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REGULATION FD POLICY It is the corporate policy of SMA Alliance, Inc.. and its subsidiaries that all employees and directors of the Company comply with the requirements of Regulation FD. Employees and directors are not permitted to make any disclosure of material nonpublic information about the Company to any person or entity outside the Company, unless disclosure of the information: is approved by the Disclosure Committee (see below) and is made simultaneously to the public, through a means of public disclosure (as determined by the Disclosure Committee). This prohibition does not include disclosure to a person or entity who: owes a duty of trust to the Company (such as its outside counsel, independent accountants or investment bankers) or has expressly agreed with the Company to keep the information confidential. Information is “material” if there is a substantial likelihood that a reasonable or investor would consider it important in making an investment decision. Information about the Company is “nonpublic” if it has not been disseminated in a manner making it available to investors generally on a broad-based, non-exclusionary basis. If an employee or director of the Company believes that a disclosure of material nonpublic information about the Company may have occurred, he or she must immediately notify the General Counsel or the head of Investor Relations, so that he/she may determine whether to make public disclosure of this information, in accordance with applicable law. Violations of this policy may constitute grounds for disciplinary action, including dismissal. Employees are encouraged to report possible violations of this policy either to the General Counsel or through the Company’s confidential Whistleblower Form. Questions as to whether information is material or nonpublic, and any other questions relating to this policy, should be directed to the General Counsel or the head of Investor Relations. The following is a non-exhaustive list of some of the areas affected by this policy: quarterly earnings releases and related conference calls; participation in speeches, interviews and conferences; providing of “guidance” as to performance or results; responding to market rumors; reviewing analyst reports and similar materials; referring to or distributing analyst reports on the Company; postings on the Company’s website; and site visits and inspection tours. DISCLOSURE STANDARDS UNDER THE SEC’S REGULATION FD Under Regulation FD, no Covered Person may make an intentional disclosure of material nonpublic information about the Company to Regulation FD Persons unless public disclosure of such information is made simultaneously. Covered Persons may not avoid the prohibitions of Regulations FD by directing others, including lower level employees, to make a disclosure. Unintentional disclosure of material nonpublic information about the Company to Regulation FD Persons will trigger a required public disclosure of such information promptly thereafter. “Covered Persons” means all members of the Board of Directors of the Company, all executive officers of the Company and all other officers, employees and agents of the Company who regularly communicate with analysts or actual or potential investors in the Company’s securities, and anyone else who may be authorized to make any public disclosure on behalf of the Company. A selective disclosure of material nonpublic information is “intentional” when the person making the disclosure either knows, or is reckless in not knowing, that the information he or she is communicating is both material and nonpublic. “Promptly” means as soon as reasonably practicable (but in no event after the later of 24 hours or the commencement of the next day’s trading on the OTCBB) after a Covered Person learns that there has been an unintentional disclosure of material nonpublic information. “Public disclosure” of information about the Company may be made in one of three methods: (1) filing with or furnishing to the SEC a Current Report on Form 8-K (or another public filing, such as an annual report on Form 10-K or a quarterly report on Form 10-Q) disclosing that information; (2) disseminating the information through another method (or combination of methods) of disclosure that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public; or (3) after consultation with counsel, posting the information on the Company’s web site. Public dissemination of information under clause (2) will generally be satisfied by the distribution of a press release through widely circulated news and wire services. Public dissemination of information under clause (3) will generally be satisfied if the Company web site is a recognized channel of distribution, posting of the information on the Company web site disseminates the information in a manner making it available to the securities marketplace in general, and there has been a reasonable waiting period for investors and the market to react to the posted information. Disclosure of information on an “open access” conference call the details of which have been made adequately known to the public may also constitute public disclosure. “Regulation FD Persons” means, generally, (1) brokers or dealers, or persons associated with a broker or dealer (which includes buy-side or sell-side analysts); (2) investment advisers, investment managers or persons associated with an investment adviser or investment managers; (3) investment companies (including mutual funds) and certain entities that would be investment companies but for certain exceptions, or an affiliated person of any such entity; and (4) holders of any of the Company’s securities; provided that in the case of this clause (4) it is reasonably foreseeable that such holder will purchase or sell the Company securities on the basis of selectively disclosed information. Given the potentially serious consequences of violations of Regulation FD, when in doubt assume that the audience for the disclosure includes Regulation FD Persons and promptly consult the General Counsel or the head of Investor Relations. EXCEPTIONS Regulation FD permits disclosures of material nonpublic information about the Company by Covered Persons to selected groups who are not reasonably expected to trade on the information, such as: persons who owe a duty of trust or confidence to the Company (e.g., attorneys, investment bankers or accountants or those who have expressly agreed to maintain the disclosed information in confidence and not trade on the basis of such information), rating agencies, in connection with developing a publicly available credit rating, and broad-based electronic, print, television and other media. In addition, there is a general exception for disclosures made in connection with most securities offerings registered with the SEC. PROCEDURES The Disclosure Committee will make all decisions regarding the application of this policy, the procedures to be followed, as well as any exceptions to the procedures. Except as set forth below, all proposed disclosures of material nonpublic information about the Company to Regulation FD Persons, or participation in speeches, interviews or conferences where Regulation FD Persons may be in attendance, must be reviewed and approved in advance by one or more members of the Disclosure Committee. Responding to Calls or Questions from Regulation FD Persons. Authorized Officers may engage in informal contacts with Regulation FD Persons without the prior approval of the Disclosure Committee only to provide publicly disclosed or immaterial background information. “One-on-one” meetings may only be conducted by two or more Authorized Officers after pre-clearance from one or more members of the Disclosure Committee. “Authorized Officer” means any of the following and their respective designees: (1) the Chief Executive Officer; (2) the Chief Operating Officer; (3) the Chief Financial Officer; (4) the General Counsel; and (5) the head of Investor Relations. Participation in Speeches, Interviews and Conferences. Any Covered Person permitted to participate in a speech, interview or conference in a forum where Regulation FD Persons may be in attendance must have the script and/or presentation materials for such event reviewed and approved by one or more members of the Disclosure Committee prior to participation in the event. If the script, as approved, contains material nonpublic information about the Company, public disclosure of such information must be approved by the appropriate persons on one or more members of the Disclosure Committee and made prior to or simultaneously with the disclosure of such information at the event. Covered Persons should adhere to the script and not disclose any material nonpublic information about the Company during any “break out” or question-and-answer sessions. One or more members of the Disclosure Committee must approve any participation in these events at any time outside of the Company’s open trading window, which commences on the start of the third business day following an earnings release with respect to the preceding fiscal period until the first calendar day of the last month of the then current fiscal quarter. Covered Persons will only participate in securities firm-sponsored events or other investment conferences if they are webcast and adequate prior public notice is provided, unless otherwise approved by one or more members of the Disclosure Committee. The Company will issue a press release, which may also be furnished on a Form 8-K to the SEC, in conjunction with such participations. Unintentional Selective Disclosures. If the General Counsel or the head of Investor Relations is informed of a possible unintentional disclosure of material nonpublic information about the Company to a Regulation FD Person, they will determine whether to make public disclosure of the information, in accordance with Regulation FD and other applicable law. Providing of “Guidance” as to Performance or Results. This policy prohibits the providing of nonpublic guidance regarding previously unreported performance or results, whether direct, indirect, explicit or implied, to Regulation FD Persons, unless such guidance is specifically approved by one or more members of the Disclosure Committee. Even implicit confirmation that the Company is, or remains, comfortable with analysts’ consensus on earnings or other components of the Company’s expected performance or results may be a violation of Regulation FD, unless simultaneous public disclosure is made. No Responding to Market Rumors. Authorized Officers will respond consistently to market rumors by saying, “It is the policy of the Company not to comment on market rumors or speculation.” Reviewing Analyst Reports and Similar Materials. No board member or employee of the Company may review or comment upon any analyst reports and similar materials published by Regulation FD Persons without the approval of one or more members of the Disclosure Committee. In the event of any such approved review or comment on analyst reports or similar materials, the Company’s general policy with respect to any such review or comment shall be as follows: two or more approved persons shall participate in such review or comment; the review must be completed within seven days after an earnings call; and such reviewers shall only comment on information contained in the reports or other materials to the extent that such information is immaterial or is factually incorrect.

Forward Looking Statement:

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This website includes various"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company’s expectations or beliefs concerning future events. Statements containing expressions such as “believes,”“anticipates,” “intends,” or “expects,” used in the Company's press releases and in Disclosure Statements and Reports filed with the Over The Counter Markets through the OTC Disclosure and News Service are intended to identify forward-looking statements. All forward-looking statements involve risks and uncertainties. Although the Company believes its expectations are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurances that actual results will not differ materially from expected results. The Company cautions that these and similar statements included in this report are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.

 

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