SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy
[ ] Confidential For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MAP-EQUITY FUND
----------------------------------
(Name of Registrant as Specified in Its Charter)
_____________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
Payment of Filing Fee (Check the appropriate box:)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which
transactions applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid: _____
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
MAP-EQUITY FUND
520 Broad Street
Newark, New Jersey 07102-3111
______________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 3, 1997
An Annual Meeting of Shareholders of MAP-Equity Fund (the
"Fund") is to be held at the offices of MBL Life Assurance
Corporation, 520 Broad Street, Newark, New Jersey, December 3,
1997 at 9:00 a.m. New York City time, for the following purposes:
1. To elect five directors to serve until the next meeting of
shareholders or until their successors are elected and
qualified;
2. To consider and act upon the ratification of the appointment
of Price Waterhouse LLP as the Fund's independent
accountants for the year ending December 31, 1997;
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
Only shareholders of record as of the close of business on
October 15, 1997, are entitled to notice of, and to vote at, the
meeting and any adjournments thereof.
Judith C. Keilp
Vice President and Secretary
November 3, 1997
IF YOU ARE UNABLE TO ATTEND THIS MEETING, PLEASE HELP AVOID
UNNECESSARY EXPENSE AND DELAY BY PROMPTLY RETURNING THE ENCLOSED
PROXY. THE BUSINESS OF THE MEETING IS IMPORTANT TO THE
SHAREHOLDERS AND CANNOT BE TRANSACTED UNLESS A MAJORITY OF THE
OUTSTANDING SHARES IS REPRESENTED.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES ON THE ENCLOSED PROXY. HOWEVER, IT IS NOT
NECESSARY TO MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS: MERELY SIGN,
DATE AND RETURN THE PROXY IN THE STAMPED AND ADDRESSED ENVELOPE
ENCLOSED FOR YOUR CONVENIENCE.
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
MAP-EQUITY FUND
520 Broad Street
Newark, New Jersey 07102-3111
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held
December 3, 1997
November 3, 1997
Dear Shareholder:
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of MAP-Equity Fund (the
"Fund"), of proxies for use at the Annual Meeting of Shareholders
of the Fund to be held at 9:00 a.m., New York City time, on
December 3, 1997.
This Proxy Statement, Notice of Meeting and accompanying Proxy
Card are being mailed to Shareholders on or about November 3,
1997. A Shareholder who executes a Proxy in connection with this
solicitation may revoke it at any time, without compliance with
any formal procedure, before it is voted at the meeting. Since
only a nominal holder of Fund shares may execute and revoke a
Proxy, a beneficial owner who has given voting instructions to a
nominal holder may revoke them only through the holder.
The Fund has only one class of stock issued and outstanding.
Each share is entitled to one vote at the meeting. Each
fractional share is entitled to a proportional share of one vote.
On October 15, 1997, the record date for shareholders entitled to
vote at the special meeting, the Fund had 3,626,304.02 shares of
Common Stock outstanding. As of that date, MBL Life Assurance
Corporation ("MBL Life") owned of record 1,815,947.65 shares
(50.08%) of the outstanding Common Stock of the Fund. MBL Life
is the only shareholder known to own beneficially more than five
(5%) percent of the outstanding voting securities of the Fund.
MBL Life has informed the Fund that it intends to vote its shares
in favor of all proposals.
Although the Board of Directors encourages each shareholder to
attend the 1997 Annual Meeting, we realize this may not be
possible. Whether or not you plan to be present at the meeting,
we would like your vote. We urge you to complete, sign and
return the enclosed proxy card promptly. A postage-paid envelope
is enclosed for this purpose.
Shareholders are requested to exercise their right to vote on
the Proxy with respect to the following matters:
PROPOSAL NO. 1. ELECTION OF DIRECTORS
At the meeting, five directors are to be elected to hold office
until the next meeting of shareholders or until their successors
are elected and qualified. It is the intention of the persons
named in the Proxy to vote the shares represented thereby for the
persons nominated for election as directors, unless authority to
vote shall have been withheld. If any such nominee should be
unwilling or unable to serve due to circumstances not foreseen at
present, the proxy will be voted for such person as shall be
designated by the Board of Directors to replace such nominee.
<TABLE>
<CAPTION>
Principal Occupation
Name and Position (Age) During Past Five Years
<S> <C>
* Horace J. DePodwin (74) President, Economic Studies, Inc.;
Director; Served as a Professor and Dean Emeritus, Graduate
Director since March 6, School of Management,Rutgers - The
1970; Member of the Audit State University of New Jersey.
Committee.
* Herbert M. Groce (68) The Most Reverend Archbishop of the
Director; Served as a Diocese of St. Paul, Metropolitan of
Director since April 21, the Anglican Rite, Synod of the
1977; Member of the Audit Americas, The Holy Catholic Church as
Committee. of November, 1996; prior thereto The
Right Reverend Missionary Bishop of
the Diocese of St. Paul, The
American Anglican Church, as of
January 8, 1994; prior thereto The
Venerable Archdeacon of the East
for the Episcopal Missionary Church
from February,1993 to January, 1994;
prior thereto Rector, St. Andrew's
Episcopal Church, New York.
* Jerome M. Scheckman (62) Formerly Consultant and Managing
Director; Served as a Director, Salomon Brothers, Inc.;
Director since August Member of the Corporation, Babson
5, 1989; Member of the College; Member of the Auxiliary
Audit Committee. Board, Mt. Sinai Hospital; Member
of the Business Advisory Counsel,
Alfred University.
*+ Kathleen M. Koerber (48) Executive Vice President and Chief
Director and President, Operating Officer, MBL Life since
Served as a Director since September 1991; Director, First
October 16, 1991; Member Priority Investment Corporation
of the Executive Committee. ("First Priority"); Member of the
Management Committee of Markston
Investment Management ("Markston").
*+ William G. Clark (36) Senior Vice President - Pension
Director and Executive and Investment Products, MBL Life,
Vice President; Served as since 1995, prior thereto Vice President-
a Director since February Group Pension Operations; Director and
18, 1997; Member of the President,First Priority; Management
Executive Committee. Committee, Markston.
</TABLE>
_____________________________
* Mrs. Koerber and Messrs. Clark, DePodwin, Groce, and Scheckman
also serve as directors of MBL Growth Fund, Inc. and MAP-
Government Fund, Inc., "affiliated" mutual funds. In addition,
Messrs. Clark and Scheckman serve as members of the Management
Committee of MBL Variable Contract Account-7 ("VCA-7"), a
separate account of MBL Life which is registered as a management
investment company under the Investment Company Act of 1940 (the
"1940 Act").
+ Mrs. Koerber and Mr. Clark are "interested persons" of the
Fund as defined in the 1940 Act, because of their positions as
officers of MBL Life, the controlling person of both Markston,
the investment adviser of the Fund, and First Priority, the
distributor of the Fund. Prior to May 1, 1994, each such
interested person maintained the same position with Mutual
Benefit Life Insurance Company in Rehabilitation, successor to
The Mutual Benefit Life Insurance Company ("Mutual Benefit
Life").
___________________________________
The Board has standing Executive and Audit Committees, but no
nominating or compensation committees.
The Executive Committee is currently composed of Kathleen M.
Koerber and William G. Clark. During the Fund's fiscal year ended
December 31, 1996, the Executive Committee met three times. It
possesses all of the powers of the Board except those
specifically reserved by Delaware law to the full Board.
The Audit Committee is currently composed of Messrs. Groce,
DePodwin, and Scheckman, the three directors who are not
"interested persons" of the Fund. The Audit Committee, which met
twice in 1996, performs various functions including:
recommending, engaging and discharging the independent auditors;
reviewing the Fund's policies and procedures with respect to
internal recordkeeping and accounting controls; reviewing the
independence of the independent accountants; and considering the
range of audit and any non-audit fees.
During 1996, the Board of Directors met three times. Each
director, while serving as such, attended 100% of the aggregate
of the Board meetings and meetings of the Committees to which he
or she was appointed. Directors who are also officers of the
Fund receive no additional compensation for their services as
Directors. The remaining Directors of the Fund ("Disinterested
Directors") each receive a retainer fee in the amount of $900
annually, together with a fee of $400 per Board meeting attended.
Total compensation of Disinterested Directors paid by the Fund
during 1996 was $6,300. Officers of the Fund were compensated by
MBL Life, and do not receive compensation from the Fund.
Aggregate compensation of the Disinterested Directors paid by
the Fund is shown below. The Fund does not pay pension or
retirement benefits to the Disinterested Directors.
<TABLE>
<CAPTION>
Aggregate Total Compensation
Name of Person, Compensation from Fund and Fund
Position from Fund Complex Paid to Directors
<S> <C> <C>
Horace J. DePodwin, $2,100 $6,300
Director
Herbert M. Groce, Jr., $2,100 $6,300
Director
Jerome M. Scheckman, $2,100 $8,700
Director
</TABLE>
Officers (other than directors) of the Fund are listed below:
Principal Occupation
Name and Position (Age) During Past Five Years *
Judith C. Keilp (38) Counsel, MBL Life since 1993, prior
Vice President and Secretary thereto Associate Counsel since 1989;
Served as an officer since Vice President and Secretary, First
August 11, 1993. Priority.
Albert W. Leier (47) Vice President and Controller, MBL
Vice President and Treasurer Life; Director, Vice President and
Served as an officer since Treasurer, First Priority.
April 21, 1983.
Christine M. Dempsey (42) Director of Financial Reporting, MBL
Assistant Treasurer Life since 1994; prior thereto
Served as an officer since Manager of Financial Reporting.
April 27, 1988.
Vicki J. Herbst (42) Registered Products Compliance
Assistant Secretary Manager, MBL Life since 1994; prior
Served as an officer since thereto Legal Assistant.
August 11, 1993.
__________________________________
* Each officer also serves as officers of MBL Growth Fund, Inc.
and MAP-Government Fund, Inc. In addition, Ms. Keilp and Mr.
Leier serve as officers to the Management Committee of VCA-7.
Prior to May 1, 1994, each officer maintained the same position
with Mutual Benefit Life that he or she now holds with MBL Life.
Approval of the election of Directors requires the affirmative
vote of the holders, as of the record date, of a majority of the
outstanding voting securities of the Fund.
The Board of Directors recommends a vote "FOR" the adoption of
this proposal.
PROPOSAL NO. 2. RATIFICATION OF INDEPENDENT ACCOUNTANTS
A majority of the Board of Directors, including a majority of
those members of the Board of Directors who are not "interested
persons" of the Fund has engaged Price Waterhouse LLP as the
Fund's independent accountants for the year ending December 31,
1997. The Board recommends that such engagement be ratified by
the shareholders.
Price Waterhouse LLP has acted as independent accountants for
the Fund since October 1993. The Fund has been advised that
neither Price Waterhouse LLP, nor any of its partners or
employees, has or have had any direct or indirect financial
interest in or any connection with the Fund or any of its
affiliates in any capacity other than as accountants.
During 1996, Price Waterhouse LLP performed audit services for
the Fund which included an audit of the financial statements,
review of annual reports and registration statement amendments
filed with the Securities and Exchange Commission, consultation
on financial accounting and reporting matters, and meetings with
the Audit Committee. The Audit Committee and the Board of
Directors approved such services before they were rendered.
Price Waterhouse's audit of the financial statements was made in
accordance with generally accepted auditing standards and
included such tests of the accounting records and such other
auditing procedures as they considered necessary in the
circumstances.
Representatives of Price Waterhouse LLP are expected to be
present at the Annual Meeting of Shareholders and to be available
to respond to appropriate questions and to make such statements
as they desire.
Approval of this proposal requires the affirmative vote of the
holders, as of the record date, of a majority of the outstanding
voting securities of the Fund.
The Board of Directors recommends a vote "FOR" ratification of
the appointment of Price Waterhouse LLP as the Fund's independent
accountants.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS
The following table sets forth as of October 15, 1997
information as to shares of the Fund's Common Stock held by
persons known to the Fund to be the beneficial owner of more than
5% of the Fund's Common Stock. The following table also sets
forth information as of October 15, 1997 with respect to shares
of the Fund's Common Stock owned by any of the directors or
executive officers of the Fund.
Name of Number of Percentage
Beneficial Owner shares owned of class
MBL Life 1,815,947.65 50.08%
William G. Clark 643.78 Less than 1%
EXPENSES OF SOLICITATION
The total cost of this solicitation will be borne by the Fund.
In addition to the mails, proxies may be solicited by directors,
officers or other representatives of the Fund by personal
interviews, telephone and telegraph. Under instruction for the
Fund, and acting only for it, directors, officers, employees or
registered representatives of First Priority may solicit proxies
on behalf of the Fund's management. Such persons may receive
compensation or reimbursement of expenses from the Fund in
connection therewith. If banks, brokerage houses or other
custodians, nominees or fiduciaries forward soliciting material
to the beneficial owners of shares entitled to vote at the
meeting, such soliciting persons will be reimbursed upon request
for postage expenses incurred in connection with such forwarding.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals for consideration at the 1998
Annual Meeting of Shareholders. Such proposals must be received
by the Secretary of the Fund, Judith C. Keilp, at 520 Broad
Street, A08N, Newark, New Jersey 07102-3111, by December 31,
1997. It is suggested that proponents submit their proposals by
Certified Mail-Return Receipt Requested. Proposals must conform
to the Proxy Rules under the Securities Exchange Act of 1934.
OTHER MATTERS
The Board of Directors knows of no other business to be
presented at the meeting, but if other matters properly do come
before the meeting, the Proxies will be voted in accordance with
the judgment of the person or persons voting such Proxies.
All shareholders of record on the record date have previously
been furnished a copy of the Fund's Annual Report for 1996 and
Semi-Annual Report dated June 30, 1997. The Fund will furnish,
without charge, an additional copy of the Annual Report and/or
Semi-Annual Report upon request made to: First Priority
Investment Corporation, 520 Broad Street, Newark, New Jersey
07102-3111, or by telephoning 1-800-559-5535.
By order of the Board of Directors
NOTES
MAP-EQUITY FUND
520 Broad Street
Newark, New Jersey 07102-3111
Distributed by
FIRST PRIORITY INVESTMENT CORPORATION
520 Broad Street
Newark, New Jersey 07102-3111
1-800-559-5535
<PAGE>
APPENDIX
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
MAP-EQUITY FUND
Proxy for Annual Meeting of Shareholders to be held December 3,
1997
The undersigned hereby appoints KATHLEEN M. KOERBER and WILLIAM
G. CLARK and each of them, Proxies (each with full power of
substitution) for and on behalf of the undersigned at the Annual
Meeting of Shareholders of MAP-Equity Fund (the "Fund") to be
held on December 3, 1997 and at any and all adjournments. The
Proxies are to have full authority to vote all shares of stock
held by the undersigned with respect to the following matters and
with respect to such other business as may properly come before
the meeting or any adjournment thereof. The Proxies are to have
all powers that the undersigned would possess if personally
present, and the undersigned hereby ratifies and confirms all
that these Proxies may do in the premises.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE FOR THE
ELECTION OF DIRECTORS AND FOR THE RATIFICATION OF THE AUDITORS.
SHAREHOLDERS ARE ENCOURAGED TO VOTE ON THE MATTERS TO BE
CONSIDERED.
THIS PROXY WILL BE VOTED AS SPECIFIED, EXCEPT THAT IF NO
INSTRUCTIONS ARE INDICATED, IT WILL BE VOTED FOR THE ELECTION OF
DIRECTORS AND IN FAVOR OF PROPOSAL 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign exactly as name appears on your account. If stock is
held jointly, signature should include both names. Executors,
Administrators, Trustees, Guardians and others signing in a
representative capacity, please give your full titles.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________ _____________________________
____________________________ _____________________________
____________________________ _____________________________
MAP-EQUITY FUND
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
1. Election of five directors to serve until the next
meeting of shareholders or until their successors
are elected and qualified; For All With For All
Nominees held Except
KATHLEEN M. KOERBER [ ] [ ] [ ]
WILLIAM G. CLARK
HORACE J. DEPODWIN
HERBERT M. GROCE
JEROME M. SCHECKMAN
NOTE: If you do not wish your shares voted "For a
particular nominee, mark the "For All Except" box and
strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining
nominees(s).
2. Ratification of the appointment of Price Waterhouse
LLP as the Fund's independent accountants for the
year ending December 31, 1997.
For Against Abstain
[ ] [ ] [ ]
Please be sure to sign and date this Proxy. Date __________
____________________ _________________________
Shareholder sign here Co-owner sign here
Mark box at right if an address change or comment [ ]
has been noted on the reverse side of this card.
RECORD DATE SHARES: ____________________
