AllianceBernstein International Growth Fund

June-07

Exhibit 77E

Legal Proceedings

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 (“AllianceBernstein

defendants”), and certain other unaffiliated defendants, 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 AllianceBernstein

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.

Following 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. All state court

actions against the Adviser either were voluntarily dismissed or removed to federal

court. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred

all federal 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 Order of the SEC dated December 18, 2003 as amended and restated January

15, 2004 (“SEC Order”) and the New York State Attorney General Assurance

of Discontinuance dated September 1, 2004 (“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 settlement

amount ($30 million), which the Adviser previously accrued and disclosed, has

been disbursed. The derivative claims brought on behalf of Alliance Holding, in

which plaintiffs seek an unspecified amount of damages, remain pending.

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 unaffiliated defendants. 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 motion to dismiss the Summary Order

with the West Virginia Securities Commissioner.

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.