ALLIANCE MUNICIPAL TRUST
497, 1995-12-28
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<PAGE>
 
Alliance Municipal Trust
This is filed pursuant to Rule 497(e).
File Nos. 2-79807 and 811-03586.

<PAGE>
 
 
 
 ------------------------------------------------------------------------------
 
 
                                     YIELDS
  For current recorded yield
 information on the Funds, call
 toll-free (800) 221-9513.
 
  The Funds are open-end manage-
 ment investment companies with
 investment objectives of safety,
 liquidity and maximum current in-
 come (in the case of Alliance Mu-
 nicipal Trust-General, exempt
 from Federal income taxes) to the
 extent consistent with the first
 two objectives. Alliance Money
 Reserves, Alliance Government
 Reserves and the General Portfo-
 lio of Alliance Municipal Trust
 are diversified. This prospectus
 sets forth the information about
 each Fund that a prospective in-
 vestor should know before invest-
 ing. Please retain it for future
 reference.
 
  AN INVESTMENT IN A FUND IS (I)
 NEITHER INSURED NOR GUARANTEED BY
 THE U.S. GOVERNMENT; (II) NOT A
 DEPOSIT OR OBLIGATION OF, OR
 GUARANTEED OR ENDORSED BY, ANY
 BANK; AND (III) NOT FEDERALLY IN-
 SURED BY THE FEDERAL DEPOSIT IN-
 SURANCE CORPORATION, THE FEDERAL
 RESERVE BOARD OR ANY OTHER AGEN-
 CY. THERE CAN BE NO ASSURANCE
 THAT A FUND WILL BE ABLE TO MAIN-
 TAIN A STABLE NET ASSET VALUE OF
 $1.00 PER SHARE.
 
  A "Statement of Additional In-
 formation" for each Fund dated
 November 1, 1995, which provides
 a further discussion of certain
 areas in this prospectus and
 other matters which may be of in-
 terest to some investors, has
 been filed with the Securities
 and Exchange Commission and is
 incorporated herein by reference.
 A free copy may be obtained by
 contacting your Account Execu-
 tive.
 
  THESE SECURITIES HAVE NOT BEEN
 APPROVED OR DISAPPROVED BY THE
 SECURITIES AND EXCHANGE COMMIS-
 SION OR ANY STATE SECURITIES COM-
 MISSION NOR HAS THE SECURITIES
 AND EXCHANGE COMMISSION OR ANY
 STATE SECURITIES COMMISSION
 PASSED UPON THE ACCURACY OR ADE-
 QUACY OF THIS PROSPECTUS. ANY
 REPRESENTATION TO THE CONTRARY IS
 A CRIMINAL OFFENSE.
 
 CONTENTS
<TABLE>
  <S>                                     <C>
  Expense Information....................   2
  Financial Highlights...................   3
  Investment Objectives and Policies.....   6
  Purchase and Redemption of Shares......   9
  Additional Information.................  10
</TABLE>

      Bidwell & Company

Presents...

   . Alliance Money Reserves

   . Alliance Government Reserves

   . Alliance Municipal Trust--General Portfolio

Prospectus
November 1, 1995

209 S.W. Oak Street
Portland, OR 97204
(503) 790-9000
(800) 547-6337

    Member NASD, SIPC
<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,                                                 AMR   AGR   AMT-GEN
 after expense reimbursement)                                ---   ----  -------
<S>                                                          <C>   <C>   <C>
   Management Fees..........................................  .48%  .48%   .50%
   12b-1 Fees...............................................  .25   .23    .25
   Other Expenses...........................................  .27   .29    .25
                                                             ----  ----   ----
   Total Fund Operating Expenses............................ 1.00% 1.00%  1.00%
</TABLE>
 
EXAMPLE
 
  You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return (cumulatively through the end of each time period):
 
<TABLE>
<CAPTION>
                                                 1 YEAR 3 YEARS 5 YEARS 10 YEARS
                                                 ------ ------- ------- --------
<S>                                              <C>    <C>     <C>     <C>
   AMR..........................................  $10     $32     $55     $122
   AGR..........................................  $10     $32     $55     $122
   AMT--General.................................  $10     $32     $55     $122
</TABLE>
 
  The purpose of the foregoing table is to assist the investor in understand-
ing the various costs and expenses that an investor in the Fund will bear di-
rectly and indirectly. The expenses listed in the table for AGR are net of the
contractual reimbursement by the Adviser described in this prospectus. The ex-
penses of such Portfolio, before expense reimbursements, would be: Management
Fee--.48%, 12b-1 Fees--.25%, Other Expenses--.29% and Total Operating Ex-
penses--1.02%. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES; ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
 
                                       2
<PAGE>
 
     FINANCIAL HIGHLIGHTS . FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
                                   (AUDITED)
 
  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. Further information about a Fund's
performance is contained in each Fund's annual report, which is available
without charge upon request.
 
<TABLE>
<CAPTION>
                                                                         FEBRUARY 16,
                                    YEAR ENDED JUNE 30,                     1989(a)
ALLIANCE MONEY RESERVES   ---------------------------------------------     THROUGH
                           1995    1994    1993    1992    1991   1990   JUNE 30, 1989
                          ------  ------  ------  ------  ------  -----  -------------
<S>                       <C>     <C>     <C>     <C>     <C>     <C>    <C>
Net asset value, begin-
 ning of period.........  $ 1.00   $1.00   $1.00   $1.00   $1.00  $1.00      $1.00
                          ------  ------  ------  ------  ------  -----      -----
INCOME FROM INVESTMENT
 OPERATIONS
Net investment income...    .045    .025    .027    .044    .066   .079       .033
                          ------  ------  ------  ------  ------  -----      -----
LESS: DISTRIBUTIONS
Dividends from net in-
 vestment income........   (.045)  (.025)  (.027)  (.044)  (.066) (.079)     (.033)
                          ------  ------  ------  ------  ------  -----      -----
Net asset value, end of
 period.................  $ 1.00   $1.00   $1.00   $1.00   $1.00  $1.00      $1.00
                          ======  ======  ======  ======  ======  =====      =====
TOTAL RETURN
Total investment return
 based on:
 Net asset value(b).....    4.50%   2.57%   2.71%   4.47%   6.87%  8.26%      9.18%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of pe-
 riod (in millions).....  $2,510  $1,795  $1,626  $1,412  $1,262   $993       $563
Ratio to average net as-
 sets of:
 Expenses, net of waiv-
  ers and reimburse-
  ments.................    1.00%   1.00%   1.00%   1.00%    .97%   .89%       .99%(c)
 Expenses, before waiv-
  ers and reimburse-
  ments.................    1.04%   1.09%   1.04%   1.04%   1.03%   .99%      1.09%(c)
 Net investment
  income(d).............    4.53%   2.55%   2.67%   4.33%   6.56%  7.92%      9.16%(c)
</TABLE>
- -------
(a) Commencement of operations.
(b) Total investment return is calculated assuming an initial investment made
    at the net asset value at the beginning of the period, reinvestment of all
    dividends and distributions at net asset value during the period, and
    redemption on the last day of the period.
(c) Annualized.
(d) Net of waivers and reimbursements.
 
                                       3
<PAGE>
 
<TABLE>
<CAPTION>
ALLIANCE GOVERNMENT                                     YEAR ENDED JUNE 30,
RESERVES                  ----------------------------------------------------------------------------------------
                           1995     1994     1993     1992     1991     1990     1989     1988     1987     1986
                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Net asset value, begin-
 ning of period.........  $  1.00  $  1.00  $  1.00  $  1.00  $  1.00  $  1.00  $  1.00  $  1.00  $  1.00  $  1.00
                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
INCOME FROM INVESTMENT
 OPERATIONS
Net investment income...    .0439    .0244    .0256    .0421    .0640    .0765    .0774   0.0612   0.0541   0.0659
Net realized gain on in-
 vestments..............      -0-      -0-    .0001      -0-      -0-    .0001      -0-      -0-      -0-      -0-
                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Net increase in net
 assets from operations.    .0439    .0244    .0257    .0421    .0640    .0766    .0774   0.0612   0.0541   0.0659
                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
LESS: DISTRIBUTIONS
Dividends from net in-
 vestment income........   (.0439)  (.0244)  (.0256)  (.0421)  (.0640)  (.0765)  (.0774) (0.0612) (0.0541) (0.0659)
Distributions from net
 realized gains.........      -0-      -0-   (.0001)     -0-      -0-   (.0001)     -0-      -0-      -0-      -0-
                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Total dividends and dis-
 tributions.............   (.0439)  (.0244)  (.0257)  (.0421)  (.0640)  (.0766)  (.0774) (0.0612) (0.0541) (0.0659)
                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Net asset value, end of
 period.................  $  1.00  $  1.00  $  1.00  $  1.00  $  1.00  $  1.00  $  1.00  $  1.00  $  1.00  $  1.00
                          =======  =======  =======  =======  =======  =======  =======  =======  =======  =======
TOTAL RETURNS
Total investment return
 based on:
 Net asset value(a).....     4.48%    2.48%    2.60%    4.30%    6.61%    7.96%    8.04%    6.31%    5.56%    6.81%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
 (in millions)..........   $2,514   $2,061   $1,783   $1,572   $1,070     $584     $522     $315     $260     $254
Ratio to average net as-
 sets of:
 Expenses, net of
  waivers and
  reimbursements........     1.00%    1.00%    1.00%     .95%     .89%     .88%     .88%     .80%     .95%    1.00%
 Expenses, before
  waivers and
  reimbursements........     1.05%    1.04%    1.02%     .97%     .93%     .98%     .98%     .90%    1.05%    1.10%
 Net investment
  income(b).............     4.42%    2.46%    2.55%    4.17%    6.28%    7.65%    7.86%    6.13%    5.41%    6.58%
</TABLE>
- -------
(a) Total investment return is calculated assuming an initial investment made
    at the net asset value at the beginning of the period, reinvestment of all
    dividends and distributions at net asset value during the period, and
    redemption on the last day of the period.
(b) Net of waivers and reimbursement.
 
<TABLE>
<CAPTION>
                                                         GENERAL PORTFOLIO
ALLIANCE MUNICIPAL TRUST  ----------------------------------------------------------------------------------------------
                                                                             SIX MONTHS
                                     YEAR ENDED JUNE 30,                       ENDED        YEAR ENDED DECEMBER 31,
                          -------------------------------------------------   JUNE 30,    ------------------------------
                           1995       1994    1993    1992    1991    1990      1989       1988    1987    1986    1985
                          ------     ------  ------  ------  ------  ------  ----------   ------  ------  ------  ------
<S>                       <C>        <C>     <C>     <C>     <C>     <C>     <C>          <C>     <C>     <C>     <C>
Net asset value,
 beginning of period....  $ 1.00     $ 1.00  $ 1.00  $ 1.00  $ 1.00  $ 1.00    $ 1.00     $ 1.00  $ 1.00  $ 1.00  $ 1.00
                          ------     ------  ------  ------  ------  ------    ------     ------  ------  ------  ------
INCOME FROM INVESTMENT
 OPERATIONS
Net investment income...    .028       .018    .020    .034    .046    .055      .030       .047    .041    .044    .049
Net realized and
 unrealized loss on
 investments............   (.003)       -0-     -0-     -0-     -0-     -0-       -0-        -0-     -0-     -0-     -0-
                          ------     ------  ------  ------  ------  ------    ------     ------  ------  ------  ------
Net increase in net
 asset value from
 operations.............    .025       .018    .020    .034    .046    .055      .030       .047    .041    .044    .049
                          ------     ------  ------  ------  ------  ------    ------     ------  ------  ------  ------
ADD: CAPITAL
 CONTRIBUTIONS
Capital Contributed by
 the Adviser............    .003        -0-     -0-     -0-     -0-     -0-       -0-        -0-     -0-     -0-     -0-
                          ------     ------  ------  ------  ------  ------    ------     ------  ------  ------  ------
LESS: DISTRIBUTIONS
Dividends from net
 investment income......   (.028)     (.018)  (.020)  (.034)  (.046)  (.055)    (.030)     (.047)  (.041)  (.044)  (.049)
                          ------     ------  ------  ------  ------  ------    ------     ------  ------  ------  ------
Net asset value, end of
 period.................  $ 1.00     $ 1.00  $ 1.00  $ 1.00  $ 1.00  $ 1.00    $ 1.00     $ 1.00  $ 1.00  $ 1.00  $ 1.00
                          ======     ======  ======  ======  ======  ======    ======     ======  ======  ======  ======
TOTAL RETURNS
Total investment return
 based on:
 Net asset value(a).....    2.83%(c)   1.81%   2.05%   3.48%   4.71%   5.65%     6.13%(b)   4.81%   4.18%   4.50%   5.04%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
 period (in millions)...  $1,189     $1,134  $1,016    $914    $883    $798      $695       $633    $690    $794    $374
Ratio to average net
 assets of:
 Expense, net of waivers
  and reimbursements....     .94%       .92%    .92%    .92%    .89%    .83%      .84%(b)    .83%    .80%    .80%    .85%
 Expense, before waivers
  and reimbursements....     .95%       .94%    .94%    .95%    .95%    .93%      .94%(b)    .93%    .90%    .90%    .95%
 Net investment
  income(d).............    2.78%      1.80%   2.02%   3.40%   4.57%   5.50%     5.96%(b)   4.69%   4.08%   4.31%   4.87%
</TABLE>
- -------
(a) Total investment return is calculated assuming an initial investment made
    at the net asset value at the beginning of the period, reinvestment of all
    dividends and distributions at net asset value during the period, and
    redemption on the last day of the period.
(b) Annualized.
(c) The capital contribution by the Adviser has no effect on total return.
(d) Net of expenses reimbursed or waived by the Adviser.
 
                                       4
<PAGE>
 
  From time to time each Fund advertises its "yield" and "effective yield."
Both yield figures are based on historical earnings and are not intended to
indicate future performance. To calculate the "yield," the amount of dividends
paid on a share during a specified seven-day period is assumed to be paid each
week over a 52-week period and is shown as a percentage of the investment. To
calculate "effective yield," which will be higher than the "yield" because of
compounding, the dividends paid are assumed to be reinvested. For AMR
dividends for the seven days ended June 30, 1995 amounted to an annualized
yield of 5.12%, equivalent to an effective yield of 5.25%. For AGR dividends
for the seven days ended June 30, 1995, after expense reimbursement, amounted
to an annualized yield of 4.97%, equivalent to an effective yield of 5.10%.
Absent such reimbursement, the annualized yield for such period would have
been 4.95%, equivalent to an effective yield of 5.08%. Dividends for AMT--
General for the seven days ended June 30, 1995 amounted to an annualized yield
of 3.25%, equivalent to an effective yield of 3.30%.
 
                                       5
<PAGE>
 
                    INVESTMENT OBJECTIVES AND POLICIES

  The investment objective of Alliance Money Reserves is maximum current in-
come to the extent consistent with safety of principal and liquidity. The in-
vestment objectives of each of the other Funds are--in the following order of
priority--safety of principal, excellent liquidity and, to the extent consis-
tent with the first two objectives, maximum current income (exempt from income
taxes to the extent described below in the case of AMT-General). As a matter
of fundamental policy, each Fund pursues its objectives by maintaining a port-
folio of high-quality money market securities all of which at the time of in-
vestment have remaining maturities of one year or less, which maturities may
extend to 397 days. While the fundamental policies described above and the
"other fundamental investment policies" described below may not be changed
without shareholder approval, each Fund may upon notice to shareholders, but
without such approval, change nonfundamental investment policies or create ad-
ditional classes of shares in order to establish portfolios which may have
different investment objectives. There can be no assurance that any Fund's ob-
jectives will be achieved.
 
  The Funds will comply with Rule 2a-7 under the Investment Company Act of
1940 (the "1940 Act"), as amended from time to time, including the diversity,
quality and maturity limitations imposed by the Rule. The average maturity of
each Fund's portfolio cannot exceed 90 days. A more detailed description of
Rule 2a-7 is set forth in each Fund's Statement of Additional Information.
 
ALLIANCE MONEY RESERVES
 
  The money market securities in which Alliance Money Reserves ("AMR") invests
include: (1) marketable obligations of, or guaranteed by, the United States
Government, its agencies or instrumentalities (collectively, the "U.S. Govern-
ment"); (2) certificates of deposit and bankers' acceptances issued or guaran-
teed by, or time deposits maintained at, banks or savings and loan associa-
tions (including foreign branches of U.S banks or U.S. or foreign branches of
foreign banks) having total assets of more than $500 million; (3) commercial
paper of high quality [i.e., rated A-1 or A-2 by Standard & Poor's Corporation
("Standard & Poor's"), Prime-1 or Prime-2 by Moody's Investors Service, Inc.
("Moody's"), Fitch-1 or Fitch-2 by Fitch Investors Service, Inc., or Duff 1 or
Duff 2 by Duff & Phelps Inc. or, if not rated, issued by U.S. or foreign com-
panies having outstanding debt securities rated AAA, AA or A by Standard &
Poor's, or Aaa, Aa or A by Moody's] and participation interests in loans ex-
tended by banks to such companies; and (4) repurchase agreements that are col-
lateralized in full each day by liquid securities of the types listed above.
Repurchase agreements may be entered into only with those banks (including
State Street Bank and Trust Company, AMR's Custodian) or broker-dealers ("ven-
dors") that are eligible under the procedures adopted by the Trustees for
evaluating and monitoring the creditworthiness of such vendors. A repurchase
agreement would create a loss to AMR if, in the event of a vendor default, the
proceeds from the sale of the collateral were less than the repurchase price.
 
  To the extent AMR purchases money market instruments issued by foreign enti-
ties, consideration will be given to the domestic marketability of such in-
struments, and possible interruptions of, or restrictions on, the flow of in-
ternational currency transactions.
 
  AMR may purchase restricted securities that are determined by the Adviser to
be liquid in accordance with procedures adopted by the Trustees of AMR. Re-
stricted securities are securities subject to contractual or legal restric-
tions on resale, such as those arising from an issuer's reliance upon certain
exemptions from registration under the Securities Act of 1933 (the "Securities
Act"). The Fund may purchase restricted securities eligible for resale under
Rule 144A under the Securities Act and
 
                                       6
<PAGE>
 
commercial paper issued in reliance upon the exemption from registration in
Section 4(2) of the Securities Act and, in each case, determined by the Ad-
viser to be liquid in accordance with procedures adopted by the Trustees of
the Fund.
 
  AMR may invest in asset-backed securities that meet its existing diversifi-
cation, quality and maturity criteria. Asset-backed securities are securities
issued by special purpose entities whose primary assets consist of a pool of
loans or accounts receivable. The securities may be in the form of a benefi-
cial interest in a special purpose trust, limited partnership interest, or
commercial paper or other debt securities issued by a special purpose corpora-
tion. Although the securities may have some form of credit or liquidity en-
hancement, payments on the securities depend predominately upon collection of
the loans and receivables held by the issuer. It is the Fund's current inten-
tion to limit its investment in such securities to not more than 5% of its net
assets.
 
  Other Fundamental Investment Policies. To maintain portfolio diversification
and reduce investment risk, AMR may not: (1) invest more than 25% of its as-
sets in the securities of issuers conducting their principal business activi-
ties in any one industry although there is no such limitation with respect to
U.S. Government securities or certificates of deposit, bankers' acceptances
and interest bearing savings deposits; (2) invest more than 5% of its assets
in the securities of any one issuer (except the U.S. Government) although with
respect to one-quarter of its total assets it may invest without regard to
such limitation; (3) invest more than 5% of its assets in the securities of
any issuer (except the U.S. Government) having less than three years of con-
tinuous operation or purchase more than 10% of any class of the outstanding
securities of any issuer (except the U.S. Government); (4) borrow money except
from banks on a temporary basis or via entering into reverse repurchase agree-
ments in aggregate amounts not exceeding 15% of its assets and to facilitate
the orderly maturation and sale of portfolio securities during any periods of
abnormally heavy redemption requests; or (5) mortgage, pledge or hypothecate
its assets except to secure such borrowings.
 
  As a matter of operating policy, fundamental policy number (2) would give
AMR the ability to invest, with respect to 25% of its assets, more than 5% of
its assets in any one issuer only in the event Rule 2a-7 is amended in the fu-
ture.
 
ALLIANCE GOVERNMENT RESERVES
 
  The securities in which Alliance Government Reserves ("AGR") invests are:
(1) marketable obligations of, or guaranteed by, the United States Government,
its agencies or instrumentalities (collectively, the "U.S. Government"), in-
cluding issues of the United States Treasury, such as bills, certificates of
indebtedness, notes and bonds, and issues of agencies and instrumentalities
established under the authority of an act of Congress; and (2) repurchase
agreements that are collateralized in full each day by the types of securities
listed above. These agreements are entered into with "primary dealers" (as
designated by the Federal Reserve Bank of New York) in U.S. Government securi-
ties or State Street Bank and Trust Company, the Fund's Custodian, and would
create a loss to the Fund if, in the event of a dealer default, the proceeds
from the sale of the collateral were less than the repurchase price. The Fund
may commit up to 15% of its net assets to the pur chase of when-issued U.S.
Government securities, whose value may fluctuate prior to their settlement,
thereby creating an unrealized gain or loss to the Fund.
 
  Other Fundamental Investment Policies. To maintain portfolio diversification
and reduce investment risk, AGR may not: (1) borrow money except from banks on
a temporary basis or via entering into reverse repurchase agreements in aggre-
gate amounts not exceeding 10% of its assets and to be used exclusively to fa-
cilitate the orderly maturation and sale of portfolio securities during any
periods of abnormally heavy redemption requests, if they should occur; such
borrowings may not be used to purchase investments and it will not purchase
any investment while any such borrowings exist; or (2) pledge, hypothecate or
in any manner transfer, as security for indebtedness, its assets except to se-
cure such borrowings.
 
                                       7
<PAGE>
 
ALLIANCE MUNICIPAL TRUST
 
  The investment objectives of AMT-General are safety of principal, liquidity
and, to the extent consistent with these objectives, maximum current income
that is exempt from income taxation to the extent described below. Except when
AMT-General assumes a temporary defensive position, as a matter of fundamental
policy, at least 80% of such Portfolio's total assets will be invested in mu-
nicipal securities (as opposed to the taxable investments described below).
Normally, substantially all of such Portfolio's income will be tax-exempt as
described below (e.g., for 1994, 100% of the income of such Portfolio was ex-
empt from Federal income taxes).
 
  AMT-General seeks maximum current income that is exempt from Federal income
taxes by investing principally in a diversified portfolio of high quality
municipal securities. Such income may be subject to state or local income
taxes.
 
  AMT-General may invest without limitation in tax-exempt municipal securities
subject to the alternative minimum tax (the "AMT").
 
  Under current Federal income tax law, (1) interest on tax-exempt municipal
securities issued after August 7, 1986 which are "specified private activity
bonds," and the proportionate share of any exempt-interest dividends paid by a
regulated investment company which receives interest from such specified pri-
vate activity bonds, will be treated as an item of tax preference for purposes
of the AMT imposed on individuals and corporations, though for regular Federal
income tax purposes such interest will remain fully tax-exempt, and (2) inter-
est on all tax-exempt obligations will be included in "adjusted current earn-
ings" of corporations for AMT purposes. Such bonds have provided, and may con-
tinue to provide, somewhat higher yields than other comparable municipal secu-
rities. See below, "Daily Dividends, Other Distributions, Taxes."
 
  Municipal Securities. The municipal securities in which AMT-General invests
include municipal notes and short-term municipal bonds. Municipal notes are
generally used to provide for short-term capital needs and generally have ma-
turities of one year or less. Examples include tax anticipation and revenue
anticipation notes, which are generally issued in anticipation of various sea-
sonal revenues, bond anticipation notes, and tax-exempt commercial paper.
Short-term municipal bonds may include general obligation bonds, which are se-
cured by the issuer's pledge of its faith, credit and taxing power for payment
of principal and interest, and revenue bonds, which are generally paid from
the revenues of a particular facility or a specific excise or other source.
 
  AMT-General may invest in variable rate obligations whose interest rates are
adjusted either at predesignated periodic intervals or whenever there is a
change in the market rate to which the security's interest rate is tied. Such
adjustments minimize changes in the market value of the obligation and, ac-
cordingly, enhance the ability of AMT-General to maintain a stable net asset
value. Variable rate securities purchased may include participation interests
in industrial development bonds backed by letters of credit of Federal Deposit
Insurance Corporation member banks having total assets of more than $1 bil-
lion. The letters of credit of any single bank in respect of all variable rate
obligations will not cover more than 10% of AMT-General's total assets.
 
  AMT-General's municipal securities at the time of purchase are rated within
the two highest quality ratings of Moody's Investors Service, Inc. (Aaa and
Aa, MIG 1 and MIG 2, or VMIG 1 and VMIG 2) or Standard & Poor's Corporation
(AAA and AA or SP-1 and SP-2), or judged by the Adviser to be of comparable
quality. Securities must also meet credit standards applied by the Adviser.
 
  AMT-General also may invest in stand-by commitments, which may involve cer-
tain expenses and risks, but such commitments are not expected to comprise
more than 5% of AMT-General's net assets. AMT-General may commit up to 15% of
its net assets to the purchase of when-issued securities. The Fund's custo-
 
                                       8
<PAGE>
 
dian will maintain, in a separate account of AMT-General, liquid high-grade
debt securities having value equal to, or greater than, such when-issued secu-
rities. The price of when-issued securities, which is generally expressed in
yield terms, is fixed at the time the commitment to purchase is made, but de-
livery and payment for such securities takes place at a later time. Normally
the settlement date occurs from within ten days to one month after the pur-
chase of the issue. The value of when-issued securities may fluctuate prior to
their settlement, thereby creating an unrealized gain or loss to AMT-General.
 
  Taxable Investments. The taxable investments in which AMT-General may invest
include obligations of the U.S. Government and its agencies, high quality
certificates of deposit and bankers' acceptances, prime commercial paper, and
repurchase agreements.
 
  Other Fundamental Investment Policies. To reduce investment risk, AMT-Gen-
eral may not invest more than 25% of its total assets in municipal securities
whose issuers are located in the same state, and AMT-General may not invest
more than 25% of its total assets in municipal securities the interest upon
which is paid from revenues of similar-type projects; AMT-General may not in-
vest more than 5% of its total assets in the securities of any one issuer ex-
cept the U.S. Government, although with respect to 25% of its total assets
AMT-General may invest up to 10% per issuer, and AMT-General may not purchase
more than 10% of any class of the voting securities of any one issuer except
those of the U.S. Government.

                       PURCHASE AND REDEMPTION OF SHARES

OPENING ACCOUNTS
 
  Instruct your Account Executive to use AMR, AGR or AMT-General in conjunc-
tion with your brokerage account.
 
SUBSEQUENT INVESTMENTS
 
 A. BY CHECK THROUGH BIDWELL & CO.
 
  Mail or deliver your check made payable to Bidwell & Co. ("Bidwell") who
will deposit it into the Fund(s). Please indicate your account number on the
check.
 
 B. BY SWEEP
 
  Bidwell offers an automatic "sweep" for the Funds in the operation of bro-
kerage accounts for its customers. If you qualify for the sweep arrangement,
Bidwell will, on a daily basis, sweep into your account all credit balances.
 
REDEMPTIONS
 
 A. BY CONTACTING YOUR ACCOUNT EXECUTIVE
 
  Instruct your Account Executive to make a withdrawal from your Fund account
to purchase securities or to make payment to you with a Bidwell check.
 
 B. BY CHECK-WRITING
 
  With this service, you may write checks made payable to any payee in any
amount of $100 or more. Checks cannot be written for more than the principal
balance (not including any accrued dividends) in your account. You must first
complete a Signature Card which you can obtain from your Account Executive.
There is no separate charge for the check-writing service. The check-writing
service enables you to receive the daily dividends on the shares to be re-
deemed until the day that your check is presented for payment.
 
 C. BY SWEEP
 
  If you qualify for the "sweep," Bidwell will automatically transfer from
your Fund account sufficient cash to cover any debit balance that may occur in
your account for any reason.
 
                                       9
<PAGE>
 
                            ADDITIONAL INFORMATION

  SHARE PRICE. Shares are sold and redeemed on a continuous basis without
sales or redemption charges at their net asset value which is expected to be
constant at $1.00 per share, although this price is not guaranteed. The net
asset value of each Fund's shares is determined each business day at 12:00
Noon and 4:00 p.m. (New York time). The net asset value per share of a Fund is
calculated by taking the sum of the value of that Fund's investments (amor-
tized cost value is used for this purpose) and any cash or other assets, sub-
tracting liabilities, and dividing by the total number of shares of outstand-
ing. All expenses, including the fees payable to the Adviser, are accrued dai-
ly.
 
  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 periods of drastic economic or market developments, such as the mar-
ket break of October 1987, it is possible that shareholders would have diffi-
culty in reaching Alliance Fund Services, Inc. by telephone (although no such
difficulty was apparent at any time in connection with the 1987 market break).
If a shareholder were to experience such difficulty, the shareholder should
issue written instructions to Alliance Fund Services, Inc. at the address
shown on page 11 of this prospectus. The Funds reserve the right to suspend or
terminate their telephone redemption service at any time without notice. Nei-
ther the Funds nor the Adviser, or Alliance Fund Services, Inc. will be re-
sponsible for the authenticity of telephone requests for redemptions that the
Funds reasonably believe to be genuine. The Funds will employ reasonable pro-
cedures in order to verify that telephone requests for redemptions are genu-
ine, including among others, recording such telephone instructions and causing
written confirmations of the resulting transactions to be sent to sharehold-
ers. If the Funds did not employ such procedures, they could be liable for
losses arising from unauthorized or fraudulent telephone instructions. Se-
lected dealers or agents may charge a commission for handling telephone re-
quests 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
of a Fund are reflected in its net asset value and are not included in net in-
come.
 
  Distributions to you out of tax-exempt interest income earned by AMT-General
are not subject to Federal income tax (other than the AMT), but may be subject
to state or local income taxes. Any exempt-interest dividends derived from in-
terest on municipal securities subject to the AMT will be a specific prefer-
ence item for purposes of the Federal individual and corporate AMT. Distribu-
tions out of taxable interest income, other investment income, and short-term
capital gains are taxable to you as ordinary income and distributions of long-
term
 
                                      10
<PAGE>
 
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 distributions for the year just ended.
 
  MINIMUMS. For applicable investment minimums, please contact your Account
Executive.
 
  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, 1995, AMR, AGR and AMT-General each paid
the Adviser an advisory fee at an annual rate of .49, .46 and .50 of 1%, re-
spectively, of the average daily value of the respective Portfolio's net as-
sets.
 
  Under a Distribution Services Agreement (the "Agreement"), each Fund pays
the Adviser at a maximum annual rate of .25 of 1% of the Fund's aggregate av-
erage daily net assets. For the fiscal year ended June 30, 1995, AMR, AGR and
AMT-General each paid the Adviser a distribution services fee at an annual
rate of .21, .23 and .24 of 1%, respectively, of the average daily value of
the net assets of each Portfolio. Substantially all such monies (together with
significant amounts from the Adviser's own resources) are paid by the Adviser
to broker-dealers and other financial intermediaries for their distribution
assistance and to banks and other depository institutions for administrative
and accounting services provided to the Funds, with any remaining amounts be-
ing used to partially defray other expenses incurred by the Adviser in dis-
tributing the Funds' shares. The Funds believe that the administrative serv-
ices provided by depository institutions are permissible activities under
present banking laws and regulations and will take appropriate actions (which
should not adversely affect the Funds or their shareholders) in the future to
maintain such legal conformity should any changes in, or interpretations of,
such laws or regulations occur.
 
  The Adviser will reimburse each Fund to the extent that aggregate operating
expenses of that Fund (including the Adviser's fee and expenses incurred under
the Agreement) exceed 1% of its average daily net assets for any fiscal year.
 
  CUSTODIAN, TRANSFER AGENT AND DISTRIBUTOR. State Street Bank and Trust Com-
pany, P.O. Box 1912, 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 and ATR (not offered by this prospectus) are series
of Alliance Government Reserves which is a diversified open-end management in-
vestment company registered under the 1940 Act. The Fund was reorganized as a
Massachusetts business trust in October 1984, having previously been a Mary-
land corporation since its formation in December 1978. ACR (not offered by
this prospectus) and AMR are series of Alliance Capital Reserves, a diversi-
fied open-end management investment company registered under the 1940 Act. The
Fund was reorganized as a Massachusetts business trust in October 1984, having
previously been a Maryland corporation since its formation in April 1978. AMT-
General is a diversified series of Alliance Municipal Trust, which is also an
open-end management investment company registered under the 1940 Act consist-
ing of AMT-General and six 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 January 1983.
Each such investment company is organized as a Massachusetts business trust.
Each Fund's activities are supervised by its Trustees. Normally, shares of
each series of Alliance Municipal Trust, Alliance Government Reserves and Al-
liance Capital Reserves are entitled to one vote per share, and vote as a sin-
gle series, on matters that affect each series in substantially the same man-
ner. Massachusetts law does not require annual meetings of
 
                                      11
<PAGE>
 
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. You can arrange for a copy of each of your
account statements to be sent to other parties.
 
  Since this prospectus sets forth information about all the Funds, it is the-
oretically possible that a Fund might be liable for any materially inaccurate
or incomplete disclosure in this prospectus concerning another Fund. Based on
the advice of counsel, however, the Funds believe that the potential liability
of each Fund with respect to the disclosure in this prospectus extends only to
the disclosure relating to that Fund.
 
                                      12


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