SECURITIES AND EXCHANGE COMMISSION Securities Act of 1933 Release No. 7440 / August 26, 1997 Securities Exchange Act of 1934 Release No. 38976 / August 26, 1997 Investment Company Act of 1940 Release No. 22799 / August 26, 1997 Investment Advisers Act of 1940 Release No. 1651 / August 26. 1997 Administrative Proceeding No. 3-9374 IN THE MATTER OF HUDSON INVESTORS FUND, INC.; HUDSON ADVISERS, INC.; JAVED ANVER LATEF AND LARRY ALAN STOCKETT Administrative and cease-and-desist proceedings have been instituted pursuant to Section 8A of the Securities Act of 1933, Section 21C of the Securities Exchange Act of 1934, Sections 9(b), 9(d) and 9(f) of the Investment Company Act of 1940 and Sections 203(e), 203(f), 203(i) and 203(k) of the Investment Advisers Act of 1940 against Hudson Investors Fund, Inc. ("Hudson Fund") of Clifton, New Jersey; Hudson Advisers, Inc. ("Hudson Advisers") and Javed Anver Latef ("Latef") of Ridgewood, New Jersey; and Larry Alan Stockett ("Stockett") of Tiburon, California. The Order Instituting Proceedings alleges that Neuropro, Inc. ("Neuropro"), a company controlled by Stockett, entered into undisclosed agreements with Hudson Advisers, the adviser to Hudson Fund, a registered investment company which operates a growth mutual fund, and Hudson Investment Management, Inc. ("HIM"), the management company to Hudson Advisers. Latef was the president of Hudson Fund, Hudson Advisers and HIM and signed all the undisclosed agreements for those entities. It is alleged that the agreements: gave Neuropro options to purchase Hudson Advisers and HIM for nominal payments; assigned Neuropro 90% of the fees due Hudson Advisers from Hudson Fund in exchange for certain advisory services to be provided to Hudson Advisers by Neuropro; and provided Neuropro would pay Hudson Advisers up to $10,000 per month to cover fees owed Hudson Advisers by Hudson Fund. The Order Instituting Proceedings also alleges that shortly after such agreements were executed, Hudson Advisers purchased stock in two issuers of which Stockett was president and in several other entities recommended by Stockett and Neuropro. It is alleged that by June 1997 over half of Hudson Fund's portfolio was invested in securities recommended by Neuropro and Stockett. It is alleged that the failure of Hudson Fund, Hudson Advisers, Latef and Stockett to disclose the agreements with Neuropro and Stockett and the failure to disclose that Stockett ======END OF PAGE 1====== - 2 - recommended many of the securities purchased for Hudson Fund's portfolio, including some in which he had an interest, violated Sections 15(a), 15(c) and 34(b) of the Investment Company Act, Sections 203(a), 204 and 207 of the Investment Advisers Act and Rule 204-1(b) thereunder, Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. A public hearing will be scheduled to determine whether the allegations against Hudson Fund, Hudson Advisers, Latef and Stockett are true and, if so, what sanctions, if any, are appropriate in the public interest with respect to those respondents. ======END OF PAGE 2======