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<TYPE>EX-99.77E LEGAL
<SEQUENCE>3
<FILENAME>closedlegal.txt
<DESCRIPTION>LEGAL
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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 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, numerous 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.

On December 18, 2003, Alliance Capital 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 market timing
relationships described in the SEC Order. 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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