Received by NSD/FARA Registration Unit 06/03/2016 12:36:21 PM OMB No. 1124-0006; Expires April 30,2017 U.S. Department of Justice Washington, DC 20530 Exhibit A to Registration Statement Pursuant to the Foreign Agents Registration Act of 1938, as amended INSTRUCTIONS. Furnish this exhibit for EACH foreign principal listed in an initial statement and for EACH additional foreign principal acquired subsequently. The filing of this document requires the payment of a filing fee as set forth in Rule (d)(1). 28 C.F.R. § 5.5(d)(1). Compliance is accomplished by filing an electronic Exhibit A form at http://www, fara.gov. Privacy Act Statement. The filing of this document is required by the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 el seq., 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 filed 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: http://www.fara.gov. 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(c) 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 agentsregisteredunder the Act and the foreign principals theyrepresent.Thisreportis 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 .49 hours perresponse,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 Unh, 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. 2. Registration No. 1. Name and Address of Registrant McBee Strategic Consulting, LLC 455 Massachusetts Avenue, NW, 12th Floor Washington, DC 20001 3. Name of Foreign Principal Republic of Turkey (through Amsterdam & Partners LLP) 6297 4. Principal Address of Foreign Principal Embassy of Republic of Turkey in Washington, DC 2525 Massachusetts Avenue, NW Washington, DC 20008 S. Indicate whether your foreign principal is one of the following: B Government of a foreign country' • Foreign political party • Foreign or domestic organization: If either, check one of the following: • Partnership • Committee E3 Corporation • Voluntary group • Association • Other (specify) • Individual-State nationality 6. I f the foreign principal is a foreign government, state: a) Branch or agency represented by the registrant Executive Branch b) Name and title of official with whom registrant deals Honorable Serdar Kilic, Ambassador of the Republic of Turkey to the United States 7. I f the foreign principal is a foreign political party, state: a) Principal address b) Name and title of official with whom registrant deals c) Principal aim 1 "Government of a foreign country," as defined in Section 1(e) of the Act, includes any person or group of persons exercising sovereign de facto or de jure political jurisdiction over any country, other than the United States, or over any part of such country, and includes any subdivision of any such group and any group or agency to which such sovereign de facto or de jure authority or functions are directly or indirectly delegated. Such term shall include any faction or body of insurgents within a country assuming to exercise governmental authority whether such faction or body of insurgents has or has not been recognized by ihe United States. FORM NSD-3 Revised 03/14 Received by NSD/FARA Registration Unit 06/03/2016 12:36:21 PM Received by NSD/FARA Registration Unit 06/03/2016 12:36:21 PM 8. If the foreign principal is not aforeigngovernment or a foreign political party : a) State the nature of the business or activity of this foreign principal. b) Is this foreign principal: Supervised by a foreign government, foreign political party, or other foreign principal Owned by a foreign government, foreign political party, or other foreign principal Directed by a foreign government, foreign political party, or other foreign principal Controlled by a foreign government, foreign political party, or other foreign principal Financed by a foreign government, foreign politicalparty, or other foreign principal Subsidized in part by a foreign government, foreign political party, or other foreign principal Yes • Yes • Yes Q Yes • Yes • Yes D No No No No No No • • • • • • 9. Explain fully all items answered "Yes" in Item 8(b). (If additional space is needed, afull insert page must be used) 10. If 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. 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 A to the registration statement and that he/she is familiar with the contents thereof and that such contents are in their entirety true and accurate to the best of his/her knowledge and belief. Date of Exhibit A Name and Title Signature Received by NSD/FARA Registration Unit 06/03/2016 12:36:21 PM Received by NSD/FARA Registration Unit 06/03/2016 12:36:13 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 each written agreement and the terms and 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 of a foreign principal. Compliance is accomplished by filing an electronic Exhibit B form at http://www.fara.gov. Privacy Act Statement. Thefilingof this document is required for the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 el seq., for the purposes of registration under the Act and public disclosure. Provision ofthe information requested is mandatory, and failure to provide the 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 informat ional materials or other document or information filed 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: http://www.fara.gov. 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 rout inely made available to other agencies, departments and Congress pursuant to Section 6(c) of the Act. The Attorney General also transmits a semiannualreportto 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.gbv. 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 and reviewing the collection of information. Send commentsregardingthis 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 ofJustice, Washington, DC 20530; and to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503. 1. Name of Registrant 2. Registration No. McBee Strategic Consulting, LLC 6297 3. Name of Foreign Principal Republic of Turkey (through Amsterdam & Partners LLP) Check Appropriate Box: 4. H The agreement between the registrant and the above-named foreign principal is 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 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. • The agreement or understanding between theregistrantand the foreign principal is the result of neither a formal written contract nor an exchange of correspondence between the parties. I f this box is 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. McBee Strategic Consulting, LLC will provide media and communications strategy to the Republic of Turkey (through Amsterdam & Partners LLP). FORM NSD-4 Revised 03/14 Received by NSD/FARA Registration Unit 06/03/2016 12:36:13 PM Received by NSD/FARA Registration Unit 06/03/2016 12:36:13 PM 8. Describe fully the acti vities the registrant engages i n or proposes to engage in on behalf of the above foreign principal. McBee Strategic Consulting, LLC will assist with media relations and outreach strategy to the Republic of Turkey (through Amsterdam & Partners LLP). ?. Will the activities on behalf ofthe above foreign principal include political activities as defined in Section l(o) of the Act and in the footnote below? Yes SI No • lfyes, describe all such political activities indicating, among other things, the relations, interests or policies to be influenced together with the means to be employed to achieve this purpose. McBee Strategic Consulting, LLC will assist with media relations and outreach strategy to the Republic of Turkey (through Amsterdam 8t Partners LLP) for the purpose of enhancing the U.S. - Turkey bilateral relationship. 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 the contents thereof and that such contents are in their entirety true and accurate to the best of his/her knowledge and belief. Date of Exhibit B Name and Title Signal it Footnote: ''Pbtiticia.tetri^fWd^h^la Section 1(b) of the Act, meahsany activity which theperson engagjhgiin belie&rvrill, or that the person intends to, in any way influence any agency oroffieial of thi Government of the United States or ar^ section WUie public within the United States withreferenceto formulating, adbpiing, or changing the domestic or foreign policies of the United States or with reference to the political or public interests, policies, or relatioas ofa government of a foreign country or a foreign political party.. Received by NSD/FARA Registration Unit 06/03/2016 12:36:13 PM Received by NSD/FARA Registration Unit 06/03/2016 12:36:18 PM INDEPENDENT CONTRACTOR SERVICES AGREEMENT by and between > AMSTERDAM & PARTNERS LLP and MCBEE STRATEGIC CONSULTING, LLC (this "Agreement') is made by and between Amsterdam & Partners LLP ("A&P") and McBee Strategic Consulting, LLC, a Delaware limited liability company ("McBee Strategic!'), as of May 23, 2016. [ THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT 1. ENGAGEMENT OF SERVICES. A&P shall engage McBee Strategic to perform certain services on behalf of its client ("Client') the Republic of Turkey, as more fully described on Schedule A attached hereto. 2. COMPENSATION. a. RETAINER FEE. A&P will pay McBee Strategic, subject to paragraph 2,c below, a monthly retainer fee (the "Retainer Fee") as compensation for services rendered under this Agreement. The Retainer Fee shall be Twenty Thousand dollars ($20,000) per month. b. EXPENSES. A&P shall reimburse McBee Strategic for any reasonable and customary expenses incurred in connection with the performance of services under this Agreement, provided that McBee Strategic submits appropriate documentation ("Expenses"). c. PAYMENT. The Retainer Fee shall be payable within 30 days of the receipt of an invoice from McBee Strategic and after A&P has received payment from its client, the Republic of Turkey. 3. INDEPENDENT CONTRACTOR RELATIONSHIP. McBee Strategics relationship with A&P will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, attorney-client or employer-employee relationship. McBee Strategic is not engaged in the practice of law. McBee Strategic is not the agent of A&P and is not authorized to make any representation, contract, or commitment on behalf of A&P. 4. SECURITIES COMPLIANCE. During the course of its work for A&P and/or its other clients, McBee Strategic may be asked to solicit or may receive important information about publicly-traded companies or the markets, industries or regulatory environment in which these companies do business that has not yet been disclosed or been made available to the general public ("Non-public Information"). McBee Strategic is firmly 1 Received by NSD/FARA Registration Unit 06/03/2016 12:36:18 PM Received by NSD/FARA Registration Unit 06/03/2016 12:36:18 PM committed to complying with all insider-trading laws, arid as a result there will be information that it possesses from time to time that it will not disclose to A&P. In particular, it Will not disclose to A&P any Non-public Information in its possession if the source ofthe information is under a duty of confidentiality regarding that information or if a duty has otherwise been imposed upon McBee Strategic to keep such information confidential. In addition, McBee Strategic will not disclose to A&P any Non-public Information in its possession if, in McBee Strategics judgment, disclosing that information would or could result in a violation of applicable securities laws. 5. TERM. This Agreement shall remain in place from May 2-3, 2016 Until May 22, 2017 or until terminated by either A&P or McBee Strategic as provided for in this Agreement. This Agreement shall be renewable upon written consent of both A&P and McBee Strategic. 6. TERMINATION. 7. During the Term and for one (1) year following the Term, A&P shall not, directly or indirectly, (a) employ, or assist any other individual or entity in employing, any McBee Strategic Personnel, or (b) induce or solicit for employment or engagement, or assist any other individual or entity in inducing or soliciting for employment, any McBee Strategic Personnel. For the purposes of this Agreement, the term "McBee Strategic Personnel" refers to any individual who, in each case, is an employee or independent contractor of McBee Strategic at any time during the Term or at any time during the twelve (12) month period following the Term. 8. Any disputes concerning the performance of this Engagement shall be decided in binding arbitration in Washington, DG, and the parties consent to jurisdiction in that forum for such purpose. This letter agreement shall be governed and interpreted under the laws of Washington, DC, and the arbitration shall be conducted in accordance with the UNCITRAL Rules of Arbitration. Either A&P or McBee Strategic may terminate this Agreement at any time and without any breach upon thirty (30) days' prior written notice. NON-SOLICITATION OF PERSONNEL. ARBITRATION/CHOICE OF LAW/FORUM. [SIGNATURE PAGE FOLLOWS] 2 Received by NSD/FARA Registration Unit 06/03/2016 12:36:18 PM Received by NSD/FARA Registration Unit 06/03/2016 12:36:18 PM IN WITNESS WHEREOF, A&P and McBee Strategic have caused this Independent Contractor Services Agreement to be executed by their duly authorized representatives as ofthe date first set forth above. AMSTERDAM & PARTNERS LLP: MCBEE STRATEGIC CONSULTING, LLC: By: Name: Jessica Rihani Name: Andrew J. Durkovic Title: Chief Operating Officer Title: Partner Address: 455 Massachusetts Avenue, NW Address: The Homer Building th 12 Floor th 60113 Street, NW Washington, DC 20001 Eleventh Floor South Washington, DC 20005 3 Received by NSD/FARA Registration Unit 06/03/2016 12:36:18 PM Received by NSD/FARA Registration Unit 06/03/2016 12:36:18 PM SCHEDULE A to INDEPENDENT CONTRACTOR SERVICES AGREEMENT by and between AMSTERDAM & PARTNERS LLP and MCBEE STRATEGIC CONSULTING, LLC All capitalized terms used herein shall be deemed to have the meanings set forth in the Independent Contractor Services Agreement by and between Amsterdam & Partners LLP and McBee Strategic Consulting, LLC, dated as of May 23, 2016. Pursuant to the Agreement, McBee Strategic shall perform the following services for A&P: • Strategic public relations services on behalf of A&P's client, the Republic of Turkey. Received by NSD/FARA Registration Unit 06/03/2016 12:36:18 PM