Received by NSD/FARA Registration Unit .04/21/2016 4:51:55 PM ^ OMB No. 1124-0006; Expires April 30,2017 Exhibit A to Registration Statement Pursuant to the Foreign Agents Registration Act of 1938, as amended UJS. Department of Justice Washington, DC 20530 INSTRUCTIONS. Furnish this exhibit for EACH foreign principal listed in an initial statement and for EACH additional foreign principal acquired subsequently. Thefilingof this document requires the payment of afilingfee as set forth in Rule (d)(1), 28 C.F.R. § 5.5(dXD- Compliance is accomplished byfilingan electronic Exhibit A form at http://w^w 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 et seq., for tic purposes of registration under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide this informatics! 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 materialsOTother document or information filed with the Attorney General under mis 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, outer 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 a&nirnstration 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://\vwwfara.gov. r Public Reporting Burden. Public reporting burden for this collection of information is estimated to average .49 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and marintflining the data needed, and completing and reviewing the collection of information. Send commentsregardingtinsburden estimate or any other aspect of this collection of iiilormatioa, 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 oflnformation and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503. 2. Registration No. 1. Name and Address of Registrant Jim Arnold 3. Name of Foreign Principal Amsterdam & Partners LLP on behalf of the Republic ofTurkey £3^ 4 . Principal Address of Foreign Principal Embassy of Republic of Turkey In Washington, DC 2525 Massachusetts Avenue, NW Washington, DC 20008 Indicate whether your foreign principal is one of the following: Government of a foreign country • Foreign political party • Foreign or domestic organization: If either, check one of the following: n Partnership f j Committee Q Corporation _ Voluntary group O Association _ Other (specify) • Individual-State nationality 1 6. If the foreign principal is a foreign government, state: a) Branch or agency represented by the registrant Embassy of Republic of Turkey in Washington, DC b) Name and title of official with whom registrant deals Ambassador Serdar Klllc 7. I f the foreign principal is a foreign political party, state: a) ~ Principal address N/A b) Name and title of official with whom registrant deals N/A c) Principal aim N/A 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 objure pohtkal 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 soch 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 awiming to exercise governmental authority whether such faction or body of insurgents has or has not been recognized by the United States. FORM NSD-3 Received by NSD/FARA Registration Unit 04/21/2016 4:51:55 PM VMWH Received by NSD/FARA Registration Unit 04/21 /2016 4:51:55 PM 8. If the foreign principal is not a foreign government or a foreign political party: a) State the nature of the business or activity of this foreign principal . N/A 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^ foragn pditical party, or omer foreign prind Subsidized in part by a foreign government, foreign political party, or other foreign principal Yes • Yes • Yes • Yes • Yes • Yes • No No No No No No • • • • • • 9. Explain fully all items answered "Yes" in Item 8(b). (Ifadditional space is needed, afull insert page must be used) N/A 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, N/A 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 AJ^Rs/ / Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM Mr. Jim Arnold April 7, 2016 Page 4 ADDITIONAL TERMS AND CONDITION NON-DISCLOSURE 1. In connection with your work for Amsterdam & Partners LLP pursuant to the Engagement Letter Agreement attached hereto (the "Agreement"), Contractor agrees to limit disclosure of information provided to Contractor, its principals, agents and/or employees by the Firm, its co-counsel, experts* clients, or any other person working on behalf of the Firm's clients (the "Information"), as follows: a. Disclosure. In consideration of the Agreement (Purpose), Contractor will keep the Information confidential. Accordingly, Contractor shall not, without our prior written consent, either: i. communicate or otherwise make available the Information or any part of it to any third party; or li, use the Information or any part of it for any purpose other than the Purpose. b. Subject to the provisions above, Contractor may disclose the Information only to the minimum extent required by: i. any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; or ii. the laws or regulations of any country with jurisdiction over your affairs, c. The obligations set out in paragraph 1 shall not apply, or shall cease to apply, to such of the Information as Contractor can show to the Firm's reasonable satisfaction: i. has become public knowledge other than through disclosure by Contractor in breach Of this agreement; or ii. was already known to Contractor prior to disclosure by the Firm; or iii. has been received by Contractor from a third party who did not to your knowledge acquire it in confidence from us or from someone owing a duty of confidence to the Firm's client in question, d. Contractor shall, whenever the Firm or its client so request, return to the Firm all documents and other records of the Information or any of it in any form, and Contractor shall destroy all electronic copies thereof and confirm to the Firm that this has been done. e. Contractor shall promptly notify the Firm about any subpoenas or governmental orders or decrees which would require Contractor, its principals, agents and/or employees to reveal any privileged communication or information pertaining to the Matter. Contractor shall not voluntarily Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM Mr, Jim Arnold April 7,2016 PageS comply with any such subpoena or government order or decree unless authorized by the Firm in writing to do so. FOREIGN CORRUPT PRACTICES ACT/BRIBERY ACT/EXPORT CONTROL LAWS 2. In addition to other representations, warranties and covenants made by Contractor in other provisions of this Agreement, Contractor does hereby represent, warrant and covenant that a. No owner, shareholder (direct or beneficial), officer, director, employee, agent third parry representative, subcontractor, contractor or other individual with any direct or indirect beneficial interest in Contractor or Contractor's payments under this Agreement, or any immediate family relation of any such person (collectively, "Interested Persons"), is a foreign Public Official or Entity. A "Public Official or Entity" means: i. an officer, employee, agent, contractor or representative of any government or military, including but not limited to, a customs official; ii. any department, agency, corporate entity, instrumentality or political subdivision of any government or military; iii. any person or commercial entity acting in an official capacity for or on behalf of any government or military; iv. any candidateforpolitical office, any political party or any official of a political party; or V. any officer^ employee, agent contractor or representative of any public international organization, including but not limited to, the United Nations and World Bank. b. Contractor shall notify the Firm immediately if it learns at any time during the term of this Agreement that: i. an Interested Person becomes a foreign Public Official or Entity; or ii. a foreign Public Official or Entity acquires an ownership, voting or economic interest in Contractor or a legal or beneficial interest in Contractor's payments under this Agreement e. To Contractor's knowledge, no Interested Person is listed in the following: i. List of Specially Designated Nationals & Blocked Persons, Office of Foreign Assets Control, U.S. Treasury Department; ii. List of Debarred Parties, Directorate of Defense Trade Controls, U.S. State Department; iii. Denied Persons List, Bureau of Industry and Security, U.S. Department of Commerce; iv. Entity List Bureau of Industry and Security, U.S. Department of Commerce; or Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM Mr. Jim Arnold April 7,2016 Page 6 v. Unverified List, Bureau of Industry and Security, U.S. Department of Commerce (collectively, the "Lists"). dv Contractor shall notify the Firm immediately if, during the term of this Agreement, it learns that: i. any Interested Person appears in the Lists; or ii. any person included in the Lists acquires a legal or beneficial interest in Contractor or in Contractor's payments to be received under this Agreement e. Contractor acknowledges and confirms its understanding of the Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-l, et seq.) as amended (the "FCPA"). f. Contractor shall comply with Anti-Corruption Laws (defined below) and shall not cause the Firm; its subsidiaries or affiliates (collectively, "Affiliates") to be in violation of any Anti-Corruption Law. "Anti-Corruption Laws" mean collectively: i. the FCPA; ii. any applicable legislation or regulation implementing the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions; and iii. all other applicable laws, regulations, orders, judicial decisions, conventions and international financial institution rules regarding domestic or international corruption, bribery, ethical business conduct money laundering political contributions, gifts and gratuities, or lawful expenses to public officials and private persons, agency relationships, commissions, lobbying books and records, and financial controls. g. There have been no accusations, allegations, claims, investigations, informal inquiries, indictments, prosecutions, charges, or other enforcement actions against Contractor relating to bribery, corruption, money laundering, fraud, obstruction of justice, racketeering or any other legal or ethical violation. Contractor and, to its knowledge, its employees, directors, owners, contractors, and agents have never violated any Anti-Corruption Law or caused any other party to be in violation of any Anti-Corruption Law. h. Contractor and its owners, directors, officers, agents, employees, and contractors will not, directly or indirectly through third parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value, to a Public Official or Entity for purposes of corruptly obtaining or retaining business for Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM Mr. Jim Arnold April 7,2016 Page? or with, or directing business to, any person, including without limitation, the Firm or its Affiliates, by: il ii. iii. iv. i. influencing any official act, decision or omission of such Public Official or Entity; inducing such Public Official or Entity to do or omit to do any act in violation of the lawful duty of such Public Official or Entity; securing any improper advantage; or inducing such Public Official or Entity to affect or influence any act or decision of another Public Official or Entity. Contractor shall ensure that no part of any payment, compensation, reimbursement or fee paid by the Firm to Contractor pursuant to this Agreement or otherwise will be used directly or indirectly as a corrupt payment, gratuity, emolument, bribe, kickback or other improper benefit to a Public Official or Entity. 3. Contractor shall not cause the Firm or its Affiliates to be in violation of any Export Control Law. "Export Control Laws" mean all U.S. or other laws and regulations relating to the export or re-export of commodities, technologies, or services, including but not limited to, the Export Administration Act of 1979, 24 U.S.C. §§ 2401-2420, the International Emergency Economic Powers Act, 50 U.S.C. §§ 17011706, the Trading with the Enemy Act, 50 U.S.C. §§ 1 et seq.; the Arms Export Control Act, 22 U.S.C. §§ 2778, 2779; the International Traffic in Arms Regulations (ITAR), 22 C.F.R. 120 et seq.; and the International Boycott Provisions of Section 999 of the U.S. Internal Revenue Code of 1986. 4. If Contractor has information or believes that there may be a violation of any AntiCorruption Law or Export Control Law in connection with the performance of this Agreement or the work performed for the Firm, Contractor shall immediately notify the Firm of such knowledge or suspicion. 5. Contractor has in good faith provided to the Firm and/or its representatives, legal counsel, and advisors all documents and information of the character and type requested by the Firm in writing in the course of its due diiigence review of Contractor and, to Contractor's knowledge, there are no documents or information of a character or type described in such request which have not been so provided by Contractor. Contractor shall answer in reasonable detail any questionnaire or other written or oral communications from the Firm or its outside auditors or legal counsel, to the extent same pertains to compliance with the above representations and warranties concerning Anti-Corruption Laws and Export Control Laws. Contractor shall provide to Company and/or its representatives and advisors all supporting documents requested by Company pertaining to any expenses incurred, products provided, and/or services performed by Contractor and its agents Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM Mr. Jim Arnold April 7, 2016 Page 8 pursuant to the Agreement to ensure compliance with the FCPA. Contractor understands and acknowledges that, notwithstanding any other provision contained herein, none of the Firm or any of its Affiliates shall be obligated to reimburse any expense incurred or pay for any service performed by Contractor or any of its agents if, in the Firm's reasonable opinion: Contractor has failed to provide adequate documentation or information regarding an expense or service, or (ii) an expense reimbursement or service payment would cause the Firm or any of its Affiliates to be in violation of the FCPA or any other applicable law. 6. Contractor agrees to indemnify the Firm in accordance with the terms of the Agreement for any damages incurred by the Firm or its Affiliates as a result of any violation of the FCPA, any other Anti-Corruption Law, or Export Control Law by Contractor or by any owner, director, officer, employee, contractor, Subcontractor (defined below), or agent of Contractor which occurs in the course of their services to the Firm under this Agreement 7. Unless otherwise expressed herein, Contractor shall not utilize or employ any third party, individual or entity, including, but not limited to, customs brokers, (a "Subcontractor"), in connection with Contractor's performance of services under this Agreement without the express prior written approval of the Firm. 8. Contractor shall reasonably cooperate with the Firm in regard to any matter, dispute or controversy related to this Agreement generally and compliance with Anti-Corruption Laws specifically which the Firm may become involved and of which the Contractor may have knowledge. Such obligation shall continue after the expiration or termination of this Agreement to the extent permissible under applicable law. 9. Notwithstanding any other provision of this Agreement the Firm's obligation to pay Contractor the compensation specified herein shall be expressly subject to and contingent upon such payments not being prohibited by the laws, rules, regulations, and express public policies of the territory in which the Contractor is working or of the United States, as currently existing or as may hereafter be enacted. 10. Contractor consents to the written disclosure by the Firm of the contents of this Agreement, including those provisions setting forth Contractor's compensation, to any governmental entity or person. 11. If the Firm approves the employment or utilization of any Subcontractor in connection with Contractor's performance of services under this Agreement Contractor shall incorporate the obligations of this Agreement with respect to AntiCorruption Laws and Export Control Laws, including but not limited to, the foregoing representations and warranties, into its respective subcontracts, Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM Mr. Jim Arnold April 7, 2016 Page 9 agreements and purchase orders with such Subcontractor (the "Sub-Contract") (a copy of which is to be submitted to the Firm upon request). ^ 12. Notwithstanding any other provision of this Agreement, to the extent permitted by applicable law, this Agreement, and any purchase order entered into by the Parties pursuant to this Agreement, shall terminate immediately and without notice and shall become null and void without effect, or further liability or obligation on the part of the Firm if Contractor or any of its Subcontractors violates any representation, warranty or covenant in this Agreement or in a Sub-Contract relating to compliance with Anti-Corruption Laws or Export Control Laws or if the Firm has a reasonable belief that such a Violation has occurred; and in either case all payments, if any, made by the Firm to Contractor shall be immediately refunded and no further amounts shall be due to Contractor. Received by NSD/FARA Registration Unit 04/21/2016 4:51:50 PM