Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: AMT Capital Fund, Inc.
600 Fifth Avenue, 26th Floor
New York, NY 10020
2. Name of each series or class of funds for which this notice is filed:
Money Market Portfolio
3. Investment Company Act File Number: 811-7928
Securities Act File Number: 33-66840
4. Last day of fiscal year for which this notice is filed: 12/31/96
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal
year: 1,049,604 $1,049,604
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
1,049,604 $1,049,604
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7): 1,244,304 $1,244,304
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $1,049,604
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): $1,244,304
(iii) Aggregate price of shares redeemed or repurchased during fiscal
year (if applicable): $3,123,548
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable): $0
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i) plus line (ii), less line
(iii), plus line (iv)] (if applicable): $0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $0.00
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of Informal
and Other Procedures (17 CFR 202.3a).
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: Not Applicable.
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dated indicated.
By /s/ William E. Vastardis
William E. Vastardis
Treasurer
Date February 27, 1997
DECHERT PRICE & RHOADS
30 Rockerfeller Plaza
New York, New York 10112
February 24, 1997
AMT Capital Fund, Inc.
600 Fifth Avenue
New York, New York 10020
Dear Sirs:
As counsel for AMT Capital Fund, Inc. (the "Fund") during the fiscal year
ended December 31, 1996, we familiar with the Fund's registration under the
Investment Company Act of 1940 and with the registration statement relating to
its Shares of Common Stock (the "Shares") under the Securities Act of 1933
(File No. 33-66840) (the "Registration Statement"). We have also examined
such other corporate records, agreements, document and instruments as we
deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares sold at the public
offering price and delivered by the Fund against receipt of the net asset
value of the Shares in compliance with the terms of the Registration Statement
and the requirements of applicable law during the Fund's fiscal year ended
December 31, 1996, were, when sold, duly and validly authorized, legally and
validly issued, and fully paid and non-assessable.
We consent to the filing of this opinion in connection with the Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940 for the fiscal
year ended December 31, 1996 to be filed on behalf of the Fund with the
Securities and Exchange Commission.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
