Inverworld, Inc., et al. - Page 212

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            the direction of which the transactions in stocks or securities                               
            * * * are effected."  Sec. 864(b)(2)(C).                                                      
                  Petitioners argue that all of their activities are eligible                             
            to be excluded because the exclusion extends broadly to persons                               
            trading for their own account or for the account of others and                                
            because the agents through which trading is effected need not be                              
            independent in order to qualify under section 864(b)(2)(A)(i).                                
            We disagree.  The exclusion requires that the trading in stocks                               
            or securities be effected "through a resident broker, commission                              
            agent, custodian, or other independent agent."  Sec.                                          
            864(b)(2)(A)(i).  We conclude that the phrase means that                                      
            excludable trading in stocks or securities must be effected                                   
            through independent agents and that LTD's trading through INC was                             
            not so effected.                                                                              
                  To qualify for the exclusion, trading in stocks or                                      
            securities must be effected by the agents referred to in section                              
            864(b)(2)(A)(i).  The fourth relationship to which that section                               
            refers is an "other independent agent."  We believe that the                                  
            phrase "other independent agent" serves to modify the language                                
            preceding it.  In other words, the resident broker, commission                                
            agent, or custodian must each be an "independent agent."                                      
            Consequently, we conclude that section 864(b)(2)(A)(i) requires                               
            that the trading in stocks or securities be effected through an                               
            independent resident broker, an independent commission agent, an                              






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