<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1997
SEC File Nos. 2-36663
811-2046
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 37 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 23 [X]
MAP-EQUITY FUND
(Exact name of Registrant as specified in charter)
520 Broad Street
Newark, New Jersey 07102-3111
(Address of principal executive offices)
Registrant's Telephone Number, including Area Code 1-800-559-5535
KATHLEEN M. KOERBER
President
MAP-Equity Fund
520 Broad Street
Newark, New Jersey 07102-3111
(Name and address of agent for service)
Please send copies of all communications to:
STEPHEN E. ROTH, Esq.
Sutherland, Asbill & Brennan, L.L.P.
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404
This filing shall become effective on May 1, 1997, pursuant to
Rule 485(b) under the Securities Act of 1933.
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<PAGE>
MAP-EQUITY FUND
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CROSS REFERENCE SHEET
Cross reference sheet showing location in the Prospectus of information
required by the Items in Part A of Form N-1A.
Item Number Heading in Prospectus
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1 Cover Page
2 Fee Table
3 Financial Highlights;
Performance Related Information
4 General History; Investment Policies
5 Management
6 Rights Accompanying Fund Shares;
Cover Page; Tax Considerations
7 How to Purchase Fund shares;
How the Offering Price is Determined;
How to Arrange Periodic Investments;
How to Exchange Fund Shares;
Retirement Plans;
How to Authorize Telephone Exchanges;
8 How to Redeem Fund Shares;
How to Arrange Periodic Withdrawals;
9 *
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* Indicates inapplicable or negative.
<PAGE>
MAP-EQUITY FUND
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CROSS REFERENCE SHEET
Cross reference sheet showing location in the Statement of Additional
Information of information required by the Items in Part B of Form N-1A.
Heading in Statement of
-----------------------
Item Number Additional Information
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10 Cover Page
11 Table of Contents
12 General Information and History
13 Description of Certain Investments;
Investment Restrictions
14 Management of the Fund
15 Management of the Fund;
Investment Advisory and
Other Services
16 Investment Advisory and
Other Services
17 Brokerage Allocation
18 *
19 Pricing of Securities;
Reduction in Sales Charge;
Retirement Plans;
20 Taxes
21 Investment Advisory
and Other Services
22 Calculation of Performance Data
23 Financial Statements **
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* Indicates inapplicable or negative.
** Financial Statements are incorporated by reference to
the 1996 Annual Report to Shareholders.
<PAGE>
MAP-EQUITY FUND
MAP-Equity Fund (the "Fund"), is an open-end, diversified management
investment company whose primary investment objective is long-term appreciation
of capital. It seeks to achieve this objective through investment predominantly
in equity-type securities, including common stocks, as well as securities
convertible into, or exchangeable for, common stocks. The Fund also seeks to
earn income, but this is a secondary objective. To the extent that management
believes it would best achieve the Fund's objectives, the Fund may adopt a
defensive position and hold its assets in cash or in other kinds of securities
such as preferred stocks, bonds, debentures, notes, government obligations, or
other evidences of indebtedness. See "Investment Policies".
THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION ABOUT THE FUND THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING. ADDITIONAL INFORMATION ABOUT
THE FUND HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") IN A
STATEMENT OF ADDITIONAL INFORMATION WHICH IS INCORPORATED HEREIN BY REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST AND WITHOUT
CHARGE FROM FIRST PRIORITY INVESTMENT CORPORATION, 520 BROAD STREET, NEWARK, NEW
JERSEY 07102, ATTN: MAP-EQUITY FUND, OR BY TELEPHONING 1-800-559-5535.
Shareholder inquiries may be made to State Street Bank & Trust Company at
1-800-343-0529.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
FEE TABLE...................................... 2
FINANCIAL HIGHLIGHTS........................... 3
PERFORMANCE RELATED INFORMATION................ 4
INVESTMENT POLICIES............................ 4
GENERAL HISTORY................................ 6
MANAGEMENT..................................... 6
SHARES......................................... 7
How to Purchase Fund Shares.................... 7
How the Offering Price is Determined........... 9
<CAPTION>
PAGE
<S> <C>
How to Arrange Periodic Investments............ 11
Retirement Plans............................... 11
How to Exchange Fund Shares.................... 11
How to Authorize Telephone Exchanges........... 12
How to Redeem Fund Shares...................... 13
How to Arrange Periodic Withdrawals............ 15
Rights Accompanying Fund Shares................ 15
TAX CONSIDERATIONS............................. 16
STATEMENT OF ADDITIONAL INFORMATION -- Table of
Contents..................................... 17
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY ANY BANK; FURTHER, SUCH SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
PURCHASES OF THE FUND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS
OF THE PRINCIPAL INVESTED.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
THE DATE OF THIS PROSPECTUS AND THE DATE OF THE STATEMENT OF ADDITIONAL
INFORMATION IS MAY 1, 1997.
<PAGE>
MAP-EQUITY FUND
FEE TABLE
The purpose of the Fee Table below is to help shareholders investing in the
Fund to understand the various Fund expenses that are, in effect, passed on to
the shareholders. The Fee Table, including the Example below, shows the maximum
sales load, and the expenses that are deducted from the assets of the Fund. For
a description of the sales load, the expenses and the services provided to the
Fund, see "Management" and "Shares".
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)*............ 4.75%
Exchange fee**.......................................................................... $ 4.50
ANNUAL FUND OPERATING EXPENSES (1996)
(As a Percentage of Average Net Assets)
Management fees......................................................................... 0.36%
Other expenses.......................................................................... 0.38%
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Total................................................................................... 0.74%
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</TABLE>
EXAMPLE
A $1,000 investment in the Fund would be subject to the expenses indicated,
including the maximum sales load, assuming (1) a 5% annual return and (2)
redemption (no charges are imposed upon redemption) at the end of each time
period shown:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
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<S> <C> <C> <C>
$ 55 $ 70 $ 87 $ 135
</TABLE>
This Example should not be considered a representation of past or future
expenses for the Fund. Actual expenses may be greater or less than those shown
above. Similarly, the annual rate of return assumed in the Example is not an
estimate or guarantee of future investment performance.
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* There are certain circumstances under which the sales load may be reduced or
may not be applicable. (See "Shares".)
** There is a $4.50 fee per exchange in excess of the first four exchanges per
year deducted from the Shareholder's Account in the fund from which the
exchange took place. (See "How to Exchange Fund Shares".)
2
<PAGE>
FINANCIAL HIGHLIGHTS
MAP-EQUITY FUND
Selected data for each share of capital stock outstanding throughout the
years indicated:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
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1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year...... $ 19.36 $ 16.67 $ 18.13 $ 20.02 $ 19.66 $ 15.84 $ 17.46 $ 14.27 $ 11.65 $ 13.65
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net investment income................... 0.36 0.43 0.37 0.36 0.42 0.49 0.52 0.36 0.32 0.33
Net realized and unrealized gain (loss)
on investments........................ 4.16 4.90 0.13 1.32 1.65 3.87 (1.41) 3.68 3.13 (0.825)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net increase (decrease) in net assets
from operations....................... 4.52 5.33 0.50 1.68 2.07 4.36 (0.89) 4.04 3.45 (0.495)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Dividends from net investment income.... (0.36) (0.43) (0.37) (0.36) (0.43) (0.49) (0.54) (0.41) (0.31) (0.475)
Distributions from net realized gain
from security transactions............ (2.86) (2.07) (1.59) (3.21) (1.28) (0.05) (0.19) (0.44) (0.52) (1.03)
Distribution required for tax purposes
over amounts recorded for financial
reporting purposes.................... -- (0.14) -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total distributions..................... (3.22) (2.64) (1.96) (3.57) (1.71) (0.54) (0.73) (0.85) (0.83) (1.505)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net Asset Value, End of Year............ $ 20.66 $ 19.36 $ 16.67 $ 18.13 $ 20.02 $ 19.66 $ 15.84 $ 17.46 $ 14.27 $ 11.65
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total Return(1)......................... 23.82% 32.50% 2.76% 8.67% 10.53% 27.69% -5.09% 28.18% 29.92% -4.44%
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Ratios/Supplemental Data:
Net Assets, End of Year (thousands)..... $73,591 $60,467 $48,130 $49,438 $48,602 $46,228 $37,148 $35,947 $20,752 $14,401
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Ratio of Expenses to Average Net
Assets................................ 0.74% 0.81% 1.07% 1.04% 1.01% 0.85% 1.01% 1.45% 1.52% 1.34%
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Ratio of Net Investment Income to
Average Net Assets.................... 1.82% 2.30% 2.03% 1.76% 2.01% 2.69% 3.32% 2.47% 2.57% 2.29%
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Portfolio Turnover Rate................. 52.88% 39.40% 39.31% 19.55% 17.60% 9.12% 6.22% 14.34% 16.85% 20.84%
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------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Average Commission Rate Paid............ $0.0261 -- -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
</TABLE>
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(1) Total return does not reflect the sales commission (maximum 4.75%) charged
on Fund shares.
See notes to financial statements.
The information for the five years ended December 31, 1996 in the table above is
taken from the Fund's audited financial statements, which have been incorporated
by reference into the Fund's Statement of Additional Information from the Fund's
1996 Annual Report to Shareholders. Further information about the Fund's
performance is also contained in the Annual Report. The Fund will furnish,
without charge, an additional copy of the Annual Report upon request made to:
First Priority Investment Corporation, 520 Broad Street, Newark, New Jersey
07102, ATTN: MAP-EQUITY FUND, or by telephoning 1-800-559-5535.
3
<PAGE>
PERFORMANCE RELATED INFORMATION
The Fund may from time to time advertise "average annual total return" in
advertising and other types of literature. Average annual total return measures
the change in the value of an investment in the Fund's shares over the period
illustrated. This performance related information is based upon the Fund's past
performance and the investment return, and assumes all dividends and
distributions are reinvested at net asset value. The principal value of an
investment in the Fund's shares will fluctuate so that the shares, when
redeemed, may be worth more or less than their original cost, and past
performance should not be considered as a representation of future results.
When the Fund advertises its average annual total return, it will be
calculated for one year, five years and ten years. Average annual total return
for other periods may also be shown. Average annual total return is calculated
by comparing the value of a hypothetical $1,000 investment in the Fund at the
beginning of the relevant period to the value of the investment at the end of
the period, assuming a redemption of all shares at the end of the period. The
performance figures include the deduction of the sales load and reflect all Fund
expenses and fees (see "Management" and "Shares").
In order to calculate average annual total return, the redeemable value of
the hypothetical $1,000 Fund investment at the end of the period illustrated is
divided by that investment at the beginning of the period. The resulting total
growth rate for the period is then annualized to obtain the average annual
percentage increase (or decrease) during the period. Annualization assumes that
the application of a single rate of return each year during the period will
produce the ending value taking into account the effect of compounding. The
method of calculating average annual total return is described in the Fund's
Statement of Additional Information, "Calculation of Performance Data".
The Fund may, from time to time, advertise or include in sales literature
Fund performance relative to certain performance rankings and indices compiled
by independent organizations. More detailed information as to the calculation of
performance information, as well as comparison performance rankings and
unmanaged market indices, appears in the Fund's Statement of Additional
Information, "Calculation of Performance Data".
INVESTMENT POLICIES
The Fund was incorporated under the laws of Delaware on March 6, 1970. The
Fund is registered with the SEC under the Investment Company Act of 1940 as an
open-end, diversified management investment company, commonly known as a "mutual
fund". As do other mutual funds, the Fund sells its own shares of stock
continuously and invests the proceeds in securities of various other companies
in an effort to achieve financial gain.
The Fund, like other mutual funds, provides an opportunity to:
1. invest in securities of a variety of companies and industries on a
diversified and collective basis, and
2. receive continuous professional investment management.
The Fund's primary investment objective is long-term appreciation of
capital. The Fund also seeks to earn income, but this is a secondary objective.
Since investment involves both opportunities for gain and risks of loss, no
assurance can be given that the Fund will achieve its objectives.
4
<PAGE>
In seeking to achieve its investment objectives, it is the Fund's policy to
invest primarily in equity-type securities, including common stocks, as well as
securities convertible into, or exchangeable for, common stocks. Common stocks
represent ownership interests and fluctuate in value depending on such factors
as the performance of the companies whose securities are held and general
economic conditions.
Securities convertible into or exchangeable for common stocks consist
primarily of warrants and bonds or preferred stocks that have warrants attached,
or that are exchangeable into a specified number of shares of common stock.
In selecting specific securities for investment, emphasis is placed on
securities that are out of favor where a catalyst exists for turning
disappointment into opportunity. Any number of factors can indicate value. These
can include statistical indications such as relatively low multiples of book
value or cash flow. More fundamental factors include industry consolidations and
large tax loss carry forwards on the books of companies that are moving toward
profitability. On a seasonal basis, in December there is often value in stocks
that have performed poorly during the year that are further depressed by
year-end tax selling. Value can also be reflected by a competitive advantage
such as a brand name, a license or a copyright. These businesses usually require
only modest capital investment and little debt, producing enough cash to spend
substantial sums in product development and marketing.
Besides value, emphasis is also placed on the presence of a catalyst that
will unlock a company's potential. Management changes, published purchases by
officers, write-offs, restructuring, employee reductions, sales of
underperforming assets, larger stock repurchases by a company, and tax law
changes on such things as capital gains and investment tax credits are examples
of events which might indicate the potential for positive developments.
Importance is placed on assessing the judgment, quality, and integrity of
management, such as the way management has allocated capital over a long period
of time and whether management has repurchased shares when returns have
warranted it. Also important are the track record of product development, and
managers who have a substantial personal investment in the enterprise, taking
most of their compensation in incentives, and placing more emphasis on
profitability than growth.
The Fund diversifies its investments among a number of industries and
companies in order to spread the normal risks of investing in securities. The
degree of diversification may be varied, within the limits of the Fund's
investment restrictions, to best achieve the Fund's objectives.
There may be periods during which the Fund's investment adviser has
determined that investment opportunities in the equity markets are diminished
(due to either fundamental changes in those markets or an anticipated general
decline in the value of equity securities). During such periods the Fund may
adopt a defensive position and hold its assets in cash or in other kinds of
securities such as preferred stocks, bonds, debentures, notes, government
obligations, or other evidences of indebtedness.
Investments are made primarily in securities traded on national securities
exchanges and, to a lesser extent, in securities traded in the
"over-the-counter" market.
The Fund normally holds its investments for a relatively long period of time
in seeking its objective of long-term capital appreciation. However, investments
may be sold whenever the Fund's investment adviser believes that the opportunity
for current profits or the risk of market decline outweighs the prospect of
long-term and short-term capital gains. Certain securities may be acquired from
time to time in an effort to earn short-term profits.
5
<PAGE>
Sales of securities held less than three months may be limited to continue the
Fund's qualification as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code"). To the extent that the Fund
engages in short-term trading, it incurs greater brokerage charges than would
otherwise be the case.
The investment objectives and policies stated above may be changed without
shareholder approval. If there is a change in investment objective, shareholders
should consider whether the Fund remains an appropriate investment in light of
their then current financial position and needs. The Fund is subject to certain
investment restrictions which are considered fundamental policies of the Fund
and which may not be changed without the approval by vote of a majority of the
Fund's shareholders. These fundamental investment restrictions are described in
the Statement of Additional Information, "Investment Restrictions".
GENERAL HISTORY
The Fund was organized in 1970 by Mutual Benefit Life Insurance Company
("Mutual Benefit Life") which provided its initial investment capital. MBL Life
Assurance Corporation ("MBL Life") is the successor to Mutual Benefit Life's
stock ownership interest in the Fund. As of April 1, 1997, MBL Life owned 50% of
the Fund's outstanding shares. The percentage of ownership interest may be
reduced over time. Such a percentage of ownership may be deemed to constitute
"control" of the Fund, as that term is defined in the Investment Company Act of
1940. Since May 1, 1994, the stock of MBL Life has been part of a Stock Trust,
with the Commissioner of Banking and Insurance of New Jersey as the sole
Trustee.
MANAGEMENT
The Fund's Board of Directors and Officers are responsible for its
management. The Officers carry out the day-to-day functions, subject to the
supervision of the Fund's Board of Directors, which has final responsibility for
the management of the Fund's affairs and which exercises such responsibility
between meetings through its Executive Committee.
The Fund's investment adviser is Markston Investment Management
("Markston"), 1 North Lexington Avenue, White Plains, New York 10601. Markston
is a partnership between Markston International, Inc. and MBL Sales Corporation,
an indirect subsidiary of MBL Life. Markston is a registered investment adviser
under the Investment Advisers Act of 1940.
Michael J. Mullarkey, John R. Stone and Roger M. Lob are the Portfolio
Managers for the Fund. Messrs. Stone and Mullarkey have been the Fund's
Portfolio Managers since 1981. Mr. Mullarkey has been a Managing Partner of
Markston Investment Management since 1987 and the Executive Vice President of
Markston International, Inc. since 1981. Mr. Stone has been a Managing Partner
of Markston Investment Management since 1987 and the President of Markston
International, Inc. since 1981. Mr. Lob has been with Markston Investment
Management since 1985 and one of the Portfolio Managers of the Fund since 1988.
Under the Investment Advisory Agreement, Markston provides the Fund with
investment advisory and management services and, subject to the authority of the
Board of Directors, is responsible for overall management of the Fund's business
affairs. A description of the services provided by Markston pursuant to this
Agreement appears in the Fund's Statement of Additional Information, "Investment
Advisory and Other Services".
For the services rendered to the Fund, Markston receives a periodic fee,
adjusted for investment performance, on the basis of a percentage of net assets.
A description of how the fee is computed appears in the Fund's Statement of
Additional Information, "Investment Advisory and Other Services". During 1996,
Markston received from the Fund an advisory fee of .36% of the Fund's average
net assets for that year.
6
<PAGE>
The Fund pays all expenses incurred in its operation not assumed by Markston
or the Fund's distributor. The Fund's total operating expenses for the year
ended December 31, 1996, including advisory fees, were .74% of the Fund's
average net assets for that year.
Markston also serves as investment adviser for MBL Growth Fund, Inc., a
mutual fund whose shares are available for purchase only through separate
accounts of life insurance companies. Markston also acts as investment adviser
for equity investments of MBL Life and other advisory clients.
State Street Bank & Trust Company ("State Street Bank"), P.O. Box 8500,
Boston, Massachusetts 02266-8500, is custodian of the Fund's investment
securities and other assets and also serves as the Fund's transfer agent and
dividend disbursing agent.
SHARES
HOW TO PURCHASE FUND SHARES
First Priority Investment Corporation ("First Priority"), a registered
broker/dealer under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc., is the distributor of the
Fund. First Priority, incorporated in 1993 under the laws of New Jersey, is a
wholly-owned indirect subsidiary of MBL Life. First Priority's principal office
is 520 Broad Street, Newark, New Jersey 07102.
Fund shares are sold in a continuous offering and may be purchased through
First Priority or through other registered securities dealers who are members of
the National Association of Securities Dealers, Inc. and who have selling
agreements with First Priority.
Upon acceptance of an application, an open account is automatically created
for each shareholder permitting additional purchases to be made at any time
without completing a new application. A shareholder should forward such
additional purchase orders directly to: STATE STREET BANK, P.O. BOX 8500,
BOSTON, MASSACHUSETTS 02266-8500.
Shares may be purchased by one of the following methods:
BY MAIL. Prospective purchasers may apply for Fund shares by submitting a
completed application and payment to their broker-dealer who will then forward
the application and payments to State Street Bank. All purchases made by check
should be in U.S. dollars and made payable to MAP-Equity Fund or State Street
Bank & Trust Company. Checks made payable to parties other than MAP-Equity Fund
or State Street Bank which are in turn endorsed by and used to make a Fund
purchase for a shareholder (i.e. "third party checks") will not be accepted. All
applications for purchases are subject to acceptance by the broker-dealer, and
the Fund, and are filled by buying shares at an offering price based on the per
share net asset value next computed after the application has been received and
accepted at State Street Bank's offices in Boston, Massachusetts.
BY TELEPHONE. Initial and subsequent purchases of $1,000 or more may be
made by wire (telephone) through your broker-dealer, who will phone in the order
to State Street Bank. Orders received in this manner by State Street Bank, on or
before 4:00 p.m. Eastern Time, will be filled by buying shares at an offering
price based on the per share net asset value computed after 4:00 p.m. that day.
Orders received after 4:00 p.m. will receive the price computed the following
day.
BY FEDERAL FUNDS WIRE. Investors may open an account and make share
purchases by having their bank wire Federal Funds to the Transfer Agent.
Purchases with Federal Funds received by the Transfer Agent prior to the
7
<PAGE>
determination of net asset value will be effective on the day the Funds are
received. Purchases with Federal Funds received after the determination of net
asset value will be effective the next day the Transfer Agent is open for
business. (See "Net Asset Value".) To invest by Federal Funds wire, you should
take the following steps:
1. Call the Transfer Agent at the following number:
1-800-343-0529
Ask for MAP-Equity Fund. The Transfer Agent will request the name, address
and social security number that will appear on the account and will give you
a Shareholder Account Number.
2. Your bank should be instructed to wire transfer Federal Funds in the
specified amount (not less than $1,000) to the Transfer Agent as follows:
STATE STREET BOS/ABA #011-00002B
ATTN.: MUTUAL FUNDS DIVISION
MAP-EQUITY FUND
SHAREHOLDER NAME
SHAREHOLDER ACCOUNT NUMBER
3. Promptly complete the Application accompanying this Prospectus and mail it
to:
MAP-EQUITY FUND
C/O STATE STREET BANK AND TRUST COMPANY
P.O. BOX 8500
BOSTON, MA 02266-8500
Be sure to indicate on the Application that funds were previously sent by
Federal Funds wire and include the date and amount of the wire together with all
the information called for by the Application.
Share purchases by Federal Funds wire may only be effected on a day when the
Transfer Agent and the Federal Reserve Bank of Boston are both open for
business.
BY BANK WIRE. Investors should follow the same procedures as are outlined
above (by Federal Funds Wire) to purchase shares by bank wire. It may not be
possible, however, to convert funds received by bank wire into Federal Funds on
the same day. If not, they normally will be converted the next day the Transfer
Agent is open for business, and shares will be purchased at that time, as
described above.
Additional Factors
Subsequent investments of $50 or more may be made by following the above
procedures, except that when purchasing shares by Federal Funds Wire or Bank
Wire, investors need not call the Transfer Agent in advance as when an initial
investment is made. As banks normally charge a fee for wire transfers, it may be
preferable to wire funds only when larger investments are made.
STREET NAME ACCOUNTS. Fund shares may be purchased by investors in
"street name" through their broker-dealer, whereupon the shares will be
registered in the name of the broker-dealer for the benefit of the investor.
These shares may not be transferred to other street name accounts unless the
chosen broker-dealer has or will execute a selling agreement with First
Priority. Otherwise, the shares must either remain with the original
broker-dealer, or in the alternative, be transferred into the investor's name or
redeemed. In order to transfer street name shares between dealers with executed
selling agreements, the original broker-dealer must make the
8
<PAGE>
transfer. The Fund's transfer agent should be contacted for the necessary forms.
There is no charge for this service by either the Fund or the transfer agent,
although the broker-dealer(s) involved may charge a fee.
Payments for street name trades are made payable to the broker-dealer, who
in turn settles the trade with State Street Bank by normal settlement date.
Broker-dealers, including First Priority, normally forward such payment on the
day prior to settlement, and therefore may benefit from the temporary use of
funds where payment is made prior thereto. All orders are subject to acceptance
by the Fund, First Priority or State Street Bank.
The minimum initial purchase is $250, and additional purchases may be made
in amounts of $50 or more. Initial and subsequent purchase orders of more than
$1,000 may be wired to First Priority at the option of the purchaser. Smaller
purchases are permitted under periodic investment plans and Individual
Retirement Accounts discussed below. Investments made for participants under a
pension, profit-sharing or other employee benefit plan or trust meeting the
requirements of Section 401 of the Code, may be less than the minimum purchase
requirements of the Fund, if the average investment for all participants under
the plan or trust meets such minimum purchase requirements. The Fund's Board of
Directors reserves the right to change or waive the minimum purchase
requirements.
HOW THE OFFERING PRICE IS DETERMINED
The offering price of Fund shares varies up or down with the value of the
Fund's investments, and is equal to the net asset value plus a sales charge. The
net asset value of Fund shares is computed by dividing the value of the Fund's
investment securities, plus cash and all other assets, less all liabilities, by
the number of Fund shares outstanding. The value of the Fund's investment
securities is generally their market value for securities traded on a national
securities exchange or over-the-counter and for which there are readily
available market quotations, amortized cost for debt securities having a
remaining maturity of 60 days or less, or fair value as calculated by the Fund's
Board of Directors for all other securities or assets. A more detailed
description of the methods of valuing the Fund's investment securities appears
in the Fund's Statement of Additional Information, "Pricing of Securities".
The net asset value is computed on each day on which the New York Stock
Exchange is open for trading, as of the close of regular trading of that
Exchange. Purchase orders received by the transfer agent before the close of
regular trading on any day when the Fund's net asset value is calculated are
filled at an offering price based on the per share net asset value computed on
that day. Purchase orders received by the transfer agent after the close of
regular trading, or on a day on which the net asset value is not computed, are
filled at an offering price based on the per share net asset value computed as
of the close of trading on the next day of trading.
A sales charge of a maximum of 4.75% of the offering price, or 4.99% of the
amount invested, is added to the net asset value. First Priority reallows to
dealers approximately 82% of any sales charge on shares purchased through such
dealers. From time to time, the reallowance percentage may be increased up to
100% of the sales charge as a sales incentive available to all dealers with a
Selling Agreement with First Priority. The sales charge is reduced on purchases
of $50,000 or more as follows:
9
<PAGE>
<TABLE>
<CAPTION>
% % DEALER REALLOWANCE AS
OF OFFERING OF AMOUNT % OF
AMOUNT OF PURCHASE PRICE INVESTED OFFERING PRICE
- -------------------------------------------------- ----------- ------------- ---------------------
<S> <C> <C> <C>
$ 0 -- 49,999............................... 4.75% 4.99% 3.90%
$ 50,000 -- 99,999............................... 4.25% 4.44% 3.50%
$ 100,000 -- 249,999.............................. 3.60% 3.73% 2.95%
$ 250,000 -- 499,999.............................. 2.40% 2.46% 2.00%
$ 500,000 -- 999,999.............................. 1.60% 1.63% 1.30%
$1,000,000 & over................................. 1.00% 1.01% .80%
</TABLE>
Shares may be purchased at net asset value by certain officers, employees,
directors, the spouses and minor children of such officers, employees or
directors, and full-time sales representatives associated with the Fund, First
Priority, Markston, MBL Life and their affiliates.
Shares may also be purchased at net asset value a) by registered
representatives of dealers who have selling agreements with First Priority and
who are purchasing shares for their own accounts only; b) by participants in
certain group trusts for employer-sponsored 401(k) retirement plans; c) through
investment advisers registered with the SEC and/or appropriate state authorities
who charge a fee for their advisory services, and who clear such share
transactions through a broker-dealer (which may impose transaction fees with
respect to such transactions) having a selling group agreement with First
Priority, the Fund's Distributor; d) through accounts opened by a broker-dealer,
bank, trust company or thrift institution acting as a fiduciary with respect to
such accounts, provided that appropriate notification of such fiduciary
relationship is reported at the time of investment to First Priority and the
Fund's transfer agent; e) by investors purchasing shares with retirement
proceeds withdrawn or redeemed without imposition of a moratorium charge from
fixed insurance or fixed annuity products issued by Mutual Benefit Life, which
products were assumptively reinsured by MBL Life; and f) by investors who are
policyholders, contractholders, annuitants or participants under contracts of
MBL Life, where MBL Life maintains such participant records. Shares may be
purchased at net asset value because of reduced distribution costs associated
with these arrangements.
Certain reductions in sales charges based upon an aggregate of Fund shares
purchased may be available to other persons under rights of accumulation or
combination and by letters of intent. Under the accumulation privilege, the
applicable sales charge is determined by adding the current net asset value of
any shares already owned by the shareholder to the amount of the new purchase.
The corresponding percentage factor set forth above is then applied to the
amount of the new purchase. Under the combination privilege, purchases made by
an individual, or by an individual, his or her spouse and children under age 21
purchasing shares for his or her or their own account, or by a trustee or other
fiduciary purchasing for a single trust estate or single fiduciary account will
be treated as purchases made by a single shareholder in calculating the sales
charge. Reduced sales charges are also applicable to total purchases made within
a 13-month period by a purchaser who establishes a Letter of Intent by
completing the proper section of the Fund's application. The Letter of Intent
indicates the amount which the shareholder intends (but is not obligated) to
purchase and provides that the sales charges on all purchases made during the
period will be computed as though the total amount had been purchased at one
time. The reduced charges under the above plans will be available only if proper
notification is given with each purchase. A more detailed description of these
special purchase plans and methods appears in the Fund's Statement of Additional
Information, "Reduction in Sales Charge". The Fund's Statement of Additional
Information may be obtained upon request made to: FIRST PRIORITY INVESTMENT
CORPORATION, 520 BROAD STREET, NEWARK, NEW JERSEY 07102, ATTN: MAP-EQUITY FUND,
OR BY TELEPHONING 1-800-559-5535.
10
<PAGE>
TO THE BANK NAMED ON THE REVERSE SIDE
In consideration of your participating in a plan which State Street Bank &
Trust (hereinafter known as "State Street") has put into effect by which amounts
payable to them as Custodians, or Agents, for investment under investment plans
are collected by checks drawn by State Street, State Street hereby agrees:
1. to indemnify and hold you harmless from any loss you may suffer, resulting
from or in connection with the execution and issuance of any check, whether
or not genuine, purporting to be drawn by or on behalf of, and payable to,
State Street, on the account of your depositor(s) executing the
authorization on the face hereof and received by you in the regular course
of business through normal banking channels for the purpose of payment,
including any costs or expenses reasonably incurred in connection with such
loss, but excepting any loss due to your payment of any check drawn against
insufficient funds.
2. in the event that any such check shall be dishonored, whether with or
without cause, and whether intentionally or inadvertently, to indemnify you
and hold you harmless from any loss resulting from such dishonor, including
your costs and reasonable expenses.
<PAGE>
MAP - EQUITY FUND
REQUEST AND AUTHORITY TO HONOR CHECKS
Drawn by and payable to State Street Bank & Trust
(Please type or print all items except signature)
<TABLE>
<S> <C> <C>
TO: Name on your Account (as it appears on bank records)
Name of your bank (and branch, if any)
ADDRESS:
CHECKING ACCOUNT #
</TABLE>
As a convenience to me, I request and authorize you to pay and charge to my
account indicated above checks drawn by and payable to the order of State Street
Bank & Trust. I agree that your rights with respect to each check will be the
same as if it were a check personally signed by me. This authority will remain
in force until revoked by me in writing, and until you actually receive such
notice. I agree that you will be fully protected in honoring any such check.
I further agree that if a check is dishonored, whether with or without cause
and whether intentionally or inadvertently, you will be under no liability.
<TABLE>
<S> <C>
Date Signature (must be the same as on your checking account)
Date Joint Signature (if any on your checking account)
(OVER)
</TABLE>
<PAGE>
After each purchase, a shareholder receives a written statement of the
number of shares purchased and the aggregate number of shares currently held. A
shareholder may obtain stock certificates, for full shares, representing all or
part of his or her holdings, by written request to the transfer agent. However,
shares for which a shareholder is holding stock certificates are not eligible
for the exchange privilege. The shareholder must return the certificates before
shares can be exchanged. (See "How to Exchange Fund Shares".)
HOW TO ARRANGE PERIODIC INVESTMENTS
First Priority makes available to investors an Automatic Monthly Investment
Plan. An investor wishing to make systematic monthly investments of $25 or more
may establish an accumulation program with an initial investment of not less
than $25. Thereafter, regular monthly investments are made electronically
through the Automated Clearing House. An investor may request this feature for a
new account by completing the proper section of the Fund's application. For
existing accounts, forms are available from First Priority or its sales
representatives. The investor may terminate systematic monthly investments at
any time without penalty by proper written request to the transfer agent.
Administrative costs for this Plan are borne by First Priority.
An investor may arrange to invest in shares of the Fund under a payroll
deduction plan established by his or her employer, in which case the minimum
purchase requirements for an Automatic Monthly Investment Plan would also apply.
RETIREMENT PLANS
Shares of the Fund may be used as a funding medium under the following
retirement plans:
1. retirement plans qualified for special tax treatment under Section 401 of
the Code and adopted by corporations or self-employed individuals;
2. Individual Retirement Accounts qualified under Section 408(a) of the
Code; and
3. retirement programs qualified under Section 403(b)(7) of the Code and
established for employees of certain educational institutions or
organizations described in Section 501(c)(3) of the Code.
A more detailed description of such arrangements appears in the Fund's
Statement of Additional Information, "Retirement Plans".
HOW TO EXCHANGE FUND SHARES
Shareholders may exchange shares of the Fund for shares of MAP-Government
Fund, Inc. ("MGF"), a money market fund, in accordance with the terms of this
Prospectus and the then current MGF prospectus. MGF shareholders may also
exchange shares of MGF for shares of the Fund, and reinvest any shares
exchanged. Shares of the Fund, including shares acquired through reinvestment of
dividends or capital gains distribution, which have been exchanged for MGF
shares may be reinvested in the Fund without an additional sales charge.
Shares to be exchanged are redeemed at their net asset value as determined
at the close of business on the day that an exchange request is received by
State Street Bank, if such request is received prior to 4:00 p.m. Eastern Time.
Requests received after 4:00 p.m. will be valued as of the close of business on
the next business day. Shares to be purchased will also be valued as of the
close of business on the day that an exchange request is received, if received
prior to 4:00 p.m. Eastern Time. MGF shares are purchased without a sales
charge.
11
<PAGE>
Exchanges are subject to the following restrictions:
(a)Exchange requests may be in writing, if in proper form (signed exactly as
the account is registered and with a signature guarantee if the amount to
be exchanged exceeds $25,000); or by telephone, if the shareholder has
submitted a completed Telephone Exchange Authorization Form and gives
proper account identification.
(b)The minimum amount permitted for each exchange between existing accounts
is $50.
(c)The minimum amount permitted for an exchange which establishes a new Fund
account is $250. Exchanges establishing a Fund account for investment by
a retirement plan cannot be effected unless the MGF account was
established pursuant to a retirement plan.
(d)A shareholder may exchange shares four times per calendar year free of
charge. For exchanges in excess of four, the State Street Bank service
fee of $4.50, normally borne by the Fund or MGF, will be charged to the
shareholder. The service fee will be deducted from the Shareholder's
Account in the fund from which the exchange took place.
(e)Shares of MGF which are exchanged for Fund shares for the first time are
subject to the applicable sales charge. If a MGF account has a
combination of (1) directly-deposited shares and (2) shares transferred
from the Fund, any transfer of shares from MGF to the Fund would be taken
first from shares in category (2).
The current prospectus for MGF and current information concerning the
operation of the exchange privilege are available through First Priority or
through any dealer who has executed an applicable agreement with First Priority.
Before exchanging shares, investors should review the MGF prospectus and
consider the differences in investment objectives and policies. EXCHANGES OF
SHARES ARE CONSIDERED TO BE SALES FOR FEDERAL AND STATE INCOME TAX PURPOSES AND
COULD RESULT IN A TAXABLE GAIN OR LOSS TO A SHAREHOLDER.
The exchange privilege is not an option or right to purchase shares but is
permitted under the respective policies of the participating funds, and may be
modified or discontinued by either fund upon 60 days' notice except that no
notice will be given under extraordinary circumstances, as permitted by
applicable law.
HOW TO AUTHORIZE TELEPHONE EXCHANGES
Shareholders who wish to exercise the exchange privilege between the Fund
and MGF by telephone must complete the Telephone Exchange Authorization Form or,
when opening a new account, request telephone exchanges on the application. A
Telephone Exchange Authorization Form may be obtained upon request made to:
First Priority Investment Corporation, 520 Broad Street, Newark, New Jersey
07102, ATTN: MAP-EQUITY FUND, or by telephoning 1-800-559-5535. A shareholder
may effect a telephone exchange on a business day, from 9:00 a.m. to 5:00 p.m.
Eastern Time, by calling State Street Bank toll free at 1-800-343-0529. The toll
free number accesses a computerized call direction system. A shareholder should
follow the instructions given by the system to enable him or her to speak with a
service representative. Shareholders will be asked to provide a form of personal
identification. State Street Bank reserves the right to record all or part of
the telephone conversation. Shareholders will receive confirmations of all
telephone exchanges after they are effected.
Shareholders wishing to utilize the telephone exchange privilege should
complete the Telephone Exchange Authorization Form and return it to: STATE
STREET BANK, P.O. BOX 8500, BOSTON, MA 02266-8500.
12
<PAGE>
The Fund has made arrangements with State Street Bank to accept telephone
instructions for the exchange of its shares. State Street Bank reserves the
right to act on all instructions it reasonably believes to be correct. State
Street Bank has represented to the Fund that it will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine. A
shareholder who authorizes telephone exchanges will be liable for any loss
arising out of unauthorized or fraudulent instructions which the Fund, acting
through its Transfer Agent, reasonably believes to be genuine if the procedures
selected to guard against unauthorized transactions are followed.
All telephone exchanges are subject to the terms and conditions set forth in
this Prospectus and the MGF Prospectus. The Fund reserves the right to revoke,
modify, postpone, suspend or discontinue telephone transfer privileges at any
time without prior notice.
HOW TO REDEEM FUND SHARES
BY MAIL. A shareholder may redeem all or any portion of his or her Fund
shares at any time and at no charge upon written request to the transfer agent
at: STATE STREET BANK, P.O. BOX 8500, BOSTON, MASSACHUSETTS 02266-8500. The
request, signed exactly as the account is registered, may be made by completing
a Stock Power Form or by writing a letter of instruction referencing the Fund
name and account number. A minimum of $250 must be maintained in the
shareholder's Fund account to maintain an open account. For redemptions
exceeding $25,000 or when the proceeds are being forwarded to an address other
than the address of record, the signature on the stock power or letter must be
guaranteed in accordance with written procedures adopted by the transfer agent
pursuant to requirements of the Securities Exchange Act of 1934. These
procedures provide that signatures be guaranteed by a bank (as defined in the
Federal Deposit Insurance Act), savings association (as defined in the Federal
Deposit Insurance Act) or credit union which is listed on the American Bankers
Association -- Key to Routing Numbers; a national securities exchange,
registered securities association or clearing agency; or broker, dealer,
municipal securities broker, government securities broker or government
securities dealer which is listed in Standard & Poor's Security Dealers of North
America.
The signature guarantee must appear on the same document as the signature(s)
being guaranteed and as close as possible to the endorsement. The signature
guarantee must contain the name of the firm, the signature of the individual
guarantor with title, if any, and cannot be qualified in any way. If the
guarantee presented does not meet the transfer agent's requirements, the
transfer agent will notify the presenter and the guarantor of the rejection
within two business days of the rejection.
The signature guarantee procedures are available from the transfer agent at
the address and telephone number on the back of this Prospectus. If certificates
have been issued, the same procedure must be followed and the certificates must
be sent to the transfer agent under separate cover. Additional documents may be
required in the case of redemptions by corporations, trusts, fiduciaries and
similar accounts. (Contact the transfer agent concerning the requirements for
these types of redemptions.)
Shares are redeemed at the per share net asset value next computed after
receipt by the transfer agent of the redemption request, stock power and
certificates, if any. (See "How the Offering Price is Determined".) The per
share net asset value may be more or less than the price originally paid for the
shares, depending upon the Fund's investment performance.
Payment for Fund shares redeemed will ordinarily be made within seven days
after receipt of the redemption request in proper form. The Fund will not mail
redemption proceeds until checks (including certified checks or cashier's
checks) received for the shares purchased have cleared. A determination that a
check has cleared can
13
<PAGE>
be made through the passage of time (customarily 10 days). Any delay in payment
of redemption proceeds can be eliminated by purchasing shares by wiring Federal
Funds to the Custodian. Federal Funds are immediately available monies held in a
bank's account with a Federal Reserve Bank. If checks for the purchase of shares
to be redeemed have not cleared, the redemption request will be returned as not
being in proper form.
BY TELEPHONE. Shareholders who authorize telephone redemptions in the
Application may redeem shares up to $25,000 by telephone instructions to the
Transfer Agent, which will wire, direct deposits or mail the proceeds of
redemption to the bank for deposit in the bank account referenced in the
Application, except that telephone redemptions of less than $1,000 will be
mailed. Wire redemptions of $1,000 or more will be wired the day following the
redemption request, and a wire fee charged by the Transfer Agent (currently
$8.00 per wire) will be deducted from the proceeds. Any change in the bank
account specified in the Application must be made in writing with a signature
guarantee as described below for redemptions by mail. Shares to be redeemed will
also be valued as of the close of business on the day that a request for
redemption is received, if received prior to 4:00 p.m. Eastern Time.
Redemption instructions may be given by calling the Transfer Agent toll free
at 1-800-343-0529.
Instructions received by the Transfer Agent must include the shareholder's
name and account number. The Transfer Agent has advised the Fund that it employs
procedures selected to provide adequate safeguards against the execution of
unauthorized transactions and reasonably designed to confirm that redemption
instructions received by telephone are genuine, including requiring personal
identification, tape recording calls, sending redemption proceeds only to
pre-authorized shareholder accounts at banks or trust companies and providing
written confirmation. A shareholder who authorizes telephone redemptions will be
liable for any loss arising out of unauthorized or fraudulent instructions which
the Fund, acting through its Transfer Agent, reasonably believes to be genuine
if the procedures selected to guard against unauthorized transactions are
followed.
The Fund reserves the right to terminate or modify the telephone redemption
service at any time after notice to shareholders.
A partial redemption will be made to the extent that the shareholder's
account includes shares for which payment has been received. Further, the Fund
may suspend the right of redemption or postpone the date of payment on
redemption during any period when (1) the New York Stock Exchange is closed (for
reasons other than holidays and weekends), or trading on the New York Stock
Exchange is restricted, (2) an emergency exists, as determined by the SEC,
making disposal of the Fund's investment securities or valuation of the Fund's
assets not reasonably practicable, or (3) the SEC has so permitted by order for
the protection of the Fund's shareholders.
It is not anticipated that shares will be redeemed other than for cash. The
Fund, however, reserves the right to limit cash payment on redemption by each
shareholder during a 90-day period to the lesser of $250,000 or 1% of the Fund's
net asset value at the beginning of the period. If the Fund's Board of Directors
determines that it is in the best interests of the remaining shareholders, the
Fund may pay or satisfy any balance of the redemption price, in whole or in
part, by a distribution in kind from the Fund's investment portfolio, in lieu of
cash, taking the securities at their value employed for determining such
redemption price, and selecting the securities in such manner as the Board of
Directors may deem fair and equitable. If shares are redeemed in this way,
brokerage costs will ordinarily be incurred in converting such securities to
cash.
REINVESTMENT PRIVILEGE. Shareholders who redeem their shares have a
one-time privilege to reinvest by purchasing shares of the Fund, without a sales
charge, up to the amount of the redemption proceeds. Written
14
<PAGE>
notice from eligible persons wishing to exercise the privilege must be received
by the transfer agent or postmarked within 30 days after the date the request
for redemption was received. The reinvestment will be made at the net asset
value per share next determined after the notice is received.
Exercise of this reinvestment privilege does not alter the federal income
tax treatment of capital gains and losses realized on the redemption of Fund
shares, except that reinvestment in the Fund of any proceeds from shares
redeemed at a loss would be deemed a "wash sale" under Section 1091 of the Code.
The loss applicable to the portion of the proceeds reinvested may not be
recognized for income tax purposes and therefore may not be used to offset
capital gains or otherwise deducted. For your individual tax situation, consult
your tax advisor.
GIFT TRANSFER. Shareholders may donate shares as a gift to an individual
or charity. For information contact First Priority or your financial advisor.
HOW TO ARRANGE PERIODIC WITHDRAWALS
As a service to those who wish to receive fixed periodic payments, the Fund
permits the establishment of a Systematic Withdrawal Plan. Any shareholder who
owns, in a single account, Fund shares having a current value of $5,000 or more
or who makes an initial purchase of $5,000 (including sales charge) may initiate
a Plan by completing a form, which will be provided upon request, and depositing
with the transfer agent any share certificates he or she holds. Such shareholder
may request that enough shares be redeemed from his or her account monthly,
quarterly or at such other interval as the Fund approves, to produce a fixed
amount of money. The amount of each withdrawal must be at least $50, but this is
not a recommended amount and may not be suitable under all circumstances.
The redemption of shares in order to make payments under this Plan will
reduce and may eventually exhaust the account. Each redemption of shares may
result in a gain or loss, which the shareholder reports on his or her income tax
return. Consequently, the shareholder should keep an accurate record of any gain
or loss on each withdrawal.
Any dividends or capital gains distributions on shares held under a
Systematic Withdrawal Plan are reinvested in additional shares at net asset
value, i.e., without sales charge.
Administrative costs for this Plan are borne by First Priority, but the
right is reserved upon notice to the shareholder to make a charge against the
shareholder's account. Systematic withdrawals may be terminated at any time
without cost or penalty.
Purchases of shares, while making systematic withdrawals, will ordinarily be
disadvantageous to the shareholder, because the shareholder will be paying a
sales charge on the purchase of shares at the same time that he or she is
redeeming shares upon which a sales charge has already been paid. The Fund will
not knowingly permit systematic withdrawals if the shareholder is at the same
time making systematic monthly investments. The Fund does not accept additional
investments in single amounts of less than $5,000 from a shareholder who has a
Plan in effect.
RIGHTS ACCOMPANYING FUND SHARES
The Fund is authorized by its certificate of incorporation to issue
21,000,000 shares of $1 par value common stock. Shares, when issued, are
fully-paid and nonassessable and have no pre-emptive, conversion or exchange
15
<PAGE>
rights. The Fund is required to hold an annual shareholder meeting, but may
postpone such a meeting where it is not required under the Investment Company
Act of 1940 and where, in the judgment of the Fund's Board of Directors, the
cost to shareholders would outweigh any benefit.
All shares of common stock have equal rights as to redemption and
participation in dividends, earnings, and assets remaining on liquidation.
Shares may be issued as full or fractional shares, and each fractional share has
proportionately the same rights, including voting rights, as are provided for a
full share. The rights accompanying Fund shares are nominally vested in the
holders of the shares but, where the shares are held by brokers or dealers in
"street name" for the account of customers, or where the holders are employee
benefit plans or trusts, an opportunity is afforded the beneficial owners of
shares to exercise their proportionate voting rights through the nominal holders
of the shares.
Each share of common stock is entitled to one vote. The shares have
"non-cumulative" voting rights, which means that the holders of more than 50% of
the shares voting for the election of directors can elect all of the directors
if they choose to do so and, in such event, the holders of the remaining voting
shares will not be able to elect any directors.
The Fund distributes semi-annually any net investment income, such as
dividends, and distributes annually any net realized capital gains. More
frequent distributions may be made to the extent permitted or required by law.
Any such distribution is ordinarily credited in the form of additional Fund
shares, purchased at their net asset value, i.e., with no sales charge, on the
date that the distribution is payable, unless the shareholder has elected in his
or her application or by written notice to the transfer agent, at least ten days
prior to the record date for such distribution, that future distributions are to
be paid by check.
An investor does not realize any advantage by purchasing shares in
anticipation of a distribution. The amount of such distribution is included in
the price paid for the shares, and the price of the shares is reduced on the
date of the distribution by the amount of the distribution. Furthermore, any
such distribution, although in effect a return of capital, is taxable as stated
below.
TAX CONSIDERATIONS
The Fund has qualified and expects to continue to qualify for the special
tax treatment afforded regulated investment companies under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"). As such, the Fund is not
subject to Federal income tax on that part of its investment company taxable
income (consisting generally of net investment income, net gains from certain
foreign currency transactions, and net short-term capital gain, if any) and any
net capital gain (the excess of net long-term capital gain over net short-term
capital loss) that it distributes to its shareholders. It is the Fund's
intention to distribute substantially all such income and gains.
For federal income tax purposes, dividends paid by the Fund from net
investment income, and the excess of net short-term capital gain over net
long-term capital loss, will be taxable to shareholders as ordinary income.
Distributions paid by the Fund from the excess of net long-term capital gain
over net short-term capital loss will be taxable as long-term capital gains
regardless of how long the shareholder has held its shares. These tax
consequences will apply regardless of whether the shareholder elects to have
distributions reinvested in additional shares or paid in cash. A portion of the
dividends paid to corporate shareholders may qualify for the corporate
dividends-received deduction to the extent the Fund earns qualifying dividends.
Each shareholder will receive a statement after each calendar year setting forth
the amount and character of distributions received from the Fund for federal tax
purposes.
16
<PAGE>
For IRAs and pension plans, dividends and capital gains are reinvested and
NOT taxed until a qualified distribution is received from the IRA or pension
plan. A 20% withholding is required on the taxable portion of distributions from
certain retirement plans that are eligible for direct rollover, but which are
not directly rolled into another eligible plan.
Individuals and certain other classes of shareholders may be subject to
back-up withholding of federal income tax on distributions, redemptions, and
exchanges if they fail to furnish their correct taxpayer identification number
(or are otherwise subject to back-up withholding). Individuals, corporations and
other shareholders that are not U.S. persons under the Code are subject to
different tax rules.
In addition to federal taxes, shareholders may be subject to state and local
taxes on payments received from the Fund.
The foregoing is only a summary of some of the important Federal income tax
considerations generally affecting the Fund and its shareholders; see the
Statement of Additional Information for a more detailed discussion. Prospective
investors are urged to consult their tax advisors.
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<S> <C>
Table of Contents
General Information and History........................................................... 1
Description of Certain Investments........................................................ 1
Investment Restrictions................................................................... 2
Management of the Fund.................................................................... 4
Investment Advisory and Other Services.................................................... 6
Brokerage Allocation...................................................................... 9
Personal Investing........................................................................ 10
Pricing of Securities..................................................................... 11
Reduction in Sales Charge................................................................. 11
Retirement Plans.......................................................................... 14
Taxes..................................................................................... 15
Calculation of Performance Data........................................................... 16
Financial Statements...................................................................... 18
Additional Information.................................................................... 18
</TABLE>
--------------
FOR FURTHER INFORMATION CONCERNING THE FUND, PLEASE CONSULT THE FUND'S STATEMENT
OF ADDITIONAL INFORMATION DATED MAY 1, 1997.
17
<PAGE>
MAP-EQUITY FUND
520 BROAD STREET
NEWARK, NEW JERSEY 07102-3111
1-800-559-5535
DISTRIBUTOR
FIRST PRIORITY INVESTMENT CORPORATION
520 BROAD STREET
NEWARK, NEW JERSEY 07102-3111
1-800-559-5535
INVESTMENT ADVISER
MARKSTON INVESTMENT MANAGEMENT
1 NORTH LEXINGTON AVENUE
WHITE PLAINS, NEW YORK 10601
(914) 761-4700
CUSTODIAN AND TRANSFER AGENT
STATE STREET BANK & TRUST COMPANY
P.O. BOX 8500
BOSTON, MASSACHUSETTS 02266-8500
1-800-343-0529
SPECIAL COUNSEL
SUTHERLAND, ASBILL & BRENNAN, L.L.P.
WASHINGTON, D.C.
INDEPENDENT ACCOUNTANTS
PRICE WATERHOUSE LLP
NEW YORK, NEW YORK
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
L FS-301(5-97)
[LOGO]
<PAGE>
MAP-EQUITY FUND
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1997
This Statement of Additional Information is not a prospectus, but has been
incorporated by reference into, and should be read in conjunction with, the
Prospectus of MAP-Equity Fund dated May 1, 1997. A copy of the Prospectus may
be obtained from the Fund's Distributor, First Priority Investment Corporation
("First Priority"), 520 Broad Street, Newark, New Jersey 07102-3111, Attn: MAP-
EQUITY FUND, or by telephoning 1-800-559-5535.
TABLE OF CONTENTS
Cross-Reference
to Page in
Page Prospectus
General Information and History .......... 1 6
Description of Certain Investments ....... 1 4
Investment Restrictions .................. 2 4
Management of the Fund ................... 4 6
Investment Advisory and Other Services ... 6 6
Brokerage Allocation ..................... 9 -
Personal Investing ....................... 10 -
Pricing of Securities .................... 11 9
Reduction in Sales Charge ................ 11 10
Retirement Plans ......................... 14 11
Taxes .................................... 15 16
Calculation of Performance Data .......... 16 4
Financial Statements ..................... 18 -
Additional Information ................... 18 -
GENERAL INFORMATION AND HISTORY
The business history of MAP-Equity Fund (the "Fund") is described in its
Prospectus. Prior to May 1, 1995, the Fund was known as Mutual Benefit Fund.
DESCRIPTION OF CERTAIN INVESTMENTS
The Fund's investment objective and policies are described in the Fund's
Prospectus under "Investment Policies".
The following is a description of certain types of investments which may be
made by the Fund and certain investment restrictions imposed on the Fund in
seeking to achieve its objective:
A warrant is a right which entitles its holder, for a specified period of
time, to acquire a specified number of shares of common stock for a specified
price per share. If the share price at the time the warrant is exercised
exceeds the total of the exercise price of the warrant and its purchase price,
the Fund experiences a gain to the extent by which this total is exceeded by the
share price. However, if the share price at the time the warrant expires is less
than the exercise price of the warrant, the Fund will suffer a loss to the
extent of the purchase price of the warrant.
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The Fund restricts its investment in securities of foreign issuers to not
more than 10% of the value of the Fund's total net assets. Such securities may
be subject to additional federal taxes which would have the effect of increasing
the cost of such investments and may be subject to foreign government taxes
which could reduce the income yield on such securities.
In addition, foreign investments may be affected favorably or unfavorably
by changes in currency rates and exchange control regulations. There may be less
publicly available information about a foreign company than about a United
States ("U.S.") company, and foreign companies may not be subject to accounting,
auditing and financial reporting standards and requirements comparable to those
applicable to U.S. companies. Securities of some foreign companies are less
liquid or more volatile than securities of U.S. companies, and foreign brokerage
commissions are generally higher than in the United States. Investments in
foreign securities may also be subject to other risks different from those
affecting U.S. investments, including local political or economic developments,
expropriation or nationalization of assets and imposition of withholding taxes
on dividend or interest payments.
In addition to the investments described in the Fund's Prospectus, the Fund
may also buy "restricted" securities which cannot be sold publicly until
registered under the Securities Act of 1933. The Fund's ability to dispose of
investments in "restricted" securities at reasonable price levels might be
limited unless and until their registration under the Securities Act of 1933 has
been completed. The Fund will endeavor to have the issuing company pay all the
expenses of any such registration, but there is no assurance that the Fund will
not have to pay all or some of these expenses. The Fund has not invested in any
"restricted" securities to date, and has no current intention of doing so in the
future.
INVESTMENT RESTRICTIONS
The investment objectives and policies stated above as well as those
described in the Prospectus may be changed without shareholder approval. The
following investment restrictions are fundamental policies of the Fund and may
not be changed without the approval by vote of a majority of the Fund's
shareholders.
The Fund does not
1. invest more than 10% of the value of its total net assets in
securities which are not readily marketable, such as restricted stock,
debt obligations acquired in private transactions, and securities
which are secured by interests in real estate; or more than 5% of the
value of its total assets in equity securities which are not readily
marketable,
2. invest in real estate, although it may buy securities of companies
which deal in real estate and securities which are secured by
interests in real estate, including interests in real estate
investment trusts,
3. invest in commodities or commodity contracts,
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4. invest in securities of other registered investment companies, except
by purchases in the open market involving only customary broker's
commissions or as part of a merger, consolidation, or acquisition,
subject to limitations in the Investment Company Act of 1940,
5. make loans, except by the purchase of bonds or other debt obligations
customarily distributed privately to institutional investors,
6. invest more than 25% of the value of its total assets in securities of
any one industry,
7. invest more than 5% of the value of its total assets in securities
(except U.S. Government securities) of any one issuer,
8. invest in more than 8% of the outstanding voting securities, or in
more than 10% of any other class of securities, of any one issuer,
9. invest more than 5% of the value of its total assets in securities of
companies having a record of less than three years of continuous
operations,
10. act as an underwriter of securities of other issuers, except to the
extent that it may be deemed to be an underwriter in reselling
securities, such as restricted securities, acquired in private
transactions and subsequently registered under the Securities Act of
1933,
11. borrow money, except that, as a temporary measure for extraordinary or
emergency purposes and not for investment purposes, the Fund may
borrow from banks up to 10% of its total assets taken at cost,
provided the total borrowings have an asset coverage, based on value,
of a least 300%,
12. pledge more than 15% of its total assets taken at cost (as an
operating policy, the Fund will not pledge its assets to the extent
that the percentage of net assets pledged plus sales load will exceed
10% of the Fund's offering price),
13. sell securities short,
14. buy securities on margin, except that it may obtain such short-term
credits as may be necessary for the clearance of purchases and sales
of securities,
15. invest in, or write, puts, calls, or combinations thereof,
16. invest in interests in oil, gas or other mineral exploration or
development programs,
17. buy or hold the securities of any issuer, if the officers and
directors of the Fund or of its investment adviser, who individually
own beneficially more than one-half of 1% of the securities of such
issuer, together own more than 5% of the securities of such issuer,
18. participate on a joint or joint and several basis in any trading
account in securities, or
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19. invest in companies for the purpose of exercising control of
management.
The Fund does not issue senior securities except to the extent set out in
paragraph 11 above.
MANAGEMENT OF THE FUND
The directors and officers of the Fund, together with a brief description
of their occupations during the past five years, are as follows:
+* Kathleen M. Koerber, President and Director
520 Broad Street
Newark, New Jersey 07102-3111
Executive Vice President - Operations and Chief Operating Officer, MBL
Life since September 1991; Director, First Priority; Member of the
Management Committee of Markston Investment Management ("Markston").
*+ William G. Clark, Executive Vice President and Director
520 Broad Street
Newark, New Jersey 07102-3111
Senior Vice President - Pension and Investment Products, MBL Life
since 1995, prior thereto Vice President - Group Pension Operations;
Director and President, First Priority; Member of the Management
Committee of Markston.
Horace J. DePodwin, Director
One Gateway Center, Suite 420
Newark, New Jersey 07102
President, Economic Studies, Inc.; Professor and Dean Emeritus,
Graduate School of Management, Rutgers - The State University of New
Jersey.
Herbert M. Groce, Jr., Director
875 Berkshire Valley Road
Wharton, New Jersey 07885
The Most Reverend, Archbishop of the Diocese of St. Paul, Metropolitan
of the Anglican Rite, Synod of the Americas, The Holy Catholic Church
as 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.
- -----------------
+ Member of the Executive Committee.
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Jerome M. Scheckman, Director
P.O. Box 807
Plandome, New York 11030
Formerly Consultant and Managing Director, Salomon Brothers Inc.;
Member of the Corporation, Babson College; Member of the Auxiliary
Board, Mt. Sinai Hospital; Member of the Business Advisory Counsel,
Alfred University.
* Albert W. Leier, Vice President and Treasurer
520 Broad Street
Newark, New Jersey 07102-3111
Vice President and Controller, MBL Life; Director, Vice President and
Treasurer, First Priority;
* Judith C. Keilp, Vice President and Secretary
520 Broad Street
Newark, New Jersey 07102-3111
Counsel, MBL Life since 1993, prior thereto Associate Counsel since
1989; Vice President and Secretary, First Priority.
* Christine M. Dempsey, Assistant Treasurer
520 Broad Street
Newark, New Jersey 07102-3111
Director of Financial Reporting, MBL Life since 1994; prior thereto
Manager of Financial Reporting Department, MBL Life.
* Vicki J. Herbst, Assistant Secretary
520 Broad Street
Newark, New Jersey 07102-3111
Registered Products Compliance Manager, MBL Life since 1994, prior
thereto Legal Assistant, MBL Life.
The above-named directors and officers serve in the same capacities for
MAP-Government Fund, Inc. and MBL Growth Fund, Inc.
Mr. Scheckman also serves as a Member of the Management Committee of the
MBL Variable Contract Account-7, a managed separate account sponsored by MBL
Life.
The officers carry out the Fund's day-to-day functions, subject to the
supervision of the Fund's Board of Directors which has final responsibility for
the Management of the Fund's affairs and which exercises such responsibility
between meetings through its Executive Committee. The Fund pays no remuneration
to directors who also serve as directors, officers or employees of MBL Life,
Markston or First Priority. Aggregate compensation of other directors, who are
not interested persons of MBL Life, Markston or First Priority, paid by the Fund
during 1996 is shown below. The Fund does not pay pension or retirement
benefits to the Directors.
* Interested person of the Fund. Prior to May 1, 1994, each individual
maintained a similar position and/or title with the Mutual Benefit Life
Insurance Company in Rehabilitation ("Mutual Benefit Life"); that he or she
now holds with MBL Life Assurance Corporation ("MBL Life").
<PAGE>
Total Compensation
from Fund and Fund
Name of Person, Aggregate Compen- Complex Paid to
Position sation from Fund Directors
- -------------- ----------------- ------------------
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
As of the date of this Statement of Additional Information, the directors
and officers of the Fund each owned less than 1% of its outstanding shares.
INVESTMENT ADVISORY AND OTHER SERVICES
Markston, the Fund's investment adviser, is a New Jersey partnership
between Markston International, Inc. and MBL Sales Corporation. Markston
International, Inc., which is wholly-owned by John R. Stone, Michael J.
Mullarkey and other Markston employees, is a 49% general partner of Markston,
and MBL Sales Corporation, an indirect wholly-owned subsidiary of MBL Life, is a
51% general partner.
On January 7, 1971, Mutual Benefit Life provided the Fund's initial capital
by buying, for investment purposes, 50,000 shares of common stock at $10.00 per
share. In accordance with the Plan of Rehabilitation of Mutual Benefit Life, as
approved by the Superior Court of New Jersey (the "Plan"), substantially all of
the assets and certain liabilities, including all insurance liabilities, of
Mutual Benefit Life were transferred to MBL Life on April 29, 1994 (the
"Transfer"), including Mutual Benefit Life's direct investment in the Fund. The
Plan also requires a reallocation over time of MBL Life's assets, including what
was Mutual Benefit Life's direct investment in the Fund, which could result in a
reduction of the amounts currently invested in the Fund. As of April 1, 1997
MBL Life's direct investment in the Fund was 50% of the Fund's outstanding
shares. MBL Life may be deemed to "control" the Fund, as that term is defined
in the Investment Company Act of 1940. Such control will dilute the voting
rights of other shareholders.
Markston, pursuant to an Investment Advisory Agreement, provides the Fund
with investment advisory and management services, including investment
recommendations based on a continual study of the general economy and specific
industries and companies, placement of orders for the purchase and sale of
investment securities, office space, all necessary office facilities, all
personnel reasonably necessary for the Fund's operations and ordinary clerical
services, and all compensation of directors, officers and employees of the Fund
except for compensation of the Fund's directors who are not interested persons
of MBL Life, Markston or First Priority.
<PAGE>
In return for these services, Markston receives a basic fee, adjusted for
investment performance, at the annual rate of .50% of the first $200,000,000 of
the Fund's daily net asset value, .45% of the next $100,000,000 of such value,
.40% of the next $100,000,000 of such value and .35% of all such value in excess
of $400,000,000. The fee is computed and accrued daily and paid quarterly.
The basic fee may be increased or decreased by an amount (the "adjustment
amount") determined according to a formula based on the Fund's performance in
relation to the Standard and Poor's 500 Composite Stock Index (the "Index"). A
period of 104 consecutive weeks is the full period over which performance is
computed. This period is a rolling period with each calendar week designated as
a subperiod, with the most recent subperiod substituted for the earliest
subperiod as time passes. The performance related portion of the fee is
computed over this rolling period, and the fee is payable quarterly.
This formula provides for an increase or decrease in the basic fee by an
"adjustment rate" equal to .05% per annum (.00096% per week) for each full two
percentage points that the Fund's investment performance (reflecting
reinvestment of cash distributions) is better or worse respectively, than the
investment record of the Index (with cash distributions also reinvested) for the
104 calendar week period. The maximum adjustment is .30% per annum (.00577% per
week) for performance better or worse than that of the Index by 12 percentage
points or more.
The investment performance of the Fund for any period is equal to the
change in the Fund's net asset value per share during such period expressed as a
percentage of the Fund's net asset value per share at the beginning of such
period. The investment record of the Index for the same period is the change in
the level of the Index during such period expressed as a percentage of the Index
level at the beginning of the period.
Because the adjustment to the basic fee rate is based on the comparative
performance of the Fund and the Index, the controlling factor is not whether
Fund performance is up or down per se, but whether it is up or down more or less
than the Index. Moreover, the comparative investment performance of the Fund is
based solely on the relevant performance period without regard to the cumulative
performance over a longer or shorter period of time.
Markston has entered into a separate Service Agreement with the Fund and
MBL Life under which MBL Life furnishes, on a cost reimbursement basis,
investment advisory and other personnel, research and statistical facilities,
and services required by Markston in connection with its performance under the
Investment Advisory Agreement.
During 1994, 1995 and 1996, respectively, Markston received from the Fund
advisory fees of $242,423, $176,644, and $231,755. Expenses did not exceed the
1 1/2% limitation in 1994, 1995 or 1996.
From January 1, 1994 through April 30, 1994, respectively, Markston
reimbursed Mutual Benefit Life $13,234 under that Service Agreement, and from
May 1, 1994 through December 31, 1994, Markston reimbursed MBL Life $24,469.
During 1995 and 1996, Markston reimbursed MBL Life $ 41,226 and $32,740,
respectively.
<PAGE>
The present Investment Advisory Agreement and Service Agreement were last
approved by the Fund's shareholders on April 12, 1995 and by the Fund's Board of
Directors on February 13, 1997. The Investment Advisory Agreement and Service
Agreement will continue from year to year, provided that continuance is approved
at least annually (1) by the vote, at a meeting, of a majority of the directors
who are not parties to the Agreement or interested persons, as defined in the
Investment Company Act of 1940, of such parties and (2) by the Fund's Board of
Directors or by the vote of a majority of the outstanding voting securities of
the Fund. Each Agreement may be terminated at any time by the Fund on written
notice of not more than 60 days, nor less than 30 days, and automatically
terminates in the event of assignment. Each Agreement may be terminated at any
time by Markston on written notice to the Fund of not less than one year.
Under a Distributor's Agreement, as amended, First Priority distributes the
Fund's shares on a best efforts basis. As distributor First Priority does not
act as the Fund's agent, but rather as principal which purchases securities from
the Fund and resells them for its own account. First Priority assumes certain
expenses in connection with the offering and sale of Fund shares, including the
expenses of printing and distributing Fund prospectuses and preparing, printing
and distributing advertising and sales literature (including copies of reports
to shareholders used as sales literature).
First Priority became the Fund's distributor on May 1, 1994. Prior
thereto, Green Hill Financial Service Corporation ("FISCO") served as
distributor. In return for its services, First Priority retains the sales
charge (see "Purchase of Shares" in the Prospectus) paid by purchasers of Fund
shares, except that First Priority reallows to dealers 82% of any sales charge
on shares sold by dealers pursuant to selling agreements with First Priority.
From time to time, the reallocation percentage may be increased up to 100% as a
sales incentive. During 1994, FISCO received $9,566 and First Priority received
$9,705 in connection with the Fund for the period in which each acted as the
Fund's distributor. During 1995 and 1996, First Priority received $27,388 and
$22,754, respectively.
The Fund pays all corporate expenses incurred in its operation not assumed
by Markston or First Priority, including brokers' commissions; interest charges;
taxes and governmental fees attributable to transactions for the Fund; all other
applicable taxes arising out of the investment operations of the Fund, including
income and capital gains taxes, if any; expenses of the issue or redemption of
shares; expenses of registering or qualifying shares for sale; charges of
custodians (for custodial, bookkeeping, and daily share-pricing services),
transfer agents (including the cost of printing and mailing reports, proxy
statements and notices to shareholders), and registrars; costs of auditing and
legal services provided by independent firms; and premiums for investment
company errors and omission insurance.
To the extent that any expenses are allocated between the Fund and any
other entity, the method of allocation is approved by the Fund's Board of
Directors.
Markston and First Priority perform similar services for MBL Growth Fund,
Inc., a mutual fund which is available for purchase only through separate
accounts of MBL Life. First Priority serves as investment adviser and
distributor for MAP-Government Fund, Inc., a money market fund, and for MBL
Variable Contract Account-7, a separate
<PAGE>
account of MBL Life, registered as an investment company. Markston and First
Priority also perform investment advisory and distributor services,
respectively, for other entities.
State Street Bank & Trust Company, P.O. Box 8500, Boston, Massachusetts
02266-8500, is custodian of the Fund's investment securities and other assets.
The Bank also serves as the Fund's transfer and dividend disbursing agent
through an affiliate, Boston Financial Data Services, Inc., Two Heritage Drive,
Quincy, Massachusetts 02171. In carrying out these functions, neither the Bank
nor its affiliate perform managerial or policymaking functions for the Fund.
BROKERAGE ALLOCATION
Markston makes decisions as to buying and selling investment securities.
In placing orders with brokers and dealers for the purchase and sale of the
Fund's investment securities, Markston seeks the best execution at the most
favorable prices, considering all of the circumstances. Purchases and sales of
securities in the over-the-counter market are transacted with principal market
makers, except where it is believed that better prices and executions are
available elsewhere.
While Markston does not intend to limit the placement of orders to any
particular broker, it generally gives preference to those brokers who are
believed to give best execution at the most favorable prices and who also
provide research and other brokerage services to Markston and the Fund. Research
services include written and oral advice, analyses and reports concerning
issuers, industries, securities, markets, economic factors and trends, and
portfolio strategy.
Commissions charged to the Fund by brokers who provide these services have
been higher than commissions charged by those who do not provide them. These
higher commissions are paid only if Markston determines that they are reasonable
in relation to the value of the services provided and it has reported to the
Fund, on a periodic basis, to that effect. Markston investment personnel
determine the overall reasonableness of commissions paid by rating brokers on
such general factors as execution capabilities, quality of research and
financial condition, as well as the net results of specific transactions, taking
into account such factors as price, promptness, size of order and difficulty of
execution. Markston will not use broker commissions to offset business
operating expenses. The availability of those services was taken into account
in establishing the investment advisory fee.
Markston does not purchase securities for the Fund from dealers in
principal transactions, including underwritten public offerings, with the
intention of receiving research, although Markston frequently receives the
standard published research of these dealers. Markston believes that the Fund
could receive no better prices, consistent with the best execution, for the
securities purchased, even if Markston were to receive no research.
Because Markston's personnel also provide investment advisory services to
MBL Life, MBL Growth Fund, Inc., and other advisory clients, it may be difficult
to quantify the relative benefits received by the Fund and these other entities
from research provided by brokers.
<PAGE>
The Fund paid total brokerage commissions of $45,886 in 1994 (on portfolio
transactions amounting to $36,236,633), of which approximately 30% was paid to
brokers that provided research, $50,270 in 1995 (on portfolio transactions
amounting to $46,372,930), of which approximately 40% was paid to brokers that
provided research; and $48,782 in 1996 (on portfolio transactions amounting to
$52,030,342), of which approximately 41% was paid to brokers that provided
research.
In light of the fact that Markston also serves as investment adviser to MBL
Life, MBL Growth Fund, Inc. and to other advisory accounts that may or may not
be registered investment companies, securities of the same issuer may be
included, from time to time, in the portfolios of the Fund and these other
entities where it is consistent with their respective investment objectives. If
these entities desire to buy or sell the same portfolio security at about the
same time, combined purchases and sales are made and normally allocated at the
average price and as nearly as practicable on a pro-rata basis in proportion to
the amounts desired to be purchased or sold by each entity. While it is
conceivable that in certain instances this procedure, "bunching", could
adversely affect the price or number of shares involved in the Fund's
transaction, it is believed that the procedure generally contributes to better
overall execution of the Fund's portfolio transactions.
PERSONAL INVESTING
Personal Investing by Access Persons of the Fund is subject to the Fund's
Code of Ethics. Access Persons are permitted to trade for their own accounts
subject to certain restrictions. "Access Person" means any director, officer,
general partner, and Investment Personnel of the Fund. Investment Personnel,
which include portfolio managers, securities analysts, traders, and control
persons of Markston, must preclear all trades.
Trading in a security is not permitted generally if an Access Person knows
or should have known at the time of trade that such security is being considered
for purchase or sale by the Fund, or is being purchased or sold by the Fund.
Generally, for Access Persons, personal investing is permitted if trades
are either 1) not on Markston's list of securities held by or under
consideration for purchase by the Fund ("Prior Approval List"), or 2)
precleared. Preclearance will be granted because the trade would be: (a) (i)
very unlikely to be harmful to the Fund, (ii) very unlikely to affect a highly
institutional market, (iii) clearly not related economically to the securities
to be purchased, sold or held by the Fund, (iv) outside a fifteen day window
consisting of seven days prior to trade date, the trade date, and seven days
thereafter; (v) in a large capitalization company (Standard & Poor's 100), which
transaction would provide a minimal potential for conflict, or (vi) at a price
which is not more favorable than that obtained by the Fund; or (b) in an
aggregate amount of $5,000 or less within any three month period in securities
of a company with a very large market capitalization and high average daily
trading volume. Access Persons must seek preclearance for trades which appear
on the Prior Approval List and which are otherwise prohibited or not otherwise
exempt as set forth in the Fund's Code of Ethics.
<PAGE>
All Access Persons must report all trades subject to the Code of Ethics on
a quarterly basis. Access Persons who violate the Code of Ethics are subject to
sanctions as the Board of Directors deems appropriate, and any profits realized
on trades in violation of the Code of Ethics must be disgorged to the Fund or to
charity.
PRICING OF SECURITIES
The offering price of Fund shares is equal to the net asset value per share
plus a sales charge. The net asset value of Fund shares is computed by dividing
the value of the Fund's investment securities, plus cash and all other assets,
less all liabilities, by the number of Fund shares outstanding. The value of
the Fund's investment securities is determined as follows:
1. securities traded on a national securities exchange are valued at
the last sale price, on such securities exchange, on the day the
valuation is being computed;
2. securities traded on a national securities exchange for which
there is no sale on that day and securities traded over-the-
counter are valued at the last bid price; and
3. securities for which there are no readily available market
quotations and all other assets are valued at fair value by, or
under authority delegated by, the Fund's Board of Directors. In
determining the value of "restricted" securities, suitable
recognition will be given to such factors as the amount of the
discount at which the securities were acquired, the extent of the
Fund's right to require registration under the Securities Act of
1933 and the provisions as to payment of costs of such
registration, the nature of the market, if any, in which the
securities are traded, the amount of the floating supply of the
securities, and the prospects of the company issuing the
securities.
Notwithstanding the foregoing, all debt securities having a remaining
maturity of 60 days or less are valued under the amortized cost method of
valuation. Under this method, securities are initially valued at their
acquisition date (or the date on which they first have a maturity of 60 days or
less), and their subsequent value is based on such initial value, assuming a
constant accretion of a discount or amortization of a premium to maturity,
regardless of any subsequent minor fluctuations in the market value of the
security.
REDUCTION IN SALES CHARGE
The sales charge generally applicable on the purchase of Fund shares is
described in the Prospectus under "How the Offering Price is Determined".
Certain reductions in the sales charge, in addition to the descriptions under
"Shares" in the Prospectus, may be available to qualified purchasers as follows:
ACCUMULATION PRIVILEGE. The applicable sales charge is determined by
adding the current net asset value of any shares already owned by the
shareholder to the amount of the new purchase. The corresponding percentage
factor set forth in the Prospectus under "How the Offering Price is Determined"
is then applied to the entire amount of the new purchase. For example, if a
shareholder currently owns shares with a
<PAGE>
value of $10,000 and makes an additional investment of $40,000, the sales charge
applicable to the $40,000 investment would be 4.25%. The accumulation privilege
also applies under a Letter of Intent.
COMBINATION PRIVILEGE. Purchases made by an individual, or by an
individual and/or his or her spouse and children under age 21 purchasing shares
for his or her or their own account, or by a trustee or other fiduciary
purchasing for a single trust estate or single fiduciary account (including a
pension, profit-sharing, or other employee benefit trust created pursuant to a
plan qualified under Section 401 of the Internal Revenue Code of 1986, as
amended) will be treated as purchases made by a single shareholder in
calculating the sales charge.
LETTER OF INTENT. The reduced sales charges set forth in the Prospectus
are also applicable to total purchases made within a 13-month period by a
purchaser who signs a Letter of Intent on a form provided by First Priority.
The Letter of Intent indicates the amount which the shareholder intends (but is
not obligated) to purchase and provides that the sales charges on all purchases
made during the period will be computed as though the total amount had been
purchased at one time. Shares purchased under the Letter of Intent and redeemed
during its term, and shares purchased as a result of the reinvestment of
distributions of dividends and realized capital gains shall not be regarded as
having been purchased for the purpose of fulfilling the Letter of Intent. The
Letter of Intent provides for a price adjustment in the event the actual amount
invested during the 13-month period is less than the amount specified, and for
the holding of sufficient shares in escrow to make up any difference in sales
price based upon the amount actually purchased. The Letter of Intent may be
amended at any time to increase the amount indicated, with the consent of First
Priority and any dealer through whom the purchases are made.
DETERMINATION OF REDUCED CHARGES. In determining the reduced charges for
the purchase of shares with respect to the (a) Accumulation Privilege, (b)
Combination Privilege and (c) Letter of Intent, shares of the Fund, held in the
purchaser's account and any accounts combined with the purchaser's account, will
be included. The principal reason for permitting reduced charges in all three
cases is to provide equality of cost between shareholders purchasing larger
dollar amounts with shareholders who choose to purchase smaller incremental
amounts over a period of time. The reduced charges under (a) and (b) above will
be available only if proper notification is given with each purchase, that the
purchase qualifies or will qualify for a reduced charge.
PURCHASE AT NET ASSET VALUE. Shares may be purchased at net asset value,
i.e., without sales charge, by certain officers, directors or employees of First
Priority, Markston, MBL Life and their affiliates, and by any disinterested
director of the Fund. Shares may also be purchased at net asset value without a
sales charge by sales representatives and supervising representatives of First
Priority, and by any trust, pension, profit-sharing or other benefit plan for
such persons or for full-time employees of Markston. Officers, directors and
employees continue to be eligible to purchase shares at net asset value after
they retire or become disabled (excluding termination of services). Similarly,
disinterested directors of the Fund continue to be eligible after they
discontinue their position. Spouses and minor children of any officer, director
or employee are also eligible. Purchases at net asset value will not be
permitted, however, unless the purchaser gives notification, when the initial
purchase takes place, that the purchaser qualifies for this offer. The
principal reason for
<PAGE>
permitting sales at net asset value to those persons who serve the Fund or work
for companies affiliated with the Fund is to promote employee incentive and good
will and to enhance employee morale. Shares may also be purchased at net asset
value a) by registered representatives of broker-dealers who have selling
agreements with First Priority and who are purchasing shares for their own
accounts only; b) by participants in certain group trusts for employer-sponsored
401(k) retirement plans; c) through investment advisers registered with the SEC
and/or appropriate state authorities, who charge a fee for their advisory
services, and who clear such share transactions through a broker-dealer (which
may impose transaction fees with respect to such transactions) having a selling
group agreement with First Priority, the Fund's Distributor; d) through accounts
opened by a broker-dealer, bank, trust company or thrift institution, acting as
a fiduciary with respect to such accounts, provided that appropriate
notification of such fiduciary relationship is reported at the time of
investment to First Priority and the Fund's transfer agent; e) by investors
purchasing shares with proceeds withdrawn or redeemed without imposition of a
moratorium charge from fixed insurance or fixed annuity products issued by
Mutual Benefit Life, which products were assumptively reinsured by MBL Life; and
f) by investors who are policyholders, contractholders, annuitants, or
participants under contracts of MBL Life, where MBL Life maintains such
participants records. These participants can purchase shares at net asset value
because of reduced distribution costs to these plans.
EXCHANGE PRIVILEGE. Shares of the Fund may be purchased by exchanging
shares of MAP-Government Fund, Inc. ("MGF"), a money market fund, by a request
in writing or by telephone. Shares to be exchanged are redeemed at their net
asset value as determined at the close of business on the day that an exchange
request is received by State Street Bank, if such request is received prior to
4:00 p.m. Eastern Time. (Requests received after 4:00 p.m. will be valued as of
the close of business on the next business day.) Shares to be purchased will
also be valued as of the close of business on the day that an exchange request
is received, if received prior to 4:00 p.m. Eastern Time. MGF shares are
purchased without a sales charge.
Shares for which the shareholder is holding physical Certificates must be
returned before shares can be exchanged. The exchange must be made between
established accounts having identical registrations and addresses.
A minimum of $250 must be maintained in the shareholder's Fund account to
maintain an open account. A maximum amount of $250,000 of Fund shares can be
exchanged during a 90-day period. (See: "How to Redeem Fund Shares" in the
Prospectus.) There is no maximum limit on the amount of MGF shares which can be
exchanged into the Fund.
Initial investments in MGF exchanged for Fund shares can be used to satisfy
a Letter of Intent and are eligible for Rights of Accumulation and Combination
Privileges. The full amount of the purchase price for the shares being
exchanged must have already been received by the Fund. The account from which
shares have been exchanged must be coded as having a certified taxpayer
identification number on file or, in the alternative, an appropriate IRS Form W-
8 (certificate of foreign status) or Form W-9 (certifying exempt status) must
have been received by the Fund.
Newly acquired shares (through either an initial or subsequent investment)
may be exchanged ten days after acquisition, and all other
<PAGE>
shares may be exchanged after one day. Exchanges in excess of four per year are
subject to an exchange fee. The shares of the fund acquired through exchange
must be qualified for sale in the state in which the shareholder resides.
RETIREMENT PLANS
Shares of the Fund may be used as a funding medium under the following
retirement plans:
1. retirement plans qualified for special tax treatment under Section 401
of the Internal Revenue Code of 1986, as amended ("Code") and adopted
by corporations or self-employed individuals ("Qualified Plans");
2. Individual Retirement Accounts ("IRA") qualified under Section 408(a)
of the Code; and
3. retirement programs qualified under Section 403(b)(7) of the Code and
established for employees of certain educational institutions or
organizations described in Section 501(c)(3) of the Code.
Persons meeting the requirements of the Code may adopt one of these
retirement plans and may fund benefits to be provided under the plan with shares
of the Fund. Under all retirement plans, dividends or other distributions will
be automatically reinvested in additional shares. First Priority
representatives have further details. Persons desiring to create a retirement
plan should consult an attorney or other qualified adviser regarding applicable
federal and state requirements and related tax consequences, including, among
others, adverse tax consequences that may result from contributions in excess of
specified limits; distributions prior to age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution amount; certain prohibited transactions, such as a sales,
exchange, lease, borrowing, or transfer of assets between a retirement plan
account and the participant; and in other specified circumstances. Neither the
Fund nor any of its affiliates shall have any responsibility for the legal or
tax consequences of a retirement plan purchasing shares of the Fund.
Code Section 401(a) permits employers to establish various types of
Qualified Plans for employees, and permits self-employed individuals to
establish Qualified Plans for themselves and their employees. These retirement
plans may permit the purchase of the Fund shares to accumulate retirement
savings under the plans. Persons desiring to create a Qualified Plan may adopt
a prototype plan provided by First Priority and approved by the Internal Revenue
Service, or may have legal counsel prepare an individual plan document.
Prototype IRA Plans, approved by the Internal Revenue Service, are also
available from First Priority. The maximum contribution for any participant in
an IRA Plan is 100% of earned income, but not greater than $2,000. The IRA
deduction is phased-out pro rata between $25,000 and $35,000 of adjusted gross
income for a single taxpayer who is covered by certain retirement plans and
between $40,000 and $50,000 of adjusted gross income for married taxpayers
filing a joint return where either spouse is covered by certain retirement
plans. Individuals who are not eligible to make deductible IRA contributions
because of their
<PAGE>
adjusted gross income level and participation in other retirement plans may make
non-deductible IRA contributions. Individuals may also contribute up to $2,000
to an IRA established for a non-working spouse. Earnings on all IRA
contributions accumulate on a tax-deferred basis. The full initial IRA
contribution will be returned to the purchaser under an IRA Plan upon request
received by First Priority within seven days of the date of application.
Otherwise, an account will be established at the end of the seven day period at
the next offering price then applicable. The Code requires a trustee or
custodian for an IRA account.
Any financial institution meeting the requirements of the Code may serve as
the custodian for a 403(b)(7) Custodial Account pursuant to a Custodial
Agreement. The Custodial Agreement is intended for use by employers and
eligible persons who wish to have contributions made by or on behalf of
employees pursuant to a Section 403(b) Plan held for their benefit in the
Custodial Account, which is invested in shares of the Fund. Any employee
eligible to participate in the Section 403(b) Plan may establish a Custodial
Account by signing a Custodial Account application and, if applicable, a salary
reduction agreement with the employer. In general, the Custodial Account shall
be deemed to have been established for an employee upon acceptance of the
account application by the custodian and payment to the custodian of the initial
contribution in the amount specified pursuant to the agreement. Shares in the
Fund will typically be purchased by the custodian on the business day that
Federal Funds are available to it, which generally is the second day after
receipt by a custodian of a check for the purchase of shares. Contributions
made to the Custodial Account are subject to limitations set forth in the
employer's plan or in the Code.
For shares held under a retirement plan, the Fund will honor redemption
requests only when submitted through the Plan trustee or custodian. Payments of
redemption proceeds to plan participants may be subject to restrictions
contained in the plan documents or in the Code.
TAXES
The Fund intends to qualify and to continue to qualify as a regulated
investment company ("RIC") under the Code. The "Distribution Requirement," in
order to qualify for that treatment, is that the Fund must distribute to its
shareholders for each taxable year at least 90% of its investment company
taxable income, consisting generally of net investment income, net short-term
capital gain, and net gains from certain foreign currency transactions. The
Fund must also meet the following additional requirements: (1) The Fund must
derive at least 90% of its gross income each taxable year from dividends,
interest, payments with respect to securities loans, and gains from the sale or
other disposition of securities or foreign currencies, or other income
(including gains from options, futures, or forward contracts) derived with
respect to its business of investing in securities or those currencies ("Income
Requirement"); (2) The Fund must derive less than 30% of its gross income each
taxable year from gains (without including losses) on the sale or other
disposition of securities, or any of the following, that were held for less than
three months - options, futures, or forward contracts (other than those on
foreign currencies), or foreign currencies (or options, futures, or forward
contracts thereon) that are not directly related to the Fund's principal
business of investing in securities (or options and futures with respect
thereto) ("Short-Short Limitation"); (3) At the close of each quarter of the
<PAGE>
Fund's taxable year, at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities of
other RIC's, and other securities that, with respect to any one issuer, do not
exceed 5% of the value of the Fund's total assets and that do not represent more
than 10% of the outstanding voting securities of the issuer; and (4) At the
close of each quarter of the Fund's taxable year, not more than 25% of the value
of its total assets may be invested in securities (other than U.S. Government
securities or the securities of other RIC's) of any one issuer.
The Fund will be subject to a nondeductible 4% excise tax on amounts not
distributed to shareholders on a timely basis. The Fund intends to make
sufficient distributions to avoid this 4% excise tax.
Dividends and interest received by the Fund may be subject to income,
withholding, or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and foreign countries generally do not impose taxes on capital gains in
respect to investments by foreign investors.
The foregoing is only a general summary of some of the important Federal
income tax considerations generally affecting the Fund and its shareholders. No
attempt is made to present a complete explanation of the Federal tax treatment
of the Fund's activities. Potential investors are urged to consult their own
tax advisors for more detailed information and for information regarding any
applicable state, local, or foreign taxes.
CALCULATION OF PERFORMANCE DATA
Average Annual Total Return
(Period Ended December 31, 1996)
1 Year 5 Year 10 Year
------ ------ -------
Fund 17.94% 14.04% 14.04%
Compared to:
S&P 500 22.95% 15.20% 15.26%
The average annual total return of the Fund shown above, as described in
the Prospectus, "Performance Related Information", is a measure of the change in
the value of an investment in the Fund's shares over the period covered. The
calculation of the total return figures used by the Fund involves four steps:
1. Assume a $1,000 investment in Fund shares at the beginning of the
period illustrated with the deduction of the maximum sales load
of 4.75% of the offering price;
2. Calculate the value of the hypothetical investment as of the end
of the period covered by multiplying the total number of shares
owned at the end of the period by the net asset value per share
on the last trading day of the period;
<PAGE>
3. Assume a total redemption of all shares at the end of the period
covered;
4. Calculate average annual total return by applying the following
formula:
n
P(1 + T) = ERV
P = a hypothetical initial payment of $1,000,
T = average annual total return,
n = number of years,
ERV = ending redeemable value at the end of the 1, 5, or 10
year periods of a hypothetical $1,000 payment made at
the beginning of the 1, 5, or 10 year periods.
Average annual total return is the average annual percentage increase
(decrease) during the period covered.
In making this calculation it is assumed that all dividends and
distributions made by the Fund are reinvested at net asset value, i.e. with no
sales charge, on the reinvestment date. All Fund expenses and fees (see the
Fund's Prospectus under "Management" and "Shares") are reflected in the
calculation of the Fund's net asset value and, therefore, affect determination
of total return. The calculation does not include fees charged to shareholders
using the Fund as an investment medium for retirement plans (see "Retirement
Plans"). There are no charges deducted upon redemption.
The performance figures illustrated may be compared to performance data for
the Standard and Poor's 500 Stock Index ("S&P 500") which represents an
unmanaged, weighted index of 500 industrial, transportation, utility and
financial companies widely regarded by investors as representative of the stock
market. This Index is not subject to any charges for investment advisory or
other expenses of the type charged to the Fund.
The performance figures illustrated may also be compared to performance
data for the CDA/Weisenberger Index of Long-Term Growth Funds which is an
equally weighted index of mutual funds within the stated objective. The funds
represented in this index involve investment risks which include the loss of
principal invested.
The performance figures illustrated may also be compared to performance
data for the Lipper Growth Fund Index which is an equally weighted performance
index of the largest (30) qualifying funds within the growth objective. This
index is adjusted for capital gains distribution and income dividends.
The performance figures illustrated may also be ranked according to
Morningstar, Inc., an independent company that rates mutual fund performance.
Its proprietary ratings reflect historical risk-adjusted performance.
Morningstar rates a fund's performance relative to its class based on total
returns, adjusted for applicable fees and charges - thus giving the return
figure. It then calculates a risk statistic, based on monthly fund returns.
The result is a risk rating that is subtracted from the return rating, with the
end number leading to the Morningstar rating.
<PAGE>
FINANCIAL STATEMENTS
The Fund incorporates by reference into this Statement of Additional
Information the Financial Statements, including the Schedule of Portfolio
Investments and Financial Highlights, and the Report of Independent Accountants
thereon contained in its 1996 Annual Report to Shareholders.
Copies of the Fund's financial statements are mailed to each shareholder
semiannually. The Fund's annual financial statements are audited by a firm of
independent accountants. The firm of Price Waterhouse LLP has been selected to
audit the Fund's financial statements for the current fiscal year. The Fund
will furnish, without charge, an additional copy of the Annual Report upon
request made to: First Priority Investment Corporation, 520 Broad Street,
Newark, New Jersey 07102-3111, Attn: MAP-EQUITY FUND, telephone number
1-800-559-5535.
ADDITIONAL INFORMATION
This Statement of Additional Information, and the Prospectus to which it
relates, omit some information contained in the registration statement filed
with the Securities and Exchange Commission, Washington, D.C. Copies of such
information may be obtained from the Commission upon payment of the prescribed
fees.
<PAGE>
MAP-EQUITY FUND
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS & EXHIBITS:
(a) Financial Statements filed pursuant to Item 23 of Part B:
The following Financial Statements are incorporated into Part B of this
Registration Statement by reference to the Annual Report to Shareholders
dated December 31, 1996, as filed with the Commission pursuant to
Rule 30b2-1 under the Investment Company Act of 1940 on February 26, 1997
(Accession No. 0000069260-97-000001).
Report of Independent Accountants
Statement of Assets and Liabilities as of December 31, 1996
Statement of Operations, Year Ended December 31, 1996
Statement of Changes in Net Assets, for Each of the Two
Years in the Period Ended December 31, 1996
Schedule of Portfolio Investments, December 31, 1996
Financial Highlights for Each of the Ten Years in the
Period Ended December 31, 1996
(b) Exhibits: *
(1) (a) Certificate of Incorporation and Amendment thereto, incorporated
by reference to earlier filing on January 6, 1971, SEC File
No. 811-2046, Amendment #1 to Form N-8B-1.
(1) (b) Amendment to Certificate of Incorporation, dated April 12, 1995
and effective May 1, 1995, incorporated by reference to earlier filing
on April 27, 1995, SEC File No. 2-36663, Exhibit (1)(b) of Post-
Effective Amendment #35 of Form N-1A.
(2) REGISTRANT'S BY-LAWS AS AMENDED ON APRIL 28, 1997.
(3) Not applicable.
(4) SPECIMEN STOCK CERTIFICATE.
(5) (a)(i) Investment Advisory Agreement, dated April 25, 1983, between
the Registrant and Markston International, Inc., and amended
December 31, 1987 and October 16, 1991, between the Registrant and
Markston Investment Management, as successor to Markston
International, Inc., incorporated by reference to earlier filing on
April 30, 1992, SEC File No. 2-36663, Exhibit (5)(a) of Post-Effective
Amendment #32 of Form N-1A.
(5) (a)(ii) Amendment to Investment Advisory Agreement, dated February 9,
1995 and effective April 12, 1995, incorporated by reference to
earlier filing on April 27, 1995, SEC File No. 2-36663, Exhibit (1)(b)
of Post-Effective Amendment #35 of Form N-1A.
(5) (b) Service Agreement, dated April 29, 1994, among the Registrant,
Markston Investment Management and MBL Life Assurance Corporation,
incorporated by reference to earlier filing on April 29, 1994, SEC
File No. 2-36663, Exhibit (5)(b) of Post-Effective Amendment #34 of
Form N-1A.
(6) (a)(i) Distributor's Agreement, dated April 29, 1994, between
Registrant and First Priority Investment Corporation, incorporated by
<PAGE>
reference to earlier filing on April 29, 1994, SEC File No. 2-36663,
Exhibit (6)(a) of Post-Effective Amendment #34 of Form N-1A.
(6) (a)(ii) Amendment to Distributor's Agreement, dated April 12, 1995,
between Registrant and First Priority Investment Corporation,
incorporating Amendment to Distributor's Agreement dated August 23,
1994, incorporated by reference to earlier filing on April 29, 1994,
SEC File No. 2-36663, Exhibit (6)(a)(ii) of Post-Effective
Amendment #35 of Form N-1A.
(6) (b) Form of Selling Group Agreement between First Priority Investment
Corporation and selected dealers, incorporated by reference to earlier
filing on April 29, 1994, SEC File No. 2-36663, Exhibit (6)(b) of
Post-Effective Amendment #34 of Form N-1A.
(7) Not applicable.
(8) Custodian Fee Schedule, revised December 18, 1992, to the Custodian
Agreement between Registrant and State Street Bank and Trust Company
dated March 4, 1988 incorporated by reference to earlier filing on
April 29, 1988, SEC File No. 2-36663, Exhibit (8) of Post-Effective
Amendment #28 to Form N-1A. Revision dated December 18, 1992,
incorporated by reference to earlier filing on April 30, 1993, SEC
File No. 2-36663, Exhibit (8) of Post-Effective Amendment #33 to
Form N-1A.
(9) (a) Fee Information for Services as Plan, Transfer, and Dividend
Disbursing Agent to the Transfer Agent Agreement between Registrant
and State Street Bank and Trust Company dated March 4, 1988, as
amended February 3, 1992, incorporated by reference to earlier filing
on April 30, 1992, SEC File No. 2-36663, Exhibit (9)(a) of Post-
Effective Amendment #32 of Form N-1A.
(9) (b) License Agreement, dated January 5, 1971, incorporated by
reference to earlier filing on January 6, 1971, SEC File No 811-2046,
Exhibit (5)(b) of Amendment #1 to Form N-8B-1.
(10) Opinion Letter of Counsel, incorporated by reference to earlier filing
on April 27, 1990, SEC File No. 2-36663, Exhibit (10) of Post-
Effective Amendment #30 to Form N-1A.
(11) CONSENT OF PRICE WATERHOUSE LLP, INDEPENDENT ACCOUNTANTS.
(12) Not applicable.
(13) Letter incorporated by reference to earlier filing on January 6, 1971,
SEC File No. 811-2046, Amendment #1 to Form N-8B-1.
(14) (a) Mutual Benefit Fund Individual Retirement Account Application and
Custodial Agreement, incorporated by reference to earlier filing on
April 28, 1989, SEC File No. 2-36663, Exhibit (14)(a) of Post-
Effective Amendment #29 to Form N-1A.
(14) (b) Mutual Benefit Fund Prototype Sponsored Trust and Adoption
Agreement for Self-Employed Retirement Plans, incorporated by
reference to earlier filing on November 26, 1979, SEC File
No. 2-36663, Exhibit (14) of Post-Effective Amendment #16 to Form N-1.
(15) Not applicable.
<PAGE>
(16) SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS IN REGISTRATION
STATEMENT IN RESPONSE TO ITEM 22.
(17) Price Make-Up Sheet. **
(27) FINANCIAL DATA SCHEDULE.
___________________________________________________________
* Page numbers inserted in manually signed copy only.
** Incorporated by reference to the 1996 Annual Report to Shareholders.
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.
On January 7, 1971, Mutual Benefit Life Insurance Company ("Mutual Benefit
Life"), provided the Fund's initial capital by buying, for investment
purposes, 50,000 shares of common stock at $10.00 per share. In accordance
with the Plan of Rehabilitation of Mutual Benefit Life, as approved by the
Superior Court of New Jersey (the "Plan"), insurance and annuity assets and
liabilities of Mutual Benefit Life were transferred to MBL Life Assurance
Corporation ("MBL Life") as of May 1, 1994 (the "Transfer"), including
Mutual Benefit Life's direct investment in the Fund. The Plan also
requires a reallocation over time of what were Mutual Benefit Life's
assets, including Mutual Benefit Life's direct investment in the Fund,
which may result in a reduction of the amounts currently invested in the
Fund. MBL Life may be deemed to "control" the Fund, as that term is
defined in the Investment Company Act of 1940. As of April 1, 1997 MBL
Life's direct investment in the Fund represents 50% of the Fund's
outstanding shares.
MBL Life is a stock life insurance company organized under the laws of New
Jersey. The voting stock of MBL Life was transferred to a Stock Trust
established by the Plan having the Commissioner of Banking and Insurance of
the State of New Jersey, as Trustee. The Trust will terminate no later than
December 31, 1999.
Pursuant to a settlement agreement, an Order was issued on January 9, 1997
ending all Plan-related litigation, and awarding 30% of the value of the
Trust at its termination to eligible MBL Life policyholders, and 70% to the
Class Four Creditors (as defined in the Plan) of Mutual Benefit Life.
As of April 1, 1997, those persons under common control with MBL Life are
illustrated by the chart on the following page.
All corporations are organized under the laws of New Jersey except where a
different state is indicated.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
(1) (2)
Title of Class Number of Record Holders
Common Stock As of April 1, 1997: 1,935
<PAGE>
[The following page contains an organizational diagram of
the direct and indirect subsidiaries of MBL Life and the mutual funds
sponsored by MBL Life. The diagram indicates the states of
incorporation for each entity and the percentage of voting securities
controlled by MBL Life.]
<PAGE>
ITEM 27. INDEMNIFICATION.
(a) Insurance Policies:
The Registrant maintains investment errors and omissions insurance covering
those directors who are not interested persons of the Registrant. This
policy, subject to the terms and conditions of the policy, protects those
directors from legal liabilities and expenses which they may incur as a
result of claims for breach of duty, negligent acts, errors, omissions,
misstatements or misleading statements committed or alleged to have been
committed by them in their capacity as directors of the Registrant. The
policy, subject to the terms and conditions of the policy, would also
insure the Registrant. The policy excludes expenses and liabilities based
upon, among other things, any claim alleging dishonesty or fraudulent acts
or omissions or any criminal or malicious acts or omissions. The limits on
the policy are $2,000,000 each wrongful act and $2,000,000 aggregate.
Notwithstanding any agreement or document to the contrary, the Registrant
undertakes not to insure any director for any liability the insurance of
which is prohibited under the federal securities laws.
The Registrant is the joint owner of the policy with MBL Growth Fund, Inc.,
MAP-Government Fund, Inc. and MBL Variable Contract Account-7, and the
premiums are divided based on the proportion of each entity's net assets to
the total net assets of all the joint insureds.
The Registrant also maintains an Investment Company Blanket Bond covering
the Registrant against larceny and embezzlement committed by any director,
officer or employee of the Registrant or its adviser who may have access to
securities or funds of the Registrant.
(b) Delaware Law and By-law Provision:
The General Corporation Law of the State of Delaware, Section 145, as
amended, permits the Registrant to indemnify any person "who was or is a
party or is threatened to be made a party" to any proceeding by reason of
his relationship to the Registrant if he acted in good faith and in a
manner reasonably believed to be not opposed to the best interest of the
Registrant. Expenses may be paid in advance and insurance may be carried
by Registrant. Article 13 of Registrant's By-Laws permits similar
indemnification.
(c) Distributor's Agreement:
The Distributor's Agreement contains provisions whereby First Priority
Investment Corporation ("First Priority") has agreed to indemnify the
Registrant, any person who controls the Registrant within the meaning of
Section 15 of the Securities Act of 1933, and each person who is an officer
or director of the Distributor and who is named in the Registration
Statement as an officer or director of the Registrant against certain
liabilities under the Securities Act of 1933.
<PAGE>
(d) Undertaking:
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
See "Management" in the Prospectus constituting Part A of this Registration
Statement and "Investment Advisory and Other Services", in the Statement of
Additional Information constituting Part B, for a description of Markston
Investment Management (Registrant's investment adviser) and its business.
The Members of the Management Committee of the Investment Adviser are as
follows:
Other Substantial Business,
Profession, Vocation or
Employment within Past Two
Name Years
---- -----
Robert T. Budwick Executive Vice President -
MBL Life Chief Investment Officer, MBL
520 Broad Street Life; Director and Chief
Newark, NJ 07102 Investment Officer, First
Priority.
Kathleen M. Koerber Executive Vice President -
MBL Life Operations and Chief Operating
520 Broad Street Officer, MBL Life; Director,
Newark, NJ 07102 First Priority.
Michael J. Mullarkey Managing Partner, Markston;
Markston International, Inc. Director and Executive Vice
1 North Lexington Avenue President, Markston
White Plains, NY 10601 International, Inc.
John R. Stone Managing Partner, Markston;
Markston International, Inc. Director and President, Markston
1 North Lexington Avenue International, Inc.
White Plains, NY 10601
William G. Clark Senior Vice President, Pension
MBL Life and Investment Products, MBL
520 Broad Street Life; President and Director,
Newark, NJ 07102 First Priority.
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) First Priority, Registrant's exclusive distributor, also serves as
principal underwriter for the following registered investment companies:
MBL Growth Fund, Inc., MAP-Government Fund, Inc., and MBL Variable Contract
Account-7, and for the following unit investment trusts: MBL Variable
Contract Account-2 and MBL Variable Contract Account-3. First Priority
also serves as investment adviser for MAP-Government Fund, Inc. and MBL
Variable Contract Account-7.
(b) Information regarding First Priority's officers and directors:
Name and Principal Positions with Position with
Business Address* First Priority Registrant
- ------------------ -------------- -------------
William G. Clark Director and Director and
President Executive Vice
President
Robert T. Budwick Director and Chief ----
Investment Officer
Frank D. Casciano Director, Vice ----
President and General
Counsel
Kathleen M. Koerber Director Director and
President
Alan J. Bowers Director ----
Albert W. Leier Director, Vice Vice President
President and and Treasurer
Treasurer
Judith C. Keilp Vice President and Vice President
Secretary and Secretary
Christopher S. Auda Vice President ----
James Switlyk Second Vice President ----
(c) None
__________________________________
* All the individuals named above maintain offices at 520 Broad Street,
Newark, New Jersey 07102.
<PAGE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules thereunder are maintained at
the offices of Registrant and Registrant's Custodian, State Street Bank and
Trust Company, 225 Franklin Street, Boston, Massachusetts 02110 or the
Registrant's Distributor, First Priority Investment Corporation, 520 Broad
Street, Newark, New Jersey 07102.
ITEM 31. MANAGEMENT SERVICES.
Other than as set forth under the caption "Management" in the Prospectus
constituting Part A of this Registration Statement and under the caption
"Investment Advisory and Other Services" in the Statement of Additional
Information constituting Part B, Registrant is not a party to any
management-related service contract.
ITEM 32. UNDERTAKINGS.
The Registrant undertakes to furnish to each person to whom a prospectus is
delivered, without charge, a copy of the Annual Report to Shareholders,
upon request made to: First Priority Investment Corporation, 520 Broad
Street, Newark, New Jersey 07102, ATTN: MAP-EQUITY FUND, or by telephoning
1-800-559-5535.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Post-
Effective Amendment to the Registration Statement to be signed on its behalf by
the undersigned thereunto duly authorized, in the City of Newark, and State of
New Jersey, on the 28th day of April, 1997, and certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933.
MAP-EQUITY FUND
(Registrant)
By: KATHLEEN M. KOERBER
Kathleen M. Koerber, President
Pursuant to the requirements of the Securities Act of 1933, this Amended
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
KATHLEEN M. KOERBER President and Director April 28, 1997
(Kathleen M. Koerber) (Principal Executive
Officer)
WILLIAM G. CLARK Executive Vice President April 28, 1997
(William G. Clark) and Director
HORACE J. DEPODWIN Director April 28, 1997
(Horace J. DePodwin)
HERBERT M. GROCE Director April 28, 1997
(Herbert M. Groce, Jr.)
JEROME M. SCHECKMAN Director April 28, 1997
(Jerome M. Scheckman)
ALBERT W. LEIER Vice President and April 28, 1997
(Albert W. Leier) Treasurer (Principal
Financial and
Accounting Officer)
<PAGE>
MAP-EQUITY FUND
EXHIBIT INDEX
EXHIBIT
(2) - REGISTRANT'S BY-LAWS, AS AMENDED APRIL 28, 1997.
(4) - SPECIMEN STOCK CERTIFICATE.
(11) - CONSENT OF PRICE WATERHOUSE LLP, INDEPENDENT ACCOUNTANTS.
(16) - SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS IN REGISTRATION
STATEMENT IN RESPONSE TO ITEM 22.
(27) - FINANCIAL DATA SCHEDULE.
<PAGE>
Exhibit 2
(Amended April 28, 1997)
BY-LAWS
OF
MAP-EQUITY FUND
ARTICLE 1
OFFICES
Section 1 REGISTERED OFFICE. The initial registered office of the Corporation
in the State of Delaware shall be in the City of Wilmington, Delaware.
Section 2 OTHER OFFICES. The Corporation may also have other offices,
including its principal offices, at such other places both within and without
the State of Delaware as the board of directors may, from time to time,
determine or the business of the Corporation may require.
ARTICLE 2
STOCKHOLDERS' MEETINGS
Section 1 ANNUAL MEETINGS. If required by applicable law or if so determined by
the board of directors, annual meetings of the stockholders of the Corporation
shall be held at such time as the board may from time to time determine. At any
such annual meeting, stockholders shall elect, by a majority of the outstanding
voting stock of the Corporation, a board of directors, and shall transact such
other business as may properly be brought before the meeting.
<PAGE>
Section 2 SPECIAL MEETINGS. Special meetings of the stockholders shall be held
whenever called by the president or the board of directors.
Section 3 PLACE OF MEETINGS. Any annual meeting and any special meeting of the
stockholders shall be held at such place, within or without the State of
Delaware, as is stated in the notice of meeting.
Section 4 NOTICE OF STOCKHOLDERS' MEETINGS. Notice of each meeting of the
stockholders stating the place, date and hour of the meeting and in the case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be given to each stockholder of record not less than ten nor more than
fifty days prior to the date of the meeting. No business shall be transacted at
a special meeting except matters coming within the purpose or purposes stated in
the notice.
Section 5 STOCKHOLDER LIST. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before every election
of directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, during ordinary business hours, for a
period of at least ten days prior to the election, either at a place within the
city; town or district where the election is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
said meeting is to be held, and the list shall be produced and kept at the time
and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
Section 6 QUORUM. Except as otherwise expressly required by law or these
by-laws or the certificate of incorporation, at any meeting of the
<PAGE>
stockholders a majority in interest of all the capital stock issued and
outstanding and entitled to vote, represented by stockholders of record in
person or by proxy, shall constitute a quorum. If a quorum is not present a
majority in interest of such capital stock that is so represented may adjourn
any meeting from time to time and the meeting may be held as adjourned without
further notice. When a quorum is present at any meeting a majority of the stock
represented thereat shall decide any question brought before such meeting unless
the question is one upon which by express provision of law or of these by-laws
or of the certificate of incorporation a larger or different vote is required,
in which case such express provision shall govern.
Section 7 PROXIES AND VOTING. Stockholders of record may vote at any meeting
either in person or by proxy in writing filed with the secretary of the meeting
before being voted. Each stockholder shall be entitled to one vote for each
share of stock held, and to a fraction of a vote equal to any fractional share
held by him. Directors shall be elected by written ballot.
a. Shares of the Corporation standing in the name of another corporation
may be voted by such officer, agent or proxy as the by-laws of such
corporation may prescribe, or, in the absence of such provision, as
the board of directors of such corporation may determine.
b. Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of
such shares into his name. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of
such shares into his name.
c. Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver
<PAGE>
may be voted by such receiver without the transfer thereof into his
name if authority so to do be contained in an appropriate order of the
court by which such receiver was appointed.
d. A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
Section 8 ORDER OF BUSINESS. The order of business at all meetings of the
stockholders shall be determined by the presiding officer.
Section 9 INSPECTORS. The proxies and ballots shall be received and taken in
charge, and all questions touching the qualifications of voters, the validity of
proxies and the acceptance or rejection of votes shall be decided by three
inspectors. Such inspectors, who need not be stockholders, shall be appointed
by the board of directors before the meeting, or if no such appointment shall
have been made, then by the presiding officer of the meeting. In the event of
failure, refusal or inability of any inspector previously appointed to serve,
the presiding officer may appoint any person to fill such vacancy.
ARTICLE 3
BOARD OF DIRECTORS
Section 1 NUMBER, TERMS. The Corporation shall have an initial board of
directors consisting of five members. The board of directors may increase the
number of directors to a number not exceeding nine, and may elect directors to
fill the positions created by such increase until the next annual meeting of the
stockholders or until their successors are duly elected and qualified. The
board of directors may likewise decrease the number of directors to a number not
less than three, but the tenure of office of any director shall-not be affected
by any such decrease made by the board. No
<PAGE>
director need be a stockholder. Directors shall be elected at the annual meeting
of the stockholders, except as otherwise provided in these by-laws and except
for the first board of directors. Each director shall serve until the next
annual meeting of stockholders and until his successor is duly elected and
qualified, or until his earlier death, resignation or removal in the manner
hereinafter provided.
Section 2 POWERS. In the management and control of the property, business and
affairs of the Corporation the board of directors is hereby vested with all the
powers possessed by the Corporation itself, so far as this designation of
authority is not inconsistent with applicable law, but subject to the
limitations contained in the certificate of incorporation and in these by-laws.
Section 3 EXECUTIVE COMMITTEE AND OTHER COMMITTEES. The board of directors may
by resolution passed by a majority of the whole board elect from its members an
executive committee of not less than two which committee may exercise all the
powers of the board of directors when the board is not in session. The
executive committee may make rules for the holding and conduct of its meetings
and keeping the records thereof, and shall report its action to the board of
directors.
The board of directors may by resolution passed by a majority of the whole board
elect from its members such other committees as from time to time it may desire.
The number of directors composing such committees shall not be less than two and
the powers conferred upon them shall be determined by the board of directors at
its own discretion.
Section 4 MEETINGS. Regular meetings of the board of directors shall be held
in such places within or without the State of Delaware, and at such
<PAGE>
times as the board may from time to time determine, and if so determined, no
call or notice thereof need be given except that notice shall be given of the
first regular meeting following a change in the date of regular meetings. The
first meeting of each newly elected board of directors for the election of
officers and such other business as may come before the meeting shall be held
without notice immediately following the annual meeting of stockholders at the
same place, or at such place and time as shall be fixed by the consent in
writing of all the directors. Special meetings of the board of directors may be
held at any time or place, whenever called by the president or two or more of
the directors, notice thereof being given to each director by the secretary.
Special meetings of the board of directors may also be held without formal
notice provided all directors are present or those not present have waived
notice thereof in writing, which waivers shall be filed with the records of the
meeting. Any notice of a special meeting of the board of directors or of the
first regular meeting following a change in the date of regular meetings shall
state the time and place of the meeting and shall be mailed to each director at
his residence or business address at least two days before the meeting or shall
be delivered or telephoned to him personally.
Section 5 QUORUM. A majority of the members of the board of directors from
time to time in office but in no event less than two directors nor less than
one-third of the number constituting the whole board shall constitute a quorum
for the transaction of business, provided, however, that where the Investment
Company Act of 1940 requires a different quorum to transact business of a
specific nature, the number of directors so required shall constitute a quorum
for the transaction of such business. If a quorum is not present, a majority of
the directors who are present may adjourn a meeting from time to time and the
meeting may be held without further notice. When a quorum is present at any
meeting a majority of the members present thereat
<PAGE>
shall decide any question brought before such meeting except as otherwise
expressly required by law, the certificate of incorporation or these by-laws.
Section 6 ACTION WITHOUT MEETING. Any action required or permitted to be taken
at any meeting of the board of directors or of any committee thereof may be
taken without a meeting if all members of the board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes or proceedings of the board or committee.
Section 7 DISSENT. A director of the Corporation who is present at a meeting
of the board of directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.
Section 8 COMPENSATION. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
<PAGE>
ARTICLE 4
VACANCIES
Section 1 REMOVALS. The stockholders may at any meeting called for the
purpose, by vote of the holders of a majority of the voting stock issued and
outstanding, remove any director for misconduct and, unless the number of
directors constituting the whole board is decreased, elect a successor for the
remainder of the term of the removed director. To the extent consistent with
the Investment Company Act of 1940, the board of directors may by vote of a
majority of the directors then in office remove any director, officer or agent
elected by the stockholders.
Section 2 VACANCIES. If the office of any director becomes vacant by reason of
death, resignation, disqualification, removal or otherwise, the remaining
directors may by vote of a majority of said directors choose a successor or
successors who shall hold office for the unexpired term, provided, however, that
immediately after the filling of any such vacancy at least two-thirds of the
directors then holding office shall have been elected to such office by the
stockholders at a meeting or meetings called for that purpose. In the event
that at any time after the first meeting of stockholders less than a majority of
the directors have been so elected by the stockholders, a special meeting of the
stockholders shall be held as promptly as possible (and in any event within
sixty days) for the purpose of electing directors to fill existing vacancies.
The board of directors shall have and may exercise all its powers
notwithstanding the existence of one or more vacancies in its number, provided
that there are at least three directors in office.
ARTICLE 5
OFFICERS
Section 1 SELECTION. The officers of the Corporation shall be a president, one
or more vice presidents, a secretary and a treasurer. The board of
<PAGE>
directors may, if it so determines, also elect a chairman of the board. All
officers shall be elected or appointed by the board of directors. The officers
of the Corporation shall hold office until their successors are chosen and
qualify. Any officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the Corporation shall be
filled by the board of directors. The same person may hold more than one
office.
Section 2 ELIGIBILITY. The chairman of the board, if any, shall be a director
of the Corporation. Officers need not be directors.
Section 3 ADDITIONAL OFFICERS AND AGENTS. The board of directors may appoint
one or more assistant treasurers, one or more assistant secretaries and such
other officers or agents as it may deem advisable, and may prescribe the duties
thereof.
Section 4 CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of the board, if
any, shall preside at all meetings of the board of directors at which he is
present. He shall have such other authority and duties as the board of
directors shall from time to time determine.
Section 5 THE PRESIDENT. The president shall be the chief executive officer of
the Corporation; he shall have general and active management of the business,
affairs and property of the Corporation, and shall see that all orders and
resolutions of the board of directors are carried into effect. He shall preside
at meetings of stockholders, and of the board of directors unless a chairman of
the board has been elected and is present.
<PAGE>
Section 6 THE VICE PRESIDENTS. The vice presidents shall respectively have
such powers and perform such duties as may be assigned to them by the board of
directors or the president. In the absence or disability of the president, the
vice presidents, in the order determined by the board of directors, shall
perform the duties and exercise the powers of the president.
Section 7 THE SECRETARY. The secretary shall keep minutes of all meetings of
the stockholders and directors in a book or books to be kept for that purpose,
and shall perform all duties commonly incident to his office and as provided by
law and shall perform such other duties and have such other powers as the board
of directors shall from time to time designate. In his absence an assistant
secretary or secretary PRO TEMPORE shall perform his duties.
Section 8 THE TREASURER. The treasurer shall, subject to the order of the
board of directors and in accordance with any agreements or arrangements made by
the board relating to the performance of management, administrative or advisory
services or of services as custodian, transfer agent, disbursing agent or plan
agent, (i) have the care and custody of the money, funds, securities, valuable
papers and documents of the Corporation, (ii) keep or cause to be kept accurate
books of account of the Corporation's transactions, and (iii) exercise all other
powers and duties commonly incident to his office and as provided by law. He
shall deposit all funds of the Corporation in such bank or banks, trust company
or trust companies or such firm or firms doing a banking business as the board
of directors shall designate. In his absence, an assistant treasurer shall
perform his duties.
<PAGE>
ARTICLE 6
CERTIFICATES OF STOCK
Section 1 CERTIFICATES. Each stockholder shall be entitled to have a
certificate or certificates of the capital stock of the Corporation owned by
him, in such form as shall, in conformity to law, be prescribed from time to
time by the board of directors. Such certificates shall be signed by the
chairman of the board of directors, if any, or the president or a vice president
and by the treasurer or an assistant treasurer or the secretary or an assistant
secretary. If such certificates are countersigned by a transfer agent or
registrar other than the Corporation or an employee of the Corporation, the
signatures of the aforementioned officers upon such certificates may be
facsimile. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the Corporation.
Section 2 REPLACEMENT OF CERTIFICATES. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed. When authorizing such issue of a new certificate or certificates,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or its legal representative, to advertise the same in such manner
as it shall require and/or to give the
<PAGE>
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
Section 3 STOCKHOLDER OPEN ACCOUNTS. The Corporation may maintain or cause to
be maintained for each stockholder a stockholder open account in which shall be
recorded such stockholder's ownership of stock and all changes therein, and
certificates need not be issued for shares so recorded in a stockholder open
account unless requested by the stockholder.
Section 4 TRANSFERS. Transfers of stock for which certificates have been
issued will be made only upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, whereupon
the Corporation will issue a new certificate to the person, company or other
entity entitled thereto, cancel the old certificate and record the transaction
on its books. Transfers of stock evidenced by open accounts authorized by
Section 3 of this Article 6 will be made upon delivery to the Corporation or to
the transfer agent of the Corporation of instructions for transfer or evidence
of assignment or succession, in each case executed in such manner and with such
supporting evidence as the Corporation or transfer agent may reasonably require.
Section 5 RECORD DATES. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, to express consent to corporate action in writing
without a meeting, to receive payment of any dividend or distribution or
allotment of any rights, to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the board of directors may fix, in advance, a record date, which
<PAGE>
shall not be more than sixty or less than ten days before the date of such
meeting, nor more than sixty days prior to any other action.
A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
Section 6 REGISTERED OWNERSHIP. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends and to vote as such owner and shall not be bound to
recognize any equitable or other claim or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware.
ARTICLE 7
NOTICES
Section 1 MANNER OF GIVING. Whenever under the provisions of the statutes
or of the certificate of incorporation or of these by-laws notice is required
to be given to any stockholder, it shall not be construed to mean personal
notice; but such notice may be given in writing, by mail, by depositing the
same in a United States post office or letter box, in a postpaid sealed
envelope, addressed to such stockholder, at such address as appears on the
books of the Corporation.
Section 2 WAIVER. Whenever any notice is required to be given under the
provisions of any statute or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein,
<PAGE>
shall be deemed equivalent thereto. Attendance at a meeting for the express
purpose of objecting that the meeting was not lawfully called or convened shall
not constitute a waiver of notice.
ARTICLE 8
GENERAL PROVISIONS
Section 1 DISBURSEMENT OF FUNDS. All checks, drafts, orders or instructions
for the payment of money and all notes of the Corporation shall be signed by
such officer or officers or such other person or persons as the board of
directors may from time to time designate.
Section 2 VOTING STOCK IN OTHER CORPORATION. Unless otherwise ordered by the
board of directors, the chairman of the board of directors, if any, the
president or any vice president, the treasurer or any assistant treasurer, shall
have full power and authority to attend, and act and vote at, any meeting of
stockholders of any corporation in which the Corporation may hold stock, and at
any such meeting may exercise any and all the rights and powers incident to the
ownership of such stock. The president or any vice president of the Corporation
may execute proxies to vote shares of stock of other corporations standing in
the name of the Corporation.
Section 3 EXECUTION OF INSTRUMENTS. Except as otherwise provided these
by-laws, all deeds, mortgages, bonds, contracts stock powers and other
instruments of transfer, reports and other instruments may be executed on behalf
of the Corporation by the president or any vice president or by any officer or
agent authorized to act in such matters, whether by law, the certificate of
incorporation, these by-laws, or any general or special authorization of the
board of directors. If the corporate seal is required, it shall be affixed by
the secretary or an assistant secretary.
<PAGE>
Section 4 SEAL. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its incorporation and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.
ARTICLE 9
INVESTMENTS
Section 1 INVESTMENT POLICIES. The Corporation's investment policies are set
forth below as follows:
The Corporation shall not:
a. Invest more than 10% of the value of its total net assets in
securities of foreign issuers.
b. Invest in real estate, although it may buy securities of companies
which deal in real estate and securities which are secured by
interests in real estate.
c. Invest in commodities or commodity contracts.
d. Invest in securities of other registered investment companies, except
in regular transactions in the open market or as part of a merger,
consolidation or acquisition.
e. Make loans, except by the purchase of bonds or other debt obligations
customarily distributed privately to institutional investors.
f. Invest more than 25% of the value of its total assets in securities of
any one industry.
g. Invest more than 5% of the value of its total assets in securities
(except U.S. Government securities) of any one issuer.
h. Invest in more than 8% of the outstanding voting securities, and in no
more than 10% of any other class of securities, of any one issuer.
<PAGE>
i. Invest more than 10% of the value of its total net assets in
securities which are not readily marketable, such as restricted stock,
debt obligations acquired in private transactions, and securities
which are secured by interests in real estate, or more than 5% of the
value of its total assets in equity securities which are not readily
marketable.
j. Invest more than 5% of the value of its total assets in securities of
companies having a record of less than three years' continuous
operations.
k. Act as an underwriter of securities of other issuers, except to the
extent that it may be deemed to be an underwriter in reselling
securities, such as restricted securities, acquired in private
transactions and subsequently registered under the Securities Act of
1933.
l. Borrow money except that, as a temporary measure for extraordinary or
emergency purposes and not for investment purposes, it may borrow from
banks up to 10% of its total assets taken at cost, provided that total
borrowings have an asset coverage of at least 300%.
m. Pledge more than 15% of its total assets taken at cost.
n. Sell securities short.
o. Buy securities on margin, except that it may obtain such short-term
credits as may be necessary for the clearance of purchases and sales
of securities.
p. Invest in, or write, puts, calls, or combinations thereof.
q. Buy or hold the securities of any issuer, if the officers and
directors of the Corporation or of its investment adviser, who
individually own beneficially more than one-half of 1% of the
securities of such issuer, together own more than 5% of the securities
of such issuer.
<PAGE>
r. Participate on a joint or joint and several basis in any trading
account in securities.
s. Invest in companies for the purpose of exercising control of
management.
t. Invest in interests in oil, gas, or other mineral exploration or
development programs.
Section 2 CUSTODIAN FOR INVESTMENTS.
a. Securities owned by the Corporation and cash representing the proceeds
from sales of securities owned by the Corporation and of shares issued
by the Corporation, payments of principal upon securities owned by the
Corporation or capital distribution in respect of shares owned by the
Corporation shall be held by a custodian or trustee which shall be a
bank or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits provided such a custodian or
trustee can be found ready and willing to act.
b. The Corporation shall enter into a written contract with a custodian
or trustee regarding the powers, duties and compensation of the
custodian or trustee with respect to the cash and securities of this
Corporation held by the custodian or trustee. Said contract and all
amendments thereto shall be approved by the board of directors of the
Corporation.
c. The Corporation shall, upon the resignation or inability to serve of
the custodian or trustee, (1) use its best efforts to obtain a
successor custodian or trustee, (2) require that the cash and
securities owned by the Corporation be delivered directly to the
successor custodian or trustee and (3) in the event that no successor
custodian or trustee can be found, to submit to the stockholders,
before permitting delivery of the cash and
<PAGE>
securities owned by the Corporation to other than a successor
custodian or trustee, the question of whether such Corporation shall
be liquidated or shall function without a custodian or trustee.
Section 3 AMENDMENT OF INVESTMENT ADVISORY CONTRACT. Any investment advisory
contract entered into by the Corporation shall not be subject to amendment
unless the amendment shall have been approved at a meeting of stockholders by
vote of a majority of the outstanding voting stock of the Corporation.
ARTICLE 10
REPURCHASES AND REDEMPTION OF SHARES
Section 1 REPURCHASE BY AGREEMENT. The Corporation may repurchase its shares
by agreement with the owner at a price not exceeding the net asset value of the
shares next computed following the time when the request is made.
Section 2 REDEMPTION. The Corporation shall redeem such shares as are offered
by any stockholder for redemption, without charge, upon receipt of a written
request therefor, duly executed by the record owner, at the office or agency
designated by the Corporation. If the stockholder has received stock
certificates, the request must be accompanied by the certificates, duly endorsed
for transfer, in acceptable form; and the Corporation will pay therefor the net
asset value of the shares next effective following the time at which the
request, in acceptable form is so received. Payment for said shares shall
ordinarily be made in cash or by check on current funds and shall ordinarily be
made within seven days after the date on which the shares are received.
<PAGE>
Section 3 SUSPENSION OF REDEMPTION. The obligations set forth in Section 2 of
this Article 10 may be suspended for any period during which the determination
of the net asset value of the Corporation is suspended. The determination of
the net asset value of the Corporation may be suspended for any period when (1)
the New York Stock Exchange is closed, except for holidays and weekends, or
trading on the New York Stock Exchange is restricted, (2) an emergency exists,
making disposal of the Corporation's investment securities or valuation of the
Corporation's assets not reasonably practicable, or (3) the Securities and
Exchange Commission has so permitted by order for the protection of the
Corporation's stockholders.
ARTICLE 11
FRACTIONAL SHARES
Section 1 The board of directors may authorize the issue from time to time of
shares of the capital stock of the Corporation in fractional denominations,
provided that the transactions in which and the terms upon which shares in
fractional denominations may be issued from time to time be determined and
limited by or under authority of the board of directors.
ARTICLE 12
INVESTMENT PROGRAMS AND MINIMUM INVESTMENTS
Section 1 INVESTMENT PROGRAMS. The Board of Directors may authorize one of
more plans for continuous investment, dividend reinvestment, systematic
withdrawal and similar purposes under which shares of the capital stock of the
Corporation may be issued and held in stockholders' accounts without the actual
delivery of stock certificates.
Section 2 MINIMUM PURCHASE ORDERS. Minimum initial purchases of shares of
stock of the Corporation shall be no less than $250 and minimum subsequent
<PAGE>
purchases shall be no less than $50, except that the board of directors may
change or waive the minimum purchase requirements.
ARTICLE 13
INDEMNIFICATION
Section 1
a. Every person who is or was a director, officer or employee of the
Corporation or of any other corporation which he served at the request
of the Corporation and in which the Corporation owns or owned shares
of capital stock or of which it is or was a creditor shall have a
right to be indemnified by the Corporation against all liability and
reasonable expenses incurred by him in connection with or resulting
from any claim, action, suit or proceeding in which he may become
involved as a party or otherwise by reason of his being or having been
a director, officer or employee of the Corporation or such other
corporation, provided (i) said claim, action, suit or proceeding shall
be prosecuted to a final determination and he shall be vindicated on
the merits, or (ii) in the absence of such a final determination
vindicating him on the merits, the board of directors shall determine
that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful, said determination to be
made by the board of directors acting through a quorum of
disinterested directors, or in its absence on the opinion of
independent legal counsel.
b. For purposes of the preceding subsection: (i) "liability and
reasonable expenses" shall include but not be limited to reasonable
counsel fees and disbursements, amounts of any
<PAGE>
judgment, fine or penalty, and reasonable amounts paid in settlement;
(ii) "claim, action, suit or proceeding" shall include every such
claim, action, suit or proceeding, whether civil or criminal,
derivative or otherwise, administrative, investigative, judicial or
legislative, any appeal relating thereto, and shall include any
reasonable apprehension or threat of such a claim, action, suit or
proceeding; (iii) a settlement, plea of nolo contendere, consent
judgment, adverse civil judgment, or conviction shall not of itself
create a presumption that the conduct of the person seeking
indemnification did not meet the standard of conduct set forth in
subsection (a)(ii) hereof.
c. Notwithstanding the foregoing, the following limitations shall apply
with respect to any action by or in the right of the Corporation: (i)
no indemnification shall be made in respect of any claim, issue or
matter as to which the person seeking indemnification shall have been
adjudged to be liable for negligence or misconduct in the performance
of his duty to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine upon application, that,
despite the adjudication of liability out in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper; and (ii) indemnification shall
extend only to reasonable expenses, including reasonable counsel fees
and disbursements.
d. The right of indemnification shall extend to any person otherwise
entitled to it under this by-law whether or not that person continues
to be a director, officer or employee of the Corporation or such other
corporation at the time such liability or expenses
<PAGE>
shall be incurred. The right of indemnification shall extend to the
legal representative and heirs of any person otherwise entitled to
indemnification. If such a person meets the requirements of this
by-law with respect to some matters in a claim, action, suit or
proceeding, but not with respect to others, he shall be entitled to
indemnification as to the former. Advances against liability and
expenses may be made by the Corporation on terms fixed by the board of
directors acting through a quorum of disinterested directors, or in
the absence of such quorum on the opinion of independent legal
counsel, upon receipt of an undertaking from or on behalf of such
person to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation as authorized
by this by-law.
e. This by-law shall not exclude any other rights of indemnification or
other rights to which any director, officer or employee may be
entitled by contract, vote of the stockholders or as a matter of law.
If any clause, provision or application of this section shall be
determined to be invalid, the other clauses, provisions or
applications of this section shall not be affected but shall remain in
full force and effect. The provisions of this by-law shall be
applicable to claims, actions, suits or proceedings made or commenced
after the adoption hereof, whether arising from acts or omissions to
act occurring before or after the adoption hereof.
f. Nothing contained in this by-law shall be construed to protect any
director or officer of the Corporation against any liability to the
Corporation or its security holders to which he or she would otherwise
be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of duties involved in the conduct of
his or her office ("Disabling Conduct"). The means for determining
whether indemnification shall be made shall be (i) a
<PAGE>
final decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified
("Indemnitee") was not liable by reason of Disabling Conduct, or (ii)
in the absence of such a decision, a reasonable determination, based
upon a review of the facts, that the Indemnitee was not liable by
reason of Disabling Conduct, by (a) the vote of a majority of a quorum
of directors who are neither "interested persons" of the Corporation
nor parties to the proceeding ("Disinterested Non-Party Directors"),
or (b) an independent legal counsel in a written opinion.
g. Nothing contained in this by-law shall be construed to permit the
advancement of indemnification monies for the defense of a proceeding
brought against a director or officer of the Corporation unless (1)
such advance is limited to attorney's fees or other expenses incurred
or to be incurred in defending the proceeding, (2) an undertaking is
furnished by or on behalf of the Indemnitee to repay the advance
unless it is ultimately determined that he or she is entitled to
indemnification, and (3) the Indemnitee complies with at least one of
the following conditions: (a) the Indemnitee shall provide a security
for his undertaking, (b) the Corporation shall be insured against
losses arising by reason of any lawful advances, or (c) a majority of
a quorum of the Disinterested Non-Party Directors, or an independent
legal counsel in a written opinion, shall determine, based on a review
of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the Indemnitee ultimately will be
found entitled to indemnification.
ARTICLE 14
FISCAL YEAR
Section 1 The fiscal year of the Corporation shall be the calendar year.
<PAGE>
ARTICLE 15
AMENDMENTS
Section 1 These by-laws may be amended or added to, altered or repealed at any
annual or special meeting of the stockholders by vote of a majority of the
capital stock issued and outstanding and entitled to vote, provided notice of
the proposed amendment, addition, alteration or repeal is given in the notice of
said meeting, or, at any meeting of the board of directors by a vote of the
majority of directors then in office, except that the board of directors may not
amend Section 1 of Article 4 to permit removal by the board without cause of any
director elected by the stockholders and no provision of subsections (b) through
(t) of Article 9 shall be amended by the board of directors.
<PAGE>
The following document is a specimen of the new Stock Certificate for
MAP-EQUITY FUND. The name of the Fund was changed as of May 1, 1995.
<PAGE>
Exhibit (11)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 37 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 10, 1997, relating to the financial
statements and financial highlights appearing in the December 31, 1996 Annual
Report to Shareholders of the MAP-Equity Fund, which are also incorporated by
reference into the Registration Statement. We also consent to the references to
us under the heading "Financial Highlights" in the Prospectus and under the
heading "Financial Statements" in the Statement of Additional Information.
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
April 29, 1997
<PAGE>
Exhibit (16)
MAP-EQUITY FUND
SCHEDULE FOR COMPUTATION OF AVERAGE ANNUAL TOTAL RETURN
For one year period ended December 31, 1996:
Net Ending
Distribution Asset Initial Shares Shares Redeemable
Date Rate Value Investment Received Owned Value
- ---- ------------ ----- ---------- -------- ------ ----------
12/29/95 $19.36 $952.50 49.199 49.199
08/22/96 $0.23 $20.96 0.540 49.739
11/25/96 $2.84 $20.37 6.935 56.674
12/31/96 $0.15 $20.66 0.411 57.085 $1,179.38
Initial deposit of $1,000 less the 4.75% sales load of $47.50 equals an
initial investment of $952.50. This table shows the initial investment
with Dividends and Capital Gains reinvested at the Net Asset Value on the
payable date.
Total Return Formula:
n
P (1 + T) = ERV
1
$1,000 (1 + T) = $1,179.38
T = 17.94
Where: P = a hypothetical initial payment (of $1,000) invested
on 12/30/94.
T = average annual total return assuming reinvestment
of dividend and capital gains distributions.
n = number of years.
ERV = ending redeemable value.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF MAP-EQUITY FUND DATED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000069260
<NAME> MAP-EQUITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 54207
<INVESTMENTS-AT-VALUE> 73649
<RECEIVABLES> 147
<ASSETS-OTHER> 101
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 73897
<PAYABLE-FOR-SECURITIES> 184
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 123
<TOTAL-LIABILITIES> 307
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 50046
<SHARES-COMMON-STOCK> 3562
<SHARES-COMMON-PRIOR> 3124
<ACCUMULATED-NII-CURRENT> 87
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 452
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 19442
<NET-ASSETS> 73591
<DIVIDEND-INCOME> 1049
<INTEREST-INCOME> 621
<OTHER-INCOME> 0
<EXPENSES-NET> 481
<NET-INVESTMENT-INCOME> 1189
<REALIZED-GAINS-CURRENT> 9760
<APPREC-INCREASE-CURRENT> 3274
<NET-CHANGE-FROM-OPS> 14223
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1178
<DISTRIBUTIONS-OF-GAINS> 8903
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 62
<NUMBER-OF-SHARES-REDEEMED> 102
<SHARES-REINVESTED> 479
<NET-CHANGE-IN-ASSETS> 13,123
<ACCUMULATED-NII-PRIOR> 76
<ACCUMULATED-GAINS-PRIOR> (405)
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-EXPENSE> 481
<AVERAGE-NET-ASSETS> 65279
<PER-SHARE-NAV-BEGIN> 19.36
<PER-SHARE-NII> 0.36
<PER-SHARE-GAIN-APPREC> 4.16
<PER-SHARE-DIVIDEND> 0.36
<PER-SHARE-DISTRIBUTIONS> 2.86
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 20.66
<EXPENSE-RATIO> 0.74
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
