SEC Division of Corporation Finance no-action letter: Communicator Inc

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Securities Act of 1933 - Rule 144A

September 20, 2002

Response of the Office of International Corporate Finance Division of Corporation Finance

Re:

Communicator Inc ("Communicator") Incoming letter dated September 19, 2002

You have requested the Division's views with regard to the publication of a list of institutions that have certified that they are "qualified institutional buyers," as defined in Rule 144A under the Securities Act of 1933 ("QIB List"), which Communicator will provide electronically to its registered broker-dealer clients. On the basis of the representations made in your letter, it is the position of the Division that a seller and any person acting on its behalf may rely on the QIB List as a method for establishing a reasonable belief that a prospective purchaser is a qualified institutional buyer, provided that: (1) the information underlying the inclusion of an entity in the QIB List is as of a date within 16 months preceding the date of sale of securities in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser, and (2) the person relying on certifications provided by a purchaser does not know, and is not reckless in not knowing, that such certifications are false, and circumstances do not exist giving such person reason to question the veracity of such certifications. In reaching this position, the Division particularly notes the manner in which the QIB List will be compiled and updated, as set forth in your letter.