER IN-
 SURED NOR GUARANTEED BY THE U.S. GOVERNMENT;         - New York Portfolio
 (II) NOT A DEPOSIT OR OBLIGATOIN OF, OR GUAR-
 ANTEED OR ENDORSED BY, ANY BANK; AND (III)           - Virginia Portfolio
 NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
 INSURANCE CORPORATION, THE FEDERAL RESERVE
 BOARD OR ANY OTHER AGENCY. THERE CAN BE NO
 ASSURANCE THAT A FUND WILL BE ABLE TO MAIN-                Prospectus
 TAIN A STABLE NET ASSET VALUE OF $1.00 PER              November 1, 1996
 SHARE. THE PORTFOLIOS OF ALLIANCE MUNICIPAL
 TRUST MAY INVEST A SIGNIFICANT PORTION OF 
 THEIR ASSETS IN THE SECURITIES OF A SINGLE                QUICK&REILLY
 ISSEUR. ACCORDINGLY, AN INVESTMENT IN SUCH       MEMBER NEW YORK STOCK EXCHANGE
 PORTFOLIOS MAY BE RISKIER THAN AN INVESTMENT
 IN OTHER TYPES OF MONEY MARKET FUNDS.
 
  A "Statement of Additional Information" for
 each Fund dated November 1, 1996, which pro-
 vides a further discussion of certain areas
 in this prospectus 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 ref-
 erence. A free copy may be obtained by con-
 tacting your Personal Broker.
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR
 DISAPPROVED BY THE SECURITIES AND EXCHANGE
 COMMISSION OR ANY STATE SECURITIES COMMISSION
 NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
 SION OR ANY STATE SECURITIES COMMISSION
 PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
 PROSPECTUS. ANY REPRESENTATION TO THE CON-
 TRARY IS A CRIMINAL OFFENSE.
 
 CONTENTS
 -------
<TABLE>
  <S>                                                                        <C>
  Expense Information.......................................................   2
  Financial Highlights......................................................   3
  Investment Objectives and Policies........................................   7
  Purchase and Redemption of Shares.........................................  10
  Additional Information....................................................  10
</TABLE>
<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            ATR   AMT-NY AMT-CA AMT-CT AMT-NJ AMT-VA AMT-FL
 reimbursement)                   ----  ------ ------ ------ ------ ------ ------
<S>                               <C>   <C>    <C>    <C>    <C>    <C>    <C>
   Management Fees..............   .50%   .50%   .50%   .50%   .50%   .50%   .50%
   12b-1 Fees...................   .25    .25    .25    .25    .25    .25    .25
   Other Expenses...............   .25    .25    .25    .25    .25    .25    .25
                                  ----   ----   ----   ----   ----   ----   ----
   Total Fund Operating
    Expenses....................  1.00%  1.00%  1.00%  1.00%  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>
   ATR..........................................  $10     $32     $55     $122
   AMT--New York................................  $10     $32     $55     $122
   AMT--California..............................  $10     $32     $55     $122
   AMT--Connecticut.............................  $10     $32     $55     $122
   AMT--New Jersey..............................  $10     $32     $55     $122
   AMT--Virginia................................  $10     $32     $55     $122
   AMT--Florida.................................  $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 AMT-CT, AMT-NJ,
AMT-VA and AMT-FL are net of the contractual reimbursement by the Adviser de-
scribed in this prospectus. The expenses of such Portfolios, before expense
reimbursements, would be: AMT-CT: Management Fee--.50%, 12b-1 Fees--.25%,
Other Expenses--.37% and Total Operating Expenses--1.12%; AMT-NJ: Management
Fee--.50%, 12b-1 Fees--.25%, Other Expenses--.37% and Total Operating Ex-
penses--1.12%; AMT-VA: Management Fee--.50%, 12b-1 Fees--.25%, Other Ex-
penses--.38% and Total Operating Expenses--1.13%, and AMT-FL: Management Fee--
 .50%, 12b-1 Fees--.25%, Other Expenses--.34% and Total Operating Expenses--
1.09%. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATOIN 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.
 
[ALLIANCE TREASURY RESERVES]

<TABLE>
<CAPTION>
                                                           SEPTEMBER 1, 1993(A)
                                YEAR ENDED    YEAR ENDED         THROUGH
                               JUNE 30, 1996 JUNE 30, 1995    JUNE 30, 1994
                               ------------- ------------- --------------------
<S>                            <C>           <C>           <C>
Net asset value, beginning of
 period.......................   $   1.00      $   1.00          $  1.00
                                 --------      --------          -------
INCOME FROM INVESTMENT OPERA-
 TIONS
Net investment income.........      .0466         .0460            0.260
                                 --------      --------          -------
LESS: DISTRIBUTIONS
Dividends from net investment
 income.......................     (.0466)       (.0460)          (.0260)
                                 --------      --------          -------
Net asset value, end of peri-
 od...........................   $   1.00      $   1.00          $  1.00
                                 ========      ========          =======
TOTAL RETURNS
Total investment return based
 on: net asset value(b).......       4.77%         4.71%            3.18%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in
 thousands)...................   $700,558      $493,702          $80,720
Ratio to average net assets
 of:
 Expenses, net of waivers and
  reimbursements..............        .81%          .69%             .28%(c)
 Expenses, before waivers and
  reimbursements..............       1.05%         1.05%            1.28%(c)
 Net investment income(d).....       4.64%         4.86%            3.24%(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.
 
                                       3
<PAGE>
 
[ALLIANCE MUNICIPAL TRUST]

<TABLE>
<CAPTION>
                                                              NEW YORK PORTFOLIO
                          ---------------------------------------------------------------------------------------------------
                                                                                                               YEAR ENDED
                                              YEAR ENDED JUNE 30,                              SIX MONTHS     DECEMBER 31,
                          ------------------------------------------------------------------      ENDED      ----------------
                            1996      1995      1994      1993      1992     1991     1990    JUNE 30, 1989   1988     1987
                          --------  --------  --------  --------  --------  -------  -------  -------------  -------  -------
<S>                       <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
                          --------  --------  --------  --------  --------  -------  -------     -------     -------  -------
INCOME FROM INVESTMENT
 OPERATIONS
Net investment income...      .028      .028      .018      .019      .034     .042     .051        .027        .041     .036
                          --------  --------  --------  --------  --------  -------  -------     -------     -------  -------
LESS DISTRIBUTIONS
Dividends from net
 investment income......     (.028)    (.028)    (.018)    (.019)    (.034)   (.042)   (.051)      (.027)      (.041)   (.036)
                          --------  --------  --------  --------  --------  -------  -------     -------     -------  -------
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).....      2.87%     2.84%     1.77%     1.94%     3.47%    4.32%    5.26%       5.61%(b)    4.14%    3.71%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
 period
 (000's omitted)........  $330,984  $177,254  $162,839  $100,529  $100,476  $71,748  $62,536     $41,910     $41,335  $58,684
Ratio to average net
 assets of:
 Expenses, net of
  waivers and
  reimbursements........       .85%      .85%      .84%      .80%      .80%     .80%     .80%        .85%(b)    1.00%     .87%
 Expenses, before
  waivers and
  reimbursements........      1.03%     1.03%     1.08%     1.06%     1.12%    1.15%    1.18%       1.35%(b)    1.33%     .97%
 Net investment
  income(c).............      2.82%     2.81%     1.77%     1.91%     3.35%    4.20%    5.13%       5.45%(b)    4.03%    3.62%
</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) Net of expenses reimbursed or waived by the Adviser.
 
<TABLE>
<CAPTION>
                                                               CALIFORNIA PORTFOLIO
                          -------------------------------------------------------------------------------------------------------
                                               YEAR ENDED JUNE 30,                               SIX MONTHS      JUNE 2, 1988(A)
                          --------------------------------------------------------------------      ENDED            THROUGH
                            1996      1995      1994      1993      1992      1991      1990    JUNE 30, 1989   DECEMBER 31, 1988
                          --------  --------  --------  --------  --------  --------  --------  -------------   -----------------
<S>                       <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
                          --------  --------  --------  --------  --------  --------  --------    --------          --------
INCOME FROM INVESTMENT
 OPERATIONS
Net investment income...      .029      .027      .018      .020      .032      .043      .050        .029              .030
                          --------  --------  --------  --------  --------  --------  --------    --------          --------
LESS: DISTRIBUTIONS
Dividends from net
 investment income......     (.029)    (.027)    (.018)    (.020)    (.032)    (.043)    (.050)      (.029)            (.030)
                          --------  --------  --------  --------  --------  --------  --------    --------          --------
Net asset value, end of
 period.................    $ 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(b).....      2.91%     2.78%     1.83%     2.05%     3.26%     4.43%     5.17%       6.02%(c)          5.20%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
 period
 (000's omitted)........  $297,862  $236,479  $219,673  $156,200  $121,317  $111,957  $104,097    $242,124          $103,390
Ratio to average net
 assets of:
 Expenses, net of
  waivers and
  reimbursements........       .93%      .93%      .93%      .93%      .95%     1.00%      .99%        .92%(c)           .89%(c)
 Expenses, before
  waivers and
  reimbursements........       .94%     1.01%     1.02%     1.02%     1.05%     1.10%     1.09%       1.02%(c)          1.10%(c)
 Net investment
  income(d).............      2.86%     2.75%     1.82%     2.01%     3.18%     4.32%     5.03%       5.90%(c)          5.21%(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.
 
                                       4
<PAGE>
 
<TABLE>
<CAPTION>
                                                CONNECTICUT PORTFOLIO
                          ------------------------------------------------------------------------
                                        YEAR ENDED JUNE 30,                     JANUARY 5, 1990(A)
                          ----------------------------------------------------       THROUGH
                           1996     1995     1994     1993     1992     1991      JUNE 30, 1990
                          -------  -------  -------  -------  -------  -------  ------------------
<S>                       <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
                          -------  -------  -------  -------  -------  -------       -------
INCOME FROM INVESTMENT
 OPERATIONS
Net investment income...     .028     .028     .017     .020     .033     .045          .026
                          -------  -------  -------  -------  -------  -------       -------
LESS: DISTRIBUTIONS
Dividends from net
 investment income......    (.028)   (.028)   (.017)   (.020)   (.033)   (.045)        (.026)
                          -------  -------  -------  -------  -------  -------       -------
Net asset value, end of
 period.................   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00        $ 1.00
                          =======  =======  =======  =======  =======  =======       =======
TOTAL RETURNS
Total investment return
 based on net asset
 value(b)...............     2.88%    2.78%    1.71%    2.00%    3.35%    4.57%         5.53%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
 period (000's omitted).  $95,812  $75,991  $57,314  $56,224  $54,751  $48,482       $27,945
Ratio to net assets of:
 Expenses, net of
  waivers and...........      .80%     .80%     .77%     .70%     .58%     .44%          .19%(c)
 Expenses, before
  waivers and
  reimbursements........     1.15%    1.21%    1.21%    1.16%    1.22%    1.16%         1.10%(c)
 Net investment
  income(d).............     2.84%    2.77%    1.69%    1.97%    3.28%    4.39%         5.39%(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>
                                                 NEW JERSEY PORTFOLIO
                                          -------------------------------------
                                            YEAR ENDED
                                             JUNE 30,       FEBRUARY 7, 1994(A)
                                          ----------------        THROUGH
                                           1996     1995       JUNE 30, 1994
                                          -------  -------  -------------------
<S>                                       <C>      <C>      <C>
Net asset value, beginning of period.....  $ 1.00   $ 1.00         $ 1.00
                                          -------  -------        -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income....................    .028     .029           .008
                                          -------  -------        -------
LESS: DISTRIBUTIONS
Dividends from net investment income.....   (.028)   (.029)         (.008)
                                          -------  -------        -------
Net asset value, end of period...........  $ 1.00   $ 1.00         $ 1.00
                                          =======  =======        =======
TOTAL RETURNS
Total investment return based on net as-
 set value(b)............................    2.89%    2.93%          2.08%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omit-
 ted).................................... $98,098  $74,133        $36,909
Ratio to average net assets of:
 Expenses, net of waivers and reimburse-
  ments..................................     .82%     .74%           .70%(c)
 Expenses, before waivers and reimburse-
  ments..................................    1.19%    1.29%          1.93%(c)
 Net investment income(d)................    2.84%    2.98%          2.07%(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.
 
                                       5
<PAGE>
 
<TABLE>
<CAPTION>
                                      VIRGINIA PORTFOLIO       FLORIDA PORTFOLIO
                                  ---------------------------  -----------------
                                                 OCTOBER 25
                                                   1994(A)     JULY 28, 1995(A)
                                   YEAR ENDED      THROUGH          THROUGH
                                  JUNE 30, 1996 JUNE 30, 1995    JUNE 30, 1996
                                  ------------- -------------  -----------------
<S>                               <C>           <C>            <C>
Net asset value, beginning of
 period.........................      $ 1.00        $ 1.00           $ 1.00
 
                                     -------       -------          -------
INCOME FROM INVESTMENT OPERA-
 TIONS
Net investment income...........        .029          .023             .030
 
                                     -------       -------          -------
LESS DISTRIBUTIONS
Dividends from net investment
 income.........................       (.029)        (.023)           (.030)
 
                                     -------       -------          -------
Net asset value, end of period..      $ 1.00        $ 1.00           $ 1.00
 
                                     =======       =======          =======
TAX RETURNS
Total investment return based on
 net asset value(b).............        2.97%         3.48%(c)         3.32%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's
 omitted).......................     $89,557       $66,921          $91,179
Ratio to average net assets of:
 Expenses, net of waivers and
  reimbursements................         .78%          .44%(c)          .58%(c)
 Expenses, before waivers and
  reimbursements................        1.15%         1.30%(c)         1.24%(c)
 Net investment income(d).......        2.91%         3.48%(c)         3.12%(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 re-
    demption on the last day of the period.
(c) Annualized.
(d) Net of expenses reimbursed or waived by the Adviser.
 
                                ---------------
 
  From time to time the 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 ATR divi-
dends for the seven days ended June 30, 1996, after expense reimbursement,
amounted to an annualized yield of 4.37%, equivalent to an effective yield of
4.47%. Absent such reimbursement, the annualized yield for such period would
have been 4.19%, equivalent to an effective yield of 4.28%. For AMT-New York
dividends for the seven days ended June 30, 1996, after expense reimbursement,
amounted to an annualized yield of 2.68%, equivalent to an effective yield of
2.72%. Absent such reimbursement, the annualized yield for such period would
have been 2.16%, equivalent to an effective yield of 2.18%. For AMT-California
dividends for the seven days ended June 30, 1996, after expense reimbursement,
amounted to an annualized yield of 2.64%, equivalent to an effective yield of
2.68%. Absent such reimbursement, the annualized yield for such period would
have been 2.56%, equivalent to an effective yield of 2.59%. For AMT-Connecti-
cut dividends for the seven days ended June 30, 1996, after expense reimburse-
ment, amounted to an annualized yield of 2.67%, equivalent to an effective
yield of 2.71%. Absent such reimbursement, the annualized yield for such pe-
riod would have been 2.31%, equivalent to an effective yield of 2.34%. For
AMT-New Jersey dividends for the seven days ended June 30, 1996, after expense
reimbursement, amounted to an annualized yield of 2.61%, equivalent to an ef-
fective yield of 2.64%. Absent such reimbursement, the annualized yield for
such period would have been 2.24%, equivalent to an effective yield of 2.27%.
For AMT-Virginia dividends for the seven days ended June 30, 1996, after ex-
pense reimbursement, amounted to an annualized yield of 2.73%, equivalent to
an effective yield of 2.77%. Absent such reimbursement, the annualized yield
for such period would have been 2.49%, equivalent to an effective yield of
2.52%. For AMT-Florida dividends for the seven days ended June 30, 1996, after
expense reimbursement, amounted to an annualized yield of 2.92%, equivalent to
an effective yield of 2.96%. Absent such reimbursement, the annualized yield
for such period would have been 2.49%, equivalent to an effective yield of
2.52%.
 
                                       6
<PAGE>
 
                     [INVESTMENT OBJECTIVES AND POLICIES]
  The investment objectives of each of the Funds are--in the following order
of priority--safety of principal, excellent liquidity and, to the extent con-
sistent with the first two objectives, maximum current income that is, in the
case of each portfolio of Alliance Municipal Trust, exempt from income taxa-
tion to the extent described below. As a matter of fundamental policy, each
Fund, except for AMT-Florida, pursues its objectives by maintaining a portfo-
lio of high-quality money market securities all of which at the time of in-
vestment have remaining maturities of one year (397 days with respect to ATR
and AMT-New Jersey and AMT-Virginia) or less, which maturities may extend to
397 days. AMT-Florida pursues its objectives by investing in high quality mu-
nicipal securities having remaining maturities of 397 days or less (which ma-
turities may extend to such greater length of time as may be permitted from
time to time pursuant to Rule 2a-7 under the Investment Company Act of 1940
(the "1940 Act"), as amended). While the fundamental policies described above
and the "other fundamental investment policies" described below may not be
changed without shareholder approval, each Fund may, upon notice to sharehold-
ers, 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 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.
 


  The securities in which Alliance Treasury Reserves ("ATR") invests are: (1)
issues of the U.S. Treasury, such as bills, certificates of indebtedness,
notes and bonds; 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 securities or State Street Bank and Trust Company,
ATR's Custodian. For each repurchase agreement, ATR requires continual mainte-
nance of the market value of the underlying collateral in amounts equal to, or
in excess of, the agreement amount. In the event of a dealer default, ATR
might suffer a loss to the extent that the proceeds from the sale of the col-
lateral were less than the repurchase price. ATR may commit up to 15% of its
net assets to the purchase of when-issued U.S. Treasury securities. Delivery
and payment for when-issued securities takes place after the transaction date.
The payment amount and the interest rate that will be received on the securi-
ties are fixed on the transaction date. The value of such securities may fluc-
tuate prior to their settlement, thereby creating an unrealized gain or loss
to ATR.
 
  Other Fundamental Investment Policies. To maintain portfolio diversification
and reduce investment risk, ATR 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 each Portfolio are safety of principal, liquid-
ity and, to the extent consistent with these objectives, maximum current in-
come that is exempt from income taxation to the extent described below. Except
when a Portfolio assumes a temporary defensive position, as a matter of funda-
mental policy, at least 80% of each Portfolio's total assets will be invested
in municipal securities (as opposed to the taxable investments described be-
low). Normally, substantially all of each Portfolio's income will be tax-ex-
empt as described

[ALLIANCE TREASURY RESERVES]
 
                                       7
<PAGE>
 
below (e.g., for 1995, 100% of the income of each Portfolio was exempt from
Federal income taxes).
 
  The New York Portfolio seeks maximum current income that is exempt from Fed-
eral, New York state and New York City personal income taxes by investing, as
a matter of fundamental policy, not less than 65% of its total assets in a
portfolio of high quality municipal securities issued by New York state or its
political subdivisions.
 
  The California Portfolio seeks maximum current income that is exempt from
Federal and California state personal income taxes by investing, as a matter
of fundamental policy, not less than 65% of its total assets in a portfolio of
high quality municipal securities issued by the State of California or its po-
litical subdivisions.
 
  The Connecticut Portfolio seeks maximum current income that is exempt from
Federal and Connecticut state personal income taxes by investing, as a matter
of fundamental policy, not less than 65% of its total assets in a portfolio of
high quality municipal securities issued by the State of Connecticut or its
political subdivisions.
 
  The New Jersey Portfolio seeks maximum current income that is exempt from
Federal and New Jersey state personal income taxes by investing, as a matter
of fundamental policy, not less than 65% of its total assets in a portfolio of
high quality municipal securities issued by the State of New Jersey or its po-
litical subdivisions. The New Jersey Portfolio will invest not less than 80%
of its net assets in securities the interest on which is exempt from New Jer-
sey personal income taxes [i.e. New Jersey municipal securities and obliga-
tions of the U.S. Government, its agencies and instrumentalities ("U.S. Gov-
ernment Securities")]. In addition, during periods when Alliance Capital Man-
agement L.P. (the "Adviser") believes that New Jersey municipal securities
that meet the New Jersey Portfolio's standards are not available, it may in-
vest a portion of its assets in securities whose interest payments are only
federally tax-exempt.
 
  The Virginia Portfolio seeks maximum current income that is exempt from Fed-
eral and Virginia state personal income taxes by investing, as a matter of
fundamental policy, not less than 65% of its total assets in a portfolio of
high quality municipal securities issued by the Commonwealth of Virginia or
its political subdivisions.
 
  The Florida Portfolio seeks maximum current income that is exempt from Fed-
eral income tax and State of Florida intangible tax by investing not less than
65% of its total assets in a portfolio of high-quality municipal securities
issued by Florida or its political subdivisions.
 
  Each Portfolio of the Fund may invest without limitation in tax-exempt mu-
nicipal securities subject to the alternative minimum tax (the "AMT").
 
  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."
 
  There can be no assurance that the Portfolios will achieve their investment
objectives. Potential investors in the New York, California, Connecticut, New
Jersey, Virginia and Florida Portfolios should consider the greater risk of
the concentration of such Portfolios versus the safety that comes with less
concentrated investments and should compare yields available on portfolios of
the relevant state's issues with those of more diversified portfolios, includ-
ing other states' issues, before making an investment decision. The Adviser
believes that by maintaining each Portfolio's investments in liquid, short-
term, high quality investments, each Portfolio is largely insulated from the
credit risks that exist on long-term municipal securities of the relevant
state. See the Statement of Additional Information for a more detailed discus-
sion of the financial condition of New York, California, Connecticut, New Jer-
sey, Virginia and Florida.
 
 
                                       8
<PAGE>
 
  Municipal Securities. The municipal securities in which each Portfolio in-
vests include municipal notes and short-term municipal bonds. Municipal notes
are generally used to provide for short-term capital needs and generally have
maturities 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.
 
  A Portfolio 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 the Portfolio 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 Portfolio's total assets.
 
  Each Portfolios' 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 Corpora-
tion (AAA and AA or SP-1 and SP-2), or judged by the Adviser to be of compara-
ble quality. Securities must also meet credit standards applied by the
Adviser.
 
  To further enhance the quality and liquidity of the securities in which the
Portfolios invest, 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 a Portfolio's investments backed by that institution to
lose value and affect a Portfolio's share price.
 
  A Portfolio 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 any Portfolio's net assets. A Portfolio may commit up to 15%
of its net assets to the purchase of when-issued securities. The Fund's custo-
dian will maintain, in a separate account of the respective Portfolio, liquid
high-grade debt securities having value equal to, or greater than, such when-
issued securities. The price of when-issued securities, which is generally ex-
pressed in yield terms, is fixed at the time the commitment to purchase is
made, but delivery 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 purchase of the issue. The value of when-issued securities may fluc-
tuate prior to their settlement, thereby creating an unrealized gain or loss
to a Portfolio.
 
  Taxable Investments. The taxable investments in which each Portfolio may in-
vest include obligations of the U.S. Government and its agencies, high quality
certificates of deposit and bankers' acceptances, prime commercial paper, and
repurchase agreements.
 
  Other Fundamental Investment Policies. To reduce investment risk, no Portfo-
lio may invest more than 25% of its total assets in municipal securities the
interest upon which is paid from revenues of similar-type projects; a Portfo-
lio may not invest more than 5% of its total assets in the securities of any
one issuer except the U.S. Government, although the New York, California, Con-
necticut, New Jersey, Virginia and Florida Portfolios may invest 50% of their
respective total assets in as few as four issuers (but no more than 25% of to-
tal assets in any one issuer); and a Portfolio may not purchase more than 10%
of any class of the voting securities of any one issuer except those of the
U.S. Government.
 
                                       9
<PAGE>
 
                      [PURCHASE AND REDEMPTION OF SHARES]


[OPENING ACCOUNTS]                     [REDEMPTIONS]
 
  Contact your Quick & Reilly Personal Broker to open a Fund account. The ini-
tial deposit requirement is $500. Balances will appear on your monthly state-
ment.
 
SUBSEQUENT INVESTMENTS
 
 A. BY CHECK THROUGH QUICK & REILLY
 
  Mail or deliver your check (minimum $100), payable to U.S. Clearing Corp. to
your Quick & Reilly Personal Broker who will deposit it into the Fund(s).
Please designate the appropriate Fund(s) and indicate your brokerage account
number on the check or draft.
 
 B. BY SWEEP
 
  Quick & Reilly has available an automatic "sweep" for customers in ATR, AMT-
NY, AMT-CA, AMT-CT, AMT-NJ, AMT-VA and AMT-FL. If you request the sweep ar-
rangement, all cash balances of $10 or more are moved into one of the above
selected money market funds on a daily basis. Sales proceeds in total from
trades will be swept into the designated Fund on settlement date.
 
 A. BY CONTACTING YOUR QUICK & REILLY PERSONAL BROKER
 
  Instruct your Quick & Reilly Personal Broker to order a withdrawal from your
Fund account and issue a check made payable to you.
 
 B. BY SWEEP
 
  Quick & Reilly's automatic "sweep" moves money from your money market ac-
count automatically to cover security purchases into your Quick & Reilly bro-
kerage account.
 
 C. BY CHECKWRITING
 
  With this service, you may write checks made payable to any payee. Checks
cannot be written for more than the principal balance (not including any ac-
crued dividends) in your account. First you must fill out the Signature Card
which you can obtain from your Quick & Reilly Personal Broker. There is no
separate charge for the checkwriting service and your checks are provided free
of charge. The checkwriting service enables you to receive the daily dividends
declared on the shares to be redeemed until the day that your check is pre-
sented for payment.

  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 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. Nei-
ther the

                           [ADDITIONAL INFORMATION]
 
                                      10
<PAGE>
 
Funds nor the Adviser, 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 un-
authorized transactions if it failed to do so. Selected dealers or agents may
charge a commission 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 each Port-
folio of Alliance Municipal Trust are not subject to Federal income tax (other
than the AMT). Any exempt-interest dividends derived from interest on munici-
pal securities subject to the AMT will be a specific preference item for pur-
poses of the Federal individual and corporate AMT. Distributions to residents
of New York out of income earned by the New York Portfolio from New York mu-
nicipal securities are exempt from New York state and New York City personal
income taxes. Distributions to residents of California out of income earned by
the California Portfolio from California municipal securities are exempt from
California personal income taxes. Distributions to individuals who are resi-
dents of Connecticut out of income earned by the Connecticut Portfolio from
Connecticut municipal securities are exempt from Connecticut personal income
taxes. Distributions to residents of New Jersey out of income earned by the
New Jersey Portfolio from New Jersey municipal securities or U.S. Government
Securities are exempt from New Jersey state personal income taxes. Distribu-
tions from the New Jersey Portfolio are, however, subject to the New Jersey
Corporation Business (Franchise) Tax and the New Jersey Corporation Income Tax
payable by corporate shareholders. Distributions to residents of Virginia out
of income earned by the Virginia Portfolio from Virginia municipal securities
or obligations of the United States or any authority, commission or instrumen-
tality of the United States are exempt from Virginia individual, estate,
trust, or corporate income tax. Dividends paid by the Florida Portfolio to in-
dividual Florida shareholders will not be subject to Florida income tax, which
is imposed only on corporations. However, Florida currently imposes an "intan-
gible tax" at the rate of $2.00 per $1,000 taxable value of certain securi-
ties, such as shares of the Portfolio, and other intangible assets owned by
Florida residents. U.S. Government securities and Florida municipal securities
are exempt from this intangible tax. It is anticipated that the Florida Port-
folio shares will qualify for exemption from the Florida intangible tax. In
order to so qualify, the Florida Portfolio must, among other things, have its
entire portfolio invested in U.S. Government securities and Florida municipal
securities on December 31 of any year. Exempt-interest dividends paid by the
Florida Portfolio to corporate shareholders will be subject to Florida corpo-
rate income tax. Distributions out of taxable interest income, other invest-
ment income, and short-term capital gains are taxable to you as ordinary in-
come and distributions of long-term capital gains, if any, are taxable as
long-term capital gains irrespective 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 distribu-
tions 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, ATR, AMT-NY, AMT-CA, AMT-CT, AMT-NJ
and AMT-VA each paid the Adviser
 
                                      11
<PAGE>
 
an advisory fee at an annual rate of .50, .42, .50, .25, .23 and .22 of 1%, re-
spectively, of the average daily value of the respective Portfolio's net as-
sets. For the period ended June 30, 1996, the Adviser waived the advisory fee
for AMT-FL.
 
  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 average
daily net assets. For the period ended June 30, 1996, ATR, AMT-NY, AMT-CA, AMT-
CT, AMT-NJ, AMT-VA and AMT-FL each paid the Adviser a distribution services fee
at an annual rate of .01, .15, .24, .15, .15, .15 and .15 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 re-
sources) are paid by the Adviser to broker-dealers and other financial interme-
diaries for their distribution assistance and to banks and other depository in-
stitutions for administrative and accounting services provided to the Funds,
with any remaining amounts being used to partially defray other expenses in-
curred by the Adviser in distributing the Funds' shares. The Funds believe that
the administrative services 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 inter-
pretations 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 Compa-
ny, P.O. Box 1912, Boston, MA 02105, is the Funds' Custodian. Alliance Fund
Services, Inc., P.O. Box 1520, Secaucus, NJ 07096-1520 and Alliance Fund Dis-
tributors, Inc., 1345 Avenue of the Americas, New York, NY 10105, are the
Funds' Transfer Agent and Distributor, respectively.
 
  FUND ORGANIZATION. AGR (not offered by this prospectus) and ATR are series of
Alliance Government Reserves which is a diversified open-end management invest-
ment company registered under the 1940 Act. The Fund was reorganized as a Mas-
sachusetts business trust in October 1984, having previously been a Maryland
corporation since its formation in December 1978. AMT-NY, AMT-CA, AMT-CT, AMT-
NJ, AMT-VA and AMT-FL are non-diversified series of Alliance Municipal Trust,
which is also an open-end management investment company registered under the
1940 Act consisting of such series and one other series not offered by this
prospectus. The Fund was reorganized as a Massachusetts business trust in April
1985, having previously been a Maryland corporation since its formation in Jan-
uary 1983. Each Fund's activities are supervised 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 require 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 theo-
retically 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.
 
- -------
Quick & Reilly, Inc. may charge you a fee for providing assistance in regard to
the maintenance of your Fund account(s), which will be deducted each month from
your Fund account(s). Such a fee will reduce your yield.
 
                                       12


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission