ALLIANCE MUNICIPAL TRUST
Certificate of Designation
The undersigned, being the Secretary of Alliance
Municipal Trust (the "Trust"), a trust with transferable
shares of the type commonly called a Massachusetts business
trust, DOES HEREBY CERTIFY that, pursuant to the authority
conferred on the Trustees of the Trust by Section 6.1 of the
Declaration of Trust dated April 16, 1985 (the "Original
Declaration", and as from time to time amended, the
"Declaration"), at a meeting of the Trustees duly called and
held on July 14, 1994, the following resolution was adopted
by the affirmative vote of a majority of the Trustees, to
establish a new Portfolio of the assets of the Trust,
designated "Alliance Virginia Portfolio", and to designate a
series of the shares of the Trust representing the
beneficial interest in such Portfolio, called the "Alliance
Virginia Portfolio Series", and the powers, designations and
preferences, and relative, participating, optional and other
rights thereof, and the qualifications, limitations and
restrictions thereof:
RESOLVED: That there is hereby established and designated
Alliance Virginia Portfolio as a portfolio of
the Trust ("Alliance Virginia Portfolio"). The
Beneficial interest in Alliance Virginia
Portfolio shall be divided into a Series of
Shares called the Alliance Virginia Portfolio
Series. The Shares of the Alliance Virginia
Portfolio Series shall represent interests only
in Alliance Virginia Portfolio, and an unlimited
number of Shares of the Series may be issued.
(a) Amendment, etc. Subject to the
provisions and limitations of Section 9.3 of the
Declaration of Trust and applicable law, this
Certificate of Designation may be amended by an
instrument signed in writing by a majority of
the Trustees (or by an officer of the Trust
pursuant to the vote of a majority of the
Trustees), provided, that, if any amendment
would adversely affect the rights of the holders
of Shares of the Alliance Virginia Portfolio
Series such amendment may be adopted by the
Trustees only if they have been authorized to do
so by the vote in accordance with Section 7.1 of
-2-
the Declaration of Trust of the holders of a
majority of all the Shares of such Series.
(b) Declaration to Control. Except as
otherwise provided herein, the rights and
obligations of the holders of Shares of the
Alliance Virginia Portfolio Series shall be
governed by the provisions of the Declaration.
(c) Definitions Incorporated. All
capitalized terms used in this Certificate of
Designation which are not defined herein are
used with the same meanings as are assigned to
those terms in the Declaration.
The Trustees further direct that, upon the
execution of this Certificate of Designation, the officers
of the Trust take all necessary action to file a copy of
this Certificate of Designation with the Secretary of State
of The Commonwealth of Massachusetts, and at any other place
required by law or by the Declaration of Trust.
IN WITNESS WHEREOF, the undersigned has set his
hand this 9th day of September, 1994.
/s/ Edmund P. Bergan, Jr.
Name: Edmund P. Bergan, Jr.
Title: Secretary
-3-
ACKNOWLEDGMENT
STATE OF NEW YORK )
:
COUNTY OF NEW YORK ) ss. September 9, 1994
Then personally appeared the above named Edmund P.
Bergan, Jr., and acknowledged the foregoing instrument to be
his free act and deed.
/s/ Mary Ann Milley
Notary public
[NOTARIAL SEAL] My commission expires 1/6/96
00250204.AA0
