SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy
[ ] Confidential For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or rule 14a-12
MAP-GOVERNMENT FUND, INC.
----------------------------------
(Name of Registrant as Specified in Its Charter)
_____________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box:)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transactions applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid: _____
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
MAP-GOVERNMENT FUND, INC.
520 Broad Street
Newark, New Jersey 07102
1-800-559-5535
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
JANUARY 6, 1998
To our Shareholders:
Notice is hereby given that a Special Meeting of the
shareholders ("Meeting") of MAP-Government Fund, Inc.
(the "Fund") will be held at 520 Broad Street, Newark, New Jersey
07102, on the 6th day of January, 1999 at 10:00 a.m. local time,
or any adjournment(s) thereof, for the following purposes:
1. To consider and adopt a Plan of Liquidation and Dissolution
pursuant to which the Fund's assets will be liquidated,
known liabilities satisfied and remaining proceeds
distributed to shareholders; and
2. To consider and act upon any other matters which may
properly come before the meeting or any adjournment thereof.
Shareholders of record as of the close of business on
November 30, 1998 are entitled to notice of and to vote at the
Meeting. Shareholders of record who attend the meeting may vote
their shares in person. If you do not expect to attend the
meeting, please complete, date, sign and properly return the
enclosed proxy card in the enclosed postage-paid envelope. If
you do not sign and return your proxy card, the Fund may incur
the additional expense of subsequent mailings in order to have a
sufficient number of cards signed and returned.
You should retain this Notice and Proxy Statement.
December 8, 1998 By Order of the Board of Directors
JUDITH C. KEILP,
Vice President and Secretary
YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY
SHAREHOLDERS ARE INVITED TO ATTEND THE SPECIAL MEETING IN PERSON.
ANY SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE SPECIAL MEETING
IS URGED TO INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED FORM OF
PROXY, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED,
WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY, NO MATTER HOW
LARGE OR SMALL YOUR HOLDINGS MAY BE.
MAP-GOVERNMENT FUND, INC.
520 Broad Street
Newark, New Jersey 07102
( 800-559-5535 )
PROXY STATEMENT
Special Meeting of Shareholders
January 6, 1999
INTRODUCTION
This Proxy Statement is furnished to the shareholders of MAP-
Government Fund, Inc. (the "Fund") by its Board of Directors in
connection with the solicitation by the Board of Directors of
shareholder votes by proxy ("Proxies") to be voted at the Fund's
Special Meeting of Shareholders ("Meeting"), to be held on
January 6, 1999, at 10:00 a.m., local time, at 520 Broad Street,
Newark, New Jersey 07102, or any adjournment(s) thereof, for the
purpose set forth in the accompanying Notice of the Meeting.
November 30, 1998 has been fixed as the record date ("Record
Date") for the determination of shareholders entitled to notice
of and to vote at the Meeting. Only shareholders of record at
the close of business on the Record Date are entitled to notice
of, and to vote at, the Meeting, and any adjournments thereof.
As of the Record Date, there were outstanding 84,516,933.70
shares of common stock of the Fund ("Shares"). Each Share issued
and outstanding will be entitled to one vote, and each fractional
Share issued and outstanding will be entitled to a proportionate
Share of one vote, at the Meeting. It is expected that the
Notice of Special Meeting, this Proxy Statement and the form of
Proxy first will be mailed to shareholders on or about December
8, 1998.
If the enclosed form of Proxy is executed properly and
returned, Shares represented by it will be voted at the Meeting
in accordance with the instructions on the Proxy by the
individuals named as proxies (or their substitutes) thereon. You
may direct the proxy holders to vote your Shares for or against
adoption of the Plan of Liquidation and Dissolution dated
November 4, 1998 (the "Plan") by checking the appropriate box
"For" or "Against," or instruct them not to vote your Shares on
the Plan by checking the "Abstain" box. Alternatively, you may
simply sign, date and return your proxy card with no specific
instructions as to voting on the Plan. If you properly execute
your proxy and give no voting instructions with respect to the
Plan, your Shares will be voted FOR adoption of the Plan. A
Proxy may nevertheless be revoked at any time prior to its use
(a) by written notice of its revocation to the Secretary of the
Fund at the above address prior to the Meeting; (b) by the
subsequent execution and return of another proxy prior to the
Meeting; or (c) by being present and voting in person at the
Meeting and giving oral notice of revocation to the Chairman of
the Meeting. Attendance at the Meeting will not in and of itself
constitute revocation of your Proxy.
One third of the Shares outstanding on the Record Date,
represented in person or by proxy, must be present for the
transaction of business at the Meeting. If a quorum is present
at the Meeting but sufficient votes to approve the Plan are not
received, the persons named as proxies (or their substitutes) may
propose one or more adjournments of the Meeting to permit the
further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of the Shares
represented at the Meeting in person or by proxy. The persons
named as proxies will vote those proxies that they are entitled
to vote FOR adoption of the Plan in favor of an adjournment, and
will vote those proxies required to be voted AGAINST adoption of
the Plan against such adjournment. A shareholder vote may be
taken on the Plan prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate. The
favorable vote of the holders of a majority of the outstanding
Shares entitled to vote, either in person or by proxy, at the
Meeting, provided a quorum is present, is required for adoption
of the Plan. The duly appointed proxies may, in their
discretion, vote upon such other matters as may properly come
before the meeting.
The principal solicitation of proxies will be by the mailing
of this Proxy Statement. Proxies may also be solicited by
telephone and personal interviews by representatives of the Fund,
regular employees and sales representatives of First Priority
Investment Corporation, the Fund's distributor and investment
adviser ("First Priority"), or First Priority's parent
organization, MBL Life Assurance Corporation ("MBL"), certain
affiliates of MBL, certain broker-dealers (who may be
specifically compensated for such services), and/or
representatives of any independent proxy solicitation service
retained for the Meeting. Brokerage firms, banks and others may
be requested or required to forward the Notice and this Proxy
Statement to beneficial owners of Shares so that the owners may
authorize the voting of those Shares. The Fund will pay these
firms for their out-of-pocket expenses for doing so.
Abstentions and "broker non-votes" (as defined below) are
counted for purposes of determining whether a quorum is present,
but do not represent votes cast with respect to the Plan.
"Broker non-votes" are Shares held by a broker or nominee for
which an executed proxy is received by the Fund but are not voted
as to the Plan because instructions have not been received from
the beneficial owners or person entitled to vote and the broker
or nominee does not have discretionary voting power.
PROPOSAL
ADOPTION OF THE PLAN OF LIQUIDATION AND DISSOLUTION
OF THE FUND
At a meeting of the Fund's Board of Directors held on
November 4, 1998, the Directors approved a resolution to
recommend to the Fund's shareholders that the Fund be liquidated
in accordance with the Plan. A copy of the Plan is attached as
Exhibit A to this Proxy Statement. All descriptions of the Plan
in this Proxy Statement are qualified in their entirety by
reference to the terms of the Plan.
If the Plan is adopted by the Fund's shareholders, the Board
of Directors will proceed on behalf of the Fund to implement the
provisions of the Plan as expeditiously as they deem practicable
and in accordance with Maryland law. Such action will include,
among other things, distribution to the shareholders of the
Fund's remaining assets, which will be reduced to cash, and
termination of the Fund. All costs of the liquidation of the
Fund (other than brokerage commissions incurred by the Fund in
selling its portfolio securities, if any) will be borne by the
Fund.
BACKGROUND OF AND REASON FOR THE PLAN
The Fund was incorporated in Maryland on May 27, 1982. The
Fund seeks to provide its shareholders as high a level of current
income as is consistent with the preservation of capital and
liquidity through investments in the securities and other
instruments described in the Fund's current Prospectus dated May
1, 1998, and amended on August 6, 1998 and September 24, 1998.
As of November 30, 1998, the assets of the Fund amounted to
$84,516,933.70. As of that date, MBL and its affiliates owned
81,778,585 Shares of the Fund, or approximately 97%, while public
shareholders owned 2,738,349 Shares of the Fund, or approximately
3%.
First Priority has agreed to bear total annual operating
expenses of the Fund that exceed 0.75% of the Fund's average
daily net asset value, through December 31, 1998. As of the date
of this Proxy, no fees were waived or reimbursed to the Fund
pursuant to First Priority's expense guarantee. However, MBL has
informed the Fund that it, and its affiliates and related
entities, intend to redeem virtually all of the Shares held by
them, by December 31, 1998. Management expects the Fund's total
annual operating expenses to increase, as a percentage of its
average daily net assets, due to these planned redemptions.
Based upon the foregoing, the Fund's management has
concluded that the relatively small size of the Fund after
completion of the redemptions will not ultimately produce the
benefits for shareholders of a viable and competitive mutual
fund. The Fund's management considered such alternatives as a
merger or sale of the assets of the Fund, but ultimately
concluded that the Fund's liquidation and dissolution would be in
the best interests of its shareholders and determined to present
the Plan to the Fund's Board of Directors.
At its meeting on November 4, 1998, the Board of Directors
considered approval of the Plan and its submission to
shareholders for adoption. The Board considered a number of
factors, including the amount of the Fund's assets, the planned
redemption by MBL and certain of its affiliates and related
entities of their interests in the Fund, the fact that First
Priority would not be in a position to continue to provide its
services and the cost and difficulty of obtaining the services of
another investment adviser and distributor for the Fund. After
careful consideration, the Board concluded that the liquidation
of the Fund and distribution of the proceeds thereof to
shareholders would be in the best interests of shareholders at
this time and, accordingly, the Board of Directors, including a
majority of the independent directors, approved the Plan and
directed that it be submitted to shareholders for approval. In
making this determination, the Directors considered the
alternatives of merging or reorganizing the Fund into a similar
fund, and the tax implications to shareholders of the
liquidation, as discussed under "Tax Consequences to the
Shareholders of the Plan" herein.
In connection with the pending vote on the Plan, and
pursuant to the vote of the Board of Directors on September 22,
1998, the Fund ceased selling its Shares to non-MBL related
shareholders on September 24, 1998 and notified shareholders of
the MAP-Equity Fund, Inc. of the termination of their exchange
privilege with the Fund, which terminated effective November 24,
1998. On November 12, 1998, additional correspondence was sent
to shareholders of the Fund encouraging them to redeem their
shares prior to December 31, 1998. In anticipation of the
proposed liquidation of the Fund and the planned redemption by
MBL and its affiliates and related entities, the Fund may begin
to shorten its average-weighted maturity described in the Fund's
Prospectus to better enable an orderly liquidation of the Fund's
assets.
PLAN OF LIQUIDATION AND DISSOLUTION
If the Plan is approved by the shareholders of the Fund, the
Fund will proceed to sell all its portfolio securities and other
assets for cash at one or more public or private sales and at
such prices and on such terms and conditions as First Priority
shall determine to be reasonable and in the best interests of the
Fund and its shareholders, subject to, if any, the review of the
Directors. The Fund will also give twenty days' notice to all
its known creditors that dissolution of the Fund has been
approved. Upon expiration of such notice period, the Fund will
file Articles of Dissolution with the State Department of
Assessments and Taxation of Maryland in accordance with Maryland
law. Upon such filing, the Fund will be statutorily dissolved,
and the Fund will apply its assets to the payment, satisfaction
and discharge of all of its existing debts and obligations,
including any expenses of liquidation, and distribute the
remaining assets among its shareholders in one or more payments,
with each shareholder receiving his proportionate Share of each
liquidation distribution in cash. Thereafter, the Fund will
cease to exist and no shareholder will have any interest
whatsoever in the Fund. The Fund estimates that the expenses of
the liquidation (not including brokerage commissions and taxes,
if any) will be approximately $57,000.
If the Plan is adopted, the Fund currently estimates that
the liquidation distributions will be paid to shareholders prior
to May 1, 1999. However, the exact date of the liquidation
distributions will depend on the time required to liquidate the
assets of the Fund. Thus, while the Fund will be liquidated as
expeditiously as possible upon approval of the Plan and
consistent with preservation of value for the benefit of the
shareholders of the Fund, there can be no assurance that the
liquidation will in fact be completed by May 1, 1999.
Shareholders may redeem their Shares at net asset value on
any business day prior to the date of distribution(s).
Shareholders are directed to the section "Purchase and Sale of
Shares" in the Fund's Prospectus for more information on
redemptions. No shareholder will have any dissenter's rights or
right of appraisal with respect to the liquidation and
dissolution of the Fund. A shareholder holding Shares in a
retirement account should complete a transfer of assets to
another retirement plan in advance of the liquidation (or within
60 days thereafter) to avoid possible IRS penalties for premature
distribution.
The Fund may, if deemed appropriate, hold back sufficient
assets to deal with the costs of dissolution, including the costs
of deregistration as an investment company under the Investment
Company Act of 1940 ("1940 Act"), its required tax filings, and
any disputed claims or other contingent liabilities that may then
exist against the Fund. The Fund is currently not aware of any
such claim or liability that could require assets to be held
back. Any amount that is held back will be deducted pro rata
from the net assets distributable to shareholders and held until
the claim is settled or otherwise determined and discharged. In
the event the Fund determines to hold back assets to offset the
costs of dissolution, the liquidating distribution paid to
shareholders would be reduced.
The Fund does not currently intend to create a trust to
administer liquidation distributions; however, if the Fund is
unable to distribute all its assets pursuant to the Plan because
of its inability to locate shareholders to whom liquidation
distributions are payable, the Fund may create a liquidating
trust with a financial institution and deposit any of its
remaining assets in the trust for the benefit of shareholders
that cannot be located. The expenses of any such trust will be
charged against the liquidation distributions held therein.
As soon as practicable after the distribution of all the
assets of the Fund in complete liquidation, the Fund's officers
will close the books of the Fund and cause to be prepared and
filed, in a timely manner, any and all required income tax
returns and other documents and instruments. The Fund will also
file the necessary forms with the Securities and Exchange
Commission ("SEC") when it has distributed substantially all of
its assets to shareholders and has effected, or is in the process
of effecting, a winding up of its affairs in order to deregister
the Fund under the 1940 Act, and will file or cause to be filed
any and all other documents and instruments necessary to
terminate the regulation of the Fund and its business and affairs
by the SEC.
TAX CONSEQUENCES TO THE SHAREHOLDERS OF THE PLAN
The following is only a general summary of the federal
income tax consequences of implementing the Plan to shareholders
who are U.S. citizens or residents. The summary does not address
the federal income tax consequences to shareholders who are
corporations, trusts, estates, tax-exempt organizations or non-
U.S. citizens or residents. SHAREHOLDERS SHOULD CONSULT WITH
THEIR OWN TAX ADVISERS FOR ADVICE REGARDING THE APPLICATION OF
CURRENT FEDERAL TAX LAW IN THEIR PARTICULAR SITUATIONS AND WITH
RESPECT TO STATE, LOCAL, FOREIGN, AND OTHER TAX CONSEQUENCES OF
THE PLAN.
The Fund is a money market mutual fund that currently
qualifies, and intends to continue to qualify through the end of
the liquidation period, for treatment as a "regulated investment
company" ("RIC") under the Internal Revenue Code of 1986, as
amended ("Code"), so that it will be relieved of federal income
tax on any investment company taxable income (consisting
generally of net investment income and net short-term capital
gain) that it distributes to its shareholders. Net investment
income is declared as dividends daily and paid monthly.
Payment by the Fund of liquidation distributions to
shareholders will not be taxable to them if the Fund maintains a
stable Share price of $1.00. If the Fund were unable to do so,
however, each shareholder would recognize gain or loss for
federal income tax purposes in an amount equal to the difference
between (1) the shareholder's adjusted basis in the Shares and
(2) the amount of the liquidation distribution received by the
shareholder. The gain or loss would be a capital gain or loss if
the Shares were held as capital assets by the shareholder and
generally would be long-term if the Shares were held for more
than one year before the liquidation distribution was received.
Thus, a shareholder would be taxed only to the extent that the
liquidation distribution exceeded his or her basis in his or her
Shares; if the amount received were less than his or her basis,
the shareholder would realize a loss. Because the income tax
consequences for a particular shareholder may vary depending upon
individual circumstances, each shareholder is urged to consult
his or her own tax adviser concerning the federal, state, and
local tax consequences of receipt of a liquidating distribution.
Prior to completion of the liquidation, the Fund intends to
declare a distribution equal to any undistributed investment
company taxable income ("Final Income Distribution") and to
include this amount with the final liquidation distribution.
Shareholders will report the Final Income Distribution as
ordinary income.
The Fund generally will be required to withhold tax at the
rate of 31% with respect to the Final Income Distribution (and
any liquidation distribution that exceeds $1.00 per Share) paid
to any individual or certain other non-corporate shareholder if
(1) the shareholder fails to provide his or her correct federal
taxpayer identification number or to certify to the Fund that he
or she is either an "exempt recipient" or "exempt foreign
person," (2) the shareholder fails to make other required
certifications, or (3) the Internal Revenue Service requires the
Fund to impose backup withholding. Backup withholding is not an
additional tax, and any amounts withhold may be credited against
a shareholder's U.S. federal income tax liability.
APPRAISAL RIGHTS
None of the shareholders of the Fund will be entitled to
exercise any dissenter's rights or appraisal rights with respect
to the liquidation or dissolution of the Fund. It is anticipated
that the shareholders will receive the per Share net asset value
prior to May 1, 1999, though any shareholder of the Fund may
redeem his or her Shares at net asset value prior to the date of
the dissolution of the Fund.
REQUIRED VOTE AND BOARD RECOMMENDATION TO APPROVE THE PLAN
The Fund's Board of Directors has approved the Plan, by
action taken on November 4, 1998. The Maryland General
Corporation Law and the Articles of Incorporation pursuant to
which the Fund was organized require the affirmative vote of a
majority of the Shares entitled to vote in connection with the
dissolution of the Fund. Therefore, your consent to the Plan is
being solicited.
THE BOARD OF DIRECTORS OF THE FUND
RECOMMENDS THAT YOU VOTE FOR ADOPTION OF THE PLAN
ADDITIONAL INFORMATION
INVESTMENT ADVISER AND ADMINISTRATOR
First Priority Investment Corporation (the "Adviser") serves
as the Fund's investment adviser pursuant to the terms of an
Investment Advisory Agreement ("Advisory Agreement") between it
and the Fund. The Adviser has been in existence since 1994 and
currently manages approximately $84 million. Under the Advisory
Agreement, the Adviser is employed to supervise the investments
of the Fund and provide investment advice to the Fund. The
Adviser is an indirect, wholly-owned subsidiary of MBL Life
Assurance Corporation ("MBL"), a New Jersey insurance
corporation. The address of MBL is 520 Broad Street, Newark, New
Jersey 07102.
SHAREHOLDER AND ACCOUNTING SERVICES
Under an agreement between State Street Bank & Trust Company
("State Street") and the Fund, State Street arranges for
shareholder servicing functions for the Fund, including the
maintenance of shareholder accounts, the issuance, transfer and
redemption of Shares, distribution of dividends and payment of
redemptions, the furnishing of related information to the Fund
and handling of shareholder transactions. The address of State
Street is P.O. Box 8500, Boston, Massachusetts 02266-8500.
DISTRIBUTION OF THE FUND'S SHARES
The Adviser is the exclusive distributor ("Distributor") of
the Shares of the Fund pursuant to a Distributor's Agreement.
This agreement authorizes the Distributor to buy the Shares at
their net asset value, and then sell these Shares by accepting
unconditional orders to purchase the Shares, which it has
solicited through its best efforts. The address of the
Distributor is the same as that of the Adviser and the Agent.
SECURITIES OWNERSHIP
The following tables set forth information with respect to
the Fund, as of the Record Date, regarding the beneficial
ownership of the Shares by shareholders owning more than 5% of
the Shares, and all directors and executive officers. As of such
date, the following persons were known to the Fund to own of
record or beneficially more than 5% of the outstanding Shares:
Name and Address of Amount of Beneficial
Beneficial Owner Ownership Percent of Class
MBL Life Assurance Special Asset $33,891,322.68 40.10%
Separate Account-C
520 Broad Street
Newark, NJ 07102
Participating State Guaranty $31,138,876.54 36.80%
Associations
c/o/ National Organization of
Life and Health Guaranty Association
Herndon, Virginia
MBL Third Amended Liquidation Trust $ 7,350,739.14 8.70%
Insurance Commissioner for the
State of New Jersey
520 Broad Street
Newark, NJ 07102
As of the Record Date, all directors and officers of the Fund as
a group owned less than 1% of all the outstanding Shares.
DIVIDENDS
To qualify for treatment as a RIC under the Code, the Fund
must, among other things, distribute to its shareholders for each
taxable year at least 90% of its investment company taxable
income. The Fund is subject to a nondeductible 4% excise tax to
the extent it fails to distribute by the end of any calendar year
substantially all of its ordinary income for that year and
capital gain net income for the twelve months ending on October
31 of that year, plus certain other amounts. For the taxable
years ended 1996 and 1997, the Fund made all the distributions
required to qualify for treatment as a RIC and to avoid the 4%
excise tax.
AUDITORS
PricewaterhouseCoopers LLP serves as the auditors of the
Fund. Representatives of PricewaterhouseCoopers are not expected
to be present at the Meeting, but have been given the opportunity
to make a statement if they so desire, and will be available
should any matter arise requiring their presence.
ANNUAL REPORT
The Fund's Annual Report, dated December 31, 1997 and
SemiAnnual Report, dated June 30, 1998, have been sent to
shareholders of the Fund. Upon request, the Fund will furnish to
shareholders, without charge, a copy of its annual and semiannual
reports. All shareholder requests should be directed to First
Priority Investment Corporation, 520 Broad Street, Newark, New
Jersey 07102, Attn: MAP-Government Fund, Inc., or by telephoning
1-800-559-5535.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Fund does not generally hold annual shareholders'
meetings, but will hold special meetings as required or deemed
desirable. Because the Fund does not hold regular shareholders'
meetings, the anticipated date of the next special meeting of
shareholders (following that to which this Notice and Proxy
Statement relates), if any, cannot be provided. Shareholders
wishing to submit proposals for consideration for inclusion in a
proxy statement for a subsequent shareholders' meeting of the
Fund (if any) should send their written proposals to the
Secretary of the Fund at the address set forth on the cover of
this Proxy Statement; the proposals must be received no later
than four months prior to the date when the proxy statement for
any such subsequent meeting is mailed to shareholders.
OTHER BUSINESS
The Fund does not know of any other business to be presented
at the Meeting other than the matter set forth in this Proxy
Statement. If any other matter or matters are properly presented
for action at the Meeting, the proxy holders will vote the Shares
that the proxy card entitles them to vote in accordance with
their judgment on such matter or matters. By signing and
returning your proxy card, you give the proxy holder
discretionary authority as to any such matter or matters.
MAP-Government Fund, Inc.
Notice of Special Meeting
to be held on
January 6, 1999
and
Proxy Statement
PROXY STATEMENT
APPENDIX
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE THE FUND
THE EXPENSE OF FURTHER SOLICITATIONS
RETURN THE PROXY TO:
[ address ]
PROXY
MAP-Government Fund, Inc.
Please detach before mailing
MAP-GOVERNMENT FUND, INC.
Special Meeting of Shareholders, January 6, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) as proxies Kathleen M.
Koerber and William G. Clark, each with power of substitution,
and hereby authorize(s) each of them to represent and to vote, as
instructed below, all the Shares of MAP-Government Fund, Inc.
(the "Fund") held of record by the undersigned on November 30,
1998, at the Special Meeting of Shareholders to be held on
January 6, 1999, or any adjournment thereof, with discretionary
power to vote upon such other business as may properly come
before the meeting.
The undersigned hereby acknowledge(s) receipt of the Proxy
Statement prepared on behalf of the Board of Directors with
respect to the matters designated below.
1. Adoption of the Plan of Liquidation and Dissolution
(Proposal)
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
_____________________________________________________
Signature Date
_____________________________________________________
Additional Signature if held jointly Date
Please sign and date this proxy and return it in the enclosed
postage-paid envelope. The Fund's Board of Directors recommends
that your vote FOR the proposal in the Proxy Statement. Please
indicate your vote by an "X" in the appropriate box above.
If you simply sign this proxy without marking any box, this proxy
shall be deemed to grant authority to vote "FOR" the proposal.
EXHIBIT A
PLAN OF LIQUIDATION AND DISSOLUTION
MAP-GOVERNMENT FUND, INC.
WHEREAS, by resolutions duly adopted by the Board of Directors of
the MAP-Government Fund, Inc. ("Fund") at its meeting on
September 22, 1998, the Board has determined that liquidation of
the Fund is in the best interest of the Fund; and
WHEREAS, pursuant to Article Fifth, Section 2 of the Fund's
Articles of Incorporation, and consistent with Subsection 2-
104(b)(5) of Maryland General Corporation Law, liquidation of the
Fund requires the affirmative vote of the holders of not less
than a majority of the shares of the Fund then outstanding
("Shares"), in lieu of that otherwise required by Section 3-403
of that title; and
WHEREAS, pursuant to Section 3-410 of the Maryland General
Corporation Law, after the close of business on May 1, 1999, if
the Fund has not liquidated and wound up its business and
affairs, the directors will become trustees of the Fund's assets
for purposes of liquidation with the full powers granted to
directors of a corporation which has voluntarily dissolved under
Subtitle 4 of Title 3 of the Maryland General Corporation Law;
and
WHEREAS, pursuant to Section 3-408 of the Maryland General
Corporation Law, the Fund will cease to exist at the close of
business on the day the Maryland Department of Assessments and
Taxation accepts for record the Articles of Dissolution of the
Fund, except that the Fund shall continue to exist for the
purpose of paying, satisfying, and discharging any existing debts
or obligations, collecting and distributing its assets, and doing
all other acts required to liquidate and wind up its business and
affairs;
NOW, THEREFORE, by resolutions duly adopted by the Board of
Directors of the Fund at its meeting on November 4, 1998, the
Board has approved this Plan of Liquidation and Dissolution
("Plan").
Article I. Actions to be Taken Prior to Dissolution of the Fund
(a) As directed by the Board of Directors, the Fund shall
proceed with the business of winding up its affairs.
(b) The proper officers of the Fund are hereby authorized to
perform such acts, execute and deliver such documents, and
do all the things as may be reasonably necessary or
advisable to complete the liquidation and dissolution of the
Fund, including, but not limited to, the following: (i)
fulfill or discharge the contracts of the Fund; (ii) collect
the Fund's assets; (iii) sell, convey, assign, exchange,
transfer or otherwise dispose of all or any part of the
remaining property and assets of the Fund to one or more
persons at public or private sale for consideration which
may consist in whole or in part of cash, securities or other
property of any kind; (iv) discharge or pay the liabilities
of the Fund; (v) prosecute, settle or compromise claims of
the Fund or to which the Fund is subject; (vi) file final
state and federal tax returns and any amendments thereto;
(vii) mail notice to all known creditors of the Fund, at
their respective addresses shown on the records of the Fund,
and to all of its employees, either at their home addresses
as shown on the records of the Fund or at their business
addresses, that dissolution of the Fund has been approved
("Notice of Dissolution"); and (viii) do or cause to be done
all other acts necessary or appropriate to liquidate the
business of the Fund.
Article II. State and Regulatory Filings; Delisting
(a) The proper officer(s) shall obtain and file with the
Maryland State Department of Assessments and Taxation: (i) a
tax clearance certificate of the Maryland Comptroller or the
collector of taxes stating that all taxes payable by the
Fund have been paid or provided for; and (ii) a certificate
of the Maryland Secretary of Economic and Employment
Development stating that all unemployment insurance
contributions, reimbursement payments and interest have been
paid or provided for.
(b) The Board of Directors shall authorize the appropriate
parties to file Articles of Dissolution with the Maryland
Department of Assessments and Taxation not earlier than the
twentieth day after the Notice of Dissolution has been
mailed to creditors and employees.
(c) The proper officer(s) shall make any other filings that are
required under the Maryland General Corporation Law in order
for the Fund to be statutorily dissolved.
(d) The proper officer(s) will file a Notice of Termination of
Authority to transact business in all states where
necessary.
(e) The Board of Directors shall authorize the filing of a final
post-effective amendment and a Form 24f-2 Notice with the
SEC regarding the calculation of the filing fee due for
shares sold.
(f) The proper officer(s) shall file a Form N-8F with the
Securities and Exchange Commission ("SEC") pursuant to
Section 8(f) of the Investment Company Act of 1940 ("1940
Act") and Rule 8f-1 thereunder for an order declaring that
the Fund has ceased to be an investment company and shall
take any other action necessary and appropriate to terminate
the registration of the Fund with the SEC and the states.
(g) The proper officer(s) will notify the Commodity Futures
Trading Commission and the National Futures Association of
the Fund's termination, if necessary or appropriate.
Article III. Liquidation Procedures
(a) The proper officer(s) of the Fund shall cause to be prepared
a notice to shareholders to prove their interests in the
Fund, and to mail such notice, together with a form of
letter of transmittal for the surrender of share
certificates and such other information as said officers
shall find necessary or desirable, to shareholders of record
of the Fund as of November 30, 1998, selected by the said
officers.
(b) The proper officer(s) of the Fund shall apply the Fund's
assets to the payment, satisfaction and discharge of all
existing debts and obligations of the Fund, including
necessary expenses of liquidation, and distribute in one or
more payments the remaining assets and all dividend income
and investment company net capital gain among the
shareholders of the Fund, with each shareholder receiving
his proportionate share of each payment.
(c) The proper officer(s) of the Fund may, if such officers deem
it appropriate, establish a reserve to meet the costs of its
dissolution, including the costs of its deregistration as an
investment company under the 1940 Act and its required tax
filings, and any contingent liabilities of the Fund,
including any claims or actions to which the Fund is or may
be subject, and any amount that is placed in such reserve
shall be deducted from the net assets distributable to
shareholders until the contingent liabilities have been
settled or otherwise determined and discharged.
(d) In the event that the Fund is unable to distribute all of
the net assets distributable to shareholders because of the
inability to locate shareholders to whom liquidation
distributions are payable, the proper officer(s) of the Fund
may create in the name and on behalf of the Fund a
liquidation trust with a financial institution and, subject
to applicable abandoned property laws, deposit any remaining
assets of the Fund in such trust for the benefit of the
stockholders that cannot be located. The expenses of any
such trust shall be charged against the assets held therein.
MAP-GOVERNMENT FUND, INC.,
a Maryland corporation
By:_______________________________
Kathleen M. Koerber,
President
ATTEST:
____________________________________
Judith C. Keilp,
Vice President and Secretary
