MAP-EQUITY FUND
520 Broad Street, Newark, NJ 07102-3111
1-800-559-5535
Supplement Dated August 6, 1998
To Prospectus Dated May 1, 1998, as Supplemented May 1, 1998
This supplement should be read in conjunction with the prospectus
for the MAP-Equity Fund (the "Fund"), a copy of which can be
obtained without charge from First Priority Investment
Corporation ("First Priority"), 520 Broad Street, Newark, New
Jersey 07102, ATTN: MAP-EQUITY FUND, or by telephoning 1-800-
559-5535.
On July 15, 1998, MBL Life Assurance Corporation ("MBL Life"),
the sponsor of the Fund, entered into an agreement with
SunAmerica Inc. ("SunAmerica") pursuant to which SunAmerica will
purchase the individual life and individual and group annuity
businesses of MBL Life (the "Acquisition"). In accordance with
the Plan of Rehabilitation of the Mutual Benefit Life Insurance
Company (the predecessor in interest to MBL Life), the
Acquisition is subject to certain judicial and regulatory
approvals. Assuming that the necessary approvals are obtained, it
is currently anticipated that the Acquisition will occur no later
than December 31, 1998 (the "Closing"). The Acquisition will
effect a resolution to the proceedings associated with the Plan
of Rehabilitation of the Mutual Benefit Life Insurance Company
(the "Plan").
The investment adviser to the Fund, Markston Investment
Management ("Markston"), is a partnership between Markston
International, Inc. and MBL Sales Corporation, an indirect
subsidiary of MBL Life. At present, MBL Life's interest in
Markston will not be included in the Acquisition. However,
SunAmerica and MBL Life have agreed to negotiate for a sale of
MBL Life's interest in Markston during the 60 day period
beginning on July 15, 1998. Also, the distributor of the Fund's
shares, First Priority, is a wholly-owned indirect subsidiary of
MBL Life. Under the terms of the Acquisition, MBL Life's
interest in First Priority will not be included in the assets of
MBL Life that are transferred to SunAmerica. At the present
time, it is anticipated that First Priority will cease to
function as a going concern at some point in time after the
Closing.
In the event that MBL Life's interest in Markston is included in
the Acquisition, the transfer of MBL Life's interest to
SunAmerica may be deemed to result in a change in control of
Markston under the Investment Company Act of 1940, as amended
(the "1940 Act"), and result in an assignment of the investment
advisory agreement between the Fund and Markston (the "Advisory
Agreement"). As required by the 1940 Act, the current Advisory
Agreement provides for its automatic termination in the event of
its assignment. In the event that the Advisory Agreement is
terminated as a result of its assignment, shareholders of the
Fund will be asked to approve a new investment advisory
agreement. In any event, the Board of Directors of the Fund (the
"Board") is considering the following alternatives with regard to
the Fund: continuing the current investment advisory relationship
with Markston, engaging another investment adviser, finding a new
distributor for the Fund's shares, and hiring a third-party
service provider to provide certain administrative services to
the Fund previously provided by MBL Life. (Any new advisory
agreement or distribution agreement also would be subject to
shareholder approval.)
As of June 30, 1998, MBL Life owned 49% of the outstanding shares
of the Fund. In connection with the resolution of the
proceedings associated with the Plan, MBL Life has elected to
redeem its entire interest in the Fund. The redemption will be
effected by a distribution of a pro rata portion of all the
Fund's assets, equal in value to the value of MBL Life's shares
of the Fund. The redemption distribution will not result in the
Fund realizing gain, loss, or income for federal income tax
purposes. Redemptions of Fund shares by MBL Life may cause the
Fund's ratio of expenses to average net assets to increase.
However, First Priority has agreed to assume the operating
expenses of the Fund (excluding taxes, interest, brokerage
commissions, and extraordinary expenses) to the extent such daily
expenses exceed 1.00% on an annualized basis of the Fund's daily
net assets through December 31, 1998.
