SUPPLEMENT DATED OCTOBER 31, 1995 TO PROSPECTUS
DATED DECEMBER 16, 1994
This Prospectus Supplement ("Supplement No. 2") supplements the information
contained in the Prospectus of UST Private Equity Investors Fund, Inc. (the
"Company") dated December 16, 1994 (as amended by the Supplement dated
August 28, 1995, the "Prospectus"). Unless otherwise indicated, all
capitalized terms used herein shall have the same meanings set forth in the
Prospectus.
The Company held a second closing of its shares (the "Shares") on October 27,
1995, and a final closing of its Shares on October 31, 1995 (collectively, the
"Final Closing"). A total of 12,335 Shares representing $12,335,000 were
accepted in connection with the Final Closing.
The Company's Prospectus contemplates that the time of valuation of the net
assets of the Company for purposes of determining the Managing Investment
Adviser's management fee and the time of payment of such fee is the end of
each calendar quarter. At a meeting held on October 6, 1995, the Company's
Board of Directors approved the change from the end of each calendar
quarter to the end of each fiscal quarter for the time of valuation of the
net assets of the Company for purposes of determining the Managing
Investment Adviser's management fee and the time of payment of the
management fee.
The Prospectus is modified as follows:
1. On page 2, in the footnote marked with one asterisk in the section
entitled "FEE TABLE", each reference to "calendar" is hereby deleted
and the word "fiscal" is hereby substituted in lieu thereof.
2. On page 2, in the footnote marked with two asterisks in the section
entitled "FEE TABLE", the reference to "calendar" in the second
sentence is hereby deleted and the word "fiscal" is hereby
substituted in lieu thereof.
3. On page 23, in the third paragraph of the section entitled
"Management - Managing Investment Adviser; Compensation", each
reference to "calendar" is hereby deleted and the word "fiscal" is
hereby substituted in lieu thereof.
