EFTA00312858

George V. Delson Associates e ep one December 26, 2012 The C.O.U.O. Foundation, Inc. INSTRUCTIONS FOR FILING ATTACHED TAX RETURN RETURN Form N NY Annual Report ENCLOSED Year: Y/E 11/19/12 TO BE SIGNED By: Trustee on page One in space indicated AMOUNT-OF-TAX payable as follows: ally Amount No tax due. / Ce (..c o ' I - / /8 /261 II ) Please record these dates on your diary and make payments promptly to avoid penalties. DRAW CHECK TO No payment necessary New York State Department of Law MAIL RETURN Charities, Trusts and Estates Bureaus AAND-Gl4€G14 BY CERTIFIED MAIL TO on or before: As soon as possible The return marked "TAXPAYER'S COPY" should be conformed and is to be retained for your files. Attach receipts together with returned cancelled check(s) to your copy. EFTA00312858 DARREN K. INDYKE DARREN K. INDYKE. PL Telephone: Telecopier: email: January 8, 2013 NYS Department of Law Office of the Attorney General Re: The C.O11.O Foundation, Inc. Dear Sir or Madam: We hereby request that the Charities Bureau close the registration for The C.O.U.Q Foundation, Inc., a Delaware corporation, now dissolved. At the time of dissolution, the corporation had no assets. Enclosed, as required, is Form CHAR 500 marked "Final filing" and a copy of IRS Form 990-PF marked "Final return. Very truly yours, Darren K. Indyke EFTA00312859 Annual Filing for Charitable Organizations Form CHAR500 New Yet* Sate Department of Law (Office of the Attorney General) 2 0 12 Charities Bureau • Registration Section 120 Broadway Open to e ton Public °”--tr:.•i• Opt , Inspci 1. General Information a. For the fiscal year beginning enweetyrrn 03/01 / 2 0 1 2 and ending (nrnleiWyfyy) 11/1012 b Check if applicable for NYS: a. Name of meanie/aeon O. Fed. employer ID no. IF 14) (et it) C Address change 4. NY stale registralsan no (11-83-011 El Name change 0 Initial filing THE C.O.U.G. FOUNDATION. INC. 06-34-76 Number sod Street (Oa. box it mail nal delivered le street address) Room/sues I. Telepatme numb.. El Final filing =GEORGE V. DELSON ASSOCIATES 0 Amended filing 0 NY registration pending ray or town. aisle or country and Dp • 4 9. Small NEW YORK NY 10017 2. Certification -Two Signatures Required We certify under penalties of perjury that we reviewed this report, incluiftng all attachments, and to the best of our knowledge and ballet. they are Ina correct and complete in accordance with the of the State of Newer applicable to this report K INDYKE VICE PRESIDENT a President or Authorized Officer PrmedNeme Title b. Chief Financial Officer or Treat. RICH KAHN TREASURER Muria Printed Name 416 3. Annual Report Exemption Information a. Article 7-A annual report exemption (Article 7-A registrants and dual registrants) Check C> L I if total contributions from NY State (including residents. foundations. corporations, government agencies, etc.) did not exceed 525000 and the organization rid not engage a professional fund raiser (PFR) or fund raising counsel (FRC).to solicit contributions dicing this fiscal year. NOTE: An organization may claim this exemption if no PFR or FRC was used and either: 1) it received an allocation from a federated fund. United Way or incorporated community appeal an contributions from other sources did not exceed 525.000 or 2) it received all or substantially all of its contributions from one government agency to which it submitted an annual report similar 10 that required by Article 7-A. b. EPTL annual report exemption (EPTL registrants and dual registrants) Check * it gross receipts did not exceed 525,000 and assets (market value) did not exceed 525.000 at any time during this fiscal year. For EPTI. or Ararde.ze registrants Nakao° Oa Nonni report exemption under the one In under which they ere seclisteced ens for deal tetellehts Meaning Me annual capon exemptions under both awl, anply do melee pan l (General Information). part 2 (Denitteafen) and part 3 (Annual Report Exemption leformsibn)abOve. pe no( atunli • lee. #0 nO(comphwe the fonowing sconounes and Oo no( submit any anchmeafis 10 this bra. 4. Article 7-A Schedules II you did not check the Athol* 7-A annual report exemption above. complete the followng for this Wel year: a. 04 the organization case a professional fund raiser. fund rainy counsel or commercial co-venturer for fund raising activity In NY Slate? ..0 Yes* C No • If "Yes", complete Schedule 4a. b. Did IN organizelion receive government conulbubons (grants)? C Yes": No • If "Yes". complete Schedule 4b. 5. Fee Submitted: See last page for summary of fee requirements. Indicate the filing fee(s) you are submitting along with this form: a. Article 7-A filing fee $ Submit only one check or money order for the b. EPTL filing loo $ total fee, payable to "NYS Department ofLew" c. Total fee $ 6. Attachments - For organizations that are not claiming annual report exemptions under both laws, see last page for required attachments -0-1-4 1 CHAR500 - 2012 EFTA00312860 Form 990-PF Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust Delany: of tOs Treasury Treated as a Private Foundation Internal Revenue Stre.C9 Nota. The foundation may be able to use a copy of the Men to satisfy state reportng requirement& For calendar year 2012 or tax year beginning MARCH 1 .2012, and ending NOVEMBER 19 . 20 12 Name of foundation A Employer identification number THE C.O.U.Q. FOUNDATION. INC. 13.3990471 Number and street (cap. box number If mai is not delivered to street address) poomsuite B Telco:cone number ;sot inSlAranei CIO GEORGE V. DELSON ASSOCIATES, US SECOND AVENUE City or town. state. end ZIP code C it okemption application ii. pending. chock hone 0 NEW YORK, NY 10017 O Check all that apply: 0 Initial return . • . M Initial return of a former public charity D 1. Foreign orgarkradons, check hen . Amended return 0 Final return 0 2. Foreign organizatiore meeting the 85% lest 0 ❑ Name change 0 Address change check tee and shad, compute :on - • ii• P H Check type of organization: 0 Section 501(c)(3) exempt private foundation E If privet° foundation status was terminated occur . . . . eO 0 Section 4947(a)(1) nonexempt charitable trust 0 Other taxable private foundation soction 5070641%N. check here I Fair market value of al assets at J Accounting method: 0 Cash • Accrual F If the foundation is in a 60-month termination end of year (from Pan II, col. (c), M Other (specify) under scion 5071b)(1)(8). Cheek hero - . Il. O line 16) Is. $ 0 Parr I, column (d1must be on cash basis.) litaal Analysis of Revenue and Expenses (The tomI of (e) Revenue and (0) DiStenernents amounts in columns (b), (c). and (d) may not necul-wilY equal expenses per (b) Net investment (e) Merrell MX for charitable bocie intorno income purposes the amounts h column (al (see instructions}) ash basis only) 1 Contributions, gifts, grants, etc., received (attach schedule) 2 Check II...if the foundation is not retitled to attach Sch. B 3 Interest on savings aid temporary cash investments 4 Dividends and interest from securities . . . . 5a Gross rents b Net rental income or (Toss) Revenue ea Net gain or (loss) from sale of assets not on me 10 b Gross sales :rice for all assets on fine 6a 7 Capital gain net income (from Part IV, line 2) . . 8 Net short-term capital gain 9 Income modifications 10a Gross sales less returns and akwances b Loss: Cost of goods sold . . . c Gross profit or (loss) (attach SChedu e) . . 11 Other income (attach schedule) 12 Total. Add lines 1 through 11 13 Compensation of officers, directors, trustees, etc. Operating and Administrative Expenses 14 Other employee salaries and wages 15 Pension plans, employee benefits 16a Legal tees (attach schedule) b Accounting fees (attach schedule) c Other professional fees (attach schedule) . . 17 Interest 18 Taxes (attach schedule) (see instructions) . . . . 19 Depreciation (attach schedule) and depletion STMT 1 1,203 20 Occupancy 21 Travel, conferences, and meetings 22 Printing and publications 23 Other expenses (attach schedule) . . STMT 2 7.449 3.045 24 Total operating and administrative expenses. Add lines 13 through 23 8.652 25 Contributions, gifts, grants paid 26 Total expenses and disbursements. Add lines 24 and 25 8.652 3,045 27 Subtract fine 26 from line 12: a Excess of revenue over expenses and disbursements (8,652) b Net investment income (d negative, enter -0-) . c Adjusted net Income (if negative, enter -0-) . . For Paperwork Reduction Act Notice, see Instructions. Cat. No. 11289X to m 990-PF (2912) EFTA00312861 Form 990-PF .:2012) Far 2 Attached emecues and nut in he deserlptica edam Beginning or yew End of year Part II Balance Sheets shoed belx end-of-yes anutrits ody. (Ste instrectims.) Mecca Value Ibl Sock Value (c) Fair MErket Value 1 Cash—non-Interest-bearing 3,045 0 0 2 Savings and temporary cash investments 3 Accounts receivable ts.' ..C1 Less: allowance for doubtful accounts lo 4 Pledges receivable to .... _ .. ._.. Less: allowance for doubtful accounts Ilo 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see institutions) . . 7 Other notes and loans receivable (attach schedule)/ • .1i1 : '1 :::ii Less' allowance for doubtful accounts,- 4 8 Inventories for sale or use 9 Prepaid expenses and deferred charges 2 ct 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 buildngs, and equipment: basis1 ..2_ _ - • • • •— • . -.-- •- - ..- ._... Less: accvmubted depreciation (attach schedule)1 12 Investments-mortgage loans 13 Investments-other (attach schedule) 14 Land, buildings, and equipment: basis,. • Less' accumulated depreciation (attach schedule)1 5,607 15 Other assets (describe ilo ) 16 Total assets (to be completed by as filers-900 the Instructions. Also, see page 1, item I) o o 17 Accounts payable and accrued expenses to 18 Grants payable R ...= 19 Deferred revenue l= 20 Loans from officers, directors, trustees, and other disqualified persons .O ttl 21 Mortgages and other notes payable (attach schedule) . . . 22 Other liabilities (describe In. ) 23 Total liabilities (add lines 17 through 22) Foundations that follow SFAS 117, check here . . to 0 Ic and complete lines 24 through 26 and lines 30 and 31. on 24 Unrestricted g 25 Temporarily restricted -a 26 Permanently restricted c Foundations that do not follow SFAS 117, check here 1 0 O u. and complete lines 27 through 31. 8 27 Capital stock, trust principal, or current funds on 4- e 28 Paid-in or capital surpius, or land, bldg., and equipment fund ° 29 Retained earnings, accumulated income, endowment, cr other funds 8,652 0 < 30 Total net assets or fund balances (see instructions) . . 8,852 0 0 31 Total liabilities and net assets/fund balances (see instructions) 8,652 0 II 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 end-of-year figure reported on prior year's return) 1 8.652 2 Enter amount from Part I, line 27a 2 (0,652) 3 Other increases not included in line 2 (itemize)1 3 4 Add lines 1, 2, and 3 4 0 5 Decreases not Included in line 2 (itemize) 1 5 0 6 Total net assets or fund balances at end of yew (line 4 minus line 5) —Part II, column (b), line 30 . 6 0 Form 990-PF 12012) EFTA00312862 Form 990-n (2012) Page 3 Capital Gains and Losses for Tax on Investment Income (a) List and describe the kind(s) of property sold M., mil estate. (s) How acquired (c)Date acquired (d) Date sold 2.stoiy brick warehouse; a common stock., 200 MS. MC CO P— DPurchase — Donation Ono., day. VU (no.. day. yr.) la b C d e (e) Gress sales price M CePreclaton albwed kg Cosa or other basks kx Gain or (loss) (or alicnvable) Pius excess of sale 06 okra (0 minus CO a b C d e Complete only for assets showing gent in column (h) and owned by the foundation on 12/31/69 8) Gains (Col. 06 gain mines g) Adjusted basis 66 Excess or col. col. M. bot not less Mai .0-) or a. eS Of 12/31/69 0 Losses (from col. (h)) as of 12/31/69 over col. (0, if any a c d a 2 3 Capital gain net income or (net capital loss) f If gain, also enter in Part I, line 7 If (loss) enter -0- in Part I, line 7 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 instructions). If (loss), enter -0- in) Part I. line 8 3 1 Part V Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.) If section 4940(d)(2) applies, leave this pat blank. Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? 0 Yes al No If "Yes," the foundation does not qualify under section 4940(e). Do no complete this part. 1 Enter the appropriate amount in each column for each year; see the instructions before making any entries. fa) (b In) (d) Base period years Ciabibetion ratio Candy year (or tax year beginning in) Misted qualifying dial-it:O11Oft Net yaks of noncharitable-in• nuts (col. Is) divided Wool. (O) 2011 50,046 31,766 1.575468 2010 73.586 43.550 1.689690 2009 262.855 63.869 4.115533 2008 220,541 89,044 2.476764 2007 18.671.736 13,057.835 1.429925 2 Total of line 1, column (d) 2 11.287370 3 Average distribution ratio for the 5-year base period—divide the total on fine 2 by 5, or by the number of years the foundation has been in existence if less than 5 years 3 2.257474 4 Enter the net value of nonchantable-use assets for 2012 from Part X. Ilne 5 4 1,500 5 Multiply line 4 by line 3 5 3,386 6 Enter 1% of net investment income (1% of Part I, line 27b) 6 0 7 Add lines 5 and 6 7 3,386 8 Enter qualifying dIstnbutIons from Part XII, line 4 8 3,045 If ins 8 is equal to or greater than Ina 7, chock the box in Part VI, line lb, and complete that part using a 1% tax rate. See the Pal VI instructions. Form 990-PF (2012) EFTA00312863 Form 990-PF (2012) Page 4 Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see Instructions) 1a Exempt operating fottdations described in section 4940(d)(2), check hereto. 0 and enter "N/A" on tine 1. Date of ruing or determination letter (attach copy of letter If necessary—see instructions) b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 0 here l• 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 (incase) tax (domestic section 4947(aX1) trusts and taxable foundations only. Others enter -0-) 4 5 Tax based on investment income. Subtract line 4 from fine 3. If zero or less, enter -0- . . . . 5 0 6 Credits/Payments: r. a 2012 estimated tax payments and 2011 overpayment credited to 2012 6a :Y•tt b Exempt foreign organizations—tax withheld at source 8b c Tax paid with application for extension of time to file (Form 8868) 6c d Backup withholding erroneously withheld 6d 7 Total credits and payments. Add lines 6a through 6d 7 8 Enter any penalty for underpayment of estimated tax. Check here O 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 ► 9 0 10 Overpayment If line 7 is more than the total of lines 5 and 8, enter the amount overpaid . . IP" 10 11 Enter the amount of fine 10 to be: Credited to 2013 estimated tax Refunded ► 11 Part VII-A Statements Regarding Activities le During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it Yes No participate cr intervene in any political campaign? la ✓ b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions for the definition)?' lb ✓ If the answer is "Yes" tc la or lb, attach a detailed description of the activities and copies of any materials published or distributed by the foundation in connection with the activities. c Did the foundation file Form 1120-POL for this year? le 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. P. $ • Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers. fr• $ 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 . . 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? 4a ✓ b If 'Yes," has it filed a tax return on Form 990-T for this year? 4b A 5 Was there a liquidation, termination, dissolution, cr substantial contraction during the year? 5 ✓ If "Yes," attach the statement required by GeneralInstruction 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 affections that conflict with the state law remain in the governing instrument? 6 7 Did the foundation have at least 86,000 in assets at any time during the year? If "Yes," complete Part ii, col (0, and Part XV 7 ✓ 8a Enter the states to which the foundation reports or with which it is registered (see instructions)," NEW YORK b if the answer is 'Yee to fine 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 Wo,"attach explanation 8b 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(0(3) or 49420)(5) for calendar year 2012 or the taxable year beginning in 2012 (see instructions for Part K11/)? If "Yes." complete Part XIV 9 10 Did any persons become substantial contributors during the tax year? If 'Yes," attach a schedule listing their names and addresses 10 ✓ Fain 990-PF (2012) EFTA00312864 Form 990-PF pm) Pages Part VII-A Statements Regarding Activities (continued) 11 At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the moaning of section 512(b)(13)? If "Yes," attach schedule (see instructions) 11 12 Old the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privileges? If 'Yes,* attach statement (see instructions) 12 I 13 Did the foundation comply with the pubic inspection requirements for its annual returns and exemption application? 13 Websito address to 14 The books are in care of Ili GEORGE V. DELSON ASSOCIATES Telephone no. ► 212-355-2404 Located at Ilt• 885 SECOND AVENUE. NEW YORK, NY ZIP+4 ► 10017 15 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here I. O arid enter the amount of tax-exempt interest received or accrued during the year ) 1' 1 15 I 16 At any time during calendar year 2012, did the foundation have an Interest in or a signature or other authority Yes No over a bank, securities, or other financial account in a foreign country? 16 V See the instructions for exceptions and filing requirements for Form 1D F 90-22.1. If 'Yes,' enter the name of : "' the foreign country IN- 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 1a 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? . . O Yes 0. No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? O Yen No pi (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? . O Yes a No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? . ❑ Yoe El 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 ID 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 period after termination of government service, if terminating within 90 days.) O Yes 0 No b If any answer is 'Yes" to la(1)-(6), did any of the acts fall to qualify under the exceptions described in Regulations section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? 1b A 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 2012? lc 2 Taxes on failure to distribute Income (section 4942) (does not apply for years the foundation was a private operating foundation defined in section 4942Q)(3) or 49420)(5)): a At the end of tax year 2012, did the foundation have any undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning before 2012? ❑ Vas [IN° If "Yes." list the years It• 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 instructions.) 2b c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here. tio 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? O Yes CI No b If ''Yes," did it have excess business holdings In 2012 as a result of (1) any purchase by the foundation or disqualified persons after May 26,1969; (2) the lapse of the 5-year period (or longer period approved by the Commissioner under suction 4943(cX7)) 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 2012) N A 4e Did the foundation invest during the year any amount In a manner that would jeopardize its charitable purposes? 4a I b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize Its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2012? 4b Fam 990-PF izo12) EFTA00312865 Form 990-PF (2012) Page 6 a II-B Statements Regarding Activities for Which Form 4720 May Be Required (continued) 5a During the year did the foundation pay or incur any amount to: (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ❑ Yes No (2) Influence the outcome of any specific public election (see section 4955); or to carry on, dreary, 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(d)(2)? (see instructions) Dios p NO (5) Provide for any purpose other than religious, charitable, scientific, literary, a educational purposes, or for the prevention of cruelty to children or animals? Dyes 0 No b If any answer is "Yes" to 5a(1)—(5). did any of tha transactions fail to qualify under the exceptions described in Regulations section 53.4945 or In a current notice regarding disaster assistance (see instructions)? . 5b 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 exemption from the tax because it maintained expenditure responsibility for the grant? O Yee El No If "Yes," attach the statement required by Regulations section 53.4945-5(d). 6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? O Yes 0No b Did the foundation, during the year. pay premiums, directly or indirectly, on a personal benefit contract? . 6b If "Yes" to 6b, file Form 8870. 7a At any lime during the tax year. was the foundation a party to a prohibited tax shelter transaction? O Yes 0 No b If "Yes," did the foundation receive any proceeds or have any net income attributable to the transaction? . 7b 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 instructions). (b) Tile. aril average (4 Compensation (d) Com-Marione to Expense loth, secant, (a) Name and address hours per week (II not paid, employee benefit plans anowances devoted to position enter -0-) and ceforred compensation (e JEFFREY E. EPSTEIN PRESIDENT MOO RED HOOK QUARTER, B3. ST. THOMAS. VI 00802 3 0 0 0 VICE PRESIDENT 1 0 0 0 RICH KAHN TREASURER 1 0 0 0 2 Compensation of five highest-paid employees (other than those included on line 1—see Instructions). If none, enter "NONE." IN Title, and average WI Comnbutices to haul per week (C) compensattc employee benefit le) Expense account. (a) Name and address of each employee pa4 more Man $50.000 plans and deferred other anorrances devoted to position compensation NONE Total number of other employees paid over $50,000 s• o con 990-PF (2012) EFTA00312866 Form 990•PF (2012) Page Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) 3 Rye highest-paid independent contractors for professional services (see instructions). If none, enter •NONE." is Name vat *Sass of each paean paid more than $50,000 (I,) Typo of service (c) Compensation NONE Total number of others receiving over $50,000 for professional services 0 Part IX-A Summary of Direct Charitable Activities List the loundatIon'a far lamest react charitable ecIMUes outing the tax yew. Inclide relevant staid:Cat nrormation such as the number of Expenses orgerizetions and other teneiciaries served, conferences convened. research papas practiced. etc. 1 NONE 2 3 4 251- 0.15- Summary of Program-Related Investments (see instructions) Cesonoe the two largeSt pregramwelated investments made by the foundation during the tax youon lines 1 and 2. Amount 1 NONE 2 M other prowsm.related investments. See Instructions 3 Total. Add lines 1 through 3 la 0 Fain 990-PF (2012) EFTA00312867 Firm 9SOPF (2012) Pap 8 Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.) 1 Fair market value of assets not used (cr held for use) directly in carrying out charitable, etc.. purposes: a Average monthly fair market value of securities to b Average of monthly cash balances lb 1,623 c Fair market value of all other assets (see instructions) lc 0 d Total (add lines lo b, and c) 1d 1.623 e Reduction claimed for blockage or other factors reported on lines 1a and lc (attach detailed explanation) 1e 2 Acquisition indebtedness applicable to line 1 assets 3 Subtract iine 2 from line Id 3 1.523 4 Cash deemed held for charitable activities. Enter 1 /12 % of line 3 (for greater amount, see instructions) 4 23 5 Net value of noncharitable-use assets. Subtract line 4 from fine 3. Enter here and on Part V, line 4 5 1,500 6 Minimum investment return. Enter 5% of line 5 6 75 part XI Distributable Amount (see instructions) (Section 494203) and (8(5) private operating foundations and certain foreign organizations check hole b. 0 and do not complete this part.) 1 Minimum investment return from Part X, line 6 75 2a Tax on investment income for 2012 from Part VI, line 5 b Income tax for 2012. (This does not include the tax from Part VI.) 2b l c Add lines 2a and 2b 3 Distributable amount before adjustments. Subtract line 2c from line 1 3 75 4 Recoveries of amounts treated as qualifying distributions 4 5 Add lines 3 and 4 5 75 6 Deduction from distributable amount (see instructions) 6 7 Distributable amount as adjusted. Subtract line 6 from ine 5. Enter here and on Part XIII, line 1 7 75 Fiart XII Qualifying Distributions (see instructions) 1 Amounts paid (including administrative expenses) to accomplish charitable, etc.. purposes: aExpenses, contributions, gifts. etc.—total from Part I, column (d), line 26 la 3445 bProgram-related investments—total from Part IX-B lb 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes 2 3 Amounts set aside for specific charitable projects that satisfy the: a Suitability test (prior IRS approval required) b Cash distribution test (attach the required schedule) 3b 4 Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 4 3 045 6 Foundations that qualify under section 4940(e) for the reduced rate of tax on not investment income. Enter 1% of Part I, line 27b (see instructions) 5 6 Adjusted qualifying distributions. Subtract line 5 from lire 4 6 3 045 Note. The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. Fcm, 990-PF (2012) EFTA00312868 Faro 990-PF 12012) Page 9 lora Undistributed Income (see Instructions) (e) (b) 94 (d) 1 Distributable amount for 2012 from Part XI, Corpus Yews prior lo 2011 2011 2012 fine 7 75 2 Undistributed income, if any, as of the end of 2012: a Enter amount for 2011 only 0 b Total for prior years: 20 ,20 ,20 0 3 Excess distributions carryover if any, to 2012: a From 2007 18,027,104 b From 2008 218.091 c From 2009 259,662 d From 2010 71,408 e From 2011 48,456 f Total of lines 3a through e 18.622,723 4 Qualifying distributions for 2012 from Part XII, line 4: ► $ 3.015 a Applied to 2011, but not more than line 2a . b Applied to undistributed income of prior years (Election required—see instructions) . . . 0 c Treated as distributions out of corpus (Election required—see instructions) d Applied to 2012 distributable amount . 75 e Remaining amount distributed out of corpus 2,970 5 Excess distributions carryover applied to 2012 0 9! an amount appears in column (0, the same amount mist be shown in column (a).) 6 Enter the net total of each column as indicated below: a Corpus. Add lines 31.4c, and 4e. Subtract line 5 18,625,693 b Prior years' undistributed income. Subtract line 4b from line 2b 0 c Enter the amoixt of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed . . . . 0 d Subtract line 6c from line lib. Taxable amount —see instructions 0, • Undistributed income for 2011. Subtract line 4a from line 2a. Taxable amount—see instructions 0 Undistributed income for 2012. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2013 0 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(bX1XF) or 4942(g)(3) (see instructions) . 0 8 Excess distributions carryover from 2007 not applied on line 5 or line 7 (see instructions) . 18,027,104 9 Excess distributions carryover to 2013. Subtract lines 7 and 8 from line 6a . 598.589 10 Analysis of line 9: a Excess from 2008 . 216.091 b Excess from 2009 . 259,662 c Excess from 2010 . 71.408 d Excess from 2011 . 48,458 e Excess from 2012 . 2,970 !cern 990-PF (2Cl2) EFTA00312869 Ran 99344F 2012) Page 10 Part XIV Private Operating Foundations (see instructions and Part VII-A, question 9) la If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2012, enter the date of the ruling ► b Check box to indicate whether the foundation Is a private operating foundation described In section ID 49420(3) or (3 49420(5) 2a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part I or the rrinimum (a) Total (a) 2012 m 2011 (c)2010 (4 2009 .nvestment return from Part X for each year fluted . . . • • b 85% of line 2a c Qualifying distributions from Part XII, ine 4 for each year Sated . . . . d Amounts inaided in fine 2c not used diredly for active conduct of exempt activities . e Qualifying distnbuticeis 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 4942Q)(3)(9)(1) . . . b 'Endowment" alternative test —enter 'I, of minimum investment return shown in Part X, line 6 for each year listed . . • c 'Support" alternative test —enter: (1) Total support other than gross investment Income (interest, dvidends, 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 49420)(3X8)(iii) . . . . (3) Largest amount of support from an exempt organization . . . (4) Gross investment income . . . Pail XV Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year—see 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(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 equay largo portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest. NONE 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here 19. ID if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants. etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number or e-mail 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 My submission deadlines: d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors: Form 990-PF (2012) EFTA00312870 Farm 990-PF (9012) Peg* i Ilierdia Supplementary Information (continued) 3 Grants and Contributions Paid Durinq the Year or Approved for Future Payment ft ro4iant a an inevicksi, Foumanon Recipient SNOW any relationship to Roposo of grant or stalls of kraount any .cunclreioAbuer concributoon Name and address (home or business) or sutstonbel tor recIPlenl a Paid during the year NONE Total li. 3a 0 b Approved for future payment NONE Total ► 31) 0 ram 990-PF (2012) EFTA00312871 Form 9SOPF (1012) Pepe 12 F]"i*4ILl Analysis of Income-Producing Activities Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by secton 512, 513, or Ste (el Related or exempt la) rot (o) (4 emotion income Business cede Amount Exclusion code Amount (See instruction.) 1 Program service revenue: a b • c d a f g Fees and contracts from government agencies 2 Membership dues and assessments . . . . 3 Interest on savings and temporary cash investments 4 Dividends and interest from securities . . . . 5 Net rental income or goss) from real estate: a Debt-financed property b Not debt-financed property 6 Net rental income or (toss) from personal property 7 Other investment income 8 Gan or (loss) from sales of assets other than inventory 9 Net income or (loss) from special events . . . 10 Gross profit or (loss) from sales of inventory . . 11 Other revenue: a b c d e 12 Subtotal. Add columns (b), (d), and (e) . . . 13 Total. Add line 12, columns (b), (d), and (e) 13 (See worksheet in fine 13 instructions to verify calculations.) .Part XVI-B Relationship of Activities to the Accomplishment of Exempt Purposes Lino No. Explain below how oath activity for which income Is reported In column (a) of Pail XWA contribatod importantly to the V accomplishment of the foundation s exempt purposes (other than by providing funds for such purposes). (See instructions.) WA ram 990-PE(a12) EFTA00312872 Fenn 990-PF WIZ Page 13 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 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(cX3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting foundation to a noncharitable exempt organization of: (1) Cash 1a(1) (2) Other assets ta(2) ✓ b Other transactions: (1) Sales of assets to a noncharitable exempt organization 1b(11 (2) Purchases of assets from a noncharitable exempt organization 1b(2) ✓ (3) Rental of facilities, equipment, or other assets 16(3) ✓ (4) Reimbursement arrangements 16(41 ✓ (5) Loans or loan guarantees 1b(5) ✓ (6) Performance of services or membership or fundraising solicitations 1031 ✓ c Sharing of facilities, equipment, mailing lists, other assets, or paid employees lc ✓ d 11 the answer to any of the above is "Yes; complete the following schedule. Column (b) should always show the fair 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 sharing arrangement. show in column (d) the value of the goods, other assets, or services received. NO Line no. pc amount reroNed (e) Name of nonchatable exempt erganlzabon (d) Dellakton et transfers, minsacdons, and dating arrangements 2a Is the foundation directly or indirectly affiliated with, or related to, ono or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(cX3)) or in section 527? O Yes 0 No b If Yes," complete the following schedule. (a) Mn of antic:Jaen (b) Typo of orgenIzaban (a) onenpuon or relationship Under Densities d penury. 1 dookee the I have exalt d In rean, rockdin; accormanyna Schedules and stateme-'4, at to t'e best of my knovAste and WWI et We, si gn correct_ and complete. Dedarntri of paper (oat than cupayer) a based on al Sonnet= of until pavan" hap antleege. ty the MS tun et tom et the prepare three teat Here I , Pee Issetsonsfi IZIYes0No Signalise ot officer cr trustee Date Title RIM/Type preparers name Preparers sigruaura Cate MIN Paid Cheek CI if solf-empbyad Preparer PAUL M. EVANS Firm EIN . Use Only stemma Ir- PAUL EVANS CPA Rem's address e Phone no. Form 990-PF poi 71 EFTA00312873 13-3996471 THE C.O.U.Q. FOUNDATION, INC. FORM 990-PF YE 11/19/12 STATEMENT 1 Part I, Line 19; Part II, Line 14: Depreciation Furniture & Equipment 17,954 7 years Double Declining Balance Half-Year Convention STATEMENT 2 Part 1, Line 23: Other Expenses Accounting $2,495 Filing Fees 550 Abandoned Equipment 4.404 Total $7;149 EFTA00312874 13-3996471 THE C.O.U.Q. FOUNDATION,1NC. FORM 990-PF YE 11/19/12 STATEMENT PURSUANT TO GENERAL INSTRUCTION "T" Part VII Line 5: The Foundation was dissolved on November 19, 2012. At the time of dissolution, the Foundation had no assets and was thus not required to make a final distribution. EFTA00312875 N. Y. S. DEPARTMENT OF STATE DIVISION OF CORPORATIONS AND STATE RECORDS ALBANY, NY 12231-0001 FILING RECEIPT =a= ===a==a a= = a ENTITY NAME: THE C.O.U.Q. FOUNDATION, INC. DOCUMENT TYPE: TERMINATION (FOR. NFP) COUNTY: NEWY =====... ===---=========================== FILED:12/12/2012 DURATION:********* CASH#:121212000450 FILM #:121212000410 FILER: DARREN K. INDYKE PLLC • 00 00000 00 REGISTERED AGENT: ectof NEres.*.O. v .. s.1.41.? .5.4EN TO •.......... =a =1=2”3===flia========= SERVICE COMPANY: CT CORPORATION SYSTEM - 07 SERVICE CODE: 07 FEES 90.00 PAYMENTS 90.00 FILING 30.00 CASH 0.00 TAX 0.00 CHECK 0.00 CERT 0.00 CHARGE 0.00 COPIES 10.00 DRAWDOWN 90.00 HANDLING 50.00 OPAL 0.00 REFUND 0.00 4============== 8627716CAS DOS-1025 (04/2007) EFTA00312876 Delaware PAGE 1 'e First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DISSOLUTION OF "THE C.O.U.Q. FOUNDATION, INC.", FILED IN THIS OFFICE ON THE NINETEENTH DAY OF NOVEMBER, III. 2012, AT 11:29 O'CLOCK III. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. therve.mock.secmtaryastate 2871726 8100 AUTHEN TION: 9997004 121241663 DATE: 11-19-12 You may verify this certificate online at cozp. deJavan!.srovlauthver shoal EFTA00312877 State of Delaware Secretary of State Division ofCorporations Delivered 11:29 AM 11/19/2012 FILED 11:29 AM 11/19/2012 SRV 121241663 - 2871726 F1LE CERTIFICATE OF DISSOLUTION OF THE C.O.U.Q. FOUNDATION, INC. The C.0.U.Q. Foundation, Inc., organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The dissolution of the Corporation has been duly authorized in accordance with the provisions of Section 276(a) of the General Corporation Law of the State of Delaware. 2. The date of filing of the Corporation's original Certificate of Incorporation in the State of Delaware was March 16, 1998. 3. The date the dissolution was authorized was November 12, 2012. 4. The names and addresses of the directors and officers of the Corporation are as follows: NAME 'TITLE ADDRESS Jeffrey E. Epstein Director and President 6100 Red Hook Quarter, B3 St. Thomas, USV1 00802 Darren K. lndyke Director, Vice President 575 Lexington Ave., 4th FL and Secretary New York, NY 10022 Richard Kahn Director and Treasurer 575 Lexington Ave., 4th FL New York, NY 10022 5. The Corporation has no assets and has ceased transacting business. 6. The Corporation, for each year since its incorporation in the State of Delaware, has not been required to pay franchise tax prescribed by Section 503 of the General Corporation Law of the State of Delaware. 7. The Corporation has paid all fees due to or assessable by the State of Delaware through the end of the year in which the Certificate of Dissolution of the Corporation is filed. Dated: November a, 2012 By /14„,t,_ a Darren K. Indyke Vice President EFTA00312878 EXHIBIT A PLAN OF DISSOLUTION OF THE C.O.U.Q. FOUNDATION, INC. The Board of Directors of The C.O.U.Q. Foundation, Inc., a Delaware non- stock, non-profit corporation (the "Corporation"), by unanimous written consent, having considered the advisability of dissolving the Corporation, and it being the unanimous opinion of the Board that dissolution is advisable and it is in the best interests of the Corporation to effect such a dissolution, and the Board of Directors having adopted by unanimous consent, a Plan for a voluntary dissolution of the Corporation, does hereby resolve that the Corporation be dissolved in accordance with the following Plan: 1. There being no members of the Corporation, no vote of membership is required to approve this dissolution, and the action of the Board of Directors is sufficient. 2. No approval of the dissolution of the Corporation is required by any government agency or officer. 3. The Corporation has no assets other than a reserve fund in the amount of $250 which shall be used to pay the expenses of dissolving the Corporation and winding up its affairs ("Dissolution Expenses"). 4. The Corporation shall limit its activities to winding up its affairs, and paying all of its Dissolution Expenses, and shall cease to be an ongoing concern. The officers of the Corporation are hereby authorized and empowered to wind up the affairs of the Corporation, pay all such Dissolution Expenses, execute all such documents and take all such other action as may be necessary or appropriate to carry out this Plan. 5. The Corporation shall carry out this Plan and pay all of its Dissolution Expenses by December 31, 2012. 6. A Certificate of Dissolution shall be executed and filed with the Delaware Secretary of State as required under the provisions of Section 276(a) of the General Corporation Law of the State of Delaware. 7. A copy of the filed Certificate of Dissolution and any other necessary documents evidencing the filing of the same with the Delaware Secretary of State shall be filed with the New York Department of State to effectuate the termination of the Corporation's existence in accordance with the provisions of Section 1312 of the Not for Profit Corporation Law of the State of New York 1 EFTA00312879 8. The Corporation shall cause its accountants to prepare a final tax return on form 990 PF, and shall file the same with the Internal Revenue Service and the New York State Charities Bureau. The Corporation shall also deliver to the New York State Charities Bureau all filings evidencing the Corporation's dissolution in the State of Delaware and the termination of its existence in the State of New York. The officers of the Corporation are each authorized and directed, for and on behalf of the Corporation, to make execute and deliver, or cause to be made, executed and delivered, all other documents, instruments, reports, tax returns, certificates and affidavits required by any federal, state or local government bureau, department or agency in connection with, or by reason of, the dissolution of the Corporation, in order to complete the winding up of the affairs and the dissolution of the Corporation. 2 EFTA00312880