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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer:
The Hudson River Trust
1345 Avenue of the Americas
New York, NY 10105
2. Name of each series or class of funds for which this notice is filed:
Aggressive Stock Portfolio (Class IA and Class IB)
Balanced Portfolio (Class IA)
Common Stock Portfolio (Class IA and Class IB)
Conservative Investors Portfolio (Class IA)
Equity Index Portfolio (Class IA)
Global Portfolio (Class IA and Class IB)
Growth and Income Portfolio (Class IA)
Growth Investors Portfolio (Class IA and Class IB)
High Yield Portfolio (Class IA and Class IB)
Intermediate Government Securities Portfolio (Class IA)
International Portfolio (Class IA)
Money Market Portfolio (Class IA and Class IB)
Quality Bond Portfolio (Class IA)
3. Investment Company Act File Number:
811-04185
Securities Act File Number:
2-94996
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check the box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
Not Applicable
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
$ 77,939,143*
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
214,884,404 ($77,939,143*)
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see instruction B.7):
Not Applicable
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $77,939,143
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + -0-
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(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - -0-
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(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + -0-
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(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)]
(if applicable): 77,939,143
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
instruction C.6): 1
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x 3300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $23,617.92
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Instruction: Issuers should complete line (ii), (iii), and (v) only if the form
is being filed within 60 days after the close of the issuer's fiscal year. See
Instruction C.3.
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* Does not include shares sold to separate accounts, the interests in which are
registered for sale under the Securities Act of 1933, as amended, and with
respect to which fees have been or will be paid, in accordance with
Instructions B.5 and C.4 to Form 24F-2.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
March 3, 1997
SIGNATURE
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
By (Signature and Title)* ANDREW GANGOLF
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Assistant Secretary
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Date: March 3, 1997
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*Please print the name and title of the signing officer below the signature.
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[Ropes & Gray Letterhead]
The Hudson River Trust March 3, 1997
WRITER'S DIRECT DIAL NUMBER: (617) 951-7000
March 3, 1997
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 notice on Form 24F-2
(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 214,884,404 shares of
beneficial interest, $0.00001 par value (the "Shares"), of your Aggressive
Stock Portfolio, Balanced Portfolio, Common Stock Portfolio, Conservative
Investors Portfolio, Equity Index Portfolio, Global Portfolio, Growth and
Income Portfolio, Growth Investors Portfolio, High Yield Portfolio,
Intermediate Government Securities Portfolio, International Portfolio, Money
Market Portfolio and Quality Bond Portfolio (each, a "Fund") sold in reliance
upon the Rule during your fiscal year ended December 31, 1996. We understand
that the Shares do not include shares issued pursuant to reinvestment of
dividends and that the fee accompanying the Notice does not take into account
(i) those reinvestment shares, (ii) a deduction for shares redeemed during said
fiscal year, or (iii) shares of beneficial interest of the Funds sold to
separate accounts, the interests in which are registered for sale under the
Securities Act of 1933, as amended, and fees with respect to which have been or
will be paid.
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.
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The Hudson River Trust March 3, 1997
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
