Subject: File No. S7-06-04
From: Scott E. Holstein, CPA, PFS

March 16, 2004

I have been providing financial assistance and advise to clients for over 17 years. I believe in full disclosure and back any movement in that direction. I have always discussed with clients share classes and the difference in compensation and expenses in each one.

I use C shares in place of managed accounts for some of may clients. I do not charge a separate fee for producing a written plan, research on investments from other broker dealers, assisting with registration changes of securities and replacing lost securities from other firms, calculating EE bond values and interest vs. non taxable amounts, assisting with estate administration by providing date of death values and a host of other services.

I contact my clients at least quarterly and meet with them at least annually if not more frequently to review their accounts, allocation, and any changes in their situations, which may require us to adjust our planning and investments. I do not charge for my time for these meetings. I mail monthly letter s and newsletters to keep my clients up to date in changes in the tax and investment environment. I do not charge for any of these services, as my compensation is the 12-b1 or trail payments on their investments.

In addition those payments pay my staff to service them, for technology, their website access, their free checks and checking, my conversations with their Attorney and CPA to explain their investments, provide cost data for their 1099 proceeds at tax time and coordinate the accounts for estate planning purposes.

How are 12 B1s bad for a client if you are providing all of the services I describe, if trail payments are eliminated how much will the client pay for these services? How many investors will not longer be able to get professional advice on their accounts if there is no compensation to the investment professional? Investment professionals are now holding investments their clients bought from other firms and servicing those assets when they are transferred in, without a trail how do you justify servicing those assets.

Investment professionals who have used A or B shares over the years have been paid larger up front payment and smaller trail payments of .25 to service their accounts. Investment professional who have used C shares have waived the larger upfront payment to receive a level payment for as long as the account is serviced. If you dont service the account they leave and you do not make your servicing fee. I have to keep an account for at least 5 and usually 7-10 years to break even vs. just selling them an A or B share including the time value of money depending or performance and market conditions. If the client need to re balance across fund families, wants to follow a manager who leave a family we are in, or has an emergency and needs to liquidate they will pay far more if we used A shares or B shares. We are paying a little more over longer periods of time, if we stay in the fund, but how do you know up front id you are going to make a change for performance, manager changes, or problems in a particular company? We are paying for the flexibility and ability to own any family at a lower cost than using a wrap account.