ALLIANCE MUNICIPAL TRUST
Certificate of Designation
of the Florida 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 "Trust"), acting pursuant to
Section 6.1 and Section 9.3 of the Agreement and Declaration
of Trust of the Trust dated April 16, 1985, as amended to
date (the "Declaration"), do hereby establish and designate
the Florida Portfolio (the "Florida Portfolio"), as an
additional Fund into which the assets of the Trust shall be
divided. The beneficial interest in the Florida 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 Florida Portfolio.
1. The Shares of the Florida 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 Trust. Without limitation of the foregoing
sentence, each Share of the Florida 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 Florida Portfolio shall be
entitled to vote, and shall represent a share of the
beneficial interest in the assets of the Florida 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
Florida Portfolio gives notice that the obligations of such
instrument are binding only upon the Fund Assets of the
Florida 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 Florida
Portfolio to satisfy the obligations of such instrument.
3. The Florida Portfolio shall be authorized to
invest in cash, securities, instruments and other property
as from time to time described in the Trust'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 Florida 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. This Certificate of Designation may be amended
in the manner set forth in Section 9.3 of the Declaration
with respect to amending the Declaration.
6. The Trustees hereby ratify and approve nunc
pro tunc the Certificate of Designation relating to the
Alliance Municipal Trust - Virginia Portfolio dated
September 9, 1994 and filed with the Massachusetts Secretary
of State and the Boston City Clerk on September 14, 1994.
7. Capitalized terms used herein without
definition are used with the same meanings as those assigned
to such terms in the Declaration.
8. This Certificate may be executed in several
counterparts, 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 date set forth below.
Dated: June 12, 1995
/s/ John Winthrop /s/ Shelbey White
/s/ Dave H. Williams __________________________
/s/ Elizabeth J. McCormack __________________________
/s/ Sam Y. Cross __________________________
/s/ William H. Foulk, Jr.
2
00250221.AC2
