MAP-EQUITY FUND
Supplement Dated March 31, 1999 To Prospectus Dated May 1, 1998,
as Supplemented May 1, 1998, September 24, 1998, and August 6, 1998
This supplement should be read in conjunction with the MAP-Equity
Fund, Inc. (the "Fund") prospectus, a copy of which can be
obtained without charge by writing to First Priority Investment
Corporation, 520 Broad Street, Newark, New Jersey 07102 ATTN: MAP-
EQUITY FUND, or by calling 1-800-559-5535.
On December 31, 1998, MBL Life Assurance Corporation ("MBL
Life"), the sponsor of the Fund, sold its individual life and
individual and group annuity businesses to SunAmerica Inc. (the
"Acquisition"). The Acquisition effected a resolution to the
proceedings associated with the Plan of Rehabilitation of the
Mutual Benefit Life Insurance Company (the predecessor in
interest to MBL Life). As a result of the Acquisition, MBL Life
will wind down its operations and has informed the Board of
Directors of the Fund (the "Board") that it will be unable to
continue as the Fund's sponsor after June 30, 1999. First
Priority Investment Corporation, a wholly-owned subsidiary of MBL
Life, also will also be unable to continue as the Fund's
distributor after June 30, 1999.
In light of the foregoing, the Board considered various strategic
alternatives with regard to the Fund. This process resulted in
the Board approving arrangements for the business and operations
of the Fund to be continued by reorganizing the Fund into a new
portfolio of The MainStay Funds (the "New Fund").
Proposed Reorganization. The Board has approved an Agreement and
Plan of Reorganization (the "Agreement") between the Fund and The
MainStay Funds, on behalf of the New Fund. The Agreement
provides for the transfer of all of the assets of the Fund to the
New Fund in exchange for shares of the New Fund and the
assumption by the New Fund of all of the liabilities of the Fund.
The aggregate net asset value of the New Fund shares to be issued
in the exchange will equal the aggregate net asset value of the
Fund shares then outstanding. Following the exchange, the Fund
will distribute the New Fund shares to its shareholders pro rata,
in liquidation of the Fund as provided in the Agreement. The
transactions contemplated by the Agreement (the "Reorganization")
can be consummated only if, among other things, a majority of the
Fund's shareholders approve the Reorganization. A Special
Meeting (the "Meeting") of Shareholders of the Fund will be held
on June 3, 1999 and approval of the Agreement will be voted on at
that Meeting. In connection with the Meeting, the Fund will be
delivering to its shareholders of record a proxy statement
describing the proposed Reorganization and a prospectus for the
New Fund.
Two of the individuals who currently serve as the Fund's
portfolio managers, including the Fund's primary portfolio
manager, will continue to serve as the New Fund's portfolio
managers through a new organization that will serve as the New
Fund's subadviser.
If the Fund's shareholders approve the Agreement at the Meeting
and certain other conditions required by the Agreement are
satisfied, the Reorganization is expected to become effective in
early June 1999. In the event that the Fund's shareholders fail
to approve the Agreement, the Board will consider other
alternatives with regard to the Fund, such as liquidating the
Fund.
Effective as of the close of business on April 30, 1999, the Fund
will close to new deposits, including deposits under the
Automatic Monthly Investment Plan. The Board believes that
closing the Fund to new deposits will help facilitate a smooth
and efficient transition of the Fund's business and operations in
connection with the Reorganization. Although no new deposits
will be accepted after April 30, 1999, Fund shareholders may
redeem any or all of their Fund shares through the effective date
of the Reorganization, subject to the redemption procedures
described in the Fund's prospectus. Following the
Reorganization, if approved, shareholders will be able to make
new deposits in the New Fund.
