POS EX 1 d1449063_pos-ex.txt As filed with the Securities and Exchange Commission on January 28, 2014 File Nos. 33-74230 811-08294 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. Post-Effective Amendment No. 33 X and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 34 X ALLIANCEBERNSTEIN EXCHANGE RESERVES (Exact Name of Registrant as Specified in Charter) 1345 Avenue of the Americas, New York, New York 10105 (Address of Principal Executive Office) (Zip Code) (Registrant's Telephone Number, including Area Code): (800) 221-5672 EMILIE D. WRAPP AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York 10105 (Name and address of agent for service) Copies of communications to: Kathleen K. Clarke Seward & Kissel LLP 901 K Street, NW Suite 800 Washington, DC 20001 It is proposed that this filing will become effective January 31, 2014 upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended. Explanatory Note This Post-Effective Amendment consists of the following: 1. Facing Sheet of the Registration Statement. 2. Exhibit (i) of Item 28 of the Registration Statement. 3. Registration Statement signature page. The sole purpose of this Post-Effective Amendment filing is to file as an exhibit the Opinion and Consent of Counsel, Seward & Kissel LLP regarding the legality of securities being registered as required by Item 28 of this Registration Statement on Form N-1A. This Post-Effective Amendment incorporates by reference the following parts of this Registrant's Post-Effective Amendment No. 32, filed January 28, 2014. Part A Part B Part C (except for Exhibit (i) of Item 28 and the Signature Page) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York and State of New York on the 28th day of January, 2014. ALLIANCEBERNSTEIN EXCHANGE RESERVES By: Robert M. Keith* ---------------- Robert M. Keith President Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- 1) Principal Executive Officer: Robert M. Keith* President and January 28, 2014 ---------------- Chief Executive Robert M. Keith Officer 2) Principal Financial and Accounting Officer: /s/ Joseph Mantineo Treasurer and January 28, 2014 ------------------- Chief Financial Joseph Mantineo Officer 3. All of the Trustees: John H. Dobkin* Michael J. Downey* William H. Foulk, Jr.* James D. Guzy* Nancy P. Jacklin* Robert M. Keith* Garry L. Moody* Marshall C. Turner, Jr.* Earl D. Weiner* *By: /s/ Emilie D. Wrapp January 28, 2014 ------------------- Emilie D. Wrapp (Attorney-in-fact) Index to Exhibits ------------------ Exhibit No. Description of Exhibits ----------- ------------------------ (i) Opinion and Consent of Seward & Kissel LLP