<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>2
<FILENAME>legalclosedend.txt
<DESCRIPTION>LEGAL PROCEEDINGS
<TEXT>
(Closed End Funds Only)

April-06

Item 77E
Legal Proceedings

As has been previously reported, 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 (the Mutual Fund MDL). 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.

On February 10, 2004, the Adviser received (i) a subpoena duces
tecum from the Office of the Attorney General of the State of West
Virginia and (ii) a request for information from West Virginias
Office of the State Auditor, Securities Commission (the West
Virginia Securities Commissioner) (together, the Information
Requests). Both Information Requests require the Adviser to
produce documents concerning, among other things, any market
timing or late trading in the Advisers sponsored mutual funds.
The Adviser responded to the Information Requests and has been
cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of
the State of West Virginia v. AIM Advisors, Inc., et al. (WVAG
Complaint) was filed against the Adviser, Alliance Capital
Management Holding L.P. (Alliance Holding), and various other
defendants not affiliated with the Adviser. The WVAG Complaint
was filed in the Circuit Court of Marshall County, West Virginia
by the Attorney General of the State of West Virginia. The WVAG
Complaint makes factual Allegations generally similar to those in
certain of the complaints related to the Lawsuits discussed above.
On October 19, 2005, the WVAG Complaint was transferred
to the Mutual Fund MDL.

On August 30, 2005, the deputy commissioner of securities of the
West Virginia Securities Commissioner signed a Summary Order to
Cease and Desist, and Notice of Right to Hearing addressed to the
Adviser and Alliance Holding. The Summary Order claims that the
Adviser and Alliance Holding violated the West Virginia Uniform
Securities Act, and makes factual allegations generally similar
to those in the SEC Order and the NYAG Order.  On January 26, 2006,
the Adviser, Alliance Holding, and various unaffiliated defendants
filed a Petition for Writ of Prohibition and Order Suspending
Proceedings in West Virginia state court seeking to vacate the
Summary Order and for other relief. On April 12, 2006, respondents
petition was denied. On May 4, 2006, respondents appealed the
courts determination.

On June 22, 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 Fund was not named as a defendant
in the Aucoin Complaint. The Aucoin Complaint was filed in the
United States District Court for the Southern District of New York
by alleged shareholders 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, nine additional lawsuits making factual
allegations substantially similar to those in the Aucoin
Complaint were filed against the Adviser and certain other
defendants. All nine of the lawsuits (i) were brought as class
actions filed in the United States District Court for the
Southern District of New York, (ii) assert claims
substantially identical to the Aucoin Complaint, and
(iii) are brought on behalf of shareholders of the Funds.
On February 2, 2005, plaintiffs filed a consolidated amended
class action complaint (Aucoin Consolidated Amended Complaint)
that asserts claims substantially similar to the Aucoin
Complaint and the nine additional lawsuits referenced above.
On October 19, 2005, the District Court dismissed each of
the claims set forth in the Aucoin Consolidated Amended
Complaint, except for plaintiffs claim under Section 36(b)
of the Investment Company Act. On January 11, 2006, the
District Court granted defendants motion for reconsideration
and dismissed the remaining Section 36(b) claim. On May 31,
2006 the District Court denied plaintiffs motion for leave
to file an amended complaint.

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