b'relationships,inthewakeoftheJOBSAct,foraRule506(b)exempt offering as follows:1.There must be a pre-existing relationship between the issuer and investor that is not built solely through a specific duration of time or a short-form accreditation questionnaire; 2.Rather, it can be established by adhering to specific policies and procedures both online and offline (where appropriate), which enable the issuer to evaluate the prospective investors financial sophistication, circumstances, suitability, and their ability to understand the nature and risks of the interests to be offered (i.e., a suitability conversation); and that the issuer actually followed this process to make such an evaluation; 3.The relationship must pre-date the offer, and4.The issuer must have a recordkeeping system to prove that investor suitability was determined between the date on which the asset manager first met the investor and when the offer of securities was made. Note that the SEC makes no distinction between whether the investors are accredited or unaccredited in its response. As long as the issuer is relying on Rule 506(b), the rules are the same for both.235'