Received by NSD/FARA Registration Unit 10/31/2014 3:28:17 PM OMB No. 1124-0004; Expires April 30,2017 u,s. Department of justice Washington, DC 20530 Exhibit B to Registration Statement Pursuant to the Foreign Agents Registration Act of 1938, as amended INSTRUCTIONS. A registrant must furnish as an Exhibit B copies of e^h written agreement and thetermsand conditions of each oral agreement with his foreign principal, including all modifications of such agreements, or, where no contract exists, a full statement of all the circumstances by reason of which the registrant is acting as an agent ofa foreign principal. Compliance is accomplished by filing an electronic Exhibit B form at http://ww.iara.gov. Privacy Act Statement Thefilingof this document is required for the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 et seq., for the purposes of registration under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide ate information is subject to the penalty and enforcement provisions established in Section 8 ofthe Act Every registration statement, short form registration statement, supplemental statement, exhibit, amendment, copy of iitformational materials or other document or mtbnnau'onfiledwith the Attorney General under mis Act is a public record open to public examination, inspection and copying during the posted business hours ofthe Registration Unit in Washington, DC. Statements are also available online at the Registration Unit's webpage: http://www.fara.gpv. One copy of every such document, other than informational materials, is automatically provided to the Secretary of State pursuant to Section 6(b) of the Act, and copies ofany and all documents areroutinelymade available to other agencies, departments and Congress pursuant to Section 6(c) ofthe Act The Attorney General also transmits a semi-annual report to Congress on the administration of the Act which lists the names of all agents registered under the Act and the foreign principals they represent This report is available to the public in print and online at- http://www.fara.gov. Public Reporting Burden. Public reporting burden for this collection of information is estimated to average .33 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing andreviewingthe collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to Chief, Registration Unit, Counterespionage Section, National Security Division, U.S. Department of Justice, Washington, DC 20530; and to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503. 1. Name of Registrant Capitol Counsel LLC 2. Registration No. 6253 3. Name of Foreign Principal Russian Direct Investment Fund (RDIF) Check Appropriate Box: 4. B Theagreement between the registrant and the above-named foreign p ^ checked, attach a copy of the contract to this exhibit Ifthisboxis 5. • There is no formal written contract between the registrant and the foreign principal. The agreement with the above-named foreign principal has resultedfroman exchange of correspondence. If this box is checked, attach a copy of all pertinent correspondence, including a copy of any initial proposal which has been adopted by reference in such correspondence. 6. • Theagreement or understanding between the registrant and the foreign principal is the result of neither a formal written contract nor an exchange of correspondence between the parties. If this box is checked, give a corrrplete description below of the ^ ^ . . ^ . p ^ m a i a m . o t ^ i ^ agreement or understanding, its duration, the fees and expenses, if any,tobe received. 7. Describefully the nature and method of performance of me above mdicatedagreem Written contract for Capitol Counsel LLC to provide government relations consulting services to the Russian Direct Investment Fund. FORM NSD-4 Revised 03/14 Received by NSD/FARA Registration Unit 10/31/2014 3:28:17 PM Received by NSD/FARA Registration Unit 10/31/2014 3:28:17 PM 8. Describefollythe activities the registrant engages in or proposes to engage in on behalf of the above foreign principal, Educate arid explain to U.S. Department of Treasury and U.S. policy-makers RDIPs role and relationship with United States partners and investors. Also, to provide accurate Information to the U.S. Department of Treasury regarding recent transactions made by RDIF. 9. Will the activities on behalf of the above foreign principal include political activities as defined in Section l(o) ofthe Act and in the footnote below? Yes H No • Ifyes, describe all such political activities indicating, among other tilings, the relations, interests or policies to be influenced together with the means to be employed to achieve this purpose. Communication with UJS. Department of Treasury officials, with U.S. policy-makers on Capitol Hill, and with Senate and House Committees of jurisdiction to gather Information regarding US. sanctions on Russian entities, as well as to educate and inform them of the role of the RDIF with United States partners and investors. EXECUTION In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of perjury that he/she has read the information set forth in this Exhibit B to the registration statement and that he/she is familiar with (he contentstiiereofand that such contents are in their entirety true and axxarate to the best of his/her knowledge and belief. Date of Exhibit B Name and Title Footnote: Political activity," as; defined in Section l(o) of the Act, means meant any activity which the pen any agency or official of the Government of the United States or any section of the public within eieiice to fmrnulssMi^ adopting, cr changing the domestic or foreign policies of the United Stales or wuhrefereraetothe pcMcaler public mteres^' or relations ofa govemrnettofararagncotmtryoratbm party. Received by NSD/FARA Registration Unit 10/31/2014 3:28:17 PM Received by NSD FARA Registration Unit 10 31/2014 3:28:17 PM Attachment to Exhibit B to Registration Statement Pursuant to the Foreign Agents Registration Act of 1938, as amended Capitol Counsel L L C Registration No. 6253 Copy of Signed Contract Received by NSD/FARA Registration Unit 10/3.1/2014 3:28:17 PM Received by NSD/FARA Registration Unit 10/31/2014 3:28:17 PM CAPITOL C O U N S E L L L C 2-FfcOOR 700 13™ STREET, NW WASHINGTON, D C 20005 (202) 861-3200 September 12, 2014 Kirill Dmitriev Chief Executive Officer Russian Direct Investment Fund CapitalC^ 1 Presnenskaya nab. Moscow, Russia 123317 Dear Kirill: On behalf of Capitol Counsel LLC ("Capitol Counsel"), I am pleased to submit this proposal to youforrepresentation ofthe Russian Direct Investment Fund ("RDIF") in the United States. We very much appreciate your consideration. The Russian Direct Investment Fund ia a fund established to make equity investment primarily in Russia. The fund was created in 2011 by the Russian government and is managed by a highly qualified and internationally respected team of private investment professionals with broad international and Russian experience. RDIF is committed to international best practices, transparency, corporate governance in the operation of the fund. ROD? acts as a co-investor or partner, always as a inmority stakeholder, with leading iiitenmtional businesses and eoverei^ wealth funds. Co-investors perform joint due diligence with RDIF in evaluating opportunities and make independent investment decisions. Recent press articles have significantly misstated the role and function of RDIF. To help address this concern, Capital Counsel proposes to assist the RDIF in correcting the press reports by working with the US investors and the international investment communityto educate the Administration and major policy makers as to the role of RDIF and its relationship with US business and investors. In consideration of such services by Capitol Counsel, we propose a monthly retainer of $46,000fora minimum period of two months. This agreement will be effective September 3,2014. Therefbre, a retainer of $90,000 will be wired to Capitol Counsel's account withinfivebusiness days upon acceptance of this proposal by RDIF, and Received by NSD/FARA Registration Unit 10/31/2014 3:28:17 PM Received by NSD/FARA Registration Unit 10/31/2014 3:28:17 PM starting with the third month will be paid on a monthly basis no later than the same day of each relevant month as the day of acceptance by RDIF of this proposal. RDIF will reimburse Capitol Counselforreasonable out-of-pocket expenses for out-of-town travel approved by RDIF in advance. Capitol Counsel does not bill separately for overhead costs. Either party can terminate with 10-day written notice. In case such termination takes effect earlier than a month's end, Capitol Counsel shall reimburse to RDIF withinfivebusiness days of suchterminationa proportionate remainder of that month's retainer (save for that no part ofthe originally paid $90,000 retainer shall be so reimbursable). We greatly appreciate the opportunity to submit this proposal for your consideration and stand ready to answer any questions you may have. If the terms of this proposal are acceptable, please sigh and date below, return one copy to our office and retain one signed copy for your files. erely, ohjoD. Rafia Capitol Counsel Accepted and Agreed: j&j .: • - , KiriUDmitriev, Chief Executive Officer Russian Direct Investment Fund . Date Received by NSD/FARA Registration Unit 10/31/2014 3:28:17 PM