EFTA00190062

EXTENS!ON ATTACHED F.990-PF Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust OMB No 1545-0052 Department el the Treesury wend R•WIOLIO Serino Treated as a Private Foundation Note: The foundation may be able to use a copy of this return to satisfy state reporting requirements. 2006 For calendar year 2006, or tax year beginning March 1 , 2006, and ending February 28 , 20 07 G Check all that apply: 0 Initial return O Final return O Amended return O Address change O Name change Name col foundation A Employer identification number Use the IRS label. The C.O.U.Q. Foundation Otherwise, Number and street (or P O box number if mail is not delivered to street address) Room/suite B Telephone number (see page 11 of the instructions) print do George V. Delson Associates, or type See Specific Qty or town, state, and ZIP code C If exemption app cation is pending, check here P 0 Instructions. New York, NY 10022 D 1. Foreign organizations, check here . . ►0 H Check type of organization: in Section 501(c)(3) exempt private foundation 2. Foreign organisation meeting the 85% test, ,„ P ❑LJ check here and attach computation O Section 4947(a)(1) nonexempt charitable trust O Other taxable private foundation E If pnvate foundation status was terminated n I Fair market value of all assets at end J Accounting method: Z Cash O Accrual under section 507(b)(1)(A4. check here . ► LJ of year (from Part I!. col. (c), O Other (specify) F If the foundation is on a 60-month termination , fine 16) le $ 22,832,814 (Part 4 Column (CO must be on cash basis) under section 507(bXIXB), check here . ► LI Part I Analysis of Revenue and Expenses (the total of (a) Revenue and (d) Disbursements amounts in columns (b). (c). and (d) may not necessarily equal expenses per (CO Net Investment (c) Adjusted net for chantable income income purposes the amounts in column (a) (see page 11 of the instructions)) bootie (cash basis only) I Contributions, grits, grants, etc., received (attach schedule) I ' .: • 2 Check Ilv El if the foundation is not required to attach Sch. 41 3 Interest on savings and temporary cash investments • 5 4 Dividends and interest from securities 414,646 414,646 5a Gross rents b Net rental income or (loss) 'r i; • s a.... • • Is 141'. • 6a Net gain or (loss) from sale of assets not on line 10 (52,333) it c b Gross sales price for all assets on line 6a 0 P. • "•• f. ry 7 Capital gain net income (from Part IV, line 2) 0 . CC 8 Net short-term capital gain k. 5 • • S 9 Income modifications 10a Gross sales less returns and allowances 3 ttt A b Less: Cost of goods sold t er : ••• : ) 4 .1 /41 c Gross profit or (loss) (attach schedule) 11 Other income (attach schedule) St 1 284,468 94,468 1i; 12 Total. Add lines 1 through 11 646,781 509,114 13 Compensation of officers, directors, trustees, etc. 0 14 Other employee salaries and wages lu 16 Pension plans, employee benefits 2 16a Legal fees (attach schedule b Accounting fees (attach schedule) 5« c othReepleglEepS (act ch schedule) .S • 2 170,000 120,000 50,000 et 17 lot • act O 25,000 to Taxes (attach sch2dai) ge 14 of the instructions) 19 i'7-LjeprirtEcii aid•Wisc le) and depletion 20 ttccuoancy 21 Trat5Getitp0FAitrrid meetings 22—Printing-and- putfitcatianr 23 Other expenses (attach schedule) St .3 591,636 590,633 1,003 24 Total operating and administrative expenses. e tc Add lines 13 through 23 786,636 710,633 51,003 25 Contributions, gifts, grants paid . . . . . . 1,186,000 1,186,000 O 1,237,003 26 Total expenses and disbursements. Add tines 24 and 25 1,972,636 710,633 27 Subtract line 26 from line 12: a Excess of revenue over expenses and disbursements (1,325,855) b Net investment income (if negative, enter -0-) 0 c Adjusted net income (if negative, enter -0-) . . For Privacy Act and Paperwork Reduction Act Notice, see the Instructions. Cat No. 11289% Form 990-PF (2006) EFTA00190062 Porm 990-PF (2006) Page 2 Attached =heckles and arnourts in the desambon arm Beginning of year End of year Part II Balance Sheets shood be ise assof-yeni amounts oily (See instnicacos I (a) Book Value (b) Book Value (c) Fair Market Value I 1 Cash—non-interest-bearing 2 Savings and temporary cash Investments 4,112,136 4,817,748 4,817,748 3 Accounts receivable li•• ___ . ._ — . _ Less: allowance for doubtful accounts Ilv 4 Pledges receivable li.• _. _._ _ __. . -- -- -- --- ----- ----- Less: allowance for doubtful accounts fr 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see page 16 of the instructions) 7 Other notes and loans receivable (attach schedule) le. Assets Less: allowance for doubtful accounts P. 8 Inventories for sale or use 9 Prepaid expenses and deferred charges 10a Investments—U.S. and state government obligations (attach schedule) b Investments—corporate stock (attach schedule) c Investments—corporate bonds (attach schedule) 11 Investments—land, buildings, and equipment: basis liv .1 ..-_.C. Less: accumulated depreciation (attach schedule) 9. 12 Investments—mortgage loans 13 Investments—other (attach schedule) St . 4 15,458.186 13,426,719 18,015,066 14 Land, buildings, and equipment: basis 10. .. .. I L_ ....1 Less: accumulated depreciation (attach schedule) le• 15 Other assets (describe II. I 16 Total assets (to be completed by all filers—see page 17 of the instructions. Also, see page 1, Item I) 19,570,322 18,244,467 22,832,814 17 Accounts payable and accrued expenses • 18 Grants payable 0 • • 19 Deferred revenue .1 .. . :1 20 Loans from officers, directors, trustees, and other disqualified persons .1321 22 Mortgages and other notes payable (attach schedule) Other liabilities (descnbe 0 1 ''t I: • • t" I 23 Total liabilities (add lines 17 through 22) Foundations that follow SFAS 117, check here li• 0 tiAt / • Net Assets or Fund Balances and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted 25 Temporarily restricted • •1 ; 26 Permanently restricted Foundations that do not follow SFAS 117, check here Ill• 0 . and complete lines 27 through 31. Capital stock, trust principal, or current funds 27 Paid-in or capital surplus, or land, bldg., and equipment fund 28 29 Retained earnings, accumulated income, endowment, or other funds 19,570,322 18,244,467 30 Total net assets or fund balances (see page 18 of the instructions) 19,570,322 18,244,467 31 Total liabilities and net assets/fund balances (see page 18 of the instructions) 19,570,322 18,244,467 Part III Analysis of Changes in Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with 1 19,570,322 end-of-year figure reported on prior year's return) 2 (1,325.855) 2 Enter amount from Part I, line 27a 3 Other increases not included in line 2 (itemize) 10. 3 4 18,244,467 4 Add lines 1, 2, and 3 5 Decreases not included in line 2 (itemize) 0. 5 6 Total net assets or fund balances at end of year (line 4 minus line 5}—Part II, column (b), line 30 6 18,244,467 Form 990-PF (2006) EFTA00190063 Form 990-PF (2006) Page 3 Part IV Capital Gains and Losses for Tax on Investment Income (a) UM and describe the kinds) of property sold (e g , real estate. (h) HOW acquired (C) Da acquired (d) e sold p_purchase 2.story brick warehouse. or common stock, 203 she. PALO Co.) • 13—Donation (mo day, yr ) (moday, yr ) to Statement 5 b c d e (a) Gross sales price (f) Depreciabon allowed (g)Cost or other bases (h) Gain or (loss) lot allowable) plus expense of sale (e) plus (Q minus (9) a b c d e Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 p) awns (Col. (h) gain minus Q) Adjusted basis (k) Excises of col 0 col (It: ta sesno(ft less than -01or 0) F MI, as of 12/31/69 as of 12/31/69 over col 0. if any rom col. (h)) a b c d e If gain, also enter in Part I, line 7 { } 2 Capital gain net income or (net capital loss) If (loss), enter -0- in Part I, line 7 2 (52,333) 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c) (see pages 13 and 18 of the instructions). If Qoss), enter -0- in Part I, line 8 J 3 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? 0 Yes 0 No If "Yes; the foundation does not qualify under section 4940(e). Do not complete this part. 1 Enter the anorooriate amount in each column for each year, see page 19 of the instructions before making any entnes. le 03) (c) KO Base penod years Adjusted qualifying distnbutions Net value of noncharitable-use assets Distribution ratio Calendar year (or tax year begrming in) (col (b) divided by col kg 2005 1,255,795 22,630,448 0.055491 2004 936,665 20,159,106 0.046463 2003 1,041,560 12,227,806 0.085179 2002 1,243,915 12,221,528 0.101944 2001 902,103 7,498,097 0.120310 2 Total of line 1, column (d) 2 0.409387 3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years 3 0.081877 4 Enter the net value of noncharitable-use assets for 2006 from Part X, line 5 4 22,142,808 5 Multiply line 4 by line 3 5 1,812,987 6 Enter 1% of net investment income (1% of Part I, line 27b) 7 Add lines 5 and 6 7 1,812,987 8 Enter aualifirina distnbutions from Part XII line 4 8 1,237,003 If line 8 is equal to or greater than line 7, check the box in Part VI, line lb. and complete that Mut using a 1% tax rate. See the Part VI instructions on page 19. Form 990-PF (2006) EFTA00190064 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) la Exempt operating foundations desafbed in section 4940(4)(2), check here O. • arid enter "N/A" on line 1. I Date of ruling letter: (attach copy of ruling letter if necessary—see instructions) b Domestic foundations that meet the section 4940(e) requirements in Part I, check 1 0 here lif. 0 and enter 1% of Part I, line 27b ' c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% . _ of Part I, line 12, col. (b) 2 Tax under section 511 (domestic section 4947(aX1) trusts and taxable foundations only. Others enter -0-) 2 3 Add lines 1 and 2 3 0 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- . . 5 0 6 Credits/Payments: a 2006 estimated tax payments and 2005 overpayment credited to 2006 99 18,872 b Exempt foreign organizations—tax withheld at source 6b c Tax paid with application for extension of time to file (Form 8868) 8c d Backup withholding erroneously withheld 6d ..._ ... 7 Total credits and payments. Add lines 6a through 6d 7 18,872 8 Enter any penalty for underpayment of estimated tax. Check here 0 if Form 2220 is attached 8 9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed P. 9 0 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid . Irr. 10 18,872 11 Enter the amount of line 10 to be: Credited to 2007 estimated tax lio 18,8721 Refunded lir. 11 Part VII-A Statements Regarding Activities • Yes No la During the tax year, did the foundation attempt to Influence any national, state, or local legislation or did it participate or intervene in any political campaign? 1a 1 b Did it spend more than $100 dunng the year (either directly or indirectly) for political purposes (see page 20 of the instructions for definition)? lb ✓ If the answer is "Yes" to la or lb, attach a detailed description of the activities and copies of any matenals published or distnbuted by the foundation in connection with the activities. . _....::: ' c Did the foundation file Form 1120-POL for this year? lc d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year ,•,t .... ..• , (1) On the foundation. Illi. $ (2) On foundation managers. P. $ e Enter the reimbursement Of any) paid by the foundation during the year for political expenditure tax imposed on -: foundation managers. Po $ '- 2 Has the foundation engaged in any activities that have not previously been reported to the IRS? 2 ✓ 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? If 'Yes,' attach a conformed copy of the changes 3 1 4a Did the foundation have unrelated business gross income of $1,000 or more dunng the year? . . . 4a 1 b If "Yes," has it filed a tax return on Form 990-T for this year? 4b N A 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 5 1 If "Yes," attach the statement required by General Instruction T. I 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? 6 1 7 Did the foundation have at least $5,000 in assets at any time dunng the year? If 'Yes,' complete Part I( col (c). and Part XV 7 1 8a Enter the states to which the foundation reports or with which it is registered (see page 20 of the instructions) Iii. New York 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 GT If "No," attach explanation . . 8b 1 i 9 Is the foundation claiming status as a private operating foundation within the meaning of section 49420)(3) -- — - --J or 4942(1)(5) for calendar year 2006 or the taxable year beginning in 2006 (see instructions for Part XIV on page 28)? If 'Yes," complete Part XIV 9 1 10 Did any persons become substantial contributors during the tax year? If "Yes,"attach a schedule listing their names and addresses 10 1 Form 990-PF (2006) EFTA00190065 form 990-PF (2006) Page 5 Part VII-A Statements Regarding Activities Continued 11a At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) 118 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? 11b N A 12 Did the foundation acquire a direct or indirect interest in any applicable insurance contract? 12 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? 13 Website address ► 14 The books are Gear e V. Delson Associates Telephone no. le Located at ► New York, NY ZIP+4 ► 10022 15 Section 4947(a)(1) nonexempt chantable trusts filing Form 990-PF in lieu of Form 1041—Check here ► and enter the amount of tax-exempt interest received or accrued during the year . . . . ► 1 15 Part VII-B Statements Regarding Activities for Which Form 4720 May Be Required File Form 4720 if any item is checked In the "Yes" column, unless an exception applies. Yes No la 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? ❑ Yes 0 No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? ❑ Yes El No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ❑ Yes 0 No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ❑ Yes 0 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)? ❑ Yes 0 No (6) Agree to pay money or property to a government official? Exception. Check "No' if the foundation agreed to make a grant to or to employ the official for a penod after termination of government service, if terminating within 90 days ) ❑ Yes 0 No b If any answer is "Yes" to 1a(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations lb N 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 . . . . ► ❑ c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in 20069 1c 2 Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a pnvate operating foundation defined in section 49420)(3) or 49420)(5))• a At the end of tax year 2006, did the foundation have any undistributed income (lines 6d and 6e. Part XIII) for tax year(s) beginning before 2006? ❑ Yes ❑ No If "Yes." list the years ► 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? Of applying section 4942(a)(2) to all years listed, answer "No" and attach statement—see page 22 of the instructions.) c 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 .... , 20 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? ❑ Yes VI No b If "Yes," did it have excess business holdings in 2006 as a result of (1) 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? (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in 2006.) 3b N A 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? 4a b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its chantable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2006? . . . 4b ✓ Fenn 990-PF (2006) EFTA00190066 Form 990-PF (2006) Page 6 Part VII-B 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))? O Yes o No (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? O Yes 0 No (3) Provide a grant to an Individual for travel, study, or other similar purposes? . . . O Yes 0 No (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(cf)(2)? (see instructions) O Yes 0 No (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 iZ 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)? 5b N A Organizations relying on a current notice regarding disaster assistance check here ► • e If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant? O Yes O No If "Yes," attach the statement required by Regulations section 53.4945-5(d). i •• ea Did the foundation, dunng the year, receive any funds, directly or indirectly, to pay premiums 44 • on a personal benefit contract? O Yes Ei No b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 6b if you answered 'Yes" to 6b, also fife Form 8870. 7a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? . O Y. S 21 No b If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? . . . 7b N A Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 List all officers, directors, trustees, foundation managers and their compensation (see page 23 of the instructions). (b) Trite, and average (c) Compensation (d) Contnbutions to (a) Name and address hours per week (II not paid, enter employee benefit plans (e)other Expense account, allowances devoted to position -0-) and deferred compensation Jeffrey E. Epstein Pres./Director 0 0 0 6100 Red Hook Quarters, St. Thomas, USVI nos hour Darren K. Indyke VP/Director 0 0 0 457 Madison Ave., New York, NY fIns. hi-seer Ghislaine Maxwell Treasurer 0 0 0 do Geor • e V. Delson Associates One. hnee• New York, NY 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 tutelage (0) Connbvti to (a) Name and address of each employee he'd more than 550.000 hours per week (c) Compensation empyee benefit (e) Expense account, devoted to position Plans and deferred other allowances ccagensabon None Total number of other employees paid over 550.000 Form 990-PF (2006) EFTA00190067 • Form 990•PF (2006) edge 7 Part VIII 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." (a) Name and address of each person paid more than $50,000 (b) TYPC of service (c) Compensation David Grosot Consulting 50,000 San Francisco, CA 94131 Total number of others receiving over $50,000 for professional services ► 50,000 Part IX-A Summary of Direct Charitable Activities Lest the foundation's tour largest direct charitable activities dunng the tax year Include relevant statistical information such as the number Expenses of organizations and other beneficianes served, conferences convened, research papers produced. etc 1 2 3 4 Part IX-8 Summary of Pro ram-Related investments (see page 24 of the instructions Describe the two largest program-related mvestments made by the foundation during the lax Year on Ines f and 2 Amount 1 2 All other program-related investments See page 25 al the instructions. 3 Total. Add lines 1 through 3 ► Form 990-PF tam EFTA00190068 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 (of held for use) directly in carrying out charitable, etc , purposes: a Average monthly fair market value of securities la b Average of monthly cash balances lb 4,464,942 c Fair market value of all other assets (see page 25 of the instructions) lc 18,015,066 d Total (add lines la, b, and c) td 22,480,008 e Reduction claimed for blockage or other factors reported on lines la and lc (attach detailed explanation) 1 1e 2 Acquisition indebtedness applicable to line 1 assets 2 3 Subtract line 2 from line Id 3 22,480,008 4 Cash deemed held for charitable activities. Enter 11/2 % of line 3 (for greater amount, see page 26 of the instructions) 4 337,200 5 Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part line 4 5 22,142,808 6 Minimum investment retum. Enter 5% of line 5 6 1,107,140 Part XI Distributable Amount (see page 26 of the instructions) (Section 49420)(3) and (j)(5) pnvate operating foundations and certain foreign organizations check here ► ❑ and do not complete this part ) 1 Minimum investment return from Part X, line 6 1 1,107,140 2a Tax on investment income for 2006 from Part VI, line 5 2a b Income tax for 2006. (This does not include the tax from Part VI ) 2b c Add lines 2a and 2b 2c 0 3 Distnbutable amount before adjustments. Subtract line 2c from line 1 3 1,107,140 4 Recoveries of amounts treated as qualifying distnbutions 4 5 Add lines 3 and 4 5 1,107,140 6 Deduction from distnbutable amount (see page 26 of the instructions) 6 7 Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 7 1 107,140 Part XII Qualifying Distributions (see page 26 of the instructions) 1 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: a Expenses, contnbutions, gifts, etc.—total from Part I, column (d), line 26 la 1,237,003 b Program-related Investments—total from Part IX-8 lb 2 Amounts paid to acquire assets used (or held for use) directly in carrying out chantable, etc , purposes 2 3 Amounts set aside for specific charitable projects that satisfy the: a Suitability test (pnor IRS approval required) 3a b Cash distribution test (attach the required schedule) 3b 4 Qualifying distributions. Add lines la through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 4 1,237,003 5 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income Enter 1% of Part I, fine 27b (see page 27 of the instructions) 5 0 6 Adjusted qualifying distributions. Subtract line 5 from line 4 6 1,237,003 Note:The amount on fine 6 will be used in Pad V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. Form 990-PF (2006) EFTA00190069 'Form 990•PF (2006) P.C. 9 new 41 ail (c) (0) corpus Years roar to 2005 2005 2006 1 Distributable amount for 2006 from Part Xl line 7 1,107,140 2 Undistributed income, if any, as of the end of 2005: a Enter amount for 2005 only 0 • b Total for poor years: 20 20 20 0 I 3 Excess distributions carryover, if any, to 2006: . a From 2001 794.417 - ! b From 2002 638.745 c From 2003 432,491 d From 2064 e From 2005 139,200 f Total of lines 3a through a 2,004,853 4 Qualifying distributions for 2006 from Part XII, line 4: OP $ 1,237,003 __.. — a Applied to 2005, but not more than line 2a 0 3 b Applied to undistnbuted income of prior years (Election f l: . ci y,i '•' i required—see page 27 of the instructions) 0 I .1:- i c Treated as distnbutions out of corpus (Election ' . required—see page 27 of the instructions) ... 0 . d Applied to 2006 distributable amount • ''' • , _. .4r 1,107,140 e Remaining amount distnbuted out of corpus 129,863 . , P .1' , ; 0 5 Excess distnbutions carryover applied to 2006 0 Of an amount appears in column (d), the same ,I: ft- :. .t• 4 ; ..1 r i is I . •,, amount must be shown in column (a).) • -Pf • • I i 't / f • q 6 Enter the net total of each column as • i 6 1• • i.• I • indicated below: r• tAL• 4 ' • tt ; t . - • ) - '-' 1 2,134,716 -..: r . 3,- - • c 1 e's4 ; ' a Corpus. Add lines 3f, 4c, and 40. Subtract line 5 b Prior years' undistributed income. Subtract - ' -. ; .4 .:...1:i. . I • 4 4 line 4b from line 2b 44 0 y : ' L. '• * ."b• • c Enter the amount of prior years' undistributed - • :4 ; : Ft- 4 • i • t.? / . .0 income for which a notice of deficiency has been - •: - .f , .) issued, or on which the section 4942(a) tax has ' :' r''€.1 .0 ,.• . • tte been previously assessed 0 "li? : :.- :I •••• ! 2 d Subtract line 6c from line 6b. Taxable . amount—see page 27 of the instructions 0 • - X : r., , I e Undistributed income for 2005. Subtract line 4a from line 2a. Taxable amount—see page 27 of the instructions 0 i I Undistnbuted income for 2006. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2007 0 I 7 Amounts treated as distnbutions out of corpus i 1 to satisfy requirements imposed by section 17O(b)(1)(E) or 4942(g)(3) (see page 28 of the instructions) 0 8 Excess distnbutions carryover from 2001 not applied on line 5 or line 7 (see page 28 of the instructions) 794,417 9 Excess distributions carryover to 2007. Subtract lines 7 and 8 from line 6a 1,340,299 10 Analysis of line 9: a Excess from 2002 . . 638,745 b Excess from 2003 432,491 c Excess from 2004 d Excess from 2005 . . 139,200 i e Excess from 2006 . . 129,863 Form 990-PF 2o038 EFTA00190070 • Form 990.PF (2006) Page 10 Part XIV Private Operating Foundations (see page 28 of the instructions and Part VD-A, question 9) la It the foundation has received a ruling or determination letter that it is a pnvate operating foundation, and the ruling is effective for 2006, enter the date of the ruling . . . ► b Check box to indicate whether the foundation is a private operating foundation described in section ❑ 49420113) or O 49420XS) 2a Enter the lesser of the adjusted net Tax year Prior 3 years (o) Total income from Part I or the minimum (a) 2006 (c) 2004 investment return from Part X for M 2005 (d) 2003 each year listed b 85% of line 2a e Qualifying distributions from Part XII, line 4 for each yew listed d Amounts included in line 2c not used directly tor active conduct of exempt adm0es e Qualifying distributions 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: a "Assets" alternative test—enter: (1) Value of all assets (2) Value of assets qualifying under section 4944(3)(6k) b -Endowment' alternative test—enter 35 of minimum investment return shown in Part X, ire 6 for each yew listed c -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 organizations as provided in section 49420X3)(OXui) (3) Largest amount of support from an exempt organization . . (4) Gross investment income . . Part XV Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any 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 by the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(4)(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 interest. 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here ► O 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: c Any submission deadlines: d My restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors: Fyn, 990-PF (2008) EFTA00190071 Form 990-PF (2000 Page 11 Part XV Supplementary Information (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment I recipient is an and Recipient show any relationship to Foundation Purpose of grant or any foundabon manager status Pentof contnbution Amount Name and address (home or business) or substantsal contnbutor res a Paid dunng the year Statement 6 Total Pt 3a 1,186,000 b Approved for future payment Total SP 3b Form 990-PF (2006) EFTA00190072 Conn 990-PF (2006) Page 12 Part XVI-A Analysis of Income-Producing Activities E -der gross amounts unless otherwise indicated. Unrelated business scorns Exduded by section 512, 513, or 514 (a) Related er exempt (a) (b) (e) (d) function income Business code Amount Exclusion code Amount pee page 29 of I Program service revenue: the instructions.) a b c d e f g Fees and contracts from government agencies ≥ Membership dues and assessments I Interest on savings and temporary cash investments 14 414,646 I Dividends and interest from securities i Net rental income or (loss) from real estate: I a Debt-financed property b Not debt-financed property I Net rental income or (loss) from personal property r Other investment income I Gain or (loss) from sales of assets other than inventory 18 (52,333) I Net income or (loss) from special events 1 I Gross profit or (loss) from sales of inventory 1 I Other revenue: a From partnerships 14 94,468 b c d e 1 ! Subtotal. Add columns (b). (d), and (e) 1 . F r ' 456,781 13 Total. Add line 12, columns (b), (cf), and (e) 13 456,781 (See worksheet in line 13 instructions on page 29 to verify calculations.) Relationship of Activities to the Accomplishment of Exempt Purposes Line No. Explain below how each activity for which income is reported in column (e) of Part XVI-A contnbuted importantly to the accomplishment of the foundation's exempt purposes (other than by providing funds for such purposes). (See page 29 of the instructions.) N/A Form 990-PF Rom EFTA00190073 •Forrn 990-PF (2006) Page 13 Part XVII Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1Did 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 reporting foundation to a noncharitable exempt organization of: (1) Cash la(1) (2) Other assets la(2) b Other transactions: (1) Sales of assets to a noncharitable exempt organization 1b(1) ✓ (2) Purchases of assets from a noncharitable exempt organization 16(2) ✓ (3) Rental of facilities, equipment, or other assets 1b(3) (4) Reimbursement arrangements 1b(4) (5) Loans or loan guarantees 1b(5) (6) Performance of services or membership or fundraising solicitations lbg4 • Shanng of facilities, equipment, mailing lists, other assets, or paid employees 1c d If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the air market value of the goods, o her 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) One no (Is) Amount involved (c) Name of nonchantatste exempt organization (d) Description 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 527? Yes 21 No b If "Yes," complete the following schedule. (a) Name of organization (h) Type of organization lc) Desonotron of re13IK)nshtp Under penalties of penury, I declare that I ve e this return. including accompanying schedules and statements, and to the best of my knowledge and beket, it is true, correct, and corn fete De aranon tamperer other than taxpayer or fiduciary) is based on a:: informaton of which prepare? has any knowledge. nts.A--,—e JA- . \ --... 1 is-vic-O-) 1 /,,Ati., ' Ru-4,60th' Signe WO of officer or trustee Sign Here Dale r The Date Preparers SSN or PTIN Check if ,__, (See Signature on page 31 Paid self-employed il. U of the instrucuons ) Preparers i zt /46 '7 Preparers signature Use Only Firrn's name (or yours If • V. Delson Associates EN Is self-employed), address, I and ZIP code , New York, NY 10022 Phone no. ( Form 990-PF (2006) EFTA00190074 THE C.O.U.Q. FOUNDATION, INC. FORM 990-PF - Y/E 2/28/07 STATEMENT I Part I, Line I I Other Income Second City Capital Partners I, LP K-I Entity 94,468 Prior period adjustment 190,000 284,468 STATEMENT 2 Part I, Line 16(c) Other Professional Fees Consulting 50,000 Second City Capital Partners I, L.P. K-1 Entity 120,000 Total 170,000 EFTA00190075 THE C.O.U.Q. FOUNDATION, INC. FORM 990-PF - Y/E 2/28/07 STATEMENT 3 Part I, Line 23 Other Expenses Second City Capital Partners L.P. K-I entity 1,926 Filing Fees 1,003 Professional fees - Second City Capital Partners L.P. K-I entity 6,556 Bad debt expense - Second City Capital Partners L.P. K-1 entity 582,151 Total 591,636 EFTA00190076 THE C.O.U.Q. FOUNDATION, INC. EIN FORM 990-PF - Y/E 2/28/07 STATEMENT 4 Part II, Line 13 Other Investments Fair Book Value Market Value Bear Steams Asset Backed Securities Partners LP 7,289,911 11,870,413 Second City Capital Partners I, LP 6,136,808 6,144,653 13,426,719 18,015,066 STATEMENT 5 Part IV, Line 2 Capital Gain Net Income (Lossi Second City Capital Partners I, LP K-1 entity (52,333) EFTA00190077 STATEMENT 6 THE C.O.U.Q. FOUNDATION INC. FORM 990-PF V/E 2/28/07 PART I, LINE 25 AND PART XV CONTRIBUTIONS PAID Qgg 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 OF iCE COPY Fam 8868 (Rev Apra 2007) Application for Extension of Time To File an Exempt Organization Return OMB No 1545-1709 Department el the Treasury ► File a separate application for each return. Internet Revenue Samos • If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box P • If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II (on page 2 of this form). Do not complete Part ll unless you have already been granted an automatic 3-month extension on a previously Ned Form 8868. Part I 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 Part I only P 0 AU other corporations (including 1720-C filers), partnerships, REMIC,s, and trusts must use Form 7004 to request an extension of time to file income tax returns. Electronic Filing (e-tile). 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 returns, 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 wwwirs.govIefile and click on e-file for Charities 8 Nonprofits. Type or Name of Exempt Organization Employer Identification number print THE C.O.U.Q. FOUNDATION, INC. Ale by the Number, street, and room or suite no. If a P.O. box, see instructions. due date for filing your do George V. Delson Associates. return See inst City, town or post office, state, and ZIP code. For a foreign address, see instrucbons. yuctarls New York, NY 10022 Check type of return to be filed (file a separate application for each return): O Form 990 0 Form 9904 (corporation) O Form 4720 O Form 990-BL 0 Form 990-1 (sec. 401(a) or 408(a) trust) O Form 5227 O Form 990-EZ 0 Form 990-T (trust other than above) O Forrn 6069 O Form 990-PF 0 Form 1041-A ❑ Form 8870 • The books are in the care of P Harry Beller Telephone No. P (,-U ) MINK FAX No. • (,.IN. ) • If the organization does not have an office or place of business in the United States, check this box 0 • 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 a. 0 . If it is for part of the group, check this box • 0 and attach a list with the names and Elfils of all members the extension will cover. 1 I request an automatic 3-month (6 months for a section 501(c) corporation required to file Form 990-1) extension of time until October 15 , 20.07 . to file the exempt organization return for the organization named above. The extension is for the organization's return for • 0 calendar year 20 or • 0 tax year beginning March 1 , Y0 06 and ending February 28 . PO 07 2 if this tax year is for less than 12 months, check reason: 0 Initial return 0 Final return 0 Change in accounting period 3a If this application is for Form 990-BL, 990-PF, 990-1', 4720, or 6069, enter the tentative tax, less any nonrefundable credits. See Instructions. 3a 8,000 b If this application is for Form 990-PF or 990-1, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit. 3b 18.872 e Balance Due. Subtract line 3b from line 3a. Include your payment with this form, or, if required, deposit with FED coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions. 3c S 0 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 279160 Form 8868 (Rev. 4-2007) EFTA00190079 OFFICE.' copy Form wee flay. 4-200?) Page 2 • If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II and check this box . . ► Note. Only complete Part II if you have already been granted an automatic 3-month extension on a previously filed Form 8868. ial Type or are filing for an Automatic 3-Month Extension, complete only Part I (on page 1). Additional (not automatic) 3-Month Extension of Time. You must file original and one copy. Nam* of Exempt Organization Employer Identification number print • ry: THE C.O.U.O. FOUNDATION, INC. Fee by the Number, street. and room or suite no. It a P 0 box, see instructions For IRS use only extended • due date lair do GEORGE V. DELSON ASSOCIATES Ming the Oty, town or post office. state. and ZIP code For a foreign address, see Institcbons. • • litv • . .1. . I I'd:: ••• * ratan. Sea : • • instructions. NEW YORK, NY 10022 „.•. .. .' Check type of return to be filed (File a separate application for each return): O Form 990 0 Form 990-PF O Form 1041-A O Form 6069 O Form 990-BL O Form 990-T (sec. 401(a) or 408(a) trust) O Form 4720 O Form 8870 O Form 990-EZ O Form 990-T (trust other than above) O Form 5227 STOPI Do not complete Part II if you were not already granted an automatic 3-month extension on a previously filed Form 8868. • The books ere In the cda of w. HARRY BELLER Telephone No. • i. AI ) MIK FAX No. ii• (---1. ) IIIIIII. • If the organization does not have an office or place of business in the United States, check this box W O • If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEM If this is for the whole group, check this box • O . If it is for part of the group, check this box • O and attach a list with the names and EINs of all members the extension is for. 4 I request an additional 3-month extension of time until JANUARY 15 20 °S 6 For calendar year or other tax year beginning MARCH 1 , 20."., and ending FEBRUARY a P0.07 6 If this tax year is for less than 12 months, check reason: O Initial return O Final return O Change in accounting period 7 State in detail why you need the extension CERTAIN INFORMATION NECESSARY FOR A COMPLETE AND ACCURATE RETURN IS NOT YET AVAILABLE 8a If this application is for Form 990-BL, 990-PF, 990•T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits. See instru tions Ba S 8,000 b If Ova 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 amount paid previously with Form 8888. Bb 18,872 c Balance Due. Subtract line 8b from line 8a. Include your payment with this form, Of, if required, deposit with FTD coupon or, if required, by usng EFTPS (Electronic Federal Tax Payment System). See instructions. 8c $ 0 Signature and Verification Under penalues cd peitury. I memo that I have examined this form including accceripanyirg schedules and staterrients. and to the best of my knowiccroo and bailer. d a Imo. correct, and complete, and dud I am fitatKAZIld to prepare this loon. Signature • Title ► Dale • Notice to Applicant. (To Be Completed by the IRS) Wo have approved this application Please attach this form to the organization's mtum. We have not approved this application However, we have granted a 10-day grace period from the later of the dale shown below or the due date of the organization's return (including any prior extensions). This grace period is considered to be a valid extension of limo for elections otherwise required to be made on a timely return. Please attach this form to the organization's return. We have not approved this application. After considenng the reasons stated in item 7. we cannot grant your request for an extension of time to file. We are not granting a 10-day grace period We cannot consider this application because rt was bled after the extended due date of the return for which an extension was requested Other By: Director Date 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. Name 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