AMT CAPITAL FUND INC
N-30D/A, 1995-06-20
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February 27, 1995



Dear Shareholder:

We are pleased to present you with the annual 
report for the AMT Capital Fund, Inc. for the fiscal year 
ending December 31, 1994. The portfolios in the fund, 
together with five other mutual funds distributed by AMT 
Capital Services, offer an opportunity to gain access to 
the money managment expertise of some of the nation's 
top investment advisers at lower institutional fee levels.

1994 is likely to be remembered as one of the 
more difficult years for markets and investors around the 
world.  Ironicly, global economic growth was positive 
and inflation moderate or moderating but the resurgence 
of inflationary forces was an increasing concern.  Early in 
the year the Federal Reserve acted aggressively to raise 
U.S. short-term rates, a move which ultimately affected 
long-term domestic rates as well as global bond, currency 
and equity markets.  The reversal of a long trend of 
declining rates also prompted a series of crises which 
contributed to market uncertainty. In the final weeks of 
the year, the Mexican crisis erupted with the sudden 
dramatic devaluation of the peso. Emerging markets, 
already under pressure from rising U.S. rates and 
declining cashflows, were severely affected.

The Money Market Portfolio outperformed its 
benchmark, the Donghue's Money Market Fund Average, 
in eleven months and in every quarter. For the year as a 
whole, the total return of 4.13% for the year was an 
extremely strong 38 basis points above the benchmark.

In May, the International Equity Portfolio was 
funded.  Net assets in this Portfolio are now 
approximately $12 million.  The sub-adviser is Harding, 
Loevner Management, L.P., an active equity manager 
who focuses on investing in companies which offer 
exceptional prospects for financial growth.

We greatly appreciate your interest and 
participation in the AMT Capital Fund. We welcome the 
opportunity to discuss the investment approach, 
performance and mertis of these or any fund distributed 
by AMT Capital Services. Please do not hesitate to 
contact us with questions or comments regarding this 
report or any other matter in which we can be of 
assistance.


Sincerely, 
 
by: \s\Alan M. Trager 
 
Alan M. Trager 
President 
 
Table of Contents 
 
Money Market Portfolio - Overview                           1 
 
Money Market Portfolio - Statement of Net Ass               2 
 
International Equity Portfolio - Overview                   4 
 
International Equity Portfolio - Statement of               5 
 
Statement of Operations                                     8 
 
Statement of Changes in Net Assets                          9 
 
Financial Highlights                                       10 
 
Notes to Financial Statements                              11 
 
 
Money Market Portfolio 
 
Graph: Comparison of change in value of $10,000 investment in Money 
Market Portfolio and the IBC/Donoghue's Money Market Fund where the Y- 
axis extends from $10,000 to $10,500 and the X-axis extends from 11/1/93 to 
12/31/94. 
 
The Money Market Portfolio provided a total return of 4.13%, net of 
expenses, for the year, well ahead of its benchmark, the Donoghue's Money 
Market Fund Average, which was 3.75% for the year. The portfolio invests in 
high quality short-term money market instruments. Its objective is to seek 
current income, liquidity and the maintenance of a stable net asset value. 
 
Developments in the First Quarter 
 
While many investors anticipated the increases in interest rates by the 
Federal Reserve during the first quarter, the uncertainty as to the extent of 
the increases and as to the sufficiency of the increases when they were made 
drove a dramatic sell-off of fixed income assets after only a brief rally.  
Stories of "hedge funds" who had to sell to meet margin calls, together with  
rumors of mortgage investors selling Treasuries to offset the lengthening of 
the duration of their portfolios and fears of large liquidations of bond funds
by retail investors, added to the market downdraft. 
 
Developments in the Second Quarter 
 
        Investors' apprehension about a bear market carried well into the 
second quarter as bond markets around the world began to drop.  Bond 
market participants,trying to gauge the strength of the U.S. economy, looked 
in vain for signs that the strong economic environment suggested by the first 
quarter data  would moderate.  Interest rates across the yield curve rose by 50 
to 100 basis points, and the Federal Reserve Bank increased short-term rates 
two more times in the quarter. 
 
The portfolio's duration was kept near or below that of the benchmark, 
augmenting performance as yields rose over the period. 
 
Developments in the Third Quarter 
 
Yields continued to climb substantially and credit spreads narrowed, 
reflecting a robust economy.   The portfolio outperformed its benchmark 
during the quarter largely due to keeping duration short of the benchmark 
and to anticipating a flattening of the yield curve. 
 
Developments in the Fourth Quarter 
 
        Short-term rates rose sharply in the fourth quarter as continued 
strong  economic growth prompted the Fed to raise rates and as the Orange 
County and Mexican crises put pressure on the markets. The portfolio 
outperformed the benchmark due to favorable duration exposures and 
strategic yield curve positioning that anticipated a steepening yield curve for 
under two-year maturities. 
 
AMT Capital Fund, Inc. 
 
Money Market Portfolio - Statement Of Net Assets 
December 31, 1994 
 
                                                        Face 
                                                       Amount           Value 
 
Bank Obligations - 38.8% 
Bank of Nova Scotia Yankee CD, 5.61% due 1/9/ $          1,00      $  1,000,000 
Chemical Bank BA, 5.47% due 1/27/95*                    1,000           995,897 
Commerzbank Yankee CD, 5.56% due 1/5/95                 1,000         1,000,002 
FCC National Bank FRN, 5.13% due 2/22/95**              1,000           999,896 
Harris Trust & Savings Bank CD, 6.00% due 1/3              55           554,000 
Mellon Bank Corp BA, 6.12% due 2/13/95*                 1,000           992,520 
National Bank of Detroit CD, 6.05% due 1/5/95           1,000         1,000,000 
Nations Bank TD, 6.25% due 1/3/95                       1,000         1,000,000 
Swiss Bank Corp Yankee CD, 5.42% due 1/4/95             1,000         1,000,000 
        Total (Cost - $8,542,315)                                     8,542,315 
 
*Commercial Paper - 49.0% 
Ciesco Corp, 5.45% due 1/5/95                             1,0           999,243 
Dover Corp, 6.05% due 1/5/95                            1,000           999,160 
European Investment Bank, 5.42% due 1/12/95                80           798,554 
Ford Motor Corp, 5.42% due 1/17/95                      1,000           997,441 
General Electric Capital Corp, 5.40% due 1/9/           1,000           998,650 
Hanson Finance PLC, 5.45% due 1/9/95                    1,000           998,638 
Koch Industries Inc, 5.95% due 1/3/95                   1,000           999,504 
McKenna Triangle Corp, 5.45% due 1/17/95                1,000           997,426 
New South Wales Treasury Corp, 5.42% due 1/9/           1,000           998,645 
Pitney Bowes Corp, 5.83% due 1/18/95                    1,000           997,086 
US Borax & Chemical Corp, 6.13% due 2/9/95              1,000           993,189 
        Total (Cost - $10,777,536)                                   10,777,536 
 
*U.S. Government Agency Obligations - 6.8% 
FHLMC Discount Note, 5.33% due 1/5/95 
        (Cost - $1,498,889)                             1,500         1,498,889 
 
Repurchase Agreements - 4.5% 
Eastbridge Capital U.S. Gov't Repurchase Agreement, 5.38% due 1/3/95 
Issued 12/30/94 (Collateralized by $1,065,000 U.S. Treasury 
Note, 3.875% due 10/31/95) 
(Cost - $1,000,000)                                     1,000         1,000,000 
 
Total Investments - 99.1% (Cost - $21,818,740)                       21,818,740
 
 
 
* Interest rate shown represents yield to maturity at date of purchase 
** Variable or floating rate security. Coupon rate shown reflects current rate. 
 
                                                                   Value 
Other Assets and Liabilities - 0.9% 
Receivable from investment adviser                                91,927 
Other assets                                                     137,242 
Other liabilities                                                (41,768) 
Other Assets and Liabilities, net                                187,401 
 
Net Assets - 100.0%                                             $22,006,141 
Applicab(authorized 1,250,000,000 shares) 
                                                              $       1.00 
Net Asset Value Per Share 
 
 
Components of Net Assets as of December 31, 1994 were as follows: 
Capital Stock                                                         22,017 
Capital Stock in excess of par value                              21,994,575 
Temporary overdistributions of net realized gain on investmen $       (6,728) 
Accumulated net realized (loss) on investments                         -3723 
                                                                     22006141 
See Notes To Financial Statements 
 
 
International Equity 
 
 
Graph: Comparison of change in value of $10,000 investment in 
International Equity Portfolio and the MSCI World EX U.S.A. Index (Net) 
where the Y-axis extends from $9,500 to $10,700 and the X-axis extends 
from 5/11/94 to 12/31/94. 
 
        The AMT Capital Fund - International Equity Portfolio provided a 
total return of (2.47)% since its inception on May 11, 1994. Its benchmark, 
the MSCI World - ex U.S.A. Index returned 1.39% over the same period. 
The portfolio's objectives are to seek long-term capital appreciation through 
investments in companies based outside the United States. 
 
Developments in the Second Quarter 
 
        The portfolio commenced halfway through a quarter which 
experienced continued global market turmoil. The portfolio manager, whose 
approach focuses on companies with strong business prospects, rather than 
timing currencies or markets, invested in those companies which met its 
investment criteria, focusing on the capital goods and energy sectors, and 
with geographic concentrations in Asia, and, within Europe, in Germany and 
Switzerland.  Japanese companies, viewed as expensive, were underweighted, 
which  accounted for the portfolio's underperformance vis-_-vis the index as 
Japan  and the yen were especially strong during the quarter. 
 
Developments in the Third Quarter 
 
        Currency and equity markets stabilized somewhat in the third 
quarter. The portfolio's purchases reflected confidence in the "emerging 
consumer" (developing markets with strong demand for Western branded 
goods and comfortable profit margins) and global capital goods producers 
(providing infrastructure in emerging markets and operating globally in both 
developed and less developed markets). 
 
The portfolio avoided mature consumer markets, recovery plays, 
property stocks, regulated utilities and Japanese financial companies. 
 
Developments in the Fourth Quarter 
 
        Company purchases included Ito Yokado, a Japanese retailer, and 
British Sky Broadcasting, the leading UK pay-TV provider, both companies 
with strong franchises. Sales during the quarter reflected largely company 
specific events, such as a change of focus away from core businesses or 
profit-taking in the face of a deteriorating business picture. The exception 
was the sale of YPF, the Argentine oil company, where the manager believed 
that the market underestimated the effects of the Mexican crisis on the rest of 
Latin America's markets. 
 
<TABLE> 
 
AMT Capital Fund, Inc. 
International Equity Portfolio - Statement Of Net Assets 
December 31, 1994 
 
                                                       Shares          Value 
<S> 
Long-Term Investments - 79.8% 
 
Equities - 77.3% 
 
Argentina - 1.3% 
Quilmes Industries SA (Consumer Non-Cyclical)        <C>           <C>  
(Cost - $124,740)                                      5,000       $   120,000 
 
France - 6.5% 
Coflexip ADR (Natural Resources)                       6,900            160,425 
Cie Generale des Eaux (Financial)                      2,900            282,039 
IDIA (Consumer Non-Cyclical)                           4,780            139,374 
Total (Cost - $611,762)                                                 581,838 
 
Germany - 7.1% 
Deutsche Bank Optionsschein Warrants expiring  
9/1/95 (Financial)*                                    1,130            122,588 
Hochtief (Basic Industry)                                346            209,284 
Krones AG Preferred (Capital Goods & Technology)         220            123,596 
Linde AG Ord (Basic Industry)                            310            181,164 
Total (Cost - $677,232)                                                 636,632 
 
Hong Kong - 6.1% 
Hutchison Whampoa (Consumer Cyclical)                  55,000           222,530 
Jardine Strategic Holdings (Consumer Cyclical)*        58,000           190,438 
Johnson Electric Holdings (Capital Goods & Technology) 57,000           130,786 
Total (Cost - $593,939)                                                 543,754 
 
Indonesia - 1.2% 
PT Wicaksana Overseas (Consumer Non-Cyclical)* 
(Cost - $79,516)                                       36,000           103,230 
 
Japan - 13.5% 
Canon Sales Co., Inc. (Capital Goods & Technology)      7,000           212,356 
Ito Yokado Co. (Consumer Cyclical)*                     3,000           160,622 
Makita Corp ADR (Capital Goods & Technology)           14,000           248,500 
Mr. Max Warrants expiring 7/11/95 (Consumer Cyclical)*    170            40,068 
Mitsubishi Heavy Industries (Capital Goods & Technology)34,000          259,570 
Nippon Denso (Basic Industry)                          13,000           274,234 
Senshukai Co. Warrants expiring 7/18/95  
(Consumer Cyclical)*                                       10             6,750 
Total (Cost - $1,236,632)                                              1,202,100 
 
Malaysia - 5.8% 
Nestle Malaysia (Consumer Non-Cyclical)                41,000            273,065 
 
<FN> 
* Non-income producing securities 
 See Notes To Financial Statements 
</FN> 
</TABLE> 
 
                                                       Shares          Value 
 
Nylex (Malaysia) Berhad (Basic Industry)             111,000          $ 239,182 
Total (Cost - $503,798)                                                 512,247 
 
Mexico - 1.8% 
Panamerican Beverages Inc. (Consumer Non-Cyclical) 
(Cost - $159,422)                                      5,100            161,287
 
Netherlands - 5.0% 
Randstad Holdings NV (Consumer Cyclical)               2,600            140,772
Royal Dutch Petroleum ADR (Natural Resources)          2,800            301,000 
Total (Cost - $423,699)                                                 441,772 
 
Norway - 4.4% 
Norsk Hydro ADR (Natural Resources)                    5,933            232,128 
Unitor Ships ADR (Basic Industries)                    9,400            158,425 
Total (Cost - $380,614)                                                 390,553 
 
Singapore- 3.2% 
Keppel Corp. Ltd. (Basic Industry) 
(Cost - $250,502)                                      34,000           289,360 
 
South Africa - 2.1% 
Liblife Strategic Investments Ltd. (Financial) 
(Cost - $168,904)                                      60,000           188,424 
 
Spain - 2.7% 
Banco Intercontinental ESPA (Financial) 
(Cost - $256,245)                                       2,900           239,537 
 
Switzerland - 10.7% 
BBC Brown Boveri (Capital Goods & Technology)           1,540           254,370 
Nestle-Sponsored ADR (Consumer Non-Cyclical)            5,600           266,807 
Societe Generale de Surveillance, Bearer Shares  
(Consumer Cyclical)                                        20            27,683 
Societe Generale de Surveillance, Reg. Shares  
(Consumer Cyclical)                                       980           255,548 
Sika Finanz AG (Basic Industry)                           510           146,639 
Total (Cost - $922,059)                                                 951,047 
 
United Kingdom - 5.9% 
Blenheim Group (Consumer Cyclical)                       44,000         162,030 
British Sky Broadcasting ADR (Consumer Cyclical)*         4,500         108,000 
Hanson PLC ADR (Consumer Cyclical)                       14,000         252,000 
Total (Cost - $546,989)                                                 522,030 
 
Total Equities (Cost - $6,936,053)                                    6,883,811 
 
* Non-income producing securities 
 See Notes To Financial Statements 
                                                       Face 
                                                      Amount          Value 
Bonds - 2.5% 
 
Bangkok Bank Public Co. Convertible Bond (Thailand), 
3.25% due 3/3/04 (Finance) 
(Cost - $236,005)                                    $ 250,000     $ 222,812 
 
Total Long-Term Investments (Cost - $7,172,058)                     7,106,623 
 
Short-Term Investments - 18.8% 
Bank of New York TD, 4.74% due 1/3/95                  540,000        540,000  
Prudential Bache Securities Repurchase  
Agreement, 5.65% due 1/3/95 Issued 12/30/94  
(Collateralized by $1,154,762 of FNMA 
and FHLMC mortgage-backed securities, 0.0% to 10.5% 
due 12/1/00 to 1/15/24)                                1,132,104     1,132,104 
Total Short-Term Investments (Cost - $1,672,104)                     1,672,104 
 
Total Investments 98.6% (Cost - $8,844,162)                          8,778,727 
 
Other Assets and Liabilities - 1.4% 
Receivable from investment adviser                                       15,770 
Foreign currency holdings (Cost - $418,650)                             422,554 
Other assets                                                            328,453 
Payable for Securities Purchased                                      (616,467) 
Other liabilities                                                      (25,159)
Other Assets and Liabilities, net                                      125,151 
 
 
Net Assets - 100.0% 
Applicable to 917,075 outstanding $.001 par value shares 
(authorized 250,000,000 shares)                                     $ 8,903,878 
 
Net Asset Value Per Share                                                 $9.71 
 
Components of Net Assets as of December 31, 1994 were as follows: 
Capital Stock at par value ($.001)                                        $ 917 
Capital Stock in excess of par value                                  9,016,439
Undistributed investment income, net                                      3,677
Accumulated net realized (loss) on investments and  
foreign currency-related transactions                                  (43,014)
Temporary overdistribution of net realized gain on investments         (10,017)
Net unrealized (depreciation) on investments and on 
assets and liabilities denominated in foreign currencies               (64,124) 
                                                                  $   8,903,878 
 
See Notes To Financial Statements 
* Non-income producing securities 
 
AMT Capital Fund, Inc. 
 
Statement Of Operations 
For the Periods Ended December 31, 1994 
 
 
 
                                                  Money           International 
                                             Market Portfolio  Equity Portfolio 
                                               For the Year      For the Period 
                                                  Ended           from 5/11/94* 
                                                12/31/94          to 12/31/94 
 
Investment Income 
Interest                                        $  919,965         $  24,613 
Dividends (net of withholding taxes of $3,996)           -            32,134 
Total investment income                            919,965            56,747 
 
Expenses 
Investment advisory fees                            50,430            17,868 
Administration fees                                 20,172             2,733 
Custodian fees                                      23,051            16,048 
Shareholder recordkeeping fees                       4,633             5,236 
Legal fees                                          20,000             5,000 
Audit fees                                          29,250             4,000 
Directors' fees and expenses                         7,298               770 
Insurance expense                                   17,735               723 
Amortization of organization costs                  17,656                 - 
State registration filing fees                      10,449             6,567 
Other fees and expenses                              8,422             3,386 
 
Total operating expenses                           209,096            62,331 
 
Waiver of investment advisory and administration 
fees and reimbursement of other expenses           (128,409)         (36,371) 
 
Total operating expenses, net                        80,687            25,960 
 
Investment income, net                              839,278            30,787 
 
Realized and unrealized gain (loss) on investments 
and foreign currency-related transactions 
Net realized (loss) from investments                (3,723)           (35,399) 
Net realized (loss) from foreign currency-related 
transactions                                              -            (7,615) 
Net unrealized (depreciation) on investments              -           (65,435) 
Net unrealized appreciation on translation of assets 
and liabilities denominated in foreign currencies         -              1,311 
 
Realized and unrealized (loss) on investments 
and foreign currency-related transactions            (3,723)          (107,138) 
 
Net increase (decrease) in net assets 
resulting from operations                           $ 835,555        $ (76,351) 
 
*  Commencement of Operations 
See Notes To Financial Statements 
 
 
AMT Capital Fund, Inc. 
 
Statement Of Changes in Net Assets 
 
 
 
 
                                                               International 
                                  Money Market Portfolio      Equity Portfolio 
                                For the Year  For the Period   For the Period 
                                    Ended      from 11/1/94      from 5/11/94* 
                                  12/31/94     to 12/31/93       to 12/31/94 
 
Increase (Decrease) in Net Assets From Operations 
Investment income, net          $  839,278     $  3,504          $  30,787 
 
Net realized gain (loss) from  
investments and foreign  
currency-related transactions      (3,723)           10            (43,014) 
 
Net unrealized (depreciation) on investments and 
on translation of assets and liabilities 
denominated in foreign currencies                                   (64,124) 
 
Net increase (decrease) in net assets resulting 
from operations                    835,555        3,514             (76,351) 
 
Distributions to Shareholders From 
Investment income, net             839,278        3,504              27,110 
 
Net realized gain on investments         -           10                   - 
 
Temporary overdistribution of net realized gain 
on investments                       6,728            -              10,017 
 
Total distributions                846,006        3,514              37,127 
 
Capital Share Transactions, Net   19,680,959   2,235,633           9,017,356 
 
Total increase in net assets      19,670,508   2,235,633           8,903,878 
 
Net Assets 
Beginning of period                2,335,633     100,000                   - 
 
End of period                    $ 22,006,141   $ 2,335,633      $  8,903,878 
 
Undistributed Investment Income, Net     $ -       $ -            $  3,677 
 
 
 
 
*  Commencement of Operations 
See Notes To Financial Statements 
 
AMT Capital Fund, Inc. 
 
Financial Highlights 
 
                                                                 International 
                                   Money Market Portfolio      Equity Portfolio 
                                For the Year  For the Period    For the Period 
For a share outstanding             Ended      from 11/1/93*     from 5/11/94* 
throughout the period             12/31/94      to 12/31/93       to 12/31/94 
 
Per Share Data 
Net asset value, beginning of  
period                           $  1.000       $  1.000          $  10.000 
 
Income From Investment Operations 
Investment income, net              0.040           0.004              0.036 
 
Net realized and unrealized gain (loss) on 
investments and foreign currency- 
related transactions                0.001(b)            -             (0.283) 
 
Total from investment operations    0.041           0.004             (0.247) 
 
Less Distributions 
From investment income, net         0.040           0.004               0.032 
 
From temporary overdistribution of net 
realized gain on investments        0.001               -               0.012 
 
Total distributions                 0.041           0.004               0.044 
 
Net asset value, end of period   $  1.000         $ 1.000            $  9.709 
 
Total Return                        4.13%           2.69%(a)         (3.81%)(a) 
 
Ratios/Supplemental Data 
Net assets, end of period        $ 22,006,141     $  2,335,633    $  8,903,878 
 
Ratio of expenses to average net    0.40%           0.40%(a)          0.95%(a) 
 
Decrease in above ratio due to waiver 
of investment advisory and administration 
services fees and reimbursement of 
other expenses                      0.64%           25.54%(a)         1.33%(a) 
 
Ratio of net investment income to 
average net assets                  4.16%            2.67%(a)         1.13%(a) 
 
Portfolio turnover                   n/a                n/a            27.49% 
 
(a) Annualized 
(b) Includes the effect of net realized gains prior to significant increases in 
shares outstanding. 
 
*  Commencement of Operations 
See Notes To Financial Statements 
 
Notes to Financial Statements 
 
1. Organization 
 
AMT Capital Fund, Inc. (the "Fund") was organized as a Maryland 
corporation on August 3, 1993 and is registered under the Investment 
Company Act of 1940, as amended, as an open-end management investment 
company.  The Money Market Portfolio commenced operations on November 
1, 1993 and the 1993International Equity Portfolio commenced operations on 
May 11, 1994.  The Fund currently has twowo active Portfolios.  The costs 
incurred by the Fund in connection with the organization and initial 
registration are being amortized in the Money Market Portfolio on a straight- 
line basis over a sixty-month period. The unamortized balance of 
organizational expenses at December 31, 1993 was $85,337December 31, 
1994 was $67,681. 
 
2. Summary of Significant Accounting Policies 
 
Securities 
 
All securities transactions are recorded on a trade date basis.  Interest 
income and expense are recorded on the accrual basis.  Dividend income is 
recorded on the ex-dividend date.  The Fund amortizes discount or premium on 
a daily basis to interest income.  The Fund uses the specific identification 
method for determining gain or loss on sales of securities. 
 
Income Tax 
 
There is no provision for Federal income or excise tax since the Money 
Market Portfolio (the "Portfolio")each Portfolio has elected or will elect to 
be taxed as a regulated investment company ("RIC") and therefore has 
compliedcomplies with the requirements of Subchapter M of the Internal 
Revenue Code applicable to RICs and has distributed all of its taxable 
income. 
 
Valuation 
 
All investments in the Money Market Portfolio are valued daily on an 
amortized cost basis, which approximates fair value and is consistent with 
Rule 2a-7 of the Investment Company Act of 1940. All investments in the 
International Equity Portfolio are valued daily at their market price, which 
results in unrealized gains or losses.  Securities traded on an exchange are 
valued at their last sales price on that exchange.  Securities for which over- 
the-counter market quotations are available are valued at the latest bid price. 
Deposits and repurchase agreements and reverse repurchase agreements are 
generally valued at their cost plus accrued interest.  The value of other 
investments is determined under procedures established by the Fund's Board 
of Directors. 
 
Expenses 
 
Expenses directly attributed to each Portfolio in the Fund are charged to that 
Portfolio's operations; expenses which are applicable to all Portfolios are 
allocated among them based on average daily net assets. 
 
Dividends to Shareholders 
 
It is the policy of the Money Market Portfolio to declare dividends daily on 
all of its net investment income.  Net investment income dividends are 
payable and 
reinvested monthly. It is the policy of the International Equity Portfolio to 
declare dividends on all of its net investment income on a quarterly basis. 
Net investment income dividends are payable and reinvested quarterly.  Net 
short-term and long-term capital gains distributions, if any, are normally 
distributed on an annual basis. 
 
Dividends from net investment income and distributions from realized gains 
from investment transactions have been determined in accordance with 
income tax regulations and may differ from net investment income and 
realized gains 
 
2. Summary of Significant Accounting Policies (cont'd) 
 
recorded by the Fund.  These differences are due primarily to differing 
treatments for foreign currency transactions and losses deferred due to tax 
regulations and are recorded as temporary overdistributions of net realized 
gain on investments in the statement of changes in net assets. 
 
 
Currency Translation 
 
Assets and liabilities denominated in foreign currencies and commitments 
under forward exchange currency contracts are translated into U.S. dollars at 
the mean of the quoted bid and asked prices of such currencies against the 
U.S. dollar.  Purchases and sales of portfolio securities are translated at the 
rates of exchange prevailing when such securities were acquired or sold. 
 
Income and expenses are translated at exchange rates prevailing when 
accrued. The Fund does not isolate that portion of the results of operations 
resulting from changes in foreign exchange rates on investments from the 
fluctuations arising from changes in market prices of securities held. Such 
fluctuations are included with the net realized and unrealized gain or loss 
from investments. 
 
Net realized gains and losses from foreign currency transactions arise from 
sales and maturities of short-term securities, sales of foreign currency, 
currency gains or losses realized between the trade and settlement dates on 
securities transactions, the difference between the amounts of dividends, 
interest, and foreign withholding taxes recorded on the Fund's books, and the 
U.S. dollar equivalent of the amounts actually received or paid. Net 
unrealized appreciation on translation of assets and liabilities denominated in 
foreign currencies arise from changes in the value of assets and liabilities 
other than investments in securities at fiscal year end, resulting from changes 
in the exchange rate. 
 
3. Investment Advisory Agreement and Affiliated Transactions 
 
The Fund's Board of Directors has approved investment advisory agreements 
(the "Agreements") with the Investment Adviser.  The investment advisory 
fees to be paid the Investment Adviser are computed daily at an annual rate 
of 0.25% of average daily net assets of the Money Market Portfolio and 
0.75% of the average daily net assets of the International Equity Portfolio. 
The International Equity Portfolio's fees are adjusted on a rolling 12 month 
basis for over or under performance versus the Portfolio's benchmark.  The 
accrual has been adjusted by (0.10% )  of average daily net assets for the 
period from May, 11, 1994 to October 31, 1994.  The fees for both Portfolios 
are payable monthly. The Investment Adviser, AMT Capital Advisers, Inc., 
and the Fund's Administrator, AMT Capital Services, Inc., have voluntarily 
agreed to waive the investment advisory fees and the administration fees, and 
in the case of the Investment Adviser, reimburse, if necessary, the Portfolios 
for any excess expenses over 0.40% and 0.95% (on an annualized basis) of 
the Money Market Portfolio's and International Equity Portfolio's, 
respectively, average daily net assets,. The Portfolios' sub-advisers are paid 
sub-advisory fees from the Investment Adviser, not the Portfolio. 
Directors' fees and expenses of $8,068 were paid for the periods ended 
December 31, 1994 to directors who are not employees of the Investment 
Adviser. 
 
4. Investment Transactions 
 
Purchase cost and proceeds from sales of investment securities, other than 
short-term investments, for the period ended December 31, 1994 totaled 
$8,327,491 and $1,120,238, respectively, for the International Equity 
Portfolio. 
 
 
4. Investment Transactions (cont'd) 
 
The components of net unrealized appreciation (depreciation) of investments 
at December 31, 1994 for each Portfolio were as follows: 
 
                                 Money      International 
                                 Market        Equity 
                                Portfolio     Portfolio 
Gross Unrealized Appreciation  $    -          $206,250 
Gross Unrealized Depreciation  $    -          -271,685 
                               $    -          -$65,435 
 
The cost of securities owned by the Portfolios at December 31, 1994 for 
Federal tax purposes were substantially the same as for financial statement 
purposes. 
 
The  International Equity Portfolio enters into forward foreign exchange 
currency contracts in order to hedge its exposure to changes in foreign 
currency exchange rates on its foreign portfolio holdings.  A forward 
exchange contract is a commitment to purchase or sell a foreign currency at a 
future date at a negotiated forward rate.  The gain or loss arising from the 
difference between the cost of the original contracts and the closing of such 
contracts is included in net realized gains or losses on foreign currency- 
related transactions.  Fluctuations in the value of forward foreign currency 
contracts are recorded for book purposes as unrealized appreciation or 
depreciation on translation of assets and liabilities denominated in foreign 
currencies.  Risks may arise from the potential inability of a counterparty to 
meet the terms of a contract and from unanticipated movements in the value 
of a foreign currency relative to the U.S. dollar.  At December 31, 1994, the 
International Equity Portfolio had no outstanding forward foreign exchange 
currency contracts to purchase or sell foreign currencies. 
 
The Fund enters into foreign currency transactions on the spot markets in 
order to pay for foreign investment purchases or to convert to dollars the 
proceeds from foreign investment sales or coupon interest receipts.  At 
December 31, 1994, the International Equity Portfolio had no outstanding 
purchases or sales of foreign currencies on the spot markets. 
 
 
5. Capital Share Transactions 
 
As of December 31, 1994, there were 2,500,000,000 shares of $0.001 par 
value capital stock authorized.  Transactions in capital stock for the Money 
Market Portfolio were as follows for the periods indicated: 
 
<TABLE> 
                                       Year Ended                  Period From November 1, 1993* 
                                     December 31, 1994            December 31, 1993 
                                   Shares         Amount           Shares         Amount 
Shares sold                        20,414,473    $20,414,473          2,334,468  $2,334,468 
 
<S>                            <C>             <C>               <C> 
Shares issued related to  
reinvestment of dividends            796,922         796,922             1,165        1,165 
 
                                   21,211,395      21,211,395         2,335,633    2,335,633 
 
Shares redeemed                     1,530,436       1,530,436           100,000      100,000 
 
Net increase                       19,680,959      19,680,959         2,235,633    2,235,633 
<FN> 
*Commencement of Operations 
</FN> 
</TABLE> 
 
Transactions in capital stock for the International Equity Portfolio were as 
follows for the period from May 11, 1994* to December 31, 1994: 
 
                         Shares           Amount 
 
Shares sold             924,387    $   9,088,508 
 
Shares issued related to reinvestment 
of dividends                2,97          28,848 
 
Shares redeemed           10,283         100,000 
Net increase             917,075   $   9,017,356 
 
*Commencement of Operations 
 
6. Repurchase and Reverse Repurchase Agreements 
 
Each Portfolio may enter into repurchase agreements under which a bank or 
securities firm that is a primary or reporting dealer in U.S. Government 
securities agrees, upon entering into a contract, to sell U.S. Government 
Securities to a Portfolio and repurchase such securities from the Portfolio at 
a mutually agreed upon price and date. 
 
Each Portfolio is also permitted to enter into reverse repurchase agreements 
under which a primary or reporting dealer in U.S. Government securities 
purchases U.S. Government securities from a Portfolio and the Portfolio 
agrees to repurchase the securities at an agreed upon price and date. 
 
Each Portfolio will engage in repurchase and reverse repurchase transactions 
with parties selected on the basis of such party's creditworthiness.  
Securities purchased subject to repurchase agreements must have an aggregate 
market value greater than or equal to the repurchase price plus accrued 
interest at all times.  If the value of the underlying securities falls 6. 
Repurchase and Reverse Repurchase Agreements below the value of the repurchase 
price plus accrued interest, the Portfolio will require the seller to deposit 
additional collateral by the next business day.  If the request for additional
collateral is not met, or the seller defaults on its repurchase obligation, the
Portfolio maintains the right to sell the underlying securities at market value
and may claim any resulting loss against the seller.  When a Portfolio engages 
in reverse repurchase transactions, the Portfolio will maintain, in a 
segregated account with its custodian, securities equal in value to those 
subject to the agreement. 
 
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 
 
Shareholders and Board of Directors 
AMT Capital Fund, Inc. 
 
We have audited the accompanying statements of net assets of AMT Capital 
Fund, Inc. (comprising, respectively, the Money Market and International 
Equity Portfolios) as of December 31, 1994, and the related statement of 
operations for the year then ended, and the statement of changes in net assets 
and financial highlights for each of the periods indicated therein.  These 
financial statements and financial highlights are the responsibility of the 
Fund's management.  Our responsibility is to express an opinion on these 
financial statements and financial highlights based on our audits. 
 
We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  Our procedures included confirmation of 
securities owned as of December 31, 1994, by correspondence with the 
custodian and others.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  We believe that our 
audits provide a reasonable basis for our opinion. 
 
In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of each  
of the respective Portfolios constituting AMT Capital Fund, Inc. at December 
31, 1994, the results of their operations for the year then ended, and the 
changes in their net assets and the financial highlights for each of the 
indicated periods, in conformity with generally accepted accounting 
principles. 
 
 
 
New York, New York 
February 27, 1995 
 
by: \s\Ernst & Young LLP 
 


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