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File No. 2-94093
Securities and Exchange Commission
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. __
Post-Effective Amendment No. 20 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 19
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ALLIANCE COUNTERPOINT FUND
1345 Avenue of the Americas, New York, N.Y. 10105
(800) 221-5672
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EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas, New York, N.Y. 10105
(Name and address of Agent for Service)
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Calculation of Registration Fee:
Title of
Securities Proposed Maximum Proposed Amount of
Being Amount Being Offering Price Maximum Aggregate Registration
Registered Registered Per Unit * Offering Price ** Fee
- ----------- ------------ ---------------- ----------------- ------------
Class A Shares
of Beneficial
Interest $.01
Par Value 852,850 $19.76 $290,000 $100.00
* Estimated solely for the purpose of determining the amount of
the registration fee based on the net asset value per share of
the Registrant's Class A shares of beneficial interest of $19.76
on December 5, 1995.
** The calculation of the maximum aggregate offering price is
made pursuant to Rule 24e-2(a) under the Investment Company Act
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of 1940 and is based on the following: the total amount of
securities redeemed or repurchased during the fiscal year ended
September 30, 1995 was $16,562,307, none of which was previously
used for reduction pursuant to Rule 24f-2 or Rule 24e-2(a) and
$16,562,307 of which is being so used for such reduction in this
Amendment.
It is proposed that this filing will become effective (check
appropriate box)
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
EXHIBIT: Opinion of Messrs. Seward & Kissel
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SIGNATURE
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant
certifies that it meets all of the requirements for effectiveness
of this Amendment to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this
Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
and State of New York, on the 28th day of November, 1995.
ALLIANCE COUNTERPOINT FUND
By: /s/ John D. Carifa
John D. Carifa
Chairman
Pursuant to the requirements of the Securities Act of
1933, this Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated:
SIGNATURE TITLE DATE
1. Principal Executive
Officer
/s/ John D. Carifa Chairman 11/28/95
John D. Carifa
2. Principal Financial and
Accounting Officer
/s/ Mark D. Gersten Treasurer and 11/28/95
Chief Financial
Mark D. Gersten Officer
3. ALL OF THE TRUSTEES
Ruth Block
John D. Carifa
David H. Dievler
John H. Dobkin
William H. Foulk, Jr.
James M. Hester
Clifford L. Michel
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Henry Ugarte
by /s/ Edmund P. Bergan, Jr. 11/28/95
(Attorney-in-fact)
Edmund P. Bergan, Jr.
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Seward & Kissel
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
December 6, 1995
Alliance Counterpoint Fund
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Counterpoint Fund,
a Massachusetts business trust (the "Company"), in connection
with the registration of an additional 852,850 shares of
beneficial interest, par value $.01 per share, of the Company
under the Securities Act of 1933, as amended (the "Act").
As counsel for the Company, we have participated in the
preparation of Post-Effective Amendment No. 20 to the Company's
Registration Statement on Form N-1A under the Act (File No. 2-
94093) relating to such additional shares and have examined and
relied upon corporate records of the Company and other documents
and certificates as to factual matters as we have deemed to be
necessary to render the opinion set forth below.
Based on that examination we are of the opinion that the
852,850 additional shares of beneficial interest of the Company
being registered by Post-Effective Amendment No. 20 to the
Company's Registration Statement are duly authorized and unissued
shares, and when such shares have been duly sold, issued and paid
for as contemplated in the Company's Prospectus forming a part of
its Registration Statement under the Act, such shares will have
been validly and legally issued (assuming that none of such
shares is sold at a time when such sale would cause the Company
to have outstanding more than the number of shares of beneficial
interest authorized to be issued by the Company's Declaration of
Trust) and will be fully paid and non-assessable shares of
beneficial interest of the Company under the laws of the
Commonwealth of Massachusetts (assuming that the sale price of
each share is not less than the par value thereof).
Our opinion above stated is expressed as members of the
bar of the State of New York.
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We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to above-
referenced Post-Effective Amendment No. 20 to the Company's
Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250043.AD7
