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OMB No. 1124-0004; Expires May 31,2020

u.s. Department of justice
Washington, De 20530

Exhibit B to Registration Statement
Pursuant to the Foreign Agents Registration Act of
1938* as amended

INSTRUCTIONS. A registrant must furnish as ah 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
https://www.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 et seq.,
for the purposes of registration under the Act and public disclosure. Provision of the information requested is mandatory; and failure to provide
Ihe information is subject to the penalty and enforcement provisions established in Section 8 of the Act Every registration statement short forth
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 senti-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.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, 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.

1. Name of Registrant

Greenberg Traurig, LLP

2. Registration No.
5712

3. Name of Foreign Principal

Republic of Turkey
Check Appropriate Box:
4. 0 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 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 arty, to be received.
7. Describe fully the nature and method of performance of the above indicated agreement or understanding.

See attached engagement letter, which describes representation.

FORM NSD-4
Revised 05/17

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8. Describe fully the activities the registrant engages in or proposes to engage in on behalf of the above foreign principal.

See attached engagement letter, which describes representation.

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 E
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.

See attached engagement letter, which describes representation.

/

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

March 26,2019

Name and Title

Robert Mangas, Shareholder

Signature"

/s/ Robert Mangas

eSigned

Footnote: "Political activity," as defined in Section l(o)ofthe Act, means any activity which the person engaging in believes will, oVthat the'peTsdn intends to, in any way influence
any agency or official 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 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.

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GT GreenbergTraurig

SERVICES AGREEMENT
THIS AGREEMENT is made between the Government of the Republic of Turkey
(“Turkey”), a foreign sovereign, and Greenberg Traurig LLP (“Greenberg”).
1.
Term: This Agreement shall be for one year, commencing 1 January 2019 and
expiring 31 December 2019. Its terms may be renewed for additional successive one-year
periods upon the explicit written assent of both parties.
2.
Services: Greenberg agrees to provide lobbying and government relations services to
Turkey, which shall consist of those services ordinarily and customarily provided in
representing a foreign sovereign before the United States Congress and Executive Branch.
These services shall include, but not be limited to:
(a)

Proposing and pursuing passage of legislation and other U.S. government
action that promotes Turkey’s interests and provides a positive image of
Turks, Turkey, and the United States-Turkey relationship;

(b)

Preserving and enlarging the Congressional Caucus on Turkey and
Turkish Americans;

(c)

Educating Members of Congress and the Administration on issues of
importance to Turkey;

(d)

Promptly notifying Turkey of any action in Congress or the Executive
Branch on issues of importance to Turkey;

(e)

Preparing brief analyses of developments in Congress and the Executive
Branch on particular issues of concern to Turkey;

(f)

Identifying official gatherings and social events to which Embassy
personnel ought attend, including to the extent possible, obtaining the
necessary invitations;

(g)

Identifying and/or arranging speaking engagements locally and nationally
for Embassy personnel or their appointed or suggested proxies in settings
that will improve Turkey’s image and advance its causes on Capitol Hill.
Such would be, if so directed by Turkey, coordinated with Turkey’s
existing public relations service providers]; and

'

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(h)

3.

Maintaining and forging alliances with other interest groups whose goals
are similar to or shared by Turkey.

Personnel and Other Service Providers:
(a)

Except as noted below, Greenberg shall compose its own team to achieve
the best possible results in providing the services described above. It will
provide Turkey at the earliest possible date a list of personnel, including
an indication of their areas of expertise and/or how they will be utilized.
This list will be updated from time to time as required.

(b)

Greenberg will retain the services of Capitol Counsel LLC to serve as a
subcontractor on this matter according to the following terms:
i. Term of Subcontract: The subcontract shall commence on 1
January 2019 and expire 31 December 2019, subject to
subsequent renewal upon the mutual assent of the parties.
ii. Fees for Subcontractor; Capitol Counsel LLC shall be paid a
monthly fee of $36,000.00 for the term. The fees of the
subcontractor shall be borne by Turkey and provided for in the
fees remitted to Greenberg (clause 4 below). Greenberg is
responsible for disbursing the fees to Capitol Counsel LLC on a
regular basis.
iii. It is Understood that Capitol Counsel LLC shall have the same
obligations as Greenberg in this Agreement and that Greenberg
and Capitol Counsel LLC have pledged to work together
amicably.

(c)

Greenberg will retain the services of LB International Solutions LLC to
serve as subcontractors on this matter according to the following terms:
i. Term of Subcontract: The subcontract shall commence On 1
January 2019 and expire 31 December 2019, subject to
subsequent renewal upon the mutual assent of the parties.
ii. Fees for Subcontractor: LB International Solutions LLC shall be
paid a monthly fee of $22,500.00 for the term. The fees of the
subcontractor shall be borne by Turkey and provided for in the
fees remitted to Greenberg (clause 4 below). Greenberg is
responsible for disbursing the fees to LB International Solutions
LLC on a regular basis.
iii. It is understood that LB International Solutions LLC Shall have
the same obligations as Greenberg in this Agreement and that

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Greenberg and LB International Solutions LLC have pledged to
work together amicably.
(d)

Greenberg will retain the services of Venable LLP to serve as a
subcontractor on this matter according to the following terms:
i.

Term of Subcontract: The subcontract shall commence on 1
January 2019 and expire 31 December 2019, subject to
subsequent renewal upon the mutual assent of the parties.

ii.

Fees for Subcontractor: Venable LLP shall be paid a monthly
fee of $22,500.00 for the term. The fees, of the subcontractor
shall be borne by Turkey and provided for in the fees remitted
to Greenberg (clause 4 below). Greenberg is responsible for
disbursing the fees to Venable LLP on a regular basis,

iii.

It is understood that Venable LLP shall have the same
obligations as Greenberg in this Agreement and that Greenberg
and Venable LLP have pledged to work together amicably.

(e)

Greenberg may retain the services of additional subcontractors and
consultants as deemed necessary to assist the firm. Such additional
subcontractors and consultants may be retained and terminated at
Greenberg’s discretion.
Greenberg shall be solely responsible for
compensating any such additional subcontractors and Consultants.

(f)

Should for any reason Turkey request that Greenberg discontinue the
services of any subcontractor named in this Agreement, Greenberg shall
immediately terminate the relevant subcontract, applying the same terms
described in Item 6 below.

(g)

Greenberg agrees to share information and work amicably with Turkey’s
other service providers as identified by the Turkish Embassy.

4.
Zees: Turkey agrees to pay Greenberg a total of $1,538,000.00 in US dollars for
the services described in this Agreement to be performed by Greenberg, the
subcontractors listed above, and any additional subcontractors that it may retain. The
payments to Greenberg shall be made in the following installments: $384,500 no later
than 31 March 2019; $384,500 no later than 30 June 2019; $384,500 no later than 30
September 2019; and $384,500 no later than 31 December 2019. Prior to these
payments, Greenberg shall submit a written report to Turkey about its work during the
preceding period as described in Section (7) below.
5.
Additional Costs and Expenses: Should Greenberg incur extraordinary costs and
expenses on Turkey’s behalf that are not otherwise contemplated in the fees described

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above, Turkey shall reimburse these costs provided that Turkey gives explicit advance
approval.
6.

Termination:
(a)

This Agreement shall terminate upon its natural expiration if not renewed.

(b)

Either party may terminate this Agreement at any time prior to its natural
expiration subject to fourteen (14) days advance written notice. In this
event, Turkey shall pay Greenberg its pro-rata share of earned fees
apportioned on a daily basis through the end of the notice period.

(c)

Should this Agreement terminate prior to its natural expiration, any fees
paid to Greenberg by Turkey that exceed the pro-rata share of earned fees
apportioned on a daily basis up to the date of termination shall be refunded
by Greenberg to Turkey.

7.
Monthly Reporting and Quarterly Performance Assessment Greenberg shall
provide monthly a written report to Turkey succinctly describing its work on Turkey’s
behalf. Such reports need not include calculations of the time spent by the individual
members of the Greenberg team. Further, every three months, or as often as Turkey may
desire, Greenberg shall present to Turkey a written assessment of its performance during
the preceding period. If, upon reviewing the assessment, Turkey is not satisfied with
Greenberg’s performance, Turkey may, at its sole discretion, terminate this Agreement
according to the terms stated herein.
8.
Privileged Information: Greenberg will use all permissible efforts to protect
privileged communications or other confidential information developed by it or provided
to it by Turkey during the term of this Agreement, This obligation shall survive the
termination of this Agreement and any renewals for a period of not less than two years.
Upon the termination of this Agreement and any renewals Turkey may request from
Greenberg the return of any documents or other information provided by Turkey.
9.
Registration and Disclosure: Greenberg and any subcontractors it may employ
shall separately and individually comply with any and all restrictions and requirements,
including filing and other disclosure, of the Foreign Agents Registration Act, the
Lobbying Disclosure Act, the Ethics Reform Act of 1989, the Foreign Corrupt Practices
Act, the Honest Leadership and Open Government Act, and other applicable laws and
regulations of the United States and the District of Columbia.
10.
Conflicts: Turkey ackno wledges Greenberg’ s breadth of practice, which may give
rise to the potential that it may represent clients in unrelated matters whose interests are
contrary to Turkey’s, Nonetheless, even the appearance of a conflict could render
unproductive the relationship contemplated by this Agreement. Therefore, Greenberg
shall endeavor not only to avoid actual conflicts, but the appearance of conflicts as well.
To that end, Greenberg shall comply with all applicable provisions of the District of

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Columbia Bar Code of Professional Conduct. It shall also immediately assess whether it
represents any clients whose interests are contrary to Turkey. If so, then it shall inform
Turkey, and then Turkey and Greenberg shall work together to determine whether and
how to resolve any apparent or actual conflict. Only on a case-by-case basis will Turkey
acknowledge that a concurrent representation in an unrelated matter is appropriate. In
order to assist in the process of identifying potential conflicts, Greenberg shall consult
with the Turkish Embassy’s legal counsel in identifying those issues, which, if addressed
in other client matters, may present a conflict.
11.
Choice of Law: This Agreement shall be governed by, and construed in
accordance with, the laws of the Republic of Turkey. The Turkish Republic courts
located in Ankara, Turkey shall be the venue for resolving any dispute related to the
interpretation and application of this Agreement that cannot otherwise be settled
amicably by the parties.
12.
Power to Bind: Absent the express written consent of Turkey, neither Greenberg
nor its consultants and subcontractors have authority to bind turkey in any manner
whatsoever.

FOR THE GOVERNMENT OF THE
REPUBLIC OF TURKEY

By:

H.E. Serdar Kill?
Turkish Ambassador to the United States

Date

FOR GREENBERG TRAURIG LLP

By:

m

Robert Mangas’ /
Billing Shareholder

Date

’Ll, 20!$

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