As per Microsoft:
This is expected behavior on computers that are running Windows 7. The reduction in available system memory depends on the configuration of the following:
The devices that are installed in the computer and the memory that is reserved by those devices
The ability of the motherboard to handle memory
The System BIOS version and settings
The version of Windows 7 that is installed (For example, Windows 7 Starter Edition only supports 2 GB of installed memory.)
Other system settings
EDIT:
For example, if you have a video card that has 256 MB of on-board memory, that memory must be mapped within the first 4 GB of address space. If 4 GB of system memory is already installed, part of that address space must be reserved by the graphics memory mapping. Graphics memory mapping overwrites a part of the system memory. These conditions reduce the total amount of system memory that is available to the operating system.
For more info:
http://support.microsoft.com/kb/978610