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 Fund's 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
"Subsequent Events" 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, more than thirty private 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 Fund's
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.

Subsequent Events
On December 18, 2003, Alliance Capital, the Fund's 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 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 the market timing
relationships described in the SEC Order (i.e., relationships Alliance
Capital maintained with some investors who were permitted to engage in
market timing trades in some of the AllianceBernstein Mutual Funds in
return for or in connection with making investments (which were not
actively traded) in other Alliance Capital products, including hedge
funds and mutual funds, for which Alliance Capital receives advisory
fees). 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 Capital's 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.