INITIAL SUBMISSION OF THE MECHANICAL LICENSING

UNITED STATES COPYRIGHT OFFICE

The Library of Congress

In re

Periodic Review of the Designations of

the Mechanical Licensing Collective

and Digital Licensee Coordinator

Docket No. 2024–1

April 1, 2024

INITIAL SUBMISSION OF THE MECHANICAL

LICENSING COLLECTIVE (The MLC)

i of ii

INTRODUCTION .......................................................................................................................... 1

THE DESIGNATION CRITERIA ................................................................................................. 5

Criterion 1: Nonprofit Status .................................................................................................... 5

Criterion 2: Indicia of Endorsement and Support ..................................................................... 6

Criterion 3: Administrative and Technological Capabilities .................................................... 8

I. Progress Implementing the Recommendations in the Office’s Unclaimed Royalties

Report .................................................................................................................................9

II. Ownership Identification, Matching and Claiming Processes and Maintenance of

Musical Works Database ..................................................................................................12

III. Collection And Distribution of Royalties, Including Unclaimed Accrued Royalties ......26

IV. Investments in Resources and Vendor Engagement .........................................................30

V. Funding .............................................................................................................................33

VI. Governance .......................................................................................................................38

VII. Education and Outreach ....................................................................................................75

CONCLUSION ........................................................................................................................... 107

TABLE OF CONTENTS

ii of ii

LIST OF EXHIBITS

Exhibit No. Description

1 Statement of Good Standing from the Delaware Division of Corporations

2 Member Endorsements of The MLC

3 Bylaws of The MLC

4 2022 Board Diversity Report

5 Conflict of Interest Policy

6 Ownership Dispute Policy

7 Investment Policy Statement

8 Cash Management Policy Statement

9 Guidelines for Adjustments

1 of 107

INTRODUCTION

Five years since designation, and three years since The MLC

launched its operations, it

has become a success story in the music industry, and that success is shared by the entire industry

together with Congress and the Copyright Office (the “Office”). The MLC is the result of a

“perfect storm” of powerful legislation, responsive regulation, industry-wide engagement, and

exceptional staff dedicated to the nonprofit mission to improve the industry.

The MLC is first and foremost an extension of the key principles of the Music

Modernization Act (“MMA”), and has carried forward the generational consensus behind that

legislation. The MMA envisioned an organization that could rise above the fray of proprietary

data and fragmented processes to elevate the industry standard of transparency and collaborative

efficiency. Critical to this ambitious vision was Congress’s decision to empower The MLC with

the authority to effectively build and administer a global data clearinghouse and nationwide

licensing system for digital music providers (“DSPs”) operating in the United States, through

which more than a billion dollars in annual royalties now flows for the full benefit of songwriters

and music publishers in every corner of the world, without a penny in fees, costs or commissions

deducted.

At the time The MLC was designated by the Register in 2019, the laudable vision of the

MMA was clear, although the aggressiveness of the statutory timeline to build full operations was

unprecedented, and viewed by many to be impossible to achieve. As The MLC noted in its

All references to “The MLC” in this submission pertain to the specific entity submitting this document, namely the

nonprofit corporation registered in the state of Delaware that Congress designated as the statutory collective under 17

U.S.C. § 115(d) (“Section 115(d)”). Conversely, “the statutory collective” (in lowercase) refers to the role of the

statutory mechanical licensing collective as outlined in Section 115(d), not to The MLC per se. All “Section 115”

references herein refer to Section 115 of Title 17 of the United States Code (the “Copyright Act”) and “Blanket License”

refers to the statutory blanket license established in Section 115(d).

2 of 107

Designation Proposal,

several potential primary vendors dropped out of the RFP process because

they believed the statutory deadlines were too aggressive. Upon designation five years ago, the

statutory timeline gave The MLC less than 18 months to staff, build, and launch a fully-formed

and operational collective. The statute also could not have anticipated that almost exactly halfway

through this start-up period, a global pandemic would paralyze the nation and the world.

Despite it all, on the back of broad industry consensus, The MLC was able to marshal the

expertise and resources to launch on time, and has made every single monthly royalty

distribution—36 and counting—on time or early, bringing its total royalties distributed to more

than $2 billion. “The unqualified success of The MLC in completing its first royalty distribution

on time despite the incredibly short start-up timeline (and the success of completing every

subsequent distribution on time or early) should not be taken for granted. It is a testament to the

ambition of Congress, the diligence of the Office—which promulgated an extraordinary volume

of complex MMA implementing regulations in a short period—and the extraordinary efforts of

The MLC team and its rightsholder members (“Members”).

Meeting the MMA’s deadline to begin distribution of royalties, and successfully

distributing royalties in a timely manner each month thereafter, is not The MLC’s only

achievement since being designated; The MLC also successfully established and now maintains

one of the largest mechanical rights ownership databases in the world—a database that is

accessible to the public free of charge. This database reflects the same data The MLC uses to

match and distribute royalties. It therefore provides full transparency regarding who has claimed

the right to receive royalties for each and every musical work that rightsholders have registered.

The MLC also makes available to rightsholders information about the sound recording uses that

Designation Proposal of Mechanical Licensing Collective, Docket 2018-11 (March 21, 2019) (“Initial Designation

Proposal”).

3 of 107

remain unmatched to musical works, including uses from time periods before the January 1, 2021

Blanket License effective date, for which DSPs transferred approximately $425 million

historical unmatched royalties to The MLC in early 2021 pursuant to the MMA.

In short, The MLC has already fulfilled the key operational requirements set forth in the

MMA. While some unmatched or unclaimed royalties remain, there are no longer unpaid royalties

connected to undisclosed uses of works. The MLC has fully illuminated all of the remaining

unmatched royalties and thereby eliminated the so-called “black box” in this area of the industry.

The MLC has also created easy-to-use tools that rightsholders can use to register a work and their

claim to the work, claim shares of an existing work registration, and suggest matches for

unmatched recordings that they believe feature their works.

In that way, The MLC’s approach to operations clearly reflects its belief that it can be most

effective when it works in partnership with its Members. A good example of this is The MLC’s

matching process. The vast majority of matching is done by The MLC through its technological

tools and the manual processes it has developed. The MLC devotes substantial resources to

expanding and developing its musical works database, and to matching works in the database to

the ever-increasing number of recordings in the market. The MLC not only mobilizes its own

resources towards these ends but has developed its Supplemental Matching Network, a network of

vendors to increase matching resources and activities. At the same time, The MLC recognizes (as

Congress did in the MMA) that rightsholders are essential to the process and must be given access

to the data so that they can play their part in identifying their works. By providing Members with

tools they can use to review and improve their data, The MLC empowers them to play their part

in ensuring The MLC’s success in fulfilling its mission for their benefit.

The recent Phonorecords III adjustments received by The MLC appear to have reduced the amount of historical

unmatched royalties to approximately $398 million.

4 of 107

As discussed in detail below, The MLC’s highlights from the past five years extend well

beyond these examples of its success. In just over three years, The MLC has established itself as

an industry leader in numerous other areas, including member support, education and outreach,

and more. Remarkably, The MLC has established itself as a leader in these areas while also

operating in an incredibly efficient manner. The MLC has one of the lowest known “effective”

administrative rates of collective management organization (“CMO”) in the world, when

determined by calculating its operating costs as a percentage of its total royalties processed – and

because of a key provision in the MMA, The MLC’s services are entirely free to its Members

because the DSPs fund The MLC’s operating costs. Details on these achievements are laid out

below.

While there is much to be proud of, The MLC is committed to building on the strong

foundation it has established by continuing to find ways to enhance and improve its operations,

tackle the new challenges that arise, provide even more benefits to stakeholders, and continue to

play a leading role in transforming the music industry for the better. To that end, The MLC looks

forward to hearing feedback from stakeholders who elect to participate in this review process. The

MLC’s continued development and success is dependent on active engagement with, and

constructive feedback from, its Members, DSPs and other stakeholders. The MLC intends to use

that constructive feedback to inform the work it does over the next five years.

5 of 107

THE DESIGNATION CRITERIA

The NOI

expresses the Office’s intent for The MLC to focus this submission on “the

statutory designation criteria” and “certain areas of interest to the Office,” while also allowing The

MLC to include additional information for the Office to consider.

The NOI includes numerous

directed inquiries, which are organized by the three statutory designation criteria. This submission

maintains that organization structure and responds to each of the Office’s directed inquiries. The

MLC also supplements its responses throughout this submission with additional information that

it believes is relevant for the Office to consider.

Criterion 1: Nonprofit Status

The MLC satisfies the first criterion for designation: that the collective must be “a single

entity that is a nonprofit entity, not owned by any other entity, that is created by copyright owners

to carry out responsibilities under this subsection.”

As described in its Designation Proposal,

The MLC is a nonprofit trade organization registered under section 501(c)(6) of the Internal

Revenue Code and is in good standing as a corporation registered in the State of Delaware. A

current Statement of Good Standing from the Delaware Division of Corporations is attached as

Exhibit 1.

U.S. Copyright Office, Notification of Inquiry, Periodic Review of the Designations of the Mechanical Licensing

Collective and Digital Licensee Coordinator (the “NOI”), 89 Fed. Reg. 5940, 5942-44 (Jan. 30, 2024).

NOI at 5942.

Section 115(d)(3)(A)(i).

See Initial Designation Proposal at 65-66.

6 of 107

Criterion 2: Indicia of Endorsement and Support

The MLC satisfies the second criterion for designation: that the collective must be

“endorsed by, and enjoy[ ] substantial support from, musical work copyright owners that together

represent the greatest percentage of the licensor market for uses of such works in covered activities,

as measured over the preceding 3 full calendar years.”

As noted in the NOI, after significant analysis and discussion, the Office concluded in its

original Designation Rule

that this criterion required endorsement and support from licensors with

the largest market share measured by licensing revenue from covered activities:

The Copyright Office concludes that the endorsement provision in section

115(d)(3)(A)(ii) mandates that the entity designated as the [statutory collective] be

endorsed and supported by musical work copyright owners that together earned the

largest aggregate percentage (among [statutory collective] candidates) of total

royalties from the use of their musical works in covered activities in the U.S. during

the statutory three-year period. In other words, the Office agrees with [The MLC]

that the endorsement criterion is a plurality requirement based on market share,

measured by applicable licensing revenue. The Office draws this conclusion from

the plain meaning of the statutory text, which, after careful review of the statute as

a whole, the Office concludes is unambiguous.

For this first periodic review of its designation, The MLC performed the following two

steps to show that it satisfies this criterion.

First, The MLC gathered new endorsements from its

Members for the Office’s reference in connection with this proceeding. Members, including self-

administered songwriters and music publishers, who wanted to endorse The MLC were able to log

into their MLC Portal account (thereby verifying their representation of the copyright owner(s) of

Section 115(d)(3)(A)(ii).

U.S. Copyright Office, Final Rule, Designation of Music Licensing Collective and Digital Licensee Coordinator,

(the “Designation Rule”), 84 Fed. Reg. 32274 (July 8, 2019).

Designation Rule at 32282; see also NOI at 5941.

In the original designation proceeding, The MLC provided evidence of licensor market share by: (1) gathering and

presenting endorsements from numerous copyright owners, and (2) calculating an estimate of the market share of the

endorsers based on data compiled from public sources and corroborated by two large DSPs. Initial Designation

Proposal at Exhibit 11, ¶¶ 14-19.

7 of 107

the musical works and shares they have registered with The MLC) and then complete and submit

an endorsement form. Those completing the form were advised that the endorsement was for the

explicit purpose of use in connection with this proceeding. A copy of the endorsement language,

together with a list of the Members that have chosen to offer their endorsement as of the date of

this submission (“Endorsing Members”) is attached as Exhibit 2. Second, The MLC compiled

authoritative data for each Member who submitted an endorsement regarding their market share

for covered activities over the past three years (the first three years of these activities that occurred

under the Blanket License). Based on these steps, The MLC can confirm that the Endorsing

Members identified on Exhibit 2 represent a clear majority of the market over the past three years,

as measured by their licensing revenue from covered activities during this period.

Beyond endorsement, The MLC has received “substantial support” from copyright owners

over the past three years.

Members have provided skilled representatives to serve without

compensation on The MLC’s Board and Advisory Committees, worked with The MLC on

outreach and education campaigns, assisted The MLC in building industry partnerships, helped to

Under federal regulations, The MLC is not permitted to disclose the market share of particular Members or

subgroups of Members to any other Member or to the public. 37 C.F.R. § 210.34. The MLC can provide a precise

calculation of the Endorsing Members’ aggregate market share to the Office under seal at its request.

Further, While The MLC does not endorse third-party market share calculations over the actual count of royalty

distributions from its authoritative records, it notes that the same third-party source that the Office cited in the

Designation Rule as confirmatory of The MLC meeting the endorsement criterion continues to provide that same

confirmation. Compare Designation Rule at 32285 at n.191 (Jul. 8, 2019) (citing Music & Copyright annual survey

for 2017 and 2018) with Recorded-Music Market Share Gains for SME and The Indies, Publishing Share Growth for

UMPG and WCM, Music & Copyright, https://musicandcopyright.wordpress.com/category/market-share-2/ (last

visited Mar. 28, 2024) (Music & Copyright annual survey for 2021 and 2022).

See Designation Rule at 32284 (“the Office suggests there may be other reasons for the statutory requirement that

the MLC enjoy ‘‘substantial support’’ from the largest market share of musical work copyright owners... [A]lready

identified copyright owners have an interest in ensuring the efficient and accurate collection and distribution of

royalties. Further, the MLC will participate in proceedings before the CRJs, and having the support of publishers with

prior experience before the CRJs may be beneficial. Establishment of the statutorily-required database will likely also

benefit from initial support of music publishers and other relevant copyright owners with large quantities of

authoritative versions of data for works that together will comprise the bulk of royalty distributions. As these examples

illustrate, having strong support from key copyright owners may assist in ensuring that the MLC is in the best possible

position to succeed in effectively carrying out the whole of its assigned responsibilities.”).

8 of 107

promote the use of The MLC’s tools, provided invaluable suggestions and advice, and deployed

substantial resources to play their part by reviewing and updating the data for their musical works

in The MLC’s database.

Thousands of individuals from hundreds of member companies and

other stakeholders have contributed their time, energy and expertise to help ensure The MLC will

be successful for them and all Members. A number of metrics are provided in the pages below

that detail the nature and scope of this engagement and collaboration.

Criterion 3: Administrative and Technological Capabilities

As shown in the discussion below, The MLC is capable of performing the statutory tasks

delegated to it. The MLC has executed each of the core operational functions required by the

MMA, including establishing an effective royalty distribution process and making timely royalty

distributions within the specified time periods, improving transparency by establishing and

maintaining a public database of musical works ownership data, and developing matching and

claiming tools and processes that allow rightsholders to review and resolve missing matches and

share claims. The MLC has also conceived, designed, built and deployed new tools and

collaborative processes that go beyond those contemplated by the MMA. Finally, The MLC has

already established itself as a leader in the industry, setting high standards for speed, volume,

transparency, efficiency, outreach and member support. The details of these accomplishments and

other aspects of The MLC’s operational, administrative and technological capabilities are

discussed below.

The MLC launched its “Play Your Part” campaign shortly after designation, and the response has been

overwhelming across the industry.

The high-level organization of the NOI’s directed inquiries is mirrored here, although the questions presented in the

text under each directed inquiry section may not be addressed in the same order as they appear in the NOI.

9 of 107

I. Progress Implementing the Recommendations in the Office’s Unclaimed

Royalties Report

The MLC has made great strides in implementing the best practice recommendations that

the Office put forth in its report entitled “Unclaimed Royalties: Best Practice Recommendations

for the Mechanical Licensing Collective,” (the “Unclaimed Royalties Report” or the “Report”).

Many of these recommendations have been a part of The MLC’s efforts and initiatives since its

inception and are reflected in The MLC’s communications as early as its designation submission

in March 2019.

However, since the Office issued its Report, The MLC has systematically

worked to incorporate several of the recommendations into its operations

, including, but not

limited to:

 Tailoring education and outreach activities. The MLC has tailored its education and

outreach activities to reach the industry’s broad and diverse spectrum of songwriters and

location, age, and music genre;

 Making content accessible and publicly available. The MLC has made its written

materials, videos, tutorials, and webinars user-friendly, accessible (i.e., in plain language)

and publicly available on The MLC’s website and elsewhere;

U.S. Copyright Office, Unclaimed Royalties: Best Practice Recommendations for the Mechanical Licensing

Collective (2021) (“Unclaimed Royalties Report”), https://www.copyright.gov/policy/unclaimed-

royalties/unclaimed-royalties-final-report.pdf.

See generally Initial Designation Proposal.

At this point, there is nothing in the Report that The MLC has decided it will not implement.

See Unclaimed Royalties Report at 29.

See id. at 37.

10 of 107

 Making educational materials clear and engaging. The MLC has made its educational

materials clear, engaging, and aesthetically appealing, especially when teaching the

“basics”;

 Reviewing and evaluating effectiveness. The MLC continually reviews and evaluates the

effectiveness of its education and outreach efforts over time;

 Ensuring the public database and Portal are accessible and user-friendly. The MLC

has developed user interfaces for the public database and Portal that are simple, accessible,

well-organized and user-friendly, and The MLC provides a glossary of terms and simple

instructions for users;

 Engaging with stakeholders and soliciting feedback. The MLC regularly engages with,

and solicits feedback from, stakeholders on both the Portal and public database, in order to

continue refining and enhancing their features and functionality as well as the overall user

experience;

 Employing standard unique identifiers. The MLC employs standard unique identifiers

to the broadest extent reasonably appropriate, including in the works registration, share

claiming, and matching processes, and for general data maintenance activities;

and

 Providing user-friendly means for Members to provide and update musical works

data. The MLC provides appropriate, user-friendly means of reviewing, verifying,

correcting, flagging and taking other appropriate actions with respect to musical works data

See id. at 31.

See id. at 38.

See id. at 41.

See id. at 54.

See id. at 65.

11 of 107

for the smallest of copyright owners, including through Portal functionality, self-help tools,

and access to personnel at The MLC who can provide them with assistance.

As the Office is aware, the Report contains over 200 discrete recommendations.

Rather

than individually address each recommendation here, this submission instead presents the work

The MLC has done to implement specific recommendations in the various subsections to which

those recommendations relate.

The MLC has begun to implement every set of recommendations made by the Office in

the Report except for those related to the distribution of unclaimed accrued royalties on a market

share basis pursuant to Section 115(d)(3)(J). The MLC has not yet taken steps to implement those

recommendations because The MLC is not yet planning the first market share distribution.

However, the decision not to conduct this first market share distribution immediately after the

expiration of the prescribed holding period for accrued royalties provided in Section

115(d)(3)(H)(i) fully aligns with the Office’s recommendation in the Report that The MLC wait at

least five years before distributing unclaimed accrued royalties pursuant to Section 115(d)(3)(J)

for the first time. For now, The MLC remains focused on continuing its diligent and extensive

efforts to match as many uses and works as it can, making repeated attempts to match its remaining

unmatched pool of uses via regular and frequent “reprocessing.”

See id. at 62-63.

Id. at ii.

See, e.g., Section VII (extensively detailing the implementation of recommendations related to education and

outreach), Sections II.A, II.B, II.G and II.H (covering the implementation of recommendations related to the usability

of the Portal), Section VI.C.2.b (relating to recommendations regarding transparency), and Sections II.B, II.C, II.D,

II.E, II.F, III and IV (relating to recommendations concerning matching practices and measuring success), infra.

12 of 107

II. Ownership Identification, Matching and Claiming Processes and Maintenance

of Musical Works Database

A. The Public Musical Works Database

1. Enhancing Database Access and Functionality

Under the MMA, The MLC is charged with establishing and maintaining a database

containing ownership and other relevant information for musical works (and the individual shares

of such works), as well as information about the sound recording uses reported to The MLC that

embody those musical works.

The MLC has fulfilled its statutory mandate to establish and

maintain such a comprehensive public database. The MLC now maintains one of the largest

databases of musical work ownership information in the world, with data for more than 35.5

million musical works as of this submission, a number that continues to grow month after month.

This database features identifying information for each registered musical work including the

work’s title, the owner(s) of the work, the percentage ownership shares claimed by each owner,

owner contact information, the unique song code assigned by The MLC to each work, the work’s

ISWC (if provided by rightsholders), and information for any associated sound recording uses The

MLC has matched to the work.

The MLC has also built novel and additional tools and features for rightsholders who

interact with the data in this database, both to: (1) enhance their individual user experience (e.g.,

structured search fields and filters) and (2) support the needs of high-volume and power-user

Members (e.g., on-demand bulk data export and submission tools). Examples of the tools and

resources that The MLC has made available to the public include:

See Section 115(d)(3)(E).

The MLC’s public database continues to grow on a daily basis, with the MLC now receiving on average more than

15,000 new works registrations per day.

13 of 107

 The Public Work Search. The Public Work Search allows anyone to retrieve ownership

information for every musical work contained in The MLC’s database. This search tool is

available on The MLC’s website free of charge and without the need for a login.

The

search results show ownership data for each rightsholder that has claimed a share of the

work concerned, the total percentage of shares of the work that each owner has claimed,

the represented songwriters (where rightsholders have provided it), and the sound

recording products that The MLC has matched to each musical work. To ensure that The

MLC’s ownership data is authoritative, The MLC only accepts ownership data from the

claiming copyright owners or their agents. The Public Work Search allows users to search

the database in various ways, including by work title, songwriter, and publisher. It also

allows users to filter results by additional criteria, including ISWC, MLC Song Code,

writer IPI, and Publisher IPI.

 The Bulk Data Access Subscription. The Bulk Data Access Subscription enables The

MLC’s musical work database to be available in a bulk, machine-readable format, at

minimal cost, making it easy to access data on musical works, parties, sound recordings,

products and releases and more. This comprehensive, unprecedented resource is available

to DSPs, music publishers, CMOs, record labels, metadata companies, and any member of

the public. As of March 2024, there were more than 225 subscribers to the Bulk Data

Access Subscription Program.

See The MLC, The MLC Public Work Search, https://portal.themlc.com/search#work; see also The MLC, How to

Use The MLC Public Work Search, YouTube (July 21, 2023),

https://www.youtube.com/watch?v=G5KmcFL2di0&ab_channel=TheMLC.

Details and a link to register for access to the Bulk Data Access Subscription is available on The MLC’s “Data

Programs” page of its website. See The MLC, Data Programs, https://www.themlc.com/dataprograms#bulk-

database-feed.

14 of 107

 The Public Search API. This tool allows any member of the public to retrieve information

about musical works in The MLC database. As of March 2024, approximately 130 industry

entities had been set-up to access to The MLC’s database using this Public Search API.

 Missing Member Lookup. The MLC’s Missing Member Lookup is a searchable database

of rightsholders that are not yet Members of The MLC, but who may be entitled to royalties.

The information in this database is available to the public on The MLC’s website and is a

helpful tool to identify rightsholders to whom royalties are owed.

 The Data Quality Initiative (“DQI”). The MLC created the DQI to provide a streamlined

way for music publishers, administrators, self-administered songwriters and foreign CMOs

to compare large schedules of their musical works’ data against The MLC’s data. Through

the DQI, The MLC provides participants with reports that highlight the discrepancies

between the two sets of data so that they can more easily address those discrepancies and

improve the quality of The MLC’s data related to their works.

 The Distributor Unmatched Recording Portal (“DURP”). The DURP was launched to

address the unique challenges related to matching and distributing works written by

independent or DIY artists. The DURP helps independent sound recording distributors

leverage data in The MLC’s public database that relates to recordings that they have

released and which remain unmatched. With this data, the distributors can help their

customers who are also musical works rightsholders claim any unmatched royalties that

Details and a link to register for access to the Public Search API is available on The MLC’s “Data Programs” page

of its website. See The MLC, Data Programs, https://www.themlc.com/dataprograms#public-search-api.

Details and database access is available on The MLC’s “Missing Member Lookup” page of its website. See The

MLC, Missing Members Lookup, https://www.themlc.com/missing-members-lookup.

Details on the DQI and a link to DQI educational webinars is available on The MLC’s “Data Programs” page of its

website. See The MLC, Data Programs, https://www.themlc.com/dataprograms#dqi.

15 of 107

The MLC has accrued for their musical works. As of March 2024, The MLC has enrolled

over 70 independent distributors in the DURP program, which has, in the aggregate,

connected these distributors with a targeted view of public data on almost 3 million

unmatched recordings that they distribute.

2. Maintaining archives of the public database

The MLC maintains an archive of the database through snapshots taken at regular intervals,

several times each calendar month. This assists with reprocessing of Blanket License royalties,

and also ensures that there is a detailed historical record that reflects changes to the database

information, which could be used to put together a picture of historical ownership information over

time.

Such snapshots of the database are direct, accessible and complete, and therefore

appropriate methods of archiving the database information and maintaining historical records of

ownership.

B. Member Tools

1. Development and Implementation of Tools and Functionality

The MLC has invested substantial time and resources into developing features and tools to

ensure its Members can effectively claim, manage and administer their works. Members tools and

resources include:

 The MLC Member Portal. The Member Portal allows Members to register, edit and

review their musical works data, create and submit registrations for any new musical works,

manage and update their contact information, banking details and tax forms, and associate

one or more authorized users with their MLC Member accounts. The MLC has designed

Details on and access to the DURP is available on The MLC’s website. See The MLC, The MLC Invites Music

Distributors To Join Our Mission To Pay Out Every Mechanical Royalty, https://www.durp.themlc.com/.

See 37 C.F.R 210.31(f).

16 of 107

the Member Portal to be user-friendly and intuitive. The MLC has had many meetings

with Members to solicit feedback and suggestions for features. With that feedback, The

MLC continues to build out new functionality to make catalog administration easier for

Members.

 The Claiming Tool. This tool allows Members to search for unclaimed shares of works

in The MLC’s database and easily claim the shares that they administer. Since its launch

in 2022, the Claiming Tool has been further updated and improved to include more filtering

and sorting capabilities. The Claiming Tool presents a more technologically advanced

method of claiming, which was historically limited to completing and submitting

spreadsheets or static forms.

 Work Registration Tools. The MLC provides three different work registration tools to

accommodate different Member capacities and workflows: (1) individual registrations

through the Member Portal; (2) bulk registrations through the Member Portal using Bulk

Work Registration files; and (3) the globally-recognized Common Works Registration

(CWR) format.

 The Matching Tool. This tool allows Members to search the data The MLC has received

for sound recording products that The MLC has not been able to match to a registered

musical work and then propose matches of those products to musical works they have

Details on and access to the Member Portal is available on the “Member Tools” page of The MLC’s website. See

The MLC, Member Tools, https://www.themlc.com/member-tools.

More information on Claiming Tool functionality is available in The MLC’s webinar “How To Use The MLC Portal

Claiming Tool.” See The MLC, How To Use The MLC Portal Claiming Tool, YouTube (Jul. 21, 2023),

https://youtu.be/V17xWITd8P4.

More information of Work Registration Tools is available on the dedicated “Work Registration” web page. See

The MLC, Work Registration, https://www.themlc.com/work-registration.

17 of 107

registered. Nearly 3,000 Members have used this tool to propose matches, and The MLC

has approved nearly 1.5 million proposed matches through the tool.

 Catalog Export Tool: This tool allows Members to download all (or a portion) of the

musical works data that they have registered with The MLC on-demand, in an Excel-

compatible file.

 The Top Unmatched Recording List. This list, which The MLC continuously updates,

provides Members with another way to search unmatched data and look for uses of their

musical works. Every month, The MLC emails to Members an updated spreadsheet

containing the top 3,000 unmatched sound recording uses as reported to The MLC by DSPs,

based on their calculated royalty value. This direct-to-Member communication provides

focused attention to the most significant unmatched royalties on a monthly basis.

These tools are all supported by The MLC Support Team and/or Member Services Teams,

which fields inquiries from Members related to the tools, leads educational events to help Members

learn to use the tools effectively, and solicits feedback from Members related to the user experience

of the tools.

2. Published Songwriter Portal Access

All songwriters, whether self-administered or not, have access to The MLC’s public

database of musical works ownership. Songwriters who self-administer even just a portion of their

works can also become Members of The MLC and have direct access to all of the Member tools

that The MLC makes available to its Members. In addition, The MLC is currently able to provide

More information on Matching Tool functionality is available in The MLC’s webinar “How To Use The MLC

Portal Matching Tool.” See The MLC, How To Use The MLC Portal Matching Tool, YouTube (Jul. 21, 2023),

https://youtu.be/7eLbgag2FLk.

Details can be found on The MLC’s “Catalog Export Feature” web page. See The MLC, Catalog Export Feature,

https://www.themlc.com/catalogexport.

18 of 107

songwriters with a report that includes a full picture of the registration data in The MLC database

that relates to all works registered with The MLC that identify them as a writer. The MLC has

already had discussions with stakeholders regarding development of more scalable, songwriter-

focused features and tools, including creating a new “songwriter account” within the Member

Portal that would provide songwriters with access to tools specifically designed to enable

songwriters to organize and review the data related to their songs.

C. Automated and Manual Matching Improvements

As set forth above, The MLC has developed robust tools to improve Members’ ability to

identify unmatched royalties and match them to the correct musical works. However, the

foundation of The MLC’s matching processes are its internal matching efforts, to which The MLC

devotes significant time and resources.

1. The Matching Team

The MLC has a dedicated “Matching Team,” which currently consists of more than 30

individuals dedicated almost exclusively to matching sound recordings to musical works. The team

has built custom predictive analytics to prioritize work and forecast the likelihood of matching

specific sound recordings each month. The team has also built and implemented custom workflows,

automated tools, and analytic dashboards to measure and maximize productivity.

2. Matching Methodology

The MLC’s methodology for matching sound recordings to musical works consists of a

sophisticated, multilayered process. The MLC’s methodology involves first employing the

automated use of elastic search technology provided by one or more of The MLC’s matching

vendors to pair sound recording information received from DSPs to musical work information in

See The MLC, Play Your Part, https://www.themlc.com/play-your-part.

19 of 107

The MLC’s musical works database. Next, any sound recordings not matched via the automated

process are candidates to be reviewed by The MLC’s Matching Team, which utilizes custom-built

technology and public resources to research missing data elements and make manual matches.

This manual step includes a quality-assurance process where selected Matching Team personnel

cross-check matches made by the larger team to ensure accuracy. After the manual matching and

quality assurance processes are conducted, The MLC then makes unmatched sound recording

information available in its Matching Tool (described above), to allow Members to search for and

identify sound recordings and independently propose matches. The Matching Team then manually

verifies the accuracy of each Member-proposed match.

The MLC also regularly reruns unmatched uses against subsequent monthly snapshots to

incorporate newly-submitted registration data, to see if such new data (and/or additional reviews

by The MLC) can help make any new matches. This monthly iteration is called “reprocessing,”

and as described below, The MLC’s implementation of reprocessing has improved the matching

and distribution rates over time. Reprocessing also increases the accuracy of The MLC’s matching

methodology by harnessing later obtained information for application to prior unmatched uses.

3. Additional Matching and Claiming Initiatives Going Forward

The MLC continues to invest time and resources into improving the functionality and

accuracy of its matching and claiming tools. For example, in December 2023, The MLC

announced that it had created a Supplemental Matching Network to enhance and complement The

MLC’s existing matching processes and capabilities. The Supplemental Matching Network

currently consists of a network of 5 vendors that employ complementary technologies to

20 of 107

supplement The MLC’s internal matching capabilities.

The MLC structured the network so that

it can add or replace vendors as necessary.

The MLC also continuously works to improve its ability to match sound recordings

products to the musical works they embody and help rightsholders find and claim missing shares

of the musical works they own or administer. For example, in response to user feedback, The

MLC has been working on developing the ability for Members with larger catalogs to deliver

proposed matches in bulk. The MLC is working on developing a process that will allow members

to submit large files of proposed matches. The MLC would enlist one or more of its new

supplemental matching vendors to review those files, to see if they could verify at least some of

the matches proposed by the Member in an automated manner, rather than one-by-one. If that

process proves effective, then The MLC may be able to offer Members additional options for

submitting proposed matches.

D. Match and Distribution Rates

Since its inception through the January 2024 distribution, The MLC has matched over $2

billion in blanket royalties and has achieved historically high “match rates” (i.e., the total amount

of royalties matched to registered musical works compared to the total royalties reported to The

MLC by DSPs.). The MLC has also steadily improved its initial match rates since its launch.

When The MLC began operating in 2021, the initial average match rate for 2021 usage was 83.1%.

Today, The MLC’s initial match rates range as high as 86%. By continuing to reprocess the

remaining unmatched uses, The MLC has pushed these match rates even higher. Today, The MLC

current average match rate for all usage periods is 90.3%, while its current match rates for several

individual usage periods are more than 92%. The MLC is confident that its continued efforts to

The entities comprising the Supplemental Matching Network are discussed in detail in Section IV.B, infra.

21 of 107

reprocess any remaining unmatched data, its continued work to expand and improve its matching

processes, and its engagement of additional vendors through its Supplemental Matching Network

will enable it to achieve even higher match rates in the future.

The MLC has likewise reached historically high “distribution rates,” which the NOI defines

as the ratio of total royalties distributed to Members of The MLC as a percentage of the total

royalties reported by DSPs to The MLC. The MLC’s distribution rates have also improved over

time. When The MLC began operating in 2021, its initial distribution rates were around 70%.

Today, The MLC’s initial distribution rates range as high as 76%. Thanks to reprocessing, The

MLC’s current average distribution rate for all usage periods is nearly 82%, while its current

distribution rate for several individual usage periods are now more than 85%. These distribution

rates represent a significant improvement over the rates for the usage periods completed in the last

few years before The MLC began administering the Blanket License. In fact, The MLC’s average

distribution rate for the first 12 usage periods in 2021 that The MLC administered pursuant to the

Blanket License were higher than the average distribution rates for each of the last three years of

usage administered by others before The MLC began administering the Blanket License.

The MLC’s creation of a Missing Member Lookup tool and The MLC’s outreach to

Missing Members have also helped to improve The MLC’s distribution rates. The MLC has

invested significant time and resources to identify and contact rightsholders who have not yet

registered with The MLC for whom The MLC believes it has received royalties. Thanks to these

resources and efforts, The MLC has been able to identify and connect with nearly 500 non-

Members for whom it was holding royalties and enroll them as Members. That has allowed The

MLC to distribute more than $2 million in royalties to those previously Missing Members.

22 of 107

E. Confidence Levels

The MLC does not believe that distilling its match rate confidence down to a single

numerical “score” is a reliable method of measuring accuracy. Instead, The MLC runs a number

of different analytical processes of the matches it has made and conducts systematic, regular testing

of its matches to assess their accuracy. As discussed above,

The MLC’s Matching Team

routinely tests the accuracy of the matches that its automated matching processes produce by

examining random sample sets of automated matches and then analyzing the results to determine

how incoming data quality impacts match results or how the existence of duplicate registrations

can impact the matching process. The MLC also compares the matches produced by its internal

matching processes with the matching data provided its Supplemental Matching Vendor partners

to assess the quality of the matches produced by each and to surface additional matches made by

these partners (and not made by its internal processes) that it can use to supplement the matches

produced by its internal processes. Finally, The MLC is actively working with other large CMOs

on pilot programs to exchange matching data, in order to create yet another point of comparison

that both organizations can use to assess the accuracy of their respective matches and to identify

supplemental matches. This approach of assembling multiple points of comparison offers a

compelling way for The MLC to monitor the efficacy and accuracy of its internal processes. These

efforts, along with The MLC’s continued efforts to evolve and improve its internal processes and

its continued engagement with multiple vendors that are also constantly evolving and improving

their processes, will enable The MLC to continue to improve the accuracy and efficacy of its

internal matching processes.

See Section II.C.2, supra.

23 of 107

F. Notable Trends/Patterns In Reported Usage that The MLC is Not Able to

Match

One of the ways The MLC seeks to further improve its matching and distribution activities

is to examine trends or key factors that pose obstacles to matching rightsholders to their royalties.

For example, The MLC was able to identify how match rates correlate with the amount of usage

and royalties associated with a sound recording that need to be matched. Sound recordings with

high stream counts that generate higher royalties are more likely to be matched to a work registered

with The MLC, while sound recordings with low stream counts and minimal royalties (sometimes

referred to as part of the “long tail”) are less likely to be matched – often because the works featured

in those recordings have not been registered with The MLC at all. This correlation makes sense,

since rightsholders of works embodied in sound recordings that generate minimal streams have

less of a financial incentive to complete the work registration process since those works generate

minimal royalties.

While it would have been easy to write-off these low value uses, The MLC saw an

opportunity to devise a cost-effective way to increase match rates for these sound recordings and

songs with lower stream counts and royalties. To do so, The MLC created the DURP program

(described in more detail above). This program has enabled The MLC to engage more than 70

independent distributors, aggregators, and other eligible sound recording distribution companies

and enlist their help in identifying the rightsholders for the works embodied in sound recordings

with lower stream counts. These distributors help The MLC reach the owners of the sound

recordings that they distribute and that The MLC has not been able to match, to see if they are also

the owners of the musical works embodied in those unmatched sound recordings. If they are, then

There are over 500 million unmatched sound recording products reported to The MLC that have less than one dollar

in accrued mechanical royalties across all blanket periods to date, with the average being approximately 5 cents in

accrued mechanical royalties.

24 of 107

their distributor can either help their customers connect directly with The MLC to claim and collect

their mechanical royalties or offer to administer their publishing rights if they offer that service.

By establishing these partnerships with sound recording distributors, The MLC has taken a

significant step toward improving the match rates for the works embodied in the sound recordings

these distributors distribute – many of which are in the “long tail.” The MLC believes the DURP

program is the first program of its kind anywhere in the world where a CMO has partnered directly

with sound recording distributors to help reach this segment of the industry in order to improve

the match rates for “long tail” sound recordings.

In addition to the DURP program, The MLC regularly examines DSP reporting to identify

data quality issues that may negatively impact The MLC’s matching efforts (e.g., inconsistent

reporting of songwriter information and other information concerning authorship and ownership

of the applicable rights in musical works). The MLC then works directly with the relevant DSPs

to address those issues in order to improve the quality and comprehensiveness of the data they

provide to The MLC. This regular analysis and engagement with DSPs has allowed The MLC to

address a number of data quality issues in the usage data that DSPs provide. By continuing to

analyze data trends and patterns over time, The MLC will be able to identify additional solutions

that it can implement to further improve match rates and increase the amount of royalties it is able

to distribute.

G. Overclaims and Disputes

The MLC is currently developing tools that, once released, will improve the way Members

track, manage, and resolve overclaims and disputes related to specific works in their catalogs. One

such tool will enable Members to resolve claims directly between themselves by providing them

with a way to communicate directly about works subject to overclaims and other types of disputes

and to adjust or relinquish their existing claims in order to resolve those disputes, all within the

25 of 107

Portal. To date, The MLC has solicited feedback from a number of Members about the features

and functionality they would like to see in these tools and shared prototypes of these tools for their

feedback. The MLC has also released the first set of initial filters in the Catalog section of the

Portal, which will soon enable Members to see only those works in their Catalogs that are on hold

due to overclaims or other types of disputes. The MLC is planning to release the next set of

features for these tools later this month, with more releases to follow this Spring.

H. Bulk Submissions/Updating of Rights

The MLC has developed several processes and features that Members can use to efficiently

Registration file that it makes available to all Members, with clear instructions provided through

the Portal.

This process provides an alternative to work-by-work registration for Members with

significant catalogs.

The MLC also offers its Members the alternative of registering their works using the

Common Works Registration (“CWR”) file. CWR is a globally utilized registration format

overseen by CISAC, that provides an efficient way for sophisticated rightsholders to submit

registrations for large numbers of works in a single file. The MLC offers its Members technical

setup and best practices assistance for any Members seeking to use the CWR registration process.

There is currently an industry-wide reevaluation of how data submissions are made,

including through the DDEX MWDR working group. The MLC is participating in the working

group because The MLC recognizes the importance of collaborating with other CMOs and

The MLC also has a step by step video tutorial available to demonstrate the use of the Bulk Works Registration file

available to the public. See The MLC, Work Registration, https://www.themlc.com/work-registration (linking to

video); see also The MLC, How to Register Works in The MLC Portal, YouTube (Jul. 21, 2023),

https://www.youtube.com/watch?v=sfYl5Nhe5yU.

The MLC is also piloting the use of the MWN format for works registration submissions as an additional bulk option

for rightsholders who are more familiar with ERN formats.

26 of 107

achieving industry cross-consensus, as having various data submissions across CMOs would pose

significant obstacles and create inefficiencies in submission processes. The MLC will continue to

examine all potential avenues to improving the ease of submissions, including a specific API

similar to the Public Search API, that is targeted towards registration of works with the MLC.

III. Collection And Distribution of Royalties, Including Unclaimed Accrued

Royalties

A. Distribution of Blanket Royalties

From the inception of The MLC’s Blanket License administration in January 2021 through

the March 2024 royalty distribution (which includes the initial royalty distribution for the

December 2023 usage period), The MLC has processed usage for $2.485 billion

in total royalties

at then-operative rates.

Of that total amount processed, The MLC has matched usage for $2.238

billion in royalties, resulting in $247 million of unmatched royalties. Of that matched amount,

The difference between the royalties matched by The MLC and the royalties distributed directly by The MLC is

comprised of three buckets of royalties:

(1) Royalties paid through voluntary licenses: The MMA provides that voluntary licenses take precedence over

the Blanket License, and explicitly requires The MLC to identify any royalties matched to copyright owners

who have granted voluntary licenses and not collect those royalties, since they are to be paid out directly by

the digital music provider pursuant to the voluntary license. The MLC thus matches this usage, but does not

collect or distribute the associated royalties.

(2) “Unclaimed” royalties: These are royalties where The MLC has identified the correct musical work, but the

information on where to send royalty payment. In the meantime, The MLC holds the royalties in an interest-

bearing account, and as soon as it receives the details for payment, it pays out the accrued royalties with

associated interest at the federal short-term rate. At no time does The MLC use the royalties or the interest

for its operational budget. The MLC devotes significant resources to reaching copyright owners who have

not claimed their royalties, in order to assist them with getting their royalties.

(3) Royalties “on hold”: These are royalties that are being held from distribution pending the resolution of legal

claims, ownership disputes or other review over eligibility for payment. The MLC also devotes substantial

resources to addressing Member disputes and other royalty questions, and its royalties on hold amount to less

than 1% of total royalties reported since inception.

Numerical values in this Section have been rounded to the nearest million for simplicity and clarity.

After a long delay in finalizing the Copyright Royalty Board (CRB) rates for the 2018-2022 period, new and higher

retroactive rates were published, and The MLC has recently received adjusted reporting for uses during that period

from Blanket Licensees.

27 of 107

The MLC has already distributed $2.015 billion in royalties to rightsholders, without deduction of

any fees, costs or commission.

The MLC is able to effectively process and distribute royalties

even as the number of new sound recordings available on U.S. streaming services and the amount

of the total royalty pools that DSPs report to The MLC have dramatically increased since the

Blanket License became effective.

B. Distribution of Historical Royalties

While waiting for finalized royalty rates from the CRB for the 2018-2022 period, The MLC

made meaningful progress to match and distribute historical royalties for uses that took place

during the earlier rate periods. These are the royalties that the DSPs were previously unable to

match and distribute, and which they transferred to The MLC in 2021 in accordance with the MMA.

The MLC has already distributed 87.3% of the historical unmatched royalties from the period

before 2013, and 48.4% of the historical unmatched royalties from the 2013-2017 period. Given

that these pools are comprised of older uses that the DSPs presumably attempted to match over a

longer period of time, The MLC is optimistic that it will have comparable (if not greater) success

in its matching efforts for the remaining historical unmatched pools for distribution to the proper

Following the CRB’s final determination of royalty rates for the 2018-2022 period and The

MLC’s recent receipt of adjusted reporting from Blanket Licensees that engaged in interactive

streaming activities during that period, The MLC began processing the adjusted reporting and aims

to begin distributing the additional related royalties to rightsholders later this year.

To provide a more accurate picture, The MLC distribution amount includes both directly distributed royalties as

well as royalties covered by a voluntary license, which are matched by The MLC and then refunded to The DSP for

direct payment pursuant to the voluntary license terms. Of the total amount of royalties distributed, The MLC matched

usage related to $193 million in royalties as covered by voluntary licenses between digital music providers and

rightsholders. The MMA requires The MLC to carve out and not collect those royalties, so that they can be paid by

the relevant DSPs directly to rightsholders pursuant to the voluntary license terms.

28 of 107

C. Continued Discretion To Retain Unclaimed Accrued Royalties For Further

Matching Efforts

As explained in the Designation Proposal, The MLC does not intend to “distribute the

entirety of unclaimed royalties simultaneously” and will continue “matching efforts where there is

reasonable evidence that this will result in material increases in matching success.”

The MLC’s

position has not changed. The MLC interprets Section 115(d)(3)(J)(i)(I) to provide that it has

discretion to retain unclaimed accrued royalties for longer than the statutory holding period, and it

intends to use this discretion to retain unclaimed accrued royalties to allow for additional efforts

at matching and claiming. The MLC has no current plans to make a market share distribution, as

The MLC is still focused on diligent and extensive efforts to match uses and works. As such, it

will keep unmatched usages in the matching pool for repeated attempts to match, and it remains

hopeful that these additional efforts will prove successful. When the time comes for a market

share distribution, The MLC will provide significant public notice and transparency as Congress

intended.

D. Fraud

The NOI requests information regarding “any steps that the Mechanical Licensing

Collective is taking to protect against the incidence of fraudulent ownership claims and frivolous

ownership disputes,” “whether these steps have been successful,” and “whether and to what extent

[The MLC] is working with DSPs, distributors, aggregators, or others to protect against streaming

fraud and the status of such efforts, including their success or failure.”

In line with its commitment to ensuring the integrity of its database and the accuracy of its

royalty distributions, The MLC has implemented a multi-faceted strategy for identifying and

Initial Designation Proposal at 52-54.

NOI at 5943.

29 of 107

mitigating fraudulent ownership claims. As part of this strategy, multiple internal teams monitor

incoming data for anomalies that could represent signs of fraud at every stage in The MLC’s end-

to-end distribution process, from registration through matching and then distribution.

Anomalies

detected are escalated as appropriate and reviewed with greater scrutiny. The MLC’s detection

and evaluation methods are constantly evolving to prevent bad actors from claiming royalties due

to others.

Regarding frivolous disputes, The MLC’s Ownership Dispute Policy is designed to

efficiently address ownership disputes between or among copyright owners. The policy deters

frivolous disputes by first requiring parties that initiate disputes to provide written documentation

substantiating their claim(s) within a fixed time frame.

This requirement discourages frivolity

and reduces the likelihood that parties without legitimate ownership claims can affect timely

distribution of related royalties.

Regarding streaming fraud, The MLC proactively investigates instances of potential

streaming fraud and pursues collaboration with DSPs, distributors, aggregators, and other

stakeholders within the music industry ecosystem to combat streaming fraud. Cooperation

between stakeholders is instrumental in detecting suspected fraud, verifying fraudulent activity,

addressing verified fraud, and preventing the future perpetration of fraud. While specific detection

and prevention strategies remain confidential to preserve their effectiveness, The MLC can

confirm that it is actively working to prevent diversion of royalties through streaming fraud

through its own extensive internal efforts, by engaging third-party vendors with expertise in

As part of standard fraud protection practice, The MLC does not disclose publicly exactly what it looks at to identify

or evaluate fraud, since public knowledge of such practices would undermine the fraud protection efforts.

See The MLC’s Ownership Dispute Policy (annexed hereto as Exhibit 6) at §§ 4-5; The MLC, Dispute Policies,

https://www.themlc.com/dispute-policy (linking to The MLC’s Ownership Dispute Policy).

30 of 107

detecting fraud, and by actively pursuing collaboration with other industry stakeholders. This

collaboration is essential to comprehensive streaming fraud prevention.

IV. Investments in Resources and Vendor Engagement

The NOI includes a specific query concerning investment in resources and vendor

engagement, requesting additional information concerning vendors that The MLC uses. The MLC

provides that information below.

A. HFA and ConsenSys

In 2019, The MLC entered into a third-party vendor agreement with The Harry Fox Agency

(“HFA”) and ConsenSys to provide services related to the development and support of The MLC’s

systems for usage processing, matching, and rights management. As part of the contract,

ConsenSys built the first version of the Member Portal.

Since that first version was released,

The MLC’s internal technology team has assumed responsibility for maintaining the Member

Portal and developing enhancements and new features within the Portal, while ConsenSys has

remained available to provide support to The MLC’s team if needed. HFA continues to be a vendor

of The MLC, assisting with usage processing, matching, and rights management. HFA is one of

the largest providers of musical work licensing, data management and royalty distribution services

in the country.

The MLC does not include here details on the many commodity vendors that it uses, which provide standardized

services or digital goods, such as Microsoft (general office software), Amazon Web Services (cloud storage and

compute), telephone and Internet services, utilities providers, payment processing companies, etc. The MLC also

does not include here firms providing professional services, such as accounting, audit or legal counsel. Rather, the

MLC focuses here on outside vendors that provide specialized services that are part of The MLC’s critical path

functions of royalty administration and maintenance of the musical work database. The MLC is available to provide

more information on specific commodity vendors or professional services at the Office’s request.

At the time The MLC entered into the contract in 2019, ConsenSys had a significant software and platform

development team comprised of more than 1,000 members. They had experience working with governments,

nonprofits, global enterprises and start-ups, and specific experience developing software solutions that enabled the

programmatic payment of music rights holders and a machine-readable schema for managing intellectual property

metadata.

31 of 107

B. Supplemental Matching Network

After a rigorous evaluation of over two dozen prospective vendors, which included both

qualitative evaluations based on information solicited through a Request for Information process

and a second, subsequent round of quantitative testing of a handful of prospective vendors invited

to participate in pilot programs based on their initial evaluations, The MLC selected five initial

vendors for its Supplemental Matching Network. The Supplemental Matching Network vendors

will provide data matching services that complement and enhance The MLC’s existing matching

processes and capabilities. These supplemental matching services will include attempting to match

sound recordings to underlying musical works, as well as identifying usage reported to The MLC

for products embodying the same sound recordings and works that have different metadata, which

will help The MLC to ensure that it is applying any matches it has already made to every other

sound recording product that features the same underlying recording and musical work as the

products it has already matched.

1. Blokur

Blokur is a music data and licensing platform that works with music rights owners and

online platforms to connect the world’s music to online experiences. Blokur’s platform is built on

data matching and rights identification technology designed to get rightsholders paid accurately

and makes it easier for digital platforms to unlock the power of music.

2. Jaxsta

Jaxsta is a large database of music credits that are sourced from the official owners of that

data, such as record labels, distributors, publishers and industry associations. Jaxsta’s work

recording matching service for PROs, MROs, CMOs and publishers provides matching of musical

For more information, visit www.blokur.com.

32 of 107

recordings to the underlying works and is designed to assist in the collection, payment and

reconciliation of mechanical, performance and sync royalties.

3. Pex

Pex specializes in content identification and UGC data powering copyright compliance.

Pex’s music recognition technology (MRT) is designed to identify works at scale, including

modified audio, live versions and cover versions, so rightsholders can capitalize on all of the

content they own.

4. Salt

Salt is a digital-era royalties platform for music societies, streamlining disjointed music

rights and royalty systems into one global network. Salt processes usage, matches ownership and

calculates distributions, providing societies with matching and royalty-processing infrastructure.

5. SX Works

SX Works Global Publisher Services, a SoundExchange company, provides administration

solutions to music publishers, self-published songwriters and organizations who own, represent

and/or engage with music to manage their repertoire across the music ecosystem. SX Works’ team

and technology provides partners with access to metadata to assist with ensuring that musical

works can be accurately licensed, identified and paid for their usage.

For more information, visit www.jaxsta.com.

For more information, visit www.pex.com.

For more information, visit www.saltmusic.io.

For more information, visit www.sx-works.com.

33 of 107

V. Funding

The Office requests information about (1) The MLC’s procedures to safeguard its use of

the assessment funds against abuse, waste, and other unreasonable expenditures, (2) whether The

MLC has become more efficient over time, and (3) any expenditure categories (e.g., personnel

costs, information technology, professional fees, outreach, education, communication & events,

insurance, rent, computer equipment & office expenses) that have significantly increased since

January 2021.

A. Procedures to Safeguard Use of Assessment Funds

The MLC has multiple oversight mechanisms to ensure the responsible use of assessment

funds and safeguard against abuse, waste, and other forms of unreasonable expenditures.

To begin, The MLC implements a comprehensive suite of internal controls to ensure

financial integrity and operational efficiency across all of its operations. These controls include

structured approval processes for expenditures and payments, emphasizing checks at multiple

levels to ensure accountability. Vendor and payment processes are rigorously managed, including

vendor validation and secure payment details. Financial activities undergo daily and monthly

reconciliations and reviews to maintain accuracy and transparency. Human resource and payroll

controls are in place to oversee employee-related financial transactions and compliance. Financial

planning and monitoring involve detailed budgeting and forecasting, with a focus on departmental

accountability and strategic financial management. Monitoring mechanisms exist to review and

control employee business expenses. Additionally, computer system access is structured to protect

company assets and ensure operational segregation of duties, enhancing overall security.

Beyond internal controls, The MMA requires an outside audit once every five years that

addresses the implementation and efficacy of procedures of The MLC for, among other things,

guarding against fraud, abuse, waste, and the unreasonable use of funds. The MLC timely

34 of 107

completed the first of these quinquennial audits in 2023, and has published on its website the audit

opinion.

The opinion includes that:

 The outside auditor “obtained and documented an understanding of MLC’s processes and

the related controls for initiating, authorizing, recording, processing, and

distributing/reporting royalty funds… [and] assessed that MLC’s activity-level controls of

royalty funds were effectively designed and implemented.”

 The outside auditor concluded that, “[i]n performing our audit in accordance with GAAS,

we obtained reasonable assurance that the financial statements as a whole were free from

material misstatements, whether caused by fraud or error, in accordance with AU-C

Section 240 Consideration of Fraud in a Financial Statement Audit, as issued by AICPA.”

The MLC further engages, on a voluntary basis, a qualified and independent outside auditor

to examine its books and records each year since the inception of the Blanket License at the start

of 2021. Each audit has resulted in an unqualified opinion (typically known as a “clean audit

report”) that the financial statements presented fairly the position of The MLC in all material

aspects in accordance with accounting principles generally accepted in the U.S. (“GAAP”).

Additionally, as discussed further below,

the BPAC, Audit and Compensation

Committees all provide oversight to ensure judicious use of resources and prevention of abuse,

waste, and unreasonable expenditures.

Finally, The MLC publicly discloses detailed analysis of its annual budget, annual

collective total costs, and annual expenditures applied against assessment fees collected, as well

See The MLC, Governance and Bylaws, https://www.themlc.com/governance (providing link to “Auditor Letter to

Board re MMA Audit Provision (115(d)(3)(D)(ix)(II))”).

See Section VI.B.5, infra.

35 of 107

as publicly disclosing copies of each annual IRS Form 990 filings.

B. Increasing Efficiency

The MLC is committed to continuous improvement, actively seeking ways to optimize

operations and enhance its service offerings without compromising quality or effectiveness. CMOs

typically charge an administrative fee calculated as a percentage of royalties reported/processed,

but pursuant to the MMA, The MLC does not deduct any administrative fees from royalties

reported/processed or distributed.

To allow the public to track its efficiency over time and allow for easier benchmarking and

comparison, The MLC publishes administrative fee ratios in its Annual Reports (“Fee Ratios”).

Fee Ratios are calculated by dividing the respective administrative assessment for the calendar

year by royalty metrics, with the metric most relevant for comparison with industry benchmarks

being total royalty pools reported to The MLC. These Fee Ratios for 2021 to 2023 are as follows:

Calendar

Year

Administrative

Assessment

Total Royalties Reported

To The MLC

Fee Ratio

2021 $28,500,000 $637,991,531 4.23%

2022 $29,355,000 $738,498,735 3.97%

2023 $32,900,000 $1,072,673,012 3.07%

These Fee Ratios for 2021 and 2022 were published in the respective Annual Reports.

As The MLC’s CEO explained to Congress in 2023:

The MLC has [] quickly become a historically cost-effective collective

management organization. If you measure our operational budget as a percentage

of the total royalty pools we process – which is the most standard industry method

for assessing efficiency – our administrative costs in 2022 represented less than 4%

of total royalty pools that we processed. To my knowledge, no other collective

See The MLC, Governance and Bylaws, https://www.themlc.com/governance.

See The MLC, Governance and Bylaws, 2021 Annual Report, Appendix at 10 (2021) and 2022 Annual Report,

Appendix at 12 (2022), https://www.themlc.com/governance.

36 of 107

management organization has ever reported an administrative cost percentage less

than 5%, and most similar organizations around the world report percentages

between 10% and 20% or more. By this measure, The MLC is the most efficient

collective management organization in the world, and I expect that our efficiency

will continue to improve in the coming years.

The above Fee Ratio for 2023 is being released publicly for the first time in this submission,

and it reveals an even further decrease in an administrative fee ratio that was already at an industry-

leading low. As these numbers reflect, The MLC’s overall efficiency is strong and has improved

over time.

C. Expenditures

The NOI requests information on any “expenditure categories (e.g., personnel costs,

information technology, professional fees, outreach, education, communication & events,

insurance, rent, computer equipment & office expenses) that have significantly increased since

January 2021.”

Expense categories that have increased since January 2021 beyond the rate of inflation are

explained primarily by two contextual factors. First, at the beginning of 2021, The MLC was still

in the process of standing-up many of its internal teams and, as such, was not yet fully

staffed. Second, at the beginning of 2021, the COVID-19 pandemic was still significantly

disrupting in-person activities across the world, preventing The MLC (like so many other

organizations) from incurring costs for travel and in-person activities. Each of these facts is

described in more detail below.

Kris Ahrend, Written Testimony at 8, “Five Years Later – The Music Modernization Act,” Field Hearing, Subcomm.

on Courts, Intell. Prop. & the Internet, of the H. Comm. on the Judiciary (Aug. 11, 2023) (“Ahrend QFR Responses”),

https://docs.house.gov/meetings/JU/JU03/20230627/116155/HHRG-118-JU03-20230627-SD013.pdf.

NOI at 5944. For the purposes of this question, The MLC does not consider incremental increases in line with

inflation or cost of living as significant increases. Regularly increasing costs are anticipated by the agreed

administrative assessment terms, which provide for annual increases based on the Employment Cost Index (although

capped at 3%).

37 of 107

With respect to the first factor, while The MLC was able to build the core systems and

administrative processes needed to be in a position to begin administering the Blanket License on

time, The MLC was still in the process of building the teams that it would need to manage those

systems and processes. The MLC had less than 50 employees at the start of 2021, whereas The

MLC now has more than 100 employees. As a result, overall staffing expenses have significantly

increased since January 2021 as The MLC has continued to build out its internal teams by hiring

new team members.

With respect to the second factor, the COVID-19 pandemic prevented The MLC from

conducting numerous activities that The MLC would have otherwise conducted from the outset.

For example, from March 2020 until well into 2022, the pandemic prevented significant in-person

outreach and educational programs and activities. During this period, The MLC engaged in these

activities exclusively on a virtual basis in order to best fulfill the MMA’s mandates under the

circumstances. As limits on in-person activities relaxed, The MLC pivoted to add more outreach

and education through hosting and participating in in-person events. With this additional work,

expenses in connection with in-person events all increased commensurately.

Aside from the increases driven by the factors discussed above, The MLC has not seen

significant increases in expenses. For example, the increase in The MLC’s expenses for

technology services and professional fees have been in line with or below the rate of inflation since

2021. All of that said, The MLC stresses that the reasonableness of its costs cannot be assessed

solely using year-over-year metrics. While The MLC always strives to be efficient in managing

costs, there may yet be substantial expenses for new activities or the expansion of existing activities

that The MLC will need to incur in order to discharge its statutory functions effectively. The

Beyond these categories, The MLC also saw a rise in insurance costs in 2022 due to insurance carrier price increases

for essential policies. This increase did not continue in 2023, again due to independent changes in carrier pricing.

38 of 107

measure of any such spending increases must first consider The MLC’s statutory mandate and the

operational needs flowing from that mandate that are driving any such increased spending. The

MLC carefully evaluates all of its operational expenditures to ensure they are reasonable and are

driven by The MLC’s responsibility to fulfill its statutory mission and deliver tangible benefits to

stakeholders.

Notably, in 2022, The MLC requested an increase in the administrative assessment starting

in 2023 because it believed that such an increase was needed to enable it to fulfill important

statutory functions. To support this request, The MLC assembled a detailed set of data, supporting

information, and explanations for the increase, which it then presented to the BPAC, the Board

and then the DLC, to justify the requested increase in funding. They all agreed that the increase

proposed by The MLC was reasonable and the DLC jointly submitted a petition with The MLC to

the CRB to implement this increase in the administrative assessment, which the CRB subsequently

approved.

VI. Governance

A. Bylaws

Pursuant to Section 115(d)(3)(D)(ii), The MLC published its bylaws on its Governance

web page in May 2020 (“Bylaws”).

A copy of these Bylaws is annexed hereto as Exhibit 3.

These Bylaws have remained available to the public on the same web page on The MLC’s website

since its initial publication. There have been no amendments to these publicly-available Bylaws,

and in the event that there are any amendments in the future, any such amended bylaws will also

be published on The MLC’s website where they will be available to the public.

See The MLC, Governance and Bylaws, Bylaws of the Mechanical Licensing Collective,

https://www.themlc.com/governance (“Bylaws”).

39 of 107

B. Board and Committees

The MLC is governed by its Board of Directors (the “Board”). The Board oversees the

business and affairs of The MLC subject to the oversight of the Register of Copyrights under the

general supervision of the Librarian of Congress. As required by Section 115(d)(3)(D)(i), the

Board consists of seventeen directors (“Directors”), including fourteen voting Directors and three

nonvoting Directors. As described below, the Board reflects a broad diversity of stakeholders who

bring experience and commitment to fulfill The MLC’s mission and the MMA’s vision, and who

deserve considerable credit for the success of The MLC to date.

1. Board Composition

a. Professional Songwriter Directors

Pursuant to Section 115(d)(3)(D)(i)(II), the Board includes four voting members who are

professional songwriters who have retained and exercise exclusive rights of reproduction and

distribution with respect to Section 115 covered activities with respect to musical works that they

have authored (the “Songwriter Directors”). The Songwriter Directors bring knowledge and

experience extending well beyond the creation of extraordinary songs, including significant

expertise with regard to the licensing of musical works and the collection, distribution, and

accounting of royalties for the use of musical works.

The Songwriter Directors are:

 Kara DioGuardi (Board Secretary). Kara DioGuardi is a songwriter, producer,

entrepreneur, author, music publisher, record label owner and former “American

Idol” judge whose songs have garnered 11 GRAMMY nominations and 23 BMI

Awards (including 2007 BMI Pop Songwriter of the Year). She is also a recipient

of the 2009 NMPA Songwriter Icon Award and the 2011 NAMM Music for Life

Award. Kara has collaborated with some of the most iconic pop music artists in

the world, including P!nk, Katy Perry, Celine Dion, Kelly Clarkson, Britney Spears,

Miley Cyrus, and Demi Lovato, among many others. Her credits include more than

320 songs released by major labels, 150 of which landed on RIAA Platinum albums,

and more than 50 charting singles, cumulatively surpassing one billion streams.

A trailblazer for women in the male-dominated field of music publishing, Kara

40 of 107

founded Arthouse Entertainment two decades ago with her business partner

Stephen Finfer. The company evolved from publishing Kara’s songwriting catalog

into a home for long-term artist development in the songwriting space, building

careers for three-time GRAMMY-nominated artist/songwriter Ingrid Andress, new

pop sensation GAYLE, and acclaimed songwriter/artist Jon Bellion (Justin Bieber,

Miley Cyrus, Dua Lipa, Halsey, Maroon 5) to name a few. In addition to the

aforementioned artists’ catalogs, Arthouse’s past and present copyrights include

hits from Bruno Mars, Eminem, Chris Brown, Halsey, Rosé, Christina Aguilera,

Chloe x Halle, Camila Cabello, Carrie Underwood, Jason Derulo, Florida Georgia

Line, Morgan Wallen, Charli XCX, Fletcher, Kesha, and many more. Kara also

owns Arthouse Records, which is a joint venture with Atlantic Records and home

to Ingrid Andress, GAYLE, Baby Fisher and Rowan Drake.

Kara has played several roles throughout her career in the music industry, including

music producer and record label executive and owner. As Executive Vice President

at Warner Brothers Records, she signed RIAA platinum artist Jason Derulo.

Outside of the music industry, she is a published author and Broadway actress,

starring in 2011 as Roxie Hart in the Tony Award-winning revival of Chicago.

Kara continued a love for developing new talent as a judge on seasons 8 and 9 of

the hit FOX show, “American Idol.” She continued to coach budding songwriters

as the Herb Alpert Visiting Scholar at Berklee College of Music, where she taught

from 2013-2023. A steadfast believer in the power of music and the arts, Kara

created and funded the Phoenix Rising Music Program at Phoenix House, a non-

profit organization dedicated to leading individuals, families and communities

affected by addiction from disrupted to productive lives. As part of the program,

she oversaw the construction of five recording studios at various Phoenix House

locations. In 2016, Kara co-founded Inspired Nation, a non-profit that aims to give

young aspiring artists a platform to tell their stories. Through various programs,

Inspired Nation seeks to develop their voices, empower them, and give them the

ability to help others in their generation. All of the proceeds from Inspired Nation’s

singing competitions benefit youth-focused charities. In 2020, she cofounded

briidge, a music app and networking platform that helps connect music creators

based on their skillset, location and personality. With briidge, she aims to take down

the walls between creators so they are more empowered, educated and connected

as they build their own careers.

 Oak Felder. Oak Felder is a GRAMMY-winning, genre-spanning songwriter and

producer who has written hit songs with and for Lizzo, John Legend, Nicki Minaj,

Demi Lovato, Alessia Cara, Rihanna, Britney Spears, Jennifer Lopez, Ariana

Grande, Mary J. Blige, Miley Cyrus, Alina Baraz, Jason Derulo, Drake, Miguel,

Alicia Keys, Usher, Jessie J, The Chainsmokers, Kehlani, Mabel and Big Sean,

among others. Oak is one of the most sought-after producers and writers in hip-

hop and pop music, and has produced and co-written multiple albums and singles

that have reached No. 1 on Billboard charts. Oak has a degree in network

technologies and artificial intelligence.

 Kevin Kadish (Board Vice Chair). Kevin Kadish is a three-time GRAMMY-

nominated songwriter, producer, engineer, and multi-instrumentalist responsible

41 of 107

for co-writing, recording, producing, and mixing Meghan Trainor’s 2014 debut

album Title, including the hits, “All About That Bass,” “Lips Are Movin’” and

“Dear Future Husband.” Kevin has also contributed to a number of popular

recordings by artists such as Willie Nelson, Rob Thomas, Jason Mraz, Miley Cyrus,

Garth Brooks, Stacie Orrico, Morgan Wallen and more. Kevin worked his way

from the bottom of the music business to the top and realizes the importance of

every step along the way. Since 2014, Kevin has used his accomplishments as a

platform to advocate for songwriter and producer rights. He has served as co-chair

of The Recording Academy Nashville Chapter P&E Wing (two terms) and on

Congressional roundtables for songwriter advocacy that aided in the creation and

passage of the MMA. Kevin also participated in GRAMMYs On The Hill, has

been an advocacy panelist at the ASCAP EXPO, and started the artist development

company, Starts With Music, LLC, with three-time GRAMMY-winning producer-

songwriter Nathan Chapman (Taylor Swift, Keith Urban, Lady A, etc.) to help

young artists realize their full potential. Kevin decided to join The MLC’s Board

because he wanted “to be a voice for songwriters inside The MLC” and “to draw

from [his] experiences and years as an independent songwriter to help ensure that

the guidelines and portal were addressing the ‘real world’ needs of every songwriter

and not just what industry professionals think a songwriter needs and how they

should interface with the organization.”

 Troy Verges. Troy Verges is a GRAMMY-, CMA-, Oscar-, Billboard- and

Golden-Globe-nominated songwriter who has penned numerous chart-topping

songs that have solidified his status as a legitimate hitmaker. Renowned for his

versatility, Verges has tasted success writing for pop, country, folk, rock, film,

television, and a variety of international stars. He is best known for the string of

giant country hits he has written over his career, including “Wasted” for Carrie

Underwood, “Shotgun Rider” for Tim McGraw, “Beer Money” and “Running For

You” with Kip Moore, “Wanted” and “I Want Crazy” with Hunter Hayes, “Blessed”

for Martina McBride, “Day Drinking” with Little Big Town, “Who I Am” for

Jessica Andrews, and “You Save Me” for Kenny Chesney. The diverse list of other

artists that have recorded his songs includes Taylor Swift, Backstreet Boys, Keith

Urban, Bon Jovi, Faith Hill, Jason Aldean, Brantley Gilbert, Carly Pearce, Steven

Tyler, Paulina Rubio, Brandi Carlile, Celine Dion and Brothers Osborne, among

many others. He has been named BMI, Nashville Songwriters Association

International (“NSAI”), and Music Row’s Writer of The Year at different points

over his career. Beyond his musical skills, Verges has shown a deep dedication to

songwriter advocacy. He currently serves on the boards of directors for both NSAI

and The Bluebird Cafe.

b. Music Publisher Members of the Board

Pursuant to Section 115(d)(3)(D)(i)(I), the Board also includes ten voting members who

are representatives of music publishers to which songwriters have assigned exclusive rights of

reproduction and distribution with respect to Section 115 covered activities, none of which is

42 of 107

owned by, or is under common control with, any other Board member (the “Publisher Directors,”

and together with the Songwriter Directors, the “Voting Directors”). The Bylaws further divide

the ten music publisher seats into five seats for representatives of the largest five publishers

and

five seats for representatives of independent publishers.

The Voting Directors thus represent the

three main types of licensors whose rights The MLC is now exercising: songwriters who self-

administer, independent publishers, and the largest publishers.

The Publisher Directors are a diverse group of individuals, ranging from representatives of

small, independent publishers to representatives of large, global publishers with catalogs of several

million songs. Each Publisher Director brings to The MLC extensive experience, and together

they deliver a tremendous diversity of individual insights. The Publisher Directors include

individuals who, in addition to their decades of music publishing experience, are songwriters,

educators, writers, attorneys, business school graduates, board members of independent music

publisher trade organizations, digital technology and operations experts, and individuals with deep

business experience with record labels, collective management organizations, and technology

companies.

The Publisher Directors are:

 Michael Abitbol (Sony Music Publishing). Michael Abitbol is Senior Vice

President, Head of US Digital for Sony Music Publishing, where he oversees all

Pursuant to the Bylaws, each of the five publishers with the five respective greatest licensor market shares among

all publishers (each a “Class C Publisher”) may express written interest to the Board in becoming a Class C Member.

See Ex. 3, Bylaws, at § 2.2(c). Following each determination of the Board that a publisher has become a Class C

Member, the employee of such Class C Member that occupies the position of Mechanical Licensing Collective Liaison

(“Collective Liaison”) with such Class C Member is recommended to the Librarian of Congress for appointment to

become an ex-officio Publisher Director. See id. at § 4.2(b)(2)(i). If the Register of Copyrights approves and the

Librarian of Congress appoints such Collective Liaison, the Collective Liaison becomes an ex-officio Publisher

Director. See id.

These five Publisher Directors (the “Term Publisher Directors”) are recommended to the Librarian of Congress for

appointment by a vote of Class B Members. See Ex. 3, Bylaws, at § 4.2(b)(2)(ii). Class B Members are publishers

with a licensor market share of at least five one-thousandths of one percent (0.005%) (“Class B Publisher”) that have

been approved by the Board upon expressing written interest to the Board in becoming a Class B Member. See id. at

§ 2.2(b).

43 of 107

aspects of Sony Music Publishing’s US digital business and strategy. In his role,

Abitbol manages the negotiation of commercial deal terms for the exploitation of

Sony Music Publishing’s catalog in various digital formats, drafts agreements and

directs and oversees digital enforcement matters. Prior to joining Sony Music

Publishing in 2012, Abitbol worked at EMI Music Publishing for five years heading

its US digital business. Prior to working at EMI, Abitbol was an associate at Davis

& Gilbert LLP for seven years, where he drafted and negotiated various

entertainment and advertising-related agreements and advised clients with respect

to intellectual property-related issues, including copyright, trademark and rights of

privacy and publicity. Before practicing law, Abitbol worked for 21st Century

Artists, a music management company based in New York City, where he handled

the day-to-day management of various music groups and where he was primarily

responsible for the production and routing of various live tours. After leaving 21st

Century Artists, Abitbol ran his own artist management company for 3

years. Abitbol has also been a drummer in several college bands, and was a DJ for

the George Washington University radio station for 4 years. Abitbol also serves as

a member of the Canadian Publisher Committee of CMRRA.

 Jeff Brabec (BMG). Jeff Brabec is Senior Vice President of Business & Legal

Affairs at BMG Rights Management (US) LLC (“BMG”), the fourth largest music

publisher in the world with over three million copyrights. Brabec has decades of

experience in music publishing and teaches courses in music publishing, licensing,

and contracts for film and TV scoring and song at USC’s Thornton School of Music,

where he is an adjunct professor, and music publishing at Berklee College of Music,

where he has been a guest lecturer. Brabec is the co-author of the best-selling

book MUSIC, MONEY, AND SUCCESS: The Insider’s Guide to Making Money in

The Music Business (8th Edition (2018) / Schirmer Trade Books/Music Sales), as

well as the “Music Publishing” chapter of the 2018 Juris Publications multiple

volume treatise The Essential Guide to Entertainment Law. He has been awarded

the “Deems Taylor Award” for Excellence in Music Journalism, The Texas Star

Award by the Entertainment & Sports Law Section of the State Bar of Texas for

Outstanding Contribution and Achievement in the Field of Entertainment Law, the

2019 California Copyright Conference Apollo Award honoring leadership and

achievement in the music industry and the 2023 Association of Independent Music

Publisher (AIMP) Award “Honoring Jeff Brabec for his support of Songwriters and

Publishers.” He is also a contributing editor to the Entertainment Law &

Finance magazine and has written and continues to author numerous articles on the

music industry for publications such as New York Law Journal, Advertising Age,

The Hollywood Reporter, and Entertainment and Sports Lawyer. Brabec speaks at

numerous conferences, universities, and law schools about the business of music

publishing, including for the American Bar Association (ABA), SXSW, Beverly

Hills Bar Association, Society of Composers and Lyricists (SCL), California

others. Brabec has also worked at Chrysalis Music Group, Polygram Music Group,

Welk Music Group, Arista Music, Interworld Music Group, and ASCAP, and is a

graduate of NYU School of Law and a former songwriter and recording artist.

44 of 107

 Bob Bruderman (Kobalt). Bob Bruderman is Executive Vice President of Global

Digital Business at Kobalt Music Group (“Kobalt”). He is responsible for leading

the digital commercial partnership, strategy, and licensing efforts globally for

Kobalt, working with a wide range of start-up digital services as well as with

established players, including Amazon, Apple, Meta, Pandora, Peloton, Snap,

Soundcloud, Spotify, TikTok, and YouTube, among many more. Bruderman is a

central player in the execution of Kobalt’s mission, which is to make the music

industry more fair and rewarding for creators, emphasizing freedom and

transparency with its innovative technology providing data to creators, and

allowing them to manage rights and royalties directly. He also works closely with

a number of industry groups to ensure the intellectual property interests of

songwriters and artists are protected. He is a founding member of the DDEX

Licensing Group. Prior to joining Kobalt in 2013, Bruderman held a wide range of

roles during his 11 years at Sony Music Entertainment.

 Tim Cohan (peermusic). Tim Cohan is the Chief Counsel for peermusic, the

world’s largest global independent music publishing company, under continuous

family ownership since 1928 with a catalogue of hundreds of thousands of musical

works across all genres. Mr. Cohan and his staff provide centralized legal and

business affairs support to the firm’s 39 offices in 32 countries, in the course of

which he negotiates, drafts, and oversees a range of songwriter, catalogue

acquisition, licensing, joint-venture, sub-publishing, and other agreements. Mr.

Cohan also plays a key role in the firm’s strategic and policy initiatives, including

legislative advocacy, corporate transactions, and peermusic’s global digital music

licensing strategy. Since joining the company as in-house counsel in 2011, Mr.

Cohan has been an active representative of peermusic in the industry, including

four years as a board member of the L.A. Chapter of the Association of Independent

Music Publishers. Mr. Cohan received his B.A. from Williams College and his J.D.

from Columbia Law School.

 Alisa Coleman (ABKCO Music & Records) (Chair of the Board). Alisa

Coleman is the Chief Operating Officer of ABKCO Music & Records, Inc.

(“ABKCO”), overseeing the day-to-day operations as well as the business

development and global licensing of the music publishing, record, and film catalogs

for one of the foremost independent entertainment companies in the world. Joining

ABKCO in 1985 as an assistant in the licensing and royalty departments, Coleman

has gone on to work in every division of the company. In 2016, she was named the

company’s first COO. During her tenure at ABKCO, she has greatly expanded the

exposure of the company’s legendary catalogue, increasing its reputation and value,

and is known for her innovative deal structures that focus on the long-term value

of intellectual property and licensing partnerships. Coleman is also the former

president of the New York Chapter of the AIMP; a current member of NARAS,

AIGA, NYWIFT, CMA, ACM, CSUSA, the National Arts Club; and a lifetime

member of the Songwriters Hall of Fame. She has been named to Billboard’s “Top

Indie Players,” “Top Digital Players” and “Top Women in Music” lists, and was

featured in a Music Business Worldwide article as part of their series on “Inspiring

Women.”

45 of 107

 Scott Cutler (Pulse). Scott Cutler is the CEO and founding partner of PULSE

Music Group (“Pulse”) and an award-winning songwriter, musician, and

producer. Named to Billboard’s Power 100 in 2020 and Billboard’s “Indie Power

Players” list in 2018, he has been at the helm of one the music industry’s fastest-

growing independent companies, amassing a combined sixty BMI and ASCAP

song awards and more than twenty billion music streams. As a songwriter and

producer, Cutler co-wrote “Torn,” made famous by Natalie Imbruglia, and “Listen”

from the film adaptation of Dreamgirls, and has collaborated with Madonna,

Beyoncé, Katy Perry, Miley Cyrus, Sinéad O’Connor, and Kelly Clarkson, among

others.

 David Kokakis (Universal Music Publishing Group). David Kokakis is Chief

Counsel of Universal Music Publishing Group (“UMPG”), where he has worked

for over a decade. He oversees the company’s global digital initiatives, business

development strategies, contract negotiations, and litigation matters. He serves in

a dual role with Universal Music Group’s recorded music division as Chief Counsel

for Digital Rights Management, where he oversees efforts to maximize strategy and

digital revenues for publishing and recorded music. He has led UMPG’s

negotiations both with digital licensees such as Amazon, Apple, Facebook, Pandora,

Spotify, Google, and YouTube, and with leading global artists and

songwriters. Prior to his work with UMPG, Kokakis was a partner in a media

company that developed and managed businesses across many sectors of the

entertainment industries, including book publishing, reality television production,

music and sports talent management, consumer product development and corporate

branding. He also practiced entertainment law for several years at various firms,

including Greenberg Traurig, was the COO of a media company that managed radio

and music properties, and owned and operated restaurants and bars in New York

City. He has also served as a board member of the Canadian Music Publishers

Association.

 Rell Lafargue (Reservoir) (Board Treasurer). Rell Lafargue is Reservoir’s

President and Chief Operating Officer, overseeing all aspects of the company’s

day-to-day operations in New York, Los Angeles, Nashville and London. When

Lafargue joined Reservoir at its inception, the company represented four

songwriters and 2,000 songs. Building on over twenty years of industry experience,

Lafargue built the company’s infrastructure, established its administration systems,

and developed the international network that oversees Reservoir’s copyrights to this

day. Under Lafargue’s direction, Reservoir has grown to represent over 3000

songwriters and over 150,000 compositions worldwide. Prior to his time at

Reservoir, Lafargue was Vice President at TVT Records and TVT Music

Publishing, where he worked with artists including Nine Inch Nails, Lil Jon, Snoop

Dogg, Scott Storch, and Pitbull. Lafargue also serves on the boards of the

International Confederation of Music Publishers (ICMP) in Brussels and Music

Publishers Canada, working to promote the interests of music publishers and their

songwriting partners worldwide. Beyond his career in music publishing, Lafargue

is an accomplished producer, performer, arranger, software consultant and

university lecturer. He holds a master’s degree in Music Business and

Entertainment Industries from the University of Miami.

46 of 107

 Claire McAuley (Warner Chappell Music). Claire McAuley is Executive Vice

President of Global Rights Management at Warner Chappell Music

(“WCM”). During her time at WCM, McAuley has overseen the publisher’s

worldwide administration operations, focusing on proactively maximizing

songwriters’ revenue by improving the publisher’s technology, streamlining its

processes, and partnering with players in the global music economy. She has

worked in music publishing since 2006 when she joined BMG, shortly after her

graduation from Berklee College of Music. Her previous roles have included

positions at UMPG, Apple’s exclusive ad agency TBWA/Media Arts Lab, and the

UK Music Publishers Association. She has also held a directorship at a small,

independent publisher and worked in a consultancy capacity, creating business

strategy for an independent sync supervision agency and music production

company in London. She is a passionate advocate of professional development

within the industry, regularly contributing to panel discussions and training

programs on music publishing. She also serves on the boards of the Music

Publishers Association and Delic, a start-up music collaboration and release

platform.

 Mike Molinar (Big Machine Music). Mike Molinar is the President and co-

founder of Big Machine Music, a division of HYBE America. BMM is an

independent, full-service music publishing company with offices in Nashville and

Santa Monica. He oversees all aspects of BMM, which has ranked in the Top 10

in Billboard’s “Hot 100 Publishing Corporations” and “Top Country Publishing

Corporations” year-end lists. Molinar has twenty-seven years of experience in

music publishing exclusively at independent companies such as Starstruck Writer’s

Group, Cal IV Entertainment, and Effusion. He also serves on the boards of the

National Music Publishers Association (“NMPA”), Music Health Alliance,

Academy of Country Music and the Country Music Hall of Fame Education

Council. He is a member of the CMA, ACM and The Recording Academy, as well

as a member of the 2021 cohort of Harvard Business School’s Young American

Leaders Program. A second-generation immigrant of Mexican descent from El

Paso, Texas, Molinar decided to join The MLC’s Board because he wants “to make

sure small publishers, administrators and independent songwriters understand and

can use The MLC to receive the hard-earned income they deserve to earn from their

works.”

c. Nonvoting Members of the Board

Pursuant to Section 115(d)(3)(D)(i)(III)-(V), the Board also includes three nonvoting

members representing trade organizations for music publishers, songwriters, and digital music

47 of 107

providers, respectively (the “Nonvoting Directors”). Together, the Nonvoting Directors represent

The MLC’s three core stakeholder groups.

Specifically, Section 115(d)(3)(D)(i)(III) requires that one Nonvoting Director “be a

representative of the nonprofit trade association of music publishers that represents the greatest

percentage of the licensor market for uses of musical works in covered activities, as measured for

the 3-year period preceding the date on which the member is appointed.” Danielle Aguirre,

Executive Vice President and General Counsel of the National Music Publishers’ Association

(“NMPA”), represents the NMPA as a Nonvoting Director. Aguirre is in charge of the NMPA’s

policy, legal, and business affairs, including the negotiation of model industry license agreements

and the management of Copyright Royalty Board proceedings. Aguirre was instrumental in the

creation and passage of the MMA, including in bringing together the many stakeholders to find

the common ground that became the final bill.

Section 115(d)(3)(D)(i)(IV) requires a second Nonvoting Director to “be a representative

of the digital licensee coordinator.” Graham Davies represents the Digital Licensee Coordinator

(“DLC”) as a Nonvoting Director pursuant to this provision. Davies is the President and CEO of

the Digital Media Association (DiMA). Prior to joining DiMA, Davies was CEO of The Ivors

Academy. With a history as a musician and songwriter advocate, Davies’ passion for education

led him to relaunch The Ivors Academy Trust as a charity supporting projects such as TheWRD

creative entrepreneurship course, and awards to increase access and diversity for

musicians. Graham also established the Credits Due campaign, seeking improvements in how

song data is managed. Prior to his work as a songwriter advocate, Davies was part of the senior

leadership of PRS for Music collecting society where he delivered innovative digital licensing and

administration strategies, including the set-up of the International Copyright Enterprise (ICE).

48 of 107

Davies has served on the board of UK Music, the Council of Music Makers and British Copyright

Council.

Section 115(d)(3)(D)(i)(V) requires a third Nonvoting Director to “be a representative of a

nationally recognized nonprofit trade association whose primary mission is advocacy on behalf of

songwriters in the United States.” Bart Herbison represents the NSAI as Nonvoting

Director. The NSAI is the world’s largest not-for-profit songwriters trade organization and

advocacy group dedicated to the songwriting profession. Established in 1967, the

NSAI’s membership of nearly 4,000 spans the United States and many other countries. With more

than 100 chapters, the association serves aspiring and professional songwriters in all genres of

music. The NSAI’s Executive Director, Herbison, has been a tireless advocate for songwriters for

over twenty years. Among his many accomplishments, Herbison played key roles in the passage

of the landmark Songwriters Capital Gains Tax Equity Act of 2006, the passage of the MMA, and

in multiple CRB proceedings representing songwriters and copyright owners, and also helped

create the first-ever copyright infringement group insurance plan for songwriters and music

publishers.

2. Board Service

The active participation of The MLC’s Board members serves as a cornerstone of effective

governance within the organization. As discussed above,

the members of the Board bring a

wealth of industry expertise, diverse perspectives, and a shared commitment to advancing The

MLC’s mission of facilitating fair and transparent licensing and royalty distribution for music

creators and rightsholders. Through their active engagement, Board members contribute valuable

See Section VI.B.1, supra.

49 of 107

insights, guidance and oversight to ensure that The MLC operates efficiently, ethically and in

accordance with its statutory obligations.

The Bylaws mandate that there be an Annual Board Meeting and at least one other regular

meeting of the Board during each calendar year.

Since its inception, the Board has exceeded this

requirement, convening on a monthly basis in 2019 and 2020, and an average of seven times per

year from 2021 through 2023. As discussed further below,

numerous Board members also serve

on committees, contributing additional time towards The MLC’s mission. No Board member is

employed by The MLC or otherwise receives compensation for their Board or committee service.

3. Board Diversity Report

As part of The MLC’s commitment to diversity, equity and inclusion, section 4.8 of the

Bylaws calls for a biennial Board Diversity Report that “address[es] the extent to which the Board

fully and fairly represents the whole music publishing and songwriting communities,”

“specifically note[s] any actual or potential concerns or shortcomings,” and “address[es] diversity

in such areas as gender/race/ethnicity, income, musical genre, geography and expertise/experience.”

A copy of the Board Diversity Report for 2022 is annexed hereto as Exhibit 4.

4. Statutory Advisory Committee Composition and Selection Process

Each of the three statutory advisory committees mandated in Section 115(d)(3)(D)(iv)-(vi)

(the “Advisory Committees”) convene regularly, and The MLC regularly meets with the members

of all of the Advisory Committees to provide operational updates and solicit feedback. The

Advisory Committees are discussed in detail below.

See Ex. 3, Bylaws, at § 5.1

See Sections VI.B.4-5, infra.

The NOI requests the results of the Board Diversity Report for 2021 and 2023. NOI at 5944. Note that the first

Board Diversity Report issued in 2022, and the next report is due to issue later this calendar year.

50 of 107

a. Dispute Resolution Committee (“DRC”)

The DRC was established pursuant to the MMA to “establish policies and procedures... for

interests in musical works licensed under this section and allocation and distribution of royalties

by [The MLC], subject to the approval of the [Board].”

The DRC has ten members, five of

whom are professional songwriters whose works are used in covered activities, and five of whom

are representatives of musical work copyright owners, as required by Section 115(d)(3)(D)(vi).

The current members of the DRC are:

Professional Songwriter Members

 Aimée Allen (Committee Vice Chair). Award-winning jazz vocalist and

composer/lyricist Aimée Allen is known for her soulful, lyrical original jazz

compositions that move audiences and provoke thought. She has released several

self-produced critically acclaimed albums that have charted on national radio. Her

original songs have been licensed for television and feature film. Allen performs

extensively in the New York metropolitan area and tours in the U.S. and abroad. In

2021 she received a South Arts Jazz Road Grant for a 6-state tour in the U.S. Her

latest release, Love and the Catalyst, was nominated for a 2023 NAACP Image

Award for Outstanding Jazz Vocal Album and her compositions from the project

were shortlisted for the 2022 International Songwriting Competition. Allen has

been named a Rising Star Jazz Vocalist on Downbeat Magazine’s Annual Critic’s

Poll, and in 2023, Allen was the recipient of a Chamber Music America New Jazz

Works grant to write new original music for her trio.

 Gary Burr. Gary Burr is a Nashville Songwriter Hall of Fame member from

Meriden, CT. He has been an ASCAP, Billboard and NSAI Country Songwriter of

the Year and has written fourteen #1 hits. Burr has had songs recorded by Faith

Hill, Garth Brooks, Carole King, Ringo Starr, Reba McEntire, LeAnn Rimes,

Christina Aguilera, Ricky Martin, Kelly Clarkson and many others. He has released

three solo records and is a member of the group Blue Sky Riders along with Georgia

Middleman and Kenny Loggins.

 Amanda Green (President, Dramatists Guild of America). Amanda Green is a

Tony-nominated lyricist and composer. Her Broadway credits include: On The

Twentieth Century (Additional Lyrics), starring Kristin Chenoweth and Peter

Gallagher; Hands On A Hardbody (Lyrics, Co-Composer), working with guitarist

Trey Anastasio and Doug Wright; Bring It On (Co-Lyricist), working with Lin

Section 115(d)(3)(K).

51 of 107

Manuel Miranda, Tom Kitt, and Jeff Whitty (Tony Award Nomination for Best

Musical, Drama Desk Nomination for Lyrics); and High Fidelity (Lyrics), working

with Tom Kitt and David Lindsay-Abaire. Her television credits include: Peter

Pan Live (NBC; Additional Lyrics), starring Christopher Walken and Allison

Williams; The Kennedy Center Honors 2014 (CBS; Special Lyrics), for the Tom

Hanks Tribute; and The Wonder Pets (Nick, Jr). Green writes songs with and for

Trey Anastasio for his bands PHISH and TAB. Also a performer, she and

Broadway friends perform her songs at nightclubs and theaters around New York

City (Birdland, 54 Below, Joe’s Pub, Second Stage Theatre, etc.). Green is the first

woman to win the Frederic Loewe Award for Outstanding Composition from the

Dramatists Guild. Green has received a Tony Award Nomination for Best Score,

two Drama Desk Award Nominations for Music & Lyrics, and the Outer Critics

Circle Nomination for Best Score. She is the winner of two MAC Awards, the

Jonathan Larson Award from the American Theater Wing, and the Abe Olman

Award from the Songwriters Hall of Fame. Green is an alumna of the BMI Musical

Theater Workshop and a graduate of Brown University and the Professional Actors

Training Program at Circle in the Square.

 David “DQ” Quiñones. Songwriter David “DQ” Quiñones attended Shenandoah

Conservatory for music education and opera studies before attending Berklee

College of Music where he studied music production and engineering. He has an

extensive studio resume in vocal production and arrangements and has written most

notably for Beyoncé, Brandy, The Pussycat Dolls and Enrique Iglesias.

 Jennifer Schott. Pittsburg, Kansas, native Jenn Schott has been writing songs in

Nashville for nearly 25 years. Schott co-wrote Tim McGraw’s #1 hit single, “7500

OBO” which also received the coveted “10 Songs I Wish I’d Written” Award from

the Nashville Songwriters Association. She also co-wrote the title track of

McGraw’s GRAMMY nominated album, “Two Lanes of Freedom,” which went

on to be the namesake of McGraw’s 2013 summer tour. Schott also penned Mickey

Guyton’s debut single, “Better Than You Left Me,” which was named one of

Billboard’s 10 Best Country Songs of 2015. Other artists who have recorded

Schott’s songs include Rascal Flatts, The Eli Young Band, Billy Ray Cyrus, Pam

Tillis, Lonestar, Gloriana, Jana Kramer, Francesca Battistelli, Natalie Hemby, Lucy

Hale, Jamie Lynn Spears, and Restless Heart. Schott is an alumna of Leadership

Music and proudly sits on the board of the Nashville Songwriters Association and

the DRC.

Musical Work Copyright Owner Members

 Ed Leonard (Daywind). Ed Leonard, President of Daywind Music Group and

Vice President of New Day Christian Distributors, serves these independent,

family-owned businesses in leadership and general counsel roles. With labels and

publishing companies operating in bluegrass, Christian/Gospel, and Americana, the

company continues to build on its 40-year history in the music business. Leonard

currently serves as chairman/president of the Christian Music Trade Association

(CMTA) and as co-chairman/advocacy of the Gospel Music Association (GMA).

52 of 107

In addition to his role on the DRC, he is a long-time member of the Recording

Academy, Church Music Publishers Association, Southern Gospel Music

Association, Southern Gospel Music Guild, International Bluegrass Music

Association, and A2IM, and is a graduate of Leadership Music (2001) and

Leadership Bluegrass (2020). His Juris Doctor degree from Belmont College

School of Law complements a Bachelor’s Degree in Finance from the University

of Notre Dame and a Master’s Degree in Finance and International Business from

the University of Chicago’s Booth School of Business.

 Sean McGraw (Downtown). Sean McGraw is SVP, Catalog Management at

Downtown Music Publishing. In this role, McGraw focuses on the promotion and

administration of Downtown’s Legacy Client catalogs ensuring the highest level of

global administration services and identifying new opportunities for these iconic

copyrights. He joined Downtown in 2007. In addition to serving on the DRC, he

also serves on the Board of the Independent Music Publishers International Forum

(IMPF). McGraw has nearly 25 years of experience in music publishing operations,

with previous roles at Cherry Lane Music Publishing, Bourne Co., and Spirit Music

Group.

 Jason Rys (Wixen Music) (Committee Chair). Jason Rys, a passionate music

enthusiast, serves as the Chief Technology Officer and Executive Vice President at

Wixen Music Publishing, Inc. With a deep-rooted love for music and 15+ years’

experience in the music publishing industry, Rys oversees Wixen’s technological

operations and vision, furthering its goal of supporting songwriters and artists and

promoting their music to fans in an increasingly complex and nuanced marketplace.

 Consuelo Sayago (Spirit Music Group). Consuelo Sayago is a seasoned music

industry professional who has dedicated her career to championing the rights of

creators. With a background in contract administration at BMI and EMI and most

recently serving as Vice President, Global Administration at Spirit Music, she has

played a pivotal role in working with CMOs worldwide to form equitable standards

and alliances.

 Matt Skiba (Vydia). Matt Skiba is the Vice President of Rights and Content at

Vydia, where he brings over a decade of music industry experience to the company.

After receiving his MA in Music Business from New York University, Skiba

worked in publishing administration and infringement management at the largest

family-owned independent music publisher, The Royalty Network, Inc. Skiba has

been working at Vydia since 2018 and provides expertise and empowering

leadership within both the Rights Management and Content Operations

departments.

b. Unclaimed Royalties Oversight Committee (“UROC)

The UROC was established pursuant to the MMA to “establish policies and procedures for

the distribution of unclaimed accrued royalties and accrued interest in accordance with this

53 of 107

subparagraph, including the provision of usage data to copyright owners to allocate payments and

credits to songwriters pursuant to [Section 115(d)(3)(J)(iv)], subject to the approval of the

[Board].”

The UROC has ten members, five of whom are professional songwriters whose works

are used in covered activities, and five of whom are representatives of musical work copyright

owners, as required by Section 115(d)(3)(D)(v). The current members of the UROC are:

Professional Songwriter Members

 Benjamin Allen Glover. Benjamin Allen Glover is a songwriter and producer

hailing from Loveland, Colorado. Glover moved to Nashville, Tennessee in 2000

after signing his first publishing deal the year prior. Originally getting his start as

an artist, Glover spent the early part of his career touring before shifting his

attention to the craft of writing and producing songs. He has penned over thirty-

five #1 hits in multiple genres of music and was named ASCAP’s Christian

Songwriter of the Year in 2010, 2012, 2013, 2015, and 2016. Glover wrote the hit

county songs, “Hard to Love” by Lee Brice and “Love Don’t Run” by Steve Holy

along with numerous hits in Christian music including, “All This Time” and “The

Lost Get Found” by Britt Nicole, “Write Your Story” by Francesca Battistelli and

Mandisa’s songs “Stronger” and “Overcomer,” the latter of which won a

GRAMMY Award. Along with his credits as a songwriter, Glover has achieved

notable success as a producer, writing and producing for MercyMe, For King &

Country, Danny Gokey, and Mandisa, among others. Glover has had over 400

songs recorded in multiple genres of music by artists such as Chris Tomlin,

MercyMe, David Crowder, Trace Adkins, Gloriana, Thompson Square, The

Backstreet Boys, Amy Grant & James Taylor, Marc Broussard, Clay Walker, Joy

Williams, Brandon Heath, Josh Wilson, The Afters, Colton Dixon, Newsboys, Kari

Jobe and many others.

 Kay Hanley (Committee Vice Chair). Kay Hanley is an Emmy and Peabody

Award winning songwriter for TV animation, music copyright advocate/activist,

and singer of Boston-based rock band Letters To Cleo. Hanley began her career in

music as the lead singer of Boston-based alternative rock band Letters to Cleo,

releasing 3 acclaimed albums between 1990-2000, and spawning such hits as

Awake and Here and Now. In 2002, Hanley released her first full length solo album,

Cherry Marmalade, produced by longtime Cleo producer, Mike Denneen at Q

Division Studios in Boston. The record has recently been remastered for a double

album 20th anniversary vinyl re-release. Subsequent solo releases were The

Babydoll EP (2005) and Weaponize (2009). After a 16-year hiatus, Letters To Cleo

reunited in 2016 to release new music and embark on several sold-out US tours.

They are currently writing their 4th full length studio album. In the late 90’s,

Section 115(d)(3)(J)(ii).

54 of 107

Hanley began expanding her work as a singer and songwriter into the TV and film

world, providing the singing voice for Rachael Leigh Cook’s character Josie in

Universal Pictures’ feature film Josie and the Pussycats and performing cover

versions of Nick Lowe’s “Cruel to be Kind” and Cheap Trick’s “I Want You To

Want Me” in Touchstone Pictures’ hit film, 10 Things I Hate About You, and in

2023, she co-wrote all original songs for “Subspace Rhapsody,” the first ever Star

Trek musical episode for the CBS/Paramount + hit series Strange New Worlds with

Cleo bandmate, Tom Polce. Today, Hanley concentrates her career writing music

for animated television, penning original songs for shows like Disney Junior’s hit

series Vampirina and Doc McStuffins (for which she won a Peabody Award in

2014), Dreamworks’ Harvey Street Kids, WB/Cartoon Network’s DC Super Hero

Girls, and Netflix’s series Ada Twist, Scientist and becoming a first-time Emmy

winner in 2022 for songwriting on We The People, the animated series produced by

Michelle and Barack Obama’s Higher Ground Pictures. Her latest project is

Kindergarten The Musical, which she developed with writing partners Michelle

Lewis, Dan Petty, and Charlton Pettus. She serves as songwriter and executive

producer for the series, which will debut in Fall 2024 on Disney Junior. Hanley is

also co-founder of Songwriters of North America (SONA), a non-profit advocacy

organization that fights for the protection and value of songs and songwriters in the

streaming music marketplace. As a result of that work, Hanley was elected to

represent songwriters at The MLC, serving as vice-chair of the UROC since 2019.

 Dan Navarro. Dan Navarro has enjoyed an eclectic 40-year career as a hit

songwriter, recording artist, singer and voice actor, spread over 19 acclaimed duo

and solo albums; nearly 5000 concerts; writing for Pat Benatar (the GRAMMY-

nominated “We Belong”), The Bangles and Dionne Warwick; singing in Oscar-

winning films Encanto (including the #1 hit “We Don’t Talk About Bruno”), Coco

and Happy Feet, plus Puss in Boots: The Last Wish, The Lorax and more; voicing

and singing in TV shows Invincible, Family Guy and American Dad, as well as hit

games and hundreds of commercials in English and Spanish. His current album, the

NACC Folk Top Ten Horizon Line, garnered the best reviews and streams of his

career. He co-produced the new album by Jesse Lynn Madera, Speed of Sound,

including their moving duet “Last Call”, out now. As an activist, he serves on the

national board of SAG-AFTRA, is a trustee of the AFM & SAG-AFTRA

Intellectual Property Rights Distribution Fund, and on the UROC.

 Erika Nuri Taylor. Erika Nuri Taylor is a GRAMMY-nominated and ASCAP

Award-winning songwriter from New York. Nuri Taylor started her songwriting

career in Atlanta collaborating with producers Organized Noize before relocating

to Los Angeles in 2000 and signing her first co-publishing deal with Kenneth

“Babyface” Edmonds’ company writing songs for K-Ci & JoJo, Chingy (featuring

Janet Jackson), B2K and Xscape. After a brief hiatus from the business, Nuri Taylor

rebounded with an eight-week #1 Billboard hit, the two-time GRAMMY-

nominated “When I See You” performed by Fantasia and signed with Kobalt Music

Publishing. As a co-founding member of The Writing Camp, along with Evan

Bogart and David “DQ” Quinones, Nuri Taylor served as an executive producer on

the Bravo series Platinum Hit and signed hit songwriter Eric Bellinger. Nuri Taylor

has also collaborated on international hit “Dirty Dancer” featuring Usher and Lil

55 of 107

Wayne from Enrique Iglesias; “Why Not Me” on the seventh #1 Latin album,

Euphoria; “Without A Fight,” recorded by Janelle Monáe and featured on the

soundtrack to Tyler Perry’s For Colored Girls; the #2 charting UK single

“Champion” by Chipmunk, featuring Chris Brown; #1 Billboard Dance “Right

Here (Departed)” by Brandy; “Woman Up” by Meghan Trainor; #1 UK Single

“Wings” by Little Mix; EDM hit single “Light Years” by Yellowclaw on the #1

Dance/Electronic Billboard Album; the Disney TV show Andi Mack theme song,

“Tomorrow Starts Today,” performed by Sabrina Carpenter; and “Cirque Du Soleil”

in CyberPunk 2077 – Video Game.

 Bruce Waynne. Bruce Waynne is a highly accomplished songwriter-producer and

music business professional, working at the intersection of entertainment and

technology. With a career spanning over two decades, Waynne has established

himself as a prominent figure in the realm of production, A&R, music supervision

for television-film, content acquisition & strategy.

Musical Work Copyright Owner Members

 Patrick Curley (Third Side Music). Patrick Curley is an entertainment lawyer

and the president and co-founder of Third Side Music, a 100% independently

owned synchronization licensing & copyright administration company based in Los

Angeles & Montreal with worldwide reach. Third Side Music represents over

85,000 titles by a wide variety of artists. It was founded in 2005 and is staffed by

a large team of hard-working music industry veterans, musicians, and copyright

data obsessives. Third Side Music is a transparent and equitable destination for

career musicians. A company founded on a deep and solid DIY attitude that treats

artists as partners and not as commodities. As a lawyer, Curley has over twenty-

five years of experience handling business affairs in the music industry. As a music

publisher he is a member of the Board of Directors of SOCAN and Chair of the

Reproduction Committee of SOCAN Reproduction Rights. In addition to his role

on the UROC, he sits on the NMPA’s Independent Publisher Advisory Committee.

 Michael Eames (PEN Music Group) (Committee Chair). Michael Eames is a

trained composer, songwriter, and pianist who majored in music at Cornell

University and completed the Certificate Program in Film Scoring at UCLA

Extension; he also secured a minor in Business Management from Cornell. As

President of PEN, Eames oversees all aspects of the operation as well as focuses on

pitching the catalogue to all media and business development. In addition to

serving as the UROC Chair, he also proudly serves on the Independent Publishers

Advisory Council (IPAC) of the NMPA and on the Advisory Board of SONA. He

also previously served as the National President of the AIMP from 2015-2018 and

served as its National Vice President from 2013-2014. Immediately prior to starting

PEN, Eames oversaw the international and film & TV departments of Don Williams

Music Group where he was responsible for song catalogues such as Jimi Hendrix,

Chicago, and Roy Orbison among numerous others. He also worked previously for

Brian Wilson of the Beach Boys and the management and music supervision firms

The Derek Power Co and Seth Kaplan Entertainment. Eames wrote the music

56 of 107

publishing section of the Hal Leonard/Rowman & Littlefield-published book

entitled Five Star Music Makeover: The Independent Artist’s Guide for Singers,

Songwriters, Bands, Producers and Self Publishers (2016) and is co-author (with

Bobby Borg) of the book Introduction To Music Publishing For Musicians, which

was published by Rowman & Littlefield in 2021 and is already used in many

curriculums. He is a frequent guest speaker in both real and virtual classrooms,

festivals and panel discussions worldwide and co-teaches (also with Bobby Borg)

the online UCLA Extension class, Music Publishing: A Creative And Business

Perspective.

 Dale Esworthy (Sony Music Publishing). Dale Esworthy is an experienced music

publishing professional with 34 years at Sony Music Publishing, currently serving

as Executive Vice President of Global Administration. Esworthy graduated from

the Gies College of Business at the University of Illinois Urbana-Champaign with

a Bachelor of Science in Accountancy, and worked several years in public

accounting before joining Sony. Esworthy has served on The MLC’s Operations

Advisory Committee from 2019-2023 and is now on the UROC. Esworthy is a

member of Leadership Music class of 2003, and was on the working group leading

to the NMPA Late Fee program in 2009.

 Frank Liwall (The Royalty Network). Frank Liwall is the Founder, President,

and CEO of the Royalty Network, a music publishing company established in 1994,

based on the notion of offering non-traditional and progressive administration deals

to clients. By taking an innovative and non-proprietary approach to copyright

ownership, the expertise of more than twenty-five years’ experience as a

sharpshooting numbers man (Liwall is an Accountant and Auditor by trade), Liwall

has earned himself a following that boasts some of the most prolific and talented

people in the music industry today. Small enough to pay attention to detail and to

give personal attention to each and every song title, yet large enough to handle top-

selling hits by worldwide artists such as Beyonce, Lil Wayne, Ed Sheeran, Ariana

Grande, Kendrick Lamar, Drake, Eminem, and many others. The willingness to

educate his writers and artists about the specifics of the business which can be

confusing and labyrinthine to the newcomer and his commitment to personalized

service have contributed to the success of Liwall’s company. Since its inception,

all professional services, including arranging collaborations, pitching songs, and

sync pitching for TV, films and commercials are included as part of the standard

administration agreement. “We have an incredible worldwide approach with our

creative team. Steady forward progress is an important outcome for any deals we

enter into,” says Liwall. Liwall has served as expert testimony on copyright

infringement cases in the United States, and has served as a panel speaker,

moderator, and feature speaker in conferences throughout the world, including

Billboard’s Film & TV Conference, Midem, Billboard’s R&B Conference,

Musexpo, and numerous others. Liwall is a member of the NMPA’s IPAC, the

AIMP, the Recording Academy, and is a Sponsor member of the Songwriters Hall

of Fame.

 Kathryn Ostien (TRO Essex Music Group). Kathryn Ostien is the COO Global

Music Operations for TRO Essex Music Group, a fully independent music

57 of 107

publisher since 1949 representing every genre of music including folk, blues, rock,

pop and jazz. Ostien is also an active member of AIMP, NMPA, NAPW and WIM.

c. Operations Advisory Committee (the “OAC”)

The OAC was established pursuant to the MMA to “make recommendations to the [Board]

concerning the operations of [The MLC], including the efficient investment in and deployment of

information technology and data resources.”

The MMA requires this Committee to include an

equal number of members who are musical work copyright owners appointed by the Board and

who are representatives of digital music providers appointed by the DLC. The current members

of the OAC are:

Musical Work Copyright Owner Members

 Ed Arrow (Universal Music Publishing Group) (Committee Chair). Ed Arrow

is Senior Vice President, Global Projects at Universal Music Publishing Group

(UMPG) where he works across teams in digital media, and global administration,

to better service writers and to develop policies, systems, and procedures to

maximize revenue and efficiency. Prior to his current position, Arrow headed

UMPG’s Copyright Department, a position which he held for 22 years. Prior to

UMPG, Arrow served in various positions at Virgin Music Publishing, Leiber &

Stoller Music, and Warner/Chappell Music. He has previously served as president

of the California Copyright Conference and is a former Board member of the

Association of Independent Music Publishers.

 Scott Farrant (Kobalt). Scott Farrant has over 35 years of music industry

experience working for major & indie music publishers, CMOs and artist

management across a broad range of areas (including strategy, creative, front and

back office) which has given him a rounded overview of the industry. Currently

Head of Industry and Society Affairs at Kobalt Music, Farrant’s previous positions

include: Head of Global Operations at Kobalt Music Publishing, COO of AMRA,

MD of KSTAR, Head of New Business / Head of Media Licensing / International

Director at STIM and SVP Creative & International at Palan Music. Farrant has

also worked at BMG Music Publishing Limited, EMI Music Publishing and PRS.

Currently Farrant is a board member of ICMP (vice-chair), IMPA & MPA, chairs

the UK IPO Metadata Technical Solutions Group project and ICMP’s Metadata

Section 115(d)(3)(D)(iv).

58 of 107

Expert Group and is founder and co-chair of the European Online Steering

Committee.

 Lidia Kim (Concord). Lidia Kim oversees the digital business and legal affairs

for Concord Music Publishing, advising company executives and internal

departments on global digital and catalog matters, and managing the global digital

licensing network, DSP relations, and mass copyright litigation and other new

media rights enforcement matters. Her expertise extends to managing business

affairs as well as drafting and negotiating agreements with both emerging and

established talents, including artists, songwriters, contemporary classical

composers.

 Michael Lau (Laud Music). Michael Lau is a thirty-three year veteran of the

music industry that has covered the gamut of experience from music supervisor,

composer, music production library, technology, subjective metadata, licensing to

music publisher. He has worked for major music publishers such as

Warner/Chappell Music and was a founding member of the independent music

publisher, Round Hill Music. Initially at Warner/Chappell, Lau was responsible for

placing and licensing music to commercials and video games. Due to his deep

background in marketing and technology, he not only licensed a system he created,

but was lead in developing the company’s worldwide creative pitching system. As

a founding member of Round Hill and as its COO/CTO, he was instrumental in

building the company from a 3-person startup to 55+ person staff, raising three

private equity funds and a UK IPO. Currently Lau is music publishing consultant

and advisor for the rights management and technology platforms, as well as raising

investment capital for a new multi-tiered rights management company. In addition

to his role as a founding member of the OAC, Lau is the current National

Chairperson and NY Chapter President of the AIMP. Lau holds a Bachelor of

Music from Berklee College of Music.

 Ana Ruiz (Drive Music Publishing). Ana Ruiz is the founder of Drive Music

Publishing, Inc., a company dedicated to providing administration, creative,

consulting, royalty collection and sound recording services throughout the world.

Prior to Drive Music Publishing, Ruiz was Manager of Music Services at a large

business management firms specializing in the entertainment industry. Ruiz

represented the publishing and independent record labels of many music clients,

including the catalogs of Dolly Parton, Neil Diamond, Herbie Hancock, Billy Joel,

Jackson Browne and many others. Her extensive experience with audit and

business management has provided the instrumental tools used to represent,

monetize and grow music catalogs and enhance their value and help songwriters

achieve greater financial success. For over 20 year she has helped catalog owners

navigate the ups and downs of the music industry. Ruiz continues her efforts in

education and advocacy as a member a member of the CCC, AIMP, National

Academy of Recording Arts and Sciences (NARAS), and the Latin Academy of

Recording Arts and Sciences (LARAS).

 Eric Scott (BMG). With robust industry experience spanning 20 years, Eric Scott

has been an integral part of BMG since 2011. He is entrusted with the management

59 of 107

of several critical financial and operational areas including Royalties, Copyright,

Revenue Assurance, Artist Royalties, and Mechanical Licensing. His oversight

extends across BMG’s operations in North America, LATAM, and APAC. Prior

to joining BMG, Scott served as the Director of Royalties at Spirit Music Group

and honed his expertise as Manager of Publisher Services at The Harry Fox Agency.

Academically, Scott holds a Bachelor’s Degree from Monmouth University and

has furthered his education with MBA degrees from Purdue University and TIAS.

Digital Music Provider Members

 Robert Brode (Apple). Robert Brode works in strategic development for Apple

Music. Prior to his time at Apple, Brode worked for over a decade at Warner

Chappell Music serving in multiple roles including Director, Licensing

Administration, Vice President, Audit & Client Services as well as Vice President,

Audits, Income Tracking & Royalties where he developed new reporting tools to

allow for more efficient analysis, targeted income tracking and focused audit

research. Before entering the world of music publishing, Brode practiced

transactional law as an attorney in New Orleans, LA. He earned a JD from Tulane

Law School with a certificate of concentration in sports law.

 Alan Jennings (Amazon). Alan Jennings is Head of Publishing Operations at

Amazon Music. Jennings leads a global operations team that supports Amazon

Music’s publishing obligations, and oversees royalties, reporting, licensing strategy,

technology development, and legal compliance. Jennings sits on the Board of

Directors for the Digital Licensee Coordinator (DLC), and is a longstanding active

member of Digital Data Exchange (DDEX). Previously, Jennings has worked in

music publishing at Apple, business technology at Goldman Sachs, and data science

at AI/tech startups. Jennings graduated from Stanford University with a degree in

Engineering - Biomedical Computation.

 Jen Rosen (YouTube). Jennifer Rosen is the Head of Music Publishing

Partnerships at YouTube, where she leads a team of Strategic Partner Managers

who develop and grow music publishers’ interests on the platform. Melding

together her business development and licensing expertise with her royalty and

operational skills, she’s forged true partnerships with the songwriter and publishing

communities; a relationship that was largely transactional in the past. She works

closely with other DSPs as a board member of the DLC, and sits on both the OAC

and the BPAC of The MLC (co-chair). Before joining Google in 2012, Jen spent

nearly 15 years in the EMI Music family; first on the label side, leading the foreign

royalty department, then as the VP of the Infringement and Compliance Unit at

EMI Music Publishing (now Sony Music Publishing). She is a graduate of The

American University in Washington, D.C. with both her undergraduate and M.B.A.

degrees and is a Certified Public Accountant.

 Brandon Shevin (Beatport). Brandon Shevin is COO and General Counsel of The

Beatport Group. Celebrating its 20th year as the leading digital platform for

electronic artists, Beatport has recently launched a streaming integration directly

within leading software and hardware products for performing DJs. The Beatport

60 of 107

Group has further expanded its commercial offerings with its acquisitions of

Loopmasters and Plug-in Boutique, for the music producer, ampsuite and Label

Radar, which is the foundation of the organizations new Music Services division

that provides marketing and distribution services, and the launch of Beatsource,

catering to the needs of the open-format DJ.

 Josephine Speranza (Spotify). Josephine Speranza is responsible for the

execution of Spotify’s music publishing strategy, including deal implementation of

Spotify’s agreements with rights holders, managing relationships with vendors and

The MLC. She works closely with Spotify’s legal, finance, and reporting teams to

ensure and enforce best practices on reporting systems, royalty flows and data

transparency. She represents Spotify on the DLC’s Board. Before joining Spotify,

Speranza was the Director of Publishing at Ultra Music, where she led the

division’s strategy and operations. On the licensing front, she secured international

and domestic partnerships with new sub-publishers, PROs, DSPs and worked

closely with trade organizations. She optimized internal workflows related to

creative side, she worked with the A&R team to identify and sign new writers,

acquire new catalogs, and promote Ultra’s existing repertoire. Prior to joining Ultra,

Speranza was an economic consultant for multinational corporations at Ernst &

Young. An Italian native, she earned her BA from Bocconi University in Milan,

Italy and her Masters in International Affairs and Economics from Columbia

University in New York.

 Alex Winck (Pandora). Alex Winck is a 16-year veteran in the music streaming

industry and currently holds the position of Senior Director of Royalties at Pandora

Media. He is responsible for the day-to-day operations related to royalties, contract

implementations, royalty platform updates, monthly and quarterly reporting

distribution and relationships with all digital content partners (Music Labels), PROs,

SoundExchange, The MLC, and others.

5. Non-Statutory Committee Composition and Selection Process

The NOI requests “a list of all the committees The MLC has created that are not required

by statute, the membership of those committees, and how it determined the membership of those

committees.” These non-statutory committees are discussed in detail below.

a. Budget Performance Advisory Committee

The Budget Performance Advisory Committee (“BPAC”) is a committee created out of

collaboration between The MLC and the DLC, and meets regularly to review information on

budgeting and expenditures, and to provide input and recommendations related thereto to the

61 of 107

Board. The BPAC comprises twelve members: six appointed by the Board and six appointed by

the DLC. The method used by the Board to determine membership involved members of the Board

discussing the committee responsibilities, and surveying for experience, interest and availability

among the Board or other copyright owner representatives with experience in budgeting and

operational finance. After discussion and deliberation, The MLC appointed the following

members

to the BPAC: Rell Lafargue (who also serves as the Board Treasurer), Michael Abitbol,

Danielle Aguirre, Bob Bruderman, Alisa Coleman, and Joe Gillen (Chief Financial Officer, North

America, of BMG Rights Management). The DLC’s appointments to the BPAC are: Wiatt

Bingley (Finance Manager of Pandora/SXM), Robert Brode (Strategic Development & Industry

Affairs, Music Publishing at Apple), Olivia Delao-Ng (Finance Principal, Music Licensing of

Amazon), Matt Eccles (SVP and General Counsel of Napster), Jen Rosen (Head of Music

Publishing Partnerships of YouTube Music (US/CA)), and Josephine Speranza (Director,

Publishing Licensing, US of Spotify).

b. Nominating Committees

Pursuant to the Bylaws, the Board has established two committees to address nominations

of candidates for open Board and statutory Advisory Committee seats: the Songwriter

Nominating Committee and the Publisher Nominating Committee (together, the “Nominating

Committees”). The Publisher Nominating Committee is responsible for addressing nominations

to a slate of candidates for (a) recommendation and appointment of Publisher Directors to the

Board and (b) election of publisher members of the OAC, UROC and DRC. The Songwriter

Nominating Committee is responsible for addressing nominations of candidates to be Songwriter

Directors and songwriter members to the UROC and DRC (“Songwriter Committee Members”).

Employment information is only provided for committee members who are not on the Board.

62 of 107

When a position on one of the aforementioned bodies becomes available, the respective

Nominating Committee reviews candidate suggestions solicited from the public through The MLC

website, evaluates potential candidates based on relevant criteria, including statutory qualification,

expertise, experience, and alignment with The MLC’s mission. After deliberation and discussion,

the respective committee submits a slate of qualified nominees for election or appointment to that

position by the relevant body. The Nominating Committees strive to ensure that the applicant pool

for Board and committee positions comprises diverse perspectives and adequately represents the

interests of The MLC’s stakeholders.

The Publisher Nominating Committee consists of not less than five Publisher Directors,

including at least one Class B and one Class C Publisher, as well as the Publisher Trade Group

Director.

The current members of the Publisher Nominating Committee are: Danielle Aguirre,

Tim Cohan, Alisa Coleman, Rell Lafargue, Claire McAuley, and Mike Molinar. As with the

BPAC, these members were selected by consideration of the responsibilities of the committee,

surveying of the Board for relevant experience, interest and availability, discussion to identify

appropriate candidates, and a vote.

Under the Bylaws, the Songwriter Nominating Committee consists of: (1) representatives

of at least three nationally or regionally recognized not-for-profit organizations that have

songwriter representation or advocacy as a significant portion of their mission and operations

(“Songwriter Organizations”); and (2) two Songwriter Committee Members.

The current

Songwriter Organizations were chosen by the Board after discussion and deliberation on the

committee’s responsibilities and the range of qualified organizations, and are the Recording

See Ex. 3, Bylaws, at § 6.1(a).

See id. at § 6.2(b).

63 of 107

Academy, Songwriters of North America (SONA), and NSAI. The current members of the

Nominating Committee are Aimée Allen (member of the DRC), Dan Navarro (member of the

UROC), Evan Bogard (representative of the Recording Academy), Roahn Hylton (representative

of SONA), and Victoria Shaw (representative of NSAI).

The Songwriter Organization representatives were selected by their respective Songwriter

Organizations. The Songwriter Committee Members who serve on the Songwriter Nominating

Committee were selected by the Songwriter Directors after considering all songwriter committee

members for appropriate experience, interest, availability and contribution to representation of the

interests of The MLC’s diverse stakeholders.

c. Audit Committee

The Audit Committee is responsible under the Bylaws for ensuring that the statutory audit

report outlined in Section 115(d)(3)(D)(ix)(II) occurs,

and to oversee external audits of The

MLC’s financial statements that The MLC arranges to be done by independent auditors.

The

Bylaw state that the Audit Committee should be comprised of three to six Directors. Its current

members are Rell Lafargue, Claire McAuley and Graham Davies. The method used by the Board

to determine membership involved the discussion by Directors of the committee’s responsibilities,

consideration of the experience, interest and availability among the Directors, and deliberation,

followed by the selection of the above-referenced members via a Board vote.

d. Compensation Committee

The Compensation Committee provides oversight concerning The MLC’s employee

compensation. The Board members on the Compensation Committee are Michael Abitbol,

The first such audit was completed in 2023, and the audit report is available on The MLC’s website. See The MLC,

Governance and Bylaws, https://www.themlc.com/governance (providing link to “Auditor Letter to Board re MMA

Audit Provision (115(d)(3)(D)(ix)(II))”).

See Section V.A for further details concerning these external audits.

64 of 107

Danielle Aguirre, Bob Bruderman, Alisa Coleman, Bart Herbison and Rell Lafargue. The method

used by the Board to determine membership involved Directors discussing the committee

responsibilities, surveying for experience, interest and availability among the Directors, and

deliberating on the decision before voting.

C. Policies, Practices, Procedures and Guidelines of The MLC

1. The MLC’s Existing Policies Addressing Its Statutory Duties

Since its designation in 2019, The MLC has adopted the following policies addressing its

statutory duties, procedures, practices and guidelines:

a. Conflict of Interest Policy

The Conflict of Interest Policy is an internal policy establishing guidelines for managing

actual, potential, or perceived conflicts of interest. The policy applies to all members of the Board,

Advisory Committee members, employees and subcontractors. A copy of this policy (which has

not been amended to date) is annexed hereto as Exhibit 5, and is available to the public on The

MLC’s website.

b. Musical Work Ownership Dispute Policy

The Musical Work Ownership Dispute Policy outlines the procedures The MLC follows

when processing royalties for musical works subject to ownership claims or disputes between or

among copyright owners. A copy of this policy is annexed hereto as Exhibit 6, and is available to

the public on The MLC’s website.

The MLC first published this policy in February 2021, and

it has not been amended since publication.

The Conflicts of Interest Policy is available on the “Governance and Bylaws” page of The MLC’s website. See

The MLC, Governance and Bylaws, https://www.themlc.com/governance.

The Musical Work Ownership Dispute Policy is available on the “Dispute Policies” page of The MLC’s website.

See The MLC, Dispute Policies, https://www.themlc.com/dispute-policy.

65 of 107

c. Statutory Termination Policy

The MLC’s former Statutory Termination Policy

was suspended in October 2022

pending the outcome of the rulemaking proceeding initiated by the U.S. Copyright Office in its

Notice of Proposed Rulemaking published on October 25, 2022.

The MLC is holding all

royalties correlated with musical works that are subject to statutory termination claims beginning

with the royalties for the October 2022 usage period, which would have been initially distributed

in January 2023, except where one of the following conditions apply: (1) there is no dispute

between the applicable claimants (meaning there is no disagreement about the credibility of the

claim and how/to whom the royalties should be distributed); (2) an agreement is signed by all

claimants directing The MLC to pay royalties for the work(s) concerned to one of the parties; or

(3) there is a court order that directs the payment of royalties for the work(s) concerned to one of

the parties. When the Office completes its pending rulemaking concerning statutory terminations

and issues its rule governing the treatment of such claims, The MLC will implement that rule and

begin distributing royalties subject to such claims in accordance with the Office’s rule.

d. Investment Policy

The MLC’s investment policy covers the management of royalty funds, setting forth

objectives and strategies to govern the management of these funds, and containing an anti-

comingling policy as referenced in Section 115(d)(3)(D)(ix)(I)(cc). Copies are attached as Exhibit

7 (“Investment Policy Statement”) and Exhibit 8 (“Cash Management Policy Statement”), and are

The former Statutory Termination Policy outlined procedures The MLC used to: (a) analyze notices of statutory

termination claims received from rightsholders; and (b) determine how to administer royalties for works and shares

of works subject to statutory termination claims or disputes. Copies of this former policy are available on the “Dispute

Policies” page of The MLC’s website. See The MLC, Dispute Policies, https://www.themlc.com/dispute-policy.

See U.S. Copyright Office, Notice of Proposed Rulemaking, Termination Rights and the Music Modernization

Act’s Blanket License, 87 Fed. Reg. 64405 (Oct. 25, 2022).

See U.S. Copyright Office, Supplemental Notice of Proposed Rulemaking, Termination Rights, Royalty

Distributions, Ownership Transfers, Disputes, and the Music Modernization Act, 88 Fed. Reg. 65908 (Sept. 26, 2023).

66 of 107

available on The MLC’s website.

The MLC has always had separate policy documents for

unmatched royalties under the MMA (which are governed by particular statutory investment

requirements) and other royalties pending distribution (which are handled under the cash

management policy statement).

As The MLC’s CEO explained to Congress:

It is important to note first that the MMA effectively requires The MLC to have an

investment program. The MLC does not engage in any sort of speculative or risky

investing, but rather its program maintains the lowest risk investments available

that can meet the MMA mandate to accrue interest at the federal short-term rate.

What may not be apparent to many is that it is not possible to take hundreds of

millions of dollars in cash to any bank – or even a variety of banks –and have a

secured and insured deposit account with a guarantee of receiving interest at the

federal short-term rate. The only way for The MLC to fulfill this particular statutory

requirement was to create an investment program designed to meet the MMA’s

directive. The MLC’s low-risk investment activities are a necessity, not a

preference. There is no deposit account where The MLC can maintain royalty funds

and earn interest at the federal short-term rate, without risk to the principal or

interest. Since no such account was created by the MMA or made available by the

government, and standard, insured bank accounts will not maintain The MLC’s

cash flow with an interest guarantee that meets the MMA’s directive, The MLC

developed an investment program intended to earn the necessary interest rate while

keeping risk at a minimum, working with an outside financial advisory firm that

has extensive experience in the field and is “fee-based,” which means the firm is

paid fixed fees instead of commissions and thus has no financial interest in the

ultimate investment decisions.

The MLC has managed all of its funds through its investment program, and royalty

funds and operational funds (as collected through the administrative assessment)

are addressed separately and maintained separately. The program has investments

in a handful of mutual funds managed by significant and experienced institutional

investment firms that our financial advisors have thoroughly vetted. Over time, we

have also held a small amount of funds in deposit accounts at a handful of

commercial banks willing to offer very competitive interest rates. Funds are never

placed in investments that would be classified as having heightened or high risk.

The MLC’s operational funds are kept entirely separate from royalty funds and are

maintained in standard business cash management accounts, which are FDIC

insured, and diversified, high-grade money market funds.

The Investment Policy Statement and Cash Management Policy Statement are available on the “Governance and

Bylaws” page of The MLC’s website. See The MLC, Governance and Bylaws, https://www.themlc.com/governance.

Ahrend QFR Responses at 6.

67 of 107

These policy documents were initially approved by the Board in January 2021, following

consideration and discussion with The MLC’s fee-based financial advisory firm. In May 2021,

the Board approved a minor amendment to address the holding of limited amounts of royalty funds

in accounts with banks that agree to guarantee the statutory interest requirement.

These original policy documents also contained information regarding the specific

investments recommended by The MLC’s fee-based financial advisory firm. As the Office notes

in the NOI, based on the advice of the fee-based financial advisory firm, The MLC concluded that

it would have been inappropriate to disclose these specific recommendations in a public

document.

For that reason, The MLC did not make these policy statements publicly available,

but it did publish non-confidential aspects of the policies in its Annual Reports.

In March 2024, the Board amended these policy documents to remove the information

regarding The MLC’s specific investments so that it could publish the full copies of each document.

e. Guidelines for Adjustments

The MLC’s Guidelines for Adjustments (the “Guidelines”) outline the procedures The

MLC follows when processing adjustments to royalties. A copy of the Guidelines is annexed

hereto as Exhibit 9, and is available to the public on The MLC’s website.

This policy has not

been amended.

See Ahrend QFR Responses at 6 (“Our financial advisors have advised that we not make public any details about

specific investment solutions. Their reasons include security concerns and concerns that such information could be

used alongside our public royalty distribution timelines to engage in market timing to the detriment of The MLC.

Public knowledge about large-scale trades can be used to exploit the market for an investment to the detriment of the

known trader.”); NOI at 5944 n.48.

See The MLC, Governance and Bylaws, 2021 Annual Report, Appendix at 4 (2021) and 2022 Annual Report,

Appendix at 5 (2022), https://www.themlc.com/governance.

The Guidelines for Adjustments are available on the “Blanket Royalty Distributions” page of The MLC’s website.

See The MLC, Blanket Royalty Distributions, https://www.themlc.com/blanket-payments.

68 of 107

2. Additional Directed Inquiries Regarding Policies

a. Policies or procedures related to the distribution of unclaimed

accrued royalties and accrued interest

The MLC has not yet created any policies or procedures related to the distribution of

unclaimed accrued royalties and accrued interest. As The MLC has discussed in prior regulatory

submissions,

it interprets Section 115(d)(3)(J)(i)(I) to provide that the first distribution of

unclaimed royalties was not to occur prior to 2023, and that The MLC has discretion to retain

unclaimed accrued royalties beyond the statutory holding period to allow for additional efforts at

matching and claiming. The MLC is exercising its discretion to hold unclaimed accrued royalties

beyond eligibility for distribution in order to obtain more matches and distribute more royalties

(plus interest) to rightful owners. The MLC intends to keep unmatched usages in the matching

pool for repeated attempts to match unless and until there is a distribution under the statute. The

MLC and UROC will establish relevant policies and procedures well in advance of any such

distribution.

Moreover, The MLC only began to receive final adjusted reporting from Blanket Licensees

for uses that took place between 2018 and 2022 on or about February 9, 2024, and has not yet

received such reporting from numerous DSPs.

The MLC is thus still in the process of

administering significant adjustments to royalties for uses that took place during this period. In

light of these adjustments, The MLC expects that additional efforts at matching and claiming will

See Initial Designation Proposal at 52-53.

The Copyright Royalty Board (CRB), which sets the mechanical royalty rates for the Blanket License that The MLC

administers, retroactively changed the royalty rates for this five-year period from 2018-2022, following an appeal and

remand of those rates back to the CRB for further consideration. The publication of this final determination in the

Federal Register on August 10, 2023, began a 6-month period within which Blanket Licensees must report retroactive

adjustments related to royalties for the activities that took place during this period. See Copyright Royalty Board,

Final Rule and Order, Determination of Royalty Rates and Terms for Making and Distributing Phonorecords

(Phonorecords III), 37 C.F.R. 385 (Aug. 10, 2023).

69 of 107

enable The MLC to distribute additional royalties from the historical and blanket periods, and The

MLC remains committed to ensuring diligent and extensive efforts to match uses and works before

planning a distribution of unclaimed accrued royalties.

b. “An explanation of how [The MLC] is ensuring that … its

policies, procedures, and practices are transparent and

accountable”

The MLC has taken a number of steps to ensure that its policies, procedures, and practices

are transparent and accountable. These include the following:

 As described above, a copy of each of The MLC’s policies is publicly available on The

MLC’s website.

 The MLC has published detailed information about its procedures and practices on its

website, including written, graphic, and audiovisual explanations of its entire royalty

administration process,

information and guidance for DSPs,

100

policies,

101

audits,

102

data

This also incorporates the Office’s recommendation in the Unclaimed Royalties Report that “the full and complete

policies, practices, and procedures … adopted by The MLC with respect to [various initiatives and operations] … be

documented in detail and made publicly available on the MLC’s website, along with clear explanations describing

them in layperson’s terms.” Unclaimed Royalties Report at 71, 84 and 105.

See The MLC, How it Works, https://www.themlc.com/how-it-works; see also The MLC, Blanket Royalty

Distributions, https://www.themlc.com/blanket-payments.

100

See, e.g., The MLC, DSP Resources, https://www.themlc.com/dspresources.

101

See The MLC, Dispute Policies, https://www.themlc.com/dispute-policy (providing a link to the Musical Work

Ownership Dispute Policy); see also The MLC, Governance and Bylaws, https://www.themlc.com/governance

(providing links to the Conflict of Interest Policy, Investment Policy Statement, and Cash Management Policy

Statement).

102

See The MLC, Audits, https://www.themlc.com/audits.

70 of 107

programs,

103

matching,

104

claiming,

105

transfers,

106

adjustments,

107

distribution timing

108

and more.

109

 The MLC posts its Annual Reports and annual IRS filings on its website where they are

fully accessible to Members and the public. These documents contain detailed information

about The MLC’s operational and licensing practices; how royalties are collected and

distributed; budgeting and expenditures; collective total costs; projected budget;

aggregated royalty receipts and payments; expenses that represent more than 10% of The

MLC’s annual budget; and efforts to locate and identify copyright owners of unmatched

works.

110

 As discussed in the Operations section above,

111

The MLC has built and deployed

numerous tools and resources to facilitate access to and usage of The MLC’s public data

103

See The MLC, Data Programs, https://www.themlc.com/data-programs-all.

104

See The MLC, Quick Tips & Tutorial Videos, “The MLC Portal: How to Use the Matching Tool,”

https://www.themlc.com/tutorial-videos (providing link to a video on The MLC’s YouTube page that offers a detailed,

step-by-step walk-through of The MLC’s Matching Tool); see also The MLC, The MLC Portal: How to Use the

Matching Tool, YouTube (Dec. 21, 2021), https://www.youtube.com/watch?v=jHjdDz0ajMA&ab_channel=TheMLC.

105

See The MLC, Quick Tips & Tutorial Videos, “The MLC Portal: How to Use the Claiming Tool,”

https://www.themlc.com/tutorial-videos (providing link to a video on The MLC’s YouTube page that demonstrates

how to use the Claiming Tool); see also The MLC, The MLC Portal: How to Use the Claiming Tool, YouTube (Nov.

18, 2022), https://www.youtube.com/watch?v=BJP6kpdtDtc&t=1s.

106

See The MLC, Catalog Transfers, https://www.themlc.com/catalog-transfers-form; see also The MLC Help Center,

Catalog Transfer Process and FAQs, https://help.themlc.com/en/support/catalog-transfer-process-and-faqs.

107

See The MLC, Blanket Royalty Distributions, https://www.themlc.com/blanket-payments (providing link to The

MLC Guidelines for Adjustments).

108

See The MLC, Quick Tips & Tutorial Videos, “The MLC Royalty Payment Timeline,”

https://www.themlc.com/tutorial-videos (providing link to a video on The MLC’s YouTube page that explains The

MLC’s royalty distribution cycle); see also The MLC, The Royalty Payment Timeline, YouTube (Apr. 22, 2022),

https://www.youtube.com/watch?v=T_R2vuhHps8&ab_channel=TheMLC.

109

See, e.g., The MLC, Frequently Asked Questions, https://www.themlc.com/frequently-asked-questions; see also

The MLC, Resources, https://www.themlc.com/resources.

110

See The MLC, Governance and Bylaws, https://www.themlc.com/governance.

111

See Section II.A-B, supra.

71 of 107

by its Members and members of the public. These tools provide users with significant

transparency and promote accountability.

 The MLC provides detailed royalty statements every month to Members receiving royalty

payments showing each sound recording product that was matched to a work registered by

the Member concerned, the amount of royalties attributable to the uses of that musical work

that were reported by DSPs for that month’s usage, and rate sheets detailing how The MLC

calculated the per stream (or per download) rate for those royalties. With this data, any

rightsholder can conduct a thorough review of the accuracy of their royalty payments at

any time.

 Significant accountability is built into the right that all copyright owners have to conduct

an audit of The MLC to verify the accuracy of royalty payments made to such rightsholder

should they wish to do so.

112

The MLC provides detailed information on its website about

how to initiate such an audit.

113

 As discussed in greater detail below,

114

The MLC engages in diligent efforts to publicize

throughout the music industry the existence of The MLC and the ability for rightsholders

to register new works, claim shares in registered works, and submit proposed matches to

unmatched usage, providing transparency and broad accountability on usage and

ownership records.

115

 The composition of The MLC’s Board and Committees further helps to ensure that the

practices of The MLC and its Board are transparent and accountable. As discussed

112

See Section 115(d)(3)(L).

113

See The MLC, Member Audits, https://www.themlc.com/member-audits.

114

See Section VII, infra.

115

See Section VII.B.8, infra.

72 of 107

above,

116

the Board and Committees reflect a broad diversity of stakeholders, and The

MLC regularly meets with them to solicit feedback. More specifically:

 The DLC and UROC are further involved in certain policy development, and

the OAC in certain operational practices, providing additional transparency and

accountability.

117

The BPAC reviews information on budgeting and

expenditures, and is composed in half by representatives of DSPs, who have

agreed on all final budgets and administrative assessment proposals decisions

to date.

 The MMA also provides for judicial review in the event that there was

disagreement on the administrative assessment, providing even further

accountability as to efficiency in spending.

 Review by the Board, composed of 14 voting and 3 non-voting members from

across the industry, representing songwriters, independent music publishers,

major music publishers and DSPs, provides oversight and accountability on all

of The MLC’s operational practices and procedures.

 The Board Audit and Compensation Committees provide further targeted

oversight concerning finances and spending.

 The MLC further provides transparency into its governance structure by utilizing open

processes that allow rightsholders to suggest candidates for open governance seats. These

processes are also explained on The MLC’s website.

118

116

See Section VI.B, supra.

117

See Section 115(d)(3)(D)(iv).

118

See The MLC, Governance and Bylaws, https://www.themlc.com/governance.

73 of 107

 The MLC enhances transparency in governance by distributing biannual Board Diversity

Reports to all voting Members prior to the respective annual election for Class B member

seats.

These items are just some of the many ways that The MLC undertakes to ensure that its

policies, procedures, and practices are transparent and accountable.

c. The MLC’s efforts to ensure its Board and committee members

have “equal access to information in [The MLC’s] possession”

The MLC does not make distinctions with respect to access to information based on

whether a Board member is a Voting or Nonvoting Director. Further, as the MMA directs, no

Board or Committee member has access to confidential information relating to other

rightsholders.

119

The treatment of confidential or other sensitive information is governed by 37

C.F.R. § 210.34. The MLC complies with that rule and only discloses confidential information,

as defined therein, in accordance with the exceptions provided. As 37 C.F.R. § 210.34 mandates:

Members of the mechanical licensing collective’s board of directors and

committees shall not have access to musical work copyright owners’ royalty

statements, except where a copyright owner discloses their own royalty statement

to the members of the mechanical licensing collective’s board of directors or

committees. Notwithstanding this paragraph, members of the mechanical licensing

collective’s board and committees are not restricted in accessing their own royalty

statements from the mechanical licensing collective.

120

In addition, for all Board and Committee members that are also copyright owner Members of The

MLC, they have access to their own confidential information as rightsholders. As such, not all

Board and Committee members receive identical information from The MLC because the

regulation creates those disparities.

119

See Section 115(d)(12)(C); 37 C.F.R. § 210.34.

120

37 C.F.R. § 210.34(C)(2)(ii)(A).

74 of 107

The MLC’s various Committees also engage in activities and have responsibilities that

differ from one another. As a natural result of their differing roles based on which Committee(s)

they serve, different Board and Committee members will access different information. Members

of the UROC will access different information than members of the DRC because they are working

on different projects. Conflicts may also limit the access that certain Board or Committee members

have to information in areas where they may have a conflict of interest.

In sum, some Board and Committee members will access different information than others

in the course of their different service for The MLC, or due to conflicts or restrictions in the law.

However, The MLC abides by the confidentiality regulations, and does not engage in improper

sharing of information with any Board or Committee member.

d. Approaches to resolution of disputes regarding interpretation of

the law

The NOI requests information regarding how The MLC “approaches the resolution of

disputes with other interested parties (e.g., DMPs, songwriters, publishers, or record labels)

regarding interpretation of the MMA or the Office’s regulations.”

The MLC welcomes and engages in regular dialogue with stakeholders concerning the

MMA and its implementing regulations. Open discussion of legal requirements is part of The

MLC’s effective and transparent administration of the Blanket License. The MLC has never

refused to discuss legal interpretations of the MMA or the Office’s regulations with stakeholders

who have brought questions to The MLC. In discussions where interpretations differ, The MLC

aims to thoroughly evaluate alternative views and provide clear and constructive feedback as to

such views and The MLC’s considered interpretation. This is The MLC’s fundamental approach

to resolving disputes over interpretation of the law. Where The MLC and a stakeholder cannot

reach an agreed interpretation, the next steps to resolution would depend on the particular situation,

75 of 107

but would always follow the authorities and directives with which Congress charged The MLC in

the MMA.

As the designated statutory collective, Congress has charged The MLC with fulfilling

specific responsibilities and given The MLC certain statutory authorities, including the authority

to “engage in legal and other efforts to enforce rights and obligations under [Section 115(d)].”

121

While The MLC is committed to fostering an environment that encourages dialogue around

statutory and regulatory interpretations and fairly considering all reasonable legal interpretations,

at the end of the day The MLC cannot compromise or abdicate its duty to diligently execute

Congress’ directives and statutory mandates.

VII. Education and Outreach

The MMA explicitly tasks The MLC with engaging in “diligent, good-faith efforts to

publicize, throughout the music industry” information concerning its operations and the ability to

claim royalties, including through appropriate participation “in music industry conferences and

events,”

122

in order to ensure it reaches all rightsholders eligible to receive the royalties The MLC

administers. While many of these rightsholders are located in the United States (where The MLC

is based and where The MLC conducts the bulk of its outreach), Congress’s mandate on outreach

is not limited to rightsholders based in the United States. Accordingly, The MLC also conducts

targeted outreach outside the United States, to ensure it reaches rightsholders whose works are

utilized in the U.S. market regardless of where they are based.

123

Indeed, at the core of The MLC’s

121

Section 115 (d)(3)(C)(i).

122

Section 115(d)(3)(J)(iii).

123

While The MLC administers royalties only for uses of musical works in the U.S., the copyright owners of such

works can be located anywhere in the world, and indeed a number of The MLC’s Members are located outside of the

U.S. To date, upwards of one third of the works registered with The MLC were submitted by or on behalf of

76 of 107

mission is an intentional focus on reaching all relevant stakeholders, simplifying the intricacies of

music publishing, and demystifying the process for receiving royalties. Given the particular

complexity of the music licensing landscape in which The MLC operates, as well as the fact that

the other industry entities providing administrative services are well-known, having operated for

decades, providing educational resources about The MLC’s functions is particularly important.

As a result of outreach and education efforts, The MLC has enrolled more than 34,000

Members as of the end of 2023—and more than 11,000 Members in 2023.

124

The MLC’s

marketing efforts have generally increased year over year, and the number of Members and works

registered have as well.

Select Education & Outreach Metrics: 2020–2023

Ads Webinars In-Person Press Added

Followers

125

Added

Members

2020

100 27

5,868 7,313

2021

39 172 1 136

10,666

9,020

2022

27 63

126

75 120

14,655

6,522

2023

75 53 142 155

88,851

11,175

TOTAL

141 388 218 438

120,040

34,030

organizations based outside the U.S., and The MLC has paid tens of millions of dollars out to rightsholders located

outside of the U.S. As such, global outreach is a fundamental component of The MLC’s mission to ensure that

rightsholders receive their mechanical royalties they have earned from streaming and download services in the U.S.

accurately and on time.

124

Unless otherwise specified herein, all metrics provided in this Section indicate numbers as of December 31, 2023.

These figures continue to experience rapid growth in 2024.

125

“Added Followers” refers to new followers gained by The MLC’s social media accounts.

126

Of note, in 2022, The MLC saw a decrease in online events and a rise in in-person events. This reflected changing

behavior around COVID-19 and the safety of in-person events.

77 of 107

A. Implementation of Outreach-Specific Recommendations in the Unclaimed

Royalties Report

The MLC’s education and outreach efforts have been informed by the recommendations

of the Office in the Unclaimed Royalties Report.

127

The MLC’s Outreach and Education team has

integrated these recommendations into The MLC’s communications strategy, and diligently tracks

the activities conducted to implement each recommendation.

128

The MLC recognizes the value of

monitoring and evaluating efforts over time, which is in keeping with its culture of self-assessment

and continuous improvement.

To date, The MLC has conducted or participated in over 5,000 different activities

129

implement the Office’s recommendations in the Unclaimed Royalties Report, including:

 Over 80 activities that address the Office’s recommendation to target historically

underserved groups;

130

 Over 400 activities addressing the Office’s recommendation to “focus efforts on educating

the community about what it does, its processes, the complex nature of the statutory license,

and the significance of registering with the MLC”;

131

 Over 140 activities addressing the Office’s recommendation to “advertise to the broadest

extent reasonably practicable, including through official journals and other broad-reaching

publications (i.e., not just music industry publications), social media campaigns, national

127

See generally Unclaimed Royalties Report.

128

As noted above, the report contains over 200 discrete recommendations that “do not lend themselves to succinct

descriptions because of their scope,” and therefore tracking implementation of individual recommendations requires

a level of consolidation. See id. at ii.

129

This number encapsulates each individual advertisement, in-person event, virtual event, webinar, on-demand video

and press mention. It does not include The MLC’s social media campaigns or website pages.

130

See id. at 29 (“[T]he MLC should employ dedicated, persistent outreach to historically underserved groups.”).

131

Id. at 31.

78 of 107

newspapers, television, multi-state unclaimed property sites, direct mailings, and public

events”;

132

 Over 1,000 activities addressing the Office’s recommendation to “publicize throughout the

music industry the existence of the MMA, the MLC, the Blanket License, and the public

musical works database, the ability to claim ownership of unmatched works (and shares),

and the procedures by which copyright owners may identify themselves and provide

relevant information to the MLC”;

133

 Over 180 in-person outreach events specifically aimed at reaching songwriters, aligning

with the Office’s recommendation that The MLC “should engage in in-person outreach …

includ[ing] events that allow creators and songwriters to directly engage with MLC

representatives”;

134

and

 Many activities addressing the Office’s recommendation that “The MLC should partner

with as many of the suggested organizations as reasonably practical in its education and

outreach efforts, including but not limited to individual creators, foreign CMOs, PROs, the

DLC, DMPs, distributors and aggregators, music education programs, and local

government arts or cultural organizations,” including over 220 activities in partnerships

with individuals (including creators, industry ambassadors, and other stakeholders), over

50 activities in partnership with academic programs and/or institutions (including programs

at the high school, college, and post-graduate levels), and nearly 50 activities in partnership

132

Id. at 37.

133

Id.

134

Id.

79 of 107

with performing rights organizations (PROs), foreign CMOs and other international trade

organizations.

135

The MLC has also developed and provided over 550 unique, accessible resources for Members

and the public, including written materials, videos, tutorials and/or webinars, aligning with the

Office’s recommendations to create public materials like these.

136

B. Comprehensive Communications Strategy

A comprehensive communications strategy has been another key element in The MLC’s

strategy to reach as many current and potential Members as possible. To that end, The MLC has

engaged in communications through a wide variety of channels, including in-person events,

webinars and virtual events, print and digital advertisements, video content, newsletters, interviews

for articles and podcasts, social media, and strategic partnerships.

137

Content created by The MLC

as part of these efforts is also designed to be leveraged in and optimized for multiple channels.

138

This strategy not only maximizes visibility and engagement, but also enables The MLC to be cost-

effective with its marketing resources.

135

Id.

136

Id. (“Written materials, videos, tutorials, and webinars should be user-friendly and accessible (in plain language),

and made publicly available on the MLC’s website. The MLC should solicit feedback from stakeholders to determine

whether this content should be translated (and if so, into which languages) and whether additional outreach on new

topics should be developed. Written materials should be downloadable and printable to further public consumption

and dissemination.”).

137

This approach aligns with and incorporates the Office’s recommendations in the Unclaimed Royalties Report that:

(1) “The MLC should advertise to the broadest extent reasonably practicable, including through official journals and

other broad-reaching publications (i.e., not just music industry publications), social media campaigns, national

newspapers, television, multi-state unclaimed property sites, direct mailings, and public events”; and (2) “The MLC

should engage in in-person outreach as suggested by commenters, as the current pandemic subsides.” Id.

138

For example, videos created for The MLC’s website are also used in social media campaigns, and images

explaining music publishing basics and The MLC process are shown during webinars, panels, and other speaking

engagements.

80 of 107

As detailed below, communications channels include:

1. Webinars, Virtual Events, and Video Content

Online educational workshops, panel discussions and webinars are key components of The

MLC’s education and outreach efforts. As of the end of 2023, The MLC has hosted and/or

participated in more than 380 webinars and virtual events, reaching tens of thousands of attendees

across the world. These events cover not only the purpose of The MLC, but also music publishing

basics, the MMA, royalty streams, the public works database, and the process and significance of

registration, among other topics. For example, past webinars have included:

 Calling All Songwriters And Publishers! Are You Collecting All of Your Streaming

Money?: Hosted by hit songwriter and MLC Committee Member, Jenn Schott, and The

MLC’s CEO, Kris Ahrend, this free webinar

139

covers: the origins of The MLC and why it

was created; how The MLC works and how it has successfully distributed over $1.5 billion

in royalties to rightsholders; and how and why all songwriters and publishers should

 The MLC Presents: Look into the “I”s: The 4 Identifier Codes You Need to Know:

Led by The MLC’s Head of Educational Partnerships, this free webinar

140

provides an in-

depth look at the four different codes The MLC and other industry organizations utilize to

identify and differentiate musical works and their writers and collaborators – the Interested

Party Information (IPI), International Standard Musical Work Code (ISWC), International

Standard Recording Code (ISRC) and International Standard Name Identifier (ISNI).

Elton outlines how these codes are used, how they are assigned and by whom, and the

differences between each of them, giving rightsholders valuable information they need to

ensure their musical works are properly registered with The MLC.

 Cover Song Licensing in the MMA Era: Led by The MLC’s Head of Third-Party

Partnerships along with Easy Song’s Aaron Green and his team, this free webinar

141

provides a sixty-minute discussion that explores the ins and outs of cover song licensing

following the passage of the MMA in 2018. Viewers learn what constitutes a cover song,

what are potential streams of income for their work, and how to register the work properly.

139

See The MLC, Calling All Songwriters And Publishers! Are You Collecting All of Your Streaming Money?,

YouTube (Sept. 28, 2023), https://www.youtube.com/watch?v=ATC_1CG4INE&ab_channel=TheMLC.

140

See The MLC, The MLC Presents: Look into the “I”s: The 4 Identifier Codes You Need to Know, YouTube (Sept.

28, 2021), https://www.youtube.com/watch?v=osBersG3m2g&ab_channel=TheMLC.

141

See The MLC, Cover Song Licensing in the MMA Era, YouTube (Jul. 15, 2022),

https://www.youtube.com/watch?v=K1WsHSUPpfQ&ab_channel=TheMLC.

81 of 107

 Tuning into Pride (2023): An LGBT Music Industry Roundtable: In this free

webinar,

142

The MLC presented the third annual edition of a roundtable moderated by Nick

Larsson Billett (he/him), CEO of Midas Music Inc., and YawnyBlew (he/him), singer-

songwriter and podcast host, featuring candid conversation about the issues and

opportunities impacting LGBTQ+ music creators and music industry professionals.

Individuals who attended the live event were invited to engage in a Q&A.

As with each of the above examples, 40 of The MLC’s live webinars and panels have been

recorded and posted to The MLC website and on its official YouTube page by the end of 2023.

The MLC leverages these recordings as an ongoing and accessible resource for viewers by making

them available on-demand and free of charge.

143

The MLC website and YouTube channel also house short-form, tutorial videos created by

The MLC to educate existing and potential Members about music publishing basics and how The

MLC fits into the landscape. Between 2020 and 2023, The MLC partnered with digital media

experts to create 15 such videos, which are available as resources for Members and non-members

alike.

2. In-Person Events

In 2022, The MLC integrated an impactful in-person outreach and education strategy post-

pandemic.

144

The team deliberately curated a full and diverse calendar of events in 2022, hosting,

attending, and/or speaking at 75 in-person events held in fourteen states and across the United

Kingdom, Spain, and Switzerland. Many of these in-person engagements occurred at reputable

and highly-attended industry events, such as the GRAMMYs, the CMA Awards, the South by

Southwest Conference & Festival (SXSW), the Music Biz Annual Conference,

142

See The MLC, Tuning into Pride (2023): An LGBT Music Industry Roundtable, YouTube (Jun. 27, 2023);

https://www.youtube.com/watch?v=gNpLJ0C4GvU&ab_channel=TheMLC.

143

This aligns with the Office’s recommendation in the Unclaimed Royalties Report that “videos, tutorials, and

webinars should be user-friendly and accessible (in plain language), and made publicly available on the MLC’s

website.” Unclaimed Royalties Report at 37.

144

This aligns with the Office’s recommendation in the Unclaimed Royalties Report that “The MLC should engage

in in-person outreach as suggested by commenters, as the current pandemic subsides.” Id.

82 of 107

AMERICANAFEST, Music Tectonics, and Music Tech.

145

And in line with The MLC’s

commitment to collaboration and partnerships, over 20% of these in-person engagements were

conducted with esteemed organizations in the music industry, including the Association of

Independent Music Publishers (AIMP), Music Managers Forum (MMF), the Recording Academy,

and Independent Music Publishers International Forum (IMPF).

146

Building on the success of 2022, The MLC intensified its in-person engagement efforts in

2023. The number of in-person events attended and/or hosted nearly doubled, reaching 142 total

events in 2023. These events were held in nineteen different states in the U.S., as well as several

international locations, facilitating even more direct interaction with new audiences and

stakeholders. Of these events, 37 were dedicated to speaking engagements, underscoring The

MLC’s dedication to providing a platform for meaningful dialogue and engagement. In-person

events attended in 2023 include SXSW, the Music Biz Annual Conference, NOLA MusiCon, the

AIMP Nashville Songwriter Series, Annapolis Songwriters Festival, and several awards events,

including the CMA Awards, ASCAP Awards, BMI Awards and multiple engagements during

GRAMMY Week.

Cumulatively, representatives of The MLC have attended over 200 in-person industry

events since The MLC’s inception, either in a speaking engagement capacity or as an attendee

networking with stakeholders and spreading awareness about the organization. For every in-

145

Many of these in-person events were specifically identified as potential outreach targets in the Unclaimed Royalties

Report. See id. at 32-33. The MLC took those recommendations to heart, attending those events specifically suggested

as well as numerous others.

146

This aligns with and incorporates the Office’s recommendation in the Unclaimed Royalties Report that “The MLC

should partner with as many of the suggested organizations [suggested by commenters] as reasonably practical in its

education and outreach efforts.” Id. at 33-37.

83 of 107

person event, The MLC distributes printed handouts to attendees containing information about The

MLC, the industry’s digital audio music landscape, and a songwriter checklist.

147

3. Website

The MLC website offers extensive resources to educate and assist existent and potential

Members of the MLC, including instructions, forms, infographics and other data.

148

These

resources provide details about The MLC, how to become a Member, and music industry

terminology, among numerous other topics. A number of these resources are detailed in section

VII.C.1, infra, which provides more information on how The MLC uses its website to further its

education and outreach initiatives.

4. Social Media

Social media plays a critical role within The MLC’s education and outreach efforts. The

MLC maintains an active presence on all of its social media channels, amassing over 120,000

social media followers by the end of 2023 across its YouTube, LinkedIn, Instagram, Facebook, X

(formerly Twitter) and TikTok accounts. These different social media channels attract different

demographics and interests, and The MLC utilizes all of them to reach a broader audience of

stakeholders. By leveraging social media’s immediacy and reach, the MLC fosters direct

engagement with stakeholders through live Q&A sessions, promotes its virtual and in-person

events to boost attendance and participation, and cultivates partnerships with creators and other

organizations in the industry. The MLC also utilizes its social media accounts to share tutorial

videos, infographics and Member updates that supplement and complement what is sent out in its

147

This aligns with the Office’s recommendation in the Unclaimed Royalties Report that “When selecting events in

which to participate, the MLC should include events that allow creators and songwriters to directly engage with MLC

representatives (e.g., receive handouts, ask questions, and hear live answers).” Id. at 37.

148

This aligns with the Office’s recommendation in the Unclaimed Royalties Report that “Written materials, videos,

tutorials, and webinars should be … made publicly available on the MLC’s website.” Id.

84 of 107

Member newsletters to over 33,000 subscribers. Through these concerted efforts, The MLC

harnesses the power of social media to disseminate content about the organization, registration,

and the basics of music rights administration as widely as possible.

149

In 2022, The MLC began partnering with influencers and creators on social media to

expands its reach.

150

For example, it has partnered with songwriter and author of the best-selling

book How to Make It in the New Music Business, Ari Herstand, and talent manager Stephanie

Santiago-Rolón. The MLC has also partnered with numerous songwriters, both established and

up-and-coming, such as Jenn Schott, Dana Williams, Shamora, Rebecca Lynn Howard, Kaylee

Rose, Adam Falcon, Cassandra Kubinski, Blanco Brown and Oak Felder. These collaborations

allow The MLC to expand its reach by tapping into the personal networks of these diverse creator

partners.

5. Newsletters

The MLC publishes two newsletters: one for Members, and one for the music industry at

large. The newsletters provide extensive information and transparency about Blanket License

royalties and The MLC’s activities. The Member Newsletter has more than 33,000 subscribers

who receive the newsletter monthly, and the music industry newsletter, known as The Quarter

Note, is sent to nearly 8,000 individuals quarterly. After direct distribution, both newsletters are

149

This aligns with the Office’s recommendation in the Unclaimed Royalties Report that “the MLC should advertise

to the broadest extent reasonably practicable, including through … social media campaigns.” Id.

150

This aligns with the Office’s recommendation in the Unclaimed Royalties Report that “The MLC should partner

with … individual creators” in its education and outreach efforts. Id.

85 of 107

posted on The MLC’s website, making them available to anyone with an interest in learning more

about The MLC.

151

Each monthly Member Newsletter includes a Distribution Recap that presents numerous

royalty metrics specific to that month’s distribution, including details regarding the total amount

of the royalty pools reported, the total amount of royalties collected and distributed, the total

amounts of royalties that were unmatched, unclaimed, and on hold, the total amount distributed as

a result of The MLC’s reprocessing efforts, and more. The monthly newsletters also provide

Members with information about recent developments of note, including updates on the

distribution of matched historical royalties, rate proceedings before the Copyright Royalty Board,

updates on regulatory proceedings before the Office, and industry events, as well as news and

updates about items such as the launch or enhancement of Member tools and resources. Each

February, The MLC includes an Annual Royalty Recap that includes dozens of metrics

summarizing The MLC’s royalty distributions and administration activities during the previous

calendar year.

Each issue of The Quarter Note provides higher-level updates about similar operational

topics, including metrics for The MLC’s royalty processing, matching and distribution, updates on

operational activities, announcements about upcoming outreach and education events The MLC is

sponsoring or participating in, explanations of industry developments, and more.

Together, The MLC’s newsletters educate recipients about The MLC’s activities and

provide transparency into The MLC’s operations to Members and other stakeholders across the

industry.

151

This aligns with the Office’s recommendations in the Unclaimed Royalties Report that: (1) “the MLC should

advertise to the broadest extent reasonably practicable, including through … direct mailings”; and (2) “Written

materials … should be … made publicly available on the MLC’s website.” Id.

86 of 107

6. Press

The MLC has also cultivated coverage of its mission, initiatives and accomplishments by

media outlets both within the music industry and outside of it. In fact, The MLC has been

mentioned over 400 times in the press, including by outlets such as Forbes,

152

Reuters,

153

Variety,

154

Music Connection,

155

and Billboard,

156

to name a few.

157

Articles covering The MLC

have touted its accomplishments, publicized its mission, and highlighted new initiatives that

focused on educational partnership and events dedicated to historically underserved groups.

158

This earned media (i.e., media coverage that mentions The MLC without receiving any payment)

has amplified The MLC’s visibility and credibility with viewers and readers of industry and non-

industry outlets alike. The MLC leadership has also earned the opportunity to share the mission

of The MLC via podcasts, with interviews on shows such as Your Morning Coffee, DIY Musicians,

and Break the Business. Additionally, The MLC leverages the expertise of its Public Relations

Director, and has partnered with external public relations teams to support the awareness and

management of the organization’s brand and messaging.

152

See Cathy Applefeld Olson, Apple, Spotify And Other DSPs Pay $424M In Unmatched Royalties For Publishers,

Songwriters, Forbes (Feb. 16, 2021), https://www.forbes.com/sites/cathyolson/2021/02/16/apple-spotify-and-other-

dsps-pay-424m-in-historical-unmatched-royalties-for-publishers-songwriters/?sh=1194598ad4fb.

153

See Blake Brittain, MLC CEO Kris Ahrend on connecting copyright owners with streaming royalties, Reuters (Aug.

3, 2021), https://www.reuters.com/legal/legalindustry/mlc-ceo-kris-ahrend-connecting-copyright-owners-with-

streaming-royalties-2021-08-03/.

154

See Jem Aswad, $424 Million Up for Grabs as Music Streaming Services Fill MLC’s Black Box With Unmatched

Royalty Payments, Variety (Feb. 16, 2021), https://variety.com/2021/music/news/spotify-apple-425-million-royalties-

1234908957/.

155

See The MLC Announces Summit ‘For The Culture: Empowering Black Music Creators’, Music Connection (Jun.

2, 2022), https://musicconnection.com/the-mlc-announces-summit-for-the-culture-empowering-black-music-

creators/.

156

See Kristin Robinson, The MLC Has Paid Out $1.5B in Streaming Royalties to Songwriters and Publishers,

Billboard (Nov. 10, 2023), https://www.billboard.com/pro/songwriters-earned-streaming-royalties-mlc/.

157

This aligns with the Office’s recommendation that “the MLC should advertise to the broadest extent reasonably

practicable, including … broad-reaching publications (i.e., not just music industry publications).” Unclaimed

Royalties Report at 37.

158

See supra notes 9-14.

87 of 107

7. Advertisements

The MLC has placed over 140 digital and print advertisements in partner organization

websites or newsletters to amplify The MLC to their existing viewers. The MLC expanded its

advertising footprint from 30 advertisements with eight partner organizations in 2021, to 75

advertisements with 18 partner organizations in 2023, including Songwriter Universe, No

Depression, VIBE, and Bluegrass Standard. Since 2021, The MLC has also leveraged Google Ads,

which utilizes sophisticated algorithms to display The MLC’s ads specifically to Google users

searching for information related to the music business, music publishing, or songwriting. This

targeted approach maximizes the likelihood of reaching individuals who are more likely to engage

with The MLC’s content and convert into Members. As such, there have been over 900,000

impressions (i.e., views) of The MLC’s paid advertising on Google since 2021, which has, in turn,

driven users to the website to learn more about the mission and registration. The MLC also began

exploring in-app advertising in 2023 to increase impressions among those that use music industry

apps.

8. Partnerships

The MLC recognizes the significance and benefit of leveraging strong industry

partnerships to extend its reach and drive Membership. As such, The MLC is committed to

fostering collaboration and facilitating partnerships with stakeholders and organizations across the

global music industry. Through these strategic partnerships, The MLC has been able to tap into

diverse networks, share resources, and amplify awareness, engagement, and support for its

initiatives.

a. Educational Partnerships

The MLC’s engagement with college and university educators and students plays a pivotal

role in its education and outreach efforts. The MLC’s Educator Toolkit—a free resource designed

88 of 107

to help educators teach their students about the landscape of digital audio mechanical rights in the

U.S. and The MLC’s role in it following the passage of the MMA—serves as a valuable resource

to instructors within the Educator Ambassador program and beyond. The Toolkit provides

instructors with a range of materials they can seamlessly incorporate into their existing syllabi or

employ in the creation of new course modules. The Toolkit has been requested for use by at least

179 educators from 110 academic institutions across the country, some of whom participated in a

survey from The MLC soliciting their feedback on the Toolkit. The MLC regularly updates the

Toolkit to implement this feedback and keep pace with evolving developments in the field,

ensuring educators have access to the most up-to-date information and resources to enhance their

teaching practices. Three versions of the Educator Toolkit have been published thus far. Through

this resource, The MLC is able to build connections with future music business professionals and

aspiring songwriters at the outset of their respective careers.

The MLC launched its Educator Ambassador and Student Ambassador programs in 2021

and 2022, respectively, allowing qualified participants to earn an official designation, “MLC

Ambassador,” by demonstrating sufficient knowledge about The MLC and pledging to share that

information with their students or peers.

159

Educator Ambassadors are professional educators

within the music business community committed to helping educate their campuses and

communities about The MLC’s mission. Student Ambassadors are college or university students

that have volunteered to spread the word about The MLC to songwriters, composers, and lyricists

in their local communities and on social media. As Ambassadors, these students support their

musical peers, help them sign up for MLC membership, and get their songs registered while

gaining valuable, hands-on music business experience.

159

This aligns with the Office’s recommendation in the Unclaimed Royalties Report that “The MLC should partner

with … music education programs” in its education and outreach efforts. Unclaimed Royalties Report at 37.

89 of 107

The MLC’s Head of Educational Partnerships reviews all applications to each program to

confirm eligibility and coordinate Ambassador programs and activities. Approved Ambassadors

gain access to digital resources, virtual and in-person events and training, and private online

communities designed to support further learning and professional development. Currently, there

are more than 50 active Student and Educator

160

Ambassadors, representing more than 30

academic institutions, that are committed to inspiring and educating the next generation of music

industry professionals and creators. Together, the two Ambassador programs provide educators

and college students with a framework to certify their expertise and educate others about what The

MLC does, how The MLC works and the benefits of Membership.

The MLC seeks to engage directly with students in a variety of ways, including by speaking

at on-campus events, hosting student groups at The MLC’s office, holding or participating in

clinical programs and events for students that provide them with “real world” experiences, and

offering a paid Summer internship program. These activities and events serve as platforms for

networking and fostering connections between students, educators and industry professionals,

while also increasing awareness and understanding of The MLC’s purpose and operations. In

addition, many students with whom The MLC interacts are, themselves, songwriters who are

eligible to become Members of The MLC, so these interactions serve as yet another way The MLC

connects with prospective Members.

One example of a student program The MLC developed and hosted was The MLC’s first-

ever Student Match-A-Thon at the University of Miami’s Frost School of Music this past

November. This in-person workshop aimed to teach college students about music metadata and

the process of matching sound recordings with the musical works they embody. During the Match-

160

The Educator Ambassadors that are also staff members of The MLC are listed on The MLC website. See The

MLC, Educator Ambassadors, https://www.themlc.com/educator-ambassadors.

90 of 107

A-Thon, students were divided into teams and given two spreadsheets to fill in: one for their

recommended matches, and one for the Missing Member information they were able to find by

performing online research. The team with the most matches was awarded a prize, while all

student participants gained invaluable knowledge and hands-on experience.

One example of a student program in which The MLC participated was the Belmont

University Data Collaborative’s first-ever Data Hackathon. During the Hackathon, teams of

participating students used The MLC’s public data and public data from a large DMP to ascertain

a variety of metrics about the musical works registered with The MLC, such as the number of

songs registered with The MLC that had unclaimed shares, broken down by release year and by

genre. Each team then crafted “data stories” based on these metrics that they presented in the form

of infographics and reports to the rest of the participants. The team whose presentation was voted

the best was invited to a lunch at The MLC’s offices where they met members of The MLC’s

Matching Team.

b. International Relations

The MLC’s international relations efforts are dedicated to reaching and engaging

prospective Members, fostering crucial partnerships and collaboration across borders, with the aim

of maximizing the distribution of mechanical royalties that foreign rightsholders have earned from

streaming and download services in the U.S. For example, the International Relations team

engages with foreign CMOs to ensure they understand how the blanket licensing system for

mechanical rights works in the U.S. and how and why they can become Members of The MLC.

161

As a result of this outreach, over 100 foreign CMOs have been connected to The MLC, either

directly as Members or through an administration partner they have selected to represent them at

161

This aligns with the Office’s recommendation that “The MLC should partner with … foreign CMOs” in its

education and outreach efforts. Unclaimed Royalties Report at 37.

91 of 107

The MLC. These CMOs have allowed The MLC to reach and pay rightsholders in 122 countries

around the world.

In addition to collaborating with foreign CMOs, the International Relations team also

engages with dozens of other industry organizations around the world—including The

International Council of Music Creators (CIAM), Ivors Academy, the European Composer and

Songwriter Alliance (ECSA), the Music Managers Forum (MMF), the World Intellectual Property

Organization (WIPO), the Organisation Africaine de la Propriété Intellectuelle (OAPI), the

International Confederation of Music Publishers (ICMP) and the Independent Music Publishers

International Forum (IMPF), to name just a few—as well as individual creators to ensure

comprehensive coverage and representation. By fostering relationships with industry

organizations and the publishers, administrators, and songwriters they represent globally, the

International Relations team strives to ensure that all creators, regardless of affiliation or location,

are in a position to receive the mechanical royalties The MLC collects for the songs they have

written.

c. Third-Party Partnerships

The MLC actively seeks to cultivate collaborative relationships with third-party companies

operating in the music and technology sectors that offer services to music publishers,

administrators, self-administered songwriters and others in the music industry.

162

The MLC’s

engagement with these types of companies has produced initiatives related to rights administration,

data management, operations, membership services, and outreach and education. By fostering

strategic relationships with trusted third-party partners, The MLC aims to both to spread the word

about The MLC to the customers of these companies while also learning more about the services

162

This aligns with the Office’s recommendation that “The MLC should partner with as many of the suggested

organizations as reasonably practical in its education and outreach efforts.” Id. at 37.

92 of 107

these companies offer, so that The MLC can identify opportunities to engage these companies and

leverage their expertise to support The MLC’s mission and operations.

The MLC also actively seeks to cultivate relationships with third-party organizations that

represent and serve historically under-represented communities within the music industry—

particularly those that represent and serve independent songwriters and artists. Through

workshops, outreach events, and online engagement aimed at the communities these organizations

represent, The MLC is able to foster meaningful relationships with the members of these

communities and reach them where they are. For example, through an initiative called “BeatMix,”

The MLC hosted free micro-summits in recording studios in order to reach LatinX songwriters

who were also performers and producers, to educate them about The MLC, and to explain the

various rights and royalty streams their work generated. This approach complements The MLC’s

broader partnership strategies and top-level marketing, creating a dynamic network that caters to

a diverse array of rightsholders and amplifies The MLC’s impact.

d. Distributor Network

The MLC also invites various entities involved in the distribution and dissemination of

musical works to join its mission of paying out every mechanical royalty efficiently and

accurately.

163

To facilitate this collaboration and ensure that rightsholders receive appropriate

compensation for the use of their works, The MLC established the DURP, which enables music

distributors, aggregators, and other eligible sound recording distributors to gain visibility

into every sound recording use reported by DSPs that The MLC has not been able to match to a

musical work in The MLC’s database. By offering such an unprecedented view into The MLC’s

unmatched recordings data via DURP, The MLC enables distributors to identify existing

163

This aligns with the Office’s recommendation that “The MLC should partner with … DMPs [and] distributors and

aggregators” in its education and outreach efforts. Id.

93 of 107

customers of theirs who may not be receiving their mechanical royalties from The MLC and then

encourage their customers to connect with The MLC—either directly (by becoming Members of

The MLC) or indirectly (by signing up for the publishing administration services that that company

or another unrelated company offers)—in order to claim any unmatched royalties that The MLC

has accrued for their musical works.

C. Tailored Efforts to Reach Diverse Audiences

The Office expresses an interest in the NOI “in how [The MLC] ‘tailor[s] its education and

outreach activities in recognition of the industry’s broad and diverse spectrum of songwriters and

age, and music genre,’ including how it ‘employ[s] dedicated, persistent outreach to historically

underserved groups.’”

164

Diversity is one of The MLC’s guiding principles and is embedded into every facet of the

organization, including its education and outreach initiatives. The MLC recognizes the rich

diversity within both its Membership and the music industry at large, understanding that

songwriters come from every corner of the world with various backgrounds, levels of experience,

and artistic genres. The MLC is deeply committed to ensuring that its outreach efforts reflect the

diversity of the prospective and active Members it serves, meet the specific needs of different

stakeholders, resonate with individuals across the spectrum, and drive inclusive, sustained

engagement. As such, The MLC tailors its outreach according to all of the different factors

identified in the NOI, as set forth below.

164

NOI at 5944 (quoting from the Unclaimed Royalties Report at 29).

94 of 107

1. Level of Sophistication

The MLC does not assume that all of its Members and outreach targets are sophisticated in

music publishing and administration; rather, it understands that the level of knowledge and

experience with digital music royalties varies drastically amongst its stakeholders. In light of this,

The MLC tailors education and outreach efforts to a spectrum of industry sophistication.

165

For

novice creators or those unfamiliar with the complexities of the statutory license, The MLC

provides introductory materials and beginner-friendly videos that break down intricate concepts

into digestible pieces and explain the benefits of becoming a member of The MLC. Conversely,

for seasoned professionals well-versed in music copyright law, The MLC offers more advanced

resources and specialized webinars that delve into nuanced topics, catering to their expertise and

interest.

For example, The MLC website offers wide-ranging educational resources that are tailored

to different audience groups, each with unique needs and levels of expertise within the music

industry. Its “Resources” page

166

specifically delineates which resources will be most relevant

and meaningful to which audience—namely, self-administered songwriters,

167

music

publishers,

168

DSPs,

169

educators,

170

students

171

and/or lawyers

172

—to help website visitors find

suitable information more quickly. Tailoring its educational materials to various groups beyond

165

This aligns with the Office’s recommendation that, “to the greatest extent reasonably practicable, the MLC should

tailor its education and outreach activities in recognition of the industry’s broad and diverse spectrum of songwriters

and copyright owners, including by stakeholders’ varying levels of sophistication.” Id. at 29.

166

See The MLC, Resources, https://www.themlc.com/resources.

167

See The MLC, Self-Administered Songwriters, https://www.themlc.com/self-administered-songwriters.

168

See The MLC, Music Publisher Resources, https://www.themlc.com/publishers-resource-page.

169

See The MLC, DSP Resources, https://www.themlc.com/dspresources.

170

See The MLC, Educational Partnerships, https://www.themlc.com/educators.

171

See The MLC, For Students, https://www.themlc.com/students.

172

See The MLC, Resources for Lawyers, https://www.themlc.com/lawyers.

95 of 107

songwriters and publishers also enables The MLC to reach more potential Members and drive

engagement indirectly.

Moreover, to specifically educate individuals who are not familiar with the more legal or

technical terms used to describe certain aspects of the services The MLC provides, The MLC

website provides a Music Industry Terminology glossary.

173

This page defines some of the most

frequently used terms and concepts that are important to understand as one begins the process of

becoming a Member of The MLC, such as mechanical licenses, royalties, and the differences

between different types of digital services offerings.

The MLC has also created simple digital graphics designed to demystify the complex

digital licensing landscape.

174

For example, the below graphic illustrates several of the royalty

streams related to the digital distribution of music, identifies some of the key organizations that

administer those royalties, and explains how The MLC fits in with other industry organizations,

which can indicate to some rightsholders why they might need to connect with The MLC:

173

See The MLC, Frequently Asked Questions: Music Industry Terminology,

https://www.themlc.com/faqs/categories/music-industry-terminology.

174

This aligns with the Office’s recommendation in the Unclaimed Royalties Report “that educational materials be as

clear as possible, engaging, and aesthetically appealing, especially when teaching the ‘basics.’” Unclaimed Royalties

Report at 31.

96 of 107

This graphic is published on The MLC’s website along with information about other key

organizations in the digital licensing landscape.

175

As discussed above,

176

The MLC also offers a wide variety of webinars and video content

to help educate prospective MLC Members and active Members on all they need to know about

The MLC and music industry topics related to mechanical licensing. This content is curated to

accommodate audiences with diverse levels of sophistication, featuring a spectrum of videos

ranging from nuanced and complex analyses to simpler, more accessible explanations. On one

end of the spectrum, for example, are short, animated videos explaining the difference between a

musical work, a sound recording and an audiovisual work,

177

and on the other end are full-length

175

See The MLC, The Digital Music Royalties Landscape, https://www.themlc.com/digital-music-royalties-landscape.

176

See Section VII.B.1, supra.

177

See The MLC, The MLC Musical Works, Sound Recordings, and Audiovisual Works, YouTube (Nov. 7, 2023),

https://www.youtube.com/watch?v=dhnDlK1LG_w&list=PLMAQWP7v2DweDE4TR63g1lWvJfg9bsGHc&index=

35&ab_channel=TheMLC.

97 of 107

webinars delving into the best practices for managing metadata to ensure that you are getting paid

all of your mechanical royalties.

178

These resources are available both on The MLC’s website

179

and its YouTube channel,

180

which, by the end of 2023, had amassed over 91,000 subscribers and

contained 85 different educational videos and archived webinars housed on its platform.

2. Geographic Location

The MLC puts directed efforts into maintaining a broad geographic diversity in its outreach

efforts.

181

Recognizing that the music industry extends far beyond major urban centers, The MLC

endeavors to reach individuals in rural areas and underserved communities through online

platforms, virtual events, and social media. By embracing technology and leveraging digital tools,

for example, The MLC ensures that geographic location does not hinder access to educational

resources, empowering creators regardless of where they reside. The metrics that The MLC has

been able to collect from webinars hosted by The MLC reveal that attendees resided in every one

of the 50 states in the U.S. as well as more than a dozen countries around the world.

Through The MLC’s Creator Consultant Program, The MLC engages trusted names in the

industry on a part-time, short-term basis (“Creator Consultants”) to act as local market

ambassadors to The MLC and enhance awareness among industry groups.

182

Creator Consultants

host and attend events for songwriters and others who represent or support songwriters in local

178

See The MLC, The MLC Presents: Metadata & Money: What You Need to Know, YouTube (Sept. 8, 2021),

https://www.youtube.com/watch?v=buN7pGbbx90&list=PLMAQWP7v2DweDE4TR63g1lWvJfg9bsGHc&index=

3&ab_channel=TheMLC.

179

See The MLC, Webinars & Videos, https://www.themlc.com/webinars-videos.

180

See The MLC, YouTube, https://www.youtube.com/@TheMLC.

181

This aligns with the Office’s recommendation that, “to the greatest extent reasonably practicable, the MLC should

tailor its education and outreach activities in recognition of the industry’s broad and diverse spectrum of songwriters

and copyright owners, including by stakeholders’ … geographic location.” Unclaimed Royalties Report at 29.

182

This aligns with the Office’s recommendation that “The MLC should partner with … individual creators” in its

education and outreach efforts. Id. at 37.

98 of 107

markets on behalf of The MLC, collaborate with the Heads of Marketing and Third-Party

Partnerships to reach new audiences, share educational content on their personal social media

accounts, and gather feedback from local stakeholders to share with The MLC’s leaders. The

MLC Creator Consultants have been key collaborators in The MLC’s efforts to reach, educate,

and onboard songwriters and composers across the U.S. and in parts of Latin America.

183

Additionally, as discussed above,

184

The MLC has created roles that are dedicated to

advancing its educational initiatives and partnerships amongst specific demographics, including

the Head of Educational Partnerships and Head of International Relations. The MLC’s Head of

Educational Partnerships focuses on engaging future members of the music industry currently

studying music business and related subjects at colleges and universities across the country and

around the world in support of The MLC’s outreach efforts.

185

The MLC’s Head of International

Relations is responsible for coordinating with international rightsholders to maximize the

distribution of royalties, developing strategies for data validation and distribution, and helping to

identify and address any operational challenges facing international members.

186

These roles are

pivotal in driving awareness and membership growth to creators in diverse geographic markets.

3. Age

The MLC recognizes that age can correlate with preferred ways to engage with educational

content and technology. The MLC’s broad approach to communications caters outreach to

183

This incorporates the Office’s recommendation that “The MLC should solicit feedback from stakeholders to

determine whether [The MLC’s written materials, videos, tutorials, and webinars] should be translated (and if so, into

which languages).” Id.

184

See section VII.B.8, supra.

185

For more information on The MLC’s engagement with educators and students, see section VII.B.8.a, supra.

186

For more information about The MLC’s International Relations team, see section VII.B.8.b, supra.

99 of 107

creators of all ages.

187

For younger generations accustomed to digital platforms and short-form, interactive

content, The MLC utilizes engaging multimedia resources that make education both informative

and entertaining. For example, The MLC has increased the usage of paid advertising specifically

on TikTok—a social media app dedicated to short-form videos

188

and popular as a source of

information for younger generations

189

—to reach and engage with younger demographics.

190

The

MLC also utilizes TikTok and its other social media accounts, including YouTube, LinkedIn,

Instagram, Facebook and X (formerly Twitter), to consistently share educational content about

The MLC and the music business in general.

The MLC has also developed programming and resources specifically for teens and college

students. For example, The MLC’s Student Ambassador program is open to all students currently

enrolled in college or university classes. Through this program, The MLC encourages and

empowers young adults to become advocates for music copyright education and literacy within

their communities. The Student Ambassador program thus not only not only raises awareness of

The MLC amongst a younger demographic, but also cultivates a new generation of informed and

responsible music industry professionals. Moreover, through the Educator Ambassador program,

187

This aligns with the Office’s recommendation that, “to the greatest extent reasonably practicable, the MLC should

tailor its education and outreach activities in recognition of the industry’s broad and diverse spectrum of songwriters

and copyright owners, including by stakeholders’ … age.” Unclaimed Royalties Report at 29.

188

See TikTok, Our Mission, https://www.tiktok.com/about?lang=en (last visited Mar. 13, 2024).

189

See Kalley Huang, For Gen Z, TikTok Is the New Search Engine, The New York Times (Sept. 16, 2022),

https://www.nytimes.com/2022/09/16/technology/gen-z-tiktok-search-engine.html (last visited Mar. 13, 2024)

(“More and more young people are using TikTok’s powerful algorithm — which personalizes the videos shown to

them based on their interactions with content — to find information[.]”).

190

This incorporates the Office’s recommendation that “The MLC should consider different mediums’ effectiveness

in connecting with different creator groups and invest in those that are most effective in engaging with under-

participating member demographics.” Unclaimed Royalties Report at 38.

100 of 107

instructors utilize The MLC’s Educator Toolkit to inspire and educate the next generation of music

industry professionals.

191

At the high school level, The MLC has also held a series of webinars

192

as part of its Junior

Music Rights Week initiative, which introduced younger music creators between the ages of 13

and 18—as well as their parents or guardians—to The MLC. In collaboration with the Save The

Music Foundation, The MLC’s Head of Third-Party Partnerships developed this initiative to

address the upsurge in young aspiring artists utilizing affordable tools to independently produce

new music and releasing it via user-generated content (UGC) platforms. In addition to webinars,

the initiative included a fun, virtual pop-quiz for participants with questions covering The MLC,

mechanical licensing and the music business in general.

Conversely, for those who may prefer traditional formats or face barriers to technology

adoption, The MLC provides print materials, phone support, in-person events and in-person

assistance to ensure accessibility and inclusivity. For example, The MLC has a Customer

Experience (CX) team that is accessible to Members, potential Members, and other stakeholders

via phone, chat (average response time within seconds) and email (average response time within

hours). Additionally, the Missing Member team is dedicated to researching and contacting

individuals with royalties via direct email, phone, and certified mail. These efforts help to reach

rightsholders who may be less likely to be on social media or see information about The MLC

online.

193

191

For more information on The MLC’s engagement with educators and students, see section VII.B.8.a, supra.

192

See, e.g., The MLC, Music, Rights & Money for Teen Artists, YouTube (Oct. 13, 2021),

https://www.youtube.com/watch?v=zssjFfibSMQ&ab_channel=TheMLC; see also The MLC, Teens in Music

Roundtable, YouTube (Oct. 15, 2021), https://www.youtube.com/watch?v=l64eBEyCJKY&ab_channel=TheMLC.

193

This also incorporates the Office’s recommendation that “The MLC should consider different mediums’

effectiveness in connecting with different creator groups and invest in those that are most effective in engaging with

under-participating member demographics.” Unclaimed Royalties Report at 38.

101 of 107

4. Music Genre

To support creators across genres, The MLC tailors its educational materials and outreach

strategies to resonate with the specific needs and interests of different musical communities.

194

For example, The MLC has offered genre-specific webinars

195

and in-person workshops

196

that

delve into the nuances of copyright law, licensing and revenue distribution within particular music

genres. The MLC also partners with numerous organizations that serve creators who self-associate

with specific genres, including the Americana Music Association, the International Bluegrass

Music Association, the Gospel Music Association, the R&B Foundation in Memphis, the Church

Music Publishers Association, Folk Alliance International, the Music Publishers Association, the

Academy of Country Music, Country Music Association, and the Society of Composers &

Lyricists. The MLC also collaborates with industry experts, artists and associations within various

genres to ensure that its educational content is relevant, engaging and impactful across diverse

audiences.

194

This aligns with the Office’s recommendation that, “to the greatest extent reasonably practicable, the MLC should

tailor its education and outreach activities in recognition of the industry’s broad and diverse spectrum of songwriters

and copyright owners, including by stakeholders’ … music genre.” Id. at 29.

195

For example, The MLC offered a webinar titled “Mucho Dinero – Unlocking U.S. Digital Royalties for Latin

Music,” which focused specifically on educating Latin music creators and rightsholders on the ways that the digital

music licensing landscape continues to evolve, as well as how to navigate that evolving landscape, build strong

businesses, and receive the royalties earned for their works. See The MLC, The MLC Presents: Mucho Dinero -

Unlocking U.S. Digital Music Royalties for Latin Music, YouTube (May 5, 2021),

https://www.youtube.com/watch?v=BfCOnTMXtHo&t=2300s&ab_channel=TheMLC. As another example, The

MLC’s Head of Educational Partnerships gave a virtual presentation at the Prayze Factor Awards Educational Summit

in September 2022, which was geared specifically toward artists in the Christian and gospel music genre communities.

196

For example, The MLC partnered with Nashville is Not Just Country Music to present an in-person workshop

focusing specifically on revenue distribution in rap and hip-hop. The workshop, titled, “From Beat to Bank: Dissecting

the Flow of Digital Music Royalties in Rap and Hip-Hop,” took place on June 22, 2023, at The MLC’s offices in

Nashville. See Dae Bogan, Dae Bogan to Conduct Workshop ‘From Beat to Bank: Dissecting the Flow of Digital

Music Royalties in Rap and Hip-Hop’, Dae Bogan Music (May 31, 2023),

https://daeboganmusic.com/2023/05/31/dae-bogan-to-conduct-workshop-from-beat-to-bank-dissecting-the-flow-of-

digital-music-royalties-in-rap-and-hip-hop/. As another example, The MLC’s Head of Educational Partnerships spoke

on a panel at the Gospel Industry Network national meeting in July 2022, and will lead a workshop on behalf of The

MLC next month at the International Christian Film and Music Festival.

102 of 107

5. Historically Underserved Groups

The MLC has employed dedicated, persistent outreach to historically underserved groups

since its inception. Through the lens of cultural relevancy and participation, The MLC has

cultivated partnerships with community-based organizations, hosting outreach and educational

events aimed at reaching the Asian American and Pacific Islander, Black, Latinx, LGBTQ+ and

Native American music creator communities.

197

For example, The MLC has hosted or co-hosted:

“El MLC en Español” webinar series (during Hispanic Heritage Month);

198

a virtual panel

discussion featuring LGBTQ+ creators (during PRIDE Month);

199

a webinar celebrating Black

Music Creators (during Black Music Month); and a webinar featuring Asian and Pacific-Islanders

in the music industry.

The MLC has also added new multilingual educational and outreach materials as part of

its efforts to ensure that Members can access educational resources in their preferred language.

200

The Member Services team works with a third-party service to make interpreters available in real

time to assist Members in over 170 languages. Additionally, The MLC has created Spanish- and

French-language URLs for its website, which connect Spanish- and French-speaking visitors

197

This aligns with the Office’s recommendation that “the MLC should employe dedicated, persistent outreach to

historically underserved groups.” Unclaimed Royalties Report at 29.

198

See The MLC Launches ‘El MLC en Español’ for Hispanic Heritage Month, Music Connection Magazine (Sept.

17, 2021), https://www.musicconnection.com/the-mlc-launches-el-mlc-en-espanol-for-hispanic-heritage-month/; see

also Lydia Farthing, MLC To Host ‘El MLC En Español’ For Hispanic Heritage Month, Unveils New Spanish

Resources, MusicRow (Sept. 21, 2021), https://musicrow.com/2021/09/mlc-to-host-el-mlc-en-espanol-for-hispanic-

heritage-month-unveils-new-spanish-resources/.

199

See The MLC Announces Pride Month Programs, Music Connection Magazine (May 23, 2022),

https://www.musicconnection.com/the-mlc-announces-pride-month-programs/; see also Marissa Tomeo, The

Mechanical Licensing Collective to Host Two Events for LGBT Music Industry Creators, Broadway World (May 28

2022), https://www.broadwayworld.com/nashville/article/The-Mechanical-Licensing-Collective-to-Host-Two-

Events-for-LGBT-Music-Industry-Creators-20220528.

200

This also incorporates the Office’s recommendation that “The MLC should solicit feedback from stakeholders to

determine whether [The MLC’s written materials, videos, tutorials, and webinars] should be translated (and if so, into

which languages).” Unclaimed Royalties Report at 37.

103 of 107

directly with educational materials and tools in their native language.

201

By providing dedicated

URLs in Spanish and French, The MLC strives to enhance the user experience for a diverse global

audience, minimize language barriers, and facilitate greater engagement with its resources and

services.

The MLC also leverages the universal accessibility of social media to reach broader

audiences. For example, The MLC social media accounts have featured and promoted clips from

live webinars with Native American, Hispanic, African American, Teen, LGBTQ+, and Asian

Pacific American Music Creators. The utilization of hashtags and tagging industry partners helps

amplify the events and make cross-posting from panel participants to their audiences as easy as

possible. Additionally, in 2023, The MLC hosted monthly Instagram Live sessions. These one-

hour sessions included a wide variety of guests to engage some of the historically underserved

segments of music creators like indie songwriters and composers, hip-hop and rap producers, and

bluegrass singer-songwriters. The MLC selected guests who were already leading the way in those

segments for informative conversations and live Q&A during the sessions.

D. Data-Driven Education and Outreach Strategies

1. Use of Data in Decision-Making and Performance Measurement

The MLC uses data to assess the impact of various marketing activities, including in-person

events, webinars and advertising campaigns.

202

The MLC tracks and evaluates a host of metrics

that it considers when deciding where to allocate time and funding. For example, it analyzes past

performance metrics, such as which digital flyers were most impactful for previous events, the

number of people in attendance at events, subscriber numbers for email campaigns, circulation

201

See The MLC, El MLC en Español, https://www.themlc.com/es/resources-spanish; see also The MLC, La MLC en

Français, https://www.themlc.com/fr/resources-french.

202

This aligns with the Office’s recommendation that “the MLC continually review and evaluate the effectiveness of

its education and outreach efforts over time.” Unclaimed Royalties Report at 38.

104 of 107

numbers for print ads, most trafficked pages on its website, and most viewed videos on its

YouTube channel.

203

By analyzing historical data on similar events and collaborations, The MLC

can make informed judgments regarding resource allocation and prioritize initiatives that yield the

highest return on investment in terms of fostering awareness, facilitating understanding, and

promoting engagement within the music community.

The MLC also tracks various digital performance metrics, including potential reach (i.e.,

the estimated number of potential Members that will see the advertisement), impressions (i.e., the

number of potential Members that actually see the advertisement), and clicks (i.e., the number of

potential members that click on the advertisement). The Marketing team evaluates advertising

opportunities based on the reach that the vendor has accumulated, the target markets and audiences,

and the reputation of the vendor among creators. Once a digital ad is placed on a website or in an

email, the vendor tracks the number of times the ad is seen, which helps The MLC anticipate the

actual reach of the marketing channel and vendor. Impressions increase brand awareness and

move potential Members one step closer to taking action; in fact, it is said that it takes an average

of seven impressions before someone will take action.

Once a potential member sees the advertisement and clicks on it, it is registered as a “click.”

Click data helps The MLC to track how engaging and successful the advertisements are on driving

awareness, traffic to the website, and ultimately Memberships.

203

By the end of 2023, The MLC YouTube page had over 91,000 subscribers opting in to see new video content from

the organization on their custom feed, nearly 90 million views on The MLC’s videos, and nearly 150,000 clicks to

learn more about The MLC. The most viewed videos on The MLC YouTube page include: “About The MLC in 60

Seconds” (19,000+ views); “Que Es El MLC en 60 Segundos” (11,000+ views); “Tuning Into Pride (2022): An LGBT

Music Industry Roundtable” (14,000+ views); and “Metadata & Money” (10,000+ views). See The MLC, YouTube,

https://www.youtube.com/@TheMLC/videos.

105 of 107

Social Media Data (2021-2023)

Followers Impressions Clicks

Facebook 2,740 9,871,844 69,714

Instagram 10,457 13,120,476 90,497

LinkedIn 12,257 57,181 220

TikTok 277 9,260,068 90,824

X (Twitter) 2,469 139,081 348

YouTube 91,840 89,228,511 149,680

TOTAL 120,040 121,677,161 401,283

The Click-Through Rate (CTR) is the number of clicks divided by the number of

impressions, and reveals how often people who view the ad click on it. CTR also provides

feedback on the ads to determine which messaging and images are most effective. The MLC

Marketing team carefully reviews and evaluates all of this data when determining where to allocate

resources for advertising campaigns.

Through continuous evaluation and optimization of its education and outreach efforts, The

MLC strives to empower rightsholders with the knowledge and resources necessary to navigate

the complexities of mechanical licensing and ensure fair compensation for their creative works.

2. Use of Member Demographic Statistics and DSP Usage Analytics to

Better Target Education Efforts

The MLC integrates the demographics of its Members into planning in many ways. For

example, The MLC analyzes Member zip codes to gain valuable insight into the regional

concentrations of rightsholders and to help target event outreach accordingly. As another example,

The MLC has long been aware of the substantial amount of works, and associated royalties, that

are registered to Members in foreign territories. As a result, The MLC makes concerted efforts to

106 of 107

undertake outreach in foreign territories.

204

Similarly, leveraging its team’s insights and industry

acumen, The MLC’s awareness of the vibrant music community in Houston led to its decision to

engage a Houston-based Creator Consultant. Additionally, recognizing the importance of

personalized communication, The MLC analyzes statistics pertaining to its Members’ varying

levels of activity and engagement with The MLC, segments its Members according to these

engagement patterns, and tailors its email marketing campaigns to each segment so that the

messaging is relevant and targeted, fostering continuous interaction and involvement.

The MLC also analyzes DSP usage reporting to help target outreach to members in multiple

ways. Two of those ways have been highlighted above: the DURP program

205

and Missing

Member outreach.

206

The DURP begins through analysis of metadata in DSP usage reporting to

identify the distributors of sound recordings that are unmatched. The MLC then uses that data to

provide enrolled independent sound recording distributors with a targeted view of the public works

database that can be used by them to direct outreach and education to rightsholders who potentially

have unregistered works. Missing Member outreach also analyzes sound recording artist metadata

in DSP usage reporting to try to identify rightsholders who have not yet registered with The MLC

in connection with their works.

204

These efforts align with the Office’s recommendation that “the MLC should use member demographic statistics …

to the extent available and reasonably practicable, to better target its education and outreach efforts towards under-

participating groups.” Unclaimed Royalties Report at 38.

205

See, e.g., Section VII.B.8.d, supra.

206

See, e.g., Sections II.A.1 and II.D, supra.

107 of 107

CONCLUSION

The MLC appreciates the diligence of the NOI and hopes that the information provided

herein is of assistance to the Office in its review. The MLC is available to respond to any additional

questions or requests for further information. The MLC also looks forward to receiving feedback

from stakeholders who elect to participate in this review process while continuing to actively

engage with all stakeholders moving forward.

Respectfully submitted,

PRYOR CASHMAN LLP

By: /s/ Benjamin K. Semel

Benjamin K. Semel

M. Mona Simonian

Susannah G. Price

7 Times Square

New York, New York 10036-6569

Telephone: (212) 421-4100

[email protected]

Counsel for The Mechanical Licensing Collective

EXHIBIT 1

Delaware

The First State

Page 1

7309960 8300C

Authentication: 203103186

SR# 20241151141

Date: 03-25-24

You may verify this certificate online at corp.delaware.gov/authver.shtml

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY "MECHANICAL LICENSING COLLECTIVE" IS

DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN

GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE

RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTY-FIFTH DAY OF MARCH,

A.D. 2024.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION

IS AN EXEMPT CORPORATION.

AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE

BEEN FILED TO DATE.

EXHIBIT 2

1 of 28

MEMBER ENDORSEMENT

Endorsement Text

We are Members of The MLC, and we endorse and support

The MLC to continue to serve as the statutory mechanical

licensing collective that is responsible for administering the

blanket license established by the Music Modernization Act.

We own and have exercised exclusive rights to license

musical works for use in covered activities under the blanket

license (17 U.S.C. 115(d)) during the past three calendar years.

List of Endorsing Members

Member Name MLC Member Number

#TNM THE NEW MOVEMENT INC.

PA04VM

11 ONE MUSIC

PUBLISHING LLC

P219XC

13TH & EAST

P313ZX

1440 MUSIC PUBLISHING

P209MH

21BANDSTAND PUBLISHING

P179UW

21ST CENTURY SONGBOOK

P044OY

3 HATS PUBLISHING

P215Z1

4 AFINITY

P094SB

4EVER COUNTING EMPIRE LLC

P245AL

A DIAMOND HEART PRODUCTION

P052DI

A FEW

LITTLE NOTES LLC

P003DA

A J EXITOS, INC.

P200N0

A MINH TUAN

P198ZW

A UNO MUSIC

P079U8

A&I MUSIC ENTERTAINMENT, INC

P179CA

AAFRAC MUSIC

PW05IF

AARON SKILES

P138IL

ABKCO MUSIC INC

P11300

2 of 28

ABORA MUSIC LLC

P029YM

ADAM ZAMPINO

P276FX

ADAMANTIUM

P170HI

ADARGA PUBLISHING

PA302E

ADELBERT MOSS

P310K0

ADRIAN POUNTNEY

P318EF

ADRIAN THOMPSON

P271X5

AFTER SUNSET MUSIC

P161MU

AFTERSCHOOL PUBLISHING COMPANY

P304LL

AIKAN THE GREAT

P8158X

AIN NASRIKO

P268RB

ALAN MARGARITO

HERNANDEZ

ANTONIO

P315RE

ALAYNA CARROLL MUSIC

P054O1

ALBERT SUMMERS

P268R4

ALBERTH LEONARDO CHOQUE

MAQUERA

P294N9

ALCHIMIST PUBLISHING

P025GC

ALEJANDRO MARTINEZ GORDILLO

P295KO

ALEJANDRO MEDRANO

P286ZA

ALETEO BOOM

P252UD

ALEXANDER ENEV

P146DB

ALEXANDRE POPRAVKO

P157MJ

ALEXIA PAIGE

P246GG

ALEXIS AVILES

P284IK

ALIBI MUSIC LIBRARY

P027AA

ALICIA STOCKMAN

P261H2

ALL AGLOW MUSIC

P201RM

ALL HOURS PUBLISHING

P142SM

ALLIED RHYTHM

P059CR

ALMS. INTL. MUSIC AGENCY

P9445Z

ALMUS MUSIC

P133FE

ALPHA TAILOR

P292KX

ALROSE MUSIC

P1728J

ALTAZ MUZIC PUBLISHING

P267BK

ALTHAGOODMUSIC CO.

P252R3

AMANDA BLANKENSHIP MUSIC

P000DJ

AMBEDO

P309EH

AMENABLE MUSIC

P13846

ANDALUZ MUSIC, LLC

P0368Q

ANDILE VALENTINE ZULU

P252H2

ANDREA

HAMILTON MUSIC

PM39XT

3 of 28

ANDREA RULLO

P287JS

ANDRES ESTEBAN GUAZZELLI

P318S9

ANDREW HOOKER

P322LO

ANDREW KRAUSE

P315E5

ANDREW MELZER

P146DJ

ANDREW PHILIP COMO

P275U5

ANDY ESPINAL ALCANTARA

P264RW

ANGEL FLOWER MUSIC

P134T7

ANGRY MOB MUSIC LLC

P8860I

ANNABEL IS HER MOTHER TODAY

P048TD

ANNE TRENNING

P323T9

ANTHONY DOMINGO

P218K1

ANTHONY G THOMAS

P315LJ

ANTHONY J FREDIANELLI

P322B0

ANTHONY SMITH

P266BP

ANTHONY VINCENT RANGEL

P201N5

ANZALDO PUBLISHING LLC

P176MI

ARE YOU GETTING

SCARED YET...BOO!

P034VE

ARES KENNEDY

P315PV

ARGONEX

P253FU

ARMAUTHOR NGO

P163V5

ARON ROSING

P268QD

ARTSONG MUSIC

P32644

ASCANIO PUBLISHING

P209QL

ASHLEY NORTON

P320QD

ASHTON J MCARN II

P306WQ

ATLANTIC BRIDGE MUSIC

P302J8

ATLAS MUSIC

PUBLISHING

P9686S

ATMR SONGS

P233RG

ATTACCA PUBLISHING

P155CU

AUGUSTINE JOHNSON

P318PI

AUGUSTO RAMIREZ

P144FX

AUREAE PUBLISHING

P205HA

AUSTIN SEBEK

P322KE

AUSTRO

MECHANA GMBH

P1659A

AUSTYN SHULL

P204QC

AVERY BRIGHT

P148IA

AYANO SHAUNTEE

THOMPSON JR

P324GZ

AYO MUSIC GROUP, LLC

P294HV

AZAR MUSIC GROUP, LLC

P116MH

B A D M O N V I C

P200W6

4 of 28

B.E. RELATIONS PUBLISHING

P257PE

BACKSTAGE MUSIC

P270NW

BACONPALACE RECORDS

P203JZ

BAD HABITZ

P289K9

BAD MUTHA PRODUCTIONS, LLC

P071TW

BAILEY COOKE

P252UE

BANGIN' OUT A MELODY MUSIC

P0568S

BATTL VICTORY PUBLISHING

P093OR

BEADY EYES PUBLISHING

P83403

BEAR VS MACHINE

PM62I8

BEATSVILLE USA

P058HU

BEATWORLD MUSIC

P8902N

BEDROOM STUY MUSIC

P261TJ

BEKIM BYTYQI

PA12GN

BEN GARNETT

P295PJ

BENJAMIN J ARNOLD

P209Q2

BENJAMIN MASTERS

P158FU

BESA MUSIC PUBLISHING

P300ZH

BGO MUSIC

P31396

BHANUPONG ASATAMONGKOLCHAI

P252TE

BHP ROYALTY COMPANY

P133KN

BIBZTHADON

P114VT

BIG CYRUS MUSIC

PA30H1

BIG MACHINE MUSIC LLC

P9075P

BIG

MASTERZ

P259RB

BIGMICKROCKS

P237CX

BILL ABERNATHY

P319ZN

BILL WOLFER

P320CC

BILLEEGEE PRODUCTIONS

P6708A

BIZSONG

P172UL

BLACK MATH ENTERTAINMENT

P205UM

BLACKNINTENDO MUSIC

P070XF

BLAKE HOUGH ENTERTAINMENT

P182G9

BLAZEMUSIC.NET

P191AX

BLAZEMUSICNET WORLDWIDE

P201N8

BLOCK BOI ENT

P262LH

BLOCK BOY MAFIA GLOBAL

P231B4

BLUE SQUARES MUSIC

P0640M

BLUE STEEL MANAGEMENT

PUBLISHING

P070W7

BMG RIGHTS MANAGEMENT US, LLC

P48220

BOA MUSICA AMERICA CORP

PA25VI

5 of 28

BOARHOG MUSIC

PV90CO

BOB

HARTRY, INC

P134QH

BODAPEST MUSIC

P146IB

BODIEN PUBLISHING

P206XM

BODY VIBES PUBLISHING

P161LY

BOOMTANG RECS/LFJ PUBLISHING

P22122

BRAD JACOBSEN

P136G7

BRADLEY COLLINS MUSIC

P252A6

BRANDEIS MUSIC

P2180C

BRANDON FIELDS PUBLISHING

P288SA

BRANDON ISAIAH STREETER

P292RB

BRASSTACKS ALLIANCE

P3445U

BRAT MUSIC

P252R7

BRETT BETHKE

P313MT

BRIAN MATTHEW JOHNSTON

P293U0

BROADWAY MUSIC CORPORATION

P040H3

BROOKS BROS PUBLISHERS

PD17UP

BROWER AVENUE MUSIC

P521TY

BRYAN JAY HONGOLA

P321BR

BRYAN MCNEIL

WALKER

P265UP

BRYAN MILES

P302H3

BRYAN ROSS

P216H8

BURN THE STEREO

P256TQ

BUSHWHACK PUBLISHING

P147P5

C2N MUSIC

P092CZ

CADIUM MUSIC PUBLISHING

P3648B

CAKE FACE PUBLISHING

P212NP

CALHOUN ENTERPRISES LLC

P1213F

CALVARY CHAPEL OF

COSTA MESA

P9452C

CAMALI MUSIC

P039JC

CAMRYN SHAFFER

P284FO

CANZION GROUP LP

P8901N

CARDIAC MUSIC

P238P9

CARLOS ADRIAN ORTEGA

P318CT

CARLOS EDWIN DUVAL SORIANO

P301CR

CAROLE POPE D/B/A JOAN TONE

MUSIK

P51118

CAROLINEBENZON MUSIC

PUBLISHING

P220M5

CAROLYN WOOD CATES

P252H4

CATHERINE FEE

P150T3

CAVTHEMUSICIAN

P322B6

6 of 28

CEDAR ELM MUSIC

P144J9

CEDRIC WAYDE MUSIC

P193T7

CELTIC HARP MUSIC

P3687E

CHANNING MORRIS

P319IK

CHARITY CROFF LLC

P000IP

CHARLES DAVIS

P133P1

CHARLES G

JOHNSON

P143BV

CHARLES WILLIAM GLAZE

P249A8

CHEBE MUSIC CORP.

P6241H

CHELSEA DAVENPORT

P144IC

CHIDERA EGBO

P251TL

CHIKN O BOTTY MUSIC

P9082U

CHISENGA KATONGO

P176ST

CHRIS MCMURTRY

P133PH

CHRISTIAN JOAN PLASCENCIA

SANCHEZ

P323E7

CHRISTINA

WHITE

P309JH

CHRISTOPHER CURCIO

P264KF

CHRISTY KLOTZ

P290JA

CHUCK WILD MUSIC

P95654

CINDY SLADEK

P132AX

CINQ PUBLISHING

PA23U6

CIRCLE OF SONG

BUCKHOLD MUSIC

P0246T

CITY CANYONS, LLC

P4138Y

CITY COUSIN PUBLICATIONS

P186GU

CLEAR EAR

P298Y4

CLETUSMAXX MUSIC PUBLISHING

P210ML

CLIFTON WILLIAMSON

P322PL

CODY RAND FITZGERALD

P253XD

COED 7 PUBLISHING COMPANY, LLC

P200FM

COMO BROTHERS

P074KV

COMPOSITORES PUBLISHING

P270NY

CONCORD MUSIC PUBLISHING LLC

P5867U

CONICAL MUSIC

P28312

CONN

ARTIST MUSIC

P10832

CONVALIAN PRODUCTIONS

P216L0

COREY LEE PUBLISHING

P190N9

CORNELIOAUSTIN

P253WR

CORTEZ MILLER

P323DZ

CORY WALKER

P144K6

COSMIC COLLECTIVE

P306VT

COVINA HIGH MUSIC

P2928N

7 of 28

CRIBNOTE ENTERTAINMENT LLC

P012AF

CROOKED

PUBLISHING WORLDWIDE

P4857O

CTSO MUSIC (REFERENCE)

P033XQ

CULTURE VILLAINS MUSIC

P313G3

CURTIS RICHARDSON

P149IP

D’NAJE MUSIC PUBLISHING

P251UW

DALE KNAPP

P280TC

DAMIAN MUSIC PUBLISHING

P9651D

DAN GOBER

P319FZ

DAN GRIFFITH

P144L4

DAN PHELPS

P133SD

DAN PUGACH

P161L0

DANIEL CASTILLO

P245U1

DANIEL CHAMPAGNE MUSIC

PA244T

DANIEL HOUSER

P179T2

DANIEL LANIER III

P324HD

DANIEL NEEL

P283WQ

DANIEL'S WINDOW PUBLISHING

P144LH

DARION CRAWFORD

P323H0

DARK AGE MUSIC

P254BI

DARK LAB RECORDS

PUBLISHING UK

LTD

P233IH

DARK OPERATIVE PUBLISHING

P0756R

DARREN VADER

P248MQ

DARRYL TYRELL MCCOY

P286E1

DAVE MERENDA MUSIC

P164M2

DAVE RICHARDSON

P321YM

DAVE SCHOO

P263NT

DAVID A. WILSON III

P323DK

DAVID ALEJANDRO LEON GIRON

P216H7

DAVID HILL

P319KL

DAVID LARSEN

P158FF

DAVID MANN MUSIC CO

P59515

DAVISOUNDS

P8801U

DAWG MUSIC

P31212

DAWNING RAINE MUSIC

P130WV

DAYS N DAZE MUSIC

P301CB

DEANODEANN

P314NK

DEBORAH OFFENHAUSER

P135J7

DEFEIS MUSIC

P3175E

DELANEY BOY MUSIC

P318BE

DELBERT MIZE

P301PG

8 of 28

DELLA MUSIC PUBLISHING, LLC

P6290Q

DELMA MUSIC USA LLC

P044YU

DEMETRI LEWIS

P182HN

DENISE GENTILINI MUSIC

P136K4

DENNIS BALLARD

P313ZF

DETUNED RADIO MUSIC

P149CL

DFE

P321FW

DIABLO JOE SONGS

P322B4

DIAMOND STANDARD

ENTERTAINMENT

P323U5

DIGITAL 1 MEDIA SERVICES INC.

P149WW

DIGITAL ZOO MUSIC

P10771

DIZZY KITCHEN MUSIC, INC.

P3827T

DJ DEXX

P302IJ

DO WRITE MUSIC LLC

P6226W

DOBBER ENTERTAINMENT

P046F6

DOMINO PUBLISHING COMPANY

P8384S

DON CASALE MUSIC

P24956

DOS BRAINS

P149ID

DOT DASH MUSIC

P0687X

DOWNTOWN MUSIC PUBLISHING LLC

P40189

DR. LINDA F. WILLIAMS

P302HR

DRISTANTA MUSIC

P116J8

DRIVE MUSI

C PUBLISHING

P002XG

DROPKICK, LLC

P315R8

DUMB HOT MUSIC

P315X3

DUMDITTY MUSIC

P056TC

DUSTELLI MUSIC & PUBLISHING

P236J2

SONGS MUSIC

SERVICES CO

P315GB

EAGLESTONE MUSIC

P133LC

EASTSIDE ENTERPRISE MUSIC

P120VW

EAU

P132KN

ECLECTIC ASPIRATIONS

P313PL

ECLIPSE LOUD

PA01D3

ED PERRONE

P197CS

EDDYSANDER POZO NOVO

P295Q7

EDICIONES CONO SUR URUGUAY SRL

P244YE

EKMUSICPUB

PB119C

ELAD

MUSIC

P164BZ

ELAN WRIGHT

P145NH

ELASAC MUSIC

P35757

ELEVEN VIEWS PUBLISHING

P245J9

9 of 28

ELEVENTHGRADEMUSIC

PW28MH

ELIAS EDLUND

P284K5

ELITE EMBASSY

P0080T

ELLA RED PUBLISHING

P285EG

EMD RIGHTS MANAGEMENT 90S

P321CW

EMILIO AGRAIT

P133VO

EMILY

SCOTT ROBINSON

P305EH

EMMANUEL ECHEM

P323G4

EMMANUEL OYINBRAKEMI ENAJERO

P306WM

EMPIRE STATE MUSIC

P322ZC

ENDURANCE MUSIC GROUP

P6335Y

ENGLISH CHANNEL MUSIC

PA307F

EPM MUSIC USA LLC

P037RV

ERH JK PUBLISHING

P3714O

ERIC DENEEN MUSIC

P278L5

ERIC

JASON BRAGG

P309HL

ERIC KLEM

P315EC

ERIC MCKINNEY

P148B4

ERIC PITTS JR

P310U0

ERISMENDI DE MORA VALLEJO

P253TM

ERNESTO AZUERO

P284IO

ESTELLE BAJOU

P225UR

EVAN GRAHAM DUNN

P005A4

EVAN LAMAR WILLIS

P314UN

EVAN PHARMAKIS

P272LC

EVIL INDUSTRY

P293MY

EXPLORATION GROUP LLC

P000VU

EXQUISITE NOISE RECORDS

P150DR

FALLS BAPTIST CHURCH, INC.

P222IK

FANG TOOTH MUSIC

P219E1

FAT CITY NYC MUSIC

P273I6

FEATHER AND A HOOK

P558YZ

FERENZIK MUSIC

P276O1

FESTIVAL ATTRACTIONS INC

P38050

FETURICO

P290W8

FIRST EMBRACE MUSIC

P6244Q

FJ RECORDINGS AB

P263EZ

FLOOD SEASON PUBLISHING

P137FY

FLYING KITTEN

P9374Z

FOBIAMUSIK PUBLISHING

P282Y4

FORDHAM MUSIC

P3883X

10 of 28

FOREST SUN MUSIC

P01709

FORTE GROUP KUPANG

P246T6

FRAMAC MUSIC

P0064M

FRANÇOIS

EDOUARD WEYER

P199AM

FRANK HAYDEN

P324D9

FRANK IENGO MUSIC

P002GD

FRANK OKHIRIA

P323FU

FRANK RUSKIN

P258WS

FRASERMUSIC INTERACTIVE

P098RX

FRED RECORDS PUBLISHING

P3648N

FREEWAY RICK ROSS RECORDS

P240XS

FREEZY MUSIC CAPITAL

P315S9

FRENCH LADY

MUSIC

P0917W

FRONTLINE PRODUCTIONS DETROIT

PA301X

FULLTONE MUSIC

P2035U

FUNKTASIA MUSIC

P93840

G.W. PRODUCTIONS BV

P2113W

G30 MUSIC

P215BB

GA VI AM ST

P3136Q

GAAN BAKSHO MUSIC

P275X6

GABRIEL GREENLAND

P264OY

GALLERYAC MUSIC

P0400E

GARDEN RAKE

MUSIC

P4107B

GARVIN SINGH

P285N3

GARY CLAGGETT

P152K2

GARY RUSCHMAN

P051TX

GEMINI 6 PUBLISHING

P245ZW

GENIE SWEETNESS

P246TW

GENTLY CRIMINAL PUBLISHING

P318K7

GERALD ALEXANDER

P234SW

GERALD JOINER JR

P302NH

GERARD "JERRY" GONTANG

P135HO

GHANZ GROOVES PUBLISHING

P146ZB

GIANT MIDGET

P199AJ

GILLS WAY ENTERPRISES LLC

P154UG

GINGER DAISY MUSIC (PRS)

P159I0

GLENN DARBY

P209DD

GOLDEN BUTTONDOWN

P216XB

GOLDEN SCRIPT PUBLISHING

P266YH

GOLDMOUTH MUSIC STORE LLC

P142R9

GOOD SOLDIER

SONGS LIMITED

P8782D

11 of 28

GOT YOUR BACK PUBLISHING

P148NZ

GRABA MUSIC

P141YO

GREAT SOUTH BAY MUSIC GROUP

P84320

GREEN CLAY PUBLISHING

P225BT

GREG RUBY MUSIC

P160NH

GREGORY HILL

P246RY

GREY NATION ENTERTAINMENT

P240W1

GROBERG

P102YO

GROOVE

CONTROL PRODUCTIONS

PA08T4

GRZANNA JAZZ PRODUCTIONS LLC

P1416W

GUMA UNIVERSITY PUBLISHING

P287Z9

GUMBO LUVAH MUSIC

P055WZ

GUSTAVO NUNEZ

P192NV

GYPSY HART PRODUCTIONS

P313XS

H4RRY

P232PZ

HALOSE7EN MEDIA

P077SD

HANNON HAWKINS MUSIC

PA15U2

HAP

PAL MUSIC, INC.

P44818

HARLEM HIGH ENTERTAINMENT

P322DL

HARMONIC HORIZON LLC

P307XP

HARRIS NELSON

P238TM

HARRY BODINE

P323L6

HAVISHEK GUNGARAM

P262K7

HAYDEN EVERETT HUNT

P323DD

HEART DANCE, LLC

PA18SN

HEAVEN MUSIC

P270NX

HEIDI PACK

P284DL

HENRY PITTMAN

P236HR

HIGH DIVE MUSIC PUBLISHING

PA78IT

HIGH SCHOOL MASCOT PUBLISHING

P146HJ

HISPANICLIFE PUBLISHING

P295KY

HITS FROM JEWMAICAN PUBLISHING

P8442U

HJJ PUBLISHING

P155CV

HOME HOTEL PUBLISHING

P141Z5

HONEST MONEY MUSIC GROUP

P048YE

HOPE JULIA

P313E4

HOPE PUBLISHING COMPANY

P47175

HOPEFUL CYNIC

P302MU

HOPSCOTCH FEVER MUSIC

P47220

HOUSE OF FEATHERS MUSIC

P309RD

HOWS ABOUT NOW

P8572X

12 of 28

HURRICANE HOLE MUSIC

P2051K

HYPHY MUSIC PUBLISHING INC

PA04VC

I CAN DO IT MUSIC

P89889

I LOVE YOUR MUSIC GROUP

P216I4

IAMNJANDU

P292MC

IAN FAITH

P319FR

ICHABOD MUSIC LLC

P246TT

IHM PUBLISHING

P274B9

ILL RUCKUS MUSIC GROUP

P173G4

IM MUSC PUBLISHING

P286CZ

IMACHEW MUSIC

P141Z6

IN THE CUT GLOBAL PUBLISHING

P241IU

INCLEMENT SKIES PUBLISHING

P203VI

INNERVISION

P299LF

INTELLECTUAL PROPERTY

COLLECTIONS

P043F6

INTUIT MUSIC

P48627

INVERTED MUSIC UK LTD

PA205U

IPPOLITO MUSIC

P133GD

IRAZU PUBLISHING

P48726

IREM MUSICPUBLISHING

P205J9

IRENE ALBARRÁN

P318FP

IROXX ENTERTAINMENT

P173VO

ISAIAH LEWIS

P234HS

ISRAEL HARRIS

P323MR

ITS POPPIN PUBLISHING

P197CJ

IV THE POLYMATH PUBLISHING

P055U7

J GULLI MUSIC

P286DF

J SHAGS PUBLISHING

P235U9

JA MUSIC ENTERTAINMENT

P259QH

JACK AND JENNY MUSIC

P244H1

JACKLYN ALMA DDESIGNEE

P129RZ

JACKSON HENDERSON

P201B8

JACKSON WISE

P309MQ

JACQUEZ BOOKER

P234T3

JACQULINE GUTIERREZ

P225A3

JADA SPADE

P182HM

JAE DEAL

P322R5

JAHMAL CANTERO

P272OK

JAISEAN FOREVER

P063WN

JAKE BERNARD

PA21XV

JAKOB YARMOFF

P217LC

13 of 28

JAM ENTERTAINMENT INC

P6241E

JAM OR DIE MUSIC

P235TO

JAMAAL HOLT

P231IF

JAMES EARNEST

P179R0

JAMES MILLER PUB

PA25IF

JAMES R MONAGHAN

P146ZF

JAMES SIDDONS MUSIC AND

WRITINGS

P133RQ

JAMIE PENNER

P233Q1

JAMMIN SALMON MUSIC

P151NX

JAN

FIEHLER

P307WI

JARABE PUBLISHING COMPANY

P078DR

JARED FORMAN

P309L9

JARJOURCO WORLDWIDE

P323R6

JASON EDMONDS

P306N2

JASON HORN

P271QP

JASON VITELLI

P05478

JAY LIVINGSTON MUSIC, INC.

P56605

JAYCEE JAMES

P0342R

JAYDA RAYMOND

P201HI

JAYWORK SAS

P232PV

JB SAUCED UP LLC

P181LZ

JDOLLAPRODUCTIONS

P323L0

JEFFERY TODD DUNNIGAN

P276WE

JEFFREY JACKSON

P258U7

JEFFREY KWESI ADDO

P321RV

JEFFREY ROBINSON

P143DS

JENNIFER GRINELS

P200CH

JEREMY JUNG

P246RV

JEREMY MOORE

P186GM

JIBARO LEGACY

MUSIC, LLC

PC6105

JIM PAGE D/B/A WHID

ISLE MUSIC

P4459P

JKFJ MUSIC

P277E1

JN MEDIA MUSIC PUBLISHING

P3749P

JOE ALDRICK THOMAS

P116LJ

JOE CARTER

P292QD

JOE HAMM

P191VR

JOED MUSIC CORP.

P240W4

JOHAN ARJONA

P284KJ

JOHN CAMPOS

P314VU

JOHN G

TURNER

P300PA

JOHN L TUSSEY

P137CW

14 of 28

JON BELLONA MUSIC

P0360D

JON E.K.

P321CP

JON SKAGGS MUSIC

P7659P

JONATHAN MCDOWELL

P278FU

JONATHAN STRONG

P0100L

JONATHAN WARD JR

P249XG

JONNY JOFFE JAMS

P193PN

JORDAN RUSSELL OLMOS

P205RT

JORGE LUIS REYES

MENDOZA

P312CK

JOSE ANIBAL CRISTOPHER PARRA

P307MG

JOSE LOPEZ III

P142IM

JOSE MIRABAL

P268WU

JOSEPH AKINS MUSIC

P148MZ

JOSEPH L SHIPP

P165MZ

JOSHUA BROWN

P142SN

JOSHUA LIPPERT

P283PU

JR CHAPMAN PUBLISHING

P292KV

JUAN ESTEBAN RUA RODRIGUEZ

P320QI

JUAN FRANCISCO ORTEGA

CORONADO

P160NT

JUAN SEBASTIAN PACHON SANCHEZ

P300UA

JUDITH S TELLERMAN

P206KD

JULIO CESAR HIRALDO ROJAS

P277DW

JUST FEEDING THE DOGS MUSIC

P065YX

JUST JENNA

P288NH

JUSTIN MARANGA

P254DM

JUSTINE CHONGO

P267BS

JVP

MUSIC

PA111W

KALMAR DANSAR OCH LER

P250AW

KANGAREDD MUSIC

P108CM

KARAN KUMAR

P307MF

KAREL DANIELS

P143EG

KATHAVOX PUBLISHING

P214CH

KATHLEEN REGAN

P222NC

KATHY GAALAAS

P2776D

KAY HANLEY

P286OC

KAYODE

P201AM

KAYTE DEIOMA

P210YS

KAZOOKA MUSIC

PUBLISHING

P214FU

KEEZER MUSIC

P2093F

KEICY RAFAEL BELTRE FELIZ

P139PC

KEITH HINES

P322BE

15 of 28

KEN KEN MUSIC ENTERPRISE

P029SM

KENDALL HAMILTON

P139O4

KENNETH CHUKWUNONYE

P166YQ

KENNETH M SUTTON (SWEET KENNY)

P311ZV

KENNETH TAGAVILLA

P277GB

KENNYTWEED

P031E9

KETSYHA MUSIC & ENTERTAINMENT

P171SW

KEVIN DOHERTY

P306BQ

KEVIN HERNDON MUSIC

P265PF

KEVIN LYNCH MUSIC SERVICES, LLC

P293IA

KEVIN MCKEE MUSIC

P087CX

KEY RHY PUBLISHING

P155EH

KHRIS BERRY

P315QJ

KIANA ALLISON

P311S9

KIM

MCLEAN MUSIC, LLC

P239OT

KIMATJI

P308TQ

KINGLY COMMON

P011D6

KINTZING PAUL E

P073AI

KIPPIKO MUSIC

PM294C

KIRSTI MANNASONGS

P0400D

KITHARA ENTERTAINMENT, LLC

P100X1

KITO DENHAM

P282OD

KIYAMMA R. GRIFFIN

P320AG

KNGOFNOIZ MUSIC

P224YZ

KOBALT

MUSIC PUB AMERICA INC

P4000H

KOREDE BELLO

P230KB

KOZE MUSIC PUBLISHING

P033L2

KRITIKUL KUTZ MUSIC

P063QE

KS GLOBAL PUBLISHING

P036HF

KURT RABURN

P323OI

KWJ PUBLISHING

P045PY

KYLE KRONE

P261TT

L ALEXANDER SMITH

P250AX

LADY LUCK

ENTERPRISES

P202SX

LAGRUNGE MUSIC

P046GK

LAMONT REED

P235Q8

LANDON CREATIVE, INC.

P1014B

LARA YARI PUBLISHING

P293U3

LAST CAFE ARTISTS LLC

P236QE

LAURA NICOLE NAJERA ASSAD

P283A4

LAUREN LIGHT

P284II

16 of 28

LAVANDULA PUBLISHING

P320XE

LAWRENCE E

GREEN

P133SE

LAYERED MUSIC

P583W5

LEAST TERN PUBLISHING

P193VI

LEE PHILLIPS

P172BV

LEENY TUNES

P248J3

LEOPONA INC

PA28GR

LESHNOFF PUBLISHING

P046C4

LEVANTE WATKINS

P299QO

LEVI DRY

P233G7

LEWIS ROBERT FARLEY

P304NN

LIGHT PATH WISDOM, LLC

P233U7

LIGHTSPEED SONGS

P065Y1

LINCOLN ROSS MUSIC

P77632

LINDSAY FEULING

P155EA

LINFALDIA RECORDS

P1359Y

LIONEL LEATHERS

P268T5

LIONEL LODGE

P137GA

LITONIKA RECORDS

PA31ZL

LMZ MRG PUBLISHING

P216DU

LOFI JAZZ RADIO

P129R6

LONG GAME

P529XX

LORELLE MUSIC

P62726

LOST ON THE METRO PUBLISHING, LLC

P284IT

LOVE KISS MUSIC

P1478T

LOVE WITH ITS COURSE

P001RX

LOVEFORCE INTERNATIONAL

PUBLISHING COMPANY

P037C3

LOVING KINDNESS MUSIC

P300AZ

LUIS GABRIEL CERA MARTÍNEZ

P318S5

LUMIDELIC

P320B0

MACHIAVELLI FERGUSON

P315GT

MACK SMITH MUSIC

P265QI

MACSHOOTER49

P321WT

MAGIC RAT MUSIC

P2274K

MAINYA MUSIC PUBLISHING

PA40YR

MAISON DE MAISON PUBLISHING

P307GR

MANAGE AD MUSIC

PA024Q

MANSION ENTERTAINMENT

P264QU

MARCHA MUSICAL CORP.

P8230N

MÁRCIO MACIEL DA SILVA FILHO

P301TY

MARCUS ANDRE R

P211ES

17 of 28

MARCUS BAILEY

P211DQ

MARCUS MANDERSON

P319K3

MARGARD MUSIC

P60115

MARGUERITE DUBOIS

P279K4

MARIANA RESTREPO

P111TI

MARINUS DE GOEDEREN

P323RE

MARIO ALMONTE

P162DG

MARK AMES

P201OS

MARK

VICKERY

P313SA

MARKYLE MUSIC

P1424M

MARMAZ PUBLISHING

P155UB

MARSSATURN MUSIC

P321DM

MARTIAL YEMFACK NGUEUKEM

P321RX

MARTIN MERRIQUE

P261EV

MARTIN AIONO

P150WR

MARTIN O'CONNOR

P286ES

MARUTI PAREEK

P323M3

MARY C ADAMS PUBLISHING

P195GX

MATERIA COLLECTIVE

P8909O

MATT BARTKUS

P313JI

MATT CHRISTIANO

P270EQ

MATT COPLEY

P168BM

MATTER OF SPIRIT

P309KL

MATTHEW AASEN

P190EV

MATTHEW ADGER

P269L9

MATTHEW BUTTERFIELD

P321QG

MAURICIO VILLARROEL

P147T0

MAURINOW MUSIC

P313VE

MAXIMUM R&D

P133JZ

MAYA COPPOLA

P226SV

MAYIMBA MUSIC

P8383V

MBS MUSIC GROUP INC

P320AK

MCDMAN MUSIC

P4372H

MEDIA DREAM MUSIC

P323XZ

MEDIA TRAX

P261P0

MEGATRAX PRODUCTION MUSIC, INC

P03467

MEIS MUSIC GROUP LLC

P7659S

MENDED RECORDS

P172C6

MESAM

P12979

MICHAEL BIALYS

P321A1

MICHAEL CH'UNG CHI LAU

P142JP

18 of 28

MICHAEL GOHLKE

P236WB

MICHAEL JOHNSON PKA STERLING

P235HZ

MICHAEL REEVES

P187QM

MICHAEL SCOFIELD

P250AU

MICHAEL TAYLOR

P301Q5

MICHAEL YOUNG

P314XA

MICHELE MCLAUGHLIN MUSIC

P236WE

MICHÈLE

VICE

MASLIN

P86746

MICHELLE IPPOLITO

P133N1

MICKEY DEE PUBLISHING

P135HZ

MIDDLE FOOT MUSIC

P142NR

MIKE JARYLIN HOLLINGSWORTH

P299SL

MIKE WING MUSIC

P0457F

MILO PUBLISHING INC

PC491G

MIND IN OVERDRIVE INC

P0674Z

MIND OF MONKEY STUDIO

P161L6

MINDFUL ESCAPES

P319ZS

MINION MUSIC PUBLISHING

P544M2

MIRSKY MOUSE MUSIC

P0079Z

B ENTERTAINMENT

P307W9

MODERNB.C. MUSIC

P322TZ

MOH FAIZAN

P301K7

MONETIZE YOUR CREATIONS

P162O0

MONK MUSIC

P2180M

MONOGRAM MUSIC LLC

P244B8

MONTEROSA MUSIC

PUBLISHING

PA82OJ

MOODSWING ARTIST PUBLISHING

P235RX

MORE VIEWS

P253E7

MOSES LEFEMBER

P225A6

MOTA MUSIC

P6514B

MOUNTAIN ROW MUSIC

PA171F

MOUSEKEY MUSIC

PA26TP

MOZOTE MUSIC CORP.

P6242Y

MRIX MUZIK

P48642

MULBERRY TREE RECORDS

P0435E

MULLYMUSIC

P321MU

MUSIC BY MOODSWING

P235RY

MUSIC HAPPENS PUB

P08553

MUSICA DE LOS CEDROS

P131J1

MUSIKOZ

P02341

MUZA MUSIC

P071QP

19 of 28

MYRIAD LIMITED

P66144

N C B SCANDINAVIA

P66153

NARASIMHAMURTHY GOLLAPUDI

P241JE

NASH FARMS MUSIC

P0841X

NASHVILLE SOUND MUSIC

PUBLISHING CO.

P197IH

NATHAN BULLEN

P241CF

NATHANIEL MOIKABI

P261C1

NATHANIEL TONY ADAMS PUBLISHING

P080Y8

NAVARROPHONIC MUSIC

P66399

NEIL MUSIC INC

P3461B

NEWAVE SOUND MUSIC

P195R7

NGUYEN HO HAI LONG

P315Q9

NICE

MONSTER MUSIC

P514C7

NICHOLAS NORMAN BOOTH

P280YV

NIGHT TRIBE MUSIC

PM965P

NIVE ENTERTAINMENT

P097TY

NO CAGES PUBLISHING

P136ML

NO FOOLIN’ MUSIC

P264NP

NO REST FOR THE WONDERFUL

P181M2

NOAH LIFSCHEY

P286A9

NOD

EEZY

P142S6

NOLAN DORAN

PUBLISHING

P314QA

NOT 2 SANE MUSIC

P235RD

NOTEFORGE

P137BT

NOTORIETY MUSIC GROUP LLC

P103J7

NOV SEVENTEENTH MUSIC

P0270W

NSSWORLD MUSIC

P1003P

NUNOBLES MUSIC

P323HK

NW ROYALTY CONSULTING, LLC.

P9586X

NYCOM MUSIC LTD

P67921

O.T.G

PUBLISHING

P133JW

OAT BRAND MUSIC

P143E3

OLD PRO MUSIC PUBLISHING

PA07HI

OLDGUYSRULEMUSIC

P256JB

OLEN KITTELSEN

P293Z2

OLIVER WAY

P131E1

ØLVS

P267B6

OMI

P253EH

ON THE CROSS PRODUCTIONS

PA23FL

ON TRACK MUSIC, INC

P567Q1

20 of 28

ONCE IN A LIFETIME

MUSIC

P217NQ

ONE MUSIC GROUP

P45109

ONE WITH THE RIVERBED LLC

P283U0

OPINI MUSIK PUBLISHING

P208UC

OPINI MUSIK PUBLISHING

P216F9

OPIO BOYD

P198E5

OPLAAI PUBLISHING

P243B1

OPUS FUNKUS MUSIC

P86407

OSS ENTERTAINMENT

P266NV

OVERPRICED MUSIC

P301PB

OWEN A HOGARTH II

P077C6

OWN YOUR RHYTHM LLC

P143E0

P A BEZER

P280LQ

P N F PRODUCTIONS

P8563G

PASHALINA PUBLISHING CO., INC.

P38533

PATRICK MURPHY

P319JH

PAUL OJOADE

P300H2

PAUL SANTA MARIA

P284LR

PAULINE LACISTE

P245ZF

PB&JAMS

PA06BX

PEACE ROCK MUSIC

P1094C

PEN MUSIC GROUP, INC.

P4102E

PENNY FOR MY THOUGHTS

PUBLISHING

P035NQ

PERLA VARGAS

P293T8

PERRY A. MCLAUGHLIN

P204UX

PETER EMMANUEL

PA18AI

PETER J. MALEWICZ

P208G9

PETERSON ENTERTAINMENT LLC

PA40VF

PEYRONEL MUSIC

P253MA

PHILIP BOWEN

P319KJ

PHILIP HENERY

P179PU

PHILIPPE PAINSON

P321PM

PHILRAY PUBLISHING COMPANY

P71191

PIANO BROTHERS PUBLISHING

P9689R

PIENDI MEDIA LLC

P184QC

PIERRICK QUEROLLE

P323HG

PIMPIN MY PEN PUBLISHING

P143MS

PINK MONEY TEAM

P223O9

PINK PASSION MUZICK

P71701

POP APOCALYPSE MUSIC

P263HT

POPULAR LIFE STYLE LLC

P028GE

21 of 28

PRIEST MCCULLOUGH

P316EU

PROFIT GAIN MUSIC

PD45RK

PT AWR MUSIK PUBLISHER

P295Q6

PT OPINI MUSIK INDONESIA

P270CB

PUBLISHING BY OSMOND

PRODUCTIONS

P214KU

PURE PIANO MUSIC

P133HK

PURE PSALMS MUSIC

P8158W

QDQ MUSIC

P306WA

QUICKSILVER NIGHT PRODUCTIONS

P238NG

QUIGLEY JAMES FORAN

P315F0

QVA

P146ZA

RADA NEAL PIANO MUSIC

P306MY

RADIATOR RECORDS INC

P312AR

RADICAL PEACH PUBLISHING

P090XE

RADISONGS

P1438S

RAFAEL MIRANDA DE ALMEIDA

06456923956

P318D4

RALPH BENATAR

P198KD

RAMAJ STAMPS

P248OI

RAMS CONSULTING LIMITED

P131E2

RARE GOLD MUSIC GROUP

P302EW

RAS SPARROW RECORDS

PA14UR

RAW TERRA MUSIC

P203TV

RAXRECORDS MUSIC GROUP

P264S1

RAYMOND TIMOTHY PRESIDENT

SEELEY

P323PK

RAYSHAWN ELLIS

P214VQ

RDSD PUBLISHING

PA1522

REALLY TERRIBLE SONGS

P061F5

REALSONGS

P2104Y

REAPING RECORDS

P233IT

RECORD WORKZ STUDIOS INC.

P171SQ

RED BRICK SONGS INC.

P071KO

REDBEARD AND COMPANY

P233IK

REDEEMABLE MEDIA LLC

P319IW

REDWOOD DISTRIBUTION PVT. LTD.

P282XP

REGION URBANA MUSIC

P300WD

REGSTAG MUSIC

P7521C

RENÉ VELDMAN

P247R4

RESERVOIR MEDIA MANAGEMENT INC

P4129Z

RETURN STASIS

P218XZ

22 of 28

REV THREE MUSIC

P75640

REVOLUTION MUSIC

P06540

RHAPSODY ROXXX

P082LN

RHYTHM RASCAL MUSIC

P064VQ

RIC CHAVEZ

P118UI

RICHARD ALISTAIR MCKENZIE

P179LB

RICHARD BICKERSTAFF III

P278A8

RICHARD HENNESSY MUSIC

PW57S9

RICHARD LALLY

P298VB

RICHARD MELVIN BROWN

P233JW

RICHEL ALBERTO GALVA

P244EU

RICHIE VASQUEZ

P301IO

RICREQPUB

P288SH

RIDE ENTERTAINMENT, LLC

P116MJ

RIDE ON MUSIC

P121SO

RIDICULOUS DREAM SONGS

P196OI

RIGLI PUBLISHING

P021X6

RIPP ENT GROUP, INC

P47000

RITZY RHYMEZ

P319ZY

ROB MAYES

P256JE

ROBERT GANT PUBLISHING

DESIGNEES

P127RG

ROBERT KEELIN

P274TF

ROBERT LOPP

P233LJ

ROBERT THOMAS / GULF SHORE /

VULTURE ISLAND ENT PUBLISHING /

BMI

P317ZG

ROBERT W. BARTLETT

P315R4

ROBERT WALKER

P322JI

ROCK ME BABY RECORDS

P137K2

ROGER ZAHAB

P275Q2

RON GRANADOS

P301CQ

RONALD D RILEY

P311VP

RONNY MWANGI

P215XM

ROOFBEAM SONGS

P08201

ROSEBLOOM MUSIC

P072EG

ROW TOWN MUSIC

P4068R

ROY WELCH

P178CD

RPM ENTERTAINMENT ENTERPRISES

LLC

P290XI

RYAN MOORE

P311S3

RYANN LECK MUSIC

P142NT

23 of 28

S SEITU

P275JB

S.A. MUSIC

P78322

SAD RABBIT MUSIC

P135IY

SALOMON GONZALEZ RIVERO

P310EA

SAMANTHA MARGRET KOSTICK

P143AU

SAMUEL FINKE

P291FT

SAMUEL L. SEBEGO

P211WM

SANDRO LIBERATOSCIOLI

P161E5

SANDY RAPP

P1056V

SANTIAGO QUEVEDO

P319IX

SB VISION LLC

P245NY

SCHIRMER E C

MUSIC COMPANY INC

P79525

SCIUTOEMANUELE

P280G4

SCOOTMAN MUSIC

PM06PZ

SCULLY LUNA MUSIC PUBLISHING

P271EC

SDB MUSIC GROUP

P8618R

SEAN MATTHEW PATRICK DONOVAN

P300UG

SEAN MCMAHON

P152QZ

SEAN

SLUG PUB. CO.

P79998

SECRET FORT MUSIC

P133O2

SECRET

ROAD MUSIC PUBLISHING

P7199I

SEED POINT MUSIC PUBLISHING LTD

P009XL

SENTIENT MUSIC LIMITED

P111XP

SHAHJADE KHAN

P301TR

SHAWN MIMS PUBLISHING

P322DW

SHAYLA NOTES PLAYED LIVE

P193UU

SHEER MUSIC

P81191

SHELDON THAXTER

P321O1

SHELLY BAY MUSIC

P0067A

SHELLYG ENT

P268RO

SHINES DIGITAL PUBLISHING

P246HC

SHIWAN SMALL

P321A7

SHOTTA MARK MUSIC

P147QQ

SIDE FX PARTNERS LLC

P8687F

SILLY LITTLE DELUSIONS

P314Q5

SILVERCRAFT MUSIC

P24337

SIRIUS THINKING, LTD.

P1104P

SIX POINT PRIME

P8581M

SIX7MUSIC

P06977

SKYY HIGH RECORDS &

ENTERTAINMENT

P315WV

24 of 28

SKYY ROYALTIES PUBLISHING

COMPANY

P211W1

SMALL INDEPENDENT PUBLISHING CO

P314SB

SMALL STONE RECORDS CO

P7079W

SMITH STAR MUZIC

P1049W

SMYRL MUSIC

P315VO

SNEJA RECORDINGS (PTY) LTD

P262VU

SNIPES SONGS PUBLICIST THEATER

P313RO

SNOOPLE SONGS

P199EJ

SNOOPLE SONGS

P8916N

SOAR DIGITAL INDIA

P232K5

SOAR MUSIC GROUP

P100Q7

SOCIAL MUSIC PUBLISHING

P321MT

SOLO E GROUP, LLC

P027PM

SOMETHING ORGANIC

P243UB

SONG CHILDREN

PUBLISHING

P215MT

SONG THOUGHTS

P033KV

SONGLOCK

P284LO

SONGS FROM THE COUCH

P86419

SONGS OF SPIRIT

P235KR

SONGS OF WINONA DRIVE

PC85QG

SONNY CLARY

P174BF

SONOROUS RECORDS INC

P06904

SONY ATV MUSIC PUB LLC

P1368C

SOO SOO'S SWEET SWISHER MUSIC

P242DP

SOON TO BE FAMOUS PUBLISHING LLC

P244E6

SOUL FOOD MUSIC

PV45SE

SOUL PLANT MUSIC INTERNATIONAL

P162RE

SOUL SHIFT MUSIC PUBLISHING

P8565W

SOUND OASIS PRODUCTIONS, LLC

P3910W

SOUNDS BY 24

P280RU

SOUTHBOUND SEVENTY TWO SONGS

P172T7

SOUTHERN MUSIC PUB CO INC

P83475

SPIDER WHISPER BAZABIDILA MAICK

P271EL

SPIEGELS WORDS

P150LT

SPIERENBURG MUSIC PUBLISHING

P0638P

SPIKEDRIVER LLC

P022IX

SPIRIT MUSIC ALPHA

P230ZK

SPIRIT MUSIC GROUP

P1178C

SPIRIT TWO LATINO DY

P169RD

SPIRIT TWO

SMA

P206EB

SPLOTCHED ANIMAL MUSIC

PA607P

25 of 28

SPOBS MUSIC INC.

P1014G

SR WORTHINGTON

P0684I

SSB TN PUBLISHING

P148N1

STAR MAKERS DISTRIBUTION LTD

P253DP

STARKANANDA MUSIC

P301OO

STEPHAN MEYER MUSIC

P059SS

STEPHANIE SIMON MUSIC PUBLISHING

P133N2

STEPHEN PARKS

P285X7

STEPHEN ERIC RIDLEY

P093ZV

STEVE AZAR ENTERPRISES, LLC

P149BZ

STEVE DANYEW

P248PF

STEVE O'BRIEN MUSIC

P67924

STEVEN CRAVIS MUSIC

PA05YF

STEVEN GILLIARD

P158GK

STEVEN LOPEZ

P301PN

STEVEN MERCYHILL MUSIC

P144BT

STORM WING

MUSIC

PV60A1

STRONG AS AN OAK MUSIC

PUBLISHING

P181G6

STUDIO3 RECORDS LLC

P249FS

STUTTER IN WORDS MUSIC

PUBLISHING

PA28AB

SUNKEN ROAD PUBLISHING

P1366X

SUPA CRUCIAL MUSIC

P1164D

SUPASONICSOUL MUSIC GROUP

P322NH

SURSUM CORDA MUSIC

P012OB

T.R.O. INC.

P86902

T.S.E.C.

P3631Q

TAHIR SPRINGER II

P315R6

TAICUZ MUSIC

P102OG

TAIRONA SONGS LTD

P1196C

TAJAI MUSIC INC.

P86978

TAJUAN DIXON

P321FM

TALBOT MUSIC PUBLISHING, INC.

P87021

TANGENT BOY PUBLISHING

P037TZ

TAO LUMIN PUBLISHING

P313RM

TAXI GIRL MUSIC

P6281O

TAYLAN FIDAN

P136BK

TECHNICIAN TUNES

P9548D

TEE LOPES SOUNDWORKS

P283BK

TEJAI PUBLISHING

P144IU

TELEARTE FLORIDA INC

P87756

26 of 28

TERRORBIRD PUBLISHING LLC

P9225G

TERRY J LOW

P162SS

THADDEUS BERRY

P234EE

THAT GIRL

WENDY PUBLISHING

P072PX

THE ADMINISTRATION MP INC

P9425V

THE COMPOSER'S OWN PRESS

P2249A

THE DALLAS RMX ENT. MUSIC

PUBLISHING

P313Y9

THE MEZZO AGENCY, LLC

P103VH

THE RESOURCE MUSIC GROUP LLC

P310F9

THE ROYALTY NETWORK INC.

P1343F

THE WAVE CACHE

P058VD

THE WEB WE WEAVE

P274TX

THERAPIST MUSIC PUBLISHING

PA23FE

THIRD SIDE MUSIC INC

P3922J

THOM MCGAIR DBA AQUINAS PUB

P2103R

THOM SCHUYLER SONGS

P223ND

THOMAS GERARD STOTTLAR

P155AR

THOMAS P MUNCH

P205UP

THREE SEVEN PUBLISHING

P322LM

THREE

VISIONS WORLDWIDE

PUBLISHING

P212JJ

THUNDER CLIFF MUSIC

P190HW

THURANE AUNG KHIN

P057MK

TICKLED IVORY

PA206A

TIM GUNTER

P012NC

TIM HERNANDEZ

P301G3

TIME RECORDS PUBLISHING INC

P88868

TIMEX SONGS WORLDWIDE LLC

P136A7

TIN DRUM

PRODUCTIONS, LLC

P22005

TODD ALLYN MUSIC GROUP LLC

P259L4

TODD GIVEN TALENT

P204WC

TOIKEON PARHAM

P155B9

TOLGA KARAOĞLAN

P291O5

TOO MUCH MUSIC

P8938Q

TOP DRAWER MUSIC

P322LR

TOPGUNMUSIC CORP

P159P9

TR SOLUTIONS PUBLISHING

P005FL

TRAILERHEAD MUSIC

P171P3

TRAVIS AUSTIN WRIGHT

P282XJ

TRIPLE PLATINUM PUBLISHING GROUP

P046RX

TROY PAWCZUK

P285QD

27 of 28

TRUE PEAK PUBLISHING

P324H9

TUDDY AND POKEY MUSIC

P90603

TUNE 9 MUSIC

P005OI

TWELVE40 PUBLISHING

P287AS

TWO FIFTY NINE MUSIC

P91233

TWO ON PRODUCTIONZ

P008NS

ULTIMAE

P0834Y

ULTRA LEVEL MUZIK

P180Q1

UNDERGROUND ALLSTAR PUBLISHING

P051UN

UNITESYNC

P180R6

UNIVERSAL MUSIC PUB GROUP

P1190Z

UNLIMITED SOUNDS PUBLISHING

P9818D

UNSPEAKABLE FREEDOM MUSIC

P38706

URBANWIDE

MUSIC PUBLISHING

P031UR

VANLUKER MUSIC

P134ZB

VASILIOS BOURAS

P290JQ

VETURI RAVI PRAKASH

P220LQ

VHEMSONGS MUSIC

P076SH

VICKI LYNN SMITH

P211W0

VICKI'S LATE BLOOMERS ROCK

PA18HG

VIDRIO MUSIC

P245V4

VIRTUOSITY MUSIC GROUP

P061RG

VLAD

BONDARENKO

P286OG

VMRPRODUCTIONS

P35767

VOIRIMBA PUBLISHING

P98519

VYDIA INC

PA40J6

W STONEWALL MUSIC GROUP

PA70IM

W3E PUB COMPANY

PA39W0

WALTER PADOMA

P287ZD

WARNER CHAPPELL MUSIC INC

P2087N

WARP MUSIC LIMITED

P2918W

WARREN HARRISON

P285AO

WATCHWORD MUSIC COMPANY

P310O6

WAVEMAKER MUSIC GROUP INC

P9422T

WBLT LLC

P4884Z

WCTHWING

P183ET

WEM USA

P096BX

WENDELL JACKSON

P149KR

WENHA

P1145T

WHAT S THE FYI MUSIC

P314QI

WHITE BEASTS MUSIC

P304MB

28 of 28

WILDTONE GLOBAL PUBLISHING

P190P8

WILEY E

SILER JR

P294JZ

WILL ABRAHAM SNYDERSMITH

P252RJ

WILL BOWEN

P325KL

WILL BURN RECORDING

P261JC

WILL EVANS PUBLISHING

PA13RO

WILLIAM JARED ZEUS

P308SV

WILLIAM NICOLL SAVINO

P281L3

WILLIAM SIMMS

P264P2

WILLIE TRIPLETT MUSIC PUBLISHING

P269CH

WIMBERLEY MUSIC

P3134G

WINSTON DEJESUS MUSIC

P156AI

WISELY PUBLISHERS

P186AZ

WIXEN MUSIC PUBLISHING, INC.

P96580

WM8 STUDIO

P249VX

WOJCIECH GOLCZEWSKI

P240G3

WONDERLOUS MUSIC

P8382L

WOOLWINE MUSIC PUBLISHING

PA3780

WORKS BY MOOD TUNES

P143EA

WORLD DOMINATION MUSIC LIMITED

P559VD

WORLD SOUND BANK

PA38G5

WVLG PUBLISHING

P294TY

XTRA GRAVY

P135JC

XYS

P311ZX

YALA MUSIC

P309MA

YARMOUTH PUBLISHING

P4115X

YAY SWAG ENT

P9223Y

YELL MUSIC LTD

P77132

YMR MUSIC PUBLISHING

P308XF

YOEL ADRIAN

VELOZ LARA

P288WT

YOGURT MUSIC GROUP

P277BI

YUNG HYFEE COMPOSITIONS

P003UE

YURIY ALTSHUL

P301K9

Z BOYS MUSIC

P499N3

TOWN MUSIC

PA160A

ZDAN BEATS

P320QH

ZELLA RU MUSIC

P037HB

ZIELINSKI FUTURE MUSIC PUBLISHING

LLC

P155CO

ZIN

P319JD

EXHIBIT 3

BYLAWS

OF THE

MECHANICAL LICENSING COLLECTIVE

TABLE OF CONTENTS

Page

ARTICLE I: OFFICES..................................................................................................... 2

Section 1.1 Principal Office. .......................................................................................... 2

Section 1.2 Registered Office. ....................................................................................... 2

ARTICLE II: MEMBERSHIP........................................................................................... 2

Section 2.1 Members. .................................................................................................... 2

Section 2.2 Membership Criteria ................................................................................... 2

Section 2.4 Resignation. ................................................................................................ 3

ARTICLE III: MEETING OF MEMBERS, VOTING AND NOTICE ............................. 3

Section 3.1 Annual Meeting. ......................................................................................... 3

Section 3.2 Special Meetings. ........................................................................................ 3

Section 3.3 Notice of Meetings ...................................................................................... 4

Section 3.5 Adjournment ............................................................................................... 4

Section 3.6 Place of Meeting. ....................................................................................... 4

Section 3.9 Voting. ....................................................................................................... 5

Section 3.10 Inspector for Recommendation of Publisher Directors And Member

Qualification. .............................................................................................. 5

Section 3.11 Action Without a Meeting. ......................................................................... 6

ARTICLE IV: BOARD OF DIRECTORS ......................................................................... 6

Section 4.1 General Powers. .......................................................................................... 6

Section 4.2 Number and Qualification; Recommendation and Appointment. ............... 6

Section 4.3 Term. ........................................................................................................... 9

Section 4.4. Replacement of Directors. ........................................................................... 9

Section 4.6 Resignation. .............................................................................................. 10

Section 4.7 Removal. ................................................................................................... 10

Section 4.8 Board Diversity Report. ............................................................................ 10

ARTICLE V: BOARD MEETINGS ............................................................................... 11

Section 5.1 Annual and Regular Meetings. ................................................................. 11

Section 5.2 Special Meetings. ...................................................................................... 11

Section 5.3 Notice. ....................................................................................................... 11

Section 5.4 Waiver of Notice. ...................................................................................... 12

Section 5.5 Quorum. .................................................................................................... 12

Section 5.6 Manner of Acting. ..................................................................................... 12

Section 5.7 Presumption of Assent. ............................................................................. 12

Section 5.8 Presence at Meeting .................................................................................. 12

Section 5.9 Action Without a Meeting. ....................................................................... 12

Section 5.10 Compensation. .......................................................................................... 13

ARtICLE VI: COMMITTEES......................................................................................... 13

Section 6.1 Board Committees. ................................................................................... 13

Section 6.2 Advisory Committees ............................................................................... 14

ARTICLE VII: OFFICERS ................................................................................................ 16

Section 7.1 The Officers. ............................................................................................. 16

Section 7.2 Election and Term of Office. .................................................................... 16

Section 7.3 Resignations. ............................................................................................. 16

Section 7.4 Removal. ................................................................................................... 17

Section 7.5 Chair .......................................................................................................... 17

Section 7.6 Vice Chair. ................................................................................................ 17

Section 7.7 Secretary. .................................................................................................. 17

Section 7.8 Treasurer. .................................................................................................. 17

Section 7.9 Chief Executive Officer (“CEO”). ............................................................ 17

Section 7.10 Agents and Employees. ............................................................................. 18

Section 7.11 Compensation of Officers, Agents and Employees. ................................. 18

ARTICLE VIII: RELIANCE, LIMITATION ON LIABILITY, INDEMNIFICATION .... 18

Section 8.1 Reliance..................................................................................................... 18

Section 8.2 Limitation of Liability............................................................................... 18

Section 8.3 Preservation of Rights. .............................................................................. 18

Section 8.4 Indemnification ......................................................................................... 18

ARTICLE IX: MISCELLANEOUS PROVISIONS ......................................................... 19

Section 9.1 Contracts and Other Documents. .............................................................. 19

Section 9.2 Checks, Drafts, Loans, Etc. ....................................................................... 20

Section 9.3 Deposits..................................................................................................... 20

Section 9.4 Books and Records. .................................................................................. 20

Section 9.5 Fiscal Year. ............................................................................................... 20

Section 9.6 Corporate Seal. .......................................................................................... 20

ARTICLE X: AMENDMENT OF BYLAWS................................................................. 20

BYLAWS

OF THE

MECHANICAL LICENSING COLLECTIVE

A Delaware Nonprofit Nonstock Corporation (the “Collective”)

The following terms, as used in these bylaws, shall have the following meanings:

(i) “Covered Activity” or “Covered Activities” means the making of digital

phonorecord deliveries of musical works, including in the form of permanent downloads, limited

downloads, or interactive streams, where such activity qualifies for a compulsory license under

Section 115 of the U.S. Copyright Act (the “Act”), 17 U.S.C. § 115.

(ii) “Digital Licensee Coordinator” has the meaning set forth in Section 115(e) of the

Act.

(iii) “Digital Music Provider” has the meaning set forth in Section 115(e) of the Act.

(iv) “Licensor Market” means the market for the licensing of musical works for use in

Covered Activities, as measured by estimated total royalties paid or payable to licensors of musical

works by licensees for Covered Activities over the most recent full calendar year for which

information is reasonably available. “Licensor Market Share” means a Publisher’s estimated

percentage share of the Licensor Market, calculated as a fraction where the numerator is the

estimated total royalties paid or payable to such Publisher by licensees for Covered Activities over

a period, and the denominator is the total Licensor Market for the same period. Licensor Market

Share estimates shall be provided by the Chief Executive Officer of the Collective (“CEO”) at the

request of the Board for purposes of determining Publisher voting and membership eligibility. The

CEO may calculate such estimates using data from the Collective’s own license administration

operations as well as data provided by the Publisher Trade Group Director or any other source

approved by the Board. Voting and membership eligibility decisions shall be based upon the most

recent Licensor Market Share estimates reasonably available. In the event that the CEO is

unavailable to provide Licensor Market Share estimates, such may be provided to the Board by

the Publisher Trade Group Director. Licensor Market Share estimates shall be kept strictly

confidential, and may only be reviewed by (1) the CEO of the Collective, (2) Collective staff

proposed by the CEO and authorized by the Board, (3) representatives of a firm serving as

independent election inspector, proposed by the CEO and approved by the Board; and (4) outside

legal counsel to the Collective.

(v) “Person” means an individual, corporation, partnership (including a general

partnership, limited partnership or limited liability partnership), limited liability company,

association, trust or other entity or organization.

(vi) “Publisher” means a music publisher to which songwriters have assigned exclusive

rights of reproduction and distribution of musical works with respect to Covered Activities.

Subsidiaries and affiliates shall be not be considered separate Publishers, but all parents, affiliates

and subsidiaries shall be considered together as a single Publisher.

(vii) “Songwriter” has the meaning set forth in Section 115(e) of the Act.

ARTICLE I: OFFICES

Section 1.1 Principal Office.

The principal office of the Collective shall be located at such place as the Board of

Directors (the “Board”) shall designate from time to time. The Collective may have such other

offices as the Board may determine or as the affairs of the Collective may require.

Section 1.2 Registered Office.

The Collective shall have, and continuously maintain, in the State of Delaware a registered

office and a registered agent whose office is identical with such registered office, as required by

the General Corporation Law of the State of Delaware (“DGCL”). The registered agent and the

address of the registered office may be changed from time to time by the Board.

ARTICLE II: MEMBERSHIP

Section 2.1 Members.

The Collective shall have members.

Section 2.2 Membership Criteria

There shall be the following three classes of Members:

(a) Class A Members

The Class A Members of the Board shall be the Songwriter Directors of the Board, as

described in Section 4.2(b)(1). Any individual who ceases to be a Songwriter Director shall

simultaneously cease to be a Class A Member.

(b) Class B Members

Any Publisher with a Licensor Market Share of at least five one-thousandths of one percent

(0.005%) (“Class B Publisher”) may express written interest to the Board in becoming a Class B

Member, and shall become a Class B Member upon approval of the Board, which approval shall

not be unreasonably withheld after verification of qualification is obtained by the CEO and

presented to the Board. For avoidance of doubt, Licensor Market Share calculations shall be kept

strictly confidential and shall not be provided to the Board, rather the CEO shall simply certify

whether a Publisher applying to be a Member is a Class B Publisher. If any subsequent Licensor

Market Share estimate determines that a Publisher that is a Class B Member is no longer a Class

B Publisher, the CEO shall provide such information to the Board, and such Publisher shall cease

to be a Class B Member upon notice by the Board.

Each of the five Publishers with the five respective greatest Licensor Market Shares among

all Publishers (each a “Class C Publisher”) may express written interest to the Board in becoming

a Class C Member, and each shall become a Class C Member upon approval of the Board, which

approval shall not be unreasonably withheld after verification of qualification is obtained by the

CEO and presented to the Board. For avoidance of doubt, Licensor Market Share calculations

shall be kept strictly confidential and shall not be provided to the Board, rather the CEO shall

simply certify whether a Publisher applying to be a Member is a Class C Publisher. If any

subsequent Licensor Market Share estimate determines that a Publisher that is a Class C Member

is no longer a Class C Publisher, the CEO shall provide such information to the Board, and such

Publisher shall cease to be a Class C Member upon notice by the Board, but shall then

automatically become a Class B Member if the Publisher is a Class B Publisher.

Class B Members and Class C Members are referred to collectively herein as “Publisher

Members.”

Section 2.3 Action by Members

Other than the recommendation of Directors to the Register of Copyrights for appointment

by the Librarian of Congress, any action that requires Member approval shall require the

affirmative vote of a majority of each Class of Members, voting as separate Classes. For purposes

of any action on which Members are entitled to vote, except as otherwise set forth herein, each

Member shall be entitled to one (1) vote.

Section 2.4 Resignation.

Any Member may resign at any time as a Member of the Collective by giving written notice

to the Chair of the Board or the Secretary of the Collective. Such resignation shall take effect at

the time specified therein and unless specified therein, the acceptance of such resignation shall not

be necessary to make it effective.

ARTICLE III: MEETING OF MEMBERS, VOTING AND NOTICE

Section 3.1 Annual Meeting.

An annual meeting of the Members shall be held at such time and place in the month of

September as may be fixed in the notice or waiver of notice thereof, or such other month as may

be determined by the Board and designated in the notice or waiver of notice thereof, for the purpose

of the transaction of any business as may properly be brought before the meeting.

Section 3.2 Special Meetings.

A special meeting of the Members may be called at any time by the Chair of the Board, by

the Board, or by any group of at least ten (10) Members; which group must include at least two

Members from each membership class. In the event of a Special Meeting called by a group of the

Members, such Members shall communicate the meeting request to the Chair, Vice Chair and

Secretary of the Board, who shall give notice of the meeting as described in Section 3.3.

Section 3.3 Notice of Meetings

Written notice of the time and place of holding each Annual or Special Meeting of the

Members shall be given by the Chair, Vice Chair or Secretary of the Board. Such notice shall state

the place, if any, date and hour of the meeting, the means of remote communication, if any, by

which Members and proxyholders may be deemed to be present and vote at such meetings, and in

the case of a Special Meeting, the purpose or purposes for which the meeting is called. Such

written notice shall be given not less than ten (10) nor more than sixty (60) days before such

meeting, to each Member entitled to vote at such meeting. If mailed, it shall be deposited in the

U.S. mail within the above mentioned period and directed to such Member at the address for such

Member as it appears on the records of the Collective, unless the Member shall have filed with the

Secretary of the Collective a written request that notices be mailed to some other address, in which

case it shall be directed to the Member at such other address. If transmitted electronically, such

notice is given when directed to the Member’s electronic mail address as supplied by the Member

to the Secretary of the Collective or as otherwise directed pursuant to the Member’s authorization

or instructions. Notice of meetings may be transmitted solely via electronic means.

Section 3.4 Waiver of Notice

A written waiver, signed by a Member (which includes any electronic transmission from a

Member of a waiver), whether before or after the time stated therein, shall be deemed equivalent

to notice. Attendance of a Member at a meeting shall constitute waiver of notice of such meeting,

except when the Member attends the meeting for the express purpose of objecting at the meeting

to the transaction of any business because notice has not been properly issued. Neither the business

to be transacted at, nor the purpose of any regular or special meeting of Members, need be specified

in any written waiver of notice or any waiver by electronic transmission.

Section 3.5 Adjournment

Notice need not be given of any adjourned meeting if the time, place, if any, by which

Members and proxyholders may be deemed to be present in person and vote at such adjourned

meeting are announced at the meeting at which the adjournment is taken. Any business that might

have been transacted at the original meeting may be transacted at the adjourned meeting. If the

adjournment is for more than 30 days, notice of the adjourned meeting shall be given to each

Member entitled to vote at the meeting.

Section 3.6 Place of Meeting.

Every meeting of the Members of the Collective shall be held at such place as shall be

specified or fixed in a notice thereof. Meetings may, at the discretion of the Chair of the Board,

be held solely by means of remote communication.

Section 3.7 Quorum.

At all meetings of the Members except as otherwise required by law or herein, one-third of

the Members shall constitute a quorum for the transaction of business, provided that also at least

two Members (or the sole Member, if less than two exist) from each membership class must be

present. For the purpose of recommending Directors for appointment under Section 4.2, Members

constituting at least one-half of the total voting interests for the respective Director seats, including

proxies and ballots, shall constitute a quorum. In the absence of a quorum, the meeting shall be

adjourned from time to time until a quorum is obtained. At any such adjourned meeting at which

a quorum is present, any business may be transacted which might have been transacted at the

meeting as originally called.

Section 3.8 Participation in Meetings

The Chair of the Board shall preside at all meetings of the Members. One or more Persons

may participate in a meeting of the Members by means of conference telephone or similar

communications equipment. The Collective shall implement reasonable measures to provide such

Persons a reasonable opportunity to participate in such a meeting and to vote, including an

opportunity to read or hear the proceedings of the meeting substantially concurrently with such

proceedings. Participation in a meeting pursuant to this subsection shall constitute presence in

person at such meeting.

Section 3.9 Voting.

Each Member may authorize any person to vote on the Member’s behalf by proxy on all

matters in which a Member is entitled to participate. A proxy must be in writing and must identify

the specific meeting or matter to which the proxy applies or state that it applies to all matters

(subject to specified reservations, if any) prior to a specified date and delivered to the Secretary of

the Collective or such other contact as may be provided in a notice by the Secretary. All proxies

shall be revocable. Proxies shall count towards the establishment of a quorum.

Voting on recommendations for appointment or actions may be by mail or electronic ballot,

in the discretion of the Chair of the Board. Balloting periods shall be not less than thirty (30) days.

Ballots for recommendations of Directors for appointment shall be distributed not less than thirty

(30) days prior to the Annual Meeting of Members. Notice of ballot voting shall identify the issues

on the ballot, the balloting period and the means for casting ballots, and shall be provided prior to

the start of the balloting period to all Members entitled to vote, using notice methods consistent

with Section 3.3.

Section 3.10 Inspector for Recommendation of Publisher Directors And Member

Qualification.

At least three (3) months before each Annual Meeting of the Members at which the term

of any Term Publisher Director shall expire, the CEO shall present a proposal to the Board for

(1)

appointment of an inspector for the Class B Member voting towards recommendation of Term

Publisher Directors (“Voting Inspector”), and (2) authorization of any necessary Collective staff

to assist in calculation of Licensor Market Shares. The Voting Inspector shall be either a

representative of a firm of independent certified public accountants, or of an independent

institution which as a part of its regular services provides the services of inspectors of election.

The Voting Inspector shall first take and subscribe an oath or affirmation faithfully to execute the

duties of the inspector with strict impartiality and according to the best of its ability. The Voting

Inspector shall also certify the qualification of Class B and Class C Members upon request by the

CEO.

Section 3.11 Action Without a Meeting.

Any action which may be taken at a meeting of the Members may be taken without a

meeting if a consent in writing setting forth the actions so taken has been signed by the Members

having not less than the minimum number of votes otherwise required to authorize or take such

action, filed with the Secretary of the Collective and, if not signed by all of the Members, notice

of such action is promptly given to the Members that did not consent to such action. No written

consent shall be effective to take corporate action referred to herein unless written consents signed

by a sufficient number of Members to take action are delivered to the Secretary within 60 days of

the first date on which a written consent is so delivered to the Secretary. Any electronic

transmission consenting to an action to be taken and transmitted by a Member or proxyholder shall

be deemed to be written and signed, provided that such electronic transmission sets forth or is

delivered with information from which the Collective can determine (a) that the electronic

transmission was transmitted by the Member or proxyholder or a Person authorized to act on their

behalf and (b) the date on which the such Member or proxyholder or agent thereof made the

transmission.

ARTICLE IV: BOARD OF DIRECTORS

Section 4.1 General Powers.

The Board of Directors (the “Board”) shall manage the business and affairs of the

Collective subject to the oversight of the Register of Copyrights under the general supervision of

the Librarian of Congress, as set forth herein and in applicable statutes. The Board shall also be

responsible for admitting members based on the membership criteria set forth in Article II above.

Section 4.2 Number and Qualification; Recommendation and Appointment.

(a) The Board shall consist of seventeen (17) Directors, which shall include fourteen

(14) Voting Directors and three (3) Nonvoting Directors, as described herein.

(b) The fourteen (14) Voting Directors shall be as follows:

1. Songwriter Directors: There shall be four (4) Songwriter Directors, each of

whom shall be a professional songwriter who has retained and exercises

exclusive rights of reproduction and distribution with respect to Covered

Activities with respect to musical works that they have authored. The

Songwriter Directors shall be recommended for appointment by a vote of

all Class A Members, with each such Member having one (1) vote. A tie

vote shall be broken by a vote of the full Board, or if still tied after such

vote, by the vote of the Chair of the Board. Any recommendation for

appointments shall be sent to the Register of Copyrights. If the Register of

Copyrights approves and the Librarian of Congress appoints the Class A

Members’ recommendation, the recommended individual will thereby be a

Songwriter Director.

2. Publisher Directors: There shall be ten (10) Publisher Directors. Each

Publisher Director shall be a representative of a Publisher. No two active

Publisher Directors may be representatives of the same Publisher (which

includes all entities owned by, or under common control with, a Publisher).

The Publisher Directors shall be recommended and appointed to the Board

as follows:

i. Following each determination of the Board that a Publisher has

become a Class C Member, the employee of such Class C Member

that occupies the position of Mechanical Licensing Collective

Liaison (“Collective Liaison”) with such Class C Member shall be

recommended for appointment to become an ex-officio Publisher

Director. Any recommendation for appointments shall be sent to the

the Librarian of Congress appoints such Collective Liaison, the

Collective Liaison shall become an ex-officio Publisher Director. In

the event that such Class C Member already has a representative as

an active Director on the Board, its Collective Liaison will take the

seat of such Director, upon the approval of the Register of

Copyrights and appointment by the Librarian of Congress;

ii. The remaining Publisher Directors (“Term Publisher Directors”)

shall be recommended for appointment by a vote of Class B

Members. Any recommendation for appointments shall be sent to

the Register of Copyrights for approval and appointment. If the

appoints the Class B Members’ recommendation, the recommended

individual will become a Board member. For the recommendation

of Term Publisher Directors, each Class B Member shall be entitled

to one (1) vote for each five one-thousandths of one percent (0.005%)

in Licensor Market Share that it is estimated to hold, and may cast

all of its votes together for one candidate for each Publisher Director

seat to be recommended for appointment. The right to cumulate

votes in the recommendation for appointment of Directors shall not

exist. Term Publisher Directors shall be recommended to the

Publisher Director seats are up for recommendation, the two

candidates that receive the most total votes from all Class B Member

votes cast shall be recommended for appointment. The number of

votes possessed by each Class B Member shall be kept strictly

confidential subject to the provisions of these bylaws. The Voting

Inspector shall be responsible for calculating how many votes each

Class B Publisher has based upon Licensor Market Shares and

counting such votes for the respective candidate(s), and shall report

the recommendation results only in the aggregate.

1. Songwriter Trade Group Director: One Nonvoting Director (“Songwriter

Trade Group Director”) shall be a representative of a nationally recognized

non-profit trade association whose primary mission is advocacy on behalf

of songwriters in the United States (“Songwriter Trade Group”). The

Songwriter Trade Group Director shall be elected by a vote of all Class A

Members, with each Class A Member having one (1) vote. A tie vote shall

be broken by a vote of the full Board, or if still tied after such vote, by the

vote of the Chair of the Board.

2. Publisher Trade Group Director: One Nonvoting Director (“Publisher

Trade Group Director”) shall be the individual occupying the position of

Mechanical Licensing Collective Liaison with the nonprofit trade

association of music publishers that represents the greatest percentage of

the Licensor Market for uses of musical works in Covered Activities, as

measured for the preceding three-year period (“Publisher Trade Group”),

and shall serve on an ex-officio basis. If a Licensor Market Share

calculation demonstrates that a different nonprofit trade association of

music publishers represents Publishers with the greatest percentage of the

Licensor Market for uses of musical works in Covered Activities, such trade

association shall then become the Publisher Trade Group as of the next

Annual Meeting.

3. Digital Licensee Coordinator Director: One Nonvoting Director (“Digital

Licensee Coordinator Director” or “DLC Director”) shall be the individual

occupying the position of Mechanical Licensing Collective Liaison with the

Digital Licensee Coordinator (“DLC”) and shall serve on an ex-officio basis,

provided that a DLC is designated pursuant to Section 115(d)(5)(B) of the

Act. Otherwise, the DLC Director shall be shall be the individual occupying

the position of Mechanical Licensing Collective Liaison with the nonprofit

trade association of digital licensees that represents the greatest percentage

of the licensee market for uses of musical works in Covered Activities as

measured over the preceding three (3) full calendar years (the “Licensee

Trade Group” or “LTG”). A determination of which association is

estimated to be the LTG shall be provided to the Directors on request by the

CEO of the Collective (or, if unavailable, by the Publisher Trade Group

Director). Once a DLC is designated, the term of any LTG liaison as DLC

Director shall end and the DLC shall be entitled to appoint the DLC Director.

(d) All recommendations to the Register of Copyrights shall be transmitted via written

notification to the General Counsel and Associate Register of Copyrights, or as

otherwise directed by the Register. Any such notification shall include information

explaining the statutory compliance of the recommendation. If the Register rejects

a recommendation, then (i) in the case of a Collective Liaison, the Board may direct

the appropriate Class C Member to select a new Collective Liaison, or (ii) in the

case of a Term Publisher Director, the Board may recommend for appointment the

candidate that received the next highest vote total. In the event that there are no

such candidates, the Board may direct the appropriate Nominating Committee to

present a new slate of candidates, and may call for another vote of the Members.

Notwithstanding anything in these bylaws to the contrary, any individual may be

appointed as a Voting Director by the Librarian of Congress upon the

recommendation of and in consultation with the Register of Copyrights.

Section 4.3 Term.

The term of office for each appointed Term Publisher Director and Songwriter Director

(together, “Term Directors”) shall be three (3) years; provided, however, that a Term Director may

be appointed to a shorter term of office for purposes of staggering the terms of the Term Directors

such that the terms of one-third (1/3) (or as nearly to one-third (1/3) as possible) of the appointed

Term Directors expire each year. There shall be three classes of appointed Term Directors; the

initial term of office of those in the first class shall expire at the 2022 Annual Meeting of Members;

of the second class at the 2023 Annual Meeting of Members; of the third class at the 2024 Annual

Meeting of Members. The term of each Songwriter Trade Group Director shall continue until a

vote of the majority of the Class A Members at any Annual Meeting of Members (or by a

unanimous written consent of all Class A Members delivered to the full Board) calls for election

of a replacement, at which point the term of the Songwriter Trade Group Director shall expire at

the next Annual Meeting of Members. Term Directors shall be chosen to succeed those whose

terms expire. Each appointed Term Director shall hold office for the term for which the Director

is appointed and until the Director’s successor has been appointed and qualified, unless otherwise

removed. Term Directors may serve an unlimited number of terms of office.

In the event that a Class C Member ceases to be a Class C Member (as described in Section

2.2 above), then the term of the appointed ex-officio Director shall end as of the next occurring

Annual Meeting of Members, at which time a Director shall be recommended for appointment to

fill that seat pursuant to the procedures of Section 4.2(b)(2)(i) by the new Class C Member.

Notwithstanding anything in these bylaws to the contrary, the Librarian of Congress, upon

the recommendation of and in consultation with the Register of Copyrights, may appoint any

Voting Director to a different term, and the term of each Voting Director, unless removed or having

resigned, shall continue until the Librarian of Congress appoints a replacement upon the

recommendation of and in consultation with the Register of Copyrights.

Section 4.4. Replacement of Directors.

Any vacancy occurring in the Board of Directors in the event of the death, resignation, or

removal of a Term Director shall be filled as follows: (a) if a vacancy arises for a Term Publisher

Director, the remaining Term Publisher Directors shall recommended a replacement Director for

appointment by the Librarian of Congress to be made upon the recommendation of and in

consultation with the Register of Copyrights; (b) if a vacancy arises for a Songwriter Director, the

remaining Songwriter Directors shall recommend a replacement Director for appointment by the

Librarian of Congress to be made upon the recommendation of and in consultation with the

the Songwriter Directors shall appoint a replacement Director. A Director appointed to fill a

vacancy shall serve for the unexpired portion of his or her predecessor’s term of office.

Section 4.5 Substitution of Ex-Officio Directors.

In the event that a different individual comes to occupy any position that has an ex-officio

Director seat, such individual shall be recognized as occupying the respective ex-officio Director

seat upon notice to the Chair or the Secretary by the organization represented by the individual

and, with respect to any Voting Director, upon the appointment by the Librarian of Congress made

upon the recommendation of and in consultation with the Register of Copyrights.

Section 4.6 Resignation.

A Director may resign at any time by delivering written notice to the Librarian of Congress,

the Register of Copyrights, and to the Chair or to the Secretary, or by giving oral notice at any

meeting of the Directors so long as notice also is delivered to the Librarian of Congress and

the time specified therein or, if no time is specified, upon delivery. Unless otherwise indicated in

the notice of resignation, acceptance of such resignation shall not be necessary for it to be effective.

Section 4.7 Removal.

The Members of the Collective may recommend that any of the Directors be removed for

cause by the Librarian of Congress, in consultation with the Register of Copyrights. Except as

prohibited by applicable law, the Members entitled to vote in the recommendation for

appointment of a particular Director seat may recommend removal of any Director occupying

that seat from office at any time, with or without cause, by the affirmative vote of a majority of

votes eligible to be cast in the recommendation of that Director, for the approval of the Register

of Copyrights and removal by the Librarian of Congress. Cause for removal includes but is not

limited to: a Publisher Director ceasing to represent the Publisher that they represented when

appointed; a material violation of the conflicts of interest policy or any other policy promulgated

by the Board; commission of an act involving moral turpitude, dishonesty, theft, unethical

business conduct, or conduct that impairs or injures the reputation of, or harms, the Collective;

failure to attend (whether remotely or in person) more than two (2) consecutive Board meetings;

failure to fully cooperate in any investigation by the Collective; and failure or neglect to

diligently perform the responsibilities of a Director. Notwithstanding anything in these bylaws

to the contrary, the Librarian of Congress, upon the recommendation of and in consultation with

the Register of Copyrights, may remove any Director occupying any seat from office at any time,

with or without cause.

Section 4.8 Board Diversity Report.

At least once every two years, beginning in 2021, the Chair of the Board shall present to

the full Board a report on the diversity of the Board (“Board Diversity Report”). This report may

be compiled by staff of the Collective, a working group of the Board, a third party, or any other

competent Person, at the discretion of the Chair. The Board Diversity Report should address the

extent to which the Board fully and fairly represents the whole music publishing and songwriting

communities, and should specifically note any actual or potential concerns or shortcomings. The

Board Diversity Report shall address diversity in such areas as gender/race/ethnicity, income,

musical genre, geography and expertise/experience. The Nominating Committees may refer to

this report and shall make reasonable efforts to ensure a diverse applicant pool when selecting

Director and Officer candidates. The Board Diversity Report shall be shared with the Members of

the Collective in advance of the subsequent Annual Meeting of Members.

Section 4.9 Notifications to the Librarian of Congress and Register of Copyrights

The Board shall provide notice within three (3) business days, to the Librarian of Congress

and the Register of Copyrights, of receiving notice of any of the following events: (a) the

resignation of any Director by oral notice at a Board meeting; (b) the resignation, removal or

appointment of any Songwriter Trade Group Director, Publisher Trade Group Director, or Digital

Licensee Coordinator Director; (c) the resignation, removal or appointment of any members of the

Operations Advisory Committee, the Dispute Resolution Committee, or the Unclaimed Royalties

Oversight Committee; or (d) the amendment of these bylaws under Article X. In the case of

appointments under (b) and (c), notification shall also include information explaining the statutory

compliance of the appointment. Any notices to the Librarian of Congress and/or the Register of

Copyrights hereunder shall be transmitted via written notification to the General Counsel and

Associate Register of Copyrights, or as otherwise directed by the Register or Librarian.

ARTICLE V: BOARD MEETINGS

Section 5.1 Annual and Regular Meetings.

There shall be an Annual Board Meeting and at least one (1) other regular meeting during

each calendar year. The Annual and regular meetings of the Board shall be held at such date, time,

and place as is determined by the Board.

Section 5.2 Special Meetings.

Special meetings of the Board shall be held upon the call of the Chair of the Board, Vice

Chair or upon a written request in writing signed by at least five (5) Voting Directors. The person

or persons calling the special meetings shall fix the date, time, and place for such meeting.

Section 5.3 Notice.

Written notice indicating the date, time, and place, if any, of any meeting of the Board, and

the means of remote communication by which Directors may be deemed present in person and

vote at such meeting, shall be given to all Directors not less than five (5) days prior to the meeting.

Meetings may, at the discretion of the Chair of the Board, be held solely by means of remote

communication. In the case of a Special Meeting, a description of the purpose or purposes for

which the meeting has been called shall be included with the notice. Written notice may be

delivered personally or sent by mail, express delivery service, or electronic transmission. If mailed,

such notice shall be deemed given when deposited in the U.S. mail, postage prepaid, and addressed

to the Director at his or her address as shown on the records of the Collective. If sent by electronic

transmission, such notice shall be deemed given when sent to the Director at the fax number, email

address, or other applicable contact information that the Director has provided to the Collective

for purposes of communicating with the Director.

Section 5.4 Waiver of Notice.

A Director may waive notice of any meeting at any time. Whenever any notice is required

to be given to any Director pursuant to applicable law or these Bylaws, a waiver thereof in writing

signed by the Director entitled to notice shall be deemed equivalent to the giving of notice. The

attendance of a Director at a meeting shall constitute a waiver of notice of the meeting except

where a Director attends a meeting for the express purpose of objecting to the transaction of any

business because notice was not properly issued.

Section 5.5 Quorum.

Eight (8) Voting Directors shall constitute a quorum for the transaction of business at any

meeting of the Board.

Section 5.6 Manner of Acting.

The vote of a majority of Voting Directors present at a meeting at which a quorum is

present shall be the act of the Board, unless otherwise required by law or by these Bylaws.

Section 5.7 Presumption of Assent.

A Director who is present at a meeting of the Board at which action is taken shall be

presumed to have assented to the action taken unless such Director’s dissent shall be entered in the

minutes of the meeting or unless such Director shall file his or her written dissent to such action

with the person acting as Secretary of the meeting before the adjournment thereof or shall forward

such dissent to the Secretary immediately after adjournment of the meeting. Such right to dissent

shall not apply to a Director who voted in favor of such action.

Section 5.8 Presence at Meeting

Directors may participate in any meeting of the Board in person or by means of conference

telephone or other communications equipment by means of which all persons participating in the

meeting can hear each other, and participation by such means shall constitute presence in person

at the meeting.

Section 5.9 Action Without a Meeting.

Any action which is required to be taken, or which may be taken at a meeting of the Board

of Directors, may be taken without a meeting if a consent in writing setting forth the action is

signed by all of the Voting Directors then in office. Action taken by written consent is effective

when the last Voting Director signs the consent, unless the consent specifies a later effective date.

Action taken by written consent shall have the same force and effect as a unanimous vote of the

Board and may be described as such.

Section 5.10 Compensation.

Directors shall serve without compensation but may be reimbursed for reasonable expenses

incurred in conducting the business of the Collective. Written policies promulgated by the Board

may authorize, limit or condition such reimbursement of expenses. A person serving as Director

may be compensated for services provided to the Collective in another capacity to the extent

permitted by law.

ARTICLE VI: COMMITTEES

Section 6.1 Board Committees.

The Board may designate one (1) or more committees, each committee to consist of one

(1) or more Directors, that exercise Board authority to the extent provided in the resolution of the

Board creating the committee, the Committee Charter established by the Board, or in these Bylaws

(each a “Board Committee”); provided, however, that no Board Committee shall have the authority

to adopt, amend, or repeal these Bylaws or approve or adopt any action required by the DGCL to

be submitted to a corporation’s members for approval, which includes an action to: (a) amend the

Collective’s Certificate of Incorporation; (b) approve the sale, exchange, lease, or other disposition

of substantially all the assets of the Collective other than in the usual and regular course of the

Collective’s activities; or (c) authorize the Collective’s merger with another entity or voluntary

dissolution.

The Board may designate one (1) or more Directors as alternate members of any Board

Committee, who may replace any absent or disqualified member at any Board Committee meeting.

In the absence or disqualification of a Board Committee member, the Board Committee member

or members present at any meeting and not disqualified from voting, whether or not such member

or members constitute a quorum, may unanimously appoint another Director to act at the meeting

in the place of any such absent or disqualified committee member. Each Board Committee shall

be governed by the same rules regarding meetings, action without meetings, notice, waiver of

notice, quorum, and voting as applicable to the Board, except to the extent that different rules are

provided for in the Committee Charter. Each Committee shall operate in accordance with the

terms of its Charter established by the Board.

(a) Publisher Nominating Committee

The Board shall establish a Nominating Committee (the “Publisher Director Nominating

Committee”), comprised of not less than five (5) Publisher Directors, including at least one Class

B and one Class C Publisher, as well as the Publisher Trade Group Director, which shall be

responsible for identifying and selecting a slate of candidates for recommendation and

appointment of Publisher Directors to the Board and election of publisher members of the

Operations Advisory Committee, Unclaimed Royalties Oversight Committee and Dispute

Resolution Committee. The members of the Publisher Nominating Committee shall be appointed

by the Publisher Directors, and may be removed and replaced by the Publisher Directors, by

majority vote at any Board meeting or by a unanimous written consent of all Publisher Directors

delivered to the full Board. A tie in voting by Publisher Directors shall be broken by vote of the

full Board, and a tie in voting by the full Board shall be broken by the vote of the Chair of the

Board.

(b) Audit Committee

The Board shall establish an Audit Committee comprised of not less than three (3) or more

than six (6) Directors, and may include Nonvoting Directors. Beginning in the fourth full calendar

year that begins after the initial designation of the Collective as the mechanical licensing collective

by the Register of Copyrights under Section 115(d)(3)(B)(i) of the Act, and in every fifth calendar

year thereafter, the Audit Committee shall ensure that a qualified auditor is retained by the

Collective who shall:

1. Examine the books, records and operations of the Collective;

2. Prepare a report for the Board with respect to the implementation and efficacy of

procedures of the Collective (i) for the receipt, handling and distribution of royalty

funds, including any amounts held as unclaimed royalties; (ii) to guard against fraud,

abuse, waste, and the unreasonable use of funds; and (iii) to protect the

confidentiality of financial, proprietary, and other sensitive information; and

3. Not later than December 31 of the year in which the qualified auditor is retained,

deliver the report to the Board.

Section 6.2 Advisory Committees

The Board may create advisory committees related to the Collective’s purposes, operations,

or other activities or topics, composed of any individuals determined by the Board to be appropriate

for inclusion thereon due to the special skills and knowledge possessed by such persons. Such

Committees shall have such responsibilities as may be assigned to them by the Board; provided,

however, that the Committees shall be advisory only and that no Committee shall have or exercise

any powers of the Board. Each Advisory Committee shall operate in accordance with the terms

of its Charter established by the Board.

(a) Statutory Advisory Committees

The following three committees shall be created as described in Section 115 (d)(3)(D)(iv)-

(vi) of the Act:

1. Operations Advisory Committee

The Board shall establish an Operations Advisory Committee consisting of not fewer than

six (6) individuals to make recommendations to the Board concerning the operations of the

Collective, including the efficient investment in and deployment of information technology and

data resources. Such committee shall have an equal number of individuals who are: (1)

representatives of musical work copyright owners, such individuals to be appointed by the Board;

and (2) representatives of digital music providers, such individuals to be appointed by the Digital

Licensee Coordinator.

2. Unclaimed Royalties Oversight Committee

The Board shall establish and appoint an Unclaimed Royalties Oversight Committee

consisting of ten (10) individuals, five (5) of which shall be Songwriters whose works are used in

Covered Activities and five (5) of which shall be representatives of musical work copyright owners.

The Songwriter members shall be elected by plurality vote of the Songwriter Directors, subject to

subsequent approval by majority vote of the full Board. The musical work copyright owner

representative members shall be elected by plurality vote of the Publisher Directors, subject to

subsequent approval by majority vote of the full Board.

3. Dispute Resolution Committee

The Board shall establish and appoint a Dispute Resolution Committee that shall consist

of no fewer than six (6) individuals and shall include an equal number of Songwriters and

representatives of musical work copyright owners. The Songwriter members shall be elected by

plurality vote of the Songwriter Directors, subject to subsequent approval by majority vote of the

full Board. The musical work copyright owner representative members shall be elected by

plurality vote of the Publisher Directors, subject to subsequent approval by majority vote of the

full Board.

(b) Songwriter Nomination Committee

The Board shall establish an advisory committee (the “Songwriter Nomination

Committee”), which shall assist in identifying candidates to be Songwriter Directors and

songwriter members to the Unclaimed Royalties Oversight Committee and Dispute Resolution

Committee (“Songwriter Committee Members”). The Songwriter Nominating Committee shall

be composed as follows:

1. At least three (3) nationally or regionally recognized not-for-profit organizations

that have songwriter representation or advocacy as a significant portion of their

mission and operations (“Songwriter Organizations”) shall each appoint one

Songwriter member. The Songwriter Organizations shall be selected by the Board,

and may be removed and replaced by the Board at any time. Each Songwriter

Organization may remove and replace its appointee to the Songwriter Nomination

Committee by notice to the Board at any time.

2. Two (2) members shall be Songwriter Committee Members, who shall be appointed

by the Songwriter Directors, and may be removed and replaced by the Songwriter

Directors at any time, by plurality vote at any Board meeting or by a unanimous

written consent of all Songwriter Directors delivered to the full Board. No

Songwriter Committee Member shall sit on the Songwriter Nominating Committee

for nominations concerning an election in which they are a candidate.

The Songwriter Nominating Committee shall nominate no fewer than two and no more

than three candidates for each available Songwriter Director seat, where each candidate may be

selected for any of the available Songwriter Director seats. When the Songwriter Trade Group

Director is to be elected, the Songwriter Nominating Committee shall nominate no fewer than two

and no more than three qualified organizations as candidates for the Songwriter Trade Group

Director position. For each available Songwriter Committee Member seat, the Songwriter

Nominating Committee shall nominate no fewer than two and no more than three candidates,

where each candidate may be chosen for any of the available Songwriter Committee Member seats

on the same committee. The Songwriter Nomination Committee may also provide a slate of up to

three (3) alternate candidates for each of the Unclaimed Royalties Oversight Committee and

Dispute Resolution Committee, to be valid for one year. In the event that a vacancy occurs in a

Songwriter seat on these committees, the Songwriter Directors may fill the vacancy (i) by majority

vote selecting a candidate from any valid slate of alternate candidates for the respective committee;

or (ii) by convening the Songwriter Nominating Committee to provide a new slate of candidates

and voting as provided herein. Notwithstanding anything else in this provision, if the Songwriter

Nomination Committee becomes deadlocked over approval of candidates for any position, it shall

include candidates that receive the vote of each distinct group of three members, and may enlarge

the slate of candidates to four candidates (per available seat) in order to facilitate this inclusion.

The Collective will provide on its website a page where the public can submit suggestions for

Songwriter Directors and Songwriter Committee Member candidates, and suggestions that come

through the MLC website shall be forwarded to the Songwriter Nominating Committee for its

consideration.

ARTICLE VII: OFFICERS

Section 7.1 The Officers.

The Officers of the Collective shall be a Chair of the Board, a Vice Chair, a Secretary, a

Treasurer (together the “Board Officers”), as well as a Chief Executive Officer and such other

Officers and Assistant Officers as may be deemed necessary by the Board and selected in

accordance with this Article. A Director or an employee of the Collective may serve as an Officer

and any two (2) or more offices may be held by the same person. However, no Officer shall be

another employee or agent of any Director or entity represented by a Director. In addition to the

powers and duties specified below, the Officers of the Collective shall have such powers and

perform such duties as the Board may prescribe.

Section 7.2 Election and Term of Office.

Each Board Officer of the Collective shall be elected by the Board at its Annual Meeting

and shall serve for a term of two (2) years, with no term limits. Any vacancy in an office may be

filled or new offices created by the Board at any time. A Board Officer elected to fill a vacancy

shall serve for the unexpired portion of the predecessor’s term of office. Each Board Officer shall

hold office until a successor has been duly elected and qualified. The Chief Executive Officer and

any other additional Officers shall be appointed by the Board, and shall serve until removed or

replaced by the Board.

Section 7.3 Resignations.

An Officer may resign at any time by delivering written notice to the Board, the Chair or

the Secretary. Any such resignation shall take effect at the time specified therein, or, if no time is

specified, upon delivery. Unless otherwise indicated in the notice of resignation, acceptance of

such resignation shall not be necessary for it to be effective.

Section 7.4 Removal.

Any Officer or agent elected or appointed by the Board may be removed by a majority vote

of the entire Board whenever in its judgment the best interests of the Collective would be served

thereby.

Section 7.5 Chair

The Chair of the Board shall, if present, preside at all meetings of the Board. The Chair

may sign and execute in the name of the Collective any deeds, mortgages, bonds, contracts, and

other instruments, except in cases where the signing and execution thereof shall be expressly

delegated by the bylaws to some other Officer or agent of the Collective, or shall be required by

law otherwise to be signed or executed, or shall conflict with the purposes of the Collective or the

authority granted to the Chair by the Board; and in general, shall perform all duties incident to the

Chair of the Board and such duties as from time to time may be assigned by the Board.

Section 7.6 Vice Chair.

In the absence or inability to act of the Chair, the Vice Chair shall act as Chair and shall

have such other duties as from time to time may be assigned by the Board or by the Chair.

Section 7.7 Secretary.

The Secretary shall cause to be kept the minutes of the meetings of the Board and of Board

Committees in one or more books provided for that purpose; see that all notices are duly given in

accordance with these Bylaws or as required by law; be custodian of the corporate records; and in

general perform all duties incident to the office of Secretary and such other duties as from time to

time may be assigned by the Board or by the Chair.

Section 7.8 Treasurer.

The Treasurer shall have custody of all funds and securities of the Collective, and shall

keep, or cause to be kept, full and accurate records of all receipts and disbursements in the financial

records of the Collective, and deposit or cause to be deposited all such monies in the name of the

Collective in such banks, trust companies or other depositories as shall be selected in accordance

with these Bylaws; and in general perform the duties incident to the office of Treasurer and such

other duties as from time to time may be assigned by the Board or by the Chair.

Section 7.9 Chief Executive Officer (“CEO”).

The CEO shall, subject to the supervision and direction of the Board, have general

responsibility for implementation of the policies of the Collective and for the management of the

business and affairs and daily operation of the Collective. The CEO shall be authorized to execute

any contract or other instrument in the name of the Collective, except in cases where the execution

thereof shall be otherwise expressly delegated by the Board or shall be required by law to be

otherwise executed, and subject to any express limitations placed on such power by the Board.

The CEO shall keep the Board fully informed and shall consult the Board concerning the business

of the Collective, shall perform all other duties normally incident to the office of CEO, and shall

have such other powers and perform such other duties as may be prescribed by the Board from

time to time.

Section 7.10 Agents and Employees.

The Board may appoint agents and employees who shall have such authority and perform

such duties as may be prescribed by the Board. The Board may remove any agent or employee at

any time with or without cause. Removal without cause shall be without prejudice to such Person’s

contract rights, if any, and the appointment of such Person shall not itself create contract rights.

Section 7.11 Compensation of Officers, Agents and Employees.

The Collective may pay reasonable compensation to agents, employees, and any Officers

who are not Directors, for services rendered, such amount to be fixed by the Board or, if the Board

delegates power to any Officer or Officers, then by such Officer or Officers.

ARTICLE VIII: RELIANCE, LIMITATION ON LIABILITY, INDEMNIFICATION

Section 8.1 Reliance

In performing duties, each Director shall be fully protected in relying in good faith upon

the records of the Collective and upon such information, opinions, reports or statements presented

to the Collective by any of the Collective’s officers or employees, or committees of the Board, or

by any other Person as to matters the Director reasonably believes are within such other Person’s

professional or expert competence and who has been selected with reasonable care by or on behalf

of the Collective.

Section 8.2 Limitation of Liability.

Neither the Members nor any Director of the Collective shall be personally responsible for

monetary damages for any action taken, or any failure to take any action, provided however, that

this provision shall not eliminate or limit the liability of any Member or Director to the extent that

such elimination or limitation of liability is expressly prohibited by applicable law, as in effect at

the time of the alleged action or failure to take action by such Member or Director.

Section 8.3 Preservation of Rights.

Any repeal or modification of this Article VIII shall not adversely affect any right or

protection existing at the time of such repeal or modification to which any Member, Director or

former Member or Director shall be entitled under this Article VIII. The rights conferred by this

Article VIII shall continue as to any Person who has ceased to be a Member or Director of the

Collective and shall inure to the benefit of the successors, heirs, executor, and administrators of

such Person.

Section 8.4 Indemnification

(a) The Collective shall indemnify any Person who was or is a party or is threatened to

be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,

criminal, administrative or investigative by reason of the fact that such Person is or was a Director

or Officer of the Collective, or is or was serving any other corporation or any partnership, joint

venture, trust or other enterprise, in any capacity at the request of the Collective, to the fullest

extent and in the manner set forth in and permitted by the DGCL, as from time to time in effect.

Such right of indemnification shall not be deemed exclusive of any other rights to which such

Director or Officer may be entitled apart from the foregoing provisions.

(b) The Collective shall pay expenses (including attorneys’ fees) incurred by a Director

or Officer of the Collective referred to in Section 8.4(a) of this Article VIII in defending or

appearing as a witness in any civil or criminal action, suit or proceeding described in Section 8.4(a)

of this Article VIII in advance of the final disposition of such action, suit or proceeding. The

expenses incurred by such Director or Officer shall be paid by the Collective in advance of the

final disposition of such action, suit or proceeding only upon receipt of an undertaking by or on

behalf of such Director or Officer to repay all amounts advanced if it shall ultimately be determined

that the Director or Officer is not entitled to be indemnified by the Collective (which undertaking

need not be further secured).

between the Collective and each Director and Officer who serves or served in such capacity at any

time while this Article VIII and the relevant provisions of the DGCL, if any, are in effect, and,

except to the extent otherwise required by law, any repeal or modification thereof shall not affect

any rights or obligations then existing or thereafter arising with respect to any state of facts then

or theretofore existing or thereafter arising or any action, suit or proceeding theretofore or

thereafter brought or threatened based in whole or in part upon any such state of facts.

(d) The Board in its discretion shall have power on behalf of the Collective to

indemnify and/or defend any Person, other than a Director or Officer, made a party to any

threatened, pending or completed action, suit or proceeding by reason of the fact that such Person

is or was an employee of the Collective.

(e) The Board in its discretion shall have the power to purchase and maintain insurance

in accordance with, and subject to, the provisions of Section 145 (g) of the DGCL.

ARTICLE IX: MISCELLANEOUS PROVISIONS

Section 9.1 Contracts and Other Documents.

The Board may, except as otherwise required by law, the Certificate of Incorporation, or

these Bylaws, authorize any Officer or Officers, agent or agents of the Collective, in addition to

the Chair, to enter into any contract or execute and deliver any instrument or document in the name

of and on behalf of the Collective and such authority may be general or confined to specific

instances. Unless so authorized by the Board or expressly authorized by the Board, no Officer or

agent or employee shall have the power or authority to bind the Collective by any contract or

engagement, or to pledge its credit, or to render or liable for any purpose or in any amount.

Section 9.2 Checks, Drafts, Loans, Etc.

All checks, drafts, loans or other orders for the payment of money, notes or other evidence

of indebtedness issued in the name of the Collective shall be signed by such Officer or Officers,

agent or agents of the Collective and in such manner as shall be from time to time determined by

the Board. In the absence of such determination, such instruments shall be signed by the Treasurer.

The Board may accept on behalf of the Collective any contribution, gift, bequest or devise for the

general purpose or for any special purpose of the Collective.

Section 9.3 Deposits

All funds of the Collective not otherwise employed shall be deposited from time to time to

the credit of the Collective in such banks, trusts, or other depositories as the Board may select or

as my be selected by Officers, agents or employees of the Collective to whom such power may

from time to time may be delegated by the Board, and for the purpose of such deposit. The Chair,

Vice Chair, Treasurer or any other Officer, agent or employee to who such power may be delegated

by the Board, may endorse and deliver checks, drafts and other orders for the payment of monies

which are payable to the order of the Collective.

Section 9.4 Books and Records.

The Collective shall keep correct and complete books and records of account and shall also

keep minutes of the proceedings of its Board and the proceedings of its Statutory Advisory

Committees.

Section 9.5 Fiscal Year.

The financial year of the Collective shall end on December 31st.

Section 9.6 Corporate Seal.

The Collective shall have no corporate seal.

ARTICLE X: AMENDMENT OF BYLAWS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a

majority vote of the entire Board or an action by the Members of the Collective, with the exception

of Article II and Article IV of these bylaws. The provisions of Article II or Article IV of these

bylaws (and related definitions) may only be altered, amended or repealed by the affirmative vote

of a majority of all Members, which vote must also include the affirmative vote of a majority of

Class A Members, the affirmative vote of a majority of Class B Members, and the affirmative vote

of a majority of Class C Members. Notwithstanding anything in these bylaws to the contrary, no

alteration, amendment, or repeal of these bylaws shall affect the process for succession or removal

of Directors by the Librarian of Congress upon the recommendation of the Register of Copyrights,

without prior review and approval by the Register of Copyrights.

----- END OF BYLAWS -----

EXHIBIT 4

Board Diversity Report

(Board Composition As Of December 6, 2022)

I. Scope of this Board Diversity Report (“Report”)

Section 4.8 of The MLC’s Bylaws provides that this Report “should address the extent to

which the Board fully and fairly represents the whole music publishing and songwriting

communities, and should specifically note any actual or potential concerns or shortcomings. The

Board Diversity Report shall address diversity in such areas as gender/race/ethnicity, income,

musical genre, geography and expertise/experience.”

II. Methodology

This Report is based upon information gathered directly from The MLC’s Board members

through surveys and materials made available by Board members. Demographic information was

collected anonymously. This Report is delivered to the Board by the Chair of the Board. Board

counsel assisted with the compilation and presentation of the information. This Report does not

distinguish between the 14 voting members and the 3 non-voting members, as the Music

Modernization Act and Bylaws describes the Board as being composed of all 17 members.

III. Board Composition For This Report

The composition of the Board surveyed for this Report, which is the Board as of

December 6, 2022, is:

Songwriter Directors:

Kara DioGuardi

Oak Felder

Kevin Kadish

Craig Wiseman

Music Publisher Directors (with affiliated music publisher):

Michael Abitbol (Sony Music Publishing)

Jeff Brabec (BMG)

Bob Bruderman (Kobalt)

Tim Cohan (peermusic)

Alisa Coleman (ABKCO)

Scott Cutler (Pulse)

David Kokakis (Universal Music Publishing Group)

Rell Lafargue (Reservoir)

Claire McAuley (Warner Chappell Music)

Mike Molinar (Big Machine)

Nonvoting members (with affiliated trade group):

Danielle Aguirre (National Music Publishers’ Association)

Bart Herbison (Nashville Songwriters Association International)

Garrett Levin (Digital Media Association)

IV. Diversity Review

A. Industry Measures

Musical Genres Represented

Board members were surveyed as to the musical genres represented in their personal

musical works or the works owned or administered by their company. The results indicated that

each genre (or category of genres) included in the survey is represented by at least five Board

members (and often far more than five). These included:

o Blues

o Classical

o Country

o Dance/Electronic

o Folk/Bluegrass/Americana

Note: As there are no consensus definitions of musical genres, and thousands of musical genres

have been named and used in the global music industry, a smaller group of genre categories was

used for this Report, derived from common industry categories used in the U.S., along with

categories addressing regional genres from global regions less represented in general categories.

It is understood that many more specific genre categories exist, and that global regions contain

many different musical genres. The categories used here should not be read to ignore that other

genre classifications exist, nor to minimize the diversity of music in any global region, nor should

the omission of a specific region be read to minimize the existence of regional genres in that region.

Rather the limited choice of genres used here merely reflects that it is not feasible to attempt to

categorize the music of Board members and their affiliated entities across thousands of different

genres in use globally, and therefore the use of a smaller, and necessarily incomplete, survey of

genres is necessary.

o Hip-hop

o Jazz

o Latin

o New Age

o Pop

o R&B

o Reggae

o Religious/Gospel/Contemporary Christian

o Rock

o Regional genres from Africa

o Regional genres from Asia

o Regional genres from South America

o Regional genres from Central America and the Caribbean

o Regional genres from the Middle East/North Africa

Expertise

The collective Board has broad expertise across the industry and in skills relevant to The

MLC’s functions, and substantial numbers of Board members reported experience, training or

education (together, “expertise”) in each category surveyed. The majority of Board members

reported expertise in: Songwriting; Music licensing; Copyright Licensing; Royalty collection;

Royalty processing and distribution; Advocacy on music industry issues; Outreach and education

on music industry issues; Copyright law; Music production; and Corporate operations

management. More than a third of Board members reported expertise in: Music industry metadata

practices; Licensing compliance and enforcement; Other rights administration; Litigation and

dispute resolution; Financial analysis or accounting; Marketing and communications; and A&R.

Five Board members reported expertise in: Matching of sound recording uses to musical works.

Income

While confidentiality concerns do not permit the inclusion of either personal income

information or represented company income information in this survey, Board members and their

companies represent a broad spectrum of incomes and collect royalties on behalf of creators across

the full spectrum of music incomes.

B. Demographic Measures

Geography

Geography was measured for the music industry entities represented by Board members,

as well as for individual Board members’ residences.

Music industry entities represented by Board members have offices in approximately 55

countries around the world, including the following states and regions (approximate total number

of offices in parentheticals):

 North America (50)

o U.S. (35)

o Canada (7)

o Mexico/Central America (7)

o Caribbean (1)

 South America (20)

o Argentina (4)

o Brazil (7)

o Chile (4)

o Colombia (4)

o Ecuador (1)

o Peru (2)

o Venezuela (1)

 Europe (82)

o 25 European countries are represented with offices. Countries with at least 5

total offices include:

 France (6)

 Germany (8)

 Italy (5)

 Spain (5)

 Netherlands (6)

 Sweden (5)

 UK (8)

 Africa (5)

o South Africa (4)

o Nigeria (1)

 Middle East (7)

o UAE (3)

o Lebanon (1)

o Israel (3)

 Asia (49)

o China (7)

o Japan (4)

o Korea (4)

o Hong Kong (6)

o Singapore (4)

o India (3)

o Indonesia (3)

o Malaysia (3)

o Taiwan (4)

o Philippines (3)

o Thailand (1)

 Australasia

o Australia (9)

o New Zealand (1)

Individual Board members reported residences in the following regions:

 U.S. West (California)

 U.S. South (Tennessee)

 U.S. South Atlantic (Florida and Washington D.C.)

 U.S. Northeast (New York and Connecticut)

 Europe (UK)

Gender

The reported gender composition of the Board is 76% men and 24% women.

Race/ethnicity/origin

The reported racial/ethnic composition of the Board is 82% White/Caucasian and not

Hispanic. The remaining 18% of the Board includes individuals reporting the following

race/ethnicity/origin categories: Hispanic, Latino or Spanish; Black or African American; Turkish;

and Middle Eastern or North African.

Age

The reported age composition of the Board is as follows: 35-44 (23.53%), 45-54

(41.18%), 55-64 (23.53%), 65 or older (11.76%).

V. Summary

The collective Board represents a very broad spectrum of musical genres, with operations

across a very broad geographic landscape. The collective Board also brings very broad expertise

in areas relevant to The MLC’s functions.

The collective Board also reflects diversity in age, gender and race/ethnicity/origin;

however, representation of men (approximately 50% of the U.S. population and 76% of the Board)

and people of White/Caucasian and not Hispanic race/ethnicity/origin (approximately 59% of the

U.S. population and 72% of the Board) are higher than general population demographics.

EXHIBIT 5

MECHANICAL LICENSING COLLECTIVE

CONFLICT OF INTEREST POLICY

Article I

Purpose and Scope

This Conflict of Interest Policy (“Policy”) applies to all directors, officers, committee members

and employees (each a “Responsible Person”) of Mechanical Licensing Collective (the

“Collective”). This Policy establishes guidelines for appropriately managing actual, potential or

perceived Conflicts of Interest in accordance with legal requirements and the Collective’s goals

of accountability and transparency.

The Collective is committed to conducting its operations in accordance with the highest standards

of ethics and integrity. This Policy protects the interests of the Collective when it is contemplating

entering into a transaction or arrangement that might benefit or appear to benefit the private interest

of any Responsible Person, or indirectly benefit a Related Party.

Each Participant must comply with the letter and spirit of this Policy. The Collective is organized

to diligently serve the statutory functions laid out in 17 U.S.C. 115, and each Responsible Person

must act and use good judgment to maintain and further the public’s trust and confidence in the

Collective.

This Policy is intended to supplement but not replace applicable state and federal laws governing

conflicts of interest.

Article II

Definitions

A “Conflict of Interest” exists when, in the judgment of the Board of Directors (the “Board”),

any of the following circumstances exist:

(a) A Responsible Person holds a stake in a Transaction such that it reduces the

likelihood that the Participant’s influence can be exercised impartially in the

Collective’s best interests.

(b) A Responsible Person has any of the following outside interests, whether directly or

through a Related Party, which interfere or compete with the Collective’s interests:

i. Actual or potential ownership or investment interest (excluding de minimis

investments in publicly-traded corporations) in any party with which the

Collective has, or is negotiating, a Transaction;

ii. Actual or potential compensation arrangement with any party with which

the Organization has, or is negotiating, a Transaction; or

iii. Relationship through service as a director, officer, employee, agent, partner,

associate, trustee, personal representative, receiver, guardian, custodian,

conservator, or other legal representative of, or consultant to, a party that

competes with the Collective in its functions or with which the Collective

has, or is negotiating, a Transaction.

For avoidance of doubt, having the financial interest of a musical work copyright owner that

receives its respective royalty distributions in the ordinary course of the Collective’s

administration of mechanical licenses does not by itself create a Conflict of Interest.

“Interested Person” means a person who the Board has determined has a Conflict of Interest.

The terms “party” or “parties” include individuals and any type of corporate or legal entity.

”Related Party” includes:

(a) Relatives;

(b) Parties for which a Responsible Person or Relative serves as a director, officer,

employee, agent, partner, associate, trustee, personal representative, receiver,

guardian, custodian, conservator, other legal representative, or consultant; and

”Relative” includes spouses, domestic partners, ancestors, lineal descendants, siblings or half-

siblings, or spouses or domestic partners of any of the above.

“Transaction” means any contract, transaction, agreement, or arrangement between the

Collective and any third party.

Article III

Procedures

1. Disclosure and Recusal

(a) Subject to the provisions in subsection (b) below, a Responsible Person must disclose

the existence of any actual, potential, or perceived Conflict of Interest as soon as such

Responsible Person identifies that there may be a Conflict of Interest, and before the

Collective enters into the potential Transaction that gives rise to the Conflict of Interest.

If the Responsible Person is a director, officer or advisory committee member, disclosure

shall be made promptly to the General Counsel or approved outside counsel (“Counsel”).

If the Responsible Person is not a director or officer, disclosure shall be made promptly

either to Counsel or to the supervisor or manager of the Responsible Person, who shall

promptly inform Counsel.

The Responsible Person shall be given the opportunity to disclose all material facts

concerning the proposed Transaction, including the circumstances giving rise to the

Conflict of Interest.

If, after disclosure of all material facts is made to Counsel, Counsel determines that an

actual conflict may reasonably be found to exist, the Responsible Person must either

recuse themself under subsection (b) below or disclose the conflict and all material facts

to the Board, which shall follow the procedures below to determine whether a conflict

of interest exists and, if so, to address the conflict of interest.

(b) A Responsible Person may voluntarily recuse themself from the discussion and voting on

a Transaction. Recusal must be transmitted to the same persons as disclosure must be

transmitted in subsection (a) above. A Responsible Person who recuses themself from

discussion and voting on a Transaction need not disclose the details of an actual, potential

or perceived Conflict of Interest with respect to that Transaction.

2. Determining Whether a Conflict of Interest Exists

After disclosure of an actual, potential or perceived Conflict of Interest, the Board shall

determine whether a Conflict of Interest exists as follows:

(a) All material facts disclosed by the Responsible Person, or otherwise discovered, shall

be put before the Board;

(b) The Board shall discuss the matter outside the presence of the Responsible Person

(which discussion may take place in a meeting, conference call, electronic

correspondence or any combination thereof).

majority vote determines that no conflict exists, no further review of the Transaction

by the Board is required, unless ordinarily required in the normal course of business

for other reasons.

3. Procedures for Addressing the Conflict of Interest

If the Board determines that a Conflict of Interest exists as to a Transaction, the Board shall

determine whether to enter into the Transaction using one of the following procedures:

(a) Disinterested Vote

i. The Interested Person(s) shall not be present for, or participate in, the

Board’s discussion or vote on the Transaction.

ii. The Interested Person(s) shall not attempt to improperly influence the

deliberations or voting on the Transaction.

iii. The Chair of the Board shall, if appropriate, appoint a disinterested

person or committee to investigate the market and alternatives to the

Transaction, and present such information to the disinterested directors,

who shall determine whether a more advantageous alternative

Transaction that would not give rise to a Conflict of Interest can be

arranged with reasonable effort.

iv. If the Transaction is determined by a majority vote of the disinterested

directors to be fair and reasonable and in the Collective’s best interests,

the Board may approve the Transaction by majority vote of the

disinterested directors. Interested directors may be counted towards

quorum requirements as to such votes.

(b) Outside Fairness Opinion

i. In the event that there are three (3) or more Interested directors with

respect to a single Transaction, the Interested directors may notify the

Board that they wish to participate in the discussion and vote as to the

Transaction. In such case, the Chair of the Board shall appoint one or

more disinterested directors to supervise the retention of a neutral,

disinterested, third-party expert to provide a written opinion as to the

fairness of the Transaction (“Fairness Opinion”). The Board shall also

follow the procedures of Article III.3.a.iii above and investigate

alternative Transactions.

ii. If the Fairness Opinion concludes that the Transaction is fair and

reasonable, the Interested directors may participate in the discussion and

vote as to the Transaction.

iii. If the Transaction is then determined by a majority vote of the Board to

be fair and reasonable and in the Collective’s best interests, the Board

may approve the Transaction by majority vote.

4. Violations of the Conflict of Interest Policy

(a) If the Board has reasonable cause to believe a Responsible Person has failed to

disclose an actual, potential or perceived Conflict of Interest, it shall inform the

Responsible Person of the basis for such belief and afford the Responsible Person

an opportunity to explain the alleged failure to disclose.

(b) If, after hearing the Responsible Person’s response and after making further

investigation as warranted by the circumstances, the Board determines the

Responsible Person has failed to disclose an actual, potential or perceived

Conflict of Interest, it shall take appropriate disciplinary and corrective action,

which may include removal for cause.

Article IV

Records of Proceedings

The minutes of the Board shall contain:

(a) (i) the name of the Responsible Person at issue; (ii) the nature of the disclosed or

identified interest; (iii) all actions taken to determine whether a Conflict of

Interest was present; (iv) the Board’s determination; and (v) whether the

Responsible Person was present during the determination.

(b) The names of all persons who were present for discussions by the Board of the

Transaction or Conflict of Interest; (ii) a summary of the content of the

discussion, including any alternatives to the Transaction and whether the

Transaction was deemed to be fair to the Collective; and (iii) all votes relating to

the Conflict of Interest or the Transaction.

Article V

Annual Statements

Each director and officer shall annually sign a statement which affirms such person:

(a) Has received a copy of the Policy;

(b) Has read and understands the Policy,

(d) Either has no actual or potential conflict to disclose or discloses all relevant facts

pursuant to the Policy to allow the Board to determine if a Conflict of Interest

exists.

A sample annual statement to be affirmed by each Responsible Person is attached as Exhibit A.

EXHIBIT A

CONFLICT OF INTEREST DISCLOSURE STATEMENT

The Conflict of Interest Policy of Mechanical Licensing Collective (the “Collective”) requires

any director, officer, committee member or employee of the Collective to disclose any actual,

potential or perceived Conflict of Interest, as defined therein.

Please initial each statement that applies to you:

____ I have received a copy of the Conflict of Interest Policy.

____ I have read and understand the Conflict of Interest Policy.

____ I am not aware of any actual, potential or perceived Conflict of Interest required to be

disclosed under this Conflict of Interest Policy.

____ I am aware of an actual, potential or perceived Conflict of Interest required to be

disclosed under this Conflict of Interest Policy. Such interest is described in the attached

letter.

I agree to comply with the Conflict of Interest Policy, and to promptly report any future situation

that might involve or appear to involve any actual, potential or perceived Conflict of Interest

with the Collective.

Name: _________________________________

Signature: __________________________________ Date: _______________

Please return this statement not later than ________________ to the General Counsel at

_____________________.

EXHIBIT 6

The MLC

Dispute Policy:

Musical Work Ownership

February 2021

Table of contents

1. Overview ............................................................................................................................................... 3

2. Scope of policy ...................................................................................................................................... 3

3. Definitions ............................................................................................................................................. 3

4. Conflict Submissions ............................................................................................................................. 6

5. Substantiating Documentation ............................................................................................................. 6

6. Suspense and Dispute Status ................................................................................................................ 7

7. Legal Hold.............................................................................................................................................. 8

8. Termination of Dispute Status .............................................................................................................. 8

Overview

1.1.

This policy addresses the standard procedures of the Mechanical Licensing

Collective

subject to conflicting claims and disputes over ownership interests.

1.2.

The Collective does not judge or resolve Conflicts or Disputes, or participate

in the substantive resolution of Conflicts or Disputes. The Collective

encourages Claimants to engage in dispute resolution processes, and may

provide information on outside dispute resolution resources.

Scope of policy

2.1.

This policy applies to Conflicts concerning claims of Ownership to Works or

Shares, which may include:

Work overclaims, where Claims to a Work exceed 100% of Shares;

Share counterclaims, where Claims to a specifically identifiable Share

exceed the amount of that Share.

2.2.

The MLC will endeavor where appropriate in its discretion to narrow

Conflicts and Disputes to specifically identified Shares rather than an entire

Work. In making this decision, The MLC will consider agreement by the

relevant Claimants that the Conflict or Dispute concerned only relates to a

particular Share of a particular Work and not the Work in its entirety. The

MLC may adjust the scope of an existing Conflict or Dispute, as well as the

extent to which any corresponding Royalties are being held in Suspense in

connection with a given Dispute, to address only the appropriate Shares at

issue.

2.3.

The MLC may address Conflicts and Disputes over multiple Works or Shares

together where appropriate, such as at the catalog level.

2.4.

reasonable discretion in connection with any particular Conflict, including

based upon an order of any tribunal reviewing a Legal Claim, due to force

majeure or extenuating circumstances, or for other good cause.

2.5.

This policy and procedures hereunder shall not affect any legal or equitable

rights or remedies available to any copyright owner or songwriter

concerning ownership of, and entitlement to royalties for, a musical work.

Definitions

3.1.

Blanket License

3.2.

Claim

Any and all blanket licenses administered by The MLC pursuant to 17

U.S.C. 115 for the use of Works in covered activities thereunder.

A claim to Ownership of a Work/Share that is registered with the

Collective.

3.3.

Claimant

A Member who has a Claim.

3.4.

Conflict

A situation of conflict between two or more Claims with respect to

Ownership, including Work overclaims or Share counterclaims.

3.5.

Conflict Procedure

The procedure described in Section 4 for Conflict notification and

submission of Substantiating Documentation.

3.6.

Dispute

A status for a Work/Share in Conflict where respective Royalties are in

Suspense.

3.7.

Dispute Party

A Claimant who has submitted Substantiating Documentation of a Claim in

a Work/Share that is in Dispute or any Claimant involved in a situation

described in Section 6.3.3.

3.8.

Documentation Period

Any of the periods set forth herein during which Claimants may submit

Substantiating Documentation in order to maintain a particular Claim.

3.9.

Existing Claim

A Work/Share Claim initially registered with The MLC more than 90

calendar days before the date of the Conflict at issue or initially registered

musical works database based on that existing registration.

3.10.

Interim Suspense

An interim status where Royalties payable for a Work/Share in Conflict are

accrued and held by the Collective pending completion of the Conflict

Procedure.

3.11.

Legal Claim

A Claim or Conflict that is the subject of a proceeding before a tribunal of

appropriate jurisdiction, including appropriate courts of law and/or

arbitration panels.

3.12.

Member

A properly registered Member of The MLC.

3.13.

New Claim

A Work/Share Claim initially registered with The MLC within 90 calendar

days from the date of the Conflict concerned.

3.14.

Notice

A Notice that is provided either through The MLC Portal, to the email

address provided for a Claimant in its Portal account, or as otherwise

reasonably determined by The MLC to notify a Claimant.

3.15.

Ownership

The right to receive Royalties from the use of a Work made pursuant to

the Blanket License. Ownership may be defined at the Work or Share

level.

3.16.

Royalties

Mechanical royalties the Collective has collected pursuant to the Blanket

License that are ready to be distributed to the owner of a particular

procedures.

3.17.

A specified portion of the Royalties payable in connection with the use of

a Work pursuant to the Blanket License, identified as a percentage of such

Royalties for any given use of the Work.

3.18.

Substantiated Claim

A Claim involved in a Conflict for which the Claimant has submitted

adequate Substantiating Documentation during the Documentation

Period.

3.19.

Substantiating Documentation

Documentation identified in Section 5 herein that is adequate to maintain

a Claim involved in a Conflict.

3.20.

Suspense

A status describing Royalties that are being accrued and held by the

Collective pending resolution of a Dispute.

3.21.

Work

A musical composition, including any accompanying lyrics. Works can

include original musical compositions and original arrangements, as well

as new versions of original musical compositions and arrangements to

which new copyrightable authorship has been added.

3.22.

Work/Share

A Work or Share, as applicable.

Conflict Procedure

4.1.

The MLC may commence a Conflict Procedure upon receipt of any

information indicating that a Conflict exists. Any Member may provide

information to The MLC concerning a Conflict related to a Work/Share for

which that Member has made a Claim.

4.2.

Upon the commencement of a Conflict Procedure for a Conflict that

involves one or more Existing Claims and one or more New Claims:

4.2.1. The MLC will first notify Claimants with New Claims that a Conflict exists.

Claimants with New Claims will have a Documentation Period of 30

calendar days from the date of Notice to: (1) update their Claim in the

Portal and/or (2) submit Substantiating Documentation of their Claim.

4.2.2. If one or more Claimants with New Claims submits Substantiating

Documentation within the Documentation Period, The MLC will provide

Notice to all Claimants with Existing Claims that a Conflict exists and then

provide all Claimants additional details regarding the Claims in Conflict and

the contact information for all Conflict Claimants. Claimants with Existing

Claims will have 30 calendar days from the date of Notice to: (1) update

their Claims in the Portal and/or (2) submit Substantiating Documentation

of their Claims.

4.3.

Upon the commencement of a Conflict Procedure for a Conflict that

involves only New Claims:

4.3.1. The MLC will notify all Claimants with Claims related to the Conflict that a

Conflict exists and then provide those Claimants with additional details

regarding the Claims in Conflict and the contact information for all

Claimants. Claimants will have 30 calendar days from the date of Notice

to: (1) update their Claim in the Portal and/or (2) submit Substantiating

Documentation of their Claim.

Substantiating Documentation

5.1.

Substantiating Documentation shall include one or more of the following

documents:

5.1.1. Executed Agreements that provide legal support for a Claim (including but

not limited Publishing Agreements, Co-publishing Agreements, Sub-

publishing Agreements, Administration Agreements, Songwriter

Agreements, Signed Split Sheets and Letters of Direction)

5.1.2. A Notarized Declaration explaining the reasons why other Substantiating

Documentation cannot be submitted, along with an explanation of any

relevant Ownership details being asserted and any chain of title for the

Work/Share concerned.

5.2.

Substantiating Documentation may include additional documentation a Claimant

believes to be relevant to the Conflict concerned, such as a US copyright

registration, a confirmed PRO registration or a musicologist report.

5.3.

The MLC does not verify or approve Substantiating Documentation or the merits

of Claims.

5.4.

The MLC may accept Substantiating Documentation as submitted, and retains

discretion to reasonably determine if a submission constitutes Substantiating

Documentation for a Claim.

5.5.

A Claimant that fails to provide Substantiating Documentation within the

Documentation Period may have their claim rejected by The MLC. A Claimant

whose claim is rejected for failure to provide Substantiating Documentation may

file a new Claim with Substantiating Documentation at a later date.

Suspense and Dispute Status

6.1.

When a Conflict Procedure commences with respect to a Conflict that involves

only New Claims, The MLC will place Royalties for the Work/Share in Conflict into

Interim Suspense pending the completion of Conflict Procedure.

6.2.

After a Conflict Procedure commences with respect to a Conflict that involves one

or more Existing Claims, if The MLC receives Substantiating Documentation from

any Claimants with New Claims that reflects a Conflict, The MLC will place

Royalties for the Work/Share in Conflict into Interim Suspense pending the

completion of Conflict Procedure.

6.3.

Upon completion of a Conflict Procedure, The MLC will adjust the status of the

Work/Share concerned and the status of any related Royalties that were placed in

Interim Suspense as follows:

6.3.1. If the Substantiated Claims exceed 100% of the Work/Share at issue, the

Work/Share will move into Dispute with Royalties in Suspense;

6.3.2. If the Substantiated Claims are less than or equal to 100% of the

Work/Share at issue, the Substantiated Claims will be accepted, the

related Royalties will be released from Interim Suspense, and the Work

will be removed from Conflict;

6.3.3. In a Conflict involving only New Claims, if no Substantiating

Documentation is received from any Claimant, the status of the

Work/Share will be changed to be in Dispute, and the corresponding

Royalties will be placed in Suspense.

Legal Hold

7.1.

At any time, if The MLC is presented with information that a Legal Claim

exists with respect to a Work/Share, The MLC will initiate a Legal Hold,

notify all affected Claimants, and place the corresponding Royalties for the

Work/Share in Suspense pending resolution of the Legal Claim.

7.2.

Despite the existence of a Legal Hold, The MLC in its discretion may also

commence a Conflict Procedure as described herein (such as where the

procedure may assist in narrowing a Conflict to a specifically identified

Share).

Termination of Suspense and Dispute Status

8.1.

A Work/Share placed in Dispute will remain in Dispute, with Royalties in

Suspense, until The MLC receives: (a) written documentation that

evidences a resolution by all Dispute Parties, or (b) a legal order, legal

decision, or legal judgment resolving the Conflict or otherwise directing The

MLC to adjust the status of the Work/Share.

8.2.

The MLC will notify all Dispute Parties of any change in the status of a

Dispute.

EXHIBIT 7

Mechanical Licensing Collective

Investment Policy Statement

OVERVIEW

The Mechanical Licensing Collective (“The MLC”) is a nonprofit trade

organization designated by the U.S. Register of Copyrights pursuant to the Music

Modernization Act of 2018 (“MMA”). The MLC is tasked with administering the MMA’s

blanket license for the use of musical works in certain streaming and download music

services (“Blanket License”), including the collection and distribution of royalties payable

pursuant to the license. The Blanket License became available on January 1, 2021 to

eligible digital music providers (“DSPs”) in the United States.

This investment policy statement covers The MLC’s investment of Unmatched

Royalty Funds. As used in this statement, “Unmatched Royalty Funds” includes royalties

associated with a musical work (or a share thereof) for which a copyright owner of such

work (or share thereof) has not been identified or located. (See 17 U.S.C. § 115(e)(35)).

The MMA requires that The MLC maintain accrued royalties for unmatched works (and

shares thereof) in an interest-bearing account that earns monthly interest at the Federal

short term rate (the “Statutory Interest Rate”) for the benefit of copyright owners entitled

to payment of such accrued royalties. (See 17 U.S.C. § 115(d)(3)(H)(ii)(I)). For clarity,

Unmatched Royalty Funds include royalties that within the music industry are commonly

considered to fall into three different categories: (1) unmatched royalties (i.e., royalties for

sound recording uses that have not yet been matched to an underlying musical work); (2)

unclaimed royalties (i.e., royalties for sound recording uses that have been matched to an

underlying musical work, but for shares of that work where the identity and/or sufficient

payment instructions for the copyright owner are not yet known); and (3) royalties on

hold/suspense (i.e., royalties that have been matched, and where one or more copyright

owner claims have been made, but where royalties are not yet payable, including due to

ownership disputes, reviews over eligibility for payment, regulatory guidance or legal

claims).

This investment policy outlines procedures that The MLC will follow in order to

satisfy the requirements set forth in the MMA, as well as fulfill the objectives established

by The MLC's Board of Directors (the “Board”) as follows:

• To establish an investment policy with the highest likelihood of meeting the

MMA’s requirement to earn interest at the Statutory Interest Rate while

minimizing risk to the maximum extent possible through diversification and

asset allocation;

• To clearly and explicitly establish the parameters that govern the investment of

The MLC’s Unmatched Royalty Funds consistent with the requirements of the

MMA;

• To limit investment costs;

• To clarify and ensure that Unmatched Royalty Funds shall not be commingled

with The MLC’s operational funds; and

• To protect the interests of The MLC’s stakeholders through the implementation

of a stable investment policy.

Material revisions to this statement may be made only with the approval of the

Board.

INVESTMENT ADVISORS

The MLC may retain one or more fee-based investment advisors or consultants

(“Advisors”). Advisors must be independent, institutional investment advisors paid fixed

fees instead of commissions. Paying Advisors based on a fixed fee means that such

Advisors have no financial interest in investment strategies or decisions. Advisors may also

help The MLC to:

1. Advise and assist The MLC in the execution of its duties and responsibilities

under the MMA;

2. Develop and maintain investment strategies, as applicable, asset allocation

strategies, and appropriate investment management structures;

3. Select, monitor, and evaluate investment advisors and/or investment entities;

4. Provide and/or review performance measurement reports and assist The MLC

in interpreting the results;

5. Determine suitable investment products for the Unmatched Royalty Funds and

evaluate a broad universe of fixed income strategies; and

6. Execute such other duties as may be mutually agreed.

When evaluating investment strategies, The MLC and its Advisors are to consider

the above objectives for the Unmatched Royalty Funds, and recommend appropriate

investment strategies and investment vehicles in alignment with the requirements of the

MMA and those objectives.

When evaluating investment decisions, Advisors must determine the required rate

of return and always consider, at a minimum, exposure to the following three types of risk:

credit risk; duration risk; and liquidity risk. Every investment involves some level of risk

in one or more of these categories, and Advisors are to consider all of these risks.

For the avoidance of doubt, Unmatched Royalty Funds should not be placed in

investments that would be classified as having heightened or high risk. The MLC may

retain independent custodians, administrators, or other investment service providers to

ensure the proper management of the Unmatched Royalty Funds.

INVESTMENT PRINCIPLES AND PRACTICES

The MLC’s investment of Unmatched Royalty Funds shall follow principles and

practices to safeguard the integrity of the funds, including but not limited to:

Anti-Commingling of Funds: Unmatched Royalty Funds shall not be commingled

with The MLC’s own operational funds. Royalty accounts must be maintained separately

to ensure clear separation and transparency in financial reporting and auditing processes.

Independent Investment Decisions: All investment decisions shall be guided solely

by the objectives above, and shall not be influenced by the personal interests of any insider,

including board members, officers, committee members, or employees (“Insiders”). At all

times, Insiders shall adhere to The MLC’s Conflict of Interest policy, and The MLC shall

maintain procedures and practices to prevent any undue influence that could affect the

impartiality and independence of investment decisions.

Gifts and Inducements: Insiders shall not accept benefits of material value,

including gifts, cash, or any other forms of inducement from entities or individuals engaged

in investment-related activities with The MLC or seeking to influence investment

decisions. This principle is in place to ensure investment decisions are independent, merit-

based and not influenced by external incentives or rewards.

INVESTMENT STRATEGY

Investment strategy shall be designed to ensure the prudent investment of

Unmatched Royalty Funds in a manner that fulfills the investment return requirements set

forth in the MMA while seeking to protect the value of the assets from volatility or risk of

loss. For Unmatched Royalty Funds, The MLC is required to generate a return sufficient

to pay its members interest at a rate equal to the Statutory Interest Rate. Producing a rate

of return that matches or exceeds this required amount over all time periods is not a simple

task, in part because the Statutory Interest Rate is always positive, while most investment

assets may decline in value. Also, the Statutory Interest Rate does not represent an

investible asset class and is therefore a challenge to match or exceed over time. Instead, the

Statutory Interest Rate typically exceeds the return on money market investments and

prevailing interest rates available from banking institutions, limiting options further.

Market risk impacts are unpredictable over short-term periods.

In light of the above factors, and in accordance with the recommendations by the

Advisors, The MLC will adhere to investment strategies that provides for The MLC to

invest Unmatched Royalty Funds in (1) exceptionally diversified, high quality, short-term,

fixed income and cash equivalent strategies via short-term fixed income funds and money

market funds managed by reputable and experienced institutional investment firms that

have been diligently vetted and/or (2) FDIC insured bank deposit accounts with reasonable

levels of insurance for the funds placed. These investments have investment return

objectives that are most likely to consistently attain the Statutory Interest Rate over the

long term and across as many time periods as possible.

ONGOING ASSESSMENT AND REPORTING

The MLC shall meet regularly with its Advisors to review all aspects of The MLC’s

investments of Unmatched Royalty Funds. Reviews shall include manager and investment

entity performance, anticipated additions to or withdrawals from funds, potential future

investment strategies, and other relevant or applicable matters. The MLC shall regularly

monitor investment strategy and performance of investments to ensure they continue to

align with this investment policy. The MLC will regularly update the Board on the status

of investments.

EXHIBIT 8

Mechanical Licensing Collective

Cash Management Policy Statement

OVERVIEW

The Mechanical Licensing Collective (“The MLC”) is a nonprofit trade

organization designated by the U.S. Register of Copyrights pursuant to the Music

Modernization Act of 2018 (“MMA”). The MLC is tasked with administering the MMA’s

blanket license for the use of musical works in certain streaming and download music

services (“Blanket License”), including the collection and distribution of royalties payable

pursuant to the license. The Blanket License became available on January 1, 2021 to

eligible digital music providers (“DSPs”) in the United States.

This cash management policy statement covers The MLC’s management of all

royalty funds other than Unmatched Royalty Funds as defined in The MLC’s Investment

Policy Statement (“Royalties Pending Distribution”), and establishes parameters to ensure

that investments minimize risk to the maximum extent possible to protect the value of the

funds from volatility or risk of loss given the need for liquidity and capital preservation.

The Board of Directors of The MLC (the “Board”) has developed this policy

statement to fulfill the following objectives:

• To establish a cash management strategy with a high likelihood of meeting The

MLC’s objectives for the cash management of Royalties Pending Distribution;

• To clearly and explicitly establish the parameters that govern the cash

management of the Royalties Pending Distribution;

• To limit investment costs;

• To clarify and ensure that Royalties Pending Distribution shall not be

commingled with The MLC’s operational funds; and

• To protect the interests of The MLC’s stakeholders through the implementation

of a stable cash management policy.

CASH MANAGEMENT ADVISORS

The MLC may retain one or more fee-based cash management advisors or

consultants (“Advisors”). Advisors must be independent, institutional investment advisors

paid fixed fees instead of commissions. Paying Advisors based on a fixed fee means that

such Advisors have no financial interest in cash management strategies or decisions.

Advisors may also help The MLC to:

1. Advise and assist The MLC in the execution of its duties and responsibilities

under the MMA

2. Develop and maintain cash management policies, as applicable, asset allocation

strategies, and appropriate investment management structures;

3. Select, monitor, and evaluate investment advisors and/or investment entities;

4. Provide and/or review performance measurement reports and assist The MLC

in interpreting the results;

5. Determine suitable investment products for The MLC’s Royalties Pending

Distribution and evaluate a broad universe of very high-quality cash equivalent

strategy(ies); and

6. Execute such other duties as may be mutually agreed.

When evaluating investment strategies, The MLC and its Advisors are to consider

the above objectives and recommend appropriate investment strategies and investment

vehicles in alignment with the requirements of the MMA and those objectives.

When evaluating cash management decisions, Advisors must determine the most

risk adverse solution to place funds to protect and preserve capital while considering the

need for liquidity.

For the avoidance of doubt, funds should not be placed in investments that would

be classified as having heightened or high risk. The MLC may retain independent

custodians, administrators, or other investment service providers to ensure the proper

management of the Royalties Pending Distribution.

CASH MANAGEMENT PRINCIPLES AND PRACTICES

The MLC’s cash management decisions shall follow principles and practices to

safeguard the integrity of the funds, including but not limited to:

Anti-Commingling of Funds: Royalties Pending Distribution shall not be

commingled with The MLC’s own operational funds. Royalty accounts must be

maintained separately to ensure clear separation and transparency in financial reporting

and auditing processes.

Independent Cash Management Decisions: All cash management decisions shall be

guided solely by the objectives above, and shall not be influenced by the personal interests

of any insider, including board members, officers, committee members, or employees

(“Insiders”). At all times, Insiders shall adhere to The MLC’s Conflict of Interest policy,

and The MLC shall maintain procedures and practices to prevent any undue influence that

could affect the impartiality and independence of investment decisions.

Gifts and Inducements: Insiders shall not accept benefits of material value,

including gifts, cash, or any other forms of inducement from entities or individuals engaged

in investment-related activities with The MLC or seeking to influence investment

decisions. This principle is in place to ensure investment decisions are independent, merit-

based and not influenced by external incentives or rewards.

CASH MANAGEMENT STRATEGY

Cash management strategy for Royalties Pending Distribution shall be designed to

protect the value of the funds from volatility or risk of loss given the need for liquidity and

capital preservation. The strategy shall recognize the need to minimize, and to the extent

possible, avoid investment risks to protect the value of the assets from volatility or risk of

loss. The MLC holds the majority of Royalties Pending Distribution for a relatively brief

period of time, until they can be processed as part of regular monthly royalty distributions.

Royalties Pending Distribution should be maintained in highly liquid investments.

In light of the above factors, and in accordance with the recommendations by the

Advisors, The MLC will adhere to cash management strategies that place Royalties

Pending Distribution in (1) high-quality cash equivalent strategies via money market funds

managed by reputable, experienced institutional investment firms that have been diligently

vetted and/or (2) in FDIC insured bank deposit accounts with reasonable levels of insurance

for the funds placed.

ONGOING ASSESSMENT AND REPORTING

The MLC shall meet regularly with its Advisors to review all aspects of The MLC’s

cash management of Royalties Pending Distribution. Reviews shall include manager and

investment entity performance, anticipated additions to or withdrawals from funds,

potential future cash management strategies, and other relevant or applicable matters. The

MLC shall regularly monitor the cash management strategy and the performance of its

investments to ensure they continue to align with this cash management policy. The MLC

will regularly update the Board on the status of investments.

EXHIBIT 9

The MLC

Guidelines for Adjustments

January 2022

Table of Contents

1. Overview ............................................................................................................................................... 3

2. Scope of Guidelines .............................................................................................................................. 3

3. Adjustment Procedures ........................................................................................................................ 4

4. Adjustment Dispute Process ................................................................................................................. 4

5. Substantiating Documentation ............................................................................................................. 6

6. Impact of Legal Proceedings ................................................................................................................. 6

7. Definitions ............................................................................................................................................. 8

Overview

1.1.

These Guidelines for Adjustments Guidelines outline the standard

procedures of The Mechanical Licensing Collective when processing

Adjustments to the distribution of Royalties for Works/Shares. All capitalized

terms are as set forth in the Definitions section below.

1.2.

These Guidelines do not address conflicts or disputes between rightsholders

involving claims to ownership of Works/Shares or the substantive resolution of

such conflicts or disputes. Please see The MLC Ownership Dispute Policy for

information regarding resolution of conflicts or disputes involving Work/Share

ownership claims.

1.3.

The processes described herein are subject to change or modification in The

reasonable discretion in connection with any particular Adjustment,

including changes or modifications required pursuant to the adjudication of a

Legal Proceeding, force majeure or extenuating circumstances, or other good

cause.

1.4.

These Guidelines and the procedures described herein shall not affect any legal or

equitable rights or remedies available to any rightsholder concerning ownership

of, and entitlement to Royalties from, a Work/Share.

Scope of Guidelines

2.1.

When The MLC discovers or learns of anomalies with a matched Work or Share,

it may elect to place Royalties in Suspense while it researches and analyzes the

issue. If, after review, The MLC determines that the match was not proper and,

as a result, Royalties for the Work/Shares concerned were incorrectly paid to a

Member, The MLC may seek to apply an Adjustment. Examples of situations

where The MLC might seek to apply an Adjustments resulting from the following

Adjustment Events:

• an incorrect match of a sound recording to a Work registration;

• resolution of a conflict or dispute with respect to a Work/Share;

• a correction of an overpayment or underpayment of Royalties

attributable to a clerical or administrative error;

• resolution of an investigation by The MLC into abnormal account

activity and other anomalies indicating an Adjustment is

warranted;

• the adjudication of a Legal Proceeding (further described in

Section 6 (Impact of Legal Proceedings)); and

• other situations that The MLC may determine from time to time

in its discretion warrant an Adjustment.

2.2.

The MLC will endeavor where appropriate and, in its discretion, to narrow

Adjustments to specifically identified Shares rather than an entire Work. As part

of this analysis, The MLC will consider applicable written agreements or other

writings indicating that the Adjustment concerned relates to a particular Share of

a particular Work and not the Work in its entirety. (See Section 5 (Substantiating

Documentation) below.)

2.3.

The MLC may, in its discretion, place Royalties into Suspense pending The

2.4.

Adjustments shall not be made for de minimis amounts.

MLC Adjustment Procedures

3.1.

The MLC may make an Adjustment at any time after it discovers or receives

notice of information about an Adjustment Event.

3.2.

Adjustments applied to displayed both in Top

Payee activity summary and in the Royalty statement detail for the distribution

during which the Adjustment is made.

3.3.

The MLC will seek to apply all Adjustments at the Top Payee account level;

provided, however, in some instances, Adjustments may be made at account

levels at other than the Top Payee level

or if The MLC otherwise determines in its discretion that doing so would be

warranted. The Top Payee will be responsible for applying any additional

adjustments (whether debits or credits) to any of its Subsequent Payees with

respect to a Work/Share once The MLC has applied an Adjustment to the Top

3.4.

Adjustments may be made by The MLC retroactively to January 1, 2021 (i.e.,

the License Availability Date).

3.5.

Adjustments that require a credit will be made subject to, as applicable, the

availability of funds and ability to recover the full amount of the

Royalties to be credited from the applicable rightsholder(s).

3.6.

Any Member may provide information, including Substantiating

Documentation, to The MLC concerning an Adjustment related to a Work/Share

for which that Member has been or would be affected by an Adjustment.

Member Adjustment Dispute Process

4.1.

A Member is responsible for monitoring his/her/its Member account for

Adjustments.

4.2.

If a Member wishes to challenge an Adjustment (in whole or in part), the

Member may initiate an Adjustment Dispute by sending The MLC a written

notice describing the basis for the challenge and provide Substantiating

Documentation.

4.3.

The MLC may require additional Substantiating Documentation from the

relevant Member(s) to assess and determine the outcome of any dispute of an

Adjustment. The MLC may, in its reasonable discretion and as applicable,

share any Substantiating Documentation received from one party with any

other party/ies affected by the Adjustment.

4.4.

In all cases where The MLC requests information hereunder, if the party

receiving the request does not respond within thirty (30) days (or such other

period specified by The MLC), The MLC will send a reminder notice to such

party, and the receiving party shall have an additional thirty (30) days (or such

other period specified by The MLC) to respond to the reminder notice. If the

receiving party again fails to respond to the reminder notice, The MLC, in its

discretion, may presume that such receiving party consents to the Adjustment

or applicable assertions (if any), or otherwise does not wish to pursue an

Adjustment Dispute, as the case may be.

4.5.

The MLC will place Royalties into Suspense at either the Work or Share level,

as applicable, upon the commencement of an Adjustment Dispute until the

final resolution of the Adjustment Dispute.

Substantiating Documentation

5.1.

of the following documents:

5.1.1. Executed agreements or other writings that provide support for an

Adjustment or a challenge to an Adjustment.

5.1.2. A notarized declaration explaining the reasons why other Substantiating

Documentation cannot be submitted.

5.1.3. Additional documentation relevant to an Adjustment Dispute.

5.2.

The MLC may accept Substantiating Documentation as submitted and retains

discretion to reasonably determine if a submission constitutes Substantiating

Documentation for an Adjustment Dispute. The MLC may verify the validity or

legitimacy of the Substantiating Documentation.

Impact of Legal Proceedings

6.1.

The MLC will apply Adjustments pursuant to fully executed settlements or

legal orders, decisions, or judgments resulting from finally adjudicated Legal

Proceedings. Where an order is the subject of an appeal, The MLC may

maintain Royalties in Suspense notwithstanding that the order may not have

been stayed. Where any order or settlement is ambiguous or otherwise

unclear, The MLC may require the parties to such order or settlement to seek

an appropriate clarifying amendment to be made to the relevant order or

settlement. The MLC is entitled to maintain in Suspense any Royalties subject

to such order or settlement until a clarifying order or settlement is received

by The MLC.

6.2.

The MLC, in its discretion, may apply Adjustments resulting from instructions

from all Members involved in an Adjustment or an Adjustment Event or

pursuant to Substantiating Documentation received from a Member

supporting an Adjustment.

- An adjustment is a change made by The MLC in its discretion to the distribution of

Royalties to a Member, which may include, without limitation, debits, credits, offsets, payee holds,

reversals, suspensions, and recoupments with respect to the account of a Member.

A conflict between one or more Members and The MLC regarding an

Adjustment.

- Any matter that The MLC determines, in its discretion, that necessitates an

Adjustment, including, without limitation, the examples set forth in Section 2.1 of these Guidelines.

- A relevant blanket license obtained by a qualifying digital music provider (as

defined in Section 115 of the U.S. Copyright Act) from copyright owners through The MLC pursuant

to Section 115 of the U.S. Copyright Act for the use of Works in covered activities thereunder.

- An Adjustment Dispute that is the subject of a legal proceeding before a

tribunal of appropriate jurisdiction, including courts of law, arbitration panels, or other dispute

resolution proceedings.

- A properly registered member of The MLC.

- The right to receive Royalties from the use of a Work made pursuant to the Blanket

License. Ownership may be defined at the Work or Share level.

- Any individual, corporation, partnership, joint venture, limited liability company,

unincorporated organization, trust, association, or other entity.

- Mechanical royalties The MLC has collected pursuant to the Blanket License that have

been distributed or are ready to be distributed to the owner of a particular Work/Share in

- A specified portion of the Royalties payable in connection with the use of a Work pursuant

to the Blanket License, identified as a percentage of such Royalties for any given use of the Work.

- A Person with a contractual or other legal right to receive a distribution of

Royalties from a Top Payee.

- Has the meaning set forth in Section 5.1 of these Guidelines.

- A status describing Royalties held by The MLC. Royalties may accrue interest as

required by applicable law.

- A Member who has a contractual or other legal obligation to further distribute

Royalties to a Subsequent Payee after initial distribution of such Royalties to such Member by The

MLC.

- A musical composition, including any accompanying lyrics. Works can include original

musical compositions and original arrangements, as well as new versions of original musical

compositions and arrangements to which new copyrightable authorship has been added.

- A Work or Share, as applicable.