Subject: File No. S7-37-10
From: Richard Dougherty

December 14, 2010

In defining assets under management in the United States, Congress should have in mind how these assets affect the general United States market, since this should be their primary concern. Although the $150MM is entirely arbitrary with little backing, it is suitable for an exemption because this amount has a small amount of impact on markets. I believe, as the proposal asks, that this definition should comprise of the assets that are in play in the United States. This does not have to include the entire source of assets meaning private U.S. investors. If a U.S. adviser is routing U.S. investor money to London, this should not be included in his total for U.S. AUM. However, if this same adviser is receiving money from London for investing in the U.S., this should be included in AUM. This will allow the SEC to have a better grasp on the funds being invested just in the United States, and not having superfluous vigilance on money abroad. This is jus the case for U.S. advisers. In response to the question of non-U.S. advisers controlling U.S. money, if the SECs goal is to increase the amount of non-U.S. advisers participating in investor diversification, the AUM standard should be higher than the arbitrary $25MM.