ALLIANCE MUNICIPAL TRUST
Certificate of Designation
The undersigned, being the Secretary of Alliance
Municipal Trust (formerly Alliance Tax-Exempt Reserves,
Inc.), 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 April 12,
1997, 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 as
"Alliance Massachusetts Portfolio," and to designate a
series of the shares of the Trust representing the
beneficial interest in such Portfolio, called the "Alliance
Massachusetts 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 Massachusetts Portfolio as a portfolio
of the Trust ("Alliance Massachusetts
Portfolio"). The beneficial interest in
Alliance Massachusetts Portfolio shall be
divided into a Series of Shares called the
Alliance Massachusetts Portfolio Series. The
Shares of the Alliance Massachusetts Portfolio
Series shall represent interests only in
Alliance Massachusetts 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 Massachusetts Portfolio Series,
such amendment may be adopted by the Trustees
-2-
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 Massachusetts 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 14th day of April, 1997.
/s/ Edmund P. Bergan, Jr.
Name: Edmund P. Bergan, Jr.
Title: Secretary
-3-
ACKNOWLEDGMENT
STATE OF NEW YORK )
:
COUNTY OF NEW YORK ) ss. April 14, 1997
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 1/6/98
00250234.AA5
