Form N-8F
I General Identifying Information
1. Reason fund is applying to deregister (check only one; for descriptions,
see Instruction 1 above):
|_| Merger
|X| Liquidation
|_| Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1 through
15, 24 and 25 of this form and complete verification at the end of
the form.)
|_| Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end of the
form.)
2. Name of fund: THE HUDSON RIVER TRUST
3. Securities and Exchange Commission File Nos.: 002-94996 and 811-4185
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
|X| Initial Application |_| Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
1345 Avenue of the Americas
New York, New York 10105
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
J.B. Kittredge, Esq. Edmund P. Bergan, Jr.
Ropes & Gray Alliance Capital Management L.P.
One International Place 1345 Avenue of the Americas
Boston, MA 02110-2624 New York, New York 10105
617-951-7392 212-969-2108
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund records in accordance with rules
31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
NOTE: Once deregistered, a fund is still required to maintain and preserve
the records described in rules 31a-1 and 31a-2 for the periods specified
in those rules.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York
10105
212-969-2155
8. Classification of fund (check only one):
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|X| Management company;
|_| Unit investment trust; or
|_| Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
|X| Open-end |_| Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts): Massachusetts
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York
10105
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Equitable Distributors, Inc.
787 Seventh Avenue
New York, New York
10019
EQ Financial Consultants, Inc.
1290 Avenue of the Americas
New York, New York
10104
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es): Not applicable
(b) Trustee's name(s) and address(es): Not applicable
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
|X| Yes |_| No
If Yes, for each UIT state:
As of October 14, 1999 (immediately preceeding the liquidation of the
Trust), the following UITs were serving as vehicles for investment in the
Trust:
Name(s): Separate Account A of the Equitable Life Assurance Society
of America
File No.: 811-01705
Business Address:*
Name(s): Separate Account 301 of the Equitable Life Assurance
Society of America
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File No.: 811-03301
Business Address:*
Name(s): Separate Account 45 of the Equitable Life Assurance Society
of America
File No.: 811-08754
Business Address:*
Name(s): Separate Account 49 of the Equitable Life Assurance Society
of America
File No.: 811-07659
Business Address:*
Name(s): Separate Account I of the Equitable Life Assurance Society
of America
File No.: 811-02581
Business Address:*
Name(s): Separate Account FP of the Equitable Life Assurance Society
of America
File No.: 811-04335
Business Address:*
Name(s): Separate Account VCA-FP of the Prudential Life Insurance
Company
File No.: 811-07953
Business Address: Newark, New Jersey.
Name(s): Separate Account VUL of Integrity Life Insurance Co.
File No.: 811-04338
Business Address: 515 West Market Street, 8th Floor, Louisville,
Kentucky 40202
Name(s): Separate Account VUL of National Integrity Life Insurance
Co.
File No.: 811-4667
Business Address: 515 West Market Street, 8th Floor, Louisville,
Kentucky 40202.
Name(s): Separate Account VL of Transamerica Occidental Life
Insurance Co.
File No.: 811-4511
Business Address: 1150 South Olive Street, Los Angeles, California
90015.
Name(s): Separate Account VUL of American Franklin Life Insurance
Co.
File No.: 811-5794
Business Address: # 1 Franklin Square, Springfield, Illinois 62713.
* The business address for each indicated separate account is 1290
Avenue of the Americas, New York, New York 10104.
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
|X| Yes |_| No
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If Yes, state the date on which the board vote took place: September
7, 1999.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in Liquidation or Abandonment of Registration?
|_| Yes |X| No
If Yes, state the date on which the shareholder vote took place:
If No, explain: The fund was liquidated in accordance with Article
IX, Section 9.4 of the fund's Amended and
Restated Agreement and Declaration of Trust,
which does not require shareholder approval
of a Liquidation.
II. Distribution to Shareholders
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
|X| Yes |_| No
(a) If Yes, list the date(s) on which the fund made those distributions:
October 18, 1999.
(b) Were the distributions made on the basis of net assets?
|X| Yes |_| No
(c) Were the distributions made pro rata based on share ownership?
|X| Yes |_| No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated: Not applicable.
(e) Liquidations only:
Were any distributions to shareholders made in kind?
|X| Yes |_| No
If Yes, indicate the percentage of fund shares owned by affiliates,
or any other affiliation of shareholders:
As of October 18, 1999, approximately 99.9% of fund shares were
owned by separate accounts of The Equitable. The Equitable is the
indirect parent of Alliance Capital Management L.P., the fund's
investment adviser.
17. Closed-end funds only:
Has the fund issued senior securities?
|_| Yes |_| No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
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|X| Yes |_| No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed? Not applicable.
(b) Describe the relationship of each remaining shareholder to the fund:
Not applicable.
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
|_| Yes |X| No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
Not applicable.
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed? (See
question 18 above)
|_| Yes |X| No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as
of the date this form is filed:
Not applicable.
(b) Why has the fund retained the remaining assets? Not applicable.
(c) Will the remaining assets be invested in securities? Not applicable.
|_| Yes |_| No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
|_| Yes |X| No
If Yes,
(a) Describe the type and amount of each debt or other liability: Not
applicable.
(b) How does the fund intend to pay these outstanding debts or other
liabilities? Not applicable.
IV. Information About Event(s) Leading to Request For Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal Expenses: Approximately $8,000.
(ii) Accounting expenses: None.
(iii) Other expenses (list and identify separately): None.
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(iv) Total expenses (sum of lines (i)-(iii) above): Approximately
$8,000.
(b) How were those expenses allocated? Portfolio by portfolio according
to net assets.
(c) Who paid those expenses? EQ Advisers Trust.
(d) How did the fund pay for unamortized expenses (if any)? Not
applicable.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
|_| Yes |X| No *
If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed: Not applicable.
* Although the fund has not itself filed an application for an order
in connection with this Liquidation, various separate accounts
that were shareholders of the fund filed applications for orders of
the Commission in connection with the in-kind redemption
distributions made by the fund on October 18, 1999. See, e.g. SEC
Release Nos. IC-23953 (notice) and IC-24009 (order).
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
|_| Yes |X| No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
Not applicable.
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
|_| Yes |X| No
If Yes, describe the nature and extent of those activities: Not
applicable.
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger: Not applicable.
(b) State the Investment Company Act file number of the fund surviving
the Merger: Not applicable.
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed: Not applicable.
(d) If the merger or reorganization agreement has not been filed with
the Commission, provide a copy of the agreement as an exhibit to
this form. Not applicable.
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VERIFICATION
The undersigned states that (i) he has executed this Form N-8F application
for an order under section 8(f) of the Investment Company Act of 1940 on behalf
of The Hudson River Trust, (ii) he is the Secretary of The Hudson River Trust,
and (iii) all actions by shareholders, directors, and any other body necessary
to authorize the undersigned to execute and file this Form N-8F application have
been taken. The undersigned also states that the facts set forth in this Form
N-8F application are true to the best of his knowledge, information and belief.
Reference is made to the Amended and Restated Agreement and Declaration of
Trust of the fund. Notice is hereby given that this instrument is executed on
behalf of the fund by an officer of the fund as an officer and not individually
and that the obligations of or arising out of this instrument are not binding
upon any of the Trustees, officers or shareholders of the fund individually, but
are binding only upon the assets and property of the fund.
EDMUND P. BERGAN, JR.
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Edmund P. Bergan, Jr.
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