ALLIANCE MUNICIPAL TRUST
Certificate of Establishment and
Designation of the New Jersey Portfolio
The undersigned, being a Majority of the Trustees
of Alliance Municipal Trust (formerly known as "Alliance
Tax-Exempt Reserves"), a Massachusetts trust with
transferable shares (the "Fund"), acting pursuant to Section
6.1(b) and Section 9.3 of the Agreement and Declaration of
Trust of the Fund dated April 16, 1985, as amended to date
(the "Declaration"), do hereby establish and designate the
New Jersey Portfolio (the "New Jersey Portfolio"), as an
additional Portfolio into which the assets of the Fund shall
be divided. The beneficial interest in the New Jersey
Portfolio shall be divided into Shares having a nominal or
par value of one cent ($.01) per Share, of which an
unlimited number may be issued, which Shares shall represent
interests only in the New Jersey Portfolio.
1. The Shares of the New Jersey Portfolio shall
have the additional relative rights and preferences, shall
be subject to the liabilities, shall have the other
characteristics, and shall be subject to the powers of the
Trustees, all as set forth in paragraphs (a) through (k) of
Section 6.2 of the Declaration, and shall otherwise be
subject to all the provisions of the Declaration applicable
to Shares of the Fund. Without limitation of the foregoing
sentence, each Share of the New Jersey Portfolio shall be
redeemable, shall be entitled to one vote, or a ratable
fraction of one vote in respect of a fractional share, as to
matters on which Shares of the New Jersey Portfolio shall be
entitled to vote, and shall represent a share of the
beneficial interest in the assets of the New Jersey
Portfolio, all as provided in the Declaration.
2. The Trustees shall use their best efforts to
ensure that every note, bond, contract, instrument,
certificate or undertaking made or issued on account of the
New Jersey Portfolio gives notice that the obligations of
such instrument are binding only upon the Fund Assets of the
New Jersey Portfolio, and that any creditor's acceptance or
execution of such instrument shall constitute its agreement
to look only to the assets and property of the New Jersey
Portfolio to satisfy the obligations of such instrument.
3. The New Jersey Portfolio shall be authorized
to invest in cash, securities, instruments and other
property as from time to time described in the Fund's then
currently effective registration statement under the
Securities Act of 1933, as then in effect.
4. Subject to compliance with the requirements of
the 1940 Act, the Trustees shall have authority to provide
that holders of Shares of the New Jersey Portfolio may
convert said Shares into Shares of one or more other Funds
in accordance with such requirements and procedures as the
Trustees may establish.
5. Capitalized terms used herein without
definition are used with the same meanings as those assigned
to such terms in the Declaration.
6. This Certificate may be executed in several
counter parts, each of which shall be an original and all of
which shall constitute one instrument.
IN WITNESS WHEREOF, we have hereunto set our hands
as of the respective dates set forth opposite our signatures
below.
Dated: January 26, 1994 /s/ John D. Carifa
Name:
Dated: January 26, 1994 /s/ Dave H. Williams
Name:
Dated: January 26, 1994 /s/ Elizabeth J. McCormak
Name:
Dated: January 27, 1994 /s/ William H. Foulk, Jr.
Name:
Dated: January 27, 1994 /s/ David K. Storrs
Name:
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00250004.AC1
ACKNOWLEDGMENT
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
January 26, 1994
Then personally appeared the above named John D.
Carifa and acknowledged the foregoing instrument to be his
free act and deed.
Before me,
[NOTARIAL SEAL]
/s/ Mary Ann Milley
Notary Public
My Commission Expires 1/6/96
00250004.AC1
