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<TYPE>EX-99.77E LEGAL
<SEQUENCE>4
<FILENAME>legal.txt
<DESCRIPTION>LEGAL
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Closed Ends
Oct-04

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 the Adviser provide information to them. The
Adviser 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 the
Adviser and the SEC and NYAG in connection with the investigations
mentioned above.

Numerous lawsuits have been filed against the Adviser 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.  The lawsuits are now pending in the United States District
Court for the District of Maryland pursuant to a ruling by the Judicial
 Panel on Multidistrict Litigation transferring and centralizing all of
 the mutual funds involving market and late trading in the District of
Maryland.  Management of the 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, the 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 memorialized in an Assurance of Discontinuation dated
September 1, 2004 (NYAG Order). Among the key provisions of these
agreements are the following:

(i)   The Adviser 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)   The Adviser 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)   The Adviser agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order contemplates that
the Advisers 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.

The Adviser and approximately twelve other investment management firms
were publicly mentioned in connection with the settlement by the SEC
of charges that an unaffiliated broker/dealer violated federal
securities laws relating to its receipt of compensation for selling
specific mutual funds and the disclosure of such compensation. The SEC
has indicated publicly that, among other things, it is considering
enforcement action in connection with mutual funds' disclosure of such
arrangements and in connection with the practice of considering mutual
fund sales in the direction of brokerage commissions from fund
portfolio transactions. The SEC has issued subpoenas to the Adviser in
connection with this matter and the Adviser has provided documents and
other information to the SEC and is cooperating fully with its
investigation.

On June22, 2004, a purported class action complaint entitled Aucoin,
et al. v. Alliance Capital Management L.P., et al. (Aucoin Complaint)
was filed against the Adviser, Alliance Capital Management Holding L.P.
, Alliance Capital Management Corporation, AXA Financial, Inc.,
AllianceBernstein Investment Research & Management, Inc., certain
current and former directors of the AllianceBernstein Mutual Funds,
and unnamed Doe defendants. The Aucoin Complaint names certain of the
AllianceBernstein mutual funds as nominal defendants. The Aucoin
Complaint was filed in the United States District Court for the
Southern District of New York by an alleged shareholder of an
AllianceBernstein mutual fund. The Aucoin Complaint alleges, among
other things, (i) that certain of the defendants improperly authorized
the payment of excessive commissions and other fees from fund assets
to broker-dealers in exchange for preferential marketing services,
(ii) that certain of the defendants misrepresented and omitted from
registration statements and other reports material facts concerning
such payments, and (iii) that certain defendants caused such conduct
as control persons of other defendants. The Aucoin Complaint asserts
claims for violation of Sections 34(b), 36(b) and 48(a) of the
Investment Company Act, Sections 206 and 215 of the Advisers Act,
breach of common law fiduciary duties, and aiding and abetting breaches
of common law fiduciary duties. Plaintiffs seek an unspecified amount
of compensatory damages and punitive damages, rescission of their
contracts with the Adviser, including recovery of all fees paid to
the Adviser pursuant to such contracts, an accounting of all fund-
related fees, commissions and soft dollar payments, and restitution
of all unlawfully or discriminatorily obtained fees and expenses.
 Since June 22, 2004, numerous additional lawsuits making factual
allegations substantially similar to those in the Aucoin Complaint
were filed against the Adviser and certain other defendants, and
others may be filed.

The Adviser believes that these matters are not likely to have a
material adverse effect on the Fund or its ability to perform advisory
services relating to the Fund.




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