Received by NSD/FARA Registration Unit 02/05/2018 5:53:24 PM 0MB No. 1124-0006; Expires May 31,2020 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 CJF.R. § 5.5(d)(1). Compliance is accomplished by filing an electronic Exhibit A form at https://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 etseq., for the purposes of registration udder 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: https://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 foe 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 transmite a semi-annual report to Congress on the administration of the Act which lists foe names of all agents registered under foe Act and foe foreign principals they represent. This report is available to foe public in print and online at: https ://www.fara. gov. 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 maintaining foe Ham needed, and completing and reviewing foe 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, Counterintelligence and Export Control 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 Venable LLP 600 Massachusetts Ave, NW Washington DC 20001 3. Name of Foreign Principal 5931 4. Principal Address of Foreign Principal Embassy of the State of Qatar 2555 M Street, NW Washington, DC 20037 5. Indicate whether your foreign principal is one of the following: 0 Government of a foreign country1 □ Foreign political party □ Foreign or domestic organization: If either, check one of the following: □ Partnership Q Committee n □ Voluntary group Corporation □ Association □ Other (specify) □ Individual-State nationality_______ ._____________________________________ 6. If the foreign principal is a foreign government, state: aj Branch or agency represented by the registrant Embassy of the State of Qatar b) Name and title of official with whom registrant deals AliSaad AI-Hajrl, Deputy Chief of Mission 7. If foe 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," os defined in Section t (c) of the Act, includes any person orgroup of persons exercising sovereign de factoorde jure political jurisdiction over any country, other than the United States, or over any part ofsucb 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 factionorbody of insurgents has or has not been recognized by the United States. FORM NSD-3 Revised 05/17 Received by NSD/FARA Registration Unit 02/05/2018 -5:53:24 PM Received by NSD/FARA Registration Unit 02/05/2018 5:53:24 PM 8. If the foreign principalis not a foreign government oi 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 Yes □ No □ 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 principal Yes □ No □ Controlled by a foreign government, foreign political party, or other foreign principal Yes □ No □ Financed by a foreign government, foreign political party, or other foreign principal Yes □ No □ Subsidized in part by a foreign government, foreign political party, or other foreign principal Yes □ No □ 9. Explain fully all items answered "Yes" in Item 8(b). (If additional space is needed, a full insert page must be used.) 10. If the foreign principal is an organization and Is hot 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 peijury 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 Robert L. Smith, II, Sr. Policy Advisor, Venable Received by NSD/FARA Registration Unit 02/05/2018 5:53:24 PM Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM OMBNo. 1124-0004; Expires May 31, 2020 u.s. Department of justice Washington, Exhibit B to Registration Statement Pursuant to the Foreign Agents Registration Act of 1938, as amended dc 20530 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 ail 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 Privacy Act Statement. The filing of this document is required for the Foreign Agents Registration Act of 1938, as amended, 22U.S.C. § 611 etseq., for the purposes of registration under the Act and public disclosure. Provision of die 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 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: https://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 agents registered under the Act and the foreign principals they represent. This report is available to the public in print and online at: https://www fara.gnv Public Reporting Burden. Public reporting burden for this collection of information is estimated to average .33 hours per response, including the time for reviewing'ihstnictions, 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, Counterintelligence and Export Control 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. I. Name of Registrant 2. Registration No. Venable LLP 5931 3. Name of Foreign Principal Embassy of the State of Qatar Check Appropriate Box: 4. QjJ The agreement between the registrant and die 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 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 be received. 7. Describe folly die nature and method of performance of the above indicated agreement or understanding. Venable will provide government relations services for Qatar with regard to bilateral issues pertaining to the relationship between Qatar and the United States. In addition, Qatar has requested that Venable retain certain designated additional contractors to perform services on beha If of Qatar in connection with government relations services. FORM NSD-4 Revised 05/17 Received by NSD/FARA Registration Unit 02/05/2018. 5:53:22 PM Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM 8. Describe fully the activities the registrant engages in or proposes to engage in on behalf of the above foreign principal. Venable will provide government relations services for Qatar with regard to bilateral issues pertaining to the relationship between Qatar and the United States. Such services may include outreach to the United States Congress and federal government In addition, Qatar has requested that Venable retain certain designated additional contractors to perform services on behalf of Qatar in connection with such government relations services. 9. Will the activities on behalf of the above foreign principal include political activities as defined in Section 1 (o) of the Act and in the footnote below? Yes 0 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. Venable will provide government relations services for Qatar with regard to bilateral issues pertaining to the relationship between Qatar and the United States. Such services may include outreach to the United States Congress and federal government. 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 z/s-/rf Name and Title ” Signature Robert L Smith, II, Sr. Policy Advisor, Venable Footnote: "Political activity," as defined in Section l(o) of the Act, means any activity which the person engaging i^cEeveswm, or cnai the person intends to, in anyway influence any agency or official of the Government of the United States or any section of die public within the United 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 02/05/2018 5:53:22 PM Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM Venable January 31,2018 600 MASSACHUSETTS AVE.. NW WASHINGTON, DC 20001 T 202.344.4000 F 202.344.6300 www.Venable.com Robert L. Smith II Senior Policy Advisor Embassy of the State of Qatar 2555 M otreet, N W t 202.344.4077 F202J44.8300 RLSmhhn@Vcnable.com Washington, DC 20037 Re: Representation of the Embassy of the State of Qatar To Whom It May Concern: The purpose of this letter is to confirm the engagement by the Embassy of the State of Qatar (“Qatar”) of Venable LLP (“Venable”) to provide government relations services and to set for the term of those services. Overview ofServices: Venable shall providegovemment relations services for Qatar. In addition, Qatar has requested that Venable retain certain designated additional contractors to perform services on behalf of Qatar (“Contractors”). Venable will pay the Contractors as set forth below, but shall have no responsibility for monitoring or overseeing the Contractors. Compensation and Monthly Term: Qatar agrees to pay Venable $150,000 per month, which shall include the necessary funds to pay the Contractors (“Monthly Payment”). We agree that of this amount, Venable shall retain $25,000 and the remainder shall be paid to the Contractors as specified below. In no event shall the amount to be paid to the Contractors cause Venable’s monthly compensation to drop below $25,000. Venable will not be paid for any expenses or seek reimbursement for any expenses; that is the full amount of its monthly compensation. In the event that the amount of the payments to the Contractors as directed by Qatar is less than $125,000 for any month for all Contractors, then Venable will retain that amount (the difference between $125,000 and the amount paid to the Contractors at Qatar’s direction) in its escrow account pending further direction from Qatar. Any such funds held in escrow and not obligated ' by instruction from Qatar will be returned to Qatar at the conclusion of our representation. Venable will begin providing services upon signature of this Agreement. The first payment will be due within four business days of signature. Subsequent payments are due on or before the 1st of each month, which will be the start of Venable’s monthly term (“Monthly Term”). If Venable does not receive its Monthly Payment by the 5th of each month, Venable is entitled to stop work until it receives the Monthly Payment. Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM Venable The Embassy of die State of Qatar January 31,2018 Page 2 Contractors: The Contractors shall receive a fixed-monthly fee as directed by Qatar.. Qatar shall direct the work of the Contractors. Venable will not pay the Contractors’ monthly fee until it has received payment from Qatar, and the Contractors will have the right to suspend services if Qatar has not made the required payment to Venable. Venable shall have no obligation to supervise or otherwise oversee the work of the Contractors. Venable shall have no responsibility or duty for the selection of the Contractors, the services they provide, or the specific work assigned to them; they are responsible directly to Qatar for any issues arising from their services. If Qatar requests additional or different Contractors to be retained, Venable has the right to refuse to retain such Contractors and withdraw from this engagement. The initial directions from Qatar to the Contractors will be given in writing, with copy to Venable, in advance of any work—before the beginning of the Monthly Term in which die services are to be performed—and any substantial or material changes in the scope of the services during that Monthly Term will also be reduced to writing and circulated among the parties. A form of the engagement letter that Venable will enter into with the Contractors is attached as Exhibit A to this Agreement. Right to Termination: If Venable does not receive timely payment or its compensation falls below $25,000 for any month, Venable shall be entitled to withdraw from this engagement and terminate its relationship with the Contractors without further approval of Qatar. In no event shall Venable have any financial responsibility or obligation to any of the Contractors beyond paying to the Contractors funds received from Qatar for such payment. This will be a condition in the retention agreement between Venable and each of the Contractors. Term and Termination: This Agreement shall commence on the date signed and continue until terminated in writing by either Party. The Agreement may be terminated by either party at any time, without cause and without any liability, upon notice being provided. If terminated by Venable, Venable shall be obligated to provide services for the remainder of the Monthly Term. Venable shall be entitled to retain the Monthly Fee for the Monthly Term during which termination occurs. Limitation on Authority: Except as directed by Qatar, Venable understands that it is not authorized by this Agreement to act as a representative, spokesperson, or agent on behalf of Qatar in any meeting or communication with any person, or in any public or private statement, or in communications with the media. This agreement is not intended to establish an employeremployee relationship, or principal-agent relationship, and Venable understands that it is not authorized to commit Qatar to any cost, contract, or other obligations, other than the retention of the Contractors. Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM Venable,, The Embassy of the State of Qatar January 31,2018 Page 3 Limitation ofLiability: In no event shall Venable be liable for any services provided or not provided by any of the Contractors. If Qatar is dissatisfied with any services provided by a Contractor, any dispute will be between Qatar on the one hand and the Contractor on the other hand. If Qatar directs Venable not to make a payment to a Contractor, Venable will comply with that direction but Qatar shall indemnify, defend and hold Venable harmless from any claim by a Contractor. The retainer agreement between Venable and each of the Contractors will specify this as well. Arbitration: Any controversy or claim arising out of or relating to this Agreement, of the breach thereof, shall be settled exclusively by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the aware rendered by the arbitrators) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Washington, D.C. We urge you to consider carefully the provisions of this Paragraph for arbitration, as well as all of the provisions of this Agreement, and to seek the advice of an independent attorney before agreeing to this provision or to the.entire Agreement, ifyouhave any questions or concerns. Agreement: Please confirm your agreement to the terms of Venable’s engagement as set forth in this letter by signing below as indicated. Very truWyours, k\ Robert L. Smith II Senior Policy Advisor THE UNDERSIGNED HAS READ AND UNDERSTOOD ™ ^O^OTI^ LETTCR ^5 AGREES TO RETAIN VENABLE LLP ON THE TERMS, CONDITIONS, AND LIMITATIONS SET FORTH HEREIN. Embassy of of Qatar By: Title: Date: 41 Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM Venable.. The Embassy of the State of Qatar January 31, 2018 Page 4 EXHIBIT A: ENGAGEMENT LETTER WITH CONTRACTORS Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM February 1, 2018 Mr. Robert L. Smith II Senior Policy Advisor Venable LLP 600 Massachusetts Avenue, NW Washington, DC 20001 Re; Representation ofEmbassy of the State of Qatar Dear Mr. Smith: This letter serves to confirm fCompanyTs (“Company”) engagement by Venable LLP (“Venable”) on behalf of the Embassy of the State of Qatar (“Qatar”) to provide government relations consulting services to Qatar, and to set forth the terms of that engagement. Venable shall act as a third-party payor under the terms of this Agreement, with Qatar as the client of the Company. Company shall receive.$___ per month to perform services (“Monthly Payment”). Company will not be paid for any expenses or seek reimbursement for any expenses; the amount specified above is the full amount of Company’s monthly compensation. Company’s monthly term shall begin on the 1 st of each month and continue to the end of the month (“Monthly Term”). Company is expected to receive its Monthly Payment on or before the 5th of each month (after Venable is paid by Qatar). If Company does not receive its Monthly Payment by the 10th of each month, it shall stop work until it receives the Monthly Payment. In the event that no payment is made, Company shall not be entitled to compensation for that Monthly Term and therefore must not undertake work after the 10th if it has not been paid. Venable shall have no liability or responsibility to make any payments to Company, including payments for any services or work performed by the Company, except as stated in this letter. Company acknowledges and agrees that Venable shall only be.required to make payments to the Company if and only if Venable first receives the amount due the Company from Qatar. In other words, Venable will act only as a pass through for purposes of making payments to the Company from funds received by Venable from and expressly designated by Qatar for the Company. Payment of any compensation from Venable to the Company is expressly contingent upon Venable having received funds from Qatar for that purpose. In the event that Venable does not receive such funds, no payment will be made to Coihpany. In no event shall Venable have any Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM Venable LLP February 1,2018 Page 2 financial responsibility or obligation to Company beyond paying to Company funds it has received from Qatar for such payment. Company’s services are to be provided for the benefit of Qatar and will consist of government relations strategy and consulting as directed by Qatar. The initial directions from Qatar to Company will be given in writing to Company, with a copy to Venable, in advance of any work—before the beginning of the Monthly Term in which the services are to be performed— and any substantial or material changes in the scope of the services during that Monthly Term will also be reduced to writing and circulated among the parties. This Agreement shall commence, on the date signed and continue until terminated. Upon written notice, the Agreement may be terminated by either party at any time, without cause and without any liability, upon notice being provided. If terminated by Company, Company shall be obligated to provide services for the remainder of the Monthly Term. Company shall be entitled to retain the Monthly Fee for the Monthly Term during which termination occurs. Company shall comply with all applicable laws and regulations governing this Agreement and the work it performs under this Agreement or any work order, Without limiting the foregoing, such laws shall include the Foreign Agents Registration Act; the applicable gift and ethics rules for the United States House of Representatives, the United States Senate, and officers and employees of the Executive Branch; and chapter 11 of title 18 of the United States Code. Venable shall have no responsibility for the Company’s compliance. Company shall be responsible for filing all reports required under the Foreign Agents Registration Act, marking all informational materials with the required legend, and filling all informational materials with the Department of Justice. Company shall submit drafts of its reports related to its representation of Qatar to Venable for review at least 48 hours prior to submission to the Department of Justice and shall provide to Venable the text of the legend it will include on all informational materials for review. Review by Venable does not obligate Venable for- Company’s compliance; all compliance remains the sole responsibility of Company. Except as directed by Qatar, Company understands that it is not authorized by this Agreement to act as a representative, spokesperson, or agent on behalf of Qatar in any meeting or communication with any person, or in any public or private statement, or in communications Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM Venable LLP February 1, 2018 Page 3 with the media. This agreement is not intended to establish an employer-employee relationship, or principal-agent relationship, and Company understands that it is not authorized to commit Qatar or Venable to any cost, contract, or other obligations. Company agrees that if Qatar is dissatisfied with any services provided by Company, any dispute will be between Qatar on the one hand and Company on the other hand. If Qatar directs Venable not to make a payment to a Company, Venable will comply with that direction but Qatar shall be responsible for that decision. Company agrees that any claim it has regarding payment or performance of this Agreement is between Company and Qatar and not with Venable, Company shall indemnify, defend, and hold harmless Venable and Qatar for any claims against or losses or damages, including-attorneys5 fees, suffered by Venable based on or arising out of the Company’s performance of any work under this letter agreement or any work order issued hereunder. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled exclusively by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the aware rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Washington, D.C. Please confirm your-agreement to the terms of Venable’s engagement as set forth in this letter by signing below as indicated. Very truly yours, [Name] [Title] Venable LLP - ___________ Date: Robert L. Smith II Senior Policy Advisor Received by NSD/FARA Registration Unit 02/05/2018 5:53:22 PM