b'When trying to decide if your proposed activity complies with the rules, it might be helpful to ask yourself, What would a regulator or a jury think? as they may be the people you have to convince if you do it wrong. A decision regarding whether you have violated securities laws will likely hingeonapreponderanceofevidenceastowhetheryouhavemade effective, consistent and documented attempts to comply with the rules of the claimed exemption. What is a Substantive, Pre-Existing Relationship? Thewaytoprovethatyoudidntengageingeneralsolicitationor advertisingistodemonstratethatyouhaveapre-existingsubstantive relationship with every prospective investor to whom you made an offer to invest,regardlessofwhethertheywereaccreditedorunaccredited,or whether they invested or not.Citizen VC No-Action LetterI mentioned before that the SEC issues interpretive letters in response to questions from issuers in the form of no-action letters. These no-action letters provide guidance to the securities legal community and issuers as to whetheraspecificproposedprogramwouldbeincompliancewith applicable securities laws. The end result is that issuers use the no-action letters to model their own policies. In response to a no-action letter requested by Citizen VC, Inc. in August 2015, the SEC confirmed its position regarding pre-existing, substantive 234'