<PAGE>
As filed with the Securities and Exchange
Commission on May 8, 1995
File No. 2-79807
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 29 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 27 X
ALLIANCE MUNICIPAL TRUST
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:(800) 221-5672
_______________________
EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
It is proposed that this filing will become effective (Check
appropriate line)
X immediately upon filing pursuant to paragraph (b)
____ on (date) pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)
____ on (date) pursuant to paragraph (a) of rule 485.
Registrant has registered an indefinite number of shares of
beneficial interest pursuant to Rule 24f-2 under the Investment
Company Act of 1940. Registrant's Rule 24f-2 notice for its
fiscal year ended June 30, 1994 was filed on August 25, 1994.
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 404(c))
N-1A ITEM NO. LOCATION IN PROSPECTUSES
(Caption)
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis Expense Information
Item 3. Financial Highlights Financial Highlights
(Supplement)
Item 4. General Description of
Registrant Investment Objectives and
Policies
Item 5. Management of the Fund Additional Information
Item 6. Capital Stock and Other
Securities Additional Information
Item 7. Purchase of Securities
Being Offered Purchase and Redemption of
Shares; Additional
Information
Item 8. Redemption or Repurchase Purchase and Redemption of
Shares
Item 9. Pending Legal Proceedings Not Applicable
PART B LOCATION IN STATEMENTS
OF ADDITIONAL INFORMATION
(Caption)
Item 10. Cover Page Cover Page
Item 11. Table of Contents Cover Page
Item 12. General Information and
History Management; General
Information
Item 13. Investment Objectives and
Policies Investment Objectives and
Policies; Investment
Restrictions
<PAGE>
Item 14. Management of the Fund Management
Item 15. Control Persons and
Principal Holders of
Securities Management
CROSS REFERENCE SHEET
(as required by Rule 404(c))
N-1A ITEM NO. LOCATION IN STATEMENTS OF
ADDITIONAL INFORMATION
(Caption)
PART B (continued)
Item 16. Investment Advisory and Other
Services Management
Item 17. Brokerage Allocation General Information
Item 18. Capital Stock and Other
Securities Daily Dividends -
Determination of Net Asset
Value; General Information
Item 19. Purchase, Redemption and Purchase and
Pricing of Securities Redemption of
Being Offered Shares; Daily
Dividends -
Determination
of Net Asset Value
Item 20. Tax Status Taxes
Item 21. Underwriters General Information
Item 22. Calculation of Performance
Data General Information
Item 23. Financial Statements Financial Statements
(Unaudited)
<PAGE>
ALLIANCE CAPITAL (LOGO)
ALLIANCE MUNICIPAL TRUST-
Virginia Portfolio
May 8, 1995
Supplement to Prospectus dated September 30, 1994
This prospectus supplement sets forth unaudited per-
share information for Alliance Municipal Trust-Virginia Portfolio
as of March 31, 1995. Unaudited financial statements and related
notes as of such date have also been added to the Statement of
Additional Information.
A new section having the following heading and
containing the following information should be added on page 2 of
the current prospectus immediately following "Expense
Information."
________________________________________________________________
FINANCIAL HIGHLIGHTS
For a Share Outstanding Throughout the Period
(unaudited)
_________________________________________________________________
October 25, 1994 (a)
through
March 31, 1995
(unaudited)
____________________
Net asset value, beginning of period..... $1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income.................... .015
LESS: DISTRIBUTIONS
Dividends from net investment income..... (.015)
______
Net asset value, end of period........... $1.00
=======
TOTAL RETURNS
Total investment return based on
net asset value (b)(c)................. 3.33%
=======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions).. $60,332
<PAGE>
Ratio of expenses to average net
assets (c)(d).......................... .40%
Ratio of net investment income to
average net assets (c)(d).............. 3.35%
______________________________________________________
(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) If the Fund had borne all expenses, the expense ratio would
have been 1.27%. The net investment income ratio would have
been 2.47%.
(R): This registered service mark used under license from the
owner, Alliance Capital Management L.P.
2
00250204.AA1
<PAGE>
Prospectus - Incorporated by reference to Alliance Municipal
Trust Prospectus in Post-Effective Amendment No. 28 of
Registration Statement on Form N-1A (File No. 2-79807),
filed September 28, 1994.
<PAGE>
Statement of Additional Information - Incorporated by
reference to Alliance Municipal Trust Statement of
Additional Information in Post-Effective Amendment No. 28 of
Registration Statement on Form N-1A (File No. 2-79807),
filed September 28, 1994.
<PAGE>
ALLIANCE
MUNICIPAL
TRUST
VIRGINIA PORTFOLIO
Interim Report
March 31, 1995
(unaudited)
<PAGE>
STATEMENT OF NET ASSETS
MARCH 31, 1995 (UNAUDITED)
ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
(000) SECURITY+ YIELD VALUE (000) SECURITY+ YIELD VALUE
<C> <C> <C> <C> <C> <C> <C> <C>
MUNICIPAL BONDS-78.3% LYNCHBURG IDA
VIRGINIA-76.6% (Pooled Hospital Finance)
ARLINGTON COUNTY Series E
(Ballston Public VRDN* AMBAC
Parking Facility) $100 12/01/25 4.10% $ 100,000
$1,700 8/01/17 4.05% $1,700,000 NORFOLK GO BOND
BEDFORD COUNTY IDR 905 6/01/95 4.23 905,284
(Nekoosa Packaging NORFOLK GO EAGLE TRUST
Project) Series '93 SERIES 944601
3,200 10/01/04 4.30 3,200,000 VRDN*
CAMPBELL COUNTY IDR 3,900 6/01/06 4.35 3,900,000
(Hadson Power) AMT PRINCE WILLIAM COUNTY
1,000 4/01/15 4.55 1,000,000 WATER & SEWER SYSTEM
CHESTERFIELD COUNTY REVENUE FGIC
GO Bond 820 7/01/21 4.30 820,000
1,000 1/15/96 3.77 1,028,604 RICHMOND IDR
FAIRFAX COUNTY GO (Cogentrix of Richmond)
1,000 4/01/95 7.40 1,000,000 1,900 AMT VRDN*
FAIRFAX COUNTY 12/01/17 4.60 1,900,000
HOSPITAL REVENUE RICHMOND REDEVELOPMENT
(Fairfax Hospital) & HOUSING
Series B VRDN* AMT VRDN*
2,700 10/01/25 4.10 2,700,000 4,500 10/01/24 4.85 4,500,000
FAIRFAX COUNTY IDR RICHMOND RES. REC.
HOSPITAL REVENUE (Cogentrix Of Richmond)
(Inova Health System) AMT VRDN*
Series '93A 2,000 12/01/17 4.60 2,000,000
1,600 10/01/16 4.10 1,600,000 SOUTHAMPTON COUNTY IDR
FAIRFAX COUNTY (Hadson Power) VRDN*
REDEVELOPMENT & 2,900 4/01/15 4.55 2,900,000
HOUSING VIRGINIA GO EAGLE
(Chase Commons Project) TAX EXEMPT TRUST
Series '84A VRDN* SERIES 954601
3,000 12/01/06 4.25 3,000,000 VRDN*
KING GEORGE COUNTY IDR 3,000 6/01/21 4.35 3,000,000
(Birchwood Power) VIRGINIA STATE HFA SFMR
Series '94A (Commonwealth Mortgage)
AMT VRDN* Series B PPB*
700 10/01/24 4.75 700,000 2,000 7/12/95 4.40 2,000,000
LYNCHBURG COUNTY VIRGINIA STATE HOUSING
2
<PAGE>
GO BOND DEVELOPMENT AUTHORITY
500 4/01/95 7.38 500,000 3,000 9/01/17 4.15 3,000,000
Lynchburg IDA VIRGINIA STATE
(Pooled Hospital Finance) TRANSPORTATION
Series B BOARD REVENUE
VRDN* AMBAC (Route 28 Project)
2,300 12/01/25 4.10 2,300,000 2,175 4/01/95 5.00 2,175,000
__________
LYNCHBURG IDA 46,228,888
__________
(Pooled Hospital Finance) PUERTO RICO-1.7%
Series C PUERTO RICO GOVERNMENT
VRDN* AMBAC DEVELOPMENT BANK
300 12/01/25 4.10 300,000 Series '85
VRDN*
1,000 12/01/15 4.10 1,000,000
___________
3
<PAGE>
COMMERCIAL PAPER-19.9% PENINSULA PORT AUTHORITY
CAMPBELL COUNTY PCR Series 1987A
(Georgia Pacific Power) $1,000 4/07/95 3.70% $1,000,000
2,000 4/19/95 4.15% $2,000,000 PENINSULA PORT AUTHORITY
CHESTERFIELD COUNTY PCR Series 1987 B
(Electric and Power Co. 635 4/06/95 3.65 634,999
__________
Project) Series '87B 12,019,999
__________
1,200 5/05/95 4.00 1,200,000
CHESTERFIELD COUNTY PCR TOTAL INVESTMENTS-98.2%
(Electric and Power Co. (amortized cost
Project) Series '87B $59,248,887) 59,248,887
1,585 5/12/95 4.00 1,585,000 Other assets less
CHESTERFIELD COUNTY IDA PCR liabilities-1.8% 1,083,464
__________
(Electric And Power Co.
Project) Series '85 NET ASSETS-100%
2,000 5/09/95 3.85 2,000,000 (offering and
FAIRFAX COUNTY IDR redemption price of
HOSPITAL REVENUE $1.00 per share;
(Inova Health System) 60,340,255 shares
Series '85A VRDN* outstanding) $60,332,351
===========
1,600 4/06/95 4.00 1,600,000
NORFOLK IDR HOSPITAL
REVENUE
(Sentara Hospital)
2,000 5/09/95 4.05 2,000,000
__________________
+ All securities either mature or their interest rate
changes in one year or less.
* Variable Rate Demand Notes (VRDN) are instruments whose
interest rates change on a specified date (such as a
coupon date or interest payment date) or whose interest
rates vary with changes in a designated base rate (such as
the prime interest rate). These instruments are payable on
demand and are secured by letters of credit or other
credit support agreements from major banks. Periodic Put
Bonds (PPB) are payable on demand quarterly, semi-annually
or annually and their interest rates change less
frequently than rates on Variable Rate Demand Notes.
</TABLE>
4
<PAGE>
GLOSSARY OF TERMS:
AMBAC American Municipal Bond IDA Industrial Development
Assurance Corporation Authority
IDR Industrial Development
Revenue
AMT Alternative Minimum Tax PCR Pollution Control Revenue
FGIC Financial Guaranty PPB Periodic Put Bond
Insurance Company
GO General Obligation SFMR Single Family Mortgage
Revenue
HFA Housing Finance VRDN Variable Rate Demand Note
Agency/Authority
See notes to financial statements.
5
<PAGE>
STATEMENT OF OPERATIONS
OCTOBER 25, 1994* TO MARCH 31, 1995 (UNAUDITED)
ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
INVESTMENT INCOME
Interest $ 812,700
EXPENSES
Advisory fee (Note B) $ 108,470
Distribution assistance
and administrative service 86,469
Custodian fees 24,359
Transfer agency 23,079
Audit and legal fees 14,943
Registration fees 8,934
Printing 5,410
Trustees' fees 2,207
Prepaid organization expense 746
Miscellaneous 1,212
________
Total expenses 275,829
Less: expense reimbursement
and fee waiver (189,212) 86,617
_________ ______
Net investment income 726,083
REALIZED LOSS ON INVESTMENTS
Net realized loss on investments (7,904)
_______
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 718,179
==========
STATEMENT OF CHANGES IN NET ASSETS
October 25, 1994*
to
March 31, 1995
(unaudited)
__________________
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS
Net investment income $ 726,083
Net realized loss on investments (7,904)
____________
Net increase in net assets
from operations 718,179
6
<PAGE>
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income (726,083)
Net realized gain on investments 0
TRANSACTIONS IN SHARES OF
BENEFICIAL INTEREST
Net increase 60,340,055
___________
Total increase 60,332,151
NET ASSETS
Beginning of period 200
__________
End of period $60,332,351
===========
___________
* Commencement of operations.
See notes to financial statements.
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995 (UNAUDITED)
ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Municipal Trust (the "Fund") is registered under the
Investment Company Act of 1940, as amended, as an open-end
investment company. The Fund operates as a series company
currently issuing six classes of shares of beneficial interest:
Alliance Municipal Trust-General Portfolio, Alliance Municipal
Trust-New York Portfolio, Alliance Municipal Trust- California
Portfolio, Alliance Municipal Trust-Connecticut Portfolio,
Alliance Municipal Trust-New Jersey Portfolio and Alliance
Municipal Trust-Virginia Portfolio (the "Portfolio"). Each series
is considered to be a separate entity for financial reporting and
tax purposes. The following is a summary of significant
accounting policies followed by the Portfolio.
1. VALUATION OF SECURITIES
Securities in which the Portfolio invests are traded primarily in
the over-the-counter market and are valued at amortized cost,
under which method a portfolio instrument is valued at cost and
any premium or discount is amortized on a constant basis to
maturity. Amortization of premium is charged to income. Accretion
of market discount is credited to unrealized gains.
2. ORGANIZATION EXPENSES
The organization expenses of the Portfolio are being amortized
against income on a straight-line basis through October, 1999.
3. TAXES
It is the Portfolio's policy to comply with the requirements of
the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its investment company taxable
income and net realized gains, if applicable, to its
shareholders. Therefore, no provisions for federal income or
excise taxes are required.
4. DIVIDENDS
The Portfolio declares dividends daily from net investment income
and automatically reinvests such dividends in additional shares
at net asset value. Net realized capital gains on investments, if
any, are expected to be distributed near year end. Dividends paid
from net investment income for the period ended March 31, 1995,
are exempt from federal income taxes. However, certain
shareholders may be subject to the alternative minimum tax (AMT).
8
<PAGE>
5. General
Interest income is accrued daily. Security transactions are
recorded on the date securities are purchased or sold. Realized
gain (loss) from security transactions is recorded on the
identified cost basis.
NOTE B: ADVISORY FEE AND TRANSACTIONS
WITH AN AFFILIATE OF THE ADVISER
The Portfolio pays its Adviser, Alliance Capital Management L.P.,
an advisory fee at the annual rate of .50 of 1% on the first
$1.25 billion of average daily net assets; .49 of 1% on the next
$.25 billion; .48 of 1% on the next $.25 billion; .47 of 1% on
the next $.25 billion; .46 of 1% on the next $1 billion; and .45
of 1% in excess of $3 billion. The Adviser has agreed, pursuant
to the advisory agreement, to reimburse the Portfolio to the
extent that its annual aggregate expenses (excluding taxes,
brokerage, interest and, where permitted, extraordinary expenses)
exceed 1% of its average daily net assets for any fiscal year.
The Adviser also voluntarily agreed to reimburse the Portfolio on
October 25, 1994 (commencement of operations) for all expenses
and from October 26 to March 31, 1995 for expenses exceeding .40
of 1% of its average daily net assets. For the period ended March
31, 1995, the reimbursement amounted to $167,518. The Portfolio
compensates Alliance Fund Services, Inc. (a wholly-owned
subsidiary of the Adviser) for providing personnel and facilities
to perform transfer agency services for the Portfolio. Such
compensation amounted to $13,097 for the period ended March 31,
1995.
NOTE C: DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN
Under this Plan, the Portfolio pays a distribution fee to the
Adviser at an annual rate of up to .25% of 1% of the Portfolio's
average daily net assets.
The Plan provides that the Adviser will use such payments in
their entirety for distribution assistance and promotional
activities. For the period ended March 31, 1995, the distribution
amounted to $54,235 of which $21,694 was waived. In addition, the
Portfolio reimbursed certain broker-dealers for administrative
costs incurred in connection with providing shareholder services,
accounting, bookkeeping, legal and compliance support. For the
period ended March 31, 1995, such payments by the Portfolio
amounted to $32,234 of which $23,500 was paid to the Adviser.
NOTE D: INVESTMENT TRANSACTIONS
At March 31, 1995, the cost of securities for federal income tax
purposes was the same as the cost for financial reporting
purposes.
9
<PAGE>
NOTE E: TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
An unlimited number of shares ($.01 par value) are authorized. At
March 31, 1995, capital paid-in aggregated $60,340,255.
Transactions, all at $1.00 per share, were as follows:
October 25, 1994(a)
through
March 31, 1995
(unaudited)
___________________
Shares sold 132,891,244
Shares issued on reinvestments of dividends 708,306
Shares redeemed (73,259,495)
____________
Net increase 60,340,055
===========
NOTE F: FINANCIAL HIGHLIGHTS
Per share operating performance for a share outstanding
throughout each period.
October 25, 1994(a)
through
March 31, 1995
(unaudited)
___________________
Net asset value, beginning of period $1.00
_____
INCOME FROM INVESTMENT OPERATIONS
Net investment income .015
_____
LESS DISTRIBUTIONS
Dividends from net investment income (.015)
_____
Net asset value, end of period $1.00
=====
TOTAL RETURNS
Total investment return based on net
asset value (b)(c) 3.33%
10
<PAGE>
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted) $60,332
Ratio of expenses to average net assets (c)(d) .40%
Ratio of net investment income to average
net assets (c)(d) 3.35%
______________
(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) If the fund had borne all expenses, the expense ratio would
have been 1.27%. The net investment income ratio would have
been 2.47%.
11
<PAGE>
TRUSTEES
Dave H. Williams, Chairman
John D. Carifa
Sam Y. Cross
Charles H.P. Duell
William H. Foulk, Jr.
Elizabeth J. McCormack
David K. Storrs
Shelby White
John Winthrop
OFFICERS
Ronald M. Whitehill, President
John R. Bonczek, Senior Vice President
Robert I. Kurzweil, Senior Vice President
Patricia Netter, Senior Vice President
Ronald R. Valeggia, Senior Vice President
Drew Biegel, Vice President
Doris T. Ciliberti, Vice President
Edmund P. Bergan, Jr., Secretary
Mark D. Gersten, Treasurer & Chief Financial Officer
Patrick J. Farrell, Controller
CUSTODIAN
STATE STREET BANK AND TRUST COMPANY
P.O. Box 1912
Boston, MA 02105
LEGAL COUNSEL
SEWARD & KISSEL
One Battery Park Plaza
New York, NY 10004
AUDITORS
MCGLADREY & PULLEN
555 Fifth Avenue
New York, NY 10017
TRANSFER AGENT
ALLIANCE FUND SERVICES, INC.
P.O. Box 1520
Secaucus, NJ 07096-1520
DISTRIBUTOR
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105
12
<PAGE>
ALLIANCE MUNICIPAL TRUST -- VIRGINIA PORTFOLIO
1345 Avenue of the Americas, New York, NY 10105
Toll-free 1(800) 221-5672
YIELDS. For current recorded yield information on Alliance
Municipal Trust, call on a touch-tone telephone toll-free (800)
251-0539 and press the following sequence of keys:
1 # 1 # 2 1 #
For non-touch-tone telephones, call toll-free (800) 221-9513
[LOGO]
Distribution of this report other than to shareholders must be
preceded or accompanied by the Fund's current prospectus, which
contains further information about the Fund.
(R) These registered service marks used under license from the
owner, Alliance Capital Management L.P.
13
00250204.AA1
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits for the Fund
(a) FINANCIAL HIGHLIGHTS
Included in the Prospectus Condensed Financial
Information
Included in the Statement of Additional Information
Statement of Net Assets for period ended -
March 31, 1995 (unaudited)
Statement of Operations for period
October 25, 19941 to March 31, 1995 (unaudited)
Statement of Changes in Net Assets for
October 25, 1994* to March 31, 1995 (unaudited)
Notes to Financial Highlights - March 31, 1995
(unaudited)
Included in Part C of the Registration Statement
All other schedules are omitted as the required
information is inapplicable
(b) EXHIBITS
(1) Declaration of Trust - Incorporated by reference to
Exhibit No. 1 to Post-Effective Amendment No. 4 of
Registration Statement on Form N-1A (File No. 2-79807)
(the "Registrant's Form N-1A"), filed April 29, 1985.
(2) By-Laws - Incorporated by reference to Exhibit No. 2
to Post-Effective Amendment No. 4 of the Registrant's
Form N-1A, filed April 29, 1985.
(3) Not applicable.
(4) Specimen Forms of Certificate for Shares of Beneficial
Interest of the General and New York Portfolio -
Incorporated by reference to Exhibit No. 4 to Post-
Effective Amendment No. 7, filed July 10, 1986; for
the California Portfolio - Incorporated by reference
to Exhibit No. 4 to Post-Effective Amendment No. 10
filed March 9, 1988; and for the Connecticut Portfolio
- Incorporated by reference to Exhibit No. 4 to Post-
Effective Amendment No. 17 filed October 24, 1989.
____________________
1. Commencement of operations.
C-1
<PAGE>
(4)(b) Specimen Form of Certificate for Shares of Beneficial
Interest of the New Jersey Portfolio - Incorporated by
reference to Exhibit No. 4 to Post-Effective Amendment
No. 25, filed November 30, 1993.
(4)(c) Specimen Form of Certificate for Shares of Beneficial
Interest of the Virginia Portfolio - Incorporated by
reference to Post-Effective Amendment No. 26, filed
July 18, 1994.
(5) Copy of Advisory Agreement between the Registrant and
Alliance Capital Management L.P. - Incorporated by
reference to Exhibit 5(b) to Post-Effective Amendment
No. 22 of the Registrant's Form N-1A, filed October
13, 1992.
(6)(b) Copy of Distribution Services Agreement between the
Registrant and Alliance Fund Distributors, Inc. -
Incorporated by reference to Exhibit 6(b) to Post-
Effective Amendment No. 22 of the Registrant's Form N-
1A, filed October 13, 1992.
(7) Not applicable.
(8) Copy of Custodian Contract between the Registrant and
State Street Bank and Trust Company incorporated by
reference to Exhibit No. 8 to Post-Effective Amendment
No. 4 of the Registrant's Form N-1A, filed April 29,
1985.
(9) Copy of Transfer Agency Agreement between the
Registrant and Alliance Fund Services, Inc. -
Incorporated by reference to Exhibit No. 9 to Post-
Effective Amendment No. 14 filed February 15, 1989.
(10) (a) Opinion of Messrs. Seward & Kissel - Incorporated
by reference to Exhibit No. 10 to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement
on Form N-1 (Pre-Effective Amendment No. 1).
(b) Opinion of Messrs. Venable, Baetjer and Howard -
Incorporated by reference to Exhibit No. 10(b) to Pre-
Effective Amendment No. 1.
(11) Not applicable.
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
C-2
<PAGE>
(15) Rule 12b-1 Plan - See Exhibit 6 hereto.
(16) Schedule of Computation of Performance Quotation
Provided in Response to Item 22 - Incorporated by
reference to Exhibit No. 16 to Post-Effective
Amendment No. 22 of the Registrant's Statement on
Form N-1A, filed October 13, 1992.
OTHER EXHIBITS:
Powers of Attorney of: John D. Carifa, Charles H. P.
Duell, William H. Foulk, Jr., Elizabeth J. McCormack,
David K. Storrs, Dave H. Williams, John Winthrop -
Incorporated by reference to Other Exhibits to Post-
Effective Amendment No. 14 of the Registrant's
Statement on Form N-1A, filed on February 15, 1989.
Powers of Attorney of: Sam Y. Cross and Shelby White
- Incorporated by reference to Other Exhibits to Post-
Effective Amendment No. 22 of the Registrant's
Statement on Form N-1A, filed October 13, 1992.
ITEM 25. Persons Controlled by or Under Common Control with
Registrant.
None.
ITEM 26. Number of Holders of Securities.
Registrant had, as of May 3, 1995, the following
record holders of shares of Beneficial Interest:
General Portfolio 25,233
New York Portfolio 4,185
California Portfolio 5,109
Connecticut Portfolio 1,723
New Jersey Portfolio 2,668
Virginia Portfolio 1,262
ITEM 27. Indemnification
It is the Registrant's policy to indemnify its
trustees and officers, employees and other agents as
set forth in Article V of Registrant's Agreement and
Declaration of Trust, filed as Exhibit 1 in response
to Item 24 and Section 7 of the Distribution Agreement
filed as Exhibit 6 in response to Item 24, all as set
forth below. The liability of the Registrant's
trustees and officers is also dealt with in Article V
of Registrant's Agreement and Declaration of Trust.
The Adviser's liability for loss suffered by the
C-3
<PAGE>
Registrant or its shareholders is set forth in Section
4 of the Advisory Agreement filed as Exhibit 5 in
response to Item 24, as set forth below.
Article V of Registrant's Agreement and Declaration of
Trust reads as follows:
SECTION 5.1 - NO PERSONAL LIABILITY OF SHAREHOLDERS,
TRUSTEES, ETC.
No Shareholder shall be subject to any personal
liability whatsoever to any Person in connection with
Trust Property, including the property of any series
of the Trust, or the acts, obligations or affairs of
the Trust or any series thereof. No Trustee, officer,
employee or agent of the Trust shall be subject to any
personal liability whatsoever to any Person, other
than the Trust or applicable series thereof or its
Shareholders, in connection with Trust Property or the
property of any series thereof or the affairs of the
Trust or any series thereof, save only that arising
from bad faith, willful misfeasance, gross negligence
or reckless disregard for his duty to such Person; and
all such Persons shall look solely to the Trust
Property or the property of the appropriate series of
the Trust for satisfaction of claims of any nature
arising in connection with the affairs of the Trust or
any series thereof. If any Shareholder, Trustee,
officer, employee or agent, as such, of the Trust is
made a party to any suit or proceeding to enforce any
such liability, he shall not, on account thereof, be
held to any personal liability. The Trust shall
indemnify and hold each Shareholder harmless from and
against all claims by reason of his being or having
been a Shareholder, and shall reimburse such
Shareholder for all legal and other expenses
reasonably incurred by him in connection with any such
claim or liability, provided that any such expenses
shall be paid solely out of the funds and property of
the series of the Trust with respect to which such
Shareholder's Shares are issued. The rights accruing
to a Shareholder under this Section 5.1 shall not
exclude any other right to which such Shareholder may
be lawfully entitled, nor shall anything herein
contained restrict the right of the Trust to indemnify
or reimburse a Shareholder in any appropriate
situation even though not specifically provided
herein.
SECTION 5.2 - NON-LIABILITY OF TRUSTEES, ETC.
No Trustee, officer, employee or agent of the Trust
shall be liable to the Trust, its Shareholders, or to
any Shareholder, Trustee, officer, employee, or agent
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thereof for any action or failure to act (including
without limitation the failure to compel in any way
any former or acting Trustee to redress any breach of
trust) except for his own bad faith, willful
misfeasance, gross negligence or reckless disregard of
his duties.
SECTION 5.3 - INDEMNIFICATION.
(a) The Trustees shall provide for indemnification by
the Trust (or by the appropriate series thereof) of
every person who is, or has been, a Trustee or officer
of the Trust against all liability and against all
expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding
in which he becomes involved as a party or otherwise
by virtue of his being or having been a Trustee or
officer and against amounts paid or incurred by him in
the settlement thereof, in such manner as the Trustees
may provide from time to time in the By-Laws.
(b) The words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits
or proceedings (civil, criminal, or other, including
appeals), actual or threatened; and the words
"liability" and "expenses" shall include, without
limitation, attorneys' fees, costs, judgments, amounts
paid in settlement, fines, penalties and other
liabilities.
SECTION 5.4 - NO BOND REQUIRED OF TRUSTEES.
No Trustee shall be obligated to give any bond or
other security for performance of any of his duties
hereunder.
SECTION 5.5 - NO DUTY OF INVESTIGATION; NOTICE IN
TRUST INSTRUMENTS, INSURANCE.
No purchaser, lender, transfer agent or other Person
dealing with the Trustees or any officer, employee or
agent of the Trust shall be bound to make any inquiry
concerning the validity of any transaction purporting
to be made by the Trustees or by said officer,
employee or agent or be liable for the application of
money or property paid, loaned, or delivered to or on
the order of the Trustees or of said officer, employee
or agent. Every obligation, contract, instrument,
certificate, Share, other security of the Trust or
undertaking, and every other act or thing whatsoever
executed in connection with the Trust shall be
conclusively presumed to have been executed or done by
the executors thereof only in their capacity as
Trustees under the Declaration or in their capacity as
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officers, employees or agents of the Trust. Every
written obligation, contract, instrument, certificate,
Share, other security of the Trust or undertaking made
or issued by the Trustees shall recite that the same
is executed or made by them not individually, but as
Trustees under the Declaration, and that the
obligations of any such instrument are not binding
upon any of the Trustees or Shareholders,
individually, but bind only the Trust Property or the
property of the appropriate series of the Trust, and
may contain any further recital which they or he may
deem appropriate, but the omission of such recital
shall not operate to bind the Trustees or Shareholders
individually. The Trustees shall at all times
maintain insurance for the protection of the Trust
Property, its Shareholders, Trustees, officers,
employees and agents in such amount as the Trustees
shall deem adequate to cover possible tort liability,
and such other insurance as the Trustees in their sole
judgment shall deem advisable.
SECTION 5.6 - RELIANCE ON EXPERTS, ETC.
Each Trustee and officer or employee of the Trust
shall, in the performance of his duties, be fully and
completely justified and protected with regard to any
act or any failure to act resulting from reliance in
good faith upon the books of account or other records
of the Trust, upon an opinion of counsel or upon
reports made to the Trust by any of its officers or
employees or by the Investment Adviser, the
Distributor, Transfer Agent, selected dealers,
accountants, appraisers or other experts or
consultants selected with reasonable care by the
Trustees, officers or employees of the Trust,
regardless of whether such counsel or expert may also
be a Trustee.
The Advisory Agreement between Registrant and Alliance
Capital Management L.P. provides that Alliance Capital
Management L.P. will not be liable under such
agreement for any mistake of judgment or in any event
whatsoever except for lack of good faith and that
nothing therein shall be deemed to protect, or purport
to protect, Alliance Capital Management L.P. against
any liability to Registrant or its security holders to
which it would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in
the performance of its duties thereunder, or by reason
of reckless disregard of its obligations and duties
thereunder.
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The Distribution Agreement between the Registrant and
Alliance Fund Distributors, Inc. provides that the
Registrant will indemnify, defend and hold Alliance
Fund Distributors, Inc., and any person who controls
it within the meaning of Section 15 of the Investment
Company Act of 1940, free and harmless from and
against any and all claims, demands, liabilities and
expenses which Alliance Fund Distributors, Inc. or any
controlling person may incur arising out of or based
upon any alleged untrue statement of a material fact
contained in Registrant's Registration Statement or
Prospectus or Statement of Additional Information or
arising out of, or based upon any alleged omission to
state a material fact required to be stated in or
necessary to make the statements in either thereof not
misleading; provided, however that nothing therein
shall be so construed as to protect Alliance Fund
Distributors, Inc. against any liability to Registrant
or its security holders to which it would otherwise be
subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties
thereunder, or by reason of reckless disregard of its
obligations and duties thereunder.
The foregoing summaries are qualified by the entire
text of Registrant's Agreement and Declaration of
Trust, the Advisory Agreement between Registrant and
Alliance Capital Management L.P. and the Distribution
Agreement between Registrant and Alliance Fund
Distributors, Inc.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to trustees,
officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion
of the Securities and Exchange Commission, such
indemnification is against public policy as expressed
in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or
paid by a trustee, officer or controlling person of
the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection
with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of
whether such indemnification by it is against public
C-7
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policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
In accordance with Release No. IC-11330 (September 2,
1980) the Registrant will indemnify its directors,
officers, investment manager and principal
underwriters only if (1) a final decision on the
merits was issued by the court or other body before
whom the proceeding was brought that the person to be
indemnified (the "indemnitee") was not liable by
reason or willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling
conduct") or (2) a reasonable determination is made,
based upon a review of the facts, that the indemnitee
was not liable of disabling conduct, by (a) the vote
of a majority of a quorum of the directors who are
neither "interested persons" of the Registrant as
defined in section 2(a)(19) of the Investment Company
Act of 1940 nor parties to the proceeding
("disinterested, non-party directors"), or (b) an
independent legal counsel in a written opinion. The
Registrant will advance attorneys fees or other
expenses incurred by its directors, officers,
investment adviser or principal underwriters in
defending a proceeding, upon the undertaking by or on
behalf of the indemnitee to repay the advance unless
it is ultimately determined that he is entitled to
indemnification and, as a condition to the advance,
(1) the indemnitee shall provide a security for his
undertaking, (2) the Registrant shall be insured
against losses arising by reason of any lawful
advances, or (3) a majority of a quorum of
disinterested, non-party directors of the Registrant,
or an independent legal counsel in a written opinion,
shall determine, based on a review of readily
available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the
indemnitee ultimately will be found entitled to
indemnification.
The Registrant participates in a joint directors and
officers liability insurance policy issued by the ICI
Mutual Insurance Company. Coverage under this policy
has been extended to directors, trustees and officers
of the investment companies managed by Alliance
Capital Management L.P. Under this policy, outside
trustees and directors would be covered up to the
limits specified for any claim against them for acts
committed in their capacities as trustee or director.
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A pro rata share of the premium for this coverage is
charged to each investment company.
ITEM 28. Business and Other Connections of Investment Adviser.
The descriptions of Alliance Capital Management L.P.
under the caption "The Adviser" in the Prospectus and
"Management of the Fund" in the Prospectus and in the
Statement of Additional Information constituting Parts
A and B, respectively, of this Registration Statement
are incorporated by reference herein.
The information as to the directors and executive
officers of Alliance Capital Management Corporation,
the general partner of Alliance Capital Management
L.P., set forth in Alliance Capital Management L.P.'s
Form ADV filed with the Securities and Exchange
Commission on April 21, 1988 (File No. 801-32361) and
amended through the date hereof, is incorporated by
reference.
Item 29. Principal Underwriters
(a) Alliance Fund Distributors, Inc., the
Registrant's Principal Underwriter in connection
with the sale of shares of the Registrant, also
acts as Principal Underwriter for the following
registered investment companies:
ACM Institutional Reserves, Inc.
AFD Exchange Reserves
Alliance All-Asia Investment Fund, Inc.
Alliance Balanced Shares, Inc.
Alliance Bond Fund, Inc.
Alliance Capital Reserves
Alliance Counterpoint Fund
Alliance Developing Markets Fund, Inc.
Alliance Global Dollar Government Fund, Inc.
Alliance Global Small Cap Fund, Inc.
Alliance Government Reserves
Alliance Growth and Income Fund, Inc.
Alliance Income Builder Fund, Inc.
Alliance International Fund
Alliance Money Market Fund
Alliance Mortgage Securities Income Fund, Inc.
Alliance Mortgage Strategy Trust, Inc.
Alliance Multi-Market Strategy Trust, Inc.
Alliance Municipal Income Fund II
Alliance Municipal Income Fund, Inc.
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<PAGE>
Alliance Municipal Trust
Alliance New Europe Fund, Inc.
Alliance North American Government Income Trust, Inc.
Alliance Premier Growth Fund, Inc.
Alliance Quasar Fund, Inc.
Alliance Short-Term Multi-Market Trust, Inc.
Alliance Technology Fund, Inc.
Alliance Utility Income Fund, Inc.
Alliance Variable Products Series Fund, Inc.
Alliance World Income Trust, Inc.
Alliance Worldwide Privatization Fund, Inc.
Fiduciary Management Associates
The Alliance Fund, Inc.
The Alliance Portfolios
The Hudson River Trust
(b) The following are the Directors and Officers of
Alliance Fund Distributors, Inc. the principal
place of business of which is 1345 Avenue of the
Americas, New York, New York, 10105.
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME UNDERWRITER REGISTRANT
____ ____________ ______________
Michael J. Laughlin Chairman
Robert L. Errico President
Kimberly A. Baumgardner Senior Vice President
Daniel J. Dart Senior Vice President
Byron M. Davis Senior Vice President
Mark D. Gersten Senior Vice President Treasurer and
Chief Financial
Officer
Geoffrey L. Hyde Senior Vice President
Robert H. Joseph Senior Vice President
and Treasurer
Barbara J. Krumsiek Senior Vice President
William F. O'Grady Senior Vice President
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<PAGE>
Dusty W. Paschall Senior Vice President
Antonios G. Poleonadkis Senior Vice President
Gregory K. Shannahan Senior Vice President
James P. Syrett Senior Vice President
Peter J. Szabo Senior Vice President
Richard A. Winge Senior Vice President
Jim A. Yockey Senior Vice President
Edmund P. Bergan, Jr. Senior Vice President, Secretary
Secretary and
General Counsel
Michael T. Anderson Vice President
Kenneth F. Barkoff Vice President
Kevin T. Cannon Vice President
Mark J. Dunbar Vice President
Linda A. Finnerty Vice President
Robert M. Frank Vice President
Gerard J. Friscia Vice President
Troy L. Glawe Vice President
James E. Gunter Vice President
Alan Halfenger Vice President
Steven P. Hecht Vice President
George R. Hrabovsky Vice President
Valerie J. Hugo Vice President
Mark H. Huston Vice President
Marek E. Lakotko Vice President
Sheila M. Lamb Vice President
Stephen R. Laut Vice President
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<PAGE>
Thomas Leavitt, III Vice President
Christopher J. MacDonald Vice President
John A. McClain Vice President
Gregory T. McCombs Vice President
Daniel D. McGinley Vice President
Matthew P. Mintzer Vice President
Nicole M. Nolan Vice President
Robert T. Pigozzi Vice President
Bruce W. Reitz Vice President
Dennis A. Sanford Vice President
Joseph F. Sumanski Vice President
Richard E. Tambourine Vice President
Nicholas K. Willett Vice President
Warren W. Babcock III Assistant Vice President
Benji A. Baer Assistant Vice President
Casimir F. Bolanowski Assistant Vice President
Maria L. Carreras Assistant Vice President
Leo H. Cook Assistant Vice President
John W. Cronin Assistant Vice President
Richard W. Dabney Assistant Vice President
Gerard P. DiSalvo Assistant Vice President
Sohaila S. Farsheed Assistant Vice President
Leon M. Fern Assistant Vice President
William C. Fisher Assistant Vice President
Joseph W. Gibson Assistant Vice President
William B. Hanigan Assistant Vice President
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<PAGE>
Alan C. Hanson Assistant Vice President
Vicky M. Hayes Assistant Vice President
Daniel M. Hazard Assistant Vice President
John C. Hershock Assistant Vice President
James J. Hill Assistant Vice President
Kenneth R. Hill Assistant Vice President
Thomas K. Intoccia Assistant Vice President
Edward W. Kelly Assistant Vice President
Donna M. Lamback Assistant Vice President
David P. Lambert Assistant Vice President
Nicholas J. Lapi Assistant Vice President
Michael F. Mahoney Assistant Vice President
Renate S. Mars Assistant Vice President
Daniel G. McCabe Assistant Vice President
Shawn P. McClain Assistant Vice President
Maura A. McGrath Assistant Vice President
Paul J. McIntyre Assistant Vice President
Charles R. Mechler Assistant Vice President
Thomas F. Monnerat Assistant Vice President
Joanna D. Murray Assistant Vice President
Jeanette M. Nardella Assistant Vice President
William E. Noe Assistant Vice President
Marilyn I. Noonan Assistant Vice President
Camilo R. Pedraza Assistant Vice President
Robert E. Powers Assistant Vice President
Patrick J. Pung Assistant Vice President
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Carol H. Rappa Assistant Vice President
Karen C. Satterberg Assistant Vice President
Raymond S. Scalfani Assistant Vice President
Rodney J. Schull Assistant Vice President
Robert M. Smith Assistant Vice President
William J. Strott Assistant Vice President
Joseph T. Tocyloski Assistant Vice President
Neil B. Wood Assistant Vice President
Mark R. Manley Assistant Secretary
(c) Not applicable.
ITEM 30. Location of Accounts and Records.
The majority of the accounts, books and other
documents required to be maintained by Section 31(a)
of the Investment Company Act of 1940 and the Rules
thereunder are maintained as follows: journals,
ledgers, securities records and other original records
are maintained principally at the offices of Alliance
Fund Services, Inc. 500 Plaza Drive, Secaucus, New
Jersey 07094-1520 and at the offices of State Street
Bank and Trust Company, the Registrant's Custodian,
225 Franklin Street, Boston, Massachusetts 02110. All
other records so required to be maintained are
maintained at the offices of Alliance Capital
Management L.P., 1345 Avenue of the Americas, New
York, New York 10105.
ITEM 31. Management Services.
Not applicable.
ITEM 32. Undertakings.
The Registrant undertakes to furnish each person to
whom a prospectus is delivered a copy of the
Registrant's latest report to shareholders, upon
request and without charge.
The Registrant undertakes to provide assistance to
shareholders in communications concerning the removal
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of any Trustee of the Fund in accordance with Section
16 of the Investment Company Act of 1940.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
the Registrant certifies that it meets all of the requirements
for effectiveness of this Amendment to its Registration pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York and State of New York on the 8th day of May
1995.
ALLIANCE MUNICIPAL TRUST
by /s/ Ronald M. Whitehill
__________________________
Ronald M. Whitehill
President
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated:
SIGNATURE TITLE DATE
_________ _____ ____
1) Principal
Executive Officer
/s/ Ronald M. Whitehill President May 8, 1995
_______________________
Ronald M. Whitehill
2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten Treasurer May 8, 1995
_______________________ and Chief
Mark D. Gerstein Financial
Officer
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3) ALL OF THE TRUSTEES
_______________________
John D. Carifa David K. Storrs
Sam Y. Cross Shelby White
Charles H.P. Duell Dave H. Williams
William H. Foulk, Jr. John Winthrop
Elizabeth J. McCormack
by /s/ Edmund P. Bergan, Jr. May 8, 1995
________________________
(Attorney-in-fact)
Edmund P. Bergan, Jr.
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Index to Exhibits
__________________
PAGE
None
C-18
00250204.AA1
