Received by NSD/FARA Registration Unit 01/12/2017 2:04:12 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 al l 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
hHp://\v\v\v.fara.gov.
Privacy Act Statement. The filing of this document is required for the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 seq.,
for the purposes of registration under the Act and public disclosure. Provision of the 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 informational materials or other document or information filed with the
Attorney General tinder 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;Z/w.ww:,l;ini.go\ . 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 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 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 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.
6328

3 . Name of Foreign Principal
Republic ofTurkey
(through Greenberg Traurig LLP)
Check Appropriate Box:
4. lx) 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. I f 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 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 complete description below of
the terms and conditions of the oral agreement or understanding, its duration, the fees and expenses, if any, to he received.

7. Describe fully the nature and method of performance of the above indicated agreement or understanding.
Registrant is a subcontractor of Greenberg Traurig LLP. There is no formal written contact between the Registrant and the
foreign principal. See attached Services Agreement, signed by the Registrant and Greenberg Traurig LLP.

FORM NSD-4
Revised 03/14

 Received by NSD/FARA Registration Unit 01/12/2017 2:04:12PM
8; Describe fully the activities the registrant engages in or proposes to engage in on behalf of the above foreign principal.
Refer to the attached Services Agreement.

9. Will the activities on behalf of the above foreign principal include political activities as defined in Section l(o) of the Act and in
the footnote below? Yes H
No •
If yes, 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.
Refer to the attached Services Agreement.

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
January 12,2017

Name and Title
Jim McCrery, Partner

Signature
Isl Jim McCrery, Partner

eSigned

Footnote: "Political activity," as defined in Section 1(6) of the Act, means any activity which the person engaging in believes will, or that the person intends to, in any way influence
any agency of official of the Government of the United States or any section of the public within the Unjted States with reference to formulating, adopting, or changing the
domestic or foreign policies of the United States or with reference to the political or public interests, policies, or relations of a government of a foreign country or a foreign political
party-

 Received by NSD/FARA Registration Unit 01/12/2017 2:04:12 PM

GreenbergTraurig
January 1,2017

The Honorable Jim McCrery
Capitol Counsel LLC
700 13th Street, NW, 2 Floor
Washington, DC 20005
nd

Dear Congressman McCrery:
Greenberg Traurig LLP ("Greenberg") has been engaged by the Government of the
Republic of Turkey ("Turkey") to provide, as an independent contractor, lobbying and
government relations services to Turkey, in accordance with the provisions of an agreement
between Turkey and Greenberg ("Services Agreement"). An executed copy of the Services
Agreement is attached as Appendix 1. The provisions of the Services Agreement are
incorporated herein and made a part hereof.
With this agreement, Greenberg is engaging Capitol Counsel LLC ("Capitol
Counsel") to provide, as a subcontractor to Greenberg, certain of the services that are to be
provided by Greenberg to Turkey in accordance with the provisions of the Services
Agreement. The services to be provided by Capitol Counsel consist of the services identified
and described in Appendix 2 and such other services as Greenberg and you may agree from
time to time.
The term of Capitol Counsel's engagement as a subcontractor is January 1,2017 until
December 31,2017. The engagement may be terminated by Greenberg or by you at any time
by notice delivered to the other 14 days in advance of the effective date of termination.
As compensation for the services rendered by Capitol Counsel during the period of
your engagement, Greenberg will pay Capitol Counsel an annual total of $432,000.00,
payable quarterly in four equal installments as specified in the attached Services Agreement.
The amount of the fees payable to Capitol Counsel in or for any month in which the
termination of the engagement occurs will be prorated on the basis of the number of days in
that month prior to the effective date of termination.
Greenberg and Turkey, in accordance with the provisions of the Services Agreement,
have agreed the amounts due as fees for services performed by Greenberg and by Capitol
Counsel as a subcontractor to Greenberg will be paid to Greenberg by Turkey in four
installments. Capitol Counsel agrees that the obligation of Greenberg to make quarterly
payments is contingent upon the receipt of paymentfromTurkey. The fees due Capitol
Counsel as compensation for the services rendered in each period or portion thereof will be
paid to you by Greenberg not more than ten days after the receipt by Greenberg from Turkey
of the amount due as fees for services rendered by Greenberg and by you in that period.
mmm&wm&mp'* ATTORNEYS AT. ustrn ••WWW.GUAW.COM-.
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24011 Street N«"» Suite 1000 «• -Washington. Q.C20Q37--O Tel 202:331:3100 * fax 2O2331;3!01
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 Received by NSD/FARA Registration Unit 01 /12/20 i 7 2:04:12 PM

Unless and except as Greenberg and Capitol Counsel otherwise agree, all costs and
expenses incurred by you in the performance of the services to be provided by you in the
period of your engagement will be borne and paid by you.
The relationship between Greenberg and you will be that of independent contractor
and not that of partners, joint venturers, principal and agent or otherwise. Without the prior
consent of the other, neither will be authorized to bind or obligate the other or, except as
provided herein and in the Services Agreement, to act for or on behalf of the other.
Capitol Counsel has represented to Greenberg that Capitol Counsel's engagement by
Greenberg, and the performance of the services to be rendered by Capitol Counsel as a
subcontractor, do not and will not constitute a default or breach of the provisions of any
agreement or contract between Capitol Counsel and any other person or a violation of any
fiduciary or other obligation or duty of Capitol Counsel to any other person.
In the event of any dispute arising under or related to this agreement, Capitol Counsel
and Greenberg Traurig agree to submit the Matter to a single arbitrator in Washington, DC
selected by the two parties, and if no agreement can be reached then an arbitrator selected by
the American Arbitration Association ("AAA"). The arbitration is to be conducted in
accordance with Commercial Arbitration Rules of the AAA, using the law of the District of
Columbia (other than its conflict laws), and judgment on the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. The parties agree that arbitration
under this paragraph shall provide the exclusive means for resolving any dispute arising
under or relating to this agreement, including the services performed thereunder.
Capitol Counsel agrees to comply with and to be bound by all of the provisions of the
Services Agreement that arc applicable to Capitol Counsel as a subcontractor to Greenberg.
All notices, consents, and other communications by, to and between Greenberg and
Capitol Counsel hereunder will be in writing and will be deemed to have been given or
delivered and received when personally delivered, or when delivered, and receipt confirmed,
by a nationally recognized overnight courier service, when mailed by certified mail, postage
prepaid and return receipt requested, or when transmitted, and receipt confirmed, by
facsimile or electronic mail to Greenberg Traurig LLP at 2101 L Street, NW, Suite 1000>
Washington, DC 20037, Facsimile Number (202) 331-3101 or Email Address:
manaasr@.gtlaw.com Attention: Robert Mangas, and to The Honorable Jim McCrery c/o
Capitol Counsel LLC, 700 13th Street, NW, 2 Floor, Washington, DC 20005, Facsimile
Number (202) 861 -3219 or Email Address: imccrery@capitolcounsel.com or to either at such
other address, facsimile number or email address as may be specified by notice to the other.
nd

Neither Greenberg nor Capitol Counsel may assign the agreements contained herein
or any interest therein without the consent of the other.
This letter contains all of the agreements between Greenberg and Capitol Counsel
with respect to Capitol Counsel's engagement as a subcontractor to Greenberg.

GRFfNRFRG TRAURIG IV> » AP'ORNf YS AT LAW » WWW G! LAW.COM
WDC 373438510v2

 Received by NSD VARA Registration Unit 01/12/2017 2:04:12 PM

The invalidity or unenforceability of any provision of any of the agreements
contained herein will not affect the validity or enforceability of any other provision.
These agreements will be performed in the District of Columbia and will be construed
and enforced in accordance with the laws thereof than its rules with respect to conflicts of
law.
The foregoing agreements and therightsand obligations of each of Greenberg and
Capitol Counsel thereunder will survive the termination of Capitol Counsel's engagement as
a subcontractor to Greenberg and will be binding upon and inure to the benefit of each of
Greenberg and Capitol Counsel and its respective affiliates, successors and assigns.
Please acknowledge your approval and acceptance of the foregoing agreements by
executing and returning to me one of the enclosed copies of this letter. This letter, when
executed by you and returned to me, will constitute a binding agreement between Greenberg
Traurig and Capitol Counsel that will be enforceable in accordance with its terms and that
cannot be modified or amended or terminated except by written instrument executed by
Greenberg Traurig and Capitol Counsel.
Sincerely,

Robert Mangas
,
Shareholder, GreenbWj/Traurig LLP

The Honorable Jim McCrery hereby acknowledges her approval and acceptance of
the foregoing agreements between Capitol Counsel LLC and Greenberg Traurig LLP.
Date:

}6rablc Jim McCrery
Counsel LLC

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 Received by NSD/FARA Registration Unit 01 12/2017 2:04:12 PM

Apncndix 2 - Services to be Provided by Capitol Counsel LLC
As a Subcontractor to
Greenberg Traurig LLP ("Greenberg") in its
Representation of the Government ofTurkey
January 1,2017
For the duration of the contract period, the subcontractor agrees to perform the following
services at the direction of and in coordination with the Embassy ofTurkey ("Embassy") and
Greenberg (Team Leader):
1.
Participate in weekly strategic planning sessions with Greenberg, other subcontractors
and the Embassy to develop and fine tune an advocacy plan for the Executive and Legislative
Branches in support of the Government ofTurkey.
2.
Carry out assignments, as directed, to educate and reeducate elected and appointed
policymakers and opinion leaders about the Republic of Turkey, its strong friendship and
continued support of United States diplomatic, foreign policy and military efforts, and the
important strategic bilateral relationship between the United States and Turkey.
3.

Solicit additional membership participation in the Congressional Caucus on Turkey.

4.
Gather information about legislative activities and oversight hearings in the House
and Senate and report back regularly to the Embassy through Team Leader.
5.
Identify legislators and opportunities for positive congressional activities in support
of Turkey's strategic relationship.
6.
Propose and participate in events at the Embassy and other venues, as directed, in
support of the advocacy plan.
7.
Work with the Embassy's public relations team to identify opportunities for
participation by the Ambassador and Embassy staff in conferences, speaking engagements,
policy discussions, and other events to project Turkey's image and interests in Washington,
DC.

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