Subject: File No. S7-04-11
From: Jerry E Dempsey, Jr
Affiliation: Dempsey Lord Smith, LLC CEO, FINRA Member

January 27, 2011

As a CEO of a brokerage firm dealing with retail clients I would like to recommend keeping the current defintion of "accredited investor" by including all assets of the individual or couple. I perfectly understand the need to protect the investing public, but I would also suggest that this is America, and the free flow of capital is what makes this country work. I would also like to remind you that most small businesses are started with much smaller sums of money than $1 million, and usually ALL of these funds are at risk. A client with $800k of investable assets living in a 300k fully paid for home should not be precluded from investing in private placements soley because they do not meet the "newly updated accredited investor" status. Investing that same 800k in mutual funds, stocks, or ETFs, etc. exposes the client to the same risk of loss of principal as we learned a couple of years ago.