KENCO Restaurants, Inc. et al. - Page 10

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          all of its costs were charged to the purchasing members as fees             
          for those services.  Thus, we find that BKK rendered services to            
          related parties as one of its principal activities.  As a                   
          consequence, rendering services was an integral part of BKK’s               
          business activity within the meaning of section 1.482-                      
          2(b)(7)(ii), Income Tax Regs.  Because of that, the cost or                 
          deductions incurred by BKK with respect to the services rendered            
          by BKK to the purchasing members (and passed through to the                 
          purchasing members) is not deemed equal to an arm's-length charge           
          for those services.  See sec. 1.482-2(b)(3), Income Tax Regs.               
          Instead, an arm's-length charge is the amount that would have               
          been charged for the same or similar services in independent                
          transactions with or between unrelated parties under similar                
          circumstances considering all the relevant facts (the independent           
          transactions standard).  Id.                                                
               Before concluding this discussion of arm's-length charges,             
          it is important to note that we are not here concerned with the             
          arm's-length charge for the totality of services provided by BKK            
          to the purchasing members for each year (BKK's total yearly                 
          fees), which respondent does not challenge, but rather with the             
          allocation of BKK's total yearly fees among the purchasing                  
          members.                                                                    
               E.  Reasonableness of Allocation                                       
                    1.  Respondent’s Reallocation                                     
               Respondent’s reallocation is reflected in the statutory                
          notice of deficiency received by each petitioner.  Each such                



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