b'9. Determine How You Will Solicit InvestorsDEVELOPING LEGALLY DEFENSIBLE INVESTOR RELATIONSHIPS FOR NON-ADVERTISED OFFERINGSRule 506(b), if you recall, allows you to raise an unlimited amount of money from an unlimited number of accredited investors and up to 35 non-accredited investors, all of whom must be sophisticated. Investors can self-certify that they meet these qualifications; however, you cannot make offers or sales through any means of general solicitation or adver-tising. Additionally, securities notices must be filed with the SEC and cer-tain state securities agencies within 15 days of an investors fund becom-ing irrevocably contractually committed. This is the friends and family exemption. To prove that you didnt en-gage in general solicitation or advertising, you must be able to demon-strate that you (or your broker-dealer) had a substantive, pre-existing re-lationship with each prospective investor before making an offer to invest, and a record-keeping system to show that such a relationship pre-dated the offer. What is a Substantive, Pre-Existing Relationship?The SEC issues interpretive letters in response to questions from issu-ers in the form of No Action Letters. The gist of these No-Action Letters is for an issuer to ask the SEC whether a specific, proposed course of ac-tion would be considered a violation of securities laws. These No Action Letters and the SECs response are published on the SECs website. The SEC also periodically publishes Compliance and Disclosure Interpreta-tions (C&DI). Together the C&DI and No Action Letters provide guidance to the securities legal community and issuers as to whether a proposed course of action would be in compliance with applicable securities laws. Lets break down these requirements step by step:ThroughaseriesofNo-Actionletters,theSEChasindicatedwhat constitutes a substantive, pre-existing relationship. In response to a No Action Letter by Citizen VC, Inc. in August 2015, the SEC confirmed its position regarding pre-existing relationships, post-JOBS Act, for a Rule 95'