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 June 5,
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 Pennsylvania Portfolio," and to
designate a series of the shares of the Trust representing
the beneficial interest in such Portfolio, called the
"Alliance Municipal Trust Pennsylvania 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 Pennsylvania
Portfolio as a portfolio of the Trust (the
"Alliance Municipal Trust Pennsylvania
Portfolio"). The beneficial interest in the
Alliance Municipal Trust Pennsylvania Portfolio
shall be divided into a Series of Shares called
the Alliance Municipal Trust Pennsylvania
Portfolio Series. The Shares of the Alliance
Municipal Trust Pennsylvania Portfolio Series
shall represent interests only in the Alliance
Municipal Trust Pennsylvania 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
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the Alliance Municipal Trust Pennsylvania
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 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 Pennsylvania 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 13th day of June, 2000.
/s/ Edmund P. Bergan, Jr.
Name: Edmund P. Bergan, Jr.
Title: Secretary
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ACKNOWLEDGMENT
STATE OF NEW YORK )
:
COUNTY OF NEW YORK ) ss. June 13, 2000
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 1/6/02
00250433.AA6
