AllianceBernstein Trust
May-07

Exhibit 77E

Legal Proceedings
As has been previously reported, the staff of the U.S. Securities
and Exchange Commission (SEC) and the Office of New York Attorney
General (NYAG) have been investigating practices in the mutual
fund industry identified asmarket 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.

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
Discontinuance 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 until
December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order and the NYAG Order
contemplate that the Advisers registered investment company clients,
including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order
and effective January 1, 2004, the Adviser began waiving a portion
of its advisory fee. On September 7, 2004, the Funds investment
advisory agreement was amended to reflect the reduced advisory fee
so as to charge AllianceBernstein Global Value, AllianceBernstein
International Value Fund and AllianceBernstein Small/Mid Cap Value
at the reduced annual rate of .75% of the first $2.5 billion, .65%
of the next $2.5 billion and .60% in excess of $5 billion, of the
average daily net assets of each Fund.  AllianceBernstein Value
Fund is charged .55% of the first $2.5 billion, .45% of the next
$2.5 billion and .40% in excess of $5 billion, of the average daily
net assets of the Fund.

A special committee of the Advisers Board of Directors, comprised of
the members of the Advisers Audit Committee and the other independent
member of the Advisers Board, directed and oversaw an internal
investigation and a comprehensive review of the facts and
circumstances relevant to the SECs and the NYAGs investigations.

In addition, the Independent Trustees of the Trust (the Independent
Trustees) have conducted an investigation of the above-mentioned
matters with the advice of an independent economic consultant and
independent counsel.


On October 2, 2003, a purported class action complaint entitled
Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al.
(Hindo Complaint) was filed against the Adviser, Alliance Capital
Management Holding L.P. (Alliance Holding), Alliance Capital
Management Corporation, AXA Financial, Inc., the AllianceBernstein
Funds, certain officers of the Adviser (Alliance defendants), and
certain other defendants not affiliated with the Adviser, as well as
unnamed Doe defendants. The Hindo Complaint was filed in the United
States District Court for the Southern District of New York by
alleged shareholders of two of the AllianceBernstein Funds. The Hindo
Complaint alleges that certain of the Alliance defendants failed to
disclose that they improperly allowed certain hedge funds and other
unidentified parties to engage in late trading and market timing of
AllianceBernstein Fund securities, violating Sections 11 and 15 of
the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and
Sections 206 and 215 of the Advisers Act. Plaintiffs seek an
unspecified amount of compensatory damages and rescission of their
contracts with the Adviser, including recovery of all fees paid to
the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual
allegations generally similar to those in the Hindo Complaint were
filed in various federal and state courts against the Adviser and
certain other defendants. On February 20, 2004, the Judicial Panel
on Multidistrict Litigation transferred all actions to the United
States District Court for the District of Maryland (the Mutual Fund
MDL).

On September 29, 2004, plaintiffs filed consolidated amended
complaints with respect to four claim types: mutual fund shareholder
claims; mutual fund derivative claims; derivative claims brought on
behalf of Alliance Holding; and claims brought under ERISA by
participants in the Profit Sharing Plan for Employees of the Adviser.
All four complaints include substantially identical factual
allegations, which appear to be based in large part on the SEC Order
and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in
the mutual fund shareholder claims, mutual fund derivative claims,
and ERISA claims entered into a confidential memorandum of
understanding (MOU) containing their agreement to settle these claims.
The agreement will be documented by a stipulation
of settlement and will be submitted for court approval at a later
date. The derivative claims brought on behalf of Alliance Holding
remain pending.

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 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 the Hindo
Complaint. On October 19, 2005, the WVAG Complaint was transferred
to the Mutual Fund MDL.

On August 30, 2005, 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 Commission
Order and the NYAG Order. On January 25, 2006, the Adviser and
Alliance Holding moved to vacate the Summary Order. In early
September 2006, the court denied this motion, and the Supreme Court
of Appeals in West Virginia denied the defendants petition for appeal.
On September 22, 2006, the Adviser and Alliance Holding filed an
answer and moved to dismiss the Summary Order with the West Virginia
Securities Commissioner.

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 againstthe Adviser, Alliance Holding , 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 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 fundrelated 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. On July 5, 2006, plaintiffs filed a notice of appeal which
was subsequently withdrawn subject to plaintiffs right to reinstate
it at a later date.


It is possible that these matters and/or other developments resulting
from these matters could result in increased redemptions of the
AllianceBernstein Mutual Funds shares or other adverse consequences
to the AllianceBernstein Mutual Funds. This may require the
AllianceBernstein Mutual Funds to sell investments held by those
funds to provide for sufficient liquidity and could also have an
adverse effect on the investment performance of the AllianceBernstein
Mutual Funds. However, the Adviser believes that these matters are
not likely to have a material adverse effect on its ability to
perform advisory services relating to the AllianceBernstein Mutual
Funds.