Document Metadata REGISTRATION NUMBER=5931 REGISTRANT NAME=Venable, LLP ALIAS=N/A SUPPLEMENTAL END DATE=N/A DOING BUSINESS AS=N/A DOCUMENT TYPE=Exhibit AB SHORT FORM NAME=N/A SHORT FORM REGISTRATION DATE=N/A SHORT FORM STATUS=N/A SHORT FORM TERMINATION DATE=N/A FOREIGN PRINCIPAL NAME=Gazprom Export through Ketchum, Inc. FOREIGN PRINCIPAL COUNTRY=RUSSIA FP STATUS=Active FP REGISTRATION DATE=2010-06-21 FP TERMINATION DATE=N/A REGISTRANT STATUS=Active REGISTRATION DATE=2009-04-17 REGISTRANT TERMINATION DATE=N/A DATE STAMPED=2010-06-21 The Department of Justice recognizes that some of the Foreign Agent Registration Act (FARA) documents are in some cases not in an accessible format. If you have a disability and the format of any material on the site interferes with your ability to access some information, please email the Department of Justice at fara.public@usdoj.gov. To enable us to respond in a manner that will be of most help to you, please indicate the nature of the accessibility problem, your preferred format (electronic format (ASCII, etc.), standard print, large print, etc.), key information regarding the information you are requesting. 8 lfthe foreign principal is not a foreign government we foreign political party, a) State the nature of the business or activity of this foreign prinCipal Gazprom Export is a producer and exporter of natural gas b) Is this foreign principal SuperVised by a foreign government, foreign political party, or other foreign prinmpal Yes l:l N0 Owned by a foreign government, foreign political party, or other foreign prinCipal . Yes No Directed by a foreign government, foreign political party, or other foreign Yes No Controlled by a foreign government, foreign political party, or other foreign principal Yes El No Financed by a foreign government, foreign political party, or other foreign principal . Yes No . Yes No SubSidized in part by a foreign government, foreign political party, or other foreign prineipal (If additional space is needed, a full insert page must be used) 9 Explain fully all items answered "Yes in Item 8(b) The Russran Federation owns approximately 50.01% of Gazprom stock I: :3 a, ?m ?it 1?11 is.) ?ii- 3'the foreign principal is an organization and' is not owned or controlled by a foreign government, foreign political party or other foreign principal, state who owns and controls it. Date of Exhibit A Name and Title Michael Ferrell, Partner 6/21/10. US. Department of Justice . Exhibit I - 0MB Washington, DC 20530 To Registration Statement Pursuant to the Foreign Agents Registration Act of 1938, as amended INSTRUCTIONS: A registrant must furnish as an Exhibit Copies of each written agreement and the terms and conditions of each oral agreement with his foreign principal, including all modi?cations 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 of a foreign principal One original and two? legible photocopies of this form shall be ?led for each foreign principal named 1n the registration statement and must be signed by or on behalf of the registrant. Privacy Act Statement. The ?ling of this document is required by the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. 611 etseq., for the purposes of registration under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide this information is subject to the penalty and enforcement provisions established in 'Section 8 of the Act. Every registration statement, short form registration statement, supplemental statement, exhibit, amendment, copy of informational materials or other document or information ?led with the Attorney General under this Act is a public record open to public examination, inspection and copying during the posted business hours of the Registration Unit in Washington, DC. Statements are also available online at the Registration Unit's webpage: 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 of any and all documents are routinely made available to other . agencies, departments and Congress pursuant to Section 6(0) of the 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: . Public Reporting Burden. Public reporting burden for this collection of information 15 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 and reviewing the: 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 Justlce Washington, DC 20530; and to the Of?ce of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503. t" f; i. Name of Registrant 2. Registration No. ,j-g Ven?able LLP 5931 135; 3. Name of Foreign Principal :Zi .4 Gazprom Export Check Appropriate Boxes: 4. I The agreement between the registrant and the above-named foreign principal' 1s a formal written contract. if this box IS checked, attach a copy of the contract to this exhibit. 5. There is no formal written contract between the registrant and the foreign principal. The agreement with the above named foreign principal has resulted from an exchange of correspondence. If this box 13 checked, attach a copy of all pertinent correspondence, including a copy of any initial proposal which has been adopted by reference' 1n such correspondence. 6. The agreement 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 13 checked, give a complete description below of the terms and conditions of the oral agreement or understanding, its duration, the fees and expenses, if any, to be received. 7. Describe fully the nature and method of performance of the above indicated agreement or understanding The Registrant as a subcontractor to Ketchum, Inc. will provide advice counsel and render federal government relations services, with an emphasis on energy policy. I Formerly I . SEPTEMBER 2007 8 DescrIbe fully the activities the registrant engages in or proposes to engage in on behalf of the above foreign prIneIpal counsel and render will provide advice, Work may include, The Registrant, as a subcontractor to Ketchum, Inc., federal government relations services, with an emphasis on energy policy but not be limited to, meeting with federal government officials in both the Executive and covering relevant Congressional hearings, and tracking relevant Legislative Branches, legislation and federal regulation and related developments 9 Will the actIVItIes on behalf of the above foreign principal include political activities as defined In Section 1(0) of the Act and the footnote below? Yes i No El If yes descrIbe all such political activities indicating, among other things, the relations, interests or polICIes to be In?uenced together With cOunsel and render 'will provide advice, Work may include, The Registrant, as a subcontractor to Ketchum, lnc., federal government relations services, with an emphasis on energy policy. but not be limited to, meeting with federal government officials in both the Executive and covering relevant Congressional hearings, and tracking relevant Legislative Branches, legislation and federal regulation and related developments initiating .Date of Exhibit Name and Title . - Sign Michael Ferrell, Partner I i Mi 6/21/10 Footnote: Political activity as de?ned In Section 1(0) (if the Act means any activity which the person engagingv in believes will, or that the pets] intends to, in any way in?uence any agency or of?cial of the Government of the United States or any section of the public within the United States with reference to formulating, adopting, or changing the domestic or foreign policies ofthe United States or with reference to the political or public interests policies, or relations ofa government ofa foreign country or a foreign political PNW- lie. - 3 i . 57539112er -LLP 12023444000 2? ll ll 3 June 21, 2010 tel/s i till? Gilli Ms. Kathy Jeavons Ketchum 2000 St., N.W., Suite 300 Washington, DC. 20036 .llil? warmers LS =i1 lid Re: Ketch um/Gagyrom Ex?g" art Dear Ms. Jeavons: We are pleased that youhave selected Venable to assist Ketchum in its representation of Gazprom Export. As you have described it to us, Venable will be a subcontractor to Ketchum in this regard. The purpose of this letter is to con?rm our engagement and to provide you with certain information concerning our fees, billing and collection policies, and other terms that will govern our relationship. Although we do not wish to be overly formal in our relationship with you, we have found it a helpful practice to con?rm with our clients the nature and terms of our representation. My understanding is that our representation in this matter involves government relations, with an emphasis on energy policy. I will be the responsible partner in charge of this matter. Venable will bill Ketchum aretainer-of $28,000 per month, effective June 1, 20l0. General of?ce expenses photoCopies, local travel in D.C., couriers, postage and phone charges) and other expenses under $100 will be cOvered under the retainer. Expenses $100 or over will be approved in advance by Ketchum and billed in addition to the retainer, bot it is not expected for there to be any such charges unless travel is required I have attached for your review and reference a statement of Venable?s billing and engagement policies. Please review these policies with care and let me know if you have any questions. These policies will govern and control our billing and engagement relationship. Our practice is to bill on services performed in the previous month, including charges incurred on your behalf. We request and expectpayment on receipt of the statement. - You acknowledge that in connection with our work on this matter, we may correspond or convey documentation via Internet e?mail unless you expressly request otherwise and that neither you nor Venable has control over the performance, reliability, availability, or security of Internet e-mail. Ms. Kathy Jeavons June 2] 2010 Page 2 I trust that the foregoing arrangement is acceptable to you. If not, please contact me immediately so that we may discuss any particular questions or concerns you may have about this arrangement. Venable encourages candid discussion about fees and invoices. Again, thank you for selectin on this matter. Venable. We very much look forward to working with you Very truly yours, William R. Nordwind x. ?1123 - {2'7 we! :0 92. cf STATEMENTOF BILLING AND ENGAGEMENT POLICIES CONFLICTS 0F INTEREST INSURANCE LEGAL SERVICE FEES Venable is a large ?rm with of?ces 1n the District of Columbia, New - - York, California, Maryland, and Virginia, and we represent many other companies and individuamls We also represent various governmental entitiesincluding the U.S. Department of the Treasury. Our work for Treasury involves certain aspects of the Troubled Asset Recovery Program but not the Internal Revenue Service (which 18 part. of Treasury). We also represent the State of Maryland and the District of . Columbia plus Baltimore and other Maryland counties and variOus other federal agencies and departments. It is possible that during the time we are representing you, some of our present or future clients will be engaged in transactions, or encounter disputes, with you. You agree that we may continue to represent, and may undertake in the future to represent, existing or new clients in any matter, including litigation, that is not substantially related to our work for you even if the interests of such clients in those matters are directly adverse to you. We agree, however, that in any instance where, as a result of our. representation of you, we have obtained proprietary or other con?dential information of a non-public nature that,if known by such other client, could be used in such other matter to your material disadvantage, we will, as appropriate, construct a ?rewall to prevent Venable lawyers representing the other client' In such. other matter from learning that information. You should. understand that, where the scope of our representation involves or may involve a claim or potential claim against you, you may have an insurance policy that may provide coverage of some sort for the claim or potential claim. Insurance companies .are offering a Wide variety of insurance products, and we urge you to consult with your insurance representative (or carrier), risk manager, or other appropriate persons about the potential for insurance coverage for any claim or 7 potential claim. Unless you Speci?cally request our advice and provide us with a copy of the policy, we assume no obligation to advise you with respect to insurance coverage for any claim or potential claim within the scope of our representation of you. Our policy IS to bill based on services performed in the. previous month, including expenses incurred on your behalf. Venable 3 Finance Committee must approve any changes in the billing arrangements and policies set forth in this Statement and the accompanying engagement letter - EXPENSES EXPERTS SCOPE OF . ENGAGEMENT ESCROW ACCOUNT ENABLE I charges billed to you would include such items as commercial messenger deliveries, postage, ?ling fees, transcripts, outside copying or document management, printing coSts, travel, and related expenses such as meals and lodging. If we are required to work under emergency circumstances requiring staff overtime, our? practice is to bill for such overtime. Your invoices Will also re?ect charges for additional expenditures made ?on your behalf, such as long distance and car phone telephone calls, reproduction and out-bound faxes. There will be no charge for local telephone calls, in?bound faxes and faxes between Venable of?ces. The standard charges for these services are listed below: Service Current Charge I, Photoc0pies . $0.20/page Long distance telephone calls Rate Table Mobile phone calls Actual charge Out-bound faxes $2/page . . Computerized legal research The charge is fermulated to - allow Venable to recover thedirect operating costs of the computerized legal research system, and to ensure that the client receives the maximum economic bene?t provided by the vendors. Out?of?pocket charges in excess of $1000 will be sent directly to you for payment or, if you prefer, we can establish a separate expense retainer that will be held in an escrow account to be applied against these expenses. We will engage expert consultants and witnesses (in your behalf, 'but you will be'responsible for paying. their costs and expenses directly to them. These experts and consultants will bill you separately. our engagement and the services that we will provide to you are limited to the matter identi?ed in the accompanying letter. Any changes in the scope of our representation as described in this letter must be approved in writing. If we receive advanced funds belonging to you that, in our best judgment, are large enough to earn a. material amount of interest, we will discuss investment options with you. If in our best judgment the PAYMENT TERMINATION RECORDS AND FILES funds are not large enough or are not to be held long enough to earn at least $50 interest, we will place these funds in a pooled trust account, pursuant to local rules, the interest on which is payable to a charitable organization. Payment is due on receipt and, except as expressly agreed to otherwise, is not contingent or dependent on the outcome of the engagement, such as prevailing in a lawsuit or concluding a transaction. If an invoice remains unpaid after thirty (30) days, we will assess a carrying-charge of ?fteen percent per annum (1.25% month) on the unpaid balanCe that will be added?to the invoice. We reserve the right to end our work on this matter and any other matters for which we may be simultaneously engaged, and to withdraw from the representation, on proper notice if we do not receive payment in full within sixty,(60) days from the date of the invoice. if you have any special policies with respect to information you want to have included in our invoices, please advise us Please review our invoices when you receive them so that any questions you may have are raised in a timely fashion. Either of us may terminate the engagement at any time for any reason by written notice, subject on our part to our professional obligations to you under applicable rules of professional conduct. Unless previously terminated, our representation of you will terminate on our sending you our ?nal statement 'for services rendered in this matter. Unless you engage us after termination of this matter, we will have no continuing obligation to advise you with reSpect to future legal developments, such as changes in the applicable laws or regulations, that could have an effect on your future rights and liabilities; Following the conclusion of our representation, we will keep con?dential any'non?public information you have supplied to us that we retain in accordance with applicable rules of professional conduct. At your request, We will return your papers and property to you on receipt of payment for outstanding fees and costs. The ?rm will. retain its own ?les pertaining to the matter in accordance with the firm?s records retention program. For various reasons, including, the minimization, of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any such document or other materials after a reasonable time and without further notice after the termination of the engagement. 85 =i7 laid it? itiif