AMT CAPITAL FUND INC
N-30D, 1996-03-05
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                          AMT Capital Fund, Inc.

                              Annual Report











                             December 31, 1995
 
                        AMT Capital Services, Inc.
                    600 Fifth Avenue, New York, New York
           Telephone (212) 332-5211  Long Distance (800) 762-4848
                         Facsimile (212) 332-5190




PRESIDENT'S LETTER


                                               										February 9, 1996



Dear Shareholder:

     We are pleased to present the annual report for the AMT Capital Fund, 
Inc. for the fiscal year ended December 31, 1995.  The Fund's Portfolios 
produced strong performance, finishing the year ahead of their benchmarks 
and their competition.  The HLM International Equity Portfolio grew 
substantially, with assets now exceeding $76 million. The Portfolio's 
adviser, Harding, Loevner Management, L.P., maintains an active strategy of 
focusing on companies which offer exceptional prospects for financial 
growth.  This "bottom-up" strategy, which can vary considerably from index 
returns in the short-run, returned 11.99%  for the year, with positive 
performance versus the market and against the Lipper International Fund 
Index.  Against its peer group, its 1995 return was in the top quartile of 
funds ranked by Lipper Analytical Services. 

     The Money Market Portfolio outperformed its benchmark, the 
IBC/Donoghue's Money Market Fund Average, in every month and for the year as 
a whole.  For 1995, the total return of 5.74% was 23 basis points (0.23%) 
above the benchmark.  More importantly, as the Portfolio began to be ranked 
against other money market funds by Lipper, it consistently appeared among 
the top performers, ending the year ranked 23 of 256 measured by Lipper. 

     Shortly, the two Portfolios in the Fund will be joined by a new 
Portfolio which will be formed as the result of a merger of the Lehman 
Selected Growth Stock Portfolio into the AMT Capital Fund.  The Lehman 
Selected Growth Stock Portfolio has $38 million invested in mid-cap U.S. 
growth stocks.  For the year ending December 31, 1995, the Lehman Selected 
Growth Stock Portfolio ranked 9 of 106 mid-cap funds measured by Lipper.  
The new Portfolio, U.S. Selected Growth, will be managed by Susan Hirsch who 
has managed the Lehman Portfolio since its inception.  Its addition will 
bring the Fund's assets to approximately $140 million.

     We greatly appreciate your interest and participation in the AMT 
Capital Fund, Inc. and look forward to sending you more information on the 
U.S. Selected Growth Portfolio.  We welcome the opportunity to discuss the 
investment approach, performance and merits of these or any funds 
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.  Please also note our new address and phone 
numbers.  


                                              									Sincerely, 
                                
                                                       /s/ Alan M. Trager

                                              									Alan M. Trager
                                              									President


                             Table of Contents

HLM International Equity Portfolio Overview............................	1

HLM International Equity Portfolio - Statement of Net Assets...........	3

Money Market Portfolio - Overview......................................	7

Money Market Portfolio - Statement of Net Assets.......................	9

Statements of Operations..............................................	11

Statements of Changes in Net Assets...................................	12

Financial Highlights..................................................	13

Notes to Financial Statements.........................................	15




		
HLM INTERNATIONAL EQUITY PORTFOLIO

December 31, 1995 


GRAPH:  This graph is an x-y line plot. y-Value ($), x-Date 5/11/94 to 12/31/95
        Comparison of change in value of $10,000 investment in HLM International
        Equity Portfolio, the Msci World Ex U.S.A. Index (Net Dividends 
        reinvested) and the Lipper International Fund Index. The comparison is
        for the period from 5/11/94 to 12/32/95. At 12/31/95, HLM International 
        Equity Portfolio was at a value of $10,923, while the MSCI World Ex
        U.S.A. Index (net) was at $11,393, and the Lipper International Fund
        Index was at $10,785.
 

 
	The HLM International Equity Portfolio provided a total return of 
11.99% in 1995 and 5.53%  per annum since its inception on May 11, 
1994.  Its benchmark, the MSCI World - ex U.S.A. Index, returned 
11.41% and 8.27% over the same periods, respectively.  International 
funds tracked by Lipper Analytical Services returned 9.28% and 4.71%, 
respectively.  The Portfolio's objective is to seek long-term capital 
appreciation through investments in companies based outside the United 
States.

Developments in the First Quarter

In the first quarter, returns in local markets were mainly flat 
to negative, especially in Japan and Germany.  While the companies in 
which the Portfolio was invested continued to report strong earnings, 
market valuations were considerably less robust.  Some smaller markets 
were hard hit by the Mexican crisis.  A relatively high cash position 
and limited exposure to Japan were positives but were not sufficient 
to overcome low valuations.  New purchases included Development Bank 
of Singapore, Muenchener Rueckversicherung, Rentokil Group, Wolters 
Kluwer, and Hong Kong and China Gas.  Pan American Beverages and 
Jardine Strategic Holdings were sold.  

Developments in the Second Quarter

In the second quarter, markets recovered while more stable 
currency rates provided a positive tone.  New purchases included 
Canon, PartnerRe, IHC Caland, Imperial Oil and Astra while positions 
in Makita and Hong Kong and China Gas were sold. 

Developments in the Third Quarter

	During the summer, a falling yen and rising Japanese stock market 
dominated international market returns, but had a limited impact on 
the Portfolio.  Generale des Eaux was sold.  Three positions were 
reduced because of price appreciation.  New companies added were 
Kyocera in Japan, Sime Darby in Malaysia and Primagaz, a French-based 
distributor of liquified petroleum gas in Europe.  Positions in 
Financiere et Industrielle Gaz et Eaux and Ito Yokado were increased.

Developments in the Fourth Quarter

	Once again, good relative and absolute returns were associated 
with stability in currency markets during the final quarter of the 
year.  Three companies were sold: Krones and Hanson p.l.c., reflecting 
disappointment with management, and British Sky Broadcasting following 
a large price rise and potential regulatory review.  Honda Motor was 
added.

Outlook	
	
	Looking forward, the portfolio manager sees a very positive 
business environment with steady world economic growth, falling 
inflation, and increasing diffusion of the tangible benefits of 
technology to boost productivity.  Having pursued a defensive policy 
in 1995, the manager expects to become more aggressive in stock 
selection and to increase portfolio exposure to smaller companies 
and emerging markets.
 

Investment Performance (For Periods Ended December 31, 1995)

			
                                             		Total Return
	
	                                                 		   Since		
	                                                     Inception*		
		                                       One Year	   (annualized)		
			
	HLM International Equity Portfolio	      11.99%	        5.53%		
					
	MSCI World Ex-USA Index (net)	           11.41%	        8.27%		
					
	Lipper International Fund Index	9.28%	4.71%		
					
	* The HLM International Equity Portfolio commenced operations on May 11, 1994	
		


HLM INTERNATIONAL EQUITY PORTFOLIO-STATEMENT Of NET ASSETS

                                                    Shares            Value  

Long-Term Instruments - 93.6%    
    
Equities - 90.5%    
    
Argentina - 1.2%    
    
Quilmes Industrial SA (Foods/Beverages)             53,300      $    831,480 
 (Cost - $1,079,264)   
    
Bermuda - 1.1%    
    
PartnerRe Holdings Ltd. (Insurance)                 26,900           739,750 
 (Cost - $672,842)   
    
Canada - 1.8%    
    
Imperial Oil Ltd. (Oil/Gas)                         34,000         1,228,250 
 (Cost - $1,273,435)   
    
France - 7.0%    
    
Coflexip SA- ADR (Oil/Gas)                          31,900           602,113 
 Financiere et Industrielle Gaz et 
Eaux (Diversified Holdings)                          3,500         1,217,267 
I.D.I.A. (Diversified Holdings)                     27,830         1,137,568 
Primagaz Cie (Oil/Gas)                              22,350         1,778,672 
Primagaz Cie Warrants 
 Expiring 6/30/98 (Oil/Gas)*                         1,490            12,803 
    Total (Cost - $4,423,676)                                      4,748,423  

Germany - 6.9%    
    
Deutsche Bank AG (Financial)                        26,550         1,261,079 
Hochtief AG (Engineering)                            2,560         1,094,843 
Linde AG (Diversified Holdings)                      2,626         1,535,962 
Muenchener Rueckversicherung AG (Insurance)            349           760,922 
    Total (Cost - $4,877,918)   4,652,806 
    
Hong Kong - 5.5%    
    
Hutchison Whampoa Ltd. (Diversified Holdings)      485,000         2,954,410 
Johnson Electric Holdings Ltd. 
 (Electrical Equipment)                            445,000           794,232 
    Total (Cost - $3,297,134)                                      3,748,642 
    
Indonesia - 1.0%    
    
PT Wicaksana Overseas International 
 (Distribution/Wholesale)                          261,000           697,067 
 (Cost - $690,878)   


Japan - 17.0%    
    
Canon, Inc. (Office Equipment)                      92,000         1,667,054 
Canon Sales Co., Inc. (Distribution/Wholesale)      52,500         1,398,983 
Honda Motor Co, Ltd. (Automotive)                   71,000         1,465,407 
Ito-Yokado Co., Ltd. (Retail)                       37,000         2,280,233 
Kyocera Corp. (Electronics)                         13,000           966,182 
Mitsubishi Heavy Industries Ltd. (Aerospace)       254,000         2,025,601 
Nippon Denso Co., Ltd. (Electrical Equipment)       93,000         1,739,244 
    Total (Cost - $10,994,188)                                    11,542,704 
    
Malaysia - 5.3%    
    
Nestle Berhad (Foods/Beverages)                    125,000           915,643 
Nylex Berhad (Chemicals)                           449,000         1,361,570 
Sime Darby Berhad (Diversified Holdings)           500,000         1,329,158 
    Total (Cost - $3,443,254)                                      3,606,371 
    
Netherlands - 10.3%    
    
IHC Caland NV (Transportation)                      42,000         1,417,057 
Randstad Holdings NV (Commercial Services)          28,000         1,273,602 
Royal Dutch Petroleum Co. - ADR (Oil/Gas)           20,300         2,864,838 
Wolters Kluwer NV (Publishing)                      15,060         1,428,371 
    Total (Cost - $5,963,010)                                      6,983,868 
    
Norway - 3.2%    
    
Norsk Hydro AS - ADR (Oil/Gas)                      31,733         1,328,819 
Unitor Ships Service - ADR (Commercial Services)    59,300           816,591 
    Total (Cost - $2,275,901)                                      2,145,410 
    
Singapore - 5.8%    
    
Development Bank of Singapore, 
 Ltd. - Foreign Registered Shares (Financial)      121,000         1,506,082 
Keppel Corp. Ltd. (Transportation)                 268,000         2,388,119 
    Total (Cost - $3,596,270)                                      3,894,201 
    
South Africa - 2.2%    
    
LibLife Strategic Investments, Ltd. 
 (Diversified Holdings)                            373,000         1,458,430 
 (Cost - $1,261,530)   
    
Spain - 3.1%    
    
Banco Intercontinental Espanol (Financial)          21,200         2,063,175 
 (Cost - $1,884,845)   
    
Sweden - 2.6%    
    
Astra AB - Bearer Shares (Chemicals)                45,000         1,786,469 
 (Cost - $1,414,061)   
    
Switzerland -12.3%    
    
BBC Brown Boveri AG - Registered 
 Shares (Financial)                                 11,200         2,541,250 
Nestle SA - ADR (Foods/Beverages)                   41,200         2,284,408 
SGS Societe Generale de Surveillance Holding 
SA - Bearer Shares (Commercial Services)               670         1,333,826 
SGS Societe Generale de Surveillance Holding 
SA - Registered Shares (Commercial Services)         3,700         1,270,538 
Sika Finanz AG - Bearer Shares (Building Materials)  3,770           917,674 
    Total (Cost - $7,758,351)                                      8,347,696 
    
United Kingdom - 4.2%    
    
Blenheim Group p.l.c. (Commercial Services)        325,000         1,270,924 
Rentokil Group p.l.c. (Commercial Services)        306,400         1,592,830 
    Total (Cost - $2,666,617)                                      2,863,754 
    
    Total Equities - (Cost - $57,573,174)                         61,338,496 
    
Bonds - 3.1%    
                                                 Face Amount  
Bangkok Bank Public Co. Convertible 
 Bond (Thailand), 3.250% due 3/3/04 
 (Financial)                                 $   1,975,000         2,098,438 
 (Cost - $1,964,069)   
    
    Total Long-Term Investments - 
     (Cost - $59,537,243)                                         63,436,934 
    
Short-Term Investments - 7.3%    
    
Prudential Bache Securities Repurchase 
 Agreement, 5.390% due 1/2/96; Issued 
 12/29/95 (Collateralized by $4,121,154 
 par of Federal National Mortgage 
 Association Strip due 2/1/23, value 
 $1,031,106 and $3,984,936 par of 
 Federal Home Loan Mortgage Corp. ARM, 
 6.080% due 9/1/25, value $3,988,936)   
 Short-Term Investments - (Cost - $4,921,506)    4,921,506         4,921,506 
    
    Total Investments - 100.9% (Cost - $64,458,749)               68,358,440 

Other Assets net of Liabilities - (0.9%)    
    
Foreign currency holdings (Cost - $384,708)                     $    383,888 
Receivable from AMT Capital Advisers, Inc.                            25,968 
Other assets                                                         222,408 
Payable for securities purchased                                  (1,101,848)
Distributions payable from investment income, net                    (15,711)
Payable for capital shares redeemed                                   (6,877)
Payable to Harding, Loevner Management, L.P.                         (62,725)
Other liabilities                                                    (76,991)
 Other assets and liabilities, net                                  (631,888)
   
Net Assets - 100.0%   
Applicable to 6,289,241 outstanding $.001 
 par value shares    
    (authorized 250,000,000 shares)                             $ 67,726,552 
    
    Net Asset Value Per Share                                   $      10.77 
    
Components of Net Assets as of 
 December 31, 1995 were as follows:    
Capital stock at par value ($.001)                              $      6,289 
Capital stock in excess of par value                              64,172,405 
Undistributed investment income, net                                   4,694
Accumulated net realized loss on investments and     
 foreign currency-related transactions                              (349,535)
Net unrealized appreciation on investments and     
 assets and liabilities denominated in foreign currencies          3,892,699 
                                                                $ 67,726,552


* Non Income Producing Securities
See Notes to Financial Statements




MONEY MARKET  PORTFOLIO
December 31, 1995


GRAPH:  This Graph is an x-y line plot. y-Value ($), x-Date 5/11/94 to 12/13/95
        Comparison of change in value of $10,000 investment in Money Market 
        Portfolio and the IBC/Donoghue's Money Market Fund Average. The 
        comparison is for the period from 11/1/93 to 12/31/95. At 12/31/95, a 
        $10,000 investment in Money Markey Portfolio was valued at $11,058
        while the IBC/Donoghue's Money Market Fund Average was at $10,994.


  The Money Market Portfolio provided a total return of 5.74% outperforming its
benchmark, the IBC/Donoghue's Money Market Fund Average, in every month and for
the year as a whole, by 23 basis points.  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.  Net assets were
$25.9 million os of December 31, 1995.

Developments in the First Quarter

  The Portfolio outperformed its benchmark due to favorable yield curve and 
duration exposures.  Interest rates declined despite a well-anticipated 
tightening by the Fed.  The short-term yield curve flattened.  The significant 
decline in the dollar against the mark and yen had a more limited effect than 
might have been expected, as domestic economic data turned decidedly weaker as 
the quarter progressed.

Developments in the Second Quarter

  Rates continued to decline abruptly through the second quarter.  Interest rate
volatility soared and the yield curve continued to flatten.  The Portfolio was
well positioned to benefit from these changes, although non-Treasury holdings
detracted a bit from performance as spreads widened.

Developments in the Third Quarter

  Rates were little changed over the quarter as the economy appeared to be 
recovering from its low point in the second quarter.  The yield curve flattened
slightly.  The Portfolio's duration was lengthened to almost three months in 
early July and slowly declined through the rest of the period.  As the outlook 
for rates became increasingly uncertain, the portfolio manager's strategy was to
remain short and tactically oriented, with an emphasis on higher yielding 
corporate securities.

Developments in the Fourth Quarter

  Uncertainty persisted through a large part of the quarter, but a growing 
conviction of the likelihood of rate declines led the portfolio manager to 
lengthen gradually, bringing the duration up to almost three months by year-end.
This benefitted performance as short-term rates dropped sharply in mid-December.
As in the third quarter, holdings of non-Government securities enhanced returns
as investor demand kept spreads narrow.

Outlook

  The Portfolio is positioned to take advantage of a continuing decline in 
rates. While not as agressively long as prior to the Fed's easing in January, 
the Portfolio is positioned for a trend still anticipated to be toward lower 
rates. Non-Treasuries are still overweighted as yield spreads are not expected 
to narrow.


MONEY MARKET PORTFOLIO-STATEMENT OF NET ASSETS

December 31, 1995

                                                  Face Amount         Value  

Bank Obligations - 40.4%    
    
Abbey National p.l.c. Eurodollar 
 CD, 5.750% due 1/2/96                         $   1,000,000     $   999,994 
Bank of America (London) Eurodollar 
 CD, 5.780% due 1/24/96                            1,000,000       1,000,000 
Bank of Boston (Nassau) Time 
 Deposit, 4.500% due 1/2/96                          500,000         500,000 
Bank of New York Bankers 
 Acceptance, 5.470% due 4/4/96*                    1,000,000         985,717 
Bayerische Hypotheken Yankee 
 CD, 6.430% due 4/19/96                            1,000,000       1,001,483 
Mellon Bank Bankers 
 Acceptance 5.560% due 4/1/96*                     1,000,000         985,945 
NationsBank Eurodollar 
 CD, 6.000% due 1/2/96                             1,000,000       1,000,000 
Seattle First National Bank 
 Note, 5.800% due 1/3/96                           1,000,000       1,000,000 
Societe Generale Yankee 
 CD, 5.750% due 3/8/96                             1,000,000       1,000,000 
Trust Company Bank of Atlanta 
 Bankers Acceptance, 5.480% due 5/8/96*            1,000,000         980,515 
West Deutsche Bank Time 
 Deposit, 5.750% due 1/2/96                        1,000,000       1,000,000 
    Total (Cost - $10,453,654)                                    10,453,654 
    
Commercial Paper - 34.5%*    
    
Bank of Scotland, 5.620% 
 due 4/26/96                                       1,000,000         981,891 
Falcon Asset Securities Corp., 5.650% 
 due 2/7/96                                        1,000,000         994,193 
Ford Motor Credit Corp., 5.480% 
 due 3/29/96                                       1,000,000         986,604 
Koch Industries, 5.940% due 1/2/96                 1,000,000         999,835 
Harvard University, 6.050% due 1/2/96              1,000,000         999,832 
Sandoz Corp., 5.480% due 3/27/96                   1,000,000         986,909 
Student Loan Corporation, 5.720% due 1/8/96        1,000,000         998,888 
Sweden (Kingdom of), 5.600% due 4/4/96             1,000,000         985,378 
Swedish Export Credit, 5.480% due 3/26/96          1,000,000         987,061 
    Total (Cost - $8,920,591)                                      8,920,591 
    
U.S. Treasury Obligations - 24.5%*    
    
U.S. Treasury Bill, 5.435% due 6/6/96              4,000,000       3,908,667 
U.S. Treasury Bill, 5.338% due 6/20/96             2,500,000       2,439,707 
    Total (Cost - $6,348,374)                                      6,348,374 
    
    Total Investments - 99.4% (Cost - $25,722,619)                25,722,619 
    
Other Assets net of Liabilities - 0.6%    
    
Receivable from investment adviser                                    10,003
Other assets                                                         178,655 
Distributions payable from investment income, net                     (9,072)
Other liabilities                                                    (32,052)
    Other assets and liabilities, net                                147,534

Net Assets - 100.0%
Applicable to 25,855,311 outstanding $.001par shares
    (authorized 1,000,000,000 shares)                           $ 25,870,153

    Net Asset Value Per Share                                   $       1.00

Components of Net Assets as of December 31, 1995
 were as follows:
Capital stock at par value ($.001)                              $     25,855
Capital stock in excess of par value                              25,829,456
Accumulated  net realized gain on investments                     25,870,153




*Interest rate shown represents yield to maturity at time of purchase
See Notes to Financial Statements




STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1995

                                           HLM International     Money Market
                                           Equity Portfolio      Portfolio  
Investment Income Interest                   $     221,276     $   1,416,176 
Dividends (net of withholding 
 taxes of $79,487)                                 548,685                 -
    Total investment income                        769,961         1,416,176 
    
Expenses    
Investment advisory fees                           252,279            55,805 
Administration fees                                 47,765            23,683 
Custodian fees                                      80,360            27,028 
Shareholder recordkeeping fees                      21,429             4,304 
Legal fees                                          23,182             4,378 
Audit fees                                          28,290            21,710 
Directors' fees and expenses                         5,250             5,250 
Insurance expense                                   11,822            10,818 
Amortization of organization costs                       -            17,656 
Registration fees                                   29,061             6,914 
Other fees and expenses                             16,366             4,920 
    
    Total operating expenses                       515,804           182,466 
    
Waiver of investment advisory and administration    
fees and reimbursement of other expenses          (182,123)          (87,723)
    
    Total expenses, net                            333,681            94,743 
    
    
Investment income, net                             436,280         1,321,433 
    
Realized and unrealized gain (loss) on 
investments and foreign currency-
related transactions    
Net realized gain (loss) from investments          304,119)           25,293
Net realized loss from foreign currency-
 related transactions                              (20,185)                -
Net unrealized appreciation on investments       3,965,125                 -
Net unrealized depreciation on translation 
 of assets and liabilities denominated in 
 foreign currencies                                 (8,302)                -
    
    Net realized and unrealized gain on 
    investments and foreign currency-
    related transactions                         3,632,519            25,293 
    
    Net increase in net assets   
    resulting from operations                  $ 4,068,799       $ 1,346,726 


STATEMENTS OF CHANGES IN NET ASSETS

For the Periods Ended
                                  HLM International           Money Market
                                   Equity Portfolio            Portfolio
                            Dec. 31,1995  Dec.31,1994*  Dec.31,1995  Dec.31,1994
Increase (Decrease) in Net 
Assets From Operations
Investment income, net      $   436,280   $    30,787   $ 1,321,433   $ 839,278
        
Net realized gain (loss) 
 from investments and        
 foreign currency-related 
 transactions                  (324,304)      (43,014)       25,293      (3,723)
        
Net unrealized appreciation 
 (depreciation) on investments 
  and on translation of assets 
  and liabilities denominated 
  in foreign currencies       3,956,823       (64,124)            -           - 
        
Net increase (decrease) in 
 net assets resulting from 
 operations                   4,068,799       (76,351)    1,346,726      835,555
        
Distributions to 
 Shareholders From 
 Investment income, net         407,463        27,110     1,321,433      839,278
        
Temporary overdistribution 
 of net realized gain on 
 investments and foreign 
 currency-related 
 transactions                         -        10,017             -        6,728

Total distributions             407,463        37,127     1,321,433      846,006
        
Capital Share 
 Transactions, Net           55,161,338     9,017,356     3,838,719   19,680,959
        
Total increase in 
net assets                   58,822,674     8,903,878     3,864,012   19,670,508
        
Net Assets        
 Beginning of period          8,903,878             -    22,006,141    2,335,633
        
 End of period             $ 67,726,552   $ 8,903,878  $ 25,870,153 $ 22,006,141
        
Undistributed Investment 
Income, Net                $      4,694   $     3,677  $          - $          -


* Commencement of Operation was May 11, 1994
See Notes to Financial Statements



FINANCIAL HIGHLIGHTS 
For the Periods Ended

                                         HLM International Equity Portfolio
                                         Dec. 31, 1995       Dec. 31,1994*
Per Share Data     
Net asset value, beginning of period     $        9.71       $      10.00  
     
Increases (Decreases) From 
 Investment Operations     
Investment income, net                            0.10               0.04  
     
Net realized and unrealized gain 
 (loss) on investments and foreign 
 currency- related transactions                   1.06              (0.29) 
     
    Net increase (decrease) from 
    investment operations                         1.16              (0.25) 
     
Less Distributions From     
 Investment income, net                           0.10               0.03  
     
Temporary overdistribution of net      
 realized gain on investments and     
 foreign currency-related transactions               -               0.01  
     
    Total distributions                           0.10               0.04  
     
Net asset value, end of period          $        10.77       $       9.71  
     
Total Return                                     11.99%             (2.47%) (b)
     
Ratios/Supplemental Data     
Net assets, end of period               $   67,726,552       $  8,903,878  
     
Ratio of expenses to average net assets           0.99%              0.95% (a)
     
Ratio of investment income, net to        
 average net assets                               1.30%              1.13% (a)
     
Decrease reflected in above ratios      
 due to waiver of investment advisory     
 and administration fees and     
 reimbursement of other expenses                  0.54%              1.33% (a)
     
     
Portfolio turnover                               27.71%             27.49% 


(a) Annualized
(b) Not Annualized
* Commencement of Operations was May 11, 1994
See Notes to Financial Statements

     

                                                Money Market Portfolio
                              Dec. 31, 1995    Dec. 31, 1994    Dec. 31, 1993*

Per Share Data
       
Net asset value, beginning 
 of period                    $        1.00    $        1.00    $      1.00
        
Increases From Investment 
 Operations
Investment income, net                 0.06             0.04           0.00**
       
Net realized and unrealized 
 gain on investments                   0.00**           0.00 (b)          -
      
 Net increase from investment 
 operations                            0.06             0.04           0.00 
      
Less Distributions From

Investment income, net                 0.06             0.04           0.00  
       
Temporary overdistribution 
 of net realized gain on 
 investments                              -             0.00**            - 
      
    Total distributions                0.06             0.04           0.00 
      
Net asset value, end 
 of period                     $       1.00      $      1.00      $    1.00 
      
Total Return                           5.74%            4.13%          2.69% (a)
      
Ratios/Supplemental Data
      
Net assets, end of period      $ 25,870,153      $22,006,141     $2,335,633  
      
Ratio of expenses to 
 average net assets                    0.40%            0.40%          0.40% (a)
      
Ratio of investment income, 
 net to average net assets             5.58%            4.16%          2.67% (a)



(a) Annualized
(b) Includes the effect of net realized gains prior to significant increases in
    shares outstanding.
*   Commencement of Operations was November 1, 1993
**  Rounds to less than $0.01
See Notes to Financial Statements



NOTES TO FINANCIAL STATEMANTS

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 HLM 1993 
International Equity Portfolio commenced operations on May 11, 1994.  The 
Fund currently has twowo 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 $85,337 December 31, 1995 was $50,025.

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 and will continue to 
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 will distribute all of its taxable income.

At December 31, 1995, the HLM International Equity Portfolio had a capital loss 
carryforward of $250,657 to offset future net capital gains to the extent 
provided by regulations.  This capital loss carryforward expires on December 
31, 2003.  Net realized losses attributable to security transactions after 
October 31, 1995, are treated for federal income taxes as arising on the first 
day of the Portfolio's next fiscal year.  

Valuation

All investments in the HLM 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 no sales are reported are valued at the latest bid price 
obtained from a quotation reporting system or from established market makers.  
Deposits and repurchase agreements are generally valued at their cost plus 
accrued interest.  Securities for which market quotations are not readily 
available and illiquid securities will be valued in good faith by the Board of 
Directors.  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.

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

During 1995, it was the policy of the HLM International Equity Portfolio to 
declare dividends from substantially all of its net investment income on a 
quarterly basis.  Effective January 1, 1996, it is the policy of the HLM 
International Equity Portfolio to declare dividends from net investment income 
annually.  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 monthly.   Net short-term and long-term capital gains distributions for 
both Portfolios, if any, are normally distributed on an annual basis.




2. Summary of Significant Accounting Policies (continued)

Dividends from net investment income and distributions from realized gains from 
investment transactions are determined in accordance with Federal income tax 
regulations, which may differ from investment income and realized gains 
determined under generally accepted accounting principles.  These "book/tax" 
differences are either considered temporary or permanent in nature.  To the 
extent these differences are permanent in nature, such amounts are reclassified 
within the capital accounts based on their federal tax-basis treatment; 
temporary differences do not require reclassification.  Dividends and 
distributions which exceed net investment income and net realized capital gains 
for financial reporting purposes, but not for tax purposes are reported as 
dividends in excess of net investment income or distributions in excess of net 
realized capital gains.  To the extent they exceed net investment income and 
net realized capital gains for tax purposes, they are reported as distributions 
of paid-in-capital.

During the year ended December 31, 1995, the HLM International Equity Portfolio 
reclassified ($27,800) to undistributed investment income from accumulated net 
realized loss.  This reclassification had no effect on net investment income, 
net realized gains and losses, and 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-related 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, and 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 the period end, resulting from changes in the 
exchange rate.  At December 31, 1995, the balance of net unrealized 
(depreciation) related to the changes in the exchange rate in the value of 
other assets and liabilities excluding foreign currency and forward foreign 
currency contracts other than investments was ($6,084).

Estimates

The preparation of financial statements in accordance with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts and disclosures in the financial statements.  
Actual results could differ from those estimates.

3. Investment Advisory Agreement and Affiliated Transactions

The Fund's Board of Directors has approved Harding, Loevner Management , L.P. 
("HLM") and AMT Capital Advisers, Inc. as investment advisors for the HLM 
International Equity Portfolio and the Money Market Portfolio, respectively.  
In addition, the Directors have approved an administration agreement between 
the Fund and AMT Capital Services, Inc. which assists in managing and 
supervising all aspects of the Fund other than investment advisory activities.  
The advisory fee and administration fees are computed daily at an annual rate 
of .75% and .15%, respectively, of the average daily net assets of the HLM 
International Equity Portfolio and .25% and .10%, respectively, of the Money 
Market Portfolio.  The Investment Adviser and the Administrator of the HLM 
International Equity Portfolio have voluntarily agreed to reduce their fees and 
reimburse other expenses, from inception, through June 12, 1995 to the extent 
that aggregate expenses (exclusive of brokerage commissions, interest on 
borrowings, taxes and extraordinary expenses) exceed an annual rate of .95%; 
thereafter, the Investment Adviser has voluntarily agreed to reduce its fees 
and reimburse other expenses to the extent that aggregate expenses exceed 
1.00%.  The Investment Adviser and Administrator of the Money Market Portfolio 
have voluntarily agreed to reduce their fees and reimburse other expenses to 
the extent that aggregate expenses exceed an annual rate of .40% of the average 
daily net assets.


3. Investment Advisory  Agreement and Affiliated Transactions (continued)

Directors' fees and expenses of $10,500 were paid for the year ended December 
31, 1995 to directors who are not employees of the Investment Advisers.

4. Investment Transactions



Purchase cost and proceeds from sales of investment securities, other 
than short-term investments, for the year ended December 31, 1995 totaled 
$61,374,000 and $8,705,093, respectively, for the HLM International 
Equity Portfolio.

The components of net unrealized appreciation on investments at December 
31, 1995 for the HLM International Equity Portfolio were as follows:
				
Gross Unrealized Appreciation				 $       5,569,554                             
Gross Unrealized Depreciation				        (1,669,863)
                             				 $       3,899,691                  
				

The cost of securities owned by the Portfolios at December 31, 1995 for 
Federal tax purposes were substantially the same as for financial 
statement purposes.

5. Forward Foreign Exchange Contracts

The HLM International Equity Portfolio, on occasion, enters into forward 
foreign exchange contracts in order to hedge its exposure to changes in 
foreign currency exchange rates on its foreign portfolio holdings.  A 
forward foreign 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 exchange contracts are recorded for book 
purposes as unrealized appreciation or depreciation by the Portfolio. The 
Portfolio's custodian will place and maintain cash not available for 
investment, U.S. Government securities, or other appropriate high-grade 
debt securities in a separate account of the Portfolio having a value 
equal to the aggregate amount of the Fund's commitments under certain 
open forward foreign exchange contracts.  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, 1995, the HLM International Equity Portfolio had the 
following outstanding forward foreign exchange contracts:

                                                                   Unrealized
Contract                                                          Appreciation
Amount                                         Cost      Value    (Depreciation)
        
Forward Foreign Exchange Buy Contracts        
20,422  Great British Pounds closing 1/3/96  $ 31,634   $ 31,687       $   53
210,283  Malaysian Ringgit closing 1/2/96      82,935     82,810         (125)
69,353   Malaysian Ringgit closimg 1/5/96      27,326     27,310          (16)
        
                                                                       $  (88) 
        

The HLM International Equity Portfolio 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.  There were no foreign exchange 
contracts to buy or sell currency on the spot markets as of December 31, 1995.



6. Capital Share Transactions

Transactions in capital stock for the HLM International Equity Portfolio 
were as follows for the periods indicated: 
								
                      			    	Year Ended	        		Period from May 11, 1994* 	
                      				December 31, 1995	       		to December 31, 1994	
                      		Shares      	  Amount	 	    Shares 	        Amount
								
Shares sold				       5,622,926	   $ 57,519,473 	  	924,387 	   $  9,088,508 
								
Shares issued related 
 to reinvestment	of 
 dividends			           	33,936	        355,396     		2,971          	28,848 
                  				5,656,862     	57,874,869	   	927,358	       9,117,356
Shares redeemed				     284,696 	     2,713,531      10,283          100,000 
Net Increase				      5,372,166	   $ 55,161,338   		917,075   	 $  9,017,356 
								
* Commencement of Operations								

Transactions in capital stock for the Money Market Portfolio were as 
follows for the periods indicated:
								
                               				 Year Ended		             Year Ended
				                             December 31,1995		      December 31,1994
				                     Shares	        Amount      		Shares	        Amount
								
Shares sold				        9,334,905	 $   9,334,905 		20,414,473 	 $  20,414,473 
								
Shares issued related 
 to reinvestment	of 
 dividends				         1,311,602     	1,311,602    		796,922        	796,922 
                  				10,646,507    	10,646,507 		21,211,395     	21,211,395 
Shares redeemed				    6,807,788	     6,807,788		  1,530,436 	     1,530,436 
								
Net increase				       3,838,719	 $   3,838,719 		19,680,959 	 $  19,680,959 

7. 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 may 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 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

To the 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 HLM 
International Equity Portfolio and Money Market Portfolio) as of 
December 31, 1995, and the related statements of operations for 
the year then ended, the statements of changes in net assets for 
each of the two years in the period then ended and the 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, 1995, by correspondence with 
the custodian and brokers.  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, 1995, the 
results of their operations for the year then ended, the changes 
in their net assets for each of the two years in the period then 
ended and the financial highlights for each of the indicated 
periods, in conformity with generally accepted accounting 
principles.



New York, New York
February 9, 1995

/s/ Ernst & Young LLP
    Ernst & Young LLP



SPECIAL MEETING OF SHAREHOLDERS

December 31, 1995

In accordance with Rule 30d-1 under the Investment Company 
Act of 1940, the Fund is required to furnish certain 
information regarding any matters submitted to a vote of the 
Fund's shareholders.  Shareholders of record on February 22, 
1995 were notified that a Special Meeting of Shareholders 
(the "Meeting") would be held at the offices of the Fund 
on May 17, 1995.  Shareholders of the HLM International 
Equity Portfolio voted on approval of the investment 
advisory agreement with Harding, Loevner Management, L.P. 
("HLM") and a monthly advisory fee calculated at an 
annualized rate of  0.75% of the average daily net assets of 
the Portfolio.  These matters were approved by the 
shareholders at the Meeting.  A summary of the shareholder 
votes cast is set forth below:
						

		

                 Vote     Number of Votes      Percent of Total 
                                               Shares Outstanding
                  For         763,118               64.28%
              Against               -                   -
            Abstained               -                   -




OFFICERS & DIRECTORS AND OTHER PERTINENT INFORMATION

OFFICERS AND DIRECTORS                        ADMINISTRATOR AND DISTRIBUTOR

Robert B. Allardice                           AMT Capital Services, Inc. 
Director of the Fund                          600 Fifth Avenue
                                              New York, NY 10020
Patricia A. Gammon                            
Director of the Fund

Alan M. Trager
President and Director                        CUSTODIAN AND FUND
of the Fund                                   ACCOUNTING AGENT

William E. Vastardis                          Investors Bank & Trust Company
Secretary & Treasurer                         P.O. Box 1537
of the Fund                                   Boston, MA 02205-1537

Carla E. Dearing 
Vice President and Assistant                  TRANSFER AND DIVIDEND
Treasurer of the Fund                         DISBURSING AGENT

Investment Adviser                            Investors Bank & Trust Company
(HLM INTERNATIONAL EQUITY PORTFOLIO)          P.O. Box 1537
                                              Boston, MA 02205-1537

Harding, Loevner Management, L.P.
50 Division Street
Somerville, NJ 08876                          LEGAL COUNSEL

INVESTMENT ADVISER                            Dechert Price & Rhoads
(MONEY MARKET PORTFOLIO)                      1500 K Street, N.W.
                                              Washington, DC 20005-1208

AMT Capital Advisers, Inc.
600 Fifth Avenue
New York, NY 10020
                                              INDEPENDENT AUDITORS
SUB-ADVISER
(MONEY MARKET PORTFOLIO)                      Ernst & Young LLP
                                              787 Seventh Avenue
                                              New York, NY 10019
Fischer Francis Trees & Watts, Inc.
200 Park Avenue
New York, NY 10166
                                              



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