SEC Division of Investment Management staff letter: Shoreline Fund, L.P.

WASHINGTON. D.C. 20549
DIVISION OF

IflVESTMENT MANAGEMEflT
November 14 1994
, .. ....",~~.c~';,.."":o~'---~~~'".:'r.~",i-."~',,,, .',.;;t q L( () Gilbert H. Davis, Esq. --------.. Branch, Pike & Ganz 1360 Peachtree street, N.E. )?~ction -~"...-. Atlanta, GA 30309-3209 ~:r_~;~). 0 Re: Shoreline Fund. L. P. (Dtî.:üiavaii. ADr. 11. i~~4J ¡il;;~UZlbiUty ...'...i' . U ~I:L-,- 9~1 ;tt Dear Mr. Davis: ~ I ..~~1iJ...~.

By letter dated April 11, 1994, the staff stated that it would not recommend enforcement action to the Commission if Shoreline Fund, L.P. ("Shoreline") and Condor Corp. ("Condor") declined to integrate their offerings for purposes of determining whether each could rely on section 3 (c) (1) of the Investment Company Act of 1940 ("1940 Act"). The purpose of this letter is to confirm that applying the attribution provisions contained in Section 3 (c) (1) (A) to the facts in your letter would not change our response. Proceeds from sales of Condor's common stock are invested in

Condor International Limited Partnership ("Condor L.P."). In

that regard, you represented that no more than 100 U. S. residents

will invest in Condor and Condor, L. P. , collectively. You also

represented that no more than 100 U.S. residents will invest in

Shoreline and Condor, L.P., collectively. A number of people

have subsequently inquired of this Office whether applying

section 3 (c) (1) (A) to these facts would require that all
beneficial owners of Condor be attributed to Condor L. P. , effectively integrating all of Shoreline, Condor, L.P. and Condor

notwi thstanding the staff's no-action position.

By letter dated November 9, 1994, you confirmed that all

contributions by Condor into Condor L.P. are made in Condor's

capaci ty as a general partner of Condor L. P. and that, in your

opinion, Condor's interest in Condor L. P. is not a security.

For purposes of Section 3 (c) (1), therefore, neither Condor nor

its securityholders would be counted as beneficial owners of

Condor, L. P. 1/ Accordingly, the attribution provisions of
Section 3 (c) (1) (A) would not affect the relief we granted to
Shore i ine.
Sincerely,
~A ç.Ì)( 1,,1 Wh
Amy 't. Doberman

Senior Special Counsel

lJ ~, Colony Realty Partners 1986, L.P. (pub. avail. Mar. 28, 1988); see also Albert M. Zlotnick (pub. avail. June 9,
1986) (no-action position taken with respect to entity that

proposed not to treat general partnership interests in

limited partnerships as securities for purposes of Section 3(a)). .,. ~'-""""._~:~..,:.,;..~_II.'I'r"'.~~ . '.'¥~~ 1'~..;o__. ___..

tlt'lSb I D : 404-898-8002 NOV 10'94 12:11 No.012 P.02 BRANCH, PIKE 8è GANZ ATTORMn5 "lI COUN&E:1.0i5 IlT LAW

FIf"£ItTH FLOOR, TWO MlPTOWN PLMA

I:tOO PEÁCKTRE .T,,~iT, N.E.
ATLANTA, O£OROl.l 3030.-320.

Tl:LEPHONE ~O", eg.-aooo

f"eSIMII.E 40'" .S.-800~
Wrler.i PØ DW GD II. :0.
,.
..PWI"
Novembr 9, 1994

Investment Company Act of
1940 -~ Section 3 (c) (1)
Office of the Chief Counsel

01 vision of Investment Management

Securities and Exohange Commission

450 Fifth Street iN. W.

washington, D.C. 20549-1004

At tention ; Jack W. Murphy, Esq.

Re: Shoreline Fund, L. P. and Condor Fund International, Inc. Ladies and Gentlemen:

This letter has been requested by the staff of the Division of

Investment Management (the "StaffP) of the Securities and Exchange

Commisaion (the "Commission'l) to clarify a point as to which we did

not request a response and that was not addreaaed directly in

either our request letter of January 20, 1994 (the IIRequestll) or

the Staff's response dated April 11, 1994 (1IResponse") with respect II of Shoreline Fund, L.P., a to the potential ii integrat ion California limited partnership ("Shorelinell), and Condor Fund

International, Inc., a company incorporated under the laws of the

Caymn Islands (nCondor") i under Section 3 (e) (1) of the Investment II ). Capitalized terms used herein and Company Act of 1940 (the II Act not otherwise defined have the meanings set forth in the Request.

The Request and Response assume that no more than 100 U.S.

residents ~iii be permitted to invest in Condor and Condor L.P.,

taken together, or in Shoreline and Condor L. P., taken together.

The Staff has apparently received telephone inquiries regarding the

potential attribution to Condor L. P. of Condor shareholders pursuant to Section 3 (0) (1) (A) of the Act. Those attribution Ii that owns "10 per centum or more provisions a.pply to any II company of the outstanding voting securitieøll of an issuer relying on

Section 3 (e) (1). Attributing Condor ehareholders to Condor L.P.

could have the result of effectively integrating all of Shoreline, Condor L. P. and Condor notwithstanding the IIno-aotionll position taken by the Staff in the Response.

Dr )1: I'IUV .LV :;"'
BRANCJl, PIKE 8a GANZ office of the Chief Counsel

Novomber 9, 1994

.L U . "'V"'-O :;O-OVV.L .L¿'.L¿ NU.Vi¿ r.V0 Hoever, all contributiona by condor into Condor L.P. are made

in condor's capacity as a bona fide general partner of Condor L.P.,

and Condor is not operated as a mere device that should be looked

through or collapsed into Condor L. P. As a result, it is our

opinion that Condor's general panerahip interest in Condor L. P.

18 not a security. See, e.g., colony Relty Partners 1986, L.P.

(pub. avail. Maroh 28, 1988), Alrt M. Zlontick (pub. avail. June

9, 1986), and williamlon v. Tuoker, 645 P.2d 404 (5th Cir.1981).

Therefore, Condor does not own any 'Ivoting seourities" of 'Condor
L. P. and the attribution provisions of section 3 (c) (1) (A) do not apply.
Should you have any question regardig this matter, pleaøe do

not hesitate to contact the undersigned of this office at

(404) 898-8197.

Sincerely,
BRACH, PIKE & GAZ
By: Qll..r¡).. ~~~
Gilbert H. Davis

GHD:hjt i "9hd'~~QO.hor.line\no.~ction.010