AllianceBernstein Variable Products Series Fund.
June-07

Exhibit 77E

Legal Proceedings
As has been previously reported, the staff of the U.S. Securities
and ExchangeCommission ("SEC") and the Office of 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.

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 Adviser's 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 with respect to certain AllianceBernstein
Variable Products Series Fund portfolios. On September 7, 2004,
the Fund's investment advisory agreement was amended to reflect
the reduced advisory fees (please refer to the schedule below for
details).

                                                             Advisory Fee Rates





Reduced Annual Rates After Fee Waiver, Effective January 1, 2004




Investment Advisory Agreement was amended on
September 7, 2004








Portfolio

1st $2.5 billion
Next $2.5 billion
Over $5 billion

AB VP International Value

0.75%
0.65%
0.60%

AB  VP Growth & Income

0.55%
0.45%
0.40%

AB VP Global Bond

0.45%
0.40%
0.35%

AB VP Large Cap Growth

0.75%
0.65%
0.60%

AB VP U.S. Government High Grade

0.45%
0.40%
0.35%

AB VP Balanced Shares

0.55%
0.45%
0.40%


AB VP International Research Growth

0.75%
0.65%
0.60%

AB VP Money Market

0.45%
0.40%
0.35%

AB VP Americas Gov't Income Trust

0.50%
0.45%
0.40%

AB VP Utility Income

0.55%
0.45%
0.40%

AB VP Global Dollar Government

0.50%
0.45%
0.40%

AB VP Growth

0.75%
0.65%
0.60%

AB VP International Growth

0.75%
0.65%
0.60%

AB VP Small Mid Cap Value

0.75%
0.65%
0.60%

AB VP Value

0.55%
0.45%
0.40%

AB VP Global Technology

0.75%
0.65%
0.60%

AB VP Small Cap Growth

0.75%
0.65%
0.60%

AB VP Real Estate Investment

0.55%
0.45%
0.40%

AB VP High Yield

0.50%
0.45%
0.40%

AB VP Blended Style - U.S. Large Cap

0.65%
0.55%
0.50%












**Fees based on the annual rate of the Portfolio's average daily net assets**



A special committee of the Adviser's Board of Directors,
comprised of the members of the Adviser's Audit Committee and
the other independent member of the Adviser's Board, directed and
oversaw an internal investigation and a comprehensive review of
the facts and circumstances relevant to the SEC's and the NYAG's
investigations.

In addition, the Independent Directors of the Fund ("the
Independent Directors") 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 Virginia's
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 Adviser's
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 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. 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.
On June 30, 2007, plaintiffs' time to file an appeal expired. On
July 11, 2007 the parties submitted a fully executed Stipulation
Withdrawing Appeal to the court.

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.