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Soundcheck Issue 7 November 2003

“I’m Gonna Write A Letter. . .” A few words from Gary Churgin, HFA President & CEO

By the time this hits your mailbox, it will be mid-November – the time when the industry is holding its collective breath in anticipation of the all-important holiday retail season. Everyone is keeping their fingers and toes crossed in the hope that there will be a positive year-end tale to tell. The header for this month’s letter comes from Blues great Robert Johnson’s “I Believe I’ll Dust My Broom,” which caught my eye as I thumbed through Squeeze My Lemon, a new collection of classic Blues lyrics compiled by Randy Poe, President of Leiber & Stoller Music Publishing. You can read more about it on page 6. In this issue of HFA Soundcheck, we are taking the opportunity to update you on some transitions in the Index Department that we believe will enable us to handle client data issues faster and with greater accuracy. I believe that by taking every opportunity to break down barriers between our departments and reduce the administration of tasks results in more time spent resolving your inquiries, getting titles into our system correctly, and ensuring that licenses are processed and signed. Really, we view HFA as an extension of your operations, which is why I found it particularly gratifying to include the profile on Dennis Livingston and his Hallmark Music. With no real background in the industry, Dennis took over his legendary father’s publishing company, and now runs it as a one-man band from his home in Brookline, MA.

The changes that the Livingston family has seen in the business are a good reminder of the ups and downs of the industry. I had the opportunity to speak before some of you last month at the invitation of the Association of Independent Music Publishers in Los Angeles, and I wanted to reiterate my closing points for the benefit of the wider HFA Soundcheck audience. Though it seems like we are now in very dark times, the music industry has weathered such dramatic changes before, changes that seemed to threaten the very existence of the business. HFA itself was born out of one of those cataclysmic changes – the rise of the player piano, one of the very first kinds of widely distributed recorded music. Then there was radio. Then it was TV. Sampling. All of which have now become “business as usual” for the music industry. Each time, the music industry has rallied because the music itself is elemental to the human experience. Even this time, the change that confronts us does not come from people no longer wanting to listen to music – it comes from their demand for more music, available instantly, at a desirable price point. We are confident that the legal system will ultimately uphold the value of copyright. The challenge is for new delivery services to create a system of value to the consumer, and it is our challenge to support these new business areas. Technology has always been the way we access the music, whether through a wax cylinder or a bit stream – and I look forward to what the new digital era will bring. Happy Thanksgiving,

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Index & Client Relations: Perfect Together Two key challenges here at HFA are transitioning an over 75-year-old organization to a more automated business, without missing a beat on our regular licensing, collections, and distribution activities; and making HFA a truly customer-focused company. In order to support both of these goals, and to respond to feedback we received from many of you, we have been cross- training our Client Relations team on basic Index Department functions, so that requests such as song additions and updates can be handled directly by the Client Relations staff. This training not only resolves publisher inquiries sooner, but it frees up the Index team to focus on more complicated tasks. Because of the mutual benefit derived by aligning the two areas more closely, we

have decided to take the next logical step, and make the Index Department officially part of Client Relations. We believe that this is a very positive move that will directly improve client satisfaction because we can handle client data issues faster and with greater accuracy. This should not affect your day-to-day interactions with the staff, except for one important change. Jason Miller, who had been the Director of Index, will now re-direct his energies towards the development of our overall systems, including CWR integration, Mi3P participation, and the investigation of other protocols that will enable HFA to more easily supplement in bulk its song catalogue. These standardization and automation efforts have been identified by our clients as essential system updates. Jason will now be a part of the IT department as the Senior Director of Data Integration and Management, reporting to HFA’s CIO, Frank Wander.

Reminder: Mitsui Comtek Corp. Ringtone Opt-In Form Due Nov 10 Please note that due to an error at our mailing house, we have extended the deadline for the Matsui Comtek Corp. opt-in to allow ample time for your response. Don’t miss the opportunity to be included in this deal. Remember that by working through HFA, we can handle all the licensing, collection and royalty compliance work related to new digital licensing deals such as ringtones.

Opt IN vs. Opt OUT Some publishers indicated that they were not sure of the difference between an Opt-In and Opt-Out deal. If a deal is offered to you on an Opt-In basis, in order to participate, you must complete and return the Opt-In form to HFA. Otherwise you will not be included. If a deal is offered as an Opt-Out, you will automatically be included unless you complete and return the Opt-Out form. If you have any questions, please contact J.C. Lindstrom in our Business Development department at jlindstrom@harryfox.com or 212-922-3234.

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Jason is a long-time HFA’er. He joined us nine years ago after working in the Copyright Department at the Bourne Music Company. A transplant from Maryland, he has worked his way up through the ranks at HFA, starting as an assistant in the Mechanical Licensing department, and then becoming a Licensing Coordinator. He moved over to Index in 1998 as a Manager, and became the Manager of Index and Synch

the following year. He was promoted to Director of Index in December 1999. Both of these transitions exemplify our commitment to improving our current level of service, while updating our systems for the future. We hope you will be pleased with the result. _________________________________________________

HFA Employee Profile We want to share with you new staffing assignments between the Client Relations and Licensing Departments for two long-time HFA’ers, Ann Marie Picardo and Cordella Brown. The switch is a great example of how HFA encourages cross-functional exchanges of knowledge and experience, and encourages client focus across the entire licensing transaction.

Ann Marie Picardo Ann Marie Picardo (on right in photo) is now the Director, Client Relations Administration. In this newly-created position, she acts as a liaison to the Licensing Department and manages key departmental projects to ensure client satisfaction. Ann Marie’s goal is to create more efficiencies for Client Relations, so it can resolve issues faster. Ann Marie joined HFA seven years ago from BMI, and has managed the Synchronization and Mechanical Licensing departments. She has a B.A. in Music from the University of Bridgeport, and taught piano for years. While she does not feel she had a particularly musical upbringing, her brother, Tommy West, is also in the industry – he was the producer behind such artists as Jim Croce and Anne Murray.

Cordella Brown Cordella Brown (left) was promoted to the position of Director, Licensing. Cordella has been an instrumental contributor in the development of systems and cross-training programs that have increased HFA's quality of customer service and made the Client Relations department more client-centric. As Licensing becomes more client-based, Cordella’s deep experience in client management will bring a broader perspective to the area. Born in Antigua, Cordella has been with HFA for fifteen years, and has held positions in Office Services, Collections, and most recently, managed Client Relations. Known in the office for her professionalism and style, she thinks people are often surprised by her varied musical taste. Currently in the mix on her CD player are Luther Vandross, Celine Dion, Beres Hammond, Shaggy, CeeCee Winans, and Yolanda Adams.

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HFA at the 2003 CMJ Music Marathon HFA’s Lauren Apolito, Vice President of Business Development, participated in the “Publisher’s Clearinghouse” panel during the CMJ Music Marathon last month in New York. The panel focused on how digital media impacts music publishing, and the new opportunities for songs placed in commercials, video games and ringtones. Richard Conlon from BMI was the moderator for the panel. Jonas Gerber from ringtone company Faith West; Justin Kalifowitz, Director of A&R for the Spirit Music Group; independent artist Robert Schneider; and Brandon Young, a Music Supervisor at gaming company Activision, also participated. Lauren reported that there was much interest and conversation about the ringtone market, and how music was being introduced to the public in alternative ways to CDs, such as games and downloads from online services. Lauren reiterated the importance of licensing for all these new uses, and promoted HFA as a place for new licensees to reach the majority of U.S. music publishers. However, her favorite question was, “Will HFA license the beeps that a microwave makes when food is done?”, to which she deftly replied, “As the home becomes more technologically advanced, HFA will be seeking new licensing opportunities for our clients!” The CMJ Music Marathon is one of the largest annual events for the music industry, drawing over 10,000 attendees from all sectors of the music business. In

addition to showcasing thousands of performers in clubs all over the city from October 22-24, 2003, events included a variety of panels on topics such as retail, college radio, and international issues, keynote speeches from Yoko Ono, Wayne Kramer, and Steve Earle, screenings of new DVDs from Ben Harper and Fischerspooner, mentoring sessions, tutorials, and an exhibition area. Affiliate Profile Dennis Livingston

Hallmark Music

Dennis Livingston finds it ironic that he is at the helm of his father’s Hallmark Music. “Like many kids, I had no interest in what my father was doing. I’m not sure when I became aware that he did something unusual by making his living as a songwriter.” This may have also been because in the days of Tin Pan Alley, Dennis’ father, Jerry Livingston, didn’t write music at home – he went out each day to work in the famed Brill Building. The legendary composer behind such varied songs as “Mairzy Doats,” “The Twelfth of Never,” “It’s The Talk of the Town,” the theme to Cat Ballou, “Bibbidi Boddidi-Boo,” and “This is It (the Bugs

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Bunny Theme),” he was inducted into the Songwriter’s Hall of Fame in 1981. His mother, Ruth, had been a professional big band singer before Dennis was born. As a teenager, Dennis dedicated himself to the flute, and to classical music – he preferred Bartok over The Beatles. He initially pursued an academic career, earning a PhD from Princeton in political science, and taught pioneering courses at several universities in future studies, science and government, and science fiction literature. After a brief stint as a policy analyst in the Massachusetts state government in the early 80’s, Dennis worked at several computer trade publications. He was so removed from his father’s business that Dennis is not entirely sure of the origins of Hallmark. He believes that his father must have purchased the name to set up his own publishing company when the rights to his songs began to revert back to him in the 50’s and 60’s. When Dennis inherited Hallmark in the early 90’s, he had to face the tough decision of what to do with the company. With his father’s extraordinary catalog, he certainly did have opportunities to sell. But something of what his father said must have sunk in over the years. “I do remember him telling me to keep the catalog intact – to treat it as an annuity, and I think that was in the back of my mind. I was aware of the cultural and financial values of these songs, and I had an emotional attachment as well. I took a calculated guess that I might be able to make a go at this.” He did ask himself how he could run a publishing company from his home in Boston, with no background in the industry. But just as he had in career changes before, he realized he could pick up the skills he needed by availing himself of help from

many sources. “My message to other sons, daughters, grandchildren is that you can do it too, even as a one-person company. There are professional organizations to help you, such as the Songwriter’s Guild, ASCAP, and of course, The Harry Fox Agency.” His risk has paid off. “There’s been great growth in the International area, and now with new artists such as Norah Jones, there is a younger audience coming to music of my dad’s era, which is very gratifying.” After working with his father’s songs, Dennis began composing some of his own, for the cabaret market. Two of his songs, “It’s Time for Roses” and “An Ordinary Day,” have been highlighted in ASCAP showcases. And it does look like there will be a future generation to carry on the tradition. Dennis’ son, Jonah, is a music business major at Northeastern. His taste runs more towards heavy metal and hardcore punk, and he has already formed several bands as well as his own DIY label, Teenage Disco Bloodbath Records. His passion and commitment are inspiring to his father, who says, “This is the new generation which has grown up using computers. They utilize the positive side of new technology, to market and sell music beyond mainstream outlets.” You can find out more about Hallmark Music at www.dennislivingston.com or by writing to Dennis at dennis@ dennislivingston.com, and more on Jonah Livingston’s label at www.tdbrecords.com. - Want to get news about your company in HFA Soundcheck? Contact Laurie Jakobsen, Senior Director, Communications, at 212-834-0133 or ljakobsen@harryfox.com.

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Squeeze My Lemon: A Collection of Classic Blues Lyrics

Randy Poe, President of Leiber & Stoller Music Publishing, has just had his second book published by Hal Leonard: Squeeze My Lemon: A Collection of Classic Blues Lyrics. Randy has compiled over 160 classic Blues phrases, arranged by cleverly titled categories such as “Blues All Over the Map”, “Make Mine a Double Entendre”, and “Blues for Christmas,” with a short introduction for each section. The legendary B.B. King contributed the book’s forward. Squeeze My Lemon includes such classics as:

“The night was black and the night was blue, And around the corner an ice wagon flew.

A bump was hit and somebody screamed- You should have heard just what I seen.” - Who Do You Love?, Ellas McDaniel “I am a back door man. Well, the men don’t know, But the little girls understand.” - Back Door Man, Willie Dixon

A former executive director of the Songwriter’s Hall of Fame, Randy is also the author of Music Publishing, A Songwriter’s Guide. His many accomplishments include receiving the 2002 Heroes & Legends Award, and a Grammy® nomination for his production of the Rhino Records box set Songs of the West. Squeeze My Lemon also includes beautiful black and white pictures of some of the great Blues artists. A great gift for any music lover, the book is available as a trade paperback in stores now.

HFA Technology Update

Based on requests received from our publishers, we are developing automated CWR-based song registration.

CWR (Common Works Registration) is a standard format for the registration of works, which was adopted as a standard by the International Confederation of Societies of Authors and Composers in 2001. By using this standard format, publishers can create one registration file for a work and send it to participating societies around the world. Each rights society that receives that file will follow

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a similar process, and provide acknowledgement in a common format back to the publisher. You can learn more about CWR at www.commonworksregistration.com.

In addition, we continue to maintain our legacy databases and applications, which are based on IBM’s AS400 system. We will have completed a major hardware upgrade of our AS400 systems in mid-November, which will enable us to extend the availability of systems such as Poli by four hours every day – especially useful for our West Coast-based affiliates – and process bulk requests faster.

Licensee Corner While HFA is focused on the needs of our over 27,000 represented publishers, we can’t lose sight of the other side of the equation: our licensees - the labels, ringtone companies, online music services, and others. It almost goes without saying that we would like to get signed licenses back from our licensees as soon as possible. If there is a reason that you can’t sign the license (for example, it needs a modification), please do not just put it aside. Please return it to us with a note about the issue, as we can then register the reason in our tracking system and inform the publisher as to the status. And as you’re looking at your 2004 release schedules, remember to add HFA to your mailing list so we can jump-start the licensing process, especially for your priority releases. You can send these directly to Maurice Russell, Vice President of Label Relations and Licensing, at 711 Third Ave.; New York, NY 10017; or fax to his attention at 212-953-2384, or email mrussell@harryfox.com. Of course, you can also contact him with any of your licensing questions at 212-834-0159.

Happy Thanksgiving from everyone at HFA!

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If you have any comments regarding HFA’s Soundcheck, please contact Laurie Jakobsen, Senior Director, Communications, at 212-834-0133 or ljakobsen@harryfox.com. Established in 1927 by the National Music Publishers Association, the Harry Fox Agency represents over 27,000 U.S. music publishers for their mechanical and digital licensing needs, and the collection and distribution of royalties. HFA also provides collection and monitoring services to its U.S. publisher clients for music distributed and sold in over 75 territories around the world. For more information about HFA, or to become an affiliate publisher or a licensee, see www.harryfox.com.