Musicares Foundation Inc.

“The Executive Committee is comprised solely of no less than four Directors and whose number shall be fixed from time to time by the Board. The members of the Executive Committee shall be elected to a one-year term by vote of the majority of the entire Board at the annual meeting of the Board (or at such other meeting as may be selected by the Board) acting upon the recommendations of the Nominating Committee; provided, however that the Chair (who shall serve as Chair of the Executive Committee), Vice Chair and Secretary/Treasurer shall serve ex officio as voting members of the Executive Committee. The President shall serve ex officio as a non-voting member of the Executive Committee. Additional members of the Executive Committee may be recommended by the Nominating Committee from time to time. During those periods when the Board is not in session, the Executive Committee shall have the power to act with the full authority of the Board and shall exercise general supervision of the affairs of Foundation, and in all events shall be authorized to address matters of a sensitive, confidential nature.”

“Form 990 is prepared by Deloitte Tax, LLP, working in conjuction with MUSICARES FOUNDATION INC.'S finance department. The draft of the Form 990 is reviewed by the organization's management. The initial draft of the Form 990 is then provided to MUSICARES FOUNDATION INC.'S finance committee for their review. Any comments resulting from their review are incorporated into the final filing of the Form 990.”

“The conflict of interest policy and questionnaire are presented to board members on an annual basis. The responses are maintained by the director of corporate contracts and corporate secretary of the Recording Academy. The conflict of interest policy is monitored and enforced by both the senior vice president and the chair of the board.”

“On a bi-annual basis, management prepares an analytical study of executive compensation that compares the compensation paid to executives in similar tax-exempt organizations of similar activities and size, using the amounts reported on the Form 990 for these similar organizations. The process is MANAGED by the Senior Vice President, with input from our independent public accounting firm. This study is then provided to the Organization's audit committee for review. The process to determine the Senior Vice President's compensation is the same, and it is overseen by The President and CEO of Musicares Foundation in consultation with the chair of the board. The President and CEO of Musicares Foundation is also the President and CEO of The National Academy of Recording Arts & Sciences, Inc. ("NARAS"), an affiliated but unrelated tax exempt organization for tax purposes. The president and CEO is paid entirely by NARAS and is subject to the compensation policies set forth for that tax exempt organization.”

“The financial statements are incorporated in form 990 that is made available to the public on guidestar.org. The organization makes its governing documents and conflict of interest policy available to the public upon request.”

“All of Neil Portnow's compensation is paid by NARAS, an affiliated exempt organization, for his services to them. His services to the MusiCares Foundation are as a volunteer and as such, he is not compensated by the MusiCares Foundation for any of his work as its President and CEO.”

“Section 1.263(a)-1(f) De Minimis Safe Harbor Election Taxpayer is making the de minimis safe harbor election under Treas. Reg. 1.263(a)-1(f) for all eligible amounts paid or incurred during the taxable year. Section 1.263(a)-3(n) Capitalization Election Taxpayer hereby elects to capitalize repair and maintenance costs under Treas. Reg. 1.263(a)-3(n). The costs were incurred during the taxable year in the electing taxpayer's trade or business and the electing taxpayer treats such costs as capital expenditures on its books and records.”