Rule 144A, adopted pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”) provides a safe harbor from the registration requirements of the Securities Act of 1933 for certain private resales of restricted securities to Qualified Institutional Buyers (QIBs), which generally are large institutional investors with over $100 million in investable assets. When a broker or dealer is selling securities such as a stock or debenture in reliance on Rule 144a it is subject to the condition that it may not make offers to individuals other than those it reasonably believes to be Qualified Institutional Buyers.