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ALLIANCE MUNICIPAL TRUST
Certificate of Designation
The undersigned, being the Secretary of Alliance
Municipal Trust (formerly Alliance Tax-Exempt Reserves), a trust
with transferable shares of the type commonly called a
Massachusetts business trust (the "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 September 11, 2000, the following resolution
was adopted by the affirmative vote of a majority of the
Trustees, to establish a new Portfolio of assets of the Trust,
designated as the "Alliance Municipal Trust Ohio Portfolio," and
to designate a series of the shares of the Trust representing the
beneficial interest in such Portfolio, called the "Alliance
Municipal Trust Ohio 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 the Alliance Municipal Trust Ohio
Portfolio as a portfolio of the Trust (the
"Alliance Municipal Trust Ohio Portfolio").
The beneficial interest in the Alliance
Municipal Trust Ohio Portfolio shall be
divided into a Series of Shares called the
Alliance Municipal Trust Ohio Portfolio
Series. The Shares of the Alliance Municipal
Trust Ohio Portfolio Series shall represent
interests only in the Alliance Municipal Trust
Ohio 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 a written instrument signed 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 Municipal
Trust Ohio 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 the Declaration
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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 Municipal Trust Ohio 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 25th day of October, 2000.
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Name: Edmund P. Bergan, Jr.
Title: Secretary
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ACKNOWLEDGMENT
STATE OF NEW YORK )
: ss. October 25, 2000
COUNTY OF NEW YORK )
Then personally appeared the above named Edmund P.
Bergan, Jr., and acknowledged the foregoing instrument to be his
free act and deed.
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Notary public
[NOTARIAL SEAL] My commission expires___________
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00250295.AA2
