Securities and Exchange Commission
Washington, D.C 20549
Rule 24f-2 Notice
for
The Hudson River Trust
1345 Avenue of the Americas
New York, New York l0l05
under the
Investment Company Act of l940
File No. 2-94996
(i) Fiscal year for which this Notice is filed:
January 1, l994 through December 31, l994
(ii) Number or amount of securities of the same class or series,
if any, which had been registered under the Securities Act of l933
other than pursuant to Rule 24f-2 under the Investment Company Act of
l940 (the "Act") but which remained unsold at the beginning of such
fiscal year:
None
(iii) Number or amount of securities, if any, registered during
such fiscal year other than pursuant to Rule 24f-2:
None
(iv) Number or amount of securities sold during such fiscal year:
Money Market Portfolio 34,864,688
Intermediate Government 3,760,694
Securities Portfolio
High Yield Portfolio 3,096,529
Balanced Portfolio 10,355,446
Common Stock Portfolio 35,758,326
Global Portfolio 21,053,323
Aggressive Stock Portfolio 23,071,977
Conservative Investors 6,795,540
Portfolio
Growth Investors Portfolio 15,839,742
Quality Bond Portfolio 3,600,969
Growth and Income Portfolio 3,211,395
Equity Index Portfolio 3,972,324
Total 165,380,953
(v) Number or amount of securities sold during such fiscal year
in reliance upon Rule 24f-2:
Money Market Portfolio 34,864,688
Intermediate Government 3,760,694
Securities Portfolio
High Yield Portfolio 3,096,529
Balanced Portfolio 10,355,446
Common Stock Portfolio 35,758,326
Global Portfolio 21,053,323
Aggressive Stock Portfolio 23,071,977
Conservative Investors 6,795,540
Portfolio
Growth Investors Portfolio 15,839,742
Quality Bond Portfolio 3,600,969
Growth and Income Portfolio 3,211,395
Equity Index Portfolio 3,972,324
Total 165,380,953*
Exhibit: Opinion of Messrs. Ropes & Gray
- - - ------------------------
*The filing fee of $500,642.02 representing, $22,597.45 Money
Market Portfolio, $(35,759.25) Intermediate Government
Securities Portfolio, $2,973.39 High Yield Portfolio,
$27,169.64 Balanced Portfolio, $143,672.93 Common Stock
Portfolio, $94,718.24 Global Portfolio, $112,045.21 Aggressive
Stock Portfolio, $22,336.58 Conservative Investors Portfolio,
$77,970.89 Growth Investors Portfolio, $9,905.83 Quality Bond
Portfolio, $10,449.40 Growth and Income Portfolio and
$12,561.71 Equity Index Portfolio is calculated in accordance
with Rule 24f-2(c) of the Act and Section 6(b) of the
Securities Act of 1933 and is based on the following: the
actual aggregate sales price of the 165,380,953 shares of
beneficial interest sold during such period in reliance upon
Rule 24f-2 was $2,519,129,781 (representing $355,157,130 for
the Money Market Portfolio; $36,455,795 for the Intermediate
Government Securities Portfolio; $30,003,628 for the High
Yield Portfolio; $163,763,699 for the Balanced Portfolio;
$520,896,037 for the Common Stock Portfolio; $302,129,663 for
the Global Portfolio; $691,803,895 for the Aggressive Stock
Portfolio; $72,545,380 for the Conservative Investors
Portfolio; $240,852,053 for the Growth Investors Portfolio;
$33,996,457 for the Quality Bond Portfolio; $31,788,696 for
the Growth and Income Portfolio and $39,737,348 for the Equity
Index Portfolio); the actual aggregate dollar amount of shares
of beneficial interest redeemed during the period was
$1,067,278,021 (representing $289,624,991 for the Money Market
Portfolio; $140,156,888 for the Intermediate Government
Securities Portfolio; $21,380,848 for the High Yield
Portfolio; $84,972,287 for the Balanced Portfolio;
$104,247,444 for the Common Stock Portfolio; $27,448,676 for
the Global Portfolio; $366,875,063 for the Aggressive Stock
Portfolio; $7,769,739 for the Conservative Investors
Portfolio; $14,738,042 for the Growth Investors Portfolio;
$5,269,742 for the Quality Bond Portfolio; $1,485,659 for the
Growth and Income Portfolio and $3,308,642 for the Equity
Index Portfolio); none of which was previously used for
reduction pursuant to Rule 24e-2(a) in filings made pursuant
to Rule 24e-1 and all of which is being used for reduction
pursuant to this Rule 24f-2 Notice.
SIGNATURE
Pursuant to the requirements of Rule 24f-2 under the Investment
Company Act of l940, The Hudson River Trust has duly caused this Rule
24f-2 Notice to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York and the State of New York, on
the 23rd day of February, l995.
The Hudson River Trust
by
Andrew L. Gangolf
Assistant Secretary
February 24, 1995
The Hudson River Trust
1345 Avenue of the Americas
New York, New York 10105
Gentlemen:
You have informed us that you intend to file a Rule 24f-2
notice (the "Notice") with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 24f-2 (the "Rule") under the
Investment Company Act of 1940, as amended, making definite the
registration of 165,380,953 shares of beneficial interest,
$0.00001 par value (the "Shares"), of your Money Market
Portfolio, Intermediate Government Portfolio, Quality Bond
Portfolio, High Yield Portfolio, Balanced Portfolio, Growth and
Income Portfolio, Equity Index Portfolio, Common Stock Portfolio,
Global Portfolio, Aggressive Stock Portfolio, Conservative
Investors Portfolio and Growth Investors Portfolio (each, a
"Fund") sold in reliance upon the Rule during your fiscal year
ended December 31, 1994.
We have examined your Agreement and Declaration of Trust as
on file at the office of the Secretary of State of The
Commonwealth of Massachusetts. We are familiar with the actions
taken by your Trustees to authorize the issue and sale from time
to time of your Shares of beneficial interest. We have assumed
for purposes of this opinion that all necessary action has been
taken to create each of the Funds. We also have assumed that
upon the issuance of the Shares, the Trust will receive the net
asset value thereof, which in all cases will at least be equal to
the par value thereof. We have also examined a copy of your
Bylaws and such other documents as we have deemed necessary for
the purposes of this opinion.
Based on the foregoing, we are of the opinion that the
Shares have been duly authorized and validly issued and are fully
paid and nonassessable.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that
the notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Trust or
its Trustees.
We consent to this opinion accompanying the Notice.
Very truly yours,
Ropes & Gray
