UNITED NEW CONCEPTS FUND INC
497, 1997-05-30
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SUPPLEMENT TO THE PROSPECTUS

United New Concepts Fund, Inc. Class A Shares

The following information supplements and supersedes any contrary information
contained in the Prospectus:

At a special meeting of shareholders scheduled for July 24, 1997, shareholders
of the Fund will be asked to approve proposals relating to the following:

1.  Investment Restrictions.  Shareholders of the Fund will be asked to approve
elimination of or changes to certain of the Fund's fundamental investment
restrictions.  If approved, the current fundamental restrictions regarding
restricted securities, unseasoned issuers, warrants and rights, arbitrage
transactions, securities owned by affiliated persons, foreign currencies, and
options, futures contracts, forward currency contracts and other derivative
instruments would be eliminated.  Also, if approved, the current fundamental
restrictions regarding diversification, investments in commodities and commodity
contracts, loans, margin purchases and short sales would be modified.

If the foregoing changes to the Fund's fundamental investment restrictions are
approved, the Fund intends to implement a new non-fundamental, operating policy
regarding derivative instruments.  This operating policy would be in addition to
the other non-fundamental restrictions and policies set forth in the prospectus
and Statement of Additional Information and could be changed by the Board of
Directors without shareholder approval.

2.  Service Plan.  Class A shareholders of the Fund will be asked to amend the
Fund's current Service Plan to permit payment of distribution fees, with no
change to the Plan's current limit on the total expenses payable.

To be attached to the cover page of the Prospectus of United New Concepts Fund,
Inc. Class A shares dated June 30, 1996.

This Supplement is dated May 29, 1997.

NUS2012A
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SUPPLEMENT TO THE PROSPECTUS

United New Concepts Fund, Inc. Class Y Shares

The following information supplements and supersedes any contrary information
contained in the Prospectus:

At a special meeting of shareholders scheduled for July 24, 1997, shareholders
of the Fund will be asked to approve proposals relating to elimination of or
changes to certain of the Fund's fundamental investment restrictions.  If
approved, the current fundamental restrictions regarding restricted securities,
unseasoned issuers, warrants and rights, arbitrage transactions, securities
owned by affiliated persons, foreign currencies, and options, futures contracts,
forward currency contracts and other derivative instruments would be eliminated.
Also, if approved, the current fundamental restrictions regarding
diversification, investments in commodities and commodity contracts, loans,
margin purchases and short sales would be modified.

If the foregoing changes to the Fund's fundamental investment restrictions are
approved, the Fund intends to implement a new non-fundamental, operating policy
regarding derivative instruments.  This operating policy would be in addition to
the other non-fundamental restrictions and policies set forth in the prospectus
and Statement of Additional Information and could be changed by the Board of
Directors without shareholder approval.


To be attached to the cover page of the Prospectus of United New Concepts Fund,
Inc. Class Y shares dated June 30, 1996.

This Supplement is dated May 29, 1997.

NUS2012-Y
<PAGE>
UNITED NEW CONCEPTS FUND, INC.

             Supplement to the Statement of Additional Information
             Dated June 30, 1996, as Supplemented January 10, 1997


The following information supplements and supersedes any contrary information
contained in the Statement of Additional Information:

1.  Investment Restrictions. At a special meeting of shareholders scheduled for
July 24, 1997 ("Special Meeting"), shareholders of the Fund will be asked to
approve elimination and modification of certain of the Fund's fundamental
investment restrictions.  If approved, the following investment restrictions
will supersede and replace the restrictions listed in the "Investment
Restrictions" section:

     The Fund may not:

     (i)  Purchase or sell physical commodities; however, this policy shall not
     prevent the Fund from purchasing and selling foreign currency, futures
     contracts, options, forward contracts, swaps, caps, collars, floors and
     other financial instruments;

     (ii)  Buy real estate nor any nonliquid interests in real estate investment
     trusts;

     (iii)  Buy shares of other investment companies which redeem their shares.
     The Fund can buy shares of investment companies that do not redeem their
     shares it if does so in a regular transaction in the open market and then
     does not have more than one-tenth (i.e., 10%) of its total assets in these
     shares.  The Fund may also buy these shares as part of a merger or
     consolidation;

     (iv)  Lend money or other assets, other than through certain limited types
     of loans described herein; the Fund can buy debt securities and other
     obligations consistent with its goal and its other investment policies and
     restrictions; it can also lend its portfolio securities (see "Lending
     Securities" above) or, except as provided above, enter into repurchase
     agreements (see "Repurchase Agreements" above);

     (v)  Invest for the purpose of exercising control or management of other
     companies;

     (vi)  Participate on a joint, or a joint and several, basis in any trading
     account in any securities;

     (vii)  Sell securities short (unless it owns or has the right to obtain
     securities equivalent in kind and amount to the securities sold short) or
     purchase securities on margin, except that (1) this policy does not prevent
     the Fund from entering into short positions in foreign currency, futures
     contracts, options, forward contracts, swaps, caps, collars, floors and
     other financial instruments, (2) the Fund may obtain such short-term
     credits as are necessary for the clearance of transactions, and (3) the
     Fund may make margin payments in connection with futures contracts,
     options, forward contracts, swaps, caps, collars, floors and other
     financial instruments;

     (viii)  Engage in the underwriting of securities, that is, the selling of
     securities for others;

     (ix)  Deviate from the percentage or other limitations set forth above
     under "Foreign Securities"; or
(x)  With respect to 75% of its total assets, purchase securities of any
     one issuer (other than cash items and "Government securities" as defined in
     the Investment Company Act of 1940, as amended (the "1940 Act")), if
     immediately after and as a result of such purchase, (a) the value of the
     holdings of the Fund in the securities of such issuer exceeds 5% of the
     value of the Fund's total assets, or (b) the Fund owns more than 10% of the
     outstanding voting securities of such issuer; or buy securities of
     companies in any one industry if more than 25% of that Fund's total assets
     would then be invested in companies in that industry.

     If the proposed changes to the Fund's fundamental investment restrictions
are approved, the Fund intends to implement the following new non-fundamental,
operating policy which would supersede and replace the Fund's current non-
fundamental restrictions and policies on these matters:

     Generally, the Fund may purchase and sell any type of derivative instrument
     (including, without limitation, futures contracts, options, forward
     contracts, swaps, caps, collars, floors and indexed securities).  However,
     the Fund will only purchase or sell a particular derivative instrument if
     the Fund is authorized to invest in the type of asset by which the return
     on, or value of, the derivative instrument is primarily measured or, with
     respect to foreign currency derivatives, if the Fund is authorized to
     invest in foreign securities.

2.  Service Plan.  Class A shareholders of each Fund will be asked to amend the
Fund's current Service Plan to permit payment of distribution fees, with no
change to the Plan's current limit on the total expenses payable.


This Supplement is dated May 29, 1997.



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