ACCOLADE FUNDS
497, 1996-08-27
Previous: GABELLI CAPITAL SERIES FUNDS INC, N-30D, 1996-08-27



THIS IS THE UNITED  SERVICES  CONFERENCE  CALL TAKING  PLACE  TODAY,  JULY 31 AT
4:15PM EASTERN TIME WITH ART BONNEL.  GOOD AFTERNOON EVERYONE AND WELCOME TO THE
UNITED SERVICES FUNDS CONFERENCE CALL. ALL PARTIES ARE ON A LISTEN ONLY MODE AND
THE FLOOR WILL BE OPEN FOR QUESTIONS AND ANSWERS FOLLOWING THE PRESENTATION.  AT
THIS TIME I WOULD  LIKE TO TURN THE FLOOR OVER TO YOUR  HOST,  MR.  ART  BONNEL,
PORTFOLIO MANAGER OF THE BONNEL GROWTH FUND. SIR YOU MAY BEGIN.

Thank you Jill.  Hello. My name is Art Bonnel and I would like to welcome all of
you who are  online  today.  It's a pleasure  having you here.  I'm going to get
right down to what I think you called in for and that's  basically  the  current
market  environment and what we're  thinking.  What I'm thinking and going to be
doing with the portfolio.

First off, where  interest rates are concerned,  I know there's a lot of news on
that and what's  going to  happen.  Will the Fed raise  rates?  Won't they raise
rates? I personally am in the camp that they are not going to raise rates.  It's
an  election  year and if they did raise rates I don't think that would make the
Whitehouse very happy. If they're going to do it they would do it probably after
the election,  but I really,  really do not see any need for rates to go up. The
purchasing  managers index came in today.  That was down.  They were looking for
that to be up. The bond  market  rallied  on that  news.  If you look at the CRV
you'll  notice  that since the  beginning  of this year the CRV has not risen at
all.  It  started at around  240.  It's  still at that  level.  We're not having
commodity prices rising so if you don't have commodity prices rising there isn't
inflationary  pressures  in  that  area of the  market.  Unemployment...National
unemployment  claims are coming in at 350, 370  thousand,  I should say. That is
very close to 400,000  level and as an old  economist  they say when you hit the
400,000 level that is a recession.  So if you start getting initial unemployment
claims  running in the 400,000  range that means you're in a recession  and with
them hovering slightly below 400,000,  that the economy is perilously close to a
recession. The Fed dare not raise interest rates. If they did, let's assume they
say 'Hey, we have to do it for whatever reason,' I think that would really panic
the  market.  The market has been  anticipating  a raise,  but  there's a lot of
(gunsitters?)  there. And that would cause, I think, a real selling climax. That
would be an opportunity to pick up a lot of stocks very cheaply. And speaking of
selling  climax,' I think there's  probably a lot of  technicians  out there and
being a closet  technician,  as I refer  to  myself,  if you  look at  technical
analysis  101,  two weeks ago, on a Tuesday,  we had what could be  considered a
selling climax.

The New York  exchange  had  around 680  million  shares.  That was the  highest
trading day ever on The Exchange. The Dow went down to around 5180 and it turned
all the way around and closed up on the day. A lot of you have your Wall  Street
Journal's.  Just  take a peak at that and  you'll  see this  massive  amount  of
volume.  A sharp  sell-off  turning around and closing up on the day. Now I know
that other  index's did not, but the Dow did and if you do look at the technical
side of the market that would be defined as a selling climax.  We then last week
had a test of the lows, both the Dow Jones Industrial's and transportation  held
the lows so, to me, it looks like that may have been a selling climax.  What are
the odds of that?  I would  give it a 50 to maybe a 60% chance of that being the
bottom. At least I'll say I'm hopeful,  that is, that it is the bottom. There is
one thing in regards to that. If we go lower you will see a great deal of letter
advisors, market letter writers becoming very bearish. And right now, the latest
Investors  Intelligence  that I saw which was actually  last weeks was 41% bears
and 41% bulls.  If we could get those bears up to 45-48%  that,  I think,  would
really lock this in and we could then start  going back up again.  I am not that
pessimistic on the market.  I really believe this market has a long way to go on
the upside  and one thing  that could  really get a fire lit under it would be a
test  of  those  lows,  perhaps  a 1-2 day  break  of the  lows -- get  everyone
pessimistic and even Elaine  Garzarelli would start saying 'See. I told you so,'
and she would get a lot of headlines  and that's what we need to really get this
market really moving on the upside.

So, interest rates, I don't think,  are going to go up which is positive for the
market. If they do that would also create this selling climax. Another climax on
top of the one we just had and,  like I said,  I am very  bullish on the market.
Another  reason for my long term  optimism  on the market is that we did a study
going back to the mid 1920's and including  dividends,  seven of every 10 years,
in other  words 70% of the time,  the market was higher on a year to year basis.
If you look at a 5 year running balance there, for 5 years, the market is up 92%
of any 5 year  time  period.  That  is  including,  like I said,  including  the
dividends on the Dow Jones average. To try to bet on the downside,  I think it's
very,  very hard to catch these swings and I really  believe that the  long-term
trend of this market is up.

There's a couple  of  cliche's  that I think  some of you may be able to use and
give to your  clients and I would like to go over a couple of them.  One of them
is 'In bear markets,  great  stocks,  good stocks,  fair stocks,  poor stocks go
down. All stocks go down'.  Another cliche is 'Fortunes are made in bear markets
and realized in bull markets.' And when you think of that,  where do you get the
bargains?  You get a bargain in a bear  market.  You don't get  bargains in bull
markets.  Well,  we've had a good little  correction and there are some bargains
out there.  Another  saying is that 'The true genius to investing is recognizing
the  direction  of the  trend  and not  trying to pick  market  tops and  market
bottoms.'  And, like I said, I believe the true  direction of this market is up.
The  long-term  trend is up.  Another  good saying that you can use is, 'You can
make more money with  patience  than with  brilliance.'  When you buy  something
today you're not trying to buy it today to sell it tomorrow. The big dollars are
made long-term.  So don't try to look at a short-term  basis. You have to invest
for the long haul. So those are a couple of cliche's that we like to give to our
people  and tell them how we feel  about the market and they can relate to these
cliche's.

The main reason for our optimism on the market is the baby  boomer's.  And these
people are not going to go away.  The past couple of months they've been scared,
a little  bit.  They  haven't  been  putting  as much money in the market so the
market has sold off. You haven't seen the cash flow into mutual funds.  But they
may be scared,  but they're going to come back.  When you think about the market
and  investing  you have to  realize  where is money  place  when it goes into a
retirement plan. Most people are now funding  retirement plans. You have about 3
choices.  You have the stock market,  you have the bond market, and you have the
Real Estate market. And where do people really invest?  They basically invest in
the stock  market.  Real  Estate is  secondary.  So you're  looking at the stock
market with some in the bond  market.  Once the  boomers  start to feel a little
more comfortable, this correction is over, I think you're going to see a massive
inflow of money into the stock market again into mutual funds. And this is going
to start the ball rolling all over again.

I'm very,  very  pleased  that we had the sell-off in June and July. I feel very
comfortable  that we may have bottomed out. Like I said, a 50 or 60% chance that
we may have  bottomed and if this market would have kept running up, if it would
have gone higher, I think there may have been a chance that we would have had an
even more severe correction. But this sell-off, in my estimation, has helped set
up 1997 to be an excellent year. Most people are saying,  'Hey, the year after a
presidential election cycle is negative.' I think, because of the sell-off, it's
going to be a very good year.  The market  average is down to levels  which look
very attractive. There's more bargains out there. We have found quite a few more
bargains  and we  made  some  switches  in  our  portfolio  so we are  extremely
optimistic.  These  boomers are going to be coming back and when they do, you're
going to have to be fully invested. No one is, as they say, going to ring a bell
that  'Hey,  we're at the  bottom.'  We are going to be at the bottom and you'll
know that in hindsight.  Our hindsight is always 20/20 and mine is perfect. I've
got perfect  hindsight and I'll be able to say 'Yes.  That Tuesday,  a couple of
weeks ago was the  bottom or it wasn't the  bottom,'  but we will know it. But I
don't think we should time the market.

We are not  going  to, if any of you are  looking  to invest in a growth  mutual
fund,  we will be 100%  invested.  99 to 100%  invested.  In fact, I run my fund
approximately 99% invested and 99 1/2%. We have a good cash flow and I feel that
is the best way to take advantage of these bull and positive markets that we are
going to be having for the next 5 to 10 years.  My long-term  call on the Dow is
I'm looking for the Dow to hit 20,000 by the year 2007.  And I say 2007  because
if  you  take  a  compounded  rate  of  return  on  the  Dow  Jones  average  of
approximately  11-11 1/2% from the  beginning  of this year you're  going to get
real close to 20,000.  And people say,  'Wow, how can that happen?' But here's a
great way to use that.  If you lob off 3 zero's  where the Dow Jones  average is
right now,  we're at about 5. In other words,  $5 per share.  If the Dow goes to
20,000 and you lob off those  three,  you get 20. If you buy a stock  today,  if
someone buys it in their  portfolio today and in about 10-12 years from now it's
at 20, that's a great deal. Suppose,  though, you say well I think there's going
to be a 10 percent  correction in the Dow's  5400-5500,  okay so it goes down to
5000.  Does it matter in the year 2007 if you pay $5 for something or $5 1/2? At
any conversation around, you will probably say 'Hey, I paid $5 for this and it's
now $20.' You can take  advantage of that and get your clients to take advantage
of it. Everyone is going to be very satisfied with the long-term results.  So we
need to focus long-term. And that's what we're focusing on is the long-term. And
I do, I sincerely believe that we can get to 20,000 on the Dow. And all it is is
a  compounded  rate of return of around  11-11 1/2% on the Dow Jones  Industrial
Average. So we have to take advantage of this.

The baby boomers,  all 76 million of them,  are looking to retire.  I don't know
one person,  I'm sure none of you out there know of one  person,  who feels that
social  security is going to do the job for them.  Everyone I talk to is saying,
'Hey, how can I protect  myself,  my children and fix my retirement up?' They're
not  counting on social  security  and it's like  kicking a dead  horse,  but 76
million  people  focusing  on one thing is going to really have an impact on the
way we live and our  results  of what we do with the  money and how the fund and
market act. So they are focused on this and I think they're going to continue to
focus  on it and  it's  going  to be a  great  boom.  We are in a  super,  super
business.

A lot of you are  wondering  and I know a lot of you have called in with regards
to what the mutual fund does and how we go about  picking  some  stocks.  I have
four basic  criteria  that I look at when I buy a stock.  I want to see earnings
going up.  There will not be one  company,  and there is not one  company in the
fund, that has lower  earnings.  We only buy stocks where earnings are up. A lot
of people say 'Are your  earnings  momentum  driven?' It is, but we don't really
have a set number.  I want  earnings up and we've gone back and done research on
this and if you even look at companies  back in the 1920's the companies made it
through  the  recession  and the  depression  in the late 20's  early 30's where
companies have made money. Very simple.  You don't need to be a rocket scientist
to realize how important  earnings are.  Earnings  help pay  dividends,  pay the
salaries and keep the company going.  So we want to see companies where earnings
are going up and,  again,  we do not have a set number.  It doesn't have to be a
set  percentage  of 20, 30 or 40%. I want them up. We recently  picked up Circus
Circus and their earnings are up a penny from a year ago. But they were up, they
weren't  down.  They had been  running  negative  for a couple of quarters and I
said,  okay, it looks like they may be doing what they're  supposed to be doing.
We'll look at it and take a small position in the company.  In the next quarter,
earnings, if they continue to grow, we will add to that position. But that's the
reason we bought it. I would not have bought  Circus if their  earnings had been
down a penny.  No way. We don't touch it. If they're  flat we don't touch it. We
want  earnings to grow.  Another  thing that we look at is debt. I don't want to
see a company having a lot of debt. We don't like to see much more than 30% debt
to equity. We look at assets versus  liability.  The other thing that we look at
is current ratio. And that's current assets versus current  liabilities.  I like
to see them having  enough cash on hand.  I'm looking for them to have a current
ratio of  better  than 2 to 1 and that  way,  if they do have a light  bill or a
power bill or a salary they have to pay, I know  they're not going to have to be
worried  about where to get the money.  I want them to have enough money to make
all  current  payments  and make them on time.  Rowland  Company?  does have the
assets, current assets, to make any payment at any time. And they're not worried
about  that and they can  focus on  motivating  sales  people,  getting a better
product out, getting it out quicker and I consider that extremely important. The
fourth  item  that we look at and we focus on quite  heavily,  is the  amount of
equity ownership by management. Here we like to have about 5% or more where they
have their compensation tied into the fortunes of the company.

Now,  there  is a kicker  here  and  that  kicker  is,  sometimes  companies  or
management  own a great deal of the stock.  If we find a company that has equity
ownership by management or the original owners running 40-50% that tends to be a
real  warning  sign  because  then the company is only  focused on  providing an
income for the family members. If you look at a lot of companies that have a lot
of equity  ownership you find that they don't move much.  You're tied in to what
the family wants.  We don't like companies that have too much. I like it between
3 and maybe 15- 20%.  Anything  over the 20% mark,  it begins to become a family
owned company.  Family owned companies,  I would rather stay away from. Let them
play their own game. Let's go find a company that has some real growth potential
and that's what I want. I look for companies  that are making  money,  that have
low debt, a lot of cash on-hand and can take advantage of any situation and ones
where the  management is focused and they know that their  fortunes are going to
be tied into the profitability and the long run growth of that company.  So when
you put those four together you not only have a winner,  you can't have them all
the time as we all know,  but we are looking  for good,  solid  companies.  Good
solid balance sheets and when you get that and good  diversification  you have a
chance to make  some  real,  real  money.  I'll  tell you what,  that is a quick
synopsis.  I know  there's  a lot of you  out  there  that  probably  have  some
questions.

Why don't I turn this over to Jill and she can go ahead and let you know what to
do and how we can get a question and answer period going. Jill?

THANK YOU. THE FLOOR IS NOW OPEN FOR QUESTIONS. IF YOU DO HAVE A QUESTION PLEASE
PRESS 14 ON YOUR TOUCH TONE PHONE AT THIS TIME.

THERE APPEAR TO BE NO QUESTIONS.

Well, alright, I tell you what, if you want, I can go into a couple of companies
that we currently hold. What I saw in some of them, the  diversification  of the
portfolio. Why don't we look at that first and if you think about some questions
I presume they can just hit that. I'm willing to be interrupted.

Right now the fund has  approximately  75 million dollars in it and we have over
60 different industries. The main industry that we're in is technology. And that
would actually encompass close to half of the fund, but then where technology is
concerned we have computer makers, we have software makers, the semi-conductors,
so I'm balling  technology into one big group and saying it's  approximately 50%
of the fund. The other two main  industries are health care, and retailing.  And
the retailing is an interesting  item because if you look at Sears Roebuck,  the
detonation of Sears Roebuck is it is a department store. I own some Gap and they
consider that Women's  Apparel.  I consider the two of them  retailing.  Gap and
Sears I put them all in one basket. But I think that technology is here to stay.
I don't think any of us want to go back to typing on a  typewriter.  And I don't
think we will. I can see tremendous  advancements  in  technology.  We were just
reading in Business  Week,  a couple of weeks ago,  where there is going to be a
phone that you can wear on your wrist.  The Dick  Tracey  wrist  phone.  They're
coming up with that and they expect to have that on the market by 1998.  Where's
technology  leading  us?  It's just going to  continue  to lead us. I don't know
where,  but I do know  that over the next 5-10  years  there's  going to be some
tremendous  advancements  and  we are  extremely  optimistic  on the  technology
sector.  Retailing  I think,  is  another  good area.  What we're  looking at is
getting involved in some niche areas. We own one company,  Just For Feet, like I
said Sears Roebuck, we're in Neiman Marcus, and various sectors in the retailing
and very,  very pleased with what  retailing can do. But again,  you're going to
have to be a little careful on these.  This is one industry which, at times, has
a little more debt versus  equity and we do bend a little bit with the retailing
industry.  The other main sector that we're in is health care. One of our larger
positions is Merck & Co. The New York Stock Exchange  company,  Merck.  Here's a
company  which  recently  reported very good earnings and their drugs seem to be
doing  extremely well,  even overseas.  That gives us an overseas  exposure and,
again,  with the  demographics  I keep picking one horse and it's halfway  dead.
It's the  demographics.  The population of this country is getting  older.  It's
going to  continue to get older.  As you may have heard,  every seven and a half
seconds  someone is turning 50 this year.  The baby  boomers are now turning 50.
Well you've seen those ads on  television,  'Now you're 50 and it's a great time
to be silver,' blah, blah, blah, and they're selling vitamins,  and all of these
health care  products and as the country does get older there's going to be more
and greater needs for drugs and  medication.  So, I think the drug industry from
one end of the spectrum  from  nursing  care to HMO's to the drug  manufacturers
themselves,  it's going to be a great area to be invested in. All of these areas
you're  going to keep a very close eye on.  You're not going to let earnings get
away from you or be lulled to sleep where they say 'Well, this is a bad quarter.
The next  quarter will be better.' I say,  okay fine,  show me next  quarter.  I
would sell any issue which is not making more money  because this whole  economy
is growing.  The world is growing  and we will not put up with that.  We want to
see the results.  We do not want to wait for this next quarter to come up and be
profitable.  Again,  being  redundant,  every seven and a half  seconds,  a baby
boomer  out  there.  That  means  there's  more  people who just might be buying
Centrum  vitamins.  So if you're in a company that isn't  participating in that,
there is something wrong and we do want to participate in that.

I will  slow  down now and  check  with  Jill  again  and see if  there  are any
questions.

THE FLOOR IS OPEN FOR  QUESTIONS IF YOU DO HAVE A QUESTIONS,  PLEASE PRESS 14 ON
YOUR TOUCH TONE PHONE.
MR. MCCALLISTER, YOU HAVE A QUESTION?

YES, I WAS  INTERESTED IN HOW MUCH REDUCTION HE HAS HAD SINCE THE MARKETS TURNED
DOWN AND HAS HIS PRICE TO EARNINGS  RATIOS CHANGED IN THE FUND SINCE THE MARKETS
COME DOWN?

Well,  that is a real, real good question.  The  redemptions  have been, I would
say,  flat.  We had,  from my best  guesstimate  of this,  about maybe 3 million
dollars net redemptions.  Every day, of course, we have  redemptions,  but we've
had more money coming in. But luckily, we were written up by Louis Rukeyser.  He
highly  recommended  us so we got quite a few  dollars  from that and it's still
coming in there. So, we haven't had many redemptions.  Cash flow has offset most
of those.  This last month was earnings month, the month of July. Second quarter
earnings were  announced and due to that we were selling some stocks and picking
up different  positions  and as we sold them that kept our cash flow,  I'll say,
positive,  because  I had cash and I did not have to go in the  market  and sell
something because of the redemptions.  They were slow enough,  they were gradual
enough  where  there was not a  problem.  We had  absolutely  no  problems  with
redemptions  and I jokingly  say that I did build cash up a bit. My fund,  and I
know when investment  advisors/financial planners are looking at a fund you want
a fund invested in the market.  Well, my fund before this correction,  I one day
had .04% in cash. In other words,  I was 99.96%  invested in the market.  I have
built it up to where I am running at around 1%,  actually a little less than 1%.
So in a sense,  you could  jokingly say I built cash up 25 fold.  Well,  (laugh)
we're still basically fully invested. Like I said, a little over 99%, but we are
keeping a fully invested  position.  I'm looking to buy and commit that capital.
I'm keeping a little more cash because  there's been a slight  outflow of money,
but no real problem there.  I think this  redemption may slow down if the market
stabilizes.

The other part of your question was my p/e ratio. Needless to say, the p/e ratio
has dropped dramatically.  I haven't done a study on that for the past couple of
weeks,  but  looking at most of the  issues,  I would say our average p/e now is
probably somewhere in the low to mid 20's. In other words, maybe 22-25. Prior to
the sell-off I think my p/e ratio was running  around  maybe 27-28.  But I found
other  companies  now that are  selling at some low p/e's and we put them in the
fund and I would say we're running mid to low 20's in the p/e ratio.  I consider
that  realistic with the  earnings/growth  rate. We try to find  companies,  I'm
going to expound a little bit on that  question,  that when I buy a company if I
find a stock selling at a p/e of 20 I like to see earnings  growing at least 40%
on a quarter over quarter  basis.  In other words,  I'm looking at this quarters
earnings versus the  corresponding  quarter last year. And if I can find the p/e
ratio at 1/2 the earnings  growth rate during the  corresponding  quarter,  that
gets me very excited about the company. Then we really start doing more research
and digging a little  deeper  into that.  So, I would say that  earnings  growth
right now is probably  between 60 and 80% and our p/e is somewhere in the mid to
low 20's. So, does that answer your question?

YES IT DOES.

Good.  Thank you.

MR. YURSEE, YOU HAVE A QUESTION?

YES, I WAS JUST CURIOUS,  MR. BONNEL,  ABOUT THE STYLES OF FUND MANAGEMENT.  YOU
APPEAR TO BE VERY MUCH AN  EARNINGS/MOMENTUM  KIND OF MANAGER, AS OPPOSED TO THE
OTHER  SIDE OF THE  SPECTRUM,  WHICH  WOULD BE MORE VALUE  ORIENTED.  AND I JUST
WONDERED  WHAT YOU THOUGHT AS FAR AS THE  RELATIVE  SUCCESS OF YOUR STYLE VERSUS
THE  VALUE  STYLE  AND THE KIND OF  MARKET  THAT WE HAVE  RIGHT  NOW.  IF WE ARE
SOMEWHERE NEAR THE TOP, OR AS SOME THINK,  THAT YOU KNOW, THAT WOULD SEEM TO SAY
THAT THE VALUE STYLE MIGHT BE MORE  SUCCESSFUL.  BUT IF WE STILL HAVE A LONG WAY
TO GO, MAYBE YOURS WOULD BE RIGHT. I WONDER IF YOU WOULD JUST COMMENT ABOUT YOUR
STYLE.

Well, yes. My style is earnings driven.  It is not value driven.  We are looking
for  companies  that are showing good  earnings  increases.  Will value start to
overtake the earnings style?  Let me take the devil's  advocate side of that and
say 'yes,  it will,'  which of course  then puts me in a box.  However,  I don't
think it will put me in a box  because we are still  going to search out some of
these  small,   mid-cap  type  companies   which  can  benefit  from  technology
innovations,  building  up market  share,  and so forth.  Value  style,  you are
looking more at the blue chip  companies,  the solid  dividends and that,  and I
don't know,  I've always  believed in  earnings.  If you buy value and you don't
have earnings the company isn't going to go anywhere.  A perfect example of that
is if you take a look at a long term  chart of General  Motors.  In the mid 80's
and early 90's that stock was absolutely  nothing.  That was a great value stock
counting  dividends,  but it didn't do anything  because earnings peaked in like
82-83,  something  like that.  And they didn't go  anywhere  and that stock just
languished.  So, I sincerely do believe that earnings are always going to be one
of the driving factors behind the market and individual  stock prices.  And I am
not going to change my style.  We built up a good track  record by  looking  and
focusing on earnings that are at least growing. And, you know, to change -- I've
been in the  market  now for  about  25  years.  Actually  in  1973 I  became  a
registered investment advisor and I've been following the market even when I was
in high  school and  college  and it would  seem like they are always  changing.
Well,  what  should  you be in now.  Should  you be in value,  should  you be in
earnings.  Should you be in the cyclicals. And if you keep trying to find those,
once in a while you may catch it before  the curve  starts  up,  but I think the
most important thing is to stick with a philosophy. Stick with it. Don't change.
And you will be rewarded in the long run. I don't know.  I guess I can say this,
but if you look at my long-term track record, I was 5 star by Morningstar when I
managed a prior fund.  I had one of the top rates of return of any fund  manager
in the country and that's  because I stuck with one style. I didn't try to catch
this trend,  the value trend,  or the cyclicals,  or something like that. I said
'Hey,  I'm going to focus on one.' And I think  we've been  averaging  something
like 22% compounded  rate of return over the last 7 or 8 years. I can't give you
the exact figure on that.  That is not an audited  figure,  but I know it's real
close to that range. And, you know, some say, 'What do you do? Is value going to
come back?' If it does come back I'm going to stick with the model that  brought
me to where I am today and I think that's  important.  I just don't think anyone
can catch earnings versus value or cyclicals.

WELL,  FOLLOWING  UP ON THAT COMMENT  THEN,  WHAT IS YOUR SELL  DISCIPLINE.  HOW
PRICEY  WOULD A STOCK  HAVE TO BE FOR YOU TO WANT TO SELL OUT OF IT?  OR IS THAT
NOT A COMPONENT?

The sell  discipline  is very easy.  And in fact,  I find  selling  easier  than
buying,  to be perfectly  honest with you. Now most people don't look at it that
way, but if anything which gets us in the stock suddenly breaks down, if we look
at equity ownership by management,  you know, they've been buying and all of the
sudden they start selling, hey, something's  happening.  Goodbye. I really don't
care.  And I'll sell the stock.  If earnings are going up, like Circus Circus --
this last quarter their  earnings were up -- when they report their next quarter
earnings,  if they're down, like I said, even a penny, I'm out of it. So my sell
discipline,  if  anything  happens  that got me into the stock  that's no longer
valid, I sell it. It's gone and I think that's most important.  I literally find
it easier to make a sell  decision  than I do a buy decision  because of all the
things we go across. When we have them there, I have them lined out, I know what
the numbers are. When they  announce  their  quarterly  earnings and they're not
there,  I'm out of it.  Selling is much  easier.  At least it is for me. I think
that's one thing that has  helped  give me a good track  record and I don't wait
around. It's gone.

WHAT KIND OF TURNOVER DO YOU HAVE?

Our turnover is approximately 150%, I think. I think it's running around 150.

OKAY, WELL THANK YOU VERY MUCH.

Thank you for listening today.

WELL I ENJOYED IT.  THANK YOU.

MR. KOMAI, YOU HAVE A QUESTION?

YES,  ART, HI, I HAVE TWO  QUESTIONS.  ONE IS, YOU WERE  TALKING  ABOUT THE BABY
BOOMERS  AND MONEY  COMING IN.  WHERE IS THE MONEY  COMING IN BECAUSE THE UNITED
STATES IS CONSIDERED HAVING A VERY LOW SAVINGS RATE, SO THE LAST FEW YEARS WE'VE
BEEN  PUTTING  QUITE A BIT OF MONEY  INTO THE MUTUAL  FUNDS AND I WAS  WONDERING
WHERE YOU THOUGHT THE MONEY WAS COMING FROM.

Well, one, it's coming from me. Every month I have a monthly investment plan and
every month I put in some dollars. I happen to put it in my own fund. The people
I talk to, we're  working very hard to get 401K money,  IRA money coming in and,
gosh,  I can't  tell you how  many  people  I know  who  just  recently  started
retirement  plans.  One of the  brokers  who is a  friend  of mine  here in Reno
(you're talking to me, I'm in Reno, NV, right now) said that in the last year he
knows maybe 5 or 6 of his friends  that just  started  saying,  'hey,  I want to
start saving.' This gentleman is in his early 30's. So where's this money coming
from? A lot of people are getting really  involved with it. Last year, USA Today
ran an article on the boomers and their retirement.  I'm not sure where they got
the  figure,  but they said the  average  baby  boomer was  saving  $1000 a year
towards retirement.  Now that was average. If you look at what has come out this
year,  practically  every magazine,  including USA News & World Report,  has had
major articles on how to plan your  retirement.  So, I really think that average
has gone  from  $1000,  and maybe up to $1500,  close to  $2000,  but  there's a
tremendous  awareness  that there  wasn't 5 years ago in regards to  retirement.
People  are  starting  to look at it,  you know it's a wake up call when you hit
40-45 and 50, that,  hey, maybe you're not going to live forever.  Now a 20 year
old is going to live forever. We all know that. And when you maybe first hit 30,
you still think you're going to live  forever,  but when you hit 40 you begin to
say,  'Hmm,  maybe I'm not going to do it,' because a lot of them then have kids
who are about ready to go to college and say 'I remember  when I was there.' So,
this wake up call comes on, and people  say,  'We've got to do  something  about
it.' With USA Today saying $1000 per boomer per year, I think that  quickly,  if
not real close to $2000 now. People are just starting to focus on it. Also, when
you reach a certain age level, like the 50 age level.  Generally speaking,  your
children are probably out of school.  They're no longer in the next so you don't
have to support  them.  Your home is  probably  just about paid for, if not paid
for. You already have the dining room set, you have the Landrover,  the BMW. You
don't need these,  so there's not the demand for those  goods.  So you  suddenly
say,  'Hey,  I've got some extra money.  What am I going to do with it?' So then
you start to look around and say,  well I think I should  start  planning for my
retirement. And that's where I think it's coming from. The aging of the boomers,
they now have more spendable money because they don't have the  obligations.  Or
they're  getting  close to getting out of them.  And this is going to  continue.
This is a wave  that's  just  starting  and over the next 5 to 10 years  there's
going to be tremendous savings. Now everyone says, 'Well, what about in 10 years
from now?  10-12 years from now when the boomers start to retire and get to that
age?' Well,  my response to that is, I'll worry about that in about 7 years when
I see something  happening,  but over the next 5-7,  maybe 10 years, I think you
have to put the pedal to the medal and say 'Hey,  let's go for this and let's be
invested.  Let's look for good quality  companies  and,  you know,  there's some
money  to be  made.  So, I think  we're  in a super  business.  You had a second
question.

YES I DID, ART. THE SECOND  QUESTION  WAS, WHAT ARE YOUR TOP THREE  HOLDINGS AND
WHY DO YOU HOLD THEM?

Top three holdings? Oh, let's see. That's a good question. It's interesting what
they are. The first one is Jones Medical.  Medical  supplies,  drugs,  and that,
it's about 2 1/2% of the fund.  Maybe  slightly  more, but it's under 3% and I'm
glad you  asked  that  question.  The  reason I say I'm glad you  asked  that is
because this stock I've held, it's approximately,  I don't have close today, but
it's  about 32 bucks a share,  something  like that in the 30 range.  My average
cost is something like $15. When I buy a stock I just buy it and I let it go and
I let it do its thing.  I've held this stock for about a year now. Earnings have
been good and like I say,  thank you very much.  So, this has become the largest
holding in the fund. If I see it getting, I'll say, totally out of line, I might
start to liquidate part of it,  because I don't like to get any large  position.
Since I've been  running  the Bonnel  Growth  Fund,  I don't  think I've had one
position that is 3% of the Fund. I think it's very important to be  diversified.
I have 120 plus  companies  in the Fund.  And,  like I said,  the largest one is
around 2 1/2%.

The next two happen to be software companies.  One is BMC Software and the other
is Peoplesoft.  Again,  here is a couple of companies which have appreciated for
me and, you know, I like them because they're going up, but no specific  comment
on them  because,  you know,  these are  slightly  under 2 to, say 2 1/2% of the
Fund,  and I look at them, I say 'They're  doing their job.' I think software is
going to become, is and is going to continue to become very important in today's
environment. People want user-friendly software and these companies seem to have
that. So those are the top three.  Jones Medical,  BMC Software,  Peoplesoft.  A
couple of others in the top 10, I have Nautica Enterprises,  which of course, is
clothing.  We have Chesapeake  Energy which has been a real hot stock this year.
Merck  happens  to be one of my top  holdings  also.  So that gives you a little
flavor, some of the different  industries in the top 10. You know, the number 10
issue  is 1.9%.  You can tell I don't  take a big  position.  I've  been in this
business  for many,  many  years.  I'm going to go into a little  more detail on
this,  but I, when I was running  another fund, I had one position that was like
6% of the fund and one day they came out with  some bad news and the thing  went
to like 4 1/2%.  The stock got hit  fairly  hard and that did a number to my NAV
and I saw that on a couple of issues where I had larger holdings.  I said, well,
do I really need this?  I don't need that pain and  suffering.  And I have found
that by  diversifying,  I've got a basked with a lot of small eggs and if one of
them  drops  and  breaks,  it's  not  going  to  hurt  and I like  being  widely
diversified and not taking a large position. That can come back to haunt you, so
if it gets too large I will  liquidate it. Going on to another  little story,  I
was in I Omega this year and I bought that in January at the equivalent of 7 1/2
- -$8 a  share.  The  thing  got up to 50,  it may even  have  hit 60.  I  started
liquidating  at the 50 range and it backed  off at 40 and 30 and I got out of it
totally in the 20's,  but that got to the point where it was kind of  ludicrous,
but I will,  if these stocks start to take off,  I'll hang off. I think that's a
secret  too.  You just grab on to the  thing and you hold on and say 'Go,  baby,
go,' and you see what happens.  So, I don't have a set parameter  where,  if the
stock doubles I sell it. I let them run.

OKAY.  THANK YOU!

Thank you.

MR. JONES, SIR, YOU HAVE A QUESTION?

YES,  ACTUALLY ART ANSWERED THE FIRST  QUESTION,  BUT I WAS JUST  CURIOUS,  WHAT
PERCENTAGE OF HOLDINGS HAD DISAPPOINTING  EARNINGS IN THE SECOND QUARTER AND HAS
THAT BEEN MOVED OUT OF THE PORTFOLIO?

That's a good  question.  A very  good  question,  because  the  second  quarter
earnings,  I'll say, weren't as good as we had seen in the first quarter,  yet I
found some good companies,  but the earnings increases were lower than they were
in the first  quarter.  I would say we probably moved [about 30% of the issues].
The dollar  has gotten  stronger,  as an  example.  You know value of the dollar
versus the Yen, the dollar  gained over 20% in value over the last year and that
is starting to have an impact on  earnings.  And I think that's what part of the
problem was this quarter and I don't know how long that will continue but you've
got to be, we're being very selective. We're not finding the prodigious earnings
increases  that we saw December,  the first quarter of this year,  and the third
quarter of last year. So it's kind of interesting how there's been a slight slow
down in earnings and I, I relate that to strength in the dollar.  Companies  are
not  selling as much  overseas  as they used to.  They're  not having the profit
margins  there  and it's  having an  impact.  So we have to pick out some of the
companies and I hate to sell them, I like to buy them and hold them, but if they
don't meet our criteria,  good-bye.  And like I said, 25 maybe 30%. I can't tell
you exactly  because I don't keep track of that, but I think it's a pretty close
number.

SO YOU SEE THE RECENT WEAKNESS IN THE DOLLAR AS A POSITIVE.

Absolutely.  Absolutely.  Well, you know the Japanese Yen, the dollar was buying
85 Yen a year ago and it went up to 110.  And it's  pretty  easy to relate to it
this way.  Supposing  you're in Japan and you can buy,  well  let's say, a small
portable  televisions (they run in the $100 range). And you could buy it for $85
and there's one made in Japan  selling for the  equivalent of $85. Then suddenly
the American  one goes up to $90 and you're  looking at it and saying  'Well,  I
like the features of the American  television  versus the Japanese,' but then it
goes up to $95 then $100 then it goes up to $110.  Well  right  now,  the dollar
buys 107 Yen,  something  like that.  But, the basic point is if you can buy two
products,  one at $85 or one at $110, and it's the same basic product,  what one
are you going to buy? You've got to buy the $85 product.  And American products,
what I've  actually,  I think a 27%  increase in the value of the dollar.  Well,
what's going to happen? You're not going to sell, the American companies are not
going to be able to sell as many. They might be able to ship it over there, they
may be able to open up some of the trade barriers,  but hey, if your product now
is 25% more expensive,  you're not going to sell it. Not for the same comparable
product.  There are some companies  that sell products which aren't,  don't have
the  competition  and they seem to be doing okay, but basically,  hey,  that's a
tough one. A tough one for the Pepsi's,  the Coke's,  the IBM's in that business
to compete against. They're competing against themselves. So...

WELL, I THINK THAT ANSWERS THE QUESTION.

Alright, thank you!

I APPRECIATE IT.

MR. CALICHECK, YOU HAVE A QUESTION?

OH YES, ART, I VERY MUCH RESONATE WITH YOUR EARNINGS MODEL.  THE QUESTION I HAVE
IS HOW DO YOU MODEL THOSE EARNINGS AND HOW DO YOU KEEP IN TOUCH WITH  MANAGEMENT
TO RECOGNIZE THAT THAT MODEL WILL BE FORTHCOMING WITH YOUR ESTIMATES?

[cough]  Excuse  me.  The,  we do all our  research  in-house.  I don't  talk to
management.  We use rear-view  mirror approach to investing.  And I'm not trying
to, I don't forecast earnings. I look at what the company did and I hope that it
can  continue  to do  well.  And,  what we do is if we like the  numbers  of the
company we get more data from the  company,  contact  them,  they'll  fax us the
information,  their  quarterly  report and then we'll look at it and say,  'yea,
these are good  numbers.  We'll take a position.' So we're able to get that data
quickly, but we do not, like I said, talk to management. And you look at it this
way. If you talk to any company,  I would expect I would almost  demand that the
company be very  optimistic.  Even if they're  making buggy whips they should be
optimistic about their buggy whips. If they're not then something's  wrong. Then
you really have a bad  company.  But, we have  talked to a lot of  companies.  I
don't have that clout,  the Fidelity clout to say, 'Hey, I'm going to pound your
stock  with 20  million  shares or drive it down if you  don't  tell me what you
think is really going to happen this  quarter.' So I can't do that.  Some of the
big funds have more clout than me. That's fine, but I'm willing to look,  like I
said, rear-view mirror, what happened this quarter, what's been going on for the
past few years. I've got data going back 10-15-20 years on companies. And that's
how we work this.  We're not really looking to talk to management.  The model is
just a basic model. We're looking at the numbers and it's no big secret.  Like I
said,  Circus  Circus,  I saw them earning a penny more than they did last year,
and I said 'Hey,  earnings were up and everyone knows that.' Why did I pick that
stock? I think gaming may come back. It has been in a down trend for a couple of
years.  It looks  like it's  turning  and  that's why you go after some of these
things. But I would not have bought Circus if the earnings had not been up. Does
that basically answer your question?

YEA.  ON THE  FLIP-SIDE  OF THAT,  LET ME JUST  FOLLOW  UP AND SAY,  IF YOU TAKE
COMPANIES LIKE A U.S.  ROBOTICS IN THE FOUR? WHERE THE EARNINGS HAVE DOUBLED AND
THE SALES HAVE DOUBLED AND THE STOCKS GOT TRASHED BY THE STREET,  WHAT WOULD YOU
HAVE  DONE IN THAT CASE WHEN YOU HAD  THEM,  IF YOU HAD THEM?  I MEAN  THERE THE
RESULTS BEING GOOD AND NOT BEING COUPLED TO MANAGEMENT.

Yea, right. What would I do with earnings still being good and the company being
trashed?  I'll tell you what I do. I hang on to them. I don't have stock losses.
I look at the industry as a whole and if I find the industry is breaking  down I
say,  well maybe,  someone knows more than me and I might lighten up, but I have
tried to time the market on a technical  basis and do  technical  analysis of my
companies  and I find that it doesn't work so I will ride a stock down. I seldom
take more than a 20% loss in a company.  But it does  happen.  And  periodically
that happens to most  companies,  but being as we reassessed the situation every
quarter,  if I see margins being  impressed,  they're not expanding them, we get
out of them. So we're able to get out of them pretty quickly  because we're on a
quarter to  quarter  basis.  So I don't  have to ride a stock down too far.  But
every once in a while that happens.  It's  impossible to avoid a situation  like
that. We're in the business and I've got a lot of companies. It does happen. But
I normally don't get too involved in one that gets really clobbered. Like Lykron
Technology.  I was  looking at that at $70 per share and said I don't like this.
It looked like the margins were under  pressure.  And dang, the stock is down in
the teens.  But we're looking for those things.  So...that's how we have avoided
that, but I can't avoid them all.

THAT'S FOR SURE.  THANK YOU.

Alright.  Thank you.

AGAIN, THE FLOOR IS OPEN FOR QUESTIONS IF YOU DO HAVE A QUESTION PLEASE PRESS 14
ON YOUR TOUCH TONE PHONE AT THIS TIME.

Jill, can I make a statement?

OF COURSE.

For the  people  out there  who are  interested,  we have,  shall we call it, an
advisor  package,  a monthly  update,  a fax update,  and these  people can call
800/873-3639  and we can get  them on our  monthly  fax  update.  We will go and
review  our top  holdings,  amount of cash in the Fund,  what we're  doing,  the
general  positions.  I think it's,  would be very  interesting and if anyone out
there is interested they can call that number,  again the number is 800/873-3639
and you get in touch with our financial  advisors  service team  representatives
and we will get them a monthly  update,  a fax update on our Fund.  So, we would
like to let people  know what we're  doing and also if they will call us we will
let them know when we have other  teleconference calls and then they can keep up
on my Fund and some of the other  funds  that are in the U.S.  Global  Investors
fund family.

I'll open it up again to any questions.

IF THERE ARE ANY FURTHER QUESTIONS,  PLEASE PRESS 14 ON YOUR TOUCH TONE PHONE AT
THIS TIME. THERE APPEAR TO BE NO FURTHER QUESTIONS.

Okay. Well, again, I would like to reiterate one of the cliche's that I came out
with at the beginning of this conference, 'Fortunes are made in bear markets and
they're  realized  in  Bull  markets.'  This  market,  hopefully  is  over.  The
correction  is over,  but we'll be able to tell later.  We don't know right now,
but I'm not  certain it is or certain it isn't.  But I know we're  going to keep
invested  and if the market  goes down a little  further  the only way to really
make money is to get  bargains.  And the market has sold off and I think this is
an  opportunity  to pick up some bargains and during the next Bull market that's
when you're going to make a fortune.  You'll be able to actually realize that by
buying,  taking  quality  issues now, and buying them and making some money when
the market  goes up. But you have to be  patient.  Patience  is a virtue in this
business and we have to, again,  focus on the long trend, the continuing funding
of the baby boomers.  It is going to be the driving force behind this market and
it's  going to be more of a force  than it has been over the past 50 or 60 years
because the boomers haven't been around for 50 or 60 years. So if you'll look at
the  long-term  trend of the Dow,  87 was a blip.  If you get a real  long  term
chart, you know, and the 73-74 bear market was a blip.  Long-term this market is
going up and I can't emphasize  enough that you have to focus on the long trend.
You might be able to sell out at the top,  but then  getting in at the bottom is
very difficult. That's why we are going to stay fully invested and if you invest
with us you will know that you will be in a fund that is  invested  in the stock
market. I don't have 30% in government bonds. We're not going to do that to you.
We will be invested in the market. And like I said, if you want to know what our
top ten holdings are, again I want to repeat that number, that's 800/873-3639.

So, Jill is there  anything  else?  If there is anything  I'd like to answer the
question.

WE DO HAVE AN ADDITIONAL QUESTION FROM MR. CALICHECK.

I HAD MY FINAL QUESTION THAT, WHEN YOU GOT TO THE CLICHE I HAD TO ASK, IF YOU'RE
GOING TO MAKE A FORTUNE  IN THE BEAR  MARKET  AND  YOU'RE  100%  INVESTED,  WHAT
CRITERIA ARE YOU GOING TO USE TO RAISE CASH TO  CAPITALIZE ON THE BEAR MARKET TO
MAKE GREAT MONEY WITH?

That's a good question.  And in, I was running another fund in 1990 and we had a
bear market in 1990 and I think the Dow was down slightly over 20% that year. In
91 my fund was up 77%.  Last year,  actually 2 years  ago,  1994,  we had a bear
market last year my fund was up 45%.  So, you know,  people who were  willing to
take advantage of the bear market,  we will reposition the Fund, buy stocks that
are selling at low p/e's,  high  earnings  growth rates,  and  reposition it and
hopefully take  advantage of it again.  Like I said, I'm real excited about this
correction and we've done summary positioning.  The ones that we like we held on
to. I'm not going to sell them. And when this market does turn,  these should do
well.  Again,  no guarantees.  I think the SEC wants us to say "Past results are
not indicative of future returns" or something like that...

THAT'S FOR SURE.

but I really  believe  that this is where you pick up the  bargains  and we will
reposition  the Fund,  get out of the weak  holdings,  weak  sisters and buy the
strong ones. And then when the bull market starts roaring again,  we'll be doing
fine.  Also,  another thing, I want to call this a bear market.  The NASDAQ fell
19.7% or something.  Bear markets don't last as long as they used to and I think
that if this was a bear market,  we're probably now set for a 2 year, at least a
2 year bull market and people are going to be scratching  their head and there's
still going to be the doubters out there,  but if this was a bear market,  we're
looking at at least 2 years.  That's why I'm even more  optimistic  today than I
was 2 months  ago. I did think the market  was a little  overvalued  a couple of
months  ago and now I'm real  excited  about  the  market  and some of the price
levels.  So, like I said, I  repositioned  the Fund a little bit, and  hopefully
we'll be able to participate in it.

THANK YOU.

Thank you.

IF THERE ARE ANY FURTHER  QUESTIONS  PLEASE PRESS 14 ON YOUR TOUCH TONE PHONE AT
THIS TIME. THERE ARE NO OTHER QUESTIONS.

Okay.  Well, it's been about an hour I do believe.  I'm willing to say thank you
to  everyone  and  it's  been a real  pleasure.  And I hope  that  you  found it
interesting and give our  institutional 800 number a call and get on our mailing
list.

Again,  thank  you  very  much  for your  interest  in my Fund  and U.S.  Global
Investors  and the  United  Services  Family of  Funds.  We do  appreciate  your
continued interest and looking forward to hearing from you in the future.  Thank
you and have a good day.

Good-bye.

- ----------
For a free prospectus  containing more complete  information,  including charges
and expenses,  call 1-800-873-3639.  Please read the prospectus carefully before
investing.  Investment return and principal value will fluctuate. You may have a
gain or a loss when you sell shares.  U.S.  stands for United  Services.  United
Services' and Art Bonnel's  opinions  mentioned in these messages are subject to
change  and there is no  guarantee  that the  funds  will  continue  to hold any
securities  discussed.  Average  annual  total rate of return for 1 year  period
ended 7/31/96,  11.42%. Average annual total rate of return for life of the Fund
(10/17/94 through 7/31/96), 28.95%.


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