EXTENSION ATTACHED Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation Note: The foundation may be able to use a copy of thrs retum to State reporting requirements. For calendar year 2006, or tax year beginning March 1 , 2006, and ending February 28 ,»20 07 G Check all that apply: ([] Initial return [J Final return [[] Amended return [1] Address change ([_] Name change Use the IRS | N2™me of foundation A Employer identification number label. The C.0.U.Q. Foundation H || Otherwise, Number and street (or P.O box number if mail is not delivered to street address) eons | B Telephone number (see page 11 of the instructions) ‘om 990-PF Cepartment of the Treasury internal Revenue Serwce of tyre. clo George V. Delson Associates, sts ‘mre Te Instructions.| New York, NY 10022 D 1. Foreign organizations, check here. . » LJ) H Check type of organization: JY] Section 501(c)(3) exernpt private foundation 2F organzations meeting the 85% test, Section 4947(a)(1) nonexempt charitable trust [1] Other taxable private foundation check here and attach computation. & C] | Fair market value of all assets at end | J Accounting method: Cash [] Accrual € i povete WA) check | tS Oo under section 507(b)(1)(A), check here. of year (from Part Il, col. (c), (CO Other (specify) 22... eee cece F tthe foundation 1s m a 60-monih termination line 16) ® $ 22,832,814 | (Part |, column (d) must be on cash basis. under secbon 507(b)(1)(8), check here and per ) mame Analysis of Revenue and Expenses (The tota! of {a) Revenue (¢) Disbursements amounts in columns (b), (c), and (d) may not necessanly equal expenses ) Not Investment (2) Acqusted net 10. cneraule books (cash basis only) a the amounts in column (a) (see page 11 of the instructions) ) ee ee ee 4 [414,646 | 414646] | 1 Contnbutons, gifts, grants, etc., received (attach schedule) 2 Check b> [7] ifthe foundation is not required to attach Sch. B 3 Interest on savings and temporary cash investments 4 Dividends and interest from securities 5a Gross rents oe eee b Net rental income or (loss). SEE 6a Net gain or (loss) from sale of assets not on line 10 b Gross sales price for all assets on line 6a o 7 Capital gain net income (from Part IV, line 2) 8 Net short-term capital gain woe 9 Income modifications . . 10a Gross sales less returns and allowances b Less: Cost of goods sold Pst c Gross profit or (loss) (attach schedule) . Ld Po : 41 Other income (attach schedule) St.] . . .|_—— 264.468] PT 12 Total. Add lines 1 through 11... | 646,781] 509,414] eco) 8 Compensation of officers, directors, trustees, etc. ee es Other employee salaries and wages . ee ee 15 Pension plans, employee benefits . is es 16a Legal fees (attach schedule). . . i es b Accounting fees (attach schedule) . es ee eee | ___ 170,000 120,000 50,000 ebGadge 14 of the instructions) |__-25,000/, | Sfhie) and depletion . .|_- | wo... P= i a ee E22 os is es 5) 23 er expenses (attach . | 591,636] 590,633) CC 1,003 3 Aad lines 13 through 3B... ee 786,636 51,003 25 Contributions, gifts, grants paid . ) 1,186,000 26 Total expenses and disbursements. Add lines 24 |___ 1,972,636] 710,633] 4,237,003. a Excess of revenue over expenses and disbursements b Net investment income (if negative, enter-0-) | Ss s| CO c Adjusted net income (if negative, enter-0-) . : For Privacy Act and Paperwork Reduction Act Notice, see the instructions. Cat. No, 11289X Form 990-PF (2006) | ~ EFTA00190062

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Balance Sheets [3i"'beie enol year snouts oy (See Petco) Cash—non-interest-bearing . . . 2 Savings and temporary cash investments 3 Accounts receivable P ..........-.--.--- Less: allowance for doubtful accounts > 4 Pledges receivable P .............---.-+.---++ Less: allowance for doubtful accounts P .... 5 Grants receivable eo oo an 6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see page 16 of the instructions) . . 7 Other notes and loans recewable (attach schedule) >. Less: allowance for doubtful accounts > .. 8 Inventories forsale oruse . 9 Prepaid expenses and deferred charges wo 10a Investments—U.S. and state government obligations lattach scat) b Investments—corporate stock (attach schedule) . c Investments—corporate bonds (attach schedule) . 11 Investments—and, buildings, and equipment: basis > Less: accumulated depreciation (attach schedule) > 12 Investments—mortgage loans. o hee e 13. Investments—other (attach schedule) _ St. 4 14 Land, buildings, and equipment: basis > Less: accumulated depreciation (attach schedule) > . 15 Other assets (describe P _._.... 2.2.2.2. eee cc ce eec ee ee eee eeee 16 Total assets (to be completed by all filers—see page | 17 of the instructions. Also, see page 1, item Accounts payable and accrued expenses 18 Grants payable . wee . 19 Deferred revenue 20 Loans from officers, directors, trustees, and other disqualified persons, 21 Mortgages and other notes payable (attach schedule) . 22 Other liabilities (describe PM _........ 2.2... cee eeeeeceece eee eee ) 23 : i (c) Faw Market Value 4,817,748 4,817,748 alg i | a . be H 13.078. 719 18,015,066 19,570,322 18,244, er 22,832,814 Total liabilities (add lines 17 throug . . Foundations that follow SFAS PALE check here > and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted . 25 Temporarily restricted 26 Permanently restricted . . Foundations that do not follow SFAS 417, check here > oO and complete lines 27 through 31. 27 Capital stock, trust principal, or current funds . 28 = Paid-in or capital surplus, or land, bldg., and equipment fund. 29 Retained earnings, accumulated income, endowment, or other funds . 30 Fee ies _poeets ar find Relanees (hoe page 18 of the instructions) 31 Total liabilities and net assets/fund balances (see page 18 of the instructions) o | | ___19,570,322|—18,244,467 18,244,467 : Part KE sis of Chang es in Net Assets or ‘Fund Balances 1 Total net assets or fund balances at beginning of youFert! Il, column nia) line 30 Perak agree w with end-of-year figure reported on prior year’s return) 2 Enter amount from Part |, line 27a 3 Other increases not included in line 2 (itemize) > 4 Addlines1,2,and3 . . 5 Decreases not included in line 2 (itemize) econ ccceveverevevaveevevevavececscseeeeeeeseeeees © Total net assets or fund balsnces st end of ear (line 4 minus line Part Il, column (b), line 30 19,570,322 1,325,855 18,244,467 18,244,467 Form 990-PF (2006) EFTA00190063

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Form 990-PF (2006) eagia Capital Gains and Losses for Tax on Investment Income {a) List and descnbe the kind(s) of property sold (e g., rea! estate, 2 slory Erick warehouse, OF Sureron’etote 200 eis. MLC Co) aa z i 8 i F i z 3 g 3 3s g 3 ta Statement 5 b ® |aA\o i i {g) Cost or other basis (0) Gross sales pnce expense of sale {e) phi i i Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 @ Adjusted basis (k) Excess of col (i) 0) F MU as of 12/31/69 ‘as of 12/31/69 ‘over col Q), if any Be zi g fi 3 H 3 g $ 3 3 g 2 © alo |c |e 2 Capital gain net income or (net capital loss) { 1 gain, aso ent neem} 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part |, line 8, column (c) (see pages 13 and 18 of the instructions). If (loss), enter -O- in Parti, lineB . ww ww ee Part Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic pnvate foundations subject to the section 4940(a) tax on net investment income.) If section 4940(d)(2) applies, leave this part blank. Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? C) Yes 1) No If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part. 52,333 1 Enter the appropriate amount in each column for each year, see page 19 of the instructions before making any entnes. ) ic) (d) Base Or Calendar yee PenOd YOnrs any | Adiusted quality cistnbutions | Net valve of noncrantable-use assets nos CRUNCH ra, 2005 [| CC~C“‘“‘é*«SS«QSS| «22,630,448 | 0.055491 2004 936,665 20,159,106 0.046463 2003 1,041,560 12,227,806 0.085179 2002 Po 243,915] 12,221,528 0.101944 2001 902,103] 7,498,097 0.120310 2 Total of line 1,column(d) 2 2. we ee a 0.409387 3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by the 5 | number of years the foundation has been in existence if less than 5 years Cs 0.081877 4 Enter the net value of noncharitable-use assets for 2006 from Part X, line 5 . a 22,142,808 5 Multiply line 4 by line 3 | s 1,812,987 6 Enter 1% of net investment income (1% of Part |, line 27b) A 0 7 Add lines 5 and 6 2 | 1,812,987 a | 1,237,003 8 Enter qualifying distnbutions from Part Xil,lme4.. 0. 2 2 2. ee ee If line 8 1s equal to or greater than line 7, check the box in Part VI, line 1b. and complete that part using a 1% tax rate. See the Part VI instructions on je 19. Form 990-PF (2006) EFTA00190064

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Form 990-PF (2006) Page 4 Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 19 of the instructions 1a Exempt operating foundations described in section 4940(d)(2), check here CL) and enter “N/A” on line 1. { Date of ruling letter: 2.2.2.2... (attach copy of ruling letter if necessary—see instructions) b Domestic foundations that meet the section 4940(e) requirements in Part ff, check here ® CD) and enter 1% of Part |, line 27b ¢ All other domestic foundations enter 2% of line 27b. Exempt foreign organizations ‘enter 4% of Part |, line 12, col. (b) Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) Addiinestand2 . . . Subtitle A (income) tax (domestic section 4947(a)(1) toate and taxable foundations only. Others enter 0) . Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -O- Credits/Payments: a 2006 estimated tax payments and 2005 overpayment credited to 2006 |_6a 18,672 b Exempt foreign organizations—tax withheld at source. . a c d QOas.on Tax paid with application for extension of time to file (Form 8868) 6c] Backup withholding erroneously withheld... ., teat Total credits and payments. Add lines 6a through 6d . Z Enter any penalty for underpayment of estimated tax. Check here oO if Form 2220 is ‘attached (s/s Tax due. If the total of lines 5 and 8 is more than line 7, enteramount owed . . . . . B| 9] | 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid . > [a0] 18.872] 11__Enter the amount of line 10 to be: Credited to 2007 estimated tax > 18,872| Refunded > | 11 | [EGAN Statements Regarding Activities Ci‘ ;!!UCUCd OO ta During the tax year, did the foundation attempt to influence any national, state, or local ~— or did it Lx | Yes| Participate or intervene in any political campaign? . ta | b Did it spend more than $100 dunng the year (either directly ¢ or indirectly) for pokes! pumposee pa page 20 of the instructions for definition)? if the answer is “Yes” to 1a or 1b, attach 4 a detailed description of the activities and copies of any ‘matenaie published or distnbuted by the foundation in connection with the activities. ¢ Did the foundation file Form 1120-POL for this year? .. d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the : year: (1) On the foundation. » $ __.________ (2) On foundation managers. ® $ —- e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers. ® $ — 2 Has the foundation engaged in any activities that have not previously been reported to the IRS? . If “Yes,” attach a detailed description of the activities. 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? /f “Yes,” attach a conformed copy of the changes . 4a_ Did the foundation have unrelated business gross income of $1,000 or more dunng the year? b If “Yes,” has it filed a tax retum on Form 990-T for this year? . 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? If “Yes,” attach the statement required by General Instruction T. 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either: ® By language in the governing instrument, or ® By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? . . Did the foundation have at least $5,000 in assets at any ttme dunng the year? if “Yes,” complete Part I, col to) and Part XV. 8a Enter the states to which the foundation reports or with which it is registered (see page 20 of the instructions) New YOR occ ccccccececcsesececeesecceeeeeeereceseeeeceesesececeesenesseessesees b If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General |--- --}—-—-}|--— (or designate) of each state as required by General Instruction G? If “No,” attach explanation. . . . 8b | v 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942()(3) al — or 4942())(5) for calendar year 2006 or the taxable year beginning in 2006 (see instructions for Part XIV on page 28)? /f “Yes,” complete Part XIV . 10 Did any Persons become substantial contributors 5 during ti the ‘tax ‘year? if “Yes,” "attach a ‘schedule isting th their names and addresses 10 Form 990-PF 008 oon “ be <\pl<Jn.° st | ns ~ EFTA00190065

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Form 990-PF (2006) Page 5 ates statements Regarding Activities Continued tta At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the ‘sal _| V meaning of section 512(b)(13)? If “Yes,” attach schedule. (see instructions) 7 b If “Yes,” did the foundation have a binding wntten contract in effect on August 17, 2006, covering ‘the interest, rents, royalties, and annuities described in the attachment for line 11a? . «0 . 12 Did the foundation acquire a direct or indirect interest in any applicable insurance contract? 13° Did the foundation comply with the public inspection requirements for its annual returns and exemption application? Website address P __. 14 ‘The books are j Located at P. File Form 4720 if any item is checked in the “Yes” column, unless an exception applies. ta During the year did the foundation (either directly or indirectly): (1) Engage in the sale or exchange, or leasing of property with a disqualified person? . Llyes W No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it aad a disqualified person? . Oves YNo (3) Furnish goods, services, or facilities to for accept them from) 2 a disqualified person? . OYes YZ Nno (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? . O Yes No (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? . . . . . DOYes MNo (6) Agree to pay money or property to a government offi cial? Exception. Check “No if the foundation agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days.) . . . . . . OYes WNo b If any answer ts “Yes” to 1a(1)-{6), did any of the acts fail to qualify under the exceptions described in Regulations section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 22 of the instructions)? Organizations relying on a current notice regarding disaster assistance check here . . . . -O ¢ Did the foundation engage in a prior year in any of the acts described in 1a, other than — acts, that were not corrected before the first day of the tax year beginning in 20067 2 Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a prvete operating foundation defined in section 4942())(3) or 4942())(5))° a At the end of tax year 2006, did the foundation have any undistributed income ones 6d and 6e, Part XIII) for tax year(s) beginning before 20067 . . . . . . . ... OyYes CNo If “Yes,” list the yearsP 20... , 20.... , 20... , 20..... b Are there any years listed in 2a for which ‘the foundation is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942(a)(2) to all years listed, answer “No” and attach statement—see page 22 of the instructions.). ¢ If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here. > 20. 20.... , 20.. BD nace 3a Did the foundatan hold more : an a 2% direct or indirect interest in any business enterprise at any time during the year? . . . .. . Oves WNno b If “Yes,” did it have excess business holdings in 2006 as a result of mn any purchase by the foundation or disqualified persons after May 26, 1969; (2) the lapse of the 5-year penod (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3) the lapse of the 10-, 15-, or 20-year first phase holding period? ae Schedule C, Form 4720, to determine if the foundation had excess business holdings in 2006.) . . 4a Did the foundation invest during the year any amount in a manner ‘that would jeopercizs its charitable purposes? b Did the foundation mele any investment in a prior year (but after December 31, 1969) that could jeopardize its chantable pose that had not been removed from je before the first day of the tax year beginning in 2006’ EFTA00190066

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Fonn 990-PF (2006) tsAdie=§ Statements Regarding Activities for Which Form 4720 May Be Required Continued 5a Dunng the year did the foundation pay or incur any amount to: (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? . Clyes WZ) No (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? . . . . ... . OYes WNo (3) Provide a grant to an individual for travel, study, or other similar purposes? . . . . LlYes WNo (4) Provide a grant to an organization other than a charitable, etc., organization described in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions). . . . . . . . UC) Yes WNo (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? . Yes YW No b If any answer is “Yes" to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 23 of the instructions)? Organizations relying on a current notice regarding disaster assistance check here. . . . . . c If the answer is “Yes” to question 5a(4), does the foundation claim exempnon from the tax because it maintained expenditure responsibility for the grant? . . . . . . .Oyves ONo if “Yes,” attach the statement required by Regulations section 53. 4945-5(d). 6a Did the foundation, dunng the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? . . .O Yes WNo b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? if you answered “Yes” to 6b, also file Form 8870. 7a_ At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? . [] ves [MZ] No b If yes, did the foundation receive a eeds or have any net income attributable to the transaction? _ A Ze4ue Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors Jeffrey E. Epstein eee 6100 Red Hook Quarters, St. Thomas, USVI 2 Compensation of five highest-paid employees (other than those included on line 1—see page 24 of the instructions). If none, enter “NONE.” {b) Title, and average (a ployee Denett | (e) Expense account (a) Name and address of each employee paid more than $50,000 hours per week {e) Compensation plans and deferred ‘other allowances | devoted to position compensaton Total number of other employees paid over $50,000. . . . . . . .......,.,...,.,,P EFTA00190067

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Form 990-PF (2006) 7 | Part Vill | Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors Continued 3 Five highest-paid independent contractors for professional services (see page 24 of the instructions). If none, enter “NONE.” fa) Name and address of each person paid more than $50,000 {c) Compensation David Grosot 50,000 Total number of others receiving over $50,000 for professional services . . . . . . . . . . . . . . . &| 50,000 Summary of Direct Charitable Activities ust the foundation's four largest direct chantable activities dunng the tax year Include relevant statistical informaton such as the number Expenses of organizations and other beneficianes served, conferences convened, research papers produced, etc laws Summary of Program-Related Investments (see page 24 of the instructions) Descnbe the two largest program-related investments made by the foundation dunng the tax year on lines 1 and 2 Amount Total. Addlines1through3 . . . . . EFTA00190068

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Form 990-PF (2006) Page 8 | Part X | Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see page 25 of the instructions.) 1. Fair market value of assets not used (or held for use) directly in carrying out charitable, etc., purposes: a Average monthly fair market value of securities b Average of monthly cash balances. 4,464,942 ¢ Fair market value of all other assets (see page 25 of the instructions). 18,015,066 d Total (add lines 1a, b, and c) 22,480,008 e Reduction claimed for blockage or other factors reported on n tines ta end. 1c (attach detailed explanation). . . je 2 Acquisition indebtedness applicable to line 1 aseets . 3 Subtract line 2 from line 1d 22,480,008 4 Cash deemed held for charitable acheiien. Enter 1%% of ine ‘3 (tor greater ernount, see page 26 of the instructions) 337,200 5 _ Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part ff line 4 22,142,808 6 Minimum investment return. Enter 5% of line 5 . 1,107,140 Zags Distributable Amount (see page 26 of the instructions) ection 494200) wd oe) privale operating foundations and certain foreig ganizations check here ® [] and do not complete this part.) 1. Minimum investment return from Part X, line 6 . . 2a Tax on investment income for 2006 from Part VI, line 5 . b Income tax for 2006. (This does not include the tax from Part vi) c Add lines 2a and 2b . . Distnbutable amount before adjustments. ‘subtract line 2c from line 4 A Recoveries of amounts treated as qualifying distnbutions Addlines3and4 . . Deduction from distnbutable amount (see page 26 of the inatructona) . Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on n Part xill, linet. . 2 . . 1,107,140 1,107,140 NOUS. Qualifying Distributions (eee p page 26 of the instructions) Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: ae a Expenses, contnbutions, gifts, etc.—total from Part I, column (d), line 26 . b Program-related investments—total from Part IX-B 2 Amounts paid to acquire assets used (or held for use) directly in carrying | out chantable, oto., 3 Amounts set aside for specific charitable projects that satisty the: a Suitability test (pnor IRS approval required) . . . b Cash distribution test (attach the required schedule) . . 4 Qualifying distributions, Add lines 1a through 3b. Enter here and on Part V, line 8, and Part Xill, Ime 4 5 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income. Enter 1% of Part |, line 27b (see page 27 of the instructions) . . . . 6 Adjusted qualifying distributions. Subtract line 5 from line 4 1,237,003 Note:The amount on line 6 will be used in Part V, column (6), in subsequent years when calculating whether the foundation lifies for the section 49: reduction of tax in those 1,237,003 Form 990-PF (2006) EFTA00190069

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Form 990-PF (2006) Page 9 ‘aaeus Undistributed Income (see page 27 of the instructions) (o) 14 Distributable amount for 2006 from Part XI, |_efte | rae | Years prt to 2008 | 2008 lime7 . 1,107,140 re eee ee a Enter amount for 2005 only . . : b Total for pnor years: 20-20-20. ee ee) ee ! 3 cee if any, to 2006: a From 2001 . 794,417 ' b From 2002 . |___ 6 38,745 | { c From 2003 . |___ 432,491 | , d From 2004 . Ld e From 2005 . [139,200] f Total of lines 3a through e 4 Qualifying distributions for 2006 from Part Xu, line 4: ® $ ___1,237,003, | Applied to 2005, but not more than line 2a. | _ b Applied to undistnbuted ee . required—see page 27 of the instructions) c Treated as distnbutions out of corpus (Election required—see page 27 of the instructions) . d Applied to 2006 distributable amount . . : 1,107,140. e Remaining amount distributed out of corpus . | __—129;ee3f— | ‘ : 5 Excess distributions carryover applied to 2006 . (if an amount appears in column (d), the same amount must be shown in colurnn (a).) . 6 Enter the net total of each column as |: indicated below: 5 a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 b Prior years’ undistnbuted income. Subtract line 4b from line 2b . ssoums for which analtoe of deidionny tom been issued, or on which the section 4042%a) tax has d Subtract line 6c from line 6b. Taxable amount—see page 27 of the instructions e Undistributed income for 2005. Subtract line od ne ; 4a from line 2a. Taxable amount—see page wt . : 27 of the instructions . . . : L f Undistnbuted income for 2006. Subtract nes 4d and 5 from line 1. This amount must be distributed in 2007 . . . . o 7 Amounts treated as distnbutions out of corpus i to satisfy requirements imposed by section 170(b)(1){E) or — = page 28 of the instructions) . . ; 8 Excess distnbutions carryover fom ‘2001 not : een Dr ine? Gee page 28 of he instructions) . . 794,417 : Ercan eubains caryower © 200] suze] | Subtract lines 7 and 8 from line6a sti; 10 Analysis of line 9: Excess from 2002. . 638,745 Excess from 2003 Excess from 2004 Excess from 2005 Excess from 2006 Form 990-PF (2006) EFTA00190070

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Form 990-PF (2006) Page 10 If the foundation has received a ruling or determination letter that it is a private re foundation, and the ruling 1s effective for 2006, enter me date of the rhe b Check box to indicate whether the foundation is a p erating 2a Enter the lesser of the adjusted net Panes Penge income from Part | or the minimum investment return from Part X for each year listed b 85% of line 2a . . ¢ Qualifying distributions from Part xl, line 4 for each year listed . Amounts included in line 2c not used directly for active conduct ofexemptactities . . e Qualifying distnbutions made directly for active conduct of exempt activities. Subtract line 2d from line 2c 3 Complete 3a, b, or c for the alternative test relied upon: @ “Assets” alternative test—enter: (1) Value of all assets (2) Value of assets qualifying under section 4942()(3)(B)(i) ¢ “Support” alternative test—enter: (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) . (2) Support from general public and 5 or more exempt janizations as sonton A9c2NSNON (3) Largest amount of support from an exempt organization , . (4) Gross investment income . plementary Information (Complete this part only if the foundation had $5,000 or more in assets time during the year—see page 28 of the instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received m the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).) Jeffrey E. Epstein b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interes 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here ® [1] if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requsts for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number of the person to whom applications should be addressed: b The form in which applications should be submitted and information and materials they should include: e¢ Any submission deadlines: d pod restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other jors: Form 990-PF (2006) EFTA00190071

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Form 990-PF (2006) Page 11 Suppleme: Information (contin 3___Grants and Contributions Paid During the Year or Approved for Future P: ent indevidual | Recipient "Row any raateron te |"2zssten | Pons of gant feu fou Name and address (home or business) or Substantial contnbutor a Paid during the year Statement 6 b Approved for future payment Farm 990-PF (2006) EFTA00190072

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‘Form 990-PF (2006) Page 12 Part XVI-A is of Income-Producing Activities Enter g amounts unless otherwise indicated. Unrelated business ncome | Excluded by section 512, 513, or 514 (e) Related o o ‘exempt Busuers code pore Extuten code (See page 0 23 of of 1 Program service revenue: metructons) e-oaoocn Fees and contracts from government agencies Membership dues and assessments . . interest on savings and temporary cash investments Dividends and interest from securities Net rental income or (loss) from real estate: a Debt-financed propery .. ... . b Not debt-financed property Net rental income or (loss) from personal property Other investment income. Gain or (loss) from sales of assets other than inventory Net income or (loss) from special events Gross profit or (loss) from sales of inventory . Other revenue: a Frompartnerships ___ b c d Qeoan -_ ~OCRND _ ra s e 12 Subtotal. Add columns (b), (d), and (e) 13 Total. Add line 12, columns (b), (d), and (e) Dee 13 456,781 e worksheet in line 13 instructions on page 29 to Verify calculations, Pe a@iigen Relationship of Activities to the Accomplishment of Exempt Purposes Line No. Explain below how each activity for which income ts reported in column, (e) of Part XVI-A contnbuted importan | the accompash me ment of the foundation's exempt purposes (other than by providing funds for such purposes). NA Form 990-PF (2006) ~ EFTA00190073

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*Form 990-PF (2006) Page 13 | Part XVII fpformation Regarding Transfers To and Transactions and Relationships With Noncharitable it O 1. Did the organization directly or indirectly engage in any of the following with any other organization described |__| Yes] No in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the atlas foundation to a noncharitable exempt organization of: (2) Other assets . b Other transactions: (1) Sales of assets to a noncharitable exempt organization we (2) Purchases of assets from a noncharitable exempt organization . (3) Rental of facilities, equipment, or other assets se (4) Reimbursement arrangements . (5) Loans or loan guarantees . (6) Performance of services or membership ¢ or fundraising solicitations ¢ Shang of facilities, equipment, mailing lists, other assets, or paid employees d If the answer to any of the above is “Yes,” complete the following schedule. Column () should shwaye show the faw market value of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value in any transaction or shanng arrangement, show in column (d) the value of the goods, other assets, or services received. (a) Line no] (b) Amount mvolved | _(¢) Name of nonchantable exempt organization | () Desenption of transfers, transactions, and shanng arrangements 2a Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations descnbed in section 501(c) of the Code (other than section 501(c)(3)) or in section 5277. . .OYes YNo b If “Yes,” complete the following schedule. (a) Name of organization (®) Type of organization (c) Descnption of relabonship ge V. Delson Associates New York, NY 10022 LENS no. Form 990-PF (2008) EFTA00190074

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THE C.O.U.Q. FOUNDATION, INC, FORM 990-PF - Y/E 2/28/07 Part I, Line 11 Other Income Second City Capital Partners 1, LP K-I Entity Prior period adjustment Part I, Line 16(c) Other Professional Fees Consulting Second City Capital Partners I, L.P. K-1 Entity Total 94,468 190,000 284,468 50,000 120,000 170,000 STATEMENT 1 STATEMENT 2 ~EFTA00190075

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THE C.0.U.Q. FOUNDATION, INC. FORM 990-PF - Y/E 2/28/07 Part I, Line 23 Other Expenses Second City Capital Partners L.P. K-1 entity Filing Fees Professional fees - Second City Capital Partners L.P. K-1 entity Bad debt expense - Second City Capital Partners L.P. K-1 entity Total 1,926 1,003 6,556 $82,151] 591,636 TATEMENT 3 EFTA00190076

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THE C.O.U.Q. FOUNDATION, INC. EIN FORM 990-PF - Y/E 2/28/07 Part II, Line 13 Other Investments Book Value Bear Stearns Asset Backed Securities Partners LP 7,289,911 Second City Capital Partners 1, LP 6,136,808 13,426,719 Part IV, Line 2 Capital Gain Net Income (Loss) Second City Capital Partners I, LP K-1 entity (52,333) Fair Market Value 11,870,413 6,144,653 18,015,066 STATEMENT 4 STATEMENT 5 EFTA00190077

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STATEMENT 6 THE C.O0.U.Q. FOUNDATION INC. FORM 990-PF Y/E 2/28/07 PART I, LINE 25 Vv CONTRIBUTIONS PAID Date Name Amount Purpose 3/7/2006 Stockholm School of Economics 25,000 Unrestricted 5/3/2006 The Continium Center for Health & Hearing 25,000 Unrestricted 5/30/2006 Hunter College 3,000 Scholarship 6/1/2006 Martha Graham Dance Company 10,000 Scholarship 6/14/2006 Little Flower Children's Services 10,000 Unrestricted 6/28/2006 Robin Hood 50,000 Unrestricted 7/12/2006 Ballet Florida 20,000 Unrestricted 7/18/2006 Georgia Southern University 10,000 Scholarship 7/18/2006 William J. Clinton Foundation 25,000 Unrestricted 8/10/2006 Freestate Shooters 25,000 Unrestricted 8/11/2006 Zvi Tzedakah Fund 100,000 Unrestricted 9/1/2006 Institute of International Education 100,000 Unrestricted 9/6/2006 Alliance for Lupus Research 5,000 Unrestricted 9/8/2006 Happy Hearts Fund 100,000 Unrestricted 9/27/2006 Ovarian Cancer Research Fund 50,000 Unrestricted 10/3/2006 The Trilateral Commission 50,000 Unrestricted 10/5/2006 Faith in The Future, Inc. 5,000 Unrestricted 10/5/2006 National Council of Jewish Women 5,000 Unrestricted 11/10/2006 The Institute for Music & Brain Science 25,000 Unrestricted 11/16/2006 President and Fellows of Harvard College 100,000 Unrestricted 11/27/2006 Santa Fe Institute 75,000 Unrestricted 1/17/2007 Ballet Florida 15,000 Unrestricted 1/18/2007 Save Darfur Coalition 150,000 Unrestricted 2/7/2007 Stockholm School of Economics 50,000 Unrestricted 2/21/2007 Saint Peter's Prep 3,000 Unrestricted 2/22/2007 Scholar Rescue Fund 150,000 Unrestricted 1,186,000 EFTA00190078

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OFFICE COPY Application for Extension of Time To File an om 8868 (Rev Apni 2007) Exempt Organization Return OMB No 1545-1709 Department of the Treasury > File a separate application for each return. © If you are filing for an Automatic 3-Month Extension, complete only Part | and check this box. _ . > @ If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II (on page 2 of this form). Do not Part Il unless you have ali been granted an automatic 3-month extension on a filed Form 8868. Automatic 3-Month Extension of Time. Only submit original (no copies needed). Section 501(c) corporations required to file Form 990-T and requesting an automatic 6-month extension—check this box and complete Partlonly . . . . --o All other corporations (including 1120-C filers), ‘partnerships, REMICS, land trusts must use Form 7004 to request an extension of time to file income tax returns. Electronic Filing (e-file). Generally, you can electronically file Form 8868 if you want a 3-month automatic extension of time to file one of the returns noted below (6 months for section 501(c) corporations required to file Form 990-1). However, you cannot file Form 8868 electronically if (1) you want the additional (not automatic) 3-month extension or (2) you file Forms 990-BL, 6069, or 8870, group retums, or a composite or consolidated Form 990-T. Instead, you must submit the fully completed and signed page 2 (Part II) of Form 8868. For more details on the electronic filing of this form, visit www.irs.gov/efile and click on e-file for Charities & Nonprofits. Name of Exempt Organizaton THE C.0.U.Q. FOUNDATION, INC. Number, street, and room or suite no. If a P.O. box, see instructions. clo George V. Delson Associates, City, town or post office, state, and ZIP code. For a foreign address, see instructons. Sue cate tor ing your See instructions: New York, NY 10022 Check type of return to be filed (file a separate application for each return): 0 Form 990 0) Form 990-T (corporation) O Form 4720 0) Form 990-BL O Form 990-T (sec. 401(a) or 408(a) trust) DO Form 5227 O Form 990-EZ © Form 990-T (trust other than above) O Form 6069 @ Form 990-PF 0) Form 1041-A 0 Form 8870 © The books are in the care of » Harry Beller ¢ If the organization does not have an office or place of business in the United States, check thisbox . . . - Oo © If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN)____. If ‘this is for the whole group, check this box ...... > (1. If it is for part of the group, check this box ...... > ( and attach a list with the names and EINs of all members the extension will cover. 1 | request an automatic 3-month (6 months for a section 501(c) corporation required to file Form 990-T) extension of time until October 15 29.97 | to file the exempt organization return for the organization named above. The extension is for the organization's retum for: > O calendar year 20....... or > @ tax year beginning ............March4 , 20,98, and ending........... February 28 , 20.07... 2 If this tax year is for less than 12 months, check reason: C) Initial retum (©) Final return (1) Change in accounting period 3a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less nonrefundable credits. See instructions. b if this application is for Form 990-1 PF ¢ or 800-7, enter any refundable credits and estimated tax 18,872 ¢ Balance Due. Subtract line 3b from line 3a. Include your payment with this oom or, if required, deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions. Caution. If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 8879-EO for payment instructions. For Privacy Act and Paperwork Reduction Act Notice, see Instructions, Cat No 27916D Form 8868 (Rev. 4-2007) EFTA00190079

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OFFICE COPY Form 6868 (Rev. 4-2007) Page 2 If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part Il and check thisbox . . >» @ Note. Only complete Part Il if you have already been granted an automatic 3-month extension on a previously filed Form 6868. @ If you are filing for an Automatic 3-Month Extension, complete only Part | (on page 1). Name of Exempt Organization Number, “street, and room or suite no. ta PO box, see instructions a nee due date for fing the City, town or post office, state, and ZIP code For a foreign address, see instructions, instructons, NEW YORK, NY 10022 Check type of return to be filed (File a separate application for each return): QO Form 990 D Form 990-PF © Form 1041-A 0 Form 6069 0 Form 990-BL © Form 990-T (sec. 401(a) or 408(a) trust) O) Form 4720 0) Form 8870 O Form 990-EZ OC Form 990-T (trust other than above) OD) Form 5227 STOP! Do not complete Part II if you were not already granted an automatic 3-month extension on a usly filed Form 8868, @ The books are in the Telephone No. » (.. | --).. of the ergentzation dose not hare an office or place of business w the Untied States check this box re a a If this is for a Group Retum, enter the organization's four digit Group Exemption Number (GEN) _..._____ .. If this is for the whole group, check this box ...... > (). Wf itis for part of the group, check this box... ... > C and attach a list_with the names and EINs of all members the extension ts for. ceseeeeeesenee SANUARY TS , 20,98. NOoas If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits. See instructions. b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated tax payments made. include any prior year overpayment allowed as a credit and any Balance Due. Sean ine St ons bee Oe. beedaks your pepe eth tee foe, or, vacgumed, cepcet with FTD coupon or, if g EFTPS (Electronic Federal Tax P See instructions. Signature and Verification Under penalties of pegury, | declare that | have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it 1s true, correct, and complete, and that | am authonzed to prepare this form. Signature > Title > Cate > Notice to Applicant. (To Be Completed by the IRS) We have approved this application Please attach this form to the organization's return, We have not approved this application However, we have granted a 10-day grace period from the later of the date shown below or the due date of the organization's return any pir extensions) Tis grace prod fs considered to be a valid extension of time for elecvons othervase required to be made on a time! totum. Please attach this form to the organization's return. oOo Oo o to fies We aro at orate a rpucation. After considenng the reasons stated in item 7, we cannot grant your request for an extension of time QO O to file. We are not granting a 10-day grace period We cannot consider thes applicaton because it was filed after the extended due date of the retum for which an extension was requested Alternate Mailing Address. Enter the address if you want the copy of this application for an additional 3-month extension returned to an address different than the one entered above. Type or Number and street (include suite, room, or apt. no.) or a P.O. box number print City or town, province or state, and country (including postal or ZIP code) Form 8868 (Rev 4-2007) EFTA00190080