I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for
descriptions, see Instruction 1 above):
[ ] Merger
[X] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification
at the end of the form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end
of the form.)
2. Name of fund: MAP-GOVERNMENT FUND, INC.
3. Securities and Exchange Commission File No.: 811-3548
4. Is this an initial Form N-8F or an amendment to a previously
filed Form N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street,
City, State, Zip Code):
520 Broad Street, Newark, New Jersey 07102
6. Name, address and telephone number of individual the
Commission staff should contact with any questions regarding
this form:
Albert W. Leier, Vice President & Treasurer,
MAP-Government Fund, Inc., 520 Broad Street, Newark, NJ 07102,
(973) 481-8356
7. Name, address and telephone number of individual or entity
responsible for maintenance and preservation of fund records
in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR
270.31a-1, .31a-2]:
Albert W. Leier, Vice President & Treasurer,
MAP-Government Fund, Inc.
520 Broad Street, Newark, NJ 07102,
(973) 481-8356
NOTE: Once deregistered, a fund is still required to maintain
and preserve the records described in rules 31a-1 and 31a-2
for the periods specified in those rules.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check
only one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g.,
Delaware, Massachusetts): Maryland
11. Provide the name and address of each investment adviser of the
fund (including sub-advisers) during the last five years, even
if the fund's contracts with those advisers have been
terminated:
First Priority Investment Corporation,
520 Broad Street, Newark, NJ 07102
12. Provide the name and address of each principal underwriter of
the fund during the last five years, even if the fund's
contracts with those underwriters have been terminated:
First Priority Investment Corporation,
520 Broad Street, Newark, NJ 07102
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a
vehicle for investment in the fund (e.g., an insurance company
separate account)?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-______
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger,
Liquidation or Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
November 4, 1998
If No, explain:
(b) Did the fund obtain approval from the shareholders
concerning the decision to engage in a Merger,
Liquidation or Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took
place: January 6, 1999
If No, explain:
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in
connection with the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions: June 2, 1999
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share
ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of
distributions to shareholders. For Mergers, provide the
exchange ratio(s) used and explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [X] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's
shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date
this form is filed?
(b) Describe the relationship of each remaining shareholder
to the fund:
19. Are there any shareholders who have not yet received
distributions in complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing
to, or preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is
filed?
(See question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the
fund as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-
amount certificates if the fund is a face-amount certificate
company) or any other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other
liability:
(b) How does the fund intend to pay these outstanding debts or
other liabilities?
IV. Information About Event(s) Leading to Request For
Deregistration
22. (a) List the expenses incurred in connection with the Merger
or Liquidation:
(i) Legal expenses: $14,300.
(ii) Accounting expenses: $-0-
(iii) Other expenses (list and identify separately):
Filing Fees: $1,735
Transfer Agent Services: $10,000
(iv) Total expenses (sum of lines (i)-(iii) above): $26,035
(b) How were those expenses allocated?
All expenses incurred in the liquidation were absorbed by
the Fund.
(c) Who paid those expenses? Shareholders
(d) How did the fund pay for unamortized expenses (if any)? None
23. Has the fund previously filed an application for an order of
the Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and
order or, if no notice or order has been issued, the file
number and date the application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and
the position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any
business activities other than those necessary for winding up
its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund
surviving the Merger:
811-______
(c) If the merger or reorganization agreement has been filed
with the Commission, state the file number(s), form type
used and date the agreement was filed:
(d) If the merger or reorganization agreement has not been
filed with the Commission, provide a copy of the agreement
as an exhibit to this form.
VERIFICATION
The undersigned states that (i) he or she has executed this Form
N-8F application for an order under section 8(f) of the
Investment Company Act of 1940 on behalf of
MAP-GOVERNMENT FUND, INC., (ii) he or she is the
(Name of Fund)
VICE PRESIDENT and TREASURER of MAP-GOVERNMENT FUND, INC. ,
(Title) (Name of Fund)
and (iii) all actions by shareholders, directors, and any other
body necessary to authorize the undersigned to execute and file
this Form N-8F application have been taken. The undersigned also
states that the facts set forth in this Form N-8F application are
true to the best of his or her knowledge, information and belief.
(Signature)
ALBERT W. LEIER
Albert W. Leier
