Comment on FR Doc # 2010-22793

December 13, 2010 VIA ELECTRONIC MAIL at www.regulations.gov CC:PA:LPD:PR (REG-119921-09) Room 5205 Internal Revenue Service P. O. Box 7604 Ben Franklin Station Washington, DC 20044 Re: Proposed Treasury Regulation Sections 301.6011-6, 301.6071-2, & 301.7701-1(a)(5). Dear Sirs: These comments are submitted in response to proposed regulations published in the Federal Register on September 14, 2010, ("Proposed Regulations"). The Proposed Regulations would provide guidance regarding the Federal tax classification of a series of a domestic series limited liability company, a cell of a domestic cell company, or a foreign series or cell that conducts an insurance business. We respectfully submit the enclosed comments and recommendations for your consideration. These following summarized our comments: 1. We request clarification of the “rights, powers, or duties with respect to the series” or “specific property” as the Supplementary Information provides limited examples. Without such examples, the Proposed Regulations provide only the illusion of clarity. 2. We request clarification concerning the extent of segregation necessary so that none of the debts of one series can be enforced against another series. This need for clarification is due the Proposed Regulation’s statement that “none of the debts and liabilities” is enforceable against another series, but Supplementary Information clearly indicates that less than complete segregation is needed. Please do not hesitate to contact me if you need further clarification or explanation. Sincerely, s// TERRI A. MERRIAM Terri A. Merriam Merriam & Associates Encl: As Stated