<PAGE>
Filed Pursuant to Rule 497(e)
Registration File No.: 2-94996
811-4185
THE HUDSON RIVER TRUST
SUPPLEMENT DATED DECEMBER 16, 1996
TO
PROSPECTUS DATED MAY 1, 1996
RELATING TO CLASS IA SHARES
NEW ADVISORY AGREEMENT. On December 13, 1996, the Board of Trustees
("Trustees") of The Hudson River Trust (the "Trust") approved a new
investment advisory agreement ("New Agreement"), which will effectively
change the fees paid to Alliance Capital Management L.P. ("Alliance") for
management of the various portfolios which comprise the Trust (the
"Portfolios"). The implementation of the New Agreement is subject to
shareholder approval, and, if so approved, would become effective on or about
May 1, 1997.
Alliance currently serves as the investment adviser to each Portfolio of
the Trust under the terms of an investment advisory agreement dated as of
July 22, 1993 (the "Current Agreement"). The New Agreement differs from the
Current Agreement, as amended, primarily in two respects: (i) the New
Agreement provides for a different fee structure that, at current asset
levels, results in higher fees for six of the Portfolios and the same or
lower fees for the seven other Portfolios and (ii) the New Agreement allows
the Trust to contract with third parties and pay them for non-advisory
services currently required to be provided by Alliance and its affiliates. It
is currently expected that, initially, accounting services would be the only
non-advisory services separately contracted for by the Trust and that such
accounting services would be rendered at an aggregate annual cost to the
Trust of approximately $750,000.
1
<PAGE>
Under the New Agreement, each Portfolio would pay Alliance a monthly fee
at an annual rate calculated as a percentage of each Portfolio's average
daily net assets:
AVERAGE DAILY NET ASSETS
<TABLE>
<CAPTION>
FIRST $750 NEXT $750 NEXT $1 NEXT $2.5
MILLION MILLION BILLION BILLION THEREAFTER
-------------- -------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C>
INTERNATIONAL PORTFOLIOS
International .............. 0.900% 0.825% 0.800% 0.780% 0.770%
Global ..................... 0.675% 0.600% 0.550% 0.530% 0.520%
EQUITY PORTFOLIOS
Aggressive Stock ........... 0.625% 0.575% 0.525% 0.500% 0.475%
Common Stock ............... 0.475% 0.425% 0.375% 0.355% 0.345%*
Growth & Income ............ 0.550% 0.525% 0.500% 0.480% 0.470%
ASSET ALLOCATION PORTFOLIOS
Growth Investors ........... 0.550% 0.500% 0.450% 0.425% 0.400%
Balanced ................... 0.450% 0.400% 0.350% 0.325% 0.300%
Conservative Investors .... 0.475% 0.425% 0.375% 0.350% 0.325%
FIXED INCOME PORTFOLIOS
High Yield ................. 0.600% 0.575% 0.550% 0.530% 0.520%
Quality Bond ............... 0.525% 0.500% 0.475% 0.455% 0.445%
Intermediate Govt .......... 0.500% 0.475% 0.450% 0.430% 0.420%
OTHER PORTFOLIOS
Equity Index ............... 0.325% 0.300% 0.275% 0.255% 0.245%
Money Market ............... 0.350% 0.325% 0.300% 0.280% 0.270%
</TABLE>
- ------------
* On assets in excess of $10 billion, the management fee for the Common
Stock Portfolio is reduced to 0.335% of average daily net assets.
The foregoing supersedes the table contained under the heading "Management
of the Trust -- The Investment Adviser" in the Prospectus.
Under the New Agreement, and based on Portfolio asset levels as of
September 30, 1996, (a) annual advisory fees paid by the Global, Aggressive
Stock, Common Stock, Growth Investors, Balanced and High Yield Portfolios
would increase, (b) annual advisory fees paid by the Conservative Investors,
Quality Bond, Equity Index and Money Market Portfolios would decrease and (c)
annual advisory fees paid by the International, Growth & Income and
Intermediate U.S. Government Securities Portfolios would remain the same. All
Portfolios would be expected to bear additional costs for accounting services
as described above.
The table below illustrates the effect that the proposed changes
(including the increased cost of accounting services) would have on the
Portfolios assuming average net assets at levels equal to assets as of
September 30, 1996:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
--------------------------------------------------------------
ASSETS CURRENT ANNUAL EXPENSES PROPOSED ANNUAL EXPENSES
(MILLIONS) (AS A PERCENTAGE OF NET (AS A PERCENTAGE OF NET
NAME OF PORTFOLIO (UNAUDITED) ASSETS) ASSETS)
- ----------------------- ----------- ----------------------- ------------------------
<S> <C> <C> <C>
International .......... $ 125.8 0.980% 0.988%
Global ................. 910.8 0.594% 0.733%
Aggressive Stock ....... 3,676.7 0.479% 0.572%
Common Stock ........... 6,061.1 0.377% 0.405%
Growth & Income ........ 183.0 0.576% 0.591%
Growth Investors ....... 1,203.9 0.558% 0.573%
Balanced ............... 1,591.8 0.399% 0.458%
Conservative Investors 275.8 0.588% 0.525%
High Yield ............. 176.2 0.588% 0.654%
Quality Bond ........... 173.7 0.589% 0.580%
Intermediate US Govt .. 83.8 0.562% 0.586%
Equity Index ........... 346.5 0.385% 0.372%
Money Market ........... 362.1 0.430% 0.392%
</TABLE>
2
<PAGE>
THE HUDSON RIVER TRUST
SUPPLEMENT DATED DECEMBER 16, 1996
TO
PROSPECTUS DATED MAY 1, 1996
RELATING TO CLASS IB SHARES
NEW ADVISORY AGREEMENT. On December 13, 1996, the Board of Trustees
("Trustees") of The Hudson River Trust (the "Trust") approved a new
investment advisory agreement ("New Agreement"), which will effectively
change the fees paid to Alliance Capital Management L.P. ("Alliance") for
management of the various portfolios which comprise the Trust (the
"Portfolios"). The implementation of the New Agreement is subject to
shareholder approval, and, if so approved, would become effective on or about
May 1, 1997.
Alliance currently serves as the investment adviser to each Portfolio of
the Trust under the terms of an investment advisory agreement dated as of
July 22, 1993 (the "Current Agreement"). The New Agreement differs from the
Current Agreement, as amended, primarily in two respects: (i) the New
Agreement provides for a different fee structure and (ii) the New Agreement
allows the Trust to contract with third parties and pay them for non-advisory
services currently required to be provided by Alliance and its affiliates. It
is currently expected that, initially, accounting services would be the only
non-advisory services separately contracted for by the Trust and that such
accounting services would be rendered at an aggregate annual cost to the
Trust of approximately $750,000.
1
<PAGE>
Under the New Agreement, each Portfolio available through your Income
Manager (Service Mark) variable annuity would pay Alliance a monthly fee at
an annual rate calculated as a percentage of each Portfolio's average daily
net assets:
AVERAGE DAILY NET ASSETS
<TABLE>
<CAPTION>
FIRST $750 NEXT $750 NEXT $1 NEXT $2.5
MILLION MILLION BILLION BILLION THEREAFTER
-------------- -------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C>
PORTFOLIOS
Aggressive Stock 0.625% 0.575% 0.525% 0.500% 0.475%
Common Stock ..... 0.475% 0.425% 0.375% 0.355% 0.345%*
Growth Investors 0.550% 0.500% 0.450% 0.425% 0.400%
Global ........... 0.675% 0.600% 0.550% 0.530% 0.520%
High Yield ....... 0.600% 0.575% 0.550% 0.530% 0.520%
Money Market ..... 0.350% 0.325% 0.300% 0.280% 0.270%
</TABLE>
- ------------
* On assets in excess of $10 billion, the management fee for the Common
Stock Portfolio is reduced to 0.335% of average daily net assets.
The foregoing supersedes the table contained under the heading "Management
of the Trust -- The Investment Adviser" in the Prospectus.
Under the New Agreement, and based on Portfolio asset levels as of
September 30, 1996, annual advisory fees paid by the Aggressive Stock, Common
Stock, Growth Investors, Global, Balanced and High Yield Portfolios would
increase, and annual advisory fees paid by the Money Market Portfolio would
decrease. All Portfolios would be expected to bear additional costs for
accounting services as described above.
The table below illustrates the effect that the proposed changes
(including the increased cost of accounting services) would have on the
Portfolios assuming average net assets at levels equal to assets as of
September 30, 1996:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
--------------------------------------------------------------
ASSETS CURRENT ANNUAL EXPENSES PROPOSED ANNUAL EXPENSES
(MILLIONS) (AS A PERCENTAGE OF NET (AS A PERCENTAGE OF NET
NAME OF PORTFOLIO (UNAUDITED) ASSETS) ASSETS)
- ----------------- ----------- ----------------------- ------------------------
<S> <C> <C> <C>
Aggressive Stock $3,676.7 0.729% 0.822%
Common Stock ..... 6,061.1 0.627% 0.655%
Growth Investors 1,203.9 0.808% 0.823%
Global ........... 910.8 0.844% 0.983%
High Yield ....... 176.2 0.838% 0.904%
Money Market ..... 362.1 0.680% 0.642%
</TABLE>
2
<PAGE>
THE HUDSON RIVER TRUST
SUPPLEMENT DATED DECEMBER 16, 1996
TO
PROSPECTUS DATED MAY 1, 1996
RELATING TO CLASS IA SHARES
NEW ADVISORY AGREEMENT. On December 13, 1996, the Board of Trustees
("Trustees") of The Hudson River Trust (the "Trust") approved a new
investment advisory agreement ("New Agreement"), which will effectively
change the fees paid to Alliance Capital Management L.P. ("Alliance") for
management of the various portfolios which comprise the Trust (the
"Portfolios"). The implementation of the New Agreement is subject to
shareholder approval, and, if so approved, would become effective on or about
May 1, 1997.
Alliance currently serves as the investment adviser to each Portfolio of
the Trust under the terms of an investment advisory agreement dated as of
July 22, 1993 (the "Current Agreement"). The New Agreement differs from the
Current Agreement, as amended, primarily in two respects: (i) the New
Agreement provides for a different fee structure and (ii) the New Agreement
allows the Trust to contract with third parties and pay them for non-advisory
services currently required to be provided by Alliance and its affiliates. It
is currently expected that, initially, accounting services would be the only
non-advisory services separately contracted for by the Trust and that such
accounting services would be rendered at an aggregate annual cost to the
Trust of approximately $750,000.
1
<PAGE>
Under the New Agreement, each Portfolio available through your Income
Manager (Service Mark) variable annuity would pay Alliance a monthly fee at
an annual rate calculated as a percentage of each Portfolio's average daily
net assets:
AVERAGE DAILY NET ASSETS
<TABLE>
<CAPTION>
FIRST $750 NEXT $750 NEXT $1 NEXT $2.5
MILLION MILLION BILLION BILLION THEREAFTER
-------------- -------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C>
International .......... 0.900% 0.825% 0.800% 0.780% 0.770%
Global ................. 0.675% 0.600% 0.550% 0.530% 0.520%
Aggressive Stock ....... 0.625% 0.575% 0.525% 0.500% 0.475%
Common Stock ........... 0.475% 0.425% 0.375% 0.355% 0.345%*
Growth & Income ........ 0.550% 0.525% 0.500% 0.480% 0.470%
Growth Investors ....... 0.550% 0.500% 0.450% 0.425% 0.400%
Conservative Investors 0.475% 0.425% 0.375% 0.350% 0.325%
Intermediate Govt ...... 0.500% 0.475% 0.450% 0.430% 0.420%
Money Market ........... 0.350% 0.325% 0.300% 0.280% 0.270%
</TABLE>
- ------------
* On assets in excess of $10 billion, the management fee for the Common
Stock Portfolio is reduced to 0.335% of average daily net assets.
The foregoing supersedes the table contained under the heading "Management
of the Trust -- The Investment Adviser" in the Prospectus.
Under the New Agreement, and based on Portfolio asset levels as of
September 30, 1996, (a) annual advisory fees paid by the Global, Aggressive
Stock, Common Stock, Growth Investors and Balanced Portfolios would increase,
(b) annual advisory fees paid by the Conservative Investors, and Money Market
Portfolios would decrease and (c) annual advisory fees paid by the
International, Growth & Income and Intermediate U.S. Government Securities
Portfolios would remain the same. All Portfolios would be expected to bear
additional costs for accounting services as described above.
The table below illustrates the effect that the proposed changes
(including the increased cost of accounting services) would have on the
Portfolios assuming average net assets at levels equal to assets as of
September 30, 1996:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
--------------------------------------------------------------
ASSETS CURRENT ANNUAL EXPENSES PROPOSED ANNUAL EXPENSES
(MILLIONS) (AS A PERCENTAGE OF NET (AS A PERCENTAGE OF NET
NAME OF PORTFOLIO (UNAUDITED) ASSETS) ASSETS)
- ----------------------- ----------- ----------------------- ------------------------
<S> <C> <C> <C>
International .......... $ 125.8 0.980% 0.988%
Global ................. 910.8 0.594% 0.733%
Aggressive Stock ....... 3,676.7 0.479% 0.572%
Common Stock ........... 6,061.1 0.377% 0.405%
Growth & Income ........ 183.0 0.576% 0.591%
Growth Investors ....... 1,203.9 0.558% 0.573%
Conservative Investors 275.8 0.588% 0.525%
Intermediate US Govt .. 83.8 0.562% 0.586%
Money Market ........... 362.1 0.430% 0.392%
</TABLE>
2
<PAGE>
THE HUDSON RIVER TRUST
SUPPLEMENT DATED DECEMBER 16, 1996
TO
PROSPECTUS DATED MAY 1, 1996
RELATING TO CLASS IA SHARES
NEW ADVISORY AGREEMENT. On December 13, 1996, the Board of Trustees
("Trustees") of The Hudson River Trust (the "Trust") approved a new
investment advisory agreement ("New Agreement"), which will effectively
change the fees paid to Alliance Capital Management L.P. ("Alliance") for
management of the various portfolios which comprise the Trust (the
"Portfolios"). The implementation of the New Agreement is subject to
shareholder approval, and, if so approved, would become effective on or about
May 1, 1997.
Alliance currently serves as the investment adviser to each Portfolio of
the Trust under the terms of an investment advisory agreement dated as of
July 22, 1993 (the "Current Agreement"). The New Agreement differs from the
Current Agreement, as amended, primarily in two respects: (i) the New
Agreement provides for a different fee structure and (ii) the New Agreement
allows the Trust to contract with third parties and pay them for non-advisory
services currently required to be provided by Alliance and its affiliates. It
is currently expected that, initially, accounting services would be the only
non-advisory services separately contracted for by the Trust and that such
accounting services would be rendered at an aggregate annual cost to the
Trust of approximately $750,000.
Under the New Agreement, each Portfolio available through Equitable's
Members Retirement Program would pay Alliance a monthly fee at an annual rate
calculated as a percentage of each Portfolio's average daily net assets:
AVERAGE DAILY NET ASSETS
<TABLE>
<CAPTION>
FIRST $750 NEXT $750 NEXT $1 NEXT $2.5
MILLION MILLION BILLION BILLION THEREAFTER
-------------- -------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C>
Global ................. 0.675% 0.600% 0.550% 0.530% 0.520%
Growth Investors ....... 0.550% 0.500% 0.450% 0.425% 0.400%
Conservative Investors 0.475% 0.425% 0.375% 0.350% 0.325%
</TABLE>
The foregoing supersedes the table contained under the heading "Management
of the Trust -- The Investment Adviser" in the Prospectus.
Under the New Agreement, and based on Portfolio asset levels as of
September 30, 1996, (a) annual advisory fees paid by the Global and Growth
Investors Portfolios would increase and (b) annual advisory fees paid by the
Conservative Investors Portfolio would decrease. All Portfolios would be
expected to bear additional costs for accounting services as described above.
The table below illustrates the effect that the proposed changes
(including the increased cost of accounting services) would have on the
Portfolios assuming average net assets at levels equal to assets as of
September 30, 1996:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
--------------------------------------------------------------
ASSETS CURRENT ANNUAL EXPENSES PROPOSED ANNUAL EXPENSES
(MILLIONS) (AS A PERCENTAGE OF NET (AS A PERCENTAGE OF NET
NAME OF PORTFOLIO (UNAUDITED) ASSETS) ASSETS)
- ----------------------- ----------- ----------------------- ------------------------
<S> <C> <C> <C>
Global ................. $ 910.8 0.594% 0.733%
Growth Investors ....... 1,203.9 0.558% 0.573%
Conservative Investors 275.8 0.588% 0.525%
</TABLE>
1
<PAGE>
THE HUDSON RIVER TRUST
SUPPLEMENT DATED DECEMBER 16, 1996
TO
PROSPECTUS DATED MAY 1, 1996
RELATING TO CLASS IA SHARES
NEW ADVISORY AGREEMENT. On December 13, 1996, the Board of Trustees
("Trustees") of The Hudson River Trust (the "Trust") approved a new
investment advisory agreement ("New Agreement"), which will effectively
change the fees paid to Alliance Capital Management L.P. ("Alliance") for
management of the various portfolios which comprise the Trust (the
"Portfolios"). The implementation of the New Agreement is subject to
shareholder approval, and, if so approved, would become effective on or about
May 1, 1997.
Alliance currently serves as the investment adviser to each Portfolio of
the Trust under the terms of an investment advisory agreement dated as of
July 22, 1993 (the "Current Agreement"). The New Agreement differs from the
Current Agreement, as amended, primarily in two respects: (i) the New
Agreement provides for a different fee structure and (ii) the New Agreement
allows the Trust to contract with third parties and pay them for non-advisory
services currently required to be provided by Alliance and its affiliates. It
is currently expected that, initially, accounting services would be the only
non-advisory services separately contracted for by the Trust and that such
accounting services would be rendered at an aggregate annual cost to the
Trust of approximately $750,000.
1
<PAGE>
Under the New Agreement, each Portfolio available through your Equitable
variable annuity contract would pay Alliance a monthly fee at an annual rate
calculated as a percentage of each Portfolio's average daily net assets:
AVERAGE DAILY NET ASSETS
<TABLE>
<CAPTION>
FIRST $750 NEXT $750 NEXT $1 NEXT $2.5
MILLION MILLION BILLION BILLION THEREAFTER
-------------- -------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C>
International .......... 0.900% 0.825% 0.800% 0.780% 0.770%
Global ................. 0.675% 0.600% 0.550% 0.530% 0.520%
Growth & Income ........ 0.550% 0.525% 0.500% 0.480% 0.470%
Growth Investors ....... 0.550% 0.500% 0.450% 0.425% 0.400%
Conservative Investors 0.475% 0.425% 0.375% 0.350% 0.325%
High Yield ............. 0.600% 0.575% 0.550% 0.530% 0.520%
Quality Bond ........... 0.525% 0.500% 0.475% 0.455% 0.445%
Intermediate Govt ...... 0.500% 0.475% 0.450% 0.430% 0.420%
Equity Index ........... 0.325% 0.300% 0.275% 0.255% 0.245%
Money Market ........... 0.350% 0.325% 0.300% 0.280% 0.270%
</TABLE>
The foregoing supersedes the table contained under the heading "Management
of the Trust -- The Investment Adviser" in the Prospectus.
Under the New Agreement, and based on Portfolio asset levels as of
September 30, 1996, (a) annual advisory fees paid by the Global, Growth
Investors and High Yield Portfolios would increase, (b) annual advisory fees
paid by the Conservative Investors, Quality Bond, Equity Index and Money
Market Portfolios would decrease and (c) annual advisory fees paid by the
International, Growth & Income and Intermediate U.S. Government Securities
Portfolios would remain the same. All Portfolios would be expected to bear
additional costs for accounting services as described above.
The table below illustrates the effect that the proposed changes
(including the increased cost of accounting services) would have on the
Portfolios assuming average net assets at levels equal to assets as of
September 30, 1996:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
--------------------------------------------------------------
ASSETS CURRENT ANNUAL EXPENSES PROPOSED ANNUAL EXPENSES
(MILLIONS) (AS A PERCENTAGE OF NET (AS A PERCENTAGE OF NET
NAME OF PORTFOLIO (UNAUDITED) ASSETS) ASSETS)
- ----------------------- ----------- ----------------------- ------------------------
<S> <C> <C> <C>
International .......... $ 125.8 0.980% 0.988%
Global ................. 910.8 0.594% 0.733%
Growth & Income ........ 183.0 0.576% 0.591%
Growth Investors ....... 1,203.9 0.558% 0.573%
Conservative Investors 275.8 0.588% 0.525%
High Yield ............. 176.2 0.588% 0.654%
Quality Bond ........... 173.7 0.589% 0.580%
Intermediate US Govt .. 83.8 0.562% 0.586%
Equity Index ........... 346.5 0.385% 0.372%
Money Market ........... 362.1 0.430% 0.392%
</TABLE>
2
