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<TYPE>EX-99.77E LEGAL
<SEQUENCE>4
<FILENAME>legal.txt
<DESCRIPTION>LEGAL PROCEEDINGS
<TEXT>
Item 77E
Legal Proceedings
As has been previously reported in the press, the Staff of the U.S. Securities
and Exchange Commission (SEC) and the Office of the New York Attorney
General (NYAG) have been investigating practices in the mutual fund industry
identified as market timing and late trading of mutual fund shares. Certain
other regulatory authorities have also been conducting investigations into
these practices within the industry and have requested that Alliance Capital
Management L.P. (Alliance Capital), the Funds Adviser, provide information
to them. Alliance Capital has been cooperating and will continue to cooperate
with all of these authorities. The shares of the Fund are not redeemable by
the Fund, but are traded on an exchange at prices established by the market.
Accordingly, the Fund and its shareholders are not subject to the market
timing and late trading practices that are the subject of the investigations
mentioned above or the lawsuits described below.  Please see Subsequent Events
below for a description of the agreements reached by Alliance Capital and the
SEC and NYAG in connection with the investigations mentioned above.

In addition, more than thirty private lawsuits have been filed against
Alliance Capital and certain other defendants in which plaintiffs make claims
purportedly based on or related to the same practices that are the subject of
the SEC and NYAG investigations referred to above. Some of these lawsuits name
the Fund as a party. Management of the Funds Adviser believes that these
private lawsuits are not likely to have a material adverse effect on the
results of operations or financial condition of the Fund.

Subsequent Events
On December 18, 2003, Alliance Capital, the Funds Adviser, confirmed that it
had reached terms with the SEC and the NYAG for the resolution of regulatory
claims relating to the practice of market timing mutual fund shares in some of
the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in
an Order of the Commission (SEC Order). The agreement with the NYAG is
subject to final, definitive documentation. Among the key provisions of these
agreements are the following:

(i) Alliance Capital agreed to establish a $250 million fund (the
Reimbursement Fund) to compensate mutual fund shareholders for the adverse
effects of market timing attributable to the market timing relationships
described in the SEC Order (i.e., relationships Alliance Capital maintained
with some investors who were permitted to engage in market timing trades in
some of the AllianceBernstein Mutual Funds in return for or in connection with
making investments (which were not actively traded) in other Alliance Capital
products, including hedge funds and mutual funds, for which Alliance Capital
receives advisory fees). According to the SEC Order, the Reimbursement
Fund is to be paid, in order of priority, to fund investors based on (i) their
aliquot share of losses suffered by the fund due to market timing, and (ii) a
proportionate share of advisory fees paid by such fund during the period of
such market timing;

(ii) Alliance Capital agreed to reduce the advisory fees it receives from
some of the AllianceBernstein long-term, open-end retail funds, commencing
January 1, 2004, for a period of at least five years; and

(iii) Alliance Capital agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order contemplates that Alliance
Capitals registered investment company clients, including the Fund, will
introduce governance and compliance changes.
The shares of the Fund are not redeemable by the Fund, but are traded on an
exchange at prices established by the market. Accordingly, the Fund and its
shareholders are not subject to the market timing practices described in the SEC
Order and are not expected to participate in the Reimbursement Fund. Since the
Fund is a closed-end fund, it will not have its advisory fee reduced pursuant to
the terms of the agreements mentioned above.

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