2008 NOT-FOR-PROFIT CORPORATION REINSTATEMENT FILED Nov 03, 2008 DOCUMENT# 1496000002084 Secretary of State Entity Name: THE KONI FOUNDATION, INC. Current Principal Place of Business: 1 CLEARLAKE CENTER, #1402 250 AUSTRALIAN AVENUE WEST PALM BEACH, FL 33401 Current Mailing Address: 3265 IMLVD OCEA , 11572 New Principal Place of Business: New Mailing Address: FEI Number: 654670182 FEI Number Applied For ( ) Fe Number Not Applicable ( ) Certificate of Status Naked ( ) In accordance with s. 607.193(2)(b), F.S., the corporation did not receive the prior notice. Name and Address of Current Registered Agent: Name and Address of New Registered Agent: The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: HOWARD SIEGEL Electronic Signature of Registered Agent Date OFFICERS AND DIRECTORS: title: ( ) Delete Title: D ( ) Delete Name: KAPNER. LEWIS Name: WIENER. HOWARD ADDITIONS/CHANGES TO OFFICERS AND DIRECTORS: ( ) Change ( )Addtlen Name: Address: City-St-Zip: ( ) Change ( ) Addition Name: Address: City-St-Zip: Title: ( ) Change ( ) Addllon Name: Address: City-St-Zip: I hereby certify that the information supplied with this filing does not qualify for the exemption stated in Chapter 119, Florida Statutes. I further certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 617, Florida Statutes; and that my name appears above, or on an attachment with an address, with all other like empowered. SIGNATURE: HOWARD SIEGEL D 11/03/2008 Electronic Signature of Signing Officer or Director Date EXHIBI'l' 83 EFTA00224262

www.sunbiz.org - Department of State Page 1 of 2 FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS Home Contact Us Document Searches Forms Help E-Fillng Services Previous on List NV0 OILlaist Beffirrae gyents No Name History Detail by Entity Name Florida Non Profit Corporation THE KONI FOUNDATION, INC. Filing Information Document Number N96000002084 FEI Number 650676162 Date Filed 04/18/1996 State FL Status ACTIVE Effective Date 05/01/1996 Last Event CANCEL ADM DISS/REV Event Date Filed 11/03/2008 Event Effective Date NONE Principal Address 1 CLEARLAKE CENTER, #1402 250 AUSTRALIAN AVENUE WEST PALM BEACH FL 33401 Changed 03/26/2002 Mailing Address 3265 BLVD OCEANSIDE Y 11572 Changed 09/05/2006 Registered Agent Name & Address SIEGEL, HOWARD Entity Name Search Name Changed: 06/03/2005 Address Changed: 06/03/2005 Officer/Director Detail Name & Address Title D SIEG RD http://www.sunbiz.org/seripts/cordetexe?action=DETFIL8cing_doc_number=N96000002084&i... 12/12/2008 EFTA00224263

www.sunbiz.org - Department of State Page 2 of 2 Title D KAPNER, LEWIS 250 AUSTRALIAN AVENUE WEST PALM BEACH FL 33401 Title D WIENER, HOWARD 777 S FLAGER DR WEST TWR STE 1601 WEST PALM BEACH FL 33401 Annual Reports Report Year Filed Date 2006 09105/2006 2007 10/16/2007 2008 1110312008 Document Images 11148/2098 BEN STA:TEM ENT 10/16/2007 - REIN_STATEMENI osion000._-_ARRUAL REPORT. .0.6.10.3/2_09.5_::ANNU4 REPORT OP/5/2001j - ANNUAL REPORT 05/02/2003 - ANNUAL REPORT. 03/26/2902r, ANNUM, REPORT 07/Q6/2091 -ANNUAL REPORT 0A/.22/2901,rOEBITTVIEMQ gwo909.1 7.DEart.mcm iv2.1/2Q0.0.7-. ANNUAL. REPORT_ 04/18/1998 -_DOCUMENTS_ PRIOR:lc:0 997_ View Image in PDF format. View Image in PDF format View Image in PDF format View Image In PDF forMat View Image in PDF format, View image In PDF format View image in PDF format View image In PDF format View image in PDF format View image in PDF format View image in PDF format View image In PDF format Note: This is not official record. See documents if question or conflict. Eretome_on_Liet Next on List Retsimlo_List Events No Name History Home Contact us Document Searches E-Filing Services Forms Help Copyright and Privacy Policies Copyright Ci 2007 State of Florida, Department of State. Entity Name Search httpt://www.sunbiz.org/scripts/cordet.exe?action=DETFIL8cinq_doe_number—N96000002084&i... 12/12/2008 EFTA00224264

2007 NOT-FOR-PROFIT CORPORATION REINSTATEMENT FILED Oct 16, 2007 D0C UM ENT# N96000002084 Secretary of State Entity Name: THE KONI FOUNDATION, INC. Current Principal Place of Business: New Principal Place of Business: 1 CLEARLAKE CENTER, #1402 MOM New Mailing Address: FEI Number: 654)076162 FEI Number Applied For ( ) FEI Number Not Applicable ( ) Certificate of Status Desired (X) In accordance with s. 607.193(2)(bl, F.S., the corporation did not receive the prior notice. Name and Address of Current Registered Agent: Name and Address of New Registered Agent: The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, In the State of Florida. SIGNATURE: HOWARD SIEGEL Electronic Signature of Registered Agent OFFICERS AND DIRECTORS: Title: D ( ) Delete Name: SIEGE O D Title: D ( ) Delete KAPNER. LEWIS Title: N31110: ( ) Delete WIENER, HOWARD Date ADDITIONSICHANGES TO OFFICERS AND DIRECTORS: Title: ( ) Change ( ) Addition Mime: Address: City-St-Zip: ( ) Change ( ) Addition Name: Address: City-St-Zip: Tide: ( ) Change ( ) Addition Name: Address: Cily-SI-Lp: I hereby certify that the information supplied with this filing does not qualify for the exemption stated in Chapter 119, Florida Statutes. I further certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 617, Florida Statutes; and that my name appears above, or on an attachment with an address, with all other like empowered. SIGNATURE: STEVEN KAPLANSKY DIR 10116!2007 Electronic Signature of Signing Officer or Director Date EFTA00224265

Comprehensive Business Report Page 1 of 3 Important: The Public Records and commercially available data sources used on reports have errors. Data is sometimes entered poorly, processed Incorrectly and Is generally not free from defect. This system should not be relied upon as definitively accurate. Before retying on any data this system supplies, it should be independently verified. For Secretary of State documents, the following data Is for information purposes only and Is not an official record. Certified copies may be obtained from that individual state's Department of Slate. Your DPPA Permissible Use: Court, Law Enforcement or Government Agencies Your GLBA Permissible Use: Law Enforcement Purposes Comprehensive Business Report Date: 12/09/08 Company Information: Name Variations: Company Name: THE C.O.U.O. FOUNDATION, INC. Phone Variations: (None Found] Parent Company: Name: THE K FOUNDATION INC. Address: 3265Mir BLVD, OCEANSIDE NY 11572-3723 Comprehensive Business Report Summary: (Click on Link to see detail) Industry Information: None Found Company ID Numbers: 1 Found Bankruptcies: None Found Liens and Judgments: None Found Corporation Filings: 1 Found Registered Agents: None Found Business Registration: None Found UCC Filings for Business: None Found Associated Businesses: 1 Found Business Contacts: None Found Motor Vehicles: None Found Properties: None Found FAA Aircraft: None Found Watercraft: None Found Internet Domain Names Registered to Business: None Found IRS 5500: https://secure.aceurint.com/app/bps/report 12/9/2008 EFTA00224266

Comprehensive Business Report Page 2 of 3 None Found Executives: None Found Business Filings: Industry Information: [None Found) Company ID Numbers: State of Origin: FL Charter Number: F08000003048 Bankruptcies: (None Foundl Liens & Judgments: [None Found) Corporation Filings: Corporation Filings # 1 THE C.O.U.Q. FOUNDATION, INC. - As of: 10/1612008 Name Type: LEGAL Address: 250 S AUSTRALIAN AVE STE 1404, WEST PALM BEACH FL 33401-5016 Address Type: MAILING Status: ACTIVE Business Type: FOREIGN NON PROFIT Foreign Incorporation Date: 0710912008 Registered Agent: C T CORPORATION SYSTEM Registered Agent Address: PLANTATION, FL 33324 Place Incorporation: DELAWARE THE C.O.U.Q. FOUNDATION, INC. - As of: 0711112008 Name Type: LEGAL Address: 260 S AUSTRALIAN AVE STE 1404, WEST PALM BEACH FL 33401.5016 Address Type: MAILING Status: ACTIVE Business Type: FOREIGN NON PROFIT Foreign Incorporation Date: 07109/2008 Registered Agent: C T CORPORATION SYSTEM Registered Agent Address: PLANTATION, FL 33324 Place Incorporation: DELAWARE Officers and Directors: THE C.O.U.Q. FOUNDATION, INC. - As of: 10/16/2008 Officer: JEFFREY E EPSTEIN DP 6100 RED HOOK QTRS STE B3, ST THOMAS VI 00802-1348 Officer: DARREN K INDYKE, Officer RICHARD KAHN, DI Registered Agents: [None Found] Business Registration: [None Found] UCC Filings for Business: [None Found] Associated Businesses: Name: THE KONI FOUNDATION, INC. Address: 250 S AUSTRALIAN AVE STE 1402, WEST PALM BCH FL 33401-5015 Associated People: Business Contacts: haps://secumaccurint.com/app/bps/report 12/9/2008 EFTA00224267

Comprehensive Business Report Page 3 of 3 [None Found] Assets: Motor Vehicles: [None Found) Properties: [None Found] FAA Aircraft: [None Found) Watercraft: [None Found] Internet Domain Names Registered to Business: [None Found] IRS 5500 [None Found] Executives: (None Found] https://secure.accurint.com/app/bps/report 12/9/2008 EFTA00224268

Comprehensive Business Report Page 1 of 3 Important: The Public Records and commercially available data sources used on reports have errors. Data Is sometimes entered poorly, processed Incorrectly and is generally not free from defect. This system should not be relied upon as definitively accurate. Before relying on any data this system supplies, it should bo independently verified. For Secretary of State documents, the following data is for information purposes only and is not an official record. Certified copies may be obtained from that individual state's Department of State. Your DPPA Permissible Use: Court, Law Enforcement or Government Agencies Your GLBA Permissible Use: Law Enforcement Purposes Comprehensive Business Report Date: 12/09/08 Company Information: Company Name: THE C.O.U.Q. FOUNDATION, INC. Address: 110 E 59TH ST, NEW YORK NY 10022-1304 Name Variations: Company Name: THE C.O.U.Q. FOUNDATION. INC. Address Variations: Address: 110 E 59TH ST, NEW YORK NY 10022 County: NEW YORK Msa Description: New York, NY Phone Variations: [None Found) Comprehensive Business Report Summary: (Click on Link to see detail) Industry Information: None Found Company ID Numbers: 1 Found Bankruptcies: None Found Liens and Judgments: None Found Corporation Filings: 1 Found Registered Agents: None Found Business Registration: None Found UCC Filings for Business: None Found Associated Businesses: None Found Business Contacts: None Found Motor Vehicles: None Found Properties: None Found FAA Aircrafts: None Found Watercrafts: None Found Internet Domain Names Registered to Business: None Found IRS 5500: None Found Executives: None Found Business Filings: https://secure.accurint.conilapp/bps/report 12/9/2008 EFTA00224269

Comprehensive Business Report Page 2 of 3 Industry Information: [None Found) Company ID Numbers: State of Origin: NY Charter Number: 2360817 Bankruptcies: [None Found) Liens & Judgments: [None Found] Corporation Filings: Corporation Filings fi 1 THE C.O.U.Q. FOUNDATION, INC. - As of: 1012212008 Name Type: LEGAL Address: 110 E 59TH ST, NEW YORK NY 10022-1304 Address Type: PROCESS ADDRESS Status: ACTIVE - GOOD STANDING STATUS CAN ONLY BE DETERMINED BY PERFORMING A SEARCH IN THE RECORDS OF BOTH THE DEPARTMENT OF STATE CORPORATION RECORDS AND THE DEPARTMENT OF TAX AND FINANCE Business Type: FOREIGN NOT FOR PROFIT Filing Date: 0312611999 Date Incorporated: 03/26/1999 Foreign Incorporation Date: 03/16/1998 Term: PERPETUAL Type: EFFECTIVE DATE Place Incorporation: DELAWARE THE C.O.U.Q. FOUNDATION, INC. - As of: 07/2312008 Name Type: LEGAL Address: 110 E 59TH ST, NEW YORK NY 10022-1304 Address Type: PROCESS ADDRESS Status: ACTIVE - GOOD STANDING STATUS CAN ONLY BE DETERMINED BY PERFORMING A SEARCH IN THE RECORDS OF BOTH THE DEPARTMENT OF STATE CORPORATION RECORDS AND THE DEPARTMENT OF TAX AND FINANCE Business Type: FOREIGN NOT FOR PROFIT Filing Date: 03/26/1999 Date Incorporated: 03/26/1999 Foreign Incorporation Date: 0311611998 Term: PERPETUAL Type: EFFECTIVE DATE Place Incorporation: DELAWARE THE C.O.U.Q. FOUNDATION, INC. - As of: 0412112008 Name Type: LEGAL Address: 110 E 59TH ST, NEW YORK NY 10022.1304 Address Type: PROCESS ADDRESS Status: ACTIVE - GOOD STANDING STATUS CAN ONLY BE DETERMINED BY PERFORMING A SEARCH IN THE RECORDS OF BOTH THE DEPARTMENT OF STATE CORPORATION RECORDS AND THE DEPARTMENT OF TAX AND FINANCE Business Type: FOREIGN NOT FOR PROFIT Filing Date: 03/26/1999 Date Incorporated: 0312611999 Foreign Incorporation Date: 0311611998 Term: PERPETUAL Type: EFFECTIVE DATE Annual Report Filings: Status: MICROFILM NBR: 990326000255 Filed Date: 03126/1999 Status: MICROFILM_NBR :990326000255 Filed Date: 03/26/1999 Microfilm Number: 9903260002 Status: MICROFILM_NBR :990326000255 Filed Date: 03/2611999 httos://secure.accurint.com/aon/bos/renort 12/9/2008 EFTA00224270

Comprehensive Business Report Page 3 of 3 Microfilm Number. 9903260002 Registered Agents: (None Found) Business Registration: [None Found) UCC Filings for Business: [None Found) Associated Businesses: [None Found) Associated People: Business Contacts: Nona Found) Assets: Motor Vehicles: [None Found] Properties: [Norte Found) FAA Aircraft: [None Found) Watercraft: [None Found) Internet Domain Names Registered to Business: [None Found) IRS 5500 [None Found) Executives: [None Found) https://secure.accurint.com/apo/bps/reoort 12/9/2008 EFTA00224271

Comprehensive Business Report Page 1 of 7 Important: The Public Records and commercially available data sources used on reports have errors. Data is sometimes entered poorly, processed Incorrectly and is generally not free from defect. This system should not be relied upon as definitively accurate. Before relying on any data this system supplies, it should be independently verified. For Secretary of State documents, the following data Is for Information purposes only and is not an official record. Certified copies may be obtained from that individual state's Department of State. Your DPPA Permissible Use: Court, Law Enforcement or Government Agencies Your GLBA Permissible Use: Law Enforcement Purposes Comprehensive Business Report Date: 12/09108 Company Information: Company Nam NI FOUNDATION INC. Address: 3265E...BLVD, OCEANSIDE NY 11572-3723 Name Variations: Company Name: NICOLAUS KONI FOUNDATION Company Name: THE C.O.U.CI FOUNDATION, INC. Company Name: THE KONI FOUNDATION, INC. Address Variations: Address: 250 S AUSTRALIAN AVE, WEST PALM BEACH FL 33401 County: PALM BEACH Msa Description: West Palm Beach-Boa Raton, FL Address: 250 S AUSTRALIAN AVE 1402, WEST PALM BCH FL 33401 County: PALM BEACH Msa Description: West Palm Beach-Boca Raton, FL Address: 250 S AUSTRALIAN AVE 1404, WEST PALM BCH FL 33401 County: PALM BEACH Msa Description: West Palm Beach-Boca Raton, FL Address: 3265 BLVD, OCEANSIDE NY 11572 County: NASSAU Msa Description: Nassau-Suffolk, NY Phone Variations: Phone: 516-241-1521 Comprehensive Business Report Summary: (Click on Link to see detail) Industry Information: None Found Company ID Numbers: 1 Found Bankruptcies: None Found Liens and Judgments: None Found Corporation Filings: 3 Found Registered Agents: 1 Found Business Registration: 1 Found UCC Filings for Business: None Found Associated Businesses: 23 Found Business Contacts: 6 Found Motor Vehicles: None Found https://secure.accurint.com/app/bps/report 12/9/2008 EFTA00224272

Comprehensive Business Report Page 2 of 7 Properties: None Found FAA Aircrafts: None Found Watercrafts: None Found Internet Domain Names Registered to Business: 2 Found IRS 5500: None Found Executives: 4 Found Business Filings: Industry Information: (None Found) Company ID Numbers: State of Origin: FL Charter Number: F08000003048 State of Origin: FL Charter Number: N96000002084 Slate of Origin: NY Charter Number: 2821493 Bankruptcies: (None Found) Liens & Judgments: (None Found] Corporation Filings: Corporation Filings # 1 THE KONI FOUNDATION INC. - As of: 1012212008 Name Type: L Address: 3265 BLVD, OCEANSIDE NY 11572-3723 Address Type: PROCESS ADDRESS Status: ACTIVE - GOOD STANDING STATUS CAN ONLY BE DETERMINED BY PERFORMING A SEARCH IN THE RECORDS OF BOTH THE DEPARTMENT OF STATE CORPORATION RECORDS AND THE DEPARTMENT OF TAX AND FINANCE Business Type: FOREIGN NOT FOR PROFIT Filing Date: 1011012002 Date Incorporated: 1011012002 Foreign Incorporation Date: 04/1811996 Term: PERPETUAL Type: EFFECTIVE DATE Place Incorporation: FLORIDA THE KONI FOUNDATION INC. - As of: 0712312008 Name Type: L Address: 32651. BLVD, OCEANSIDE NY 11572-3723 Address Type: PROCESS ADDRESS Status: ACTIVE -GOOD STANDING STATUS CAN ONLY BE DETERMINED BY PERFORMING A SEARCH IN THE RECORDS OF BOTH THE DEPARTMENT OF STATE CORPORATION RECORDS AND THE DEPARTMENT OF TAX AND FINANCE Business Type: FOREIGN NOT FOR PROFIT Filing Date: 1011012002 Date Incorporated: 1011012002 Foreign Incorporation Date: 0411811996 Term: PERPETUAL Type: EFFECTIVE DATE Place Incorporation: FLORIDA THE KONI FOUNDATION INC, - As of: 0412112008 Name Type: L Address: 3265 BLVD, OCEANSIDE NY 11572-3723 Address Type: PROCESS ADDRESS Status: ACTIVE - GOOD STANDING STATUS CAN ONLY BE DETERMINED BY PERFORMING A SEARCH IN Intos://secure.accurint.com/aptilbos/renort 12/9/2008 EFTA00224273

Comprehensive Business Report Page 3 of 7 THE RECORDS OF BOTH THE DEPARTMENT OF STATE CORPORATION RECORDS AND THE DEPARTMENT OF TAX AND FINANCE Business Type: FOREIGN NOT FOR PROFIT Filing Date: 1011012002 Date Incorporated: 1011012002 Foreign Incorporation Date: 0411811996 Term: PERPETUAL Type: EFFECTIVE DATE Annual Report Filings: Status: MICROFILM NBR: 021010000338 Filed Date: 1011012002 Status: MICROFILM_NBR :021010000338 Filed Date: 10/10/2002 Microfilm Number 0210100003 Status: MICROFILM_NBR :021010000338 Filed Date: 1011012002 Microfilm Number: 0210100003 Corporation Filings N 2 THE C.O.U.Q. FOUNDATION, INC. - As of: 10/1612008 Name Type: LEGAL Address: 250 S AUSTRALIAN AVE STE 1404, WEST PALM BEACH FL 33401.5016 Address Type: MAILING Status: ACTIVE Business Type: FOREIGN NON PROFIT Foreign Incorporation Date: 07/0912008 Registered Agent: C T CORPORATION SYSTEM Registered Agent Address: PLANTATION, FL 33324 Place Incorporation: DELAWARE THE C.O.U.Q. FOUNDATION, INC. - As of: 07/1112008 Name Type: LEGAL Address: 250 S AUSTRALIAN AVE STE 1404, WEST PALM BEACH FL 33401.5016 Address Type: MAILING Status: ACTIVE Business Type: FOREIGN NON PROFIT Foreign Incorporation Date: 07/0912008 Registered Agent: C T CORPORATION SYSTEM Registered Agent Address: PLANTATION, FL 33324 Place Incorporation: DELAWARE Officers and Directors: THE C.O.U.Q. FOUNDATION, INC. - As of: 10/16/2008 Officer: JEFFREY E EPSTEIN, DP, 6100 RED HOOK QTRS STE B3, ST THOMAS VI 00802-1348 Officer. DARREN K INDYKE, DV Officer: RICHARD KAHN, DIREC Corporation Filings 0 3 THE KONI FOUNDATION, INC. - As of: 10/16/2008 Name Typo: LEE Address: 23 Address Status: INACTIVE Business Type: DOMESTIC NON PROFIT Date Incorporated: 05/01/1996 Registered Agent: SIEGEL HOWARD Registered Agent Address: WEST PALM BEACH, FL 33401 FEIN: 85-0676162 Place Incorporation: FL THE KONI FOUNDATION, INC. - As of: 07118/2008 Name Type: Address: 32 Address Ty Status: ACTIVE Business Type: DOMESTIC NON PROFIT Date Incorporated: 05/01/1996 Registered Agent: SIEGEL HOWARD Registered Agent Address: WEST PALM BEACH, FL 33401 FEIN: 65.0676162 httns://secure.accurint.com/aon/bns/renort 12/9/2008 EFTA00224274

Comprehensive Business Report Page 4 of 7 Place Incorporation: FL THE KONI FOUNDATION, INC. - As of: 03131/2008 Name Typ Address: 3 Address T Status: ACTIVE Business Type: DOMESTIC NON PROFIT Date Incorporated: 0510111996 Registered Agent: SIEGEL HOWARD Registered Agent Address: 250 S AUSTRALIAN AVE STE 1402, WEST PALM BEACH FL 33401.5015 FEIN: 65-0676162 Place Incorporation: FL Officers and Directors: THE KONI FOUNDATION, I Officer. LEWIS KAPNER, DI Officer. HOWARD SIEGEL, Officer: HOWARD WIENER, Officer: LEWIS KAPNER, DI Officer: HOWARD SIEGEL, Officer: HOWARD WIENER, Officer: HOWARD WIENER, Officer LEWIS KAPNER, D Officer: HOWARD SIEGEL, Officer: HOWARD WIENER, Annual Report Filings: Filing Year. 2007 Fled Date: 1011612007 Filing Year: 2006 Filed Date: 0910512006 Filing Year 2005 Filed Dale: 0610312005 Filing Year: 2005 Filed Date: 0610312005 Filing Year 2004 Filed Date: 0810512004 Filing Year: 2003 Filed Date: 05102/2003 Filing Year: 2002 Status: 2002 Filed Date: 0312612002 Filing Year 2001 • Status: 2001 Filed Date: 07106/2001 08 Events: Date: 0912612008 Event: ADMIN DISSOLUTION FOR ANNUAL REPORT Dale: 10/16/2007 Event CANCEL ADM DISSIREV Date: 0911412007 Event: ADMIN DISSOLUTION FOR ANNUAL REPORT Date: 12/2112000 Event REINSTATEMENT Date: 0912611997 Event: ADMIN DISSOLUTION FOR ANNUAL REPORT Registered Agents: Name: SIEGEL HOWARD Address: 250 S AUSTRALIAN AVE STE 1402, WEST PALM BCH FL 33401.5015 Date Last Seen: 3131/2008 httns://secure.accurint.com/aon/bos/renort 12/9/2008 EFTA00224275

Comprehensive Business Report Page 5 of 1 Business Registration: Name: THE KONI FO INC Mailing Address: 3 Filing Number: 021 Corporation Code: S Expiration Date: 10/30f2003 UCC Filings for Business: (None Found) Associated Businesses: Name: ADD-O5 • : • • RTIES LLC CO Address Name: A Address ICAL ALERT CORP ICAL ALERT CORP. BLVD, OCEANSIDE NY 11572-3723 ICONNECT ACQUISITION CORP BLVD, OCEANSIDE NY 11572-3723 Name: ANS CTICUT ACQUISITION CORP. Address: 3265 BLVD, OCEANSIDE NY 11572-3723 Name: BASE PzingWIES LLC Address: 3265 BLVD, OCEANSIDE NY 11572.3723 Name: DO IT F ISES INC Address: 3265 BLVD, OCEANSIDE NY 11572-3723 Name: H C I A N CORP Address: 3265 BLVD, OCEANSIDE NY 11572-3723 Name: HC IA NS CORP Address: 3265 BLVD, OCEANSIDE NY 11572.3723 Name: HCI ACaLialalQN CORP Address: 3265 BLVD, OCEANSIDE NY 11572.3723 Name: HEALTUaalt Address: 3265 BLVD, OCEANSIDE NY 11572-3723 Name: HOWAIIIALUGEL Address: 3265 BLVD, OCEANSIDE NY 11572.3723 Name: LIVE M MERICA ACQUISITION CORP. Address: 3265 BLVD, OCEANSIDE NY 11572-3723 Name: MD ONcial UISITION CORP. Address: 3265 BLVD, OCEANSIDE NY 11572.3723 Name: NEW FOCUS SPORTSWEAR INC, A CORPORATION Address: OCEANSIDE, NY Name: NM CA R, INC. Address: 3265 BLVD, OCEANSIDE NY 11572-3723 Name: NOR ANSWERING SERVICE, INC. Address: 3265 BLVD, OCEANSIDE NY 11572-3723 Name: SAFE Address: 3265 BLVD, OCEANSIDE NY 11572.3723 Name: SAFECQLWir PARTNER, INC. Address: 3265 BLVD. OCEANSIDE NY 11572-3723 littps://secure.accurint.com/app/bpskeport 12/9/2008 EFTA00224276

Comprehensive Business Report Page 6 of 7 Name: SIEGE D M Address: 3261 BLVD, OCEANSIDE NY 11572.3723 Name: THE KONI FOUNDATION, INC. Address: 250 S AUSTRALIAN AVE STE 1402, WEST PALM BCH FL 33401.5015 Name: TRIPS , INC. Address: 326 BLVD, OCEANSIDE NY 11572-3723 Associated People: Business Contacts: Name: JOHNSON JAMES Contact Tale • DOMAIN TECHNICAL CONTACT Address: 2 Date Last Seen: 41112002 Name: ALLISON KAPNER Contact Title - Address: 250 S Dale Last Seen: 611312002 Name: LEWIS KAPNER SSN: xxx-xx-xxxx Contact Title - DIRECTOR , DIRECTOR Address: 250 Date Last Seega Name: HOWARD SIEGEL Contact Title - R , DIRECTOR PROCESS ADDRESS CONTACT Address: 326 BLVD, OCEANSIDE NY 11572-3723 Date Last Seen: 7/1812008 Name: HOWARD WIENER Contact Ti Address: Date Last en: Name: HOWARD WIENER Contact Title • D Address: 1551 Date Last Seen: Assets: Motor Vehicles: (None Found) Properties: [None Found] FAA Aircraft: (None Found) Watercraft: (None Found) Internet Domain Names Registered to Business: (Click name to go to Web site associated with that name) KONIFOUNDATION.COM NICHOLASKONI.COM IRS 5500 (None Found] • https://secure.accurint.com/app/bps/report 12/9/2008 EFTA00224277

Comprehensive Business Report Page 7 of 7 Executives: Name: HOWARD SIEGEL Contact Title - DIRECTOR , DIRECTOR Date Last Seen: 711812008 Name: HOWARD WIENER Contact Title - DIRECTOR , DIRECTOR Date Last Seen: 711812008 Name: LEWIS KAPNER Contact Title - DIRECTOR , DIRECTOR Date Last Seen: 7/18/2008 Name: HOWARD WIENER Contact Title - DIRECTOR Date Last Seen: 312002 https://secure.accurint.com/app/bps/report 12/9/2008 EFTA00224278

Comprehensive Business Report Page 1 of 3 Important: The Public Records and commercially available data sources used on reports have errors. Data is sometimes entered poorly, processed incorrectly and is generally not free from defect. This system should not be retied upon as definitively accurate. Before relying on any data this system supplies, it should be independently verified. For Secretary of State documents, the following data is for information purposes only arid Is not an official record. Certified copies may be obtained from that individual state's Department of State. Your DPPA Permissible Use: Court, Law Enforcement or Government Agencies Your GLBA Permissible Use: Law Enforcement Purposes Comprehensive Business Report Date: 12/09/08 Company Information: Company Name: FLORIDA SCIENCE FOUNDATION Address: 250 S AUSTRALIAN AVE, WEST PALM BCH FL 33401-5018 Phone: 581-366.0084 Name Variations: Company Name: THE FLORIDA SCIENCE FOUNDATION, INC. Address Variations: Address: 250 S AUSTRALIAN AVE, WEST PALM BCH FL 33401 County: PALM BEACH Msa Description: West Palm Beach-Boca Raton, FL Address: 250 S AUSTRALIAN AVE 1400, WEST PALM BCH FL 33401 County: PALM BEACH Msa Description: West Palm Beach-Boca Raton, FL Phone Variations: Phone: 561-366.0084 Comprehensive Business Report Summary: (Click on Link to see detail) Industry Information: None Found Company ID Numbers: 1 Found Bankruptcies: None Found Liens and Judgments: None Found Corporation Filings: 1 Found Registered Agents: None Found Business Registration: 1 Found UCC Filings for Business: None Found Associated Businesses: None Found Business Contacts: None Found Motor Vehicles: None Found Properties: None Found FAA Aircrafts: None Found Watercrafts: None Found Internet Domain Names Registered to Business: None Found IRS 5500: https://secure.accuritmeom/app/bps/report 12/9/2008 EFTA00224279

Comprehensive Business Report Page 2 of 3 None Found Executives: None Found Business Filings: Industry Information: [None Found] Company ID Numbers: State of Origin: FL Charter Number: N07000010684 Bankruptcies: [None Found[ Liens & Judgments: [None Found] Corporation Filings: Corporation Filings # 1 THE FLORIDA SCIENCE FOUNDATION, INC. - As of: 1011612008 Name Type: LEGAL Address: 250 S AUSTRALIAN AVE STE 1400, WEST PALM BEACH FL 33401.5016 Address Type: MAILING Status: ACTIVE Business Type: DOMESTIC NON PROFIT Date Incorporated: 1110112007 Registered Agent: C T CORPORATION SYSTEM Registered Agent Address: PLANTATION, FL 33324 Place Incorporation: FL THE FLORIDA SCIENCE FOUNDATION, INC. - As of: 07118/2008 Name Type: LEGAL Address: 250 S AUSTRALIAN AVE STE 1400, WEST PALM BEACH FL 33401.5016 Address Type: MAILING Status: ACTIVE Business Type: DOMESTIC NON PROFIT Date Incorporated: 1110112007 Registered Agent: C T CORPORATION SYSTEM Registered Agent Address: PLANTATION, FL 33324 Place Incorporation: FL THE FLORIDA SCIENCE FOUNDATION, INC. - As of: 03/3112008 Name Type: LEGAL Address: 250 S AUSTRALIAN AVE STE 1400, WEST PALM BEACH FL 33401.5016 Address Type: MAILING Status: ACTIVE Business Type: DOMESTIC NON PROFIT Date Incorporated: 1110112007 Registered Agent: C T CORPORATION SYSTEM Registered Agent Address: 1200 S PINE ISLAND RD, PLANTATION FL 33324-4413 Place Incorporation: FL Officers and Directors: THE FLORIDA SCIENCE FOUNDATION, INC. -As of: 10/16/2008 Officer: DARREN K INDYKE, ASSISTANT DIRECTOR, 457 MADISON AVE, NEW YORK NY 10022.6843 Annual Report Filings: Filing Year: 2008 Filed Date: 09/17/2008 Registered Agents: [None Found] Business Registration: Name: THE FLORIDA SCIENCE FOUNDATION INC Mailing Address: 250 S AUSTRALIAN AVE STE 1400, WEST PALM BEACH FL 33401.5016 Filing Number: N07000010684 State of Registration: FL https://secure.accurint.com/app/bps/report 12/9/2008 EFTA00224280

Comprehensive Business Report Page 3 of 3 Status: Active Corporation Code: SOS Expiration Date: 5/1/2008 UCC Filings for Business: (None Found( Associated Businesses: (None Found) Associated People: Business Contacts: [None Found] Assets: Motor Vehicles: [None Found] Properties: (None Found) FAA Aircraft: [None Found] Watercraft: (None Found] Internet Domain Names Registered to Business: (None Found] IRS 5500 [None Found] Executives: [None Found] https://secure.accurint.com/app/bps/report 12/9/2008 EFTA00224281

N.) .990-PF Department of the Treasury Internal Revenue Santee EXTENSION ATTACHED Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation • Note: The otganizadon maybe able to use a copyol this return to satisfy slate ropordnq requirements. OMB No.1540,4D51 'For calendar veerl 99 or tax year he InnIn 3/01/99 1999, and ending 02/29/00 Use the IRS label. Otherwise, please print or type. See Specific Instructions, Name of organization " THE C .0.0.0. FOUNDATION, INC. A Employer Identification number 13-3996471 Number and street (or P.O. box number K mall is not delivered to street address) C/O . ASSOCIATES, 110 EAST 59TH ST. Room/sung B Telephone number (see page 9 of the Inflections) City or town, elate. end ZIP +4 ' NEW YORK, . NY 10022 c If extunpOon °pi:40212m Is lir Pend q, clink hum 0 1. Fotelpn orgen~2. chin* Min li. . 2. Orpankr6enstneolng INN 2.6%12st. u. 2 OCk Iwo end 2220iccenputaGon r E If prh-210 I ounds2ort tutus Iva, loninaad u Ow soch:n 5(020024 diedi 2.4. >i f 2 11 Oe Iwnetalion N In 2 20•nontn wmhobca unapt uction 60100022). 002( NM il. G if edam duns/owl new • • • 6. H Check type of organization: In Section 501(914 1 18ectbn4947(e)(1) nonexempt charitable trust I exempt private foundation ' I Other taxable rivate foundation --.J r - I I Fair market value of assets et end . LI Accounting of year ((min Part ll, col. (c), line I 0 16 II› 379, 318 (Part I, column method:E Gash-Li Accrual Other (specify) (d) must be on cash basis.) ----. Part I Analysis of Revenue and Expenses (The tole! of amounts in columns (b), (c), end (c may not necessarily envoi the amounts In column (a) (see page 9 of the Instrucllons).) (a) Revenue and expenses per books ' (0) Net investment Income . • (c) Adjusted net Income (d) Disbursements for charitable purposes (flash basis only) § 2 2 Conuombns, 2112. rem. eke.. teemed 2 Contributions from split-interest 3 Interest on StIdelh and temporary 4 Dividends and [merest from se' Gross rents b (Nei rental income or MS) 8 Not gels or (bss) from ewe 7 Capital gain net income 8 Net short-larm capital gain 9 Income modifications 10a GieSs sales less returns end allowances • • • . b taw Cog °loads sold c Gross profit or (loss) (attach 11 Other Income (ottoch schedule) 12 Total Add lines 1 unearth Win) small) 575, 000 • • trusts cosh investments securities - -.- • • • ' • 123 123 5,379 5,379 ) ., , .. • :. • . ' ' Mulcts net on ana l0 3 (from Part IV, line 2) . - .. • • • :A :, •: 33.21 '.. . : .',:.• ; ''''.'-':, •••••• ‘" - .. . . . 3,115 i ... • • • , - • v • . • • . , • . • , . . • •• • .• •• l - . .• schedule) . 11 . • ' ,• .• . - . 583,623 8,623 . :. . Operatng and Administrative Expanses 13 Compensellon of officers. directors. Irises:, eta. 14 Other employee siades and wages 15 Pension plans, employee benefits 18a Legal fees (attach schedule) • b Accounting foes (attach schedule) c Other prolosslonal fees (attach schedule) , 17 Interest 18 Texas (attach schedule) or,* peso1201 he vgniaxxx) 19 Depreciation (attach schedule) end depletion 20 Occupancy . . . . ,_,_„„„„..,...,..— • • 21 Tr . corieneelPiEflings 22 Pr II .and-pablitraltr :. . 23 Cm69 anses (attach &abates) . 24 Tot ta? er3ffitg2dliplailtat d pensas. Add In through 23 20 Con ribulleolDEga* ha ^ 26 Tots .expenseranddis1Mnsemen dd fines 24 and 25 48,077 48,077 5,327 • • 5,327 • 3,906 600 • • 13,180 • 13,180 84,111. 84,111 . 155,201 . • 150,695 3T000 - r 3,000 158,201 • 0 0 153,695 27 Subtract line 20 from lino 12: a Excess dr revenue over expanses and disburoomonts b Net investment income (if negative, enter .0-) c Adjusted not Income III negative, enter -0;). . • 425,422 ... • ' . . . • • . • ':•'• . \ I :, . .4 .;‘..: I 8 623 • c • • ". . " • 3,121 JSA 'O21110 .000 999 For Paperwork Reduction Act Notice, see the Instructions Fonx99J,1-PF (1999) (L) EFTA00224282

• 2 Part Attached sceeduks and amounts le the Eleghering of yew . End 21y~ II Balance Sheets description column should be for ong.a.year amounts only. (Sea Instructions.), (a) Book Value Os) Book Value 4 Fair Market Value ' .12 ► • d Less: 4k9 1 Cash -non-Interesl-bearing 13,185 32,216 32,216 2 Savings and temporary cash Investments 1,710 1,710 3 Accounts receivable » . Less: allowance for doubtful accounts » 4 Pledges receivable » • Less: allowance for doubtful accounts la ' 5 Grants receivable 0 Receivables due from deters, dirwtors, huskies, and other disqualified persons (attach schedule) (see pegs 14 of vie inalsedlend) 7 Other notes and loans receivable (attach schedule) » allowance for doubtful accounts le . • • . . • . -- ...•• --.. • 8 Inventories for sale or use . 9 Prepaid expenses und deterred charges 1 0 a investments - U.S. and stole government obtgalions (attach schedule) . b Investments •• corporate stock (which schedule) c Investments - corporate bonds (attach schedule) 1 1 Investments • land, botany, Do. Loss:q nt: bash L re:cumulated deprecimlon is. (attach schedule) • : • . 405,581 343,294 • • . 12 Investments - mortgage loans 13 investments - other (attach schedule) • 14 Land, bugling', end .0. 2:998 equeernent: bests ' Lose: accumulated dconscietion go. 900 schedule) , • 2.•;•.:'4: .:t.:!..: ::•c:::.: . 2,698 . . . .. .: .. :: [t. 2,098 / • • : • • - J 2,098 (Mach 15 Other assets (describe » ) 18 Total assets (to be completed by all films - see page 16 of the Instructions. Also, see page 1,10)M l) . • 1 6 , 3.83 . 441,605 379,318 å •51: 3 17 Accounts payable and accrued expenses 18 Grants payable 19 Deferred revenue 20 Loans From DIfiterS, directors, hostess, and other disqualified peaces 21 Mortgages and other notes payable (attach schedule) 22 Other liabilities (descnbe lle ) 93 Total Ilphiglies (add lines 17 through 221 ' •h . • 2 • • . • .• -Z , ' , • • u• r . • , .. . . . . - • ' — I Net Assets or Fund Balances I Organizations that follow SFAS 117, check hero 10-1 I and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted 25 Temporarily restricted 28 Permanently restricted OrganIzall0nS that do not follow SFAS 117," chock here and complete lines 27 through 31. le H 27 Capital stock, trust prindpel, or current funds 20 Peld.ln or capital surplus, or land, bldg., end equipment fund 29 Retained earnings, accumulated Income, endanmenl. or other funds . 30 Total net assets or fund balances (see page 16 of the Instructions) 31 Total liabilities and net assets/fund balances (see page 16 of the Instructions)" • ... , • „ 16,183 441,605 : —. .' — ' ' 16,183 . 441,605 ... . •. ,. :: -.: . - t. 16,183 . 441,605 • • • • ...: .. ; . -.• 1 Part Ill Analysts of Changes In Net Assets or Fund Balances I 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 years rakart) 1 16,183 2 Enter amount from Part One 27a 2 425,422 ' 3 Other Increases not Included In fine 2 (fleini.z9)› 3 4 Add lines 1, 2, and 3 4 441,605 5 Decreases not Included In line 2 (itemize) OP Total net assets or fund balances at end of year (line 4 mkns One 6)- Part II column (b), fine 30 6 441,605 Fixm090-PF (1999)' J8A 021420 1.000 EFTA00224283

Jan 9E1430%.000 Fenn 990-PF (1 99) Part IV (a) List and describe the kinds) of property saki (o.9.• real estate. 2-atory brick warehouse: or common stock, 200 she. MLC Ca) ' (b) How acquired Mochas° D.Donreloo (c) Date acquired ( 1° Yr') - daY1 — — rte mete sold (me., day, yr.) 1a750 SH AT&T P 6/8/99 12/15/99 b • c d e (e) CUM sales price (6 Depreciation allowed ' (or allowable) (9) Cost or other bests plus expanse of sale (h) Gain or (loss) , (a) plus (g minus (g) a • 42,884 • 39,763 3,121 b c • d . 0 Complete only for assets showing gain In column (h) and owned by the foundation on 12/31/89 (0 Gains pot 0.0 gain minus 00t. (k), but not lass than -0-) or Losses (nom col. (h)) Ili-• ea of 12191/69 CHAdjusted basis as of 12131/69 . 00 Mass of col. (I) • over all, 5), If sly a • b o d a • { If gain, also enter in Part I, Una 7 2 Capital gain net income or (net capital loss)• If (loss), enter 41- in Part I, line 7 ) 3 Net short-term capitol gain or (loss) as defined In sections 1222(5) and (6): If gale, also enter in Part I, line 8. column (c) (see pages 11 and 16 of the instructions). . 1 If 000), enter-0- in Part t fine 6 2 3,121 3 3,121 Capital Gains and Losses for Tax on Investment Income Page 3 Part (For optional use by domestic private foundations subject to the section 4940(a) tax on net Investment I come.) Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income If section 4940(d)(2) applies, leave this part blank. Was the organization liable for the section 4942 tag on the distributable amount of any year In the base period?. . n Yes K No if "Yes,' the organization does not qualify under section 4940(e): Do not complete this part. Enter the appropriate amount in each column for each year; see page 16 of the instructions before making any entries. (a) Erase period wen Calendar year (or tax year beginning ) IN Adjualpd quallying dIsylbutio8s h3) Hal value of oonchadtablease Mob es Distribution ratio (coL (bIsthicid by col all 1998 54,655 6,642 8.2286 1997 • 1996 • 1995 1994 ' • _ 2 Total of line 1, column (d 3 Average distribution ratio for the 5-year base period-divIde the foist on km 2 by 5, or by the number of years the foundation has been in existence If less than 5 years 4 Enter the net value of noncharitablo-use assets for 1999 from Part X, line 5 6 Multiply line 4 by line 3 8 Enter 1% of net investment income (1% of Part I, lino 27b) 7 Add linos 5 and 6 8 Enter qualifying distributions from Part XII, line 4 2 D. 2286 3 4.1143 4 307,635 5 1,265,703 6 86 7 li265,789 8 153,695 If Ilea 8 Is equal to or gloater Plan lino 7, axed the box In Pad VI, lino lb, and COMPSMO that part using a 1% lox rale. Soo tha Pod VI InelroclIons an poop Ie. Form 990-PF (1999) EFTA00224284

• 10i :tear (19991 paw 4 Excise Tax Based on Investment Income (Section 4940(a) 4940(b), 4940(e), or 4948 - see pare 18 of the instructions) • 1 a Exempt operating foundations described In section 4940(dX2), check here * U end enter "NIA" on line 1. Date of ruling letter: (attach copy of ruling letter If necessary -see Instructions) . • . b. Domestic na nizalions that meet the section 4940(e) requirements In Parts, check 1 172 : • here * U and enter 1% of Part I, line 27b v • c All other domestic organization enter 2% of line 27b. Exempt foreign organizations enter 4%d Pad I, lino 12, cot. (b) . • . . . . . 2 Tax under section 611 (domestic section 4947(aX1) trusts and taxable foundations only. Others enter -0-) 3 Add lines 1 and 2 . . 4 Subtitle A (income) lex (domestic section 4947(a)(1) trusts and Usable foundations only. Others enter -0-) Tax based on Investment Income. Subtract line 4 from the 3. If zero or less, enter -0- 172 6 CreatalPayments: a 1999 estimated lax payments and 1998 overpayment credited to 1999 6e b Exempt foreign organizations - taxwithhold at source eb c Tax paid with application for °Mansion of time to file (Fain 2788)• Bc d Backup withholding erroneously withhold 6d 7 Total credits and payments. Add lines 6a through 6d 8 Enter any PENALTY for underpayment of estimated tax. Check here CI If Form 2220 Is attached 9 TAX DUE. if the total of lines 6 and 8 is more than line 7, enter AMOUNT OWED 10 OVERPAYMENT. If line 7 is more than the total of lines 5 and 8, enter the AMOUNT OVERPAID 1 Enter the amount of tine 10 to be: Credited to 2000 estimated tax * • Statements Regarding Activities 1 a During the tax year, did the organization attempt to influence any national, stele, or local legislation or did It participate or Intervene In any political campaign? b Did it spend more than $100 during the year (either directly or indirectly) for politkal purposes (seepage 17 of the Instructions for definition)? If the answer is 'Yes' to I a or 1b, attach a detailed desert/Hien of the ecratilies and copies of any materials published or distributed by the organization In connection with the activities. c Did the organization file Form 1 120•POL for We year? d Enter the amount (if any) of tax on political expenditures (section 4965) Imposed during the year, (1) On the organization, le- $ (2) On organization managers. la $ a Enter the reimbursement any) paid by the organization during the year for political expenditure tax imposed on organization managers. ► $ 2 Has the organization engaged In any activities that have not previously been reported to the IRS? If 'Yes," attach a detailed &sedation of the activities. 3 Has the organization made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? If tes,"allach a conformed copy of the changes X 4 a Did the organization have unrelated business gross Income of 81900 or more during the year? b If "Yes; has it tiled a %engem on Form 99b-T for this year? • A 6 Was there o liquidation, termination, dissolution, or substantial contraction during the year? If "Yes," attach the statement required by General instruction T. 6 Are the requirements of suction 508(e) (relating to sections 4841 through 4946) 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? 7 Did the organization have at least $5,000 in assets at any ?me during the year? If -Yea"carlpiefe Part cot. (c). Sod Peri XV. 5 a Enter the states to which the foundation reports or with which it is registered (see page 18 of the Instructions) la NEW YORK ' b If the answer is 'yes' to line 7, has the organization furnished a copy of Form 990•PF to the Attorney General (or designate) of each state as required by General Instruction 0? If "No,"sitech explanation 9 Is the organization claiming status as a private operating foundation Within the moaning of section 49428)(3) or 49420)(5) for calendar year 1980 or the taxable year beginning in 1999 (see instructions for Pert XIV on page 23)? if 'Yes," complete Part XIV 10 Did any persons become substantial contributors during the tax year/ tf "Yes," attach a schedule listing their names and addresses. 11 a Did anyone request to see either the organization's annual return or Its pxomptlon application (or both)? la if "yes," did the orgenle c m moue 1 Instructions? (See General Instruction Q.) ' 11b N The books aro in care of IL_ ASSOCIATES Telephone no. 0-1212) 909-9680 Located at )0. 110 EAST 59TH STREET, NEW YORK, NY 71P+4 so• 10022 13 Section 4947(a)(1) nonexempt charitable trusts fling Form 990-PF in lieu of Form 1041 • check here and enter the amount of tax-exempt interest received or accrued dudnq the year Pit 13 I 2 3 4 172 200 28 Yes No X 1n b 0 • I .: 10 ► • la 29 I Refunded ► 10 11 2 _ 4a 4b 6 • • • N • X X • X • ' 0 7 Bb X X 10 X JSA 951140 1.000 Form 990-PF (1999) EFTA00224285

Form 990-PF (1999) Page 6 IWITElleIrl 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. No 1 Self-dealing (section 4941): ' a During the year did the organization (either (Erectly or indirec0y): ' Engage In the sale or exchange, or leasing of property with a disquall0ed person? Ei Yes El No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? Yes No (3) Furnish goods, services, or facilities to (or accept thorn from) a disqualified person? Yes 7 No (4) Pay compensation to, or pay or reimburse the expenses of. a disqualified person? Yes ir No (6) Transfer any income or assets to a disqualified person (or make any of either ava0able for the benefit or use of a disqualified person)? K yes El No (8) Agree to pay money or properly to a government official? (Exception. Check "No" If the organization agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days.) C:l Yes El No b II any answer Is "Yes" to tail)-(6), did ANY of the acts tall to qualify under the exceptions described In Regulations section 53.4941(d)-3 or in a current notice regarding disaster assistance (see pogo 10 of the instructions)? A Orgunize0ons relying on a current notice regarding disaster assistance check here • c Did the organization engage In a prior year in any of the acts described in In, other than excepted acts, that wore not corrected before the first day of the tax year beginning In 1999? 2 Taxes on failure to distribute Income (section 4942) (does not apply for years the organization was a private operating foundation defined in section 49420X3lor 49420X5)): a At the end of tax year 1990, did the organization have any undistributed Income (lines 6d and 6e, Pal XIII) for tax year(s) beginning before 1999? El Yes No If "Yes," list the years 19 , 19 , 19 19 b Are there any years listed in 2a for which the organization Is NOT applying the provisions of section 4942(8X2) (relating to Incorrect valuation of assets) to the year's undistributed Income? (II applying section 4942(0X2) to ALL yours listed, answer 'No' and attach statement - see page 18 of the Instructions.) a If the provisions of section 4942(aX2) are being applied to ANY of the years listed In 2o, list the years here, 19 , 19 , 10 ., 19 3 Taxes on excess business holdings (section 4943): a Dld the organization hold more than a 2% direct or indirect Interest in any business enterprise et any time during the year? tJ Yes E No b • If 'Yes," did it have excess business holdings in 1999 as a result of (1) any purchase by the organization or disqualified persons after May 26,1969; (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(0(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 deli nine If the organization hod excess business holdings in 1999.) 4 Taxes on investments that Jeopardize charitable purposes (section 4944): a Did the organization Invest during the year any amount In a manner.that would Jeopardize Its charitable purposes? b Did the organization make any Investment In a prior year (but after December 31, 1989) that could Jeopardize its CharitatAe purpose that had not been removed from Jeopardy before the first day of the taxyear beginning in 1999? 6 Taxes on taxable expenditures (section 4946) and political expenditures (section 4955): a During the year did the organization pay or Incur any amount to: (1) Carry on propaganda, Of otherwise attempt to influence legtstation (section 4945(e))? E Yes pui No (2) Influence the outcome of any specific public election (see section 4955); or to carryon. directly or Indirectly, any voter registration drive? Yes X No (3) Provide a grant to an individual for travel, study, or other similar purposes? Yes X No (4) Provide a grant lo en organization other than a charitable, etc., organization described FX- I No in section 609(0)(1), (2), or (3), or section 4940(d)(2)? E i Yes (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? [1 Yes No b If any answer Is "Yes' to 5a(1)-(5), did ANY of the transactions fat to qualify under the exceptions described in Regulations section 63.4946 or in a current notice regarding disaster assistance (see page 19 of the instructions)? Organizations relying on a current notice regarding disaster assistance chock hero le o If the answer Is 'Yes' to question 5a(4), does the organization claim exemption from the tax because it maintained expenditure responsibilty for the grant? K Yes No If "Yes." or iffettfhe statement required biReoulations section 53.4945-5kh. JSA 901450 1.000 : . lb c Yea t : . ..• 21:1 3b . • • • • A 4a 4b SC •.. lb •• • Form 990-PF (1999) EFTA00224286

Form 990-PF (1999) Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, andtontractors Page 6 1 List au officers, Directors, trustees, 'inundation onagers ana tneir compensation (two page la or me instructions): . ' (a) Name and address (b) VIM, and average hours per week devoted to position la) Compensation 0( not paid, enter a) (dl cause:Mkt* to employee benehjaant and debated compeneen (e) Expense account, other allowances JEFFREY E. EPSTEIN 6100 RED HOOK -QUARTERS, ST. THOMAS, VI PRES/DIR ONE HOUR 0 0 0 DARREN K. INDYKS 457 MADISON AVENUE, NY, NY . /DIR : ONE HOUR 0 0 0 GHISLAINE MAXWELL 676a ASSOC.-110 E. 59TH ST.NY, NY TREAS. /DIR ONE HOUR 0 0 0 2 Compensation of five highost-pald omployoos (other than those Included on line 1 • see page 19 of the Instructions). If none, enter "NONE," , • (e) Name and address of each encioyoo paid mao than $50,000 • (b) Tile and overage hours per week devoted to position (a) Comp myttLun (d) ConttrAira. to etpluyes Imuifil lions and detenul coventakon (e) Expense account, other allowances NONE . . . Total number of other employees paid over $50,000 1, 0 3 Flve hIghest-paid Independent contractors for professional services (see page 19 of the Instructions). If none, enter " E " (a) Name and address of each potion paid mom than $50.090 (b) Type of service (c) Compensation . - .• - • Total number of others receiving over $60,1300 for professional services le. 1 0 Part IX.A Summary of Direct Charitable Activities List tho foundation's four largest *sot charitable actIbilles during the tax year. Includo relevant sisesiical Information such is the number of organizations end other beneficiaries served, conferences convened, research papers produced, etc. ExPenses 2 4 Form 990-PF (1999) JSA OE 1460 1.000 EFTA00224287

Fonn 990•PF (1999) Part DC-B "ascribe any program-related Investments made by the foundation during the tax year. Amount 2 3 Part X Summary of Program-Related Investments (see page 20 of the instructions) Page 7 Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see page 20 of the Instructions.) 1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc., purposes: a Average monthly fair market value of securities b Average of monthly cash balances c Fair market value of all other assets (see page 21 of the instructions) d Total (add lines 1a, b, and c) e Reduction claimed for blockage or other factors reported on lines 1a and 1c (attach detailed explanation) l 1e I 2 Acquisition indebtedness applicable to the 1 assets • 3 Subtract line 2 from line ld 4 Cash deemed held for charitable activities. Enter 1 112% of line 3 (for greater amount, see page 21 of the Instructions) 6 Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and en Partl, line 4 Minimum Investment return. Enter 5% of line 5 1a lb lc 1d 288, 614 • 23,706 312,320 3 312,320 4 6 4,685 6 307,635 15,302 zei Distributable Amount (see page 21 of the instructions) (Section 4942(j)(3) and (j)(5) private operating Zall foundations and certain foreign organizations check here b. ri and do not complete this part.) 1 Minimum Investment return from Part X, lino 6 2 a Tax on Investment Income for 1999 from Pert VI, line 5 b Income tax for 1999. (This does not include the tax from Pad VI.) c Add lines 2a and 2b 3 Distributable amount before adjustments. Subtract line 2c from fine 1 4 a Recoveries of amounts treated as qualifying distributions 4a I b Income distributions from section 4947(a)(2) busts 4b c Add lines 4a and 4b 5 Add linos 3 and 4c 6 Deduction from distributable amount (see page 22 of the Instructions) 172 1 15,382 7 Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII. line 1 . Part XII Qualifying Distributions (see page 22 of the instructions) 172 15,210 5 15,210 15,210 1 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: a Expenses, contributions, gift's, etc. - total from Part I, column (d), line 26 la 153, 695 • b Program-related investments - total of itnes 1-3 of Part IX-B . . . . . . . . . . . 2 Amounts paid to acquire assets used (or held for use) directly In carrying out charitable, purposes 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) 4 Qualifying distributions. Add lines la through 3b. Enter hire and on Pad', Ilne 8 and Pett XIII, line4 4 153, 695 5 Organizations that qualify under section 4940(e) for the reduced rate of tax on net investment Income. Enter 1% of Part I, lino 27b (see page 22 of the Instructions) Adjusted qualifying distributions. Subtract line from line 4 6 153, 695 . Note: Tho amount on line 6 will be used in Part column (b), in subsequent years when ca auto iag whether the foundation qualifies for the section 494O(e) reduction of tax in those years. lb 2 3a 3b 5 Form 99043F (1999). JSA SE 1470 2.00 EFTA00224288

Form 990-PF (1W49) Part XIII • 1 Distributable amount for 1999 lino 7 2 UndIshibutod Intone:41f any, a Enter amount for 1998 only 6 Total for prior Aars: horn Part XI, (a) °NOM (b) Years.?tor to 1998 Pt 1998 (d) 1999 • •" 15,210 as dem ond c41993: • •• • r T• 0 • r%.• • • . ' . . '. hi. .' 3 Excess distributions carryover, If any, to 1999: . a From 1994 ••• • .; .r. • • -1 .) - • : :-::' ', .:..- • • • •• • / • , . . . b From 1995 : C From 1996 .., 54,323 , : •• .-- v •• - •• • ' "'; - • •,{, • . - • . • . :: • ' • • • • • d From 1997 o From 1998 54,323 f Total ol linos 3a through e 1999 from Part , ••- 4 Qualifying distributions for XII, Mee:6r 153,695 --,. • a .. •. Applied to 1998, but not more than line 2a of prier years •..... : •::::. ot b Applied to undistributed income (Election required -see page 23 pith* kislioclIons) . -. • 0 Treated as distributions out Or corpus (Election . required - see page 23 of the instructions) , • 6 - , • . ;• . t ... .:. .. . . . . .i e d Applied to 1999 distributable amount 15,210 iy .Rem pin* amount distributed out of corpus 138,485 ;. .- t • 7 .:.. ( .• .* ; 1 •• • • ;.: , • ••• • 6 Excess distributions carryover applied to 1999 0 (Ilan amount appears In column M. the some • • .• . • • amount must be shown In column (a).) 6 Enter the not total of each column as —. . .. " .• Indicated below: a Corpus. Add lines 3f, 4c, and 4e. Subtract line 6 b Prior years' undistributed Incase. Subtract ' 192 808 • :"• • • • • — •:: 0. :•,....,.. ...i. ...•. •. • . , .:..• • •s,..........r.: •.... ". '‘F ‘..-0 . :. . ' " • " " • • lino 4b from line 2b . '. ' 7s•-5 ' o Enter the amount of prior years' undistributed 1...‘:,...n... . ::.::.:.• yir,,:;•:,...s.,;• • - Income for which a notice of deficiency has been . :. ....I:414:v ',...n.c. Issued, or on which the section 4942(a) tax has .t., - •• 2!.t.• N.?. ; t . . boon previously assessed ',It's ..i. : •:• " ..i:r. :61— .• d Subtract line 03c from line Ob. Taxable • • • •.: •• - .. • • •' . . amount . see page 23 of the instructions %. 0 UnOtslilbuted Income lot 1998. Subtract line ria • •" ' .• • ... horn line 20. Taxable amount • ego page 23 of Me Ineltuctions • t • . . f Undistributed income (or 1999. Subtract tines .- - -•• • ' „ ... ... 4d and 6 from line 1. This amount must bo distributed in 2000 . . . . 7 Amounts treated as distributions out of corpus lo • .... satisfy requirements Imposed by section 170(b)(1XE) or . . ; ,i .. • . € ' 4942(91(3) (see pope 23 of the Instructions) . . ....c..: L .'s . ... 8 Excess Olettleutions convener from 1994 no! applied • . .. . . on line 5 or line 7 (see page 23 or the insbudione) 0 •'1' ,, • ,7:‘, •' ":;' t' .• • • -' 9 Excess distributions carryover to 2000. S 7 and 8 from line ea ' Subtract Met 192 8b8 . . •. a.: , • • . . - .• ,. 10 Analysis of fine 9: ...2 : • , . . ... : ; : ;: •, r •,.. -- " . a Excess from 1996 . . . 1 'az. "•‘&• ; • • • • • I b Excess from 1998 . .•. ,,,- '.• • : :• .:',;:•••: • :: . • • • , — c Excess from 1997 . . . • d Excess from 1998 . . . 54,323 .."• • •,'.4'. 'i: P III .: Sii. •••!:':: A. • •!• • . •• .• " • .. • • ... ••• • • • .7 e Excess inrm 1999 . . . 138,485 • •;„ • •:...i.: ,• ••• •.:.!:%.• • • • • ......t. ... .- : . • -...- fr., : • • . • Undistributed Income (see page 22 of the Instructions) Paw 8 999-PF (1909) • JSA 901400 2.000 EFTA00224289

Form 990.PF 0091 Paco 9 Private Opera Ong Foundations (see Page 24 of the Instructions and Part VII-A, question 9) 1 a it the foundation has received a ruling or determination letter, that It Is a private operating • foundation, and the ruling is effective for 1999, enter the date of the ruling 'b Check box to indicate whether the organization Is a private operation foundation described In section 2a Enlist the lesser ol the adjusted not Income kom Pad I or the minimum Investment return from Pert X for each year Hoed . . b 85% d4 Ine 2e o 00416r0 Oleelbutons Wm Pen a I Ina 4 ea cad. yes, d Annowls Inekdad In Me 2e not vied cliteclly hoc wiles coquet of gawp( ecnnees o Ouellhinp diseleueons nude Woolly to; ediseundudo tempt etInthis. Sublime We 20 lumens 20 3 Complete 3e. b.acla the ellennothro mewl Rued ups* a •AseNe ellomalne IMF order. (1 ) Vilma of eS$411 . . . (2) Vele. ol sew% que6hing undo: eween 4042063X0X0 b 'Endeemenla &Weber. tesl• (M or 2(3 oh minimize Investment itlam shown II Pad X, We 6 for own yern fitted C •Suppon• pitman.* wet • eaten (1) Teed ' ,WOW Oiler Vien vote Unownwl Income (henna %%Jacinth, tenN. mown!. on toswelof loam 0o2lon 512(1X69. or wieney) (2) Supped 00m V6660 public, end 5 ot mom °tempt orgerthellons es proMal In sock* 45420X3 (a)(2) . (3) te.gnt eincelnl of euppol bon en weenie organialett Tax year (2.1 1099 fin 199a Prior 3 veers (o) 4942M(3) or I I 4942(1X5) (d) loos Pa Total 4 Gross kl110116004i0Vn, • Supplementary Information (Comp eta this part only If the organization had $5,000 or more in assets at any time during the year see page 24 of the Instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more Mari 2% of the total contributions received bythe foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).) JEFFREY E. EPSTEIN b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally largo podlon of the ownership of a partnership or other entity) of which the foundation has a 10% Or greeter Interest. 2 Information R2E,• rdIng Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here 1 ILI II the organization only makes contributions to preselected charitable organizations and does nol accept unsactied requests for funds, li the organization makes gifts, grants. etc., (see base 24 of the Instructions) to ineraduan or mania:ions under other condatons. complete horns 2e, b.0. end O. a The name, address, and telephone number of the person to whom applications should ho addressed: b The form In which applications should be submitted and Information and materials they should intrude: e Any submission deadlines: d Any restrictions or limitations on awards, such as by geographical arms, charitable fields, kinds of institutions, or other Wore: JSa 951490 i.o0o Form 990•PF (1999) EFTA00224290

Page 10 Form 090-PF (1999) Ina Supplementary Information (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment Recipient If recipient Is on IndMiluat, show any reletkoship to eny foundation mamma( or „ motions „ ono,* Forrod000n slaws of rectratia Purpose of grant or contribution Amount • Name end address (home or business) • a Paid during the year STATEMENT 4 • Total It. 3a 3, 000 b Approved for future payment • • • la• Total 3b o !SA 9E1401 1.000 Form 990-PP (1999) EFTA00224291

Form 990-PF (1999 Part Enter g Pro a b C d 2 Met 3 Intoi 4 Di 5 Net • b 6 Net 7 Oth 8 G 9 Net 10 Grc 11 Oil b d 12 Bbl 13 Total. Add line 12, columns (b), (d), and (e) evi 3 See worksheet In Una 13 Instructions on patio 25 o verify calculations,) • . . : Relationship of Activities to the Accomplishment of Exempt Purposes Explain below how each activity for which Insane Is reported In column (e) of Part XVI-A contributed Importantly to Line No. the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes). (See r page 26 of the instructions.) Pagel 1 ar\ n Analysis of Income-Producing Activities oss amounts unless otherwise Indicated. Unrelated business tnoonie Excluded b) section 512, 513, or 514 (0) irgt clorinegTe Rit,tn:IgS yom service revenue: Of Business code (b) Amount (c) Elbtr il . (10 Amount Fees and contracts horn government agencies nberstilp dues and assessments eel on savings end la-votary cash investments Bends and Interest from securities rental Income or (loss) from real estate: Debt-financed property Not debt-financed property rental bloom. or (loss) from Personal ProPert7 or Investment income t or (loss) from sales of assets other then Inventory Income or (loss) from special events iss profit or (loss) from sales cf Inventory Ler revenue: a • 14 123 14 5, 379 . .. . . . . ... . . . . . • • . 18 . • 3, 121 • dotal .Add columns (b), (d), and (e) , , '.: • . B, 623 Form 990-PF (1999) JSA 9E1402 1.000 EFTA00224292

JSA Forma PF 19991 Page 12 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Dld the organization directly or indirectly engage In any of the following with any other organization described in section • 501(c) of the Code (other then section 501(0(3) organizations) or In section 527, relating to' politicd organizations? a Transfers from the reporting organization to a nonchadtoble exempt organization of: (1) Cash • (2) Other assets b Other Transactions: (1) Sales of assets to a nonchanteble exempt organization (2) Purchases of assets from a noncharilade exempt organization (3) Rental of facilities, °yeti:Font:int , or other assets (4) Reimbursement arrangements (5) Loans or loan guarantees (6) Performance of services or membership or fundraising solicitations c Sharing of facilities, equipment, mailing lists, other assets, or pdd employees d If the answer to any of the above is 'Yes, complete the following schedule. Column (0) should Sways show the fair market value of the goods, other.assels, or services given by the reporting organization. If the organization received less than fair market value In any transaction or sharing arrangement, show In column (d) the value of the goods, other °smith, or services received. Yes jri(11 11(21 1601 1b(21 lb(31 1l)(41 111(61 1b(6) 10 N x X 141Ina no. fb) Amount Involved (c)Nome of nonchadtable exempt ottanlzaeon (d)0escrlellon of transfers tranyacUorm. and sharing ammeernonts z a Is the organization directly or Indirectly affiliated vhIlt, or related to, one or more tax-exempt organizations described In section 601(c) of the Code (other then section 501(c)(3)) or In section 527? Ekes ONG • • NI N91110 ci ORIOnitalkin 04 WM/ of oreanInsive fel Deeerleaen ottoman EPSTEIN INTERESTS PRIVATE FOUNDATION JEFFREY E. EPSTEIN IS PRESIDENT AND A CONTRIBUTOR TO BOTH FOUNDATIONS Part XVIII Public Inspection (see page 26 of the Instructions and Gene al Instruction Q) 1 Enter the date the notice of availability of the annual return appeared Inn newspaper gs JANUARY 5, 2001 2 Enter the name of the newspaper IP- THE NEW YORK LAW JOURNAL 3 Check berets' LI to Indicate that you have attached a copy of the newspaper notice required by the Instructions on page 20. (If the notice Is not attached, the return Will be considered inceMoletel Under emerge I declare that I home examined this ;elem. Including accompaming schedules end stabonents, end to the best el my Mcmfedge end beret, a Is true, se intl.:omelet . Declaration of preparer (other than taxpayer of idudery) It based on Min ion oletdch ortolan:4 has any knowledge. / 0 I 7 mi i/d / 6 "ter, eliA, / opt° r Tide Signature of lent Prepare?. t elfindure n.° Firm's name (or 0 ILE D" yours if self-employed) and address Dal 0/ ASSOCI 110 EAST 59TH STREET NEW YORK,, NY Check if self- TIN employed EIN 0. 13-2842281 ZIP+4 ► 30022 9514931.000 Form 990-PF (1O6) • EFTA00224293

• STATE OF NEW YORK County of New York, s: 'DIE ANNUAL tusturbq OF :THE u.o.u.o. FOUNDATION Toura*cl ofiizst year ended Zeit ; peinelpal office Welded at ale Daimon Associates. 110 East ,69111 Street, • New York: NY .10022 for kn:motion during ..negular business boUt5 by any citizen who requests it within .160 days hereof. Principal Manager of the P'oundition is '3EPPIIEY.•E.EPSTEIN. • Leslie Francis, being duly sworn, says that she is the PRINCIPAL CLERIC of the Publisher of the NEW YORK LAW JOURNAL, a Daily Newspaper; that the Advertisement hereto annexed has been published in the said NEW YORK LA OURN one time on the 5th day of January, 200 TO WIT: JANUARY 5, 2001 SWORN TO BEFORE MB, this 5th day Of Janu Christine A. Allen Notary Public, State of New York . No. 0IALS072870 ' • • Qualified in Nassau County . Commission Expires Feb. 10, 2001 • } /et- t--; EFTA00224294

THE C.O.U.Q. FOUNDATION 13-3996471 Y/E 02/29/00 FORM 990PF STATEMENT 1 PART I. LINE 1 CONTRIBUTIONS RECEIVED Jeffrey E. Epstein 6100 Red I look Quarters #2 St. Thomas, VI 00802 John J. Hannan do Apollo Management, LP 1301 Avenue of the Americas New York, NY 10019. William Mack c/o Apollo Management, LP 1301 Avenue of the•Americas New York, NY 10019 Leon Black c/o Apollo Management, LP 1301 Avenue of the. Americas New York, NY 10019 Total . 75,000 166,667 166,666 166,667 575,000 STATEMENT .2 PART I. LINE 23 OTHER EXPENSES Bank Charges 21 Research 75,000 Filing Fees 619 Health Insurance 3,436 Miscellaneous 25. Office Expense 850 Payroll Expense 1,402 Telephone • 2,758 Total 84,111 EFTA00224295

THE C.O.U.Q. FOUNDATION 13-3996471 Y/E 02/29/00 FORM 990PF • STATEMENT 3 PART IT. LINE 10(b1 INVESTMENTS. CORPORATE STOCK Book Value Market Value 7,650 SII AT&T. 405,581 343,294 STATEMENT 4 PART XV. LINE CONTRIBUTIONS PAW 05/03/99 World Economic Forum $3,000 EFTA00224296

• Form 2758 (Rev. Juno 1998) . Department of pie Treasury “•temni Revenue Service Application for Extension of Time to File Certain Excise, Income, Information, and Other Returns IP File a separate application for each return. OMB No. 1546.0146 abOuor M. Fib lbo edging] end ono copy by the due dale for filing your •rolum. See Instructions on beck. Name THE C.O.U.Q. FOUNDATION, INC. Number, sheet. and room or tulle no. (or P.O. box no. If numb not doWired to street mains) ['notary Iden Mica lion number 13-3996471 C/O Oily, loom or post atm stele, end ZIP code For stoner eddies,, no Instructions. NEW YORK, NY 10022 s• ASSOCIATES, 110 EAST 59TH STREET Note: Corporate Income tax return fliers must use Form 7004 to request an extension of time to file. Partnerships, REMICs, and trust must use Form 8736 to request en extension of time to me Form 1065, 1088, or 1041. request an extension of time until JANUARY 15, 2001 , to (ileSeck Form 1120-ND (sac. 4051 taxes) only one): Form 8812 Form.70643,S(D) • Form 708-GS(T) _ Form 990-Teruel other than above) Form 3520-A ' — Form 8613 Form 990 or 990-EZ _ Form 1041 testate) (see instructions) Form 4720 Form 8726 — Form 990431. Form 1041-A Form 5227 Form 8804 Form 990-PF — Form 1042 Form 6069 _,, Form 8831 ' If the organisation does not have an office or place of business In the United Slates, check Iles box 28 For calendar year _ _ _ _ , o other tax year betInnIng • 03/01/99 and endIngo 02/28/2000 b it this tax year Is for teas than 12 months, check reason: . 1:11nItial return 0 Fine% return Change In accounting period 3 Has an extension of time tette been previously granted for this taX yaw? . . .. .. .. . . . . ........ . . . . . ... . . 0 vas CI No 4 Stale In detail why you need the extension INFORMATION NECESSARY FOR THE PROPER COMPLETION OF THE RETURN IS NOT YET AVAILABLE. 50 If ibis form le for Form 70608(3), 708-08(T), 990.-7B1, 9%-PP, 990-T,1041 (estate), 1042,1120410,4720, 5069, 8612, 8813, 8725, 8804. or 8531, enter the tentative tax, less any nonrefundable credits. Soo instructions $ 200 If this form Is for Form 990-PF, 990-T, 1041 (estate). 1042, or 8804, enter any refundable aodits and estimated tax payments made. Include any prior year overpayment avowed as a credit S 200 Balance due. Subtract lino 5b from line 6a. Include your payment with this form, or deposit with FT0 coupon II required: See Instructions r Y. . . $ 0 Signature and Verification lam that I havaexmnlnod this (um, Including accompanying schedules and statements, and to the best of my Smoniedge d COM (i; sad that I am authorized to prepare this term. Under penalties of perlurY and belief. a Is true, co sisnoso % hue It. CPA • oats * / 04 4/ °, FILE ORIGINAL AND ON COPY. The IRS will show below whether or not your application Is approved and will return the copy. Notice Reset • To Be Completed by the IRS We HAVE approved your application. Please attach this form to your rettxn. We HAVE NOT approved your application. However, we have granted a 10-day grace period from the later of the date shown below or the due date of your return (Including any prior extensions). This grace period le considered to be a valid extension of time for elections otherwise required to bo made on a timely return. Please attach this form to your return. • Q We HAVE NOT approved your application. After considering the reasons slated in item 4, we cannotataitffsrogsgpipROVED an extension of lime to tile. We ere not granting the 10-day grace period. Lj We cannot consider your application because It was tiled after the duo date of the return for which an extension was requested. Other: NOV 0 2 2000 'El Director By: nicHtfto CREAMER DIRE97, If you want a copy of this term to be returned to en address other than that shown above, please enter the address to which the copy should be sent Name seen ASSOCIATES 190 I Nunibo; street, end room or wile no. (or P.O. box na $mail la not delvered lo steel address) or '110 EAST 59TH STREET City, twin or pest olke, stele. end ZIP code. Fore lorekin address, too instmdlons. NEW YORK, NY 10022 Print Fettattoqiork Reduction Act Notice, see the next page JSA Form 2758 (nev.8.98) EFTA00224297

2 9 4 9 1 Return of Private Foundation Fo.„990-PF or Section 4947(a)(1) Nonexempt Charitable Trust DeparlMent ol the Treasury Treated as a Private Foundation ZOO Internal Revenue Sonia Note: The organization may be able to use a copy ol this return to sells& state reporting requfremanl& For calendar year 2000, or tax year beginning_ 03/01/00 , 2000, and ending 02/28/01 . — 7 2 0 3 7 0 2 oms No. 1545 0052 • G ()neck all thatgply: I I Initial return I I 1- inat return I I Arnenoeo return i j suaress cnange I I name mange Vieth. IRS label. Otherwise. print or type. See Specific Instructions. insuctions. Numm Of organization THE C.O. U . Q . FOUNDATION, INC. A Employer IdeneftestIon number 13-3996471 Number and street (or P.O. box number if mai la not delivered to street address) C/O ASSOCIATES, 110 EAST 59TH ST Room/suite a Week/no number (as page 10 or the Instructkos) .1t-- City or town. state, and ZIP code NEW YORK, NY 10022 C uesonerko seelosegi Wang. choCk hal 0 I. r em,. trearezallots. 2. Icalgn menIntens OS% lea discli lin compulaft's E g Winn 104.041001 tolui van, nct.on 607MXIKA). S i %hi 100ridall0n Is In urine nate 50/(b • li'H dyne IP. inset* ii• and Minh O' *as lonitleted thocl. ?so . P. • COmon0. mant . OM). check he.. I. H Check type of organization: n Section 4947(810) nonexempt [X I Section 501(c43_1 trust I I exempt private foundation Other taxable private foundation • therilable I Fair market value of all assets at end of year (from Pert It cot (c), line 47,821k J Accounting method:W Cash U Accrual ❑Other (specify) (Part I, column (d)must be on cash bests.) A K n Analysis Edi f of Revenue and Expenses MS falai of *mounts in columns (b), (0, and (d) may not necessarily equal the amounts in column (a) (seepage 10 of the instructions).) (a) Revenue and asperses 90, books (b) Nel investment income ( )4cfrusted net income (d) Disbursements for chadtable purposes (cash basis allv) s LI 1 Contrieseens. 2 Distributions 3 Interest 4 Dividends 6a Dross rents b (Net rental 6 a Nal pin b Gross assets 7 Capital fi Net short-term 0 Income 10 a Gross and b s: Cll. c rose 11 11 12 To get cams. et, imbed from split-interest on savings and temporary and interest from Inccas or (lees) oe (loss) km sib sales roe kr all on Ono ea (Ouch 'NOW.) trusts cash Investments securities • 4,457 4,457 ) or 11$3013 Won NW to -147,137 gain not Income capital modil se . . (from ad IV. line 2) o goads sou rotifer' (10,41(• s 0 nornach sched clines I 1 V. —re- —142,680 4,457 0 2 r & I 16 1 .21 1 m g I 24 13 Corn Iti ti S -- .trustees etc. 14 Othe ample nos and wages 15 Penslo srameployee benefits tea Legal fees (attach schedule) b Accounting fees (attach schedule) a Other professional fees (attach schedule). . 17 Interest Taxes (attach schedule) (so . per II el th•Inevucikno) 19 Depredation (attach schedule) and depiction 20 Occupancy Travel. conferences, and meetings 22 Printing and publications 23 Other expenses (attach schedule) Total operating and administrative expenses. Add lines 13 through 23 25 Contributions, gilts, grants paid 26 Total expenses end dlebursomenur. Add lines 24 and 25 10, 638 10,638 20 600 I 72, 617 72,617 83,875 83,255 100,000 100,000 183,875 0 0 183,255 27 Subtract line 26 from line 12: It Exam of menu. ow 'venow and dIsbuniimeents b Net Investment Income (II negetive. enter -0-) c Adlustod net income j4 negative, enter -0.1. • i __.--. —326,555 4,457 I 0 D014102.000 For Paperwork Reduction Act Notice, see the Instructions. Font 990-PF (2000) EFTA00224298

Page 2 Part Attached schedules end amounts m the Beginning of year End of year II Balance Sheets description column should be for end.f.yeer amounts only. (See Instivctional (a) Book Value (b) Book Value (c) Fair Market Value in to ./ 1 Cash - nominterest-bearing 32,216 2,144 2,144 2 Savings and temporary cash Investments 1,710 79 79 3 Accounts receivable 19 J Less: allowance for doubtful accounts ix' 4 Pledges receivable ilx. Less: allowance for doubtful accounts lw S Grants receivable 0 Receivables due from officers, directors, trustees, and other disqualified persons (enrich achedule)pne page IS of the inoructbeh 7 Other notes and loans receivable (attach schedule) Ile Less: allowance for doubtful accounts II' 8 Inventories for sale or use 9 Prepaid expenses and deferred charges 10 a investments • U.S. end state government obligation (Death schedule) , b investments - corporate stock (attach schedule) c investments - corporate bonds (attach schedule) 11 izev= enatt isturietees. ot. Less: scamp Need depredation Op 405,581 111,329 44,100 — ..--._ ..-. .. ... .. _..._.--- _.____ —_ ____.--J (attach scmdule) 12 Investments - mortge0e loans 13 Investments - other (attach schedule) 14 Lend. buildings, end la 2,998 equipment: haste Less: accumulated deptedsUon p. 1, 500 (attach scheauen _... - . ....... ..... -.. 2,098 1,498 1,498 15 Other assets (describe ilix ) 18 Total assets (to be completed by all filers - see page lEt of the instructions. Also, see parte 1. Iteml) 441,605 115,050 47,821 g 20 1 17 Accounts payable and ecaued expenses 18 Grants payable ig Deferred revenue Leans from officers, directors, trustees. and other asnuffified persons 21 Mortgages and other notes payable (attach schedule) 22 Other liabilities (describe 9' ) 23 Total liabilities (odd lines 17 Miami, 221 I Net Assets or Fund Balances I Organizations that follow SFAS 117, check here /to LI and complete lines 24 through 26 and lines 30 and 31. 24 Unresincled 25 Temporarily restricted 26 Permanently restricted Organizations that do not follow SFAS 117, check here and complete lines 27 through 31. pp. X 27 Capitol stock, trust principal, or current funds 28 Pald.ln or capital surpass, at lend. bldg., and eourement fund 29 Retained awnings, aommulated Income endgame% or other funds . . 30 Total net assets or fund balances (see page 17 of the instrucDons) 31 Total llabllitleu and net essetaffund balances (see page 17 of the instructions) 441,605 115,050 441,605 115,050 441,605 115,050 Part Analysis of Changes in Net Assets or Fund Balances I Total net assets or fund balances at beghning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 1 441,605 2 Enter amount from Pan I, line 27a 2 - 326,555 3 Other Increases not Included In the 2 (itemtte)9, 3 4 Add lines 1,2, and 3 4 115,050 S Decreases not included In Ilne 2 (ftemize)I6 6 e Total net assets or fund balances al end of year (line 4 minus fine 51- Part II column (b). line 30 6 115,050 Form 990-PR (2000) ,sit 0E1420 2.000 EFTA00224299

Form 990 PF 3000) Capital Gains and Losses for Tax on Investment Income CS List and describe the kind(s) of ;weeny acid (e.g., real estate, 2rstory brick warehouse; or common stock, 200 she. MLC Co.) (b) HOW acquires Pemba., °Monition i % rya. `el '''''''' acquired OW', day, TT4 (d) Dale IOW Iltoir da% Vil la 700 SH AT&T P 06/08/99 06/30/00 b700 SH AT&T P 06/08/99 07/07/00 c1,650 SH AT&T P 06/08/99 08/30/00 d2,500 SH AT&T . P 06/08/99 12/09/00 • (a) Gross sales price (I) Depreciation allowed (or allowable) (g) Cost or other basis plus expense of sale (h) Gain or (loss) (a) Plus (0 mint' (g) a 22,371 37,112 —14,741 b 22,967 37,112 -14,145 c 51,150 87,478 -36,328 d 50,627 132,550 -81,923 • Complete only for assets showing gain In column (h) end owned by the foundation on 12/31/89 to Gains (Cd. (h) gain minus WI (k), but not less than .0.) or Losses (keen col. (h)) (I) IIM. as of 12/31189 0) Adjusted basis as of 12131188 (IQ Excess of col. 0) Over col. Q), if any a b a d e 2 Capkal gale net Income o (net capital loss) If gain, also enter in Port I, lino 7 ( If (loss), enter -0• In Part I, no 7 } 1 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 17 of the Instructions). If (losskenter -0- In Pert Likes 8 1 2 -147, 137 3 Page 3 Part (For optional use by domestic private loundations subject to the section 4940(a) tax on net investment income.) Qualification Under Section 4940(e) for Reduced Tax on Not Investment income If section 4940(d)(2) applies, leave this part blank. Was the organization liable for the section 4942 tax on the distributable amount of any year in the base period?, . . . OYes El No If Wes.' the organization does not qualify under section 4940(e). Do not complete this part. Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries. (0) Base period years Calendar yes: gm lax year beginning in) lb) Adjusted quatlaftig disintruf ban (0) Net valued noaaterltablause assets (d) Distribution nib (Col. lb) @Wed be col. MI 1999 153,695 307,635 0.499602 1998 54,655 6,642 8.228697 1997 1998 1995 2 Total of line 1, column (d 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 eAstence if less than 5 years 4 Enter the net value of noncharitablo-use assets for 2000 from Part X. Ina 5 5 Multiply line 4 by line 3 8 Enter 1% of net investment income (1% of Part I, tine 27b) 7 Add lines 5 and 6 8 Enter qualifying distributions from Pad XII, line 4 2 8.728299 3 4 . 364150 4 208, 595 5 910, 340 8 4 5 7 910, 385 8 183, 255 If inane (queue or rester then One 7. chock me cos In Pad VI. line lb. and complete1nel part using a l% lax rate. See the Pan VI Instructions on pipe 15. JSA 0E14)0 2000 Fonn 990-P F (2000) EFTA00224300

P nil Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(0), or 4948 - see pace 18 of the InstructionS)Page 4 at/O01 1a Exempt operating foundations described in section 4940(d)(2), check here le Lj and enter '71/A' on lino 1. Date of ruling letter. (attach copy of ruling letter if necessary - see instructions) Domestic anizations that meet the section 4940(e) requirements in Pall. check 1 89 here 18 and enter I% of Pan I. line 27b c All other domestic organizations enter 2% of line 27b. Exempt !align organizations enter 4% of Part Lane 12, col. BS 2 Tax under section 511 (domestic section 4947(0)(1) trusts and Inaba foundations only. Others enter -0-) 3 Add lines I and 2 3 89 4 Subtitle A (income) tax (domestic section 4947(8)(1) trusts and taxable foundations only. Others enter -0-) 5 Tax based on Investment Income. Subtract line 4 ficim line 3. If zero or less, enter -0- 5 89 6 Credits/Payments: a 2000 estimated tax payments and 1999 overpayment credited to 2000 ea b Exempt foreign organizations - tax withheld at source orb c Tax paid with application for extension of Lima to rile (Form 6868) d Backup withholding erroneously withheld 7 Total credits and payments. Add linos 6a through ed 7 28 8 Enter any penalty or underpayment of estimated tax Check here 0 if Form 2220 is attached 9 Tex due. If the total of lines 5 and 8 is more than line 7, enter amount owed * 9 61 10 Overpayment. If lino 7 is more than the total of lines 5 and 8, enter the amount overpaid ► 11 Ent r Lhe amount of line 10 to W. Credited to 2001 estimated tax * Refunded 18 • Statements Regarding Activities 1 e During the tax year, did the organization attempt to Influence any national, state, or local legislation or did it participate or intervene In any political campaign? b Did it spend more than $100 during the year (either directly or Indirectly) for political purposes (soo page 19 of the instructions fa definition)? X if the answer is Wes'to la or lb, attach a detailed description of the activities end copies of any materiels published or distributed by the organization In connection with the acUvilies. c Did the organization fee Form 1120-FOL. for this year/ X d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: _, (1) On the organization. 18 $ (2) On organization managers. * $ Enter the reimbursement (it any) paid by the organization during the year for poetical expenditure tax Imposed on organization managers. le $ 2 Has the organization engaged In any activities that have not previously been reported to the IRS? if 'Yes,' attach a detailed description of the actiwbes. 3 Has the organization 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 4 a Did the organization hove unrelated business gross income of 51,000 or more during the year? X b If 'Yes,' has It fried a tax return on Form 990.7 for nil year? S Was there a liquidation, termination, dissolution, or substantial contraction during the year? X If Nes,' attach the statement required by General Instruction 7. 6 Are the requirements d section 508(e) (relating to sections 4941 throtigh 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 govamIng Initnirnent? 7 Did the organization have at lent $5,000 In assets at any time during the year? If 'Yes,' complete Part cot (c), and Pail XV. a Enter the states to which the foundation reports or with which it is registered (see page 19 of the Instructions) p NEW YORK b If the answer is 'Yes' to line 7, has the organization furnished a copyof Penn 990-PF to the Attorney General (or designate) of each state as required by General Instruction G? If 'No,' attach explanation 9 is the organization claiming status as a private operating foundation within the meaning of sack(' 49420)(3) or 49420)(5) for calendar year 2000 or the taxable 'Oar beginning Ili 2000 (see instructions for Pan XIV on page 25)? R 'Yes,' complete Part XAr 10 Old any persons become substantial conldbutori diiing the tax year? II 'Yes,' attache schedule listing their names and addressed. 11 Did the organization with th piLblica requirements for its annual returns aiid appecaacn7 12 The books are in care of B. ASSOCIATE$ _ • _ Telephone no. le (21.2) 909 —_9_6_80 Located at p.110 EAST 59TH ST NEW YORK, NY 7.113+ 4 p. 10611 Section 4947(8)(1) nonexempt charitable trusts filing Form 990-PF In lieu or form 1041-Check here and enter the amount of tax-exempt interest received or accrued duringthe year ► I 13 1 26 I Yes 1* 1b 1a •••••••••• 2 No )1 3 40 4b 6 N X X 7 X 9 10 11 X. iSA OE 14 40 2.000 6c 6d 2 4 8 10 11 Farm 990-PF (2000) EFTA00224301

Form 990-PF (2000) Part VIlit Page Statements Regarding ctivltlea for Whic orm 4720 May Be Required A h F File Form 4720 if any item is checked In the "Yes" column, unless an exception applies. I a During the year did the organization (either directly or indirectly): (7) Engage in the sale or exchange, or leasing al property with a disqualified wean? K Yes El No (2) Borrow money from, lend money to. or otherwise extend credit to (or accept it from) a Csquatified Persen? r Yes X No (3) Furnish goods. sonAces, or facilities to (or accept them from) a disqualified person? Yes X No (4) Pay compensation to, or pay or reimburse the incenses of, a dierluailied person? Yes X No (5) Transfer any income or assets to a disqualified person (or make any of either available for It* benefit or use of a disqualified person)? D Yos X ) No (6) Agree to pay money or properly to a government official? (Exception. Check "No- if the organization agreed to make a grant to or to employ the official for a period after termination of government service. If terminating within 90 days.) K Yes D No b if any answer is "Yes- to 18(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations section 53.4941(0)-3 or In a current notice regarding disaster assistance (see page 20 of the instructions)? Organizations relying on a current notice regarding disaster assistance check here le En c Did the organization engage in a prior year In any of the ads described In 1a, other than excepted acts, that were not corrected before the first day of the tax year beginning in 20007 2 Taxes on failure to distribute income (section 4942) (does not apply for years the organization was a private operating foundation defined in section 494291(3) or 4942(j)(5)): a At the end of tax year 2000. did the organization have any undistributed Immo (lines 6d and Be. Part XIII) for tax year(s) beginning before 2000? 0 Ms ID No If "Yes,' lb* the years p•• 19 19' , 19 , 19 b Are there any years listed In 2a for which the organization is not applying the provisions of section 4942(02) (relating to incorrect valuation of assets) to the year's undistributed Income? (if applying section 4942(eX2) to all years listed. answer °No' and attach stagnant - tee page 20 of the instructions.) c If the provisions of section 4942(0)(2) are beirkjapplied to any c4 the years listed in 2a, list the years here. • 19 19 19 , 19 3 a Did the organization hold more than a 2% deed or Indies Interest in any business enterprise at any ems during the year? K Yes M No b If 'Yes,' did it have excess business hot/rigs In 2000 as a Jesuit of (1) any purchase by the organization or disqualified persons after May 26, 1969: (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(O(7)) to depose of hddngs squired by gift or bequest: or (3) the lapse of the 10-, 15-, or 29-year first phase holding padod? (Use Schedule C Form 4720, to determine if the organization had excess business holdings In 2000.) 4 a Did the organization invest during the year any amount In a manner that would jeopardize its charitable purposes? b Did the organization 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 befoie the first day of the tax year beginning In 20007 5 a During the year did the organization pay or incur any amount to: (I) Carry on propaganda, or otherwise attempt to Influence legisiallat (section 4945(0)(7 El Yes FTI No (2) influence the outcome of any specific public election (see section 4955); or to carry on, directly or Indirectly, any voter registration drive? Yes X No (3) Provide a grant to an individual for travel, study, or other similar purposes? Yes No (4) Provide a grant to en organization other than a charitable, etc., organization described In section 5013(a)(1), (2), or (3), or section 41340(dX2)7 n Yes El No (5) Provide for any purpose other than religious, charitable. scientific, Merry, or educational purposes, or for the Preventioriof comity to children or animals? D Yoe [F_I No b If any answer is 'Yes' to 5a(I)-(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 20 of the Instructions)? Organizations relying on a current notice regarding disaster assistance chock hero e c If the answer is 'Yes' to question 50(4), does the organization claim exemption from the tax because it maintained expenditure responsibility for the grant? ni Yes El No II 'Yes,' attach the statement required by Regulations section 53.4945-5(d). 6 a Did the organization, during the year, receive any funds, directlyor indirectly, to pay premiums on a personal benefit contract? ED Yes D No b Did the organization, during the year. pay premiums, directly or Indirectly, on a personal benefit contract? 011 answered West fo 6b. also fife Form 8870. 1 X 1b Yes N No _ A tc X 2b N A 3b 4a A X 4b 5 b N lib Form 990-PF (2000) J5* OE 1450 7.000 EFTA00224302

Form 990-PF (2000) information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employoes, and Contractors Part VIII Page 6 1 List all on lours, (mecum's, trustees, rounoation managers ano sneir compensanon sews page cu in (Ins mete tu.uutke_b (a) Nenie end address (b) 'Tide. and rootage (IOW, Per weak devoted lo position (e) Compensagon (It not paid, enter .41.) bouvoureeneesto *mews. lunge08M and alined comonnon (e) Expense account. other allowances JEFFREY EPSTEIN 6100 RED HOOK QUARTERS, ST. THOMAS, VI -PRES/DIA ONE HOUR 0 0 0 DARREN K. ,INDYKE 457 MADISON AVENUE, NY,NY /DIR ONE HOUR 0 0 0 GHISLAINE MAXWELL C76 IOU, ASSOC.,110 E59 ST., NY,NY TREAS/DIR ONE HOUR 0 0 0 2 Compensation of five highest-paid employees (other than those included on line 1 - see pago 21 of the ins ructions). f none, ntor "NONE." • (e) Name and address el each employcs Pall MOM MVO $50.000 (0) tilt and overage hours Per week devoted to position (c) Compensation Id) Come Auto, to *bemuse bomb eisne end OffignO CempeAuGon (e) Expanse account. other allowtinCes NONE Total number of other employees paid over 250,000 ► l 0 3 Fivo highest-paid Independent contractors for professional services - (see pago 21 of the instructions). If none, enter "NONE." (a) Name and address of each person paid more than $50 000 NONE (b) Type of musics Ic) Compensation Total number of others receiving over $50,000 for professional services Part 1X-A Summary of Direct Charitable Activities LIM the foundation's lour largest direct charitable act Mess during the lax sat Include relevant statistical IrJorrnstion such as the number 01 organizations end other benektento sewed. conferences convened. research papers produced, etc. Expanse 1 2 3 4 Form 990•PF (2000) eta NINO UN EFTA00224303

Form 990•PF (2000) Part 1X-B Summary of Program-Related Investments (see page 22 of the instructions) Page 7 cube the two lamest program-related investments made by the foundation donna the tax year 9n fines 1 and 2. Amount 2 Al other program-related lavietnionti. See pap 22 ol Ne InsUuctkms. 3 Part X Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see page 22 of the instructions.) 1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc., purposes: a Average monthly fair market value of securities b Average of monthly cash balances c Fair market value of all other assets (see page 23 of the instructions) d Total (add lines la, b, and c) Reduction claimed for blockage or other factors reported on lines la and I la I lc (attach detailed explanation) to 1b lc Id 193,697 18, 07 5 211,772 2 Acquisition indebtedness applicable to line 1 assets 0 3 Subtract line 2 from line ld 211, 772 4 Cash deemed held for charitable activities. Enter 1 1)2% of line 3 (for greater amount, see page 23 of the instructions) i 4 3, 177 5 Net value of noncharltable•use assets. Subtract line 4 from line 3. Enter here and on Part line 4 208, 595 Minimum Investment return. Enter 5% of line 5 6 10,4 30 3 Distributable Amount (see page 23 of the instructions) (Section 4942(j)(3) and (i)(5) p Nate operating foundations and certain foreign organizations check here ► FI and do not complete this part.) 1 Minimum investment return from Part X. line 6 2 a Tax on investment income for 2000 from Part VI, Me 5 b income tax for 2000. (This does not include the tax froth Part VI.) , c Add lines 2a and 2b 3 Distributable amount before adjustments. Subtract line 2c from line 1 4 a Recoveries of amounts treated as qualifying distributions b Income distributions from section 4947(a)(2) trusts c Add lines 4a and 4b 5 Add lines 3 and 4c 6 Deduction from distributable amount (see page 23 of the InStructions) 7 Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 89 10, 4 30 Part XII Qualifying Distributions (see page 24 of the instructions). 89 10, 341 5 10,341 10, 341 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: a Expenses, contributions, gifts, etc. - total from Part I, column (d), Ins 26 b Program-related investments - total of lines 1-3 of Part IX-13 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes 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) 4 Qualifying distributions. Add lines la through 3b. Enter here and on Pal, line 8 and Part XIII, lino 4 6 Organizations that qualify under section 4940(e) for the reduced rale of tax on net investment income. Enter 1% of Peril, line 27b (see page 24 of the instructions) Adjusted qualifying distributions. Subtract line 5 from line 4 Note: The amount on lino 6 will be used in Part column (b). In subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. In lb 183, 255 2 3a 3b 4 181,258 5 6 183,25: Form 990-PF (2000) OE 1410 2000 2 EFTA00224304

Form 090.PF (20001 Paw 8 Part XIII Undistributed Income (see page 24 of the instructions) 1 Distributable amount for 2000 horn Part XI, line 7 • 2 Undistributed InCome. Many. Ind tee end el 1999. a Enter amount for 1999 b Total for prior )ten: (a) Corpus (b) Years prior to 1999 (c) 1999 (d) • 2000 10, 341 0 0 3 Excess distributions carroyer, a From 1995 if any, to 2000: b From 1998 o From 1997 d From 1998 54, 323 e From 1999 138,485 1 Total of lines 3a %Arousal e 4 Qualifying distributions for 2000 from Part XII, lino 41. 183,255 192,808 0 • Applied to 1999, but not more b Applied to undistributed income (Election required • act one 25 c Treated as distributions out required • see page 25 of the d Applied to 2000 distributable o Remaining amount distributed 5 Excess distributions carryover (Iran amount appears in column amount must be shown In B Enter the not total of each Indicated below: a Corpus. Add lines 31. 4c, b Prior years' undistributed line 4b from line 2b c Enter the amount of prior income for which a notice Issued, or on which the section been previously assessed d Subtract line 6c from line amount - see page 25 of the • Undistributed Income tor 1099. from line 21. Tenth* 'meant Instruction' f Undistributed income for 4,1 and 5 from line 1. This be distributed in 2001 I Amourils vested es rester:lotions saltily requirements Imposed 494 2(9)(3) (see pone 26 ol the 8 Excess disidbutions mower on lino 5 or line 7 (see Pearl 9 Excess distributions carryover Subtract lines 7 and 8 from 10 Analysis of line 9: a Excess horn 1996 . . . than line 2a of prior years at the rstructions) . of COMUS (Election instructions) , amount out of corpus applied to 2000 (d). the same column fen column as and 4e. Subtract line 5 Income. Subtract years' undistributed of defiCiOnty has been 4942(a) tax has 6b. Taxable Instructions Subtract line 41 . NO pep 25 piths 2000. Subtract lines amount must out or corpus to by 110(100 1200XIXE)Ot Intstrut6066) from 1995 not applied 25 or the lastruclkes) to 2001. line 6a 0 0 10, 341 17 2, 914 0 365,722 0 0 0 0 0 0 0 365,722 ' b Excess from 1997 c Excess from 1998 . . . 54,323 d Excess from 1999 . . . 138,485 e Excess from 200(1 - • • 1 72_, 914 Form 99 0-PF (2000) )9A OE 1410 11.000 EFTA00224305

jaa2000) Private Operating Foundations (seepage 25 of the instructions and Part VII-A, quest on 9) 1 a If the foundation has received a ruling or determination letter that It is a private operating foundation, and (ho ruling Is effective for 2000, enter the date of the ruling b Chock box to indicate whether the organization is a privaie operating foundation described in section I 2 a Enter the lesser of the adjusted net Income from Pert I of the minknum Investment return from Pan X for each year listed . . b 85% of line 2a C CluMfying nInbudeno cam Pon Me 4 for oath year bolo, ti Amounlo inderlid 0.110 2e 1101 void dmody to wino condo° of ammo; wend 9 Overripe' dembumms moos Oil ocUy lot icon arta 44 sump! saves Sueuect III. 2d from1no te 3 Camelot' 30. D. or c la Ps senates toot rogod vow: 0 'Nate tilerlSiVe lost -*Milt: ( 1 ) Y910000 anew (2) Valve cd smote 0/WW2 tondo serlierl 4942(0085n b 'Endowment' Memos ten - Enloe 7/3 el minimum Inwootrnent 1110011 00On ;it Put A. Ins S kr tom yes listed 11 'Support* ollomo0.• toot • only. (1) Total support elho• Pan 0(051 Inmotmant Income (Unwed. adds de. i$414. payments On 1.1011100. loom; (tic 3I2t0X111 or reMn) (2) Supped hem own; Ovbeo and 5 re ewe morem ovemuolam preydod it swan tettLx3Xlhaw (3) isrpeil amount el smool From en rano; nonlurlon Slaws hmumeei . Supplementary Information (Comp eta this part only If the organization had $5,000 or more In • assets at any Ime during the year -- sae page 26 of the Instructions.) ISA 01.1420 2 000 Tax year fa) 2000 MI 1999 Price 3 sears is) 1908 Faze 9 4942(0(3j or 001997 4942(0(5) Id Total t Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total cone:Monona received by the foundation before the close of any tax year (but only if thoy 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 %Nally largo portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater Interest. 2 Information Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here fr W If the ofesolzellon only mates COntdbullens to preselected charitable orpenitabons and does not accept unsolkriod mounts lot funds. If the 0Manbelicin mates 07. WOOL etc. (see one 29 of the Instructions) so Inehleuals a ohoentzations under other commons, complete Items 2e. b, c. end d. a The name, address, and telephone number of the person to vrhom applications should bo eddrossed: b The form In which applications should be submitted and information and materials they should Include: o Any submission deadlines: d Any restrictions or limitations on awards, such as by geographical areas. charitable fields, kinds of institutions, or other factors: Fern 990-PF p000i EFTA00224306

Form D90-PF (2000) Part XV Page 10 Supplementary Information continued) Recipient II recipient la an Individual. showsay amatmakolo any ndalladi manner lou 9 substantialcontributor Foundatico own of reclaim% Purposed grant or contribution Amount Name and address (home or business) a Paid during the year STATEMENT I Total lit. 3a 100, 000 b Approved for future payment Total lo. 3b 0 Form 990-PF 12000) .19A abider 2.000 EFTA00224307

Form 990-PF (2000) Page 11 P X I- Analysis of Income-Producing Activities Enter gross amounts unless otherwise indicated. Unrelated business income Excluded b) section 512, 613, or 514 10) Relined or g:tacag, 1 Program service revenue: Nil Business code (b) Amount (c) Evar (d) • Amount a b c • d a 1 9 Foes end contracts from government agencies 2 Membership Ikea and assessments 3 Interest on seethes and temporary cosh investments 4 Dividends and interest from securities , , . . 5 Net rental Income or (loss) from real estate: a Debt-financed property b Not debt-financed property 6 Net tent.' Income a (loss) kern personal Impala/ 7 Other Investment income 8 Gain or pogo from sales Name's cern( thin Inventory 9 Not Income or (loss) from special events • 10 Gross profit or (loss) from sales of in901201). 11 Other revenue: a 14 4,457 I 18 -147,137 b c d • 12 Subtotal Add coitmins (b), (d). and (e) , , -142,680 13 Total Add line 12, Mums (b), (d). and (e) See worksheet in line 13 Instructions on pawn o verify calculations ) : 'Relationship of Activities to the Accomplishment of Exempt Purposes Explain below how each activity for which income is reported In column (e) of Pad XVI-A contributed Importantly to Una Na the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes). (see page 27 of the Instructions.) -192, 680 to 1 3 Form 990-PF (2000) JSA Of I 49a 2,000 EFTA00224308

Not Pepe esiO.PF Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations Old the organization directly or indirectly engage In any of the following with any other organization described in sec ion 601(c) of the Code (other than section 501(o)(3) organizations) a in suction 527, relating to political organizations? Transfers from the reporting organization to a nonCharitable exempt organization of: (1) Cash . laid X (2) Other assets lain X b Other Traosaction (1) Sales of assets to a noncheritatie exempt organization (2) Purchases of assets from a nom:heritable exempt organization (3) Rental of facilities. equipment, or other assets (4) Reimbursement arrangements (5) Loans or loan guarantees (6) Performance of services or membership or fundraising solicitations a Sharing of facilities, equipment, mailing lists, other assets, or paid employoes d If 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, other assets, or services given by the reporting organization. I the organization received loss than fair market value In any transaction or sharing arrangement. show in column (d) the value of the goods, other assets, or services received. Lineno. fb) Amount into Jo) Name of mecheritatte exempt alanliatien Yes •••m•••• 16(1) 1bW 16138 'O(\ 16(51 1bfI 10 No x (0 Description d Veneers eansactkos end sharing armaments 2 a Is the organization directly or ndlreclly affiliated with, or related to, one or more lakeismpt organizations described In section 501(c) of the Code (other than section 501(c)(3))or In section 5277 lj Yes D No b 'Y • canolete the (a) Name et Orgentragon DI Tea Of deentution DI Description of estalioahlp EPSTEIN INTERESTS PRIVATE FOUNDATION JEFFREY E. EPSTEIN IS J. EPSTEIN VIRGIN ISLANDS PRIVATE FOUNDATION PRESIDENT AND A CONTRIBUTOR FOUNDATION, INC. TO ALL THREE FOUNDATIONS MAX FOUNDATION PRIVATE FOUNDATION GHISLAINE MAXWELL IS A TRUSTEE OF BOTH FOUNDATIONS I Sign Here I Under true, correct, penalties of palm lare wail have examined and comp a. Dec ration dampers: this return. including accompanying schodu and statements. and to the best of my knowledge and bold, it is other than Unrayer or (duciary)ls based on all I fon of vihiCh wearer has any knowledge. I ?'• '97 • ii • Stratum of aim or trustee 9 Oslo r lute . /1' 1g I : , Pit:adorer's k 9 gnature r / Did7 /001 echock ptoye n dep. Prepares SSN or PTIN (Sac Signature on P999 28 I IMIM I. ii Firm's name ( yarn I. ASSOCIATES ON lit. If self-employed), address, e lli lIST 59TH STREET and ZIP code NEW YORK, NY 10022 Phone no. ran 990-PF (2000) rsn del 493 2.000 EFTA00224309

THE C.O.U.Q. FOUNDATION 13-3996471 Y/E 02/28/01 FORM 990PF STATEMENT 1 PART I. LINE 23 OTHER EXPENSES Bank Charges 36 Consulting & Research 50,000 Filing Fees 180 Health Insurance 3,974 Office Expense 145 Payroll Expense 1,284 Telephone 226 Total 55,845 STATEMENT 2 PART II, LINE 10(b1 INVESTMENTS. CORPORATE STOCK Book Value Market Value 2,100 SH AT&T 111,329 44,100 STATEMENT 3 PART XV. LINE 3 CONTRIBUTIONS PAID 07/06/00 World Economic Forum $50,000 05/04/00 Ionia, Inc. $50,000 Total $100,000 EFTA00224310

EXTENSION ATTACHEG F.990-PF Return of Private Foundation oriiecteen4947(a)(1)tionexensptCharitableTrust Dopanmon't olteeTreasury Treated asa Private Foundation Interne Ftovitnue Samos Note The organization may be ada to use a Øyd PM retur', lo satisly state reporang requuemena 3 Check all Chat 3 ' return Final return Amended return Address charge 'Nome °hange 'or calendar eat 2001 or tax oar be Inni 03 01 01 2001, and endel 02/28/02 A E/ni:kipa Idimulketion numbor Us* tho IRS lab*, (»envist% print or type Ses Seedet Instruction Neme ol organa:al« THE C 0 U Q FOUNDATION, INC Numbor and street (or P 0 box numbor d mal ts not deiwered to street address) C/0101011.1 ASSOCIATES, 110 EAST 59TH ST. City ot town, sta anti ZIP cafe NEW YORK, NY 10022 Roongsuito 14 Check type of orgarezabon i X I Section 501(ca exempt private foundation ri Sedlen 4941(a)(1) nomerompi chadable bust n Olher taxable puvete loundation I Fair merket value of all assets at end J Accounting melhud Luc Cash LI Accrual of year (horn Part II, ad (c), kne ri OMGI' (spocify) n iiii 12, 573, 103 (Part i. tolunn (d) mus: be on cash basis ) • C c O In c a O Analysis of Revenue and Expenses (17ze total of amounts n cdumns (b), (c), and Pemay not nocessanly aqua! the amourds column (e) (sea page 10 ol the instmciscns)) i Coanbann n. 'scenel team artselme) 1156 tegneleen is 001 repustel ID Chice eriach Sch B 2 Distributions hom sølt-Internt buste 3 lille( (ril on savspe end 56014104%iy t&Sh Inserere 4 Dmdends and interest from sectiMeas 5a Gross rente b elet Neie ~me or (lote) 5a Net VM or onn) from ule ot auet, not on be 10 b Gies* saknenes lor sit 'peis on Si. sa 7 Oppdal gem net incomo (frem Part IV, hno 2) 8 Net short-term captal gein 9 Income modifications • • • 10 s Gross sees bes rorums end atkmences • b Lest eost of potes solel e Gross profil c< (loss) (allach schekile) 11 Othor meorno (aftach acheAde) 12 Total Aud lines 1 Inn:mett 11 i 13 Componeetton ot ~ro nedom trues sto 14 Olher employee selanes and ringes 15 Pension plans, employoe banefits „ 18a Legal Res (attach schodale) b Accounling feos (altach schedule) c Other esprinalfees (Lattac/ 17 kikkes REGI:Rit 18 Tonn( —scheduite len;; ;in/ 1% 61 20 ()ete - 19 Deprec t rittet dtp • • * • t_19-: on 21 Travel, on etes, n randr uleetings,...,- 22 Panting and pi6D‘.6tWN, u i 23 Othor expenses (anedl schedule) ST 2 . 14 Total operating and admintstravo typenes* Add lines 13 through 23 • , 25 Conlyebu bon!, girt, grans pakt 28 iss ineeeeeteeeettenemmue Atitlinis 24 an5125 27 Sublrael line 26 from lene 12 • UN., al revens» ev« ripren end disbuninwel, b Not Investment Incoma negative, enter 4-) • AdJustod net interne gl negative_ enter -04_ (a) Revenue ni inpenses per booke 32 (b) Net investment income OMS No 1545 0052 2001 13-3996471 B Tol•phonn nurnber (1.0 6096 le ot tho wittnictiore) e il wrimptcn ► ptindaig 6160.9Licr " . • l) %als Organ:ram cbv:/then. ► 2 Fonnen eiginiteemelSig 114 65% lan d.a hun ene i I. compulaan e 1/ pmau reenineen 6161565a. ~Mod rn tant, na.on 50%b 16/4 cm* hala F /11156 loondahon la in el)NnoninleonnlitCn undili uncis 50/[b 16115 chn% lun ) 5 ri ( ) Adjusted net ineome (d) Dtsbursements for chantalake parposes (cash basis °nite 39,223 219,790 39,223 219,790 13, 101$51 13,101,951 13 168 397 13, 360, 996 13, 360, 964 13,168,397 1,962 4, 332 1, 962 4,332 253 600 50_, 809, 57,956 845, 000 902, 956 12, 458, El40 0 13, 360, 964 0 13,168,397 56 2 alm 1.455 For Paperwork Reduction Act Holke, sos the InstnictIons 50, 809 57, J.03 845, 000 902,103 Fonn 990-P F noci$ EFTA00224311

F rn 99¢PF2 1 Part Attached sanctums and amounts In the Sheets Beginning of veer End of year II Balance desCriplion colonel should be for end(ol.year amounts only (See Instructions ) (a) Book Value (b) Book Value (c) Fair Market Value 41 : 4 se 1 Cush • non-interest-boanng , , 2,144 14,811 14,811 2 Savings and temporary cash investments . . . . 79 12,307,404 12,307,404 3 Accounts receivable * Less allowance for doubtful accounts * . 4 Pledges recervable le Less allowance for doubtful accounts le 5 Grants arnelVable . . . 6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see page IS of the washeons) 7 Other notes and loans reoervable (attach schedule) O''' Less allowance for doubtful accounts le 8 Inventones for sale a use , , , 9 Prepaid expenses and deferred charges , . . . 10 a InvernmentS • U 3 and slats government obbgebons (attach schedule) . b investments - corporate stook (attach schedule) . . . 111,329 c Investments - corporate bonds (attach schedule) . . ii 177g7Zgi,r1r".. * Leh accumtamsd deprecation * schedule) (attach 12 Investments • mortgage loans . , . 13 Investments • other (attach adtcdthe) , , , . . 14 Land budings, and Il. 2 L 9138 equipment basis Less &COMO Add deposcation gii, 2L100 (attach echedua) 15 Other assets (detente * Property rights ) 16 Total assets (to be completed by ell filers -see pegs to of the instructions Also, see page 1, item l) • • • • - • • • 1,498 888 888 250,000 250,000 115,050 12,573,103 12,573,103 -: ... 121 17 Accounts payable and accrued toppings . . , . , , , 16 Grants payable . . . . . . . . . . . la Deferred revenue . . . . . 20 Loans Imo officers (hectors. Innate, and caw OISCIVOlkaa POW'S . Mortgages and other notes payable (attach schedule) . 22 Other habldies (descnbe lie ) 23 Total Imbeciles (add Imes 17 IhroUal) 221 • • • • • E 5 a v c 2 is. t• fo p29 4 to z Organizations that follow SFAS 117, check hero ,.. LJ and complete lines 24 through 26 and lines 30 and 31 24 u4,441444.2 . , . . . . . . 26 Temporanly restricted . . . . . . . . . 26 Permanently restricted • • • • • Organizations that do not follow SFAS 117, chock here and complete lines 27 through 31 p. x 27 Capital stock, trust principal, or current funds . . . . 2$ Palcbm or evaded surplus, a land. bldg end equipment fund Retained earnings, accumulated income encloomonl. Of Olibef iAldt 30 Total net assets or fund balances (see page 17 of the instructions) . . . . . , , , , , , , , , , . 31 Total liabilities and net assets/fund balances (see page 17 of the instructions) • • • • • • • • 115,050 12,573,103 115,050 12,573,103 115,050 12,573,103 a2 Part III Analysis of Changes In Net Assets or Fund Balances I Total net assets or fund balances at beginning of year • Part k, column (a), hne 30 (must agree with end-of-year figure reported on prior years rotten) , 2 Enter amount from Part I, line 27a , 3 Other increases not included in line 2 (Remo) le Rounding 4 Add lines 1,2, and 3 5 Decreases not included in MO 2 (itemize) le Total net assets or fund balances at end of year (hne 4 minus line 5) - Pad II column (b), line 30 . 115,050 12,458 040 3 13 4 12 573 103 5 6 12 573 103 Fenn 990-PF (2001) JSA 131420)003 EFTA00224312

F 12001) Capital Gains and Losses for Tax on Investment Income Paco 3 (a) List and descnbe the kind(s) of property sdd (e g. real estate, 2-story brick warehouse, a cannon meek 200 shs MLC Co) (b) How occlusal ninon n , bo eek D-Dona na Date ) ne... ‘c"w:. iry" 4- ( • dirt x ) (el) Date soid (rno . 1 day yr) 1a Statement 3 b .I c d e (e) Gross sales price (t) Depreciation allowed (or allowable) (g) COS) or other basis plus expense of sale (h) Gain a foss) (e) plus (I) minus (g) a b c d a Complete only for assets showing gain in column (ll) and owned by the foundation on 12131/89 p) Gans (Cd (h) gain minus cot (k), but not less than -0-) or tans (from cd (h)) (I) F M' as of 12/31/139 (I)Adiusted basis as of 12131169 (Id Excess d col (i) over ed 0), if any a b e d e 2 Capital gam net income o (net caplet loss) • • If gain, also enter in Pan I, line 7 • If (loSs). enter -0- in Pad I, tine 7 } { 3 Net short-term capital gain or (loss) as defined in sectons 1222(5) and (6) If gain, also enter in Part I, line 8, column (c) (see pages 13 and 17 of the instructions) If (loss), enter -0- in Part I, line 8 , . . , . . . . . ) , 2 13, 101, 951 3 13, 168, 397 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 part Mink Was the organization liable for the section 4942 tax on the distributable amount of any yearn the base perod? . Yes K No If Wes; the organization does not qualify under section 4940(e) Do not complete gas part 1 Enter the appropriate amount in each column for each year. see page 18 of the instructions before making arty entries (a) Base petted Alm Calendar see (or lox reef bedetrung in) 04 A/Jollied (SIIIIITASI (Ilibibubcni (c) Net valued 00nCasntable-use Mats (d) ChsInbuleln Aim (Col (b) deeded eyed fen 2000 183,25`5I 208,595 0.878521 1999 153,695 307, 635 0 4 99602 1998 54,655 6,642 8 228697 1997 1996 2 Total of line 1, column (d . . . . . , . . . . . . . . 3 Average distribution ratio for the 5-year base period-divide the total on lone 2 by 5, or by the number of years the foundation has been in existence rf less than 5 years . 4 Enter the net value of nonchantabte-use assets for 2001 from Part X, line 5 . . , . . $ Multiply line 4 by line 3 . . . . . . . . . . . . . . . . 6 Enter 1% of net investment income (1% of Part I, line 27h) . . . , . 7 Add lines 5 and 6 . . . . . . . . . . . . . . 8 Enter qualifying distributions from Part XII, line 4 • • . • • • . • • 2 9 606820 3 3 202273 4 7,498,097 5 24, 010, 954 6 133, 610 24,144, 564 8 902, 103 Ilene a Is ideal to or greater than Me 7. Meek the bac el PM VI Me lb. end coMpWe Mal pan ming a l% tea Ms See the Pei VI inelyuctons co peg. IS Jae le trine cen [Aim qcsfi-PF rWinti EFTA00224313

FOMI oliFr2001) Page Excise Tax Based on Investment Income (Section 4940(a) 4940(p), 4940(e), or 4948 - see page 18 of the Instructions) 1a Exempt operating foundations described in seCtIon 4940(d)(2), check hero * Date of ruling letter (attach copy of ruling letter if necessary -see Instructions) Domestic or ahons that meet the section 4940(e) requirements if, Pan 'check here Ilk Lj and enter 1% of Part I, tine 27b • . , . • • I • c All other domestic organizations enter 2% of line 27b Exempt foreign organtiaticns enter 4% of Part I, Me IZ col (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable Icundabons only Others aster -0-) 3 Add lines 1 and 2 , 4 Subtitle A (Income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 5 6 7 a 9 10 11 Part VII-A a During the tax year, did the organization attempt to influence any national, state, a local legstaton a did it participate a intervene in any political campaign? • • • • • • • b Did n spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of the Instructions for definition)? • • • • • • • • • If the answer /9 "Air to fa or lb, attach a debuted descnpbon °Oho acInntias and copies or any manna's published or distributed by the organization in connection with the acimtres c Did the organization tile Form 1120-POL for this year? • • , . . . Enter the amount fit any) of tax on political expenditures (section 4955) imposed dunng the year (1) On the organization * (2) On organization managers ► $ • Enter the reimbursement (il any) paid by the organization during the year for politcal excencliture tax imposed on organization managers 2 Has the organization engaged in any activities that have not prinnously been reported to the IRS? , If 'Yes,' attach a detailed descnpbon of the activities 3 Has the organization made any changes, not previously reported to the IRS, in its governing Insliument, articles of incorporation, or bylaws, or other similar instalments? If 'Yes.' attach a conformed copy of the changes , • • . • 4 a Did the organization have unrelated business gross inccrne d 51,000 or more during the year? , b II `Yes' has it filed a tax return on Form 990.T for this year? , , • • • 5 Was there a liquidation, termination, dissolution, or substantial contraction dunng the year? It Yes,' attach the statement required by General instruction T 6 Are the requirements of section 508(0) (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 stale law remain in the governing Instrument? . . • • • 7 Chd the organization have at feast 55,000 in assets at any time dining the year? a 'Yesiscomplote Part IS, cot (c), and Part XV a Enter the stales to which the foundation reports or with which it is registered (see page 19 of he instructions) o. New York b If the answer is Yes' lo line 7. has the organization lumishoi a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G? It 'No,' attach explanation . . . . 9 15 the organization claiming status as a private operating foundation within the meaning of section 49420)(3) or 49420)(5) for calendar year 2001 of the taxable year beginning in 2001 (see instructions fa Part XIV on page 2s)? complete Part XN • • • • • • • 10 Did any persons become substantial contributors dunng the tax year? //Yes,•attech a schedule listing their names and addresses 11 Did the organization comply with the public inspection requirements for its annual returns and exemption application? and enter 'NM' on line 1 Tax based on Investment Income Subtract Me 4 frern lino 3 II zero a less, enter -0- , Credits/Payments a 2001 estimated tax payments end 2000 overpayment credited to 2001 b Exempt foreign organizations - taxwithheed source with application or file (Form 8868) c Tax paid f at of time lo extension d Backup withholding erroneously withheld, , . . Total credits and payments Add lines 6a through 64:1 • •_,.. 6a • • bb 1 6e 89 64 . • OW • • • • Enter any penalty fa underpayment of estimated tax Check here t , l if Form 2220 is attached Tax due If the total of lines 5 and 8 is mete than hoe 7, enter amount owed • , , • , , , . . Ile Overpayment. If line 7 is more than the total of lines 6 and 8, enter the amount overpaid . . . . . . Enter the amount of line 10 to be Credited to 2002 estimated tax * , I , . 19 Refunded * 267,_219 2 3 4 6 267,219 7 8 9 10 11 267,219 89 6,609_ 273,739 Statements Regarding Activities 13 Yes 1a 1b No x x 4a 4b 6 6 7 N A eb 10, 11 x Web site address _ The books are in care of i.jullint_ Dotson Associates --------------- --- Telephone no 1._11121_909-9680 Located at ► 110 East 59th Street, New York,. NY 21P+4 yo 10222 Section 4947(e)(1) nonexempt chantable trusts Pang Form 990,PF in lieu of Form 1041 -Check hero , • . . . • and enter the amount of tax-exempt interest received or acaued during the year . . 13 I sE1440 4000 Form 990-PF (2001) EFTA00224314

Form 990-PF (2001) Page 5 Statements Regarding Activities for Which Form 4720 May Be Required Filo Form 4/20 If any Item Is checked In the "Yee column, unless an exception applies 1 a During the year did the organization (either direettycr indirectly) (1) Engage in the sale or exchange, or leasing of property with a disqualified person? . (2) Borrow money kern, lend money to, or otherwise extend credit lo (ot accept a from) a disqudilled person? • . . Yes (3) Furnish goods services, or Moll= lo (or accept them from) a asquallied person? . Yes (4) Pay compensation to, or pay or reimburse the axpenses of, a disqualified person? . . . , Yes (5) Transfer any income or assets to a disqualified person (a make any of either available for the benefit or use of a disqualified person)? . . . . . • • (6) Agree to pay money or property to a government official? (Exception Check 'No' if the organization agreed to make a grant to or to employ the official for a gonad after termination of government service, if terminating within 90 days ) Yes M No x X No No No 0 Yes 0 No 0 Yes Q No b II any answer is 'Yes' to 1t(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations section 53 4941(d)-3 or in a current notice regarding disaster asststate (seepage 19 of the instructions)? . . . . Organizations relying on a current notice regarding disaster assistance chock here • e Did the organization engage in a prior year in any of the acts deserted in it other than excepted acts, that wore not corroded before the first day of the tax year begnning in 20017 . • . • 2 Taxes on failure to distribute income (section 4942) (does not apply for years the organization was a private operating foundation defined in section 49420)(3) or 4942Q)(5)) At the end of lax year 2001. did the organization have any undistributed name (lines 6d and 6e. Part XI II) for tax years) beginning before 2(3017 . . . . . If 'Yes.' list the years Aro there any years listed in 2. fa which the orgenizaban is not applying the provisions of section 4942(0X2) (relating to incorrect valuation of assets) to the year's undistributed income? (II applying section 4942(0)(2) to all years listed, answer 'NW and attach statement • see page l9 of the instructions ). . . . II the provisions of section 4942(8)(2) ere bang applied to any of the years listed in 2a. hal the years here • b Dyes Elc. No 3 a Did the organization hold more than a 2% direct or indirect interest in any business enterprise at any arse dung the year? • , „ . . . . . . . K Yes ri:( No b If -Yes' did it have excess business hddings in 2001 as a result of (1) any purchase by the organization or disqualified persons atter May 26, 1969, (2) the lapse of the 5-year period (or tenger period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings weaved by gift a bequest, or (3) the lapse of the 10-, 15-, or 20-yew first phase holding period? (Use Schedule C, Form 4720, to determine d the orgennatran had excess business hdangs in 2001 ) • • • . • 4 • Did the organization invest during the year any amount in a manner that would popardae ys charitable purposes? . . . b Did the organization make any investment in a prior year (but after December 31, 1969) that couldpi:pardon its chwitable purpose that had not been removed from Jeopardy before the first day of the tax year beginning in 2001? 5 a During the year did the organization pay a incur any amount to (1) Curry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? (2) Influence the outcome of any specific public steelier) (see section 4956), or to carry on, directly or indirectly, any voter registration drive? (3) Provide a grant to an individual for travel, study, or other similar Purposes? • • (4) Provide a grant to an organization other than a charitable, etc, organization descnbod in section 509(8)(1), (2), or (3), or suction 4940(0)(2)7 • , , • • , n Yes I NI No (5) Provide ler any purpose other than religious. charitable, sooner); literary. Cf educational purposes, or for the prevention of cruelty to children or animals? , F-1 Yos I N-1 No ri Yes LNo Yes No Yes No b If any answer is 'Yes" to 58(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 assists's:a (see page 20 of the instructions)? • Organizations relying on a current notice regarding disaster assistance check here . . . c If the answer is 'Yes' to question 5a(4), does the organization clam exemption from the tax because it maintained expenditure respensibility for the grant? . . . . . . . . • Yes K No It 'Yes: attach the statement required by Regulations sectico 53 4945-5(d) 6 a Did the organization, during the year, receive any funds, direcUy or indirectly. topay premiums on a personal benefit =tract? • , • 11 Yes Li No b Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit centred? • • , It you answered 'Yaffe/ 66, also Me Form 8870 ). I b Yes N No A le 2b N A 3b to N 4b Sb N SD Fenn 990-PC (2001) 45). 101450 4 000 EFTA00224315

Form WA* (2001) Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors Page 6 I ust an OtTICIWO, directors, trustees, foundation managers ana their compensation (see page AU or me instrumiona) calNemo and rddress gamin and ;versa hours per week devoted to canon fir j Compensation (), not paid, inlay 4-) awceoworwnsto MSc" pm DPIIK4 Pi1011 end a Wars, caregensurn (e) E won se aocouni. °:"( a'f°Wan C.2 Jeffrey Epstein 6100 Red Hook Quarter, St Thomas VI Pres/Dir One Hour 0 0 0 Darren X Indyke 457 Madison Avenue, New York, NY 1 Pres/Dir -One Hour 0 0 0 Ghislaine Maxwell c/0 Deleon A38O., 110 E 59th St NY,NY Treas/Dir One Hour 0 0 0 2 Compensation of five highest-paid employees (other than those Included on line 1 • see page 21 of the instructions) If none, enter "NONE" (a) Name and address of each antelcre peel more than $50 000 (b) Tale end MIMI. hours est week desvted to pouraon (c) Compensation icn Call.. ibActos lo •mplayes tined pans ono Olen"! comeensem (a) Expense account other allowances NONE Total number of other employees paid over $50.000 . . . . . . . . . 0 3 Five highest-paid independent contractors for professional services • see page 21 of the instructions) If none, error -- "NONE." (a) Marne end address of each poison paid more than $50.000 (b) Type of se:vice (c) Compensation NONE Total number of others receiving over $50,000 for professional services , Part ILA Summary of Direct Charitable Activities . o List the rauncier:4i s lour larsesi direct charitable ocular's: Owns the tax year imams relevanlatelewel Inlormabco such es the number of organdie/one and other benecterres tenon. conferences convened. research papers produced, arc Expel$413 I 2 3 row, 990-PF (2001) can 141400 a 000 EFTA00224316

Form 990-PF (2ool) Prue? •Related investments of instructions) -Abe the two lamest program-retaled investments made by the loundahon dunng the tax year on toes 1 and 2 Amount 2 micas proetem•teleted uwastments 3 ate pikio22 of irionsinceoni Total Add lines 1 through 3 li- Part X Minimum Investment Return (All domestic foundations must complete this part Foreign foundations, see page 22 of the instructions ) 1 Fair market value of assets not used (or held for use) directly in carrying out chartable, etc . purposes a Average monthly fair market value of sect/dies . . b Average of monthly cash balances • • . e Fair market value of all other assets (see page 22 of Ile instructions) . . , . d Total (add lines la, b, and c) . . . a Reduction claimed for blockage or other factors reported on lines la aril lc (attach detailed explanation) 1 10 9 9 9 9 9 • • • 2 Acquisition indebtedness applicable to line 1 assets I • • • • • • • 3 Subtract line 2 from line 1d . • • • • • • 7, 612 281 4 Cash deemed held for charitable activities Enter 1 1/2% of line 3 (for greater amount, see page 23 of the instructions) . . . . . . . • 9 1 • • Net value of noneharitaide•use assets. Subtract line 4 from line 3 Enter here and on Part S. M. 4 5 7, 498, 097 - AlnImum Investment return. Enter 5% of line 5 374 905 • . • • • • • 1a 1b 1,366,729 6,162 219 83 333 Id 2 3 7 612,281 4 6 114,184 Distributable Amount (see page 23 of the instructions) (Section 4942Q)(3) and (i)(5) p Nate operating foundations and certain foreign organizations check here I. pi and do not complete this pad ) 1 Minimum investment return from Part X, line 6 . . . . . . . . 2 a' Tax on investment income for 2001 from Part VI, line 5 2a . . b Income tax for 2001 (This does not include the tax from Part VI ) 12b, c Add lines 2a and 2b . . . . 3 Distributable amount before adjustments Subtract line 2c from line 1 • 4 a Recoveries of amounts treated as qualifying dalnbulions 44 b Income distributions from section 4947(02) trusts 4b • , 267,219 • • I Add lines 4a and 4b , . , , Add lines 3 and 40 . . . . . 6 Deduction from distributable amount (see page 23 of the instructions) . . 7 Distributable amount as adjusted Subtract line 6 from line 5 Enter here and on Part XIII, line 1 . . Part XII Qualifying Distributions (see page 23 of the instructions) 374 905 2 267, 219 107, 686 4 5 6 107,686 107.686 1 Amounts paid (including administrative expenses) to accomplish chartable, etc • puposes a Expenses, contributions, gifts, etc - total from Part I, column (d), line 26 • . l • • I Is 902 103 b Program-related investments • Total from Part IX-S. lb 2 • . • • • • • Amounts paid to acquire assets used (or held for use) directly in carryng out charitable, etc , purposes 2 3 • • • • • • • • • Amounts set aside for specific charitable projects that satsfy the a Suilabibly test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule) • . • . 3b 4 902 103 4 s Qualifying distributions, Add lines fa through 30 Enter here and on Pan', line 8 and Pan All, line 4 Organizations that qualify under section 4940(e) for the reduced rate of tax on net investment income Enter 1% of Part I, line 27b (see page 24 of ire instructions) 5 Adjusted qualifying distributions Subtract line 5 from line 4 6 902 10 3 . Note The amount on line 6 will bo used in Pan f, coturm (b), in subsequent years vhen calculating Mather qualifies for the section 4940(e) reduction of fax in those years the foundation ISA IEI4 TO 4 000 Form 990-PF (2001) EFTA00224317

Fo'm 000.PF (2001) P.c.. 8 Part XIII 2 3 1 Undistributed Income (see page 24 of the instructions) Chstnbutable amount for 2001 hne 7 . Undistributed income deny from Part Xt, (a) CcrPus (b) Years prior to 2000 lc) 2000 (d) 2001 . 107 686 ' as Sam end of 2000 a Enter amount for 2000 only b Total for pointers , , . Excess distributions car a From 1996 . . . b From 1997 . e From 1993 4 any. to 2001 54, 323 d From 1999 138,485 • From 2000 . . • 172,914 I Total of lines 3a through e . 365, 722 Qualifying distributions for 2001 tram Pot Xli, brie 4 lie 902,103 a Applied to 2000. but not more than line 2a b Applied to undistributed income of pnor years (Election requited • see pogo 24 cA the Instrucbons) c Treated es distributions out of corpus (Election required - see page 24 ci the instructions) d Applied to 2001 distributable amount, . . 101,686 • Remaining amount distnbuted out of ccrywe 7 94 4 17 I Excess distributions carryover applied to 2001 (ten amount appears in cciumn (d). Me same amen( must be sham en sawn (a)) i Enter the net total of each column as indicated below. a Corpus Add lines 31. 4c. and 4e Subtract tine 5 1, 160, 13 9 b Prior years' undistributed income Subject line 4b from line 213 . . . C e Enter the amount of pnor rein' undistnbuted income for which a notice of deficiency has been issued, or on which the section 4942(e) tax has been previously assessed . d Subtract line 6c from line 6b TaxeUe amount • sea page 25 of the instructions • Undislilbuted income toi. 2000 Subireci line 4a from sins 2a Taxabk. amount • se pogo 25 of the instructions . . 0 f Undistributed income for 2001 Subtract lines 4d and 5 from line 1 This amount must be distributed in 2002 . . 0 7 Amounts treated as distnbutictis out of corpus to satisfy requirements imposed by section 170(bX1)(E) Cr 4942(9X3) (see page 25 of the instructions) 8 Excess distnbutions carryover Iran 1996 not applied on line 5 or hoe 7 (see Page 25 of the instructions) . . . . . . . . . 9 Excess distributions carryover 10 2002 Subtract lines 7 and 6 from line Gs . , 1,160,139 0 Analysts of lino 9 a Excess from 1997 to Excess from 1998 . 54: 323 c Excess Crum 1999 1a 485 cl Excess InX112000 172, 914 • Excess from 2601 714,417 torn 990-P F 12001) JSA E 1450 4 000 EFTA00224318

Form tao•Pe Ram Private Operating Foundations (see page 25 of the instructions and Part MIA question 9) 1 a if the foundation has received a ruling or determination letter that en a private operating foundation, and the ruling is effective for 2001, enter the date of the rukng ► 4 Check box to indicate whether the organization is a private operating foundation described m section 2a Enter Ilia *swot the adjusted net Pam* from Parl I or tip marnum Investment return from Pad X lot each year hated b as% of line?. . . C Ouraftlying Masao, from Pan lie lon• 4 la each year NINO d Mounts included n toe 24 not urea ear ay lor IMP oviduct of exempt ac/taYal • Cumbering antaritats may dimply 104 Ma meta of *twat pump &Milo line 20 Iran Si. . • 3 Coca IP 34b, a e Ice N. anwnstive Sal naiad opal a 'Aeos' ellamathe nor snit (I) ay. of fal poets (2) Volved sasMi arta"; under mac 4120X3X1:0 b 'EnOwernsnr allanwhe lam inter 213 ol pomp, Investment mum mum In Po X Me 6 la each year 11.10 C 'Support' Pm Om Sal ants- ( I) fool roam ape ViM giant Vnealananl nano UM/MK draa•r4s iamb poyernoti on seamen teens (.dal 517(0XS)l of Madan) . . (2) supra'. IOTA genial pubic ea 6 a non •rompl on wombats al Maid n pan 49426630)p) (3) Largest root of ampere hem en mem crampoon • 4 amen mortmell brat. Supplementary Information (Comp eta this part only if the organization had $5,000 or more In assets at any time during the year - see page 26 of the instructions ) Tax year (a1S901 112000 Prier 3 yews kirsati p.m, 9 4942(p)(3)or 1 49420)(5) 111005 (61 Total 1 information Regarding Foundation Managers a List any managers of the foundation who have contributed more than 2% of the total contnbutcns received by the foundation before the close of any tax year (but only if they have contributed more than $5,000) (See section 507(dX2) ) Jeffrey E Epstein b List any managers of the foundation who own 10% or more of the stock of a wren-aeon (or an equally large pottiest of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest 2 Information Rem.rding Contribution, Grant, Gift, Loan, Scholarship, etc , Programs Check here Iso I kea marthation only mikes contributions to preselectod Wnlsble aganitaions and does not accept unsolicited requests la funds ti the Caen Patton makes pills grants MC (see page 26 of the insUuctqcs) to ramie a Ot Orgentatrall under Other COnektionS. MOOS demo Te b C and d a The name, address, and telephone number of the person to whom ea:ketone should be addressed b The form in which applications should be submitted and information and matanals they should include c My submission deatAnes d My restnctuons or limitations on awards, such as by geographical areas, chaitable fields, kinds d insbtubons, a other factors JSA toremonnot clellt.PF Irina% EFTA00224319

Form 990.PF (2001). Dicta Supplementary Information continued) rants and Contributions Paid During the Year or Approved for Future Payment II Recipient t•Cspient is an sldnvbsst show any relabobillup to any foundation manager or substantial cannbutor Feu status ol iscIplant Putpose c4 grant « Amount contnbubon Name and address (home or business) a Patel during the year Statement 4 Total . . . . . . . O. 3a 84 5, 000 b Approved for future payment None Total . . 0 Pago1 0 Form 990-PF (2001) it' 1[14,1 31300 EFTA00224320

Form 990-PF (2001) Analysis of Income-Producing Activities Enter gr 1 Pr a b d 2 Me 3 Inlet 4 Oiv S Net a b 6 Net 7 0th S Our 9 Net 10 Or 11 0th b d 12 Sul Page 11 oss amounts unless othemnse indicated Unrelated business income Excluded b' section 612. 513, or 514 'Ter Related or exempt function income (See page 26 of the instrucbonsy cram scenic, revenue (a) Business Cede (b) Amount (c) Eschew code (d) Amount Fein and Conleante kern government *minces nbership duos and assessments est on sewes am lettpearyCaah ummlmente dends end interest from secuMies , rental income a (loss) from real estate Debt•linanced property Not debt-financed property rental income or (loss) from Peronnel properly • ef Investment incase , . lot (loss) learn gas of sisals Whim WA iment0ey income or (Ices) from special events . iss profit or (Ices) Iran sates of inventory. . ef revenue • ,._ 14 39,223 14 219,790 18 13,101,951 >total Add columns (0). (d), and (e) • 13,360,964 3 Total Add line 12, columns (b), (d), end (e) , pe13 . . See worksheet in line 13 instructions on perm 20 o verify calculations ) Relationship of Activities to the Accomplishment of Exempt Purposes Unsieo 13,360,964 Explain below how each activity for which income is reported in column (e) of Pan XVI-A contributed importantly to the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes) (See page 27 of the instructions ) Fcan 990-PF (2001) J9.4 if IAN 4 000 EFTA00224321

Form S9044 200Th pr o 12 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations I Did the organization directly or indirectly engage in any of the following with any other organizabcn doscnbed m socSon 50f(c) of the Code (other than section 501(cK3) organizations) a in section 527, relating to political again/ titan? a Transfers horn the reporting organization to a nonchentable exempt organization of (I) Cush . (2) Other assets , b Other Transactions (1) Sales of assets to a nonchantable °mina organization , (2) Purchases of assets from a nonchantable exempt organaation (3) Rental of facilities, equipment, a other assets • . (4) Reimbursement arrangements . . . (5) Loans or loan guarantees • • • • • (6) Performance of services or membership or fundraising schatations , • • • • • • c Sharing of facilities, equipment, mailing lists, other assets, a paid employees , , . . , . d If the answer to any of the above is 'Yes,• complete the following schedule Column (b) should always show the fast market value of the goods, other assets, or services given by the reporting organization If the organization received loss than fair market value in any transaction or sharing anangement show in column (d) the value of the goads, other assets, a services received Mime no (Wampum myched (el Name of nononentable exempt oresineabon 1a121 11411 1,b(2), b(2‘ 11441 Tea No x X X X X 1b(13) Ic X X tin psicnotion of hang transactions and shams arrangements 2 a Is the organization directly or ndirectly affiliated with, or related to, one a mere tax-exempt agent/San descnbed in section 501(c) of the Code (other than section 5010(3Da n section 627? ti f "Yes • tamable the folloMno schedule (a) Name ol organism= Oils or errisnanen (e) Description of relalinsho Sign Here Under pantiles. of perjury I declare Mat I have exernmed this return mewling accompanying schedules and statements and to the best of my knoreedge and babel 0 a true. correct, and c to last prOptgOr (other than taxpayer or f4uoarp is based on NI torrnatien of khan papa has any snoMedge 1 9 °VOL"- t h 1 3•13/4-02..— /°. Signature of o Dale r Iiim t° 2. o c w O To • o. a • d, 5 ,- Preparers signature Daly ° 7...... kohea mployed if sang 0. O Repliers SSN a PTIN (See Signature on page 26 W inslilittas ) Finns nano (a yours ASSOCIATES 8N liv 13-2842281 • if sollemployed). address. 110 EAS' OliMill + SM . 59 STREET and ZIP code NEW YORK, NY 10022 Phan no El Teen No Ferei990-PE (2001) JSA IS1493 3000 EFTA00224322

THE C.O.U.Q. FOUNDATION, INC. 13-3996471 FORM 990-PF - Y/E 2/28/02 STATEMENT 1 Part 1. Line 1 and Part Lino 10 Contrtbutions Recelyslf From Leslie H Wexner, as Grantor of The Werner Children's Trust 600,000 shares of Too, Inc common stock having a market value of $11,205,000 at date of gift recorded on the Foundation's books at the donor's basis EFTA00224323

THE C.O.U.Q. FOUNDATION STATEMENT 2 13-3996471 FORM 990-PF - Y/E 2/28/02 PART L LINE 23 OTHER EXPENSES Dank Charges 85 Consulting & Research 50,000 Filing Fees 419 Office Expense 305 Total 50,809 EFTA00224324

THE C.O.U.Q. FOUNDATION, INC. 13-3996471 FORM 990-PF - Y/E 2/28/02 STATEMENT 3 PART IV. CAPITAL GAINS AND LOSSES Number of Shares Description How Acquired Date Acquired Date Sold Sales Price Cost Gain (Loss) 2,000 Too, Inc D 4/23/01 4/22./01 38,939 1 38,938 23,000 Too, Inc D 4/23/01 4/27/01 444,802 2 444,800 3,200 Too, Inc D 4/23/01 512101 63,901 1 63,900 50,000 Too, Inc D 4/23/01 5/8/01 932,799 3 932,796 15,700 Too, Inc D 4/23/01 5/10/01 297,830 2 297,828 18,800 Too, Inc D 4/23/01 5/10/01 353,692 3 353,689 70,000 Too, Inc D 4/23/01 5/16/01 1,333,687 3 1,333,684 17,300 Too, Inc I) 4/23/01 5/17/01 365,487 2 365,485 2,100 AT&T P 6/8/99 5/21/01 44,883 111,329 -66,446 100,000 Too, Inc D 4/23/01 5/24/01 2,433,051 5 2,433,046 143,600 Too, Inc I) 4/23/01 5/31/01 3,321,141 5 3,321,136 136,200 Too, Inc D 4/23/01 6/6/01 3,583,100 5 3,583,095 13,213,312 111,361 13,101,951, EFTA00224325

THE C.O.U.Q. FOUNDATION, INC.. 13-3996471 FORM 990-PF Y/E 2128/02 STATEMENT 4 PART 1, LINE 25 AND PART LINE 3 CONTRIBUTIONS PAID UNRESTRICTED 6/11/01 University of Maryland 50,000 6/15/01 Institute of Advanced Study 400,000 6/21/01 Nelson Mandela Children's Fund 50,000 7/27/01 UNM Foundation 100,000 8124/01 Edge Foundation 25,000 10/2/01 Ackerman Institute for the Farr* 10,000 10/9/01 The Pnze for Promise 50,000 10/9/01 New York University School of Medicine 10,000 12/20/01 Harvard University 125,000 2/28/01 The Prize for Promise 25,000 845,000 EFTA00224326

SF 1c cop Conn 8868 (December 2000) Oeponmenl of the Treasury eternal Revenue Senna 0, File a separate appecatcn to each return • If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box • If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II (on page 2 of this form) Note: Do not complete Part Runless you have already been granted an automatic 3-month extension on a previously filed Form 8868 Part I Application for Extension of Time To File an Exempt Organization Return OMB No 1545.1709 . 1 X Automatic 3-Month Extension of Time - Only submit original (no copies needed) Note: Ran 990-7corporabans requesting an automata 8-month extension - check this box and corplete Part I only 1 D AO other corporations (including Form 990-C filers) must use Form7004 to request en extension of tine to file taco= tax returns Partnerships, REMICs and trusts must use Form 8798 to request art extension of tine to tile Form 108O 1060 or 1041 Type or Nano of Exempt Orgarszabai Employer identecaticti number print THE C.O U.0. FOUNDATION, INC. 13-3996471 Flaw ih• due date nor ling your return ..059 in:1111CIOn3 Number, seem, end mom or suds no Itt a P 0 bca sea instructims ASSOCIATES, 110 EAST 59TH STREET City. town or post office, stale. and ZIP code Fore basil address, see vistmckns NEW YORK, NY 10022 Check type of return to be flied (file a _siparate application for eachreturn) S I3 Form 990 Form 990-B1 Farn 990-E2 Fam 990-PF Form 990-7 (ccreoraeon) Form 990-T(sec 401(s) a 400(a) trust) Form 990-7 (trust ether than Wave) Form 1041-A Form 4720 Form 5227 Form 6089 Form 8870 • I the organization does not have en office or place of business in the United States, check this box • If this is for a Group Return, enter thempanizabores four digit Group Exemption Number (GEN) for the whole group, check this box * it it is for part of the group, check this box P. U names and EINe of all members the extension will cover If the is and attach a list with the 1 I request en automatic 3•month (6-month, for 990-T corporation) extension of time until OCTOBER 15 . 2002 to rib the exempt organization return for the organization named above The extension is for the Organzationfs return for ► calendar year or ► —1 tax year beginning March 1 2001 and ending February 28 , 2002 2 If this tax year is for less than 12 months, check reason 0 Initial return n Final return K Change in accounting period 3a If this application is for Form 990-01, 990-PF, 990-T, 4720. or 6069, enter the tentative tax, less any nonrefundable credits See Instructions 89 . . . . . . 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 credt 0 . . . . . . . . . . . . . . . . . . e Balance Due. Subtract line 3b from line 3a Include your payment with this form, or, if required, deposit with FTC coupon or. if required, by using kr- fro (Electronic Federal Tax Payment System) See instructions , . . . . . . . . . . 89 Signature end Verification Under penalties of pedury. I declare that I hew exammed this form, hicludng accompanying scheduled and statements. end to the best of my anowledge and Sae( it is tart coned and complete. and autism einhoneed to pftgafe this Iona Signature * For Paperwork Reduction Act Notice, see Instruction Date P' 7124-t Fam8868 (124000) • is. 1r1O54 s boo EFTA00224327

• .990.-PF Departrnoni.,.... Treasury or Section 4947(8)(1) Nonexempt Charitable Trust Treated as a Private Foundation 2002 Internal Revenue Some Note: The organization may be able to use a copy of this Mum to satisfy state reporting requirements For calendar year 2002, or tax year beginning March 1 , 2002, and ending Februa 28 , 2003 1G Check all that a Initial return Final return I Amended return I Address change ry_ Name change Use the IRS label Otherwise, print Ix M lle See Specific Instructions, Name of organization THE C . O.0 . Q. FOUNDATION, INC. A Employer Identification number 13-3996471 Number and Street (or P.O. box number If mall Is not delivered to street address) i C/O ASSOCIATES 11.0 EAST 59TH STR Room/suite B Telephone nbmbor (see pegs 10 of the instructs:as) City or town, state, and ZIP code NEW YORK NY 10022 C ii siidezuee chectre e , s le. pen 0 1. Facean orpervalcm, chock here • , 2. Foreign oiganimiions moons the 05% tett cheat here end teach compulan lo E II penis founding:A NSA su ismssated imam wept SOTobigA). Me* here . 0 F Huns foundation is In selsrucoln thasmassn undo, when 507(0)(1/03). duds hem . 11. ___/ H Check type of organization n Section 4947(a)(1) nonexempt x Section 501(c43_) trust I I exempt private foundation Other taxableyrivate foundation K charitable I Fair market value of all assets at erd of year ((mm Part II, col. (c), tine 11,252,977 J Accounting method' ijc Cash LI Accrual 0 Other (specify) (Pad I, wham (d) must be on cash basis ) K r I ] di fi b Analysis of Revenue and Expenses (lire total of amounts in columns (b), (a), end (d)may not necessarily equal the amounts in column (a) (see page /0 of the (a) Revenue and expenses per books ps Not investment income ( ) Adjusted not income (d) Disbursements for charitable purposes (Cash basis only) Operating and Administrative Expenses i ..neruggigaiiewer • ... WC,' I Coninbustis, Mack 2 Distributions 3 Inteiest 4 Dividends S a Gross b (Nei rental 6 a Net gain b Gross solos assets 7 Capital 6 Not short•term 9 income 10 a Gross setae and allowances b less Cost c Gross 11 Other iasqaitjtEntai t aontt L , 195 13 Compensation 14 Other 15 Pension llia legal b Accounting c Other 17 Interest 18 Taxes (attach 19 Depreciation 20 Occupancy 21 Travel, 22 Printing 23 Other 24 Total Add lines 25 Contributions, Tolel erwnen pmts. etc,mama if the foundation * attach Sch. from split-Interest on ;amps and temporary and Interest From runts income or(kiss) or (lose) from sale price for oil one Oa wiath KheSulo) • is not required B trusts cash investments securities to . , , , , . . , ) 195,286 195,286 of assets not on tine 10 on gain not Income capital gain modlfic.aticnS less returns . • . . . of goads sold profit or (loss) (attach income (attach schedule) of officers, directors, employee salaries plans, employee fees (attach schedule) fees (attach professional loos schedule) (see (attach schedule) conferences, and and publications expenses (attach operating and admkilstrative 13 through 23 gifts, grants end Oielninemente (from PM IV, line 2) . schedule) . . , . trustees. etc. and wages benefits schedule) (attach schedule). . pep 13 of vie nstruc03111) and depletion moobngs schedule) St.. . 3. . expenses. paid Add tines 24 and 24, 286 195 286 il e 278,515 D 600 41/4/ i 3 201/1 Cop m o fi6 915, --....ti_k 1 7„, 915 280,030 915 1,245,000 1,245,000 1,525,030 1,245,915 27 Subtract line 26 from line 12. a Wiwi of worms crew imams and 614buisomenle , b Not Investment Income (If negative, enter -0-) a Adjusted net Income (if negative, enter -04. • -1,329,744 195,286 OMB No 1545.0052 Return of Private Foundation JSA IC,AN4MA For Paperwork Reduction Act Notice, see the Instructions. ‘1 2i) Form 990-PF (20021 EFTA00224328

Fan, 990.PF (2002 Attached sch0dules and amount, in the Beginning of year End of year Part II Balance Sheets descaphon column shmild Wax (a) Book Value fir) Book MMus (0) Fair Markel Value end-el:jeer 'mounts only (Stitettaruclasia) ;21 rrZ 1 Cash - nal-Interest-bearing 14,811 2 Savings and temporary cash investments ' 11,252,689 11.252,689 3 Accounts recorvab/e III' Less allowance for doubtful accounts Il° 4 Pledges receivable tto Less allowance for doubtful accounts le 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons (mulch schedule) (see page 15 of the instructions) 7 Other notes and loans receivable (attach schedule) io Less allowance for doubtful accounts IIII" 8 inventones for see or use 9 Prepaid expenses and deferred charges 10 a Investments • U S. and slate government obigabons (attach schedule) , b Investments • corporate stock (attach schedule) c Investments • corporate bonds (attach schedule) 11 Investments - land, bulldngs, pi„ and equipment bans Less accumulated deprecation le. (attach schedule) 12 Investments • mortgage loans 13 Investments - other (attach schedule) 14 Lend, butt:legs, and IP 2 L988 equipment bests Less. accumulated %premien p,. 2,390 888 288 288 (attach schedule) 15 Other assets (describe Ilemrekerty rights ) 16 Total assets (to be completed by all filers - see page 16 of the instructions Also, see page 1, nem 0 250.000 12,573,103 12.,252,977 1 1 t 2 52 , 97 7 : :12. A is 17 Accounts payable and accrued expenses 18 Grants payable 19 Oefened revenue 20 Loans from %Icon, %odors, Oaten, and other disquetilled persons , 21 Mortgages and other notes payable (attach schedule) 22 Other liabilities (describe le• -- ) 23 Total liabilities (add lines 17 throuoh 22) 9,619 9,619 I Net Assets or Fund Balances I Organizations that follow SFAS 117, check here a LI and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted 25 Temporarily restricted 26 Permanently restricted Organizations that do not follow SFAS 117, __ check hero and complete lines 27 through 31. a x 27 Capital stock, trust principal, or current funds 28 Patd•in or capital surplus, or land, bidg , and equipment fund 20 Retained earnings. accumulated income, endowment. or other funds . . 30 Total not assets or fund balances (see page 16 of the Instructions) 31 Total liabilities and not assetallund balances (see page 16 of the Instruction) 12,573,103 11,263,358 12,573,103 11,243,358 12,573.103 11,252,977 Page 2 Part Ill Analysis of Changes In Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of year - Part Ii, cokmut (a), kw 30 (must agree wth end-of-year figure reported on prior year's robin) 1 12 573 103 2 Enter amount from Part I, line 27a 2 -1 32 744 3 Other Increases not included in line 2 (Itemize) bi• 3 243 359 4 Add lines 1, 2, and 3 4 11 243 359 5 1 5 Decreases not included in line 2 (itemize)* Roundins 8 11 243 3 8 6 Total net assets or fund balances at end of year (line 4 minus kris 6) Part II, column (b), km 30 Fonn990-PF (2002) JSA ic • NIA EFTA00224329

Form 990.PF 204I2) Capital Gains and Losses for Tax on Investment income (a) List and describe the kind(s) of property add (e.g., real estate, 2-story brick warehouse; a common stock. 200 she MW Co) 14°• acq01/uire Pitedwa (c) ate acquD ired ono , day. yr.) (d) Date sold ('A0 , day. yr f 1a b c d e (e) Gross sales price (f) Depreciation allowed (or allowable) (g) Cost or other basis plus expense of sate (h) Gina (loss) (e) plus (I) minus (g) a b c d • Complete only for assets showing gain in column (11) and owned by the foundation on 12/31169 (I) Gains (Cd. (h) gam minus col. (k), but not less than -0-) or Looses Nom cd. (h)) MF81 as of 12/31189 Q) Adjusted basis as of 12131/69 (k) Excess d cd. 9) over col. Q), d any el b e d a { If gain, also enter in I, line 7 2 Capital gain net Income o (net capital loss) If (loss), enter -0- in Part I, line 7 } 3 Net short-term capital gain or (loss) as defined insections 1222(5) and (6). If gain, also enter in Part I, line 8, column (c) (see pages 12 and 17 of the instructions) If (loss), enter -0-n Part I, line 8 ) 2 3 Page 3 Part r (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment Income.) If section 4940(d)(2) apphes, leave this part blank. Was the organization liable for the section 4942 tax on the distributable amount of any year ki the base perod7. . . . If *Yes,' the organization does not qualify under section 4940(e). Do not complete this part. 1 Enter the appropriate amount in each column for each year; see page 17 of the instructions before making anyentries. 4) Base period years Calendar year lax year boalnnIng n) (d) Adjusted qualeeng drstnbulams (c) Net value or nonchentabia-use ousts Id) Ounneution ruse (or (col ref SW bred kb 2001 902,103 7,498,097 0.120310 2000 183,255 208,595 0.878521 1999 153,695 307,635 0,499602 1998 54.655 6,642 8.228697 1997 2 Total of line 1, column (d 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 4 Enter the net value of noncharitabte-use assets for 2002 from Part X, line 5 5 Multiply line 4 by line 3 6 Enter 1% of net Investment Income (1% of Part t line 27b) 7 Add hnes 5 and 6 • 8 Enter qualifying distributions from Part XII, line 4 2 9.727130 3 2.431782 4 12, 223.. 526 5 29.720 .092 6 1,953 7 29.722.045 8 1, 245, 915 Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income FIN° If lane 8 ill equal lo or greater then lone 7. check the box in Pen VI. Ina 10, and complete that part usng 01% lax rale See the Port VI Instructions on page IT JSAIAI A • Penn 990-PF (2002) IC PIA EFTA00224330

Form 990.PF (2002) Pees 4 grmal_ALic is o Tax Based on Investment income (Section 4940(a), 4940(b), 4940(e), or 4948 - see page 17 of the instructions) to Exempt operating foundations described In section 4940(4)(2). check here ► L_J and enter "NIP on line 1 Date of ruling letter. (attach copy of ruling letter If necessary - see Instructions) Domesticlas:nations that meet the section 4940(e) requirements in Part check 3,906 here le U and enter 1% of Pail I. line 27b s All other domestic organizations 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(8)(1) trusts and hirable foundations only Others enter -0-) 3 Add lines 1 and 2 3 3, 906 4 Subtitle A (Income) tax (domestic section 4947(aX1) trusts and taxable foundations only. Others enter -0.) 5 Tax based on investment income. Subtract line 4 from tine 3 If zero a less, enter •O• 5 3, 906 6 Credits/Payments: a 2002 estimated tax payments and 2001 overpayment credited to 2002 6a 5, 000 b Exempt foreign organizations • tax withheld at source 6 b c Tax paid with application for extension of time to We (Form 8868) 6c d Backup withholding erroneously withheld Ild 7 Total credits and payments. Add lines 5a through 6d 7 5 000 8 Enter any penalty for underpayment of estimated tax Check here ri If ram 2220 Is attached 9 Tax due. If the total of lines 5 and 8 Is more than lice 7, enter amount owed ► 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ► 10 1, 0 94 11 Enter the amount of line 10 to be Credited to 2003 estimated tax Ile 1,094 Relunded00 Part VII-A 1 a During the tax year, did the organization attempt to influence any national, state, or local legislation or did It participate or Intervene in any political campaign' b Did it spend more than $100 during the year (either directly or Indirectly) for political purposes (see page 18 of the instructions for definition)? If the answer is •Yes•to la or lb, alfach a detailed descnflon of the SCS1,7110S and wpbs of any motenals published or distributed by the organization in connection with the activities c Did the organization file Form 1120•POL for this year? Enter the amount (If any) of tax on political expenditures (section 4955) imposed during the year (1) On the organization lie $ (2) On organization managers. le $ a Enter the reimbursement (If any) paid by the organization during the year fee political expenditure tax Imposed on organization managers ► $ 2 Has the organization engaged In any activities that have not previously been reported to the IRS? If -Yes,' attach a detailed descnption of the activates 3 Has the organization 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 4 a Did the organization have unrelated business gross income of $1,000 or more dung the year? b If 'Yes; has It tiled a lax return on Form 990•T for this year? 5 Was there a liquidation, termination. dissolution, or substantial contraction during the yea? 'Yes," attach the statement required by General Instruction T 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 slate law remain in the governing instrument? 7 Did the organization have al least $5,000 in assets at any time Curing the year? lt 'Yes,' complete Pan II, col (c), and Part XV 8 a Enter the states to which the foundation reports or with which ills roosters'? (see page 19 of the instructions) is New York b If the answer is "Yes" loans 7, has the organization furnished a copy of Form 990'Pf to the Attorney General (or designate) of each state as required by General Instruction G? 'No,' attach explanation 9 is the organization claiming status as a private operating foundation within the meaning of section 49420)(3) or 49420)(5) for calendar year 2002 or the taxable year beginning in 2002 (see instructions for Part XIV on page 25)?1•Yes,acomphife Pert NY • 10 Did any perions become substantial contributors dunng the tax year? ••Yes,"attach a schedule :Wog thew names and addresses 10 2 4 8 9 it Statements Regarding Activities la 1b 1c 2 3 4. 4b 6 S 7 11 Yes No X x N A x X X 11 Did the organization comply with the public Inspection requirements for its annual returns and exemption application? Web site address le _ _ _ The books are in care of Pal: SIM Associates ---------- Telephone no. 909-9680 Located at as 110 East 59th Street, New York, NY 2117+4 es 10022 13 Section 4947(a)(1) nonexempt charitable trusts Ming Form 990-PF in lieu of Form 1041- Check here end enter the amount of tax-exempt Interest received or accrued dunnq the year ► I 13 JSA X X Form 990-PF (2002) 251440 1 000 EFTA00224331

Form 990-PF 2002) 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. 1 a During the year did the organization (either directly or Indirectly) (1) Engage In the sale or exchange, or leasing of properly with a di-aqua/lifted person? D Yes 0 No (2) Borrow money from, lend money to, a otherwise extend credit to (ck accept it from) a disqualified person? Yes No (3) Furnish goods, services, or facilities to (a accept them Iran) a disqualified person? Yes No (4) Pay compensation to, or pay or reimburse the (licenses of, a disqualified person? Yes No (5) Transfer any Income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? El Yes 1_73 No (6) Agree to pay money or property to a government official? (Exception, Chock 'No" if the organization agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days.) El Yes El No b If any answer is "Yes" to 1a(1)-(6). did any of the acts fall to qualify under the exceptions deserted in Regulations section 53 4941(d)-3 or in a current notice regarding disaster assistance (see page 19 of the instructions)? Organizations relying on a current notice regarding disaster assistance check here ►1:1 c Old the organization engage In a prior year In any of the acts described In 1a, other than excepted acts, that were not corrected before the first day of the lax year beginning in 2002? x x X 2 Taxes on failure to distnbute Income (section 4942) (does not apply for years the organization was a private operating foundation defined In section 4942QX3) or 49420)(5)). a Al the end of lax year 2002, did the organization have any undistnbuted income (linos 6d and 6e, Parr XIII) for tax year(s) beginning before 2002? ri Yoe El No if "Yes," list the years b Are there any years listed In 2a for which the organization is not applying the provisions of section 4942(a)(2) (relating to Incorrect valuation of assets) to the years undistnbuted income? (If applying section 4942(a)(2) to all years listed, answer "No" and attach statement - see page 19 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 ►_ _ 3 a Did the organization hold more than a 2% direct or indirect interest in any business enterprise el any tkne during the year'? [Ti Yes rol No b If 'Yes; did it have excess business holdings in 2002 as a result of (1) any purchase by the organization or disqualified parsons alter May 26. 1969; (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquked by gift or bequest; or (3) the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Fenn 4720, to determine if the organization had excess business hddings in 2002 ) 4 a Dld the organization invest during the year any amount In a manner that would jeopardize its charitable purposes? b Did the organization make any Investment in a prior year (but after December 31, 1969) that could Jeopardize its charitable purposo that had not been removed from Jeopardy before the first day of the tax year beginning In 2002? 5 a Dunng the year did the organization pay or incur any amount to: (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or Indirectly, any voter registration drive? Yes Ir x (3) Provide a grant to an Individual for travel, study, or other similar purposes? Yes ( x (4) Provide a grant to an organization other than a charitable, etc., ctganizacct descnbed in section 509(a)(t), (2), or (3), or section 4940(dX2)? (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? b If any answer is "Yes" to 5a(1)-(5), did any of the transactions fall to qualify under the exceptions described in Regulations section 53 4945 or in a current notice regarding disaster assistance (see page 20 of the instructions)? Organizations relying on a current notice regarding disaster assistance chock here ► D c if the answer is 'Yes" to question 6a(4), does the organization claim exemption from the tax because it maintained expenditure responsibility for the grant? ' K Yes E No if 'Yes,' attach the statement required by Regulations sectlen 53 4945-54 6 a Did the organization, during the year. receive any funds, directlyor indirectly, to pay premiums on a personal benefit contract? [Ti Yoe ri No b Dld the organization, during the year, pay premiums, directly or Indirectly, on a personal benefit contract? If you answered 'Yes'to 66, also file Form 8870 0 Yes ryi No No No n Yes No 0 Yes El No JSA 2 14 50 1 000 b Page 5 Yes N No 1c x 2b x 3b 4a 4b N x A x 6b N A b x Form 990-PF (2002) EFTA00224332

Form 990-PF 2002) Page 6 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 20 of the instructions (a) Name and address (b) Title, and average hours per vwook devoted to position (c) Compensation (It not paid, enter 44 (e) Certifications10 employee banes pleas and defend corneansewn (a) Expense account. othw allowances Jeffrey E. Epstein 6100 Rod Hook Quarters, St. Thomaa,Vl Pres/Dir. Ono hour 0 0 0 Darren K Indyke - 457 Madison Ave., New York, NY I. Pres/Dir One hour 0 0 0 Ghislaine Maxwell c/o Assoc.,110 E.59th St. NY Treas/Dir One hour 0 0 0 2 Compensation of five highest-paid employees (other than those Included on line 1 - see page 20 of the Ins ructions). If none, enter "NONE." (a) Name and address of each employee peel mom than $50.000 (b) Tale and menage hours weer* devotedlowmWn (c) Corn9ensabon 011 Coning:Mr:au la tense pen ati onensavn (e) Evens* account. other allowances NONE Total number of other employees paid over $50,000 O. I 0 3 Five highest-paid independent contractors for professional services - (see page 20 of the instructions). If none, enter "NONE." fat Name and address of each person paid more than $60,000 NONE (b) Type of seance Ic) Compensation Total number of others receiving over $50,000 for professional services ► 0 Part IX-A Summary of Direct Charitable Activities List the foundation', four largest direct charitable acne es during the tax year Include relevant Slabibell tronnabon Seth es the number of organaations end other beneficianes servot conferences convened, research papers produced. etc. Exercises 1 NONE 2 3 4 Rem 990-PF (2002) JSA 211460 1 000 EFTA00224333

Form 990•PF 12002) Part IX-B Describe tho two largest program•related Investments made by the foundation during the tax year on lines 1 and 2. Amount 2 Al other program-related nestmenle See pep 21 of the instructions 3 Total. Add lines 1 through 3 ► Page 7 Summary of Program-Related Investments (see page 21 of the instructions Part X Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see page 21 of the instructions.) 1 Fair market value of assets not used (or held for use) directly in carrying out chantable, etc., purposes' a Average monthly fair market value of sausages b Average of monthly cash balances c Fair market value of all other assets (see page 22 of ire Instructions) d Total (add lines la, b, and e Reduction claimed for blockage or other factors reported on hnes to arc) lc (attach detailed explanation) . . 11e I 2 Acquisition indebtedness applicable to line 1 assets 3 Subtract line 2 from line td 4 Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see page 22 of the instructions) Net value of noncharitablo-use assets. Subtract One 4 from line 3 Enter here and on Parts, line 4 Minimum Investment return. Enter 5% of line 5 Part XI 1a 1b 12 282 643 1c 125 000 td 12 407 643 2 3 12 407 643 4 186 115 5 12 221 528 6 611 076 Distributable Amount (see page 23 of the instructions) (Section 4942(j)(3) and 0)(5) private operating foundations and certain foreign organizations check here ► in and do not complete this part.) 1 Minimum investment return from Part X, line 6 2 a Tax on Investment income for 2002 from Part VI, line 5 3,906 611,076 2 3.906 b Income tax for 2002. (TMs does not include the tax from Part VI.) c Add lines 2a and 2b 3 Distributable amount before adjustments. Subtract Me 2c from the 607,170 4 a Recoveries of amounts treated as qualifying distributions 4 b Income distributions from section 4947(8)(2) trusts 14b c Add lines 4a and 4b 5 Add lines 3 and 4c 5 607,170 6 Deduction from distributable amount (see page 23 of the Instructions) 7 Distributable amount as adiusted Subtract line 6 from line 5. Enter here and on Part XIII, the 1 . . 607,I7Q Part XII Qualifying Distributions (see page 23 of the instructions) 1 Amounts paid (Including administrative expenses) to accomplish charitable, etc., purposes: a Expenses, contributions, gifts, etc. - total from Part I, column (d), line 28 la 1 245 915 b Program-related investments - Total from Part IX-B 2 Amounts paid to acquire assets used (or held for use) directly In carrying out charitable, etc., purposes. . . . . . . . . . . . . . . . . . . . . . 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 sctedule) 4 Qualifying distributions. Add Ones la through 3b. Enter here and on Part" line 8, and Part XIII, line 4 4 1 245 915 Organizations that qualify under section 4940(e) for the reduced rate of tax on net investment Income. Enter 1% of Part I, line 27b (see page 24 of the hstructbns) Adjusted qualifying distributions. Subtract line 5 from line 4 .245,91* Note: The amount on line 6 will be used in Part I, colurm (b), In subsequent years Wien calculating vbether he foundation qualifies for the section 4940(e) reduction of tax in those years. 1b 2 3a 3b 5 6 JSA 2E1470 1000 Form 990-PF (2002) EFTA00224334

Farm 990-PF (2002) Pigs B Part XIII Undistributed Income (see page 24 of the instructions) I Distributable amount for 2002 line 7 from Part Xi, (a) Curp.is (b) Years prior to 2001 (c) 2001 (d) 2002 • 607,170 2 Undistnbuted income, d any, as of the end of 200t• a Enter amount for 2001 only 0 b Total ter poor years a 3 Excess distributions carryover, a From 1897 If any, to 2002- b From 1998 54,323 c From 1999 138,485 d From 2000 172,914 e From 2001 794,417 I Totalof tines 3a through e 1, 160, 139 4 Qualifying distributions for 2002 from Part XII. line 4 04 5 1,245,915 a Applied to 2001, but not more than line 2a 0 b Applied to undistributed Income of prior years (Election required - see page 24 of the ;minx-hone) 0 c Treated as distributions out of corpus (Elecbon required - see page 24 of the Instructions) 0 d Applied to 2002 distributable amount 607 170 e Remaining amount distributed out of corpus 638,745 5 Excess distributions carryover applied to 2002 0 0 Kan amount appears In column Oa, the same amount must be shown in column (a)) 8 Enter the net total of each column as Indicated below: a Corpus. Add lines 31, 4e, and 4e. Subtract line 5 b Prior years' undistributed income. Subtract 1,798,884 line lib from line 2b 0 c Enter the amount 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 d Subtract line 6c from line 6b. Taxable amount - sea page 24 of the instructions . • 0 , , , o Undistributed income for 2001 Subtract Inc 4a from line 25 Taxable amount- see page 24 of the mmfechons 0 f Undistributed Income for 2002. Subtract lines 4d and 5 train line 1. This amount must be distributed in 2003 0 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 1 70(b)(1)(E) or 4942(gX3) (see page 24 of the instructions) 0 8 Excess distnbutions carryover from 1997 not applied on tine 6 or line 7 (see page 25 of the instructions) 0 9 Excess distributions carryover to 2003. Subtract lines 7 and 8 from Nno fla 1..798,884 10 Analysis of line 9: a Excess from 1998 54,323 b Excess from 1999 138,485 c Excess from 2000 . . . 172,914 d Excess horn 2001 . . . 794,417 a Excess from 2002 . • • 638,745 Form 99042F (2002) JSA OOOOO tit IVII1 EFTA00224335

Form 990•PF 2002) Private O pending Foundations (see page 25 of the instructions and Part VII -A, question 9) la If the foundation has rec foundation, and the rulin b Check box to indicate w 2a Enlor the lessor of the adjusted not morns from Part 1 or the minimum investment return irons Pan X for each year listed . . b 85%d the 2a C Qualifying clainbuionl from Pan XII, lino 4 la oath yaw baled , d AMOunle included in Inc 2c not used duw-er to IICINO oondud of exempt &d»bµ 0 Qualifying OnIntvlOnt made &Melly for ochre conduct al exempt SCHOU Subtract One 20 from line 2c 3 Cemplate le, b. or c !Of altelnlitror Iµ1 relied upon a •Asiftellemiiw enter (1) Yoke of ell aµW • (2) vim, ci asses qualm' under Sadao 49420XZXBXI b •endewnenC Osman lost • Enter 2/3 el rninurum investment return &Wool m Pen X um 6 to each year IMO C 'Support' aittmeinv lot • enter ) TC401 supped ow man Met Invaibrent iniapme (Oren dm:tends, rents, pa&monia ,.tense loans Isorson 512105g or tossers) (2) Support fors pawn' public and S ot more exempt orseatuntoos as Nereid n HOPI 4942010X9X.0 (3) Larsen anatnlof sopped nom en IMMO rpenurbon 4 Coos Ovrtnewil near. , Supplementary Information (Complete this part only if the organization had $5,000 or more In assets at any time during the year • see page 25 of the instructions.) wed a ruling or determination letter that d is a pdvate operating is effective for 2002, enter the date of the ruling other the organization is a private operating foundation described in section Prior 3 years Page 9 Tax year (a) 2002 Ib) 2001 (a) 2000 49420)(3) or (d) 1999 49420)(5) he Total 1 information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contnbutions received by the foundation before the close of any lax year (but only If they have contributed more than $5,000) (See section 507(dX2) 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 portico 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 I► QX d the organization only makes conintwtions to wesetected dateable organizations and does not accept unscdoted requests for funds If the organization makes gins, grants, etc (see peg. 25 ad the instruction) to indieduals or organisations under other conditions complete stems 2e, 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 nclude• c Any submission deadlines: d Any restrictions ur limitations on awards, such as by geographical areas, chantabie fields, kinds of institutions, or other factors: JSA lc 1,10I non ens,. RAII.PF rennet EFTA00224336

Form 99(aFF (2002) Supplementary Information continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment Part XV Page 10 Recipient If recipient is an mciniclual, Mow any relationship to my foundation meneew or substantial coninbutix poonoopon stow of roapiont Purpose of grant or conditional Amount Name and address (home or business) a Paid during the year Statement 2 Total ►3a 1,245,000 b Approved for future pewee( NONE Total llo.3b 0 Fon990-PF (2002) JSA 2E1411 1 000 EFTA00224337

Form 990.PF (2002) Analysis of Income-Producing Activities Enter gr 1 Pro a C d b 2 Me 3 Inter 4 Di S Net a b 6 Net 7 Ot 80as 9 Net 10 Gro 11 Oth b C d 12 Su 13 Total. Add line 12, columns (0), (d), and (e) 13 Sec worksheet in line 13 instructions on page 26 o verity calculations ) Relationship of Activities to the Accomplishment of Exempt Purposes Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to Line No. the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes) (See V page 26 of the instructions.) Page 11 Q55 amounts unless otherwise 'notated ram salvia) revenue' her Unrelated business twine Excluded by section 512, 513, or 514 fit Related Related or exempt function income (See page 26 of the instructions) (1) Business code (b) (4) Amount Exclusion code (d) Amount Fees and contracts torn government agencies torah, dues and assessments set co savings and temporary cash 'messes clends end interest from securities , rental Income or (loss) from real estate. Debt-financed property Not debt-financed properly rental Income or (loss) from personal property . Investment Income i or (loss) from sales of assets other den wenn Income or (loss) from special events , ss profit or (loss) from sates of inventory er revenue. a 14 195,286 'total. Add columns (b), (d), end (a) , , , , 195,286 195,286 Form 990-PF (2002) JSA 2g 14112 1 000 EFTA00224338

Form 990-PF 20021 Pepsi 2 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations I Did the organization directly or Indirectly engage In any of the following with any other organization described 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 organization toe nonchantable exempt organization o( (1) Cash (2) Other assets b Other Transactions' (1) Sales of assets to a nonchantable exempt organization (2) Purchases of assets from a nonchantable exempt organization (3) Rental of facilities, equipment, or other assets (4) Reimbursement arrangements (5) loann or loan guarantees (6) Performance of sermons or membersNp or fundraising solicitations c Sharing of facilities, equipment, mailing lists, other assets, or paid employees d If the answer to any of the above is "Yes," complete the follawing schedule. Column (b) should always show the fair market value el the goods. other assets. or services given by the reporting organization. If the organization received less that fair market value in any transaction or sharing arrangement, show in column (di the value of the goods, other assets, or seMces received (a) Lino no Vas UM, 11(2). WW1 WM) 11)(31 1b(4) 1bNil TWO) No x x 99 Amount involved (c) Name of noncharitoble exempt men et (d) Description of transfers, Pensechons, and shanng arrangements 2a Is the organization directly or Indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(cX3)) or in section 5277 ID Yes E No b if "Yea complete the followin schedule (a) Name of organization (b) Type of orgenizaton (a) Desamtion of relmonsho ...--" L Sign Here I Under maudlin of penury 0ix that I belief, it le true, correct d corn ern roll of mod tin return, including occompanrng sc odules end statements, and to the beet of my knowledge end prepare, (other man taxpayer cc bducgtry) is sod on ell information of which prepay has any kricmitdes ( 1 0 i k -7,,,evta,f -- Signature of awe al r Tills Paid Preparers Use Only PreparoeS 0, "17 411 61 7...71.„n-----" signature 71510 4 t s D ell-employed Prepares SSW or PT1N Ow signature on page 26 MO P. Firm's name tor yours If . ASSOCIATES 59TH STREET NY 10022 ON 11, 13-2842281 'GEORGE seMemptoymi), address, rno EAST and ZIP cede NEW YOWL Phase no Form 990-PF (2002) JSA EFTA00224339

THE C.O.U.Q. FOUNDATION 13-3996471 FORM 990-PF -Y/E 02/28/03 STATEMENT 1 PART I. LINE 23 OTHER EXPENSES Bank Charges Filing Fees 60 855 Total 915 EFTA00224340

THE C.O.U.Q. FOUNDATION, INC.. 13-3996471 FORM 990-PF Y/E 2/28/03 STATEMENT 2 PART I, LINE 25 AND PART LINE 3 CONTRIBUTIONS PAID UNRESTRICTED -CASH 5/6/02 Stockholm School of Economics 25,000 5/6/02 Santa Fe Institute 50,000 5/14/02 Engines for Education 62,500 5/28/02 The Prize for Promise 10,000 5/30/02 Harvard University 200,000 6/20/02 Engines for Education 62,500 9/3/02 Council on Foreign Relations 25,000 9/3/02 Trilateral Commission 25,000 9/5/02 New York University 7,000 9/9/02 The Prize for Promise 71,000 9/11/02 Santa Fe Institute 100,000 9/23/02 Massachusetts Institute of Technology 100,000 10/4/02 Ballet Florida 15,000 11/11/02 The Schneider Fund 7,000 2/1/03 Neurosciences Research Foundation, Inc. 250,000 2/7/03 The Dalton School 75,000 2/19/03 Harvard University 110,000 2/25/03 Edge Foundation, Inc. 50,000 1,245,000 EFTA00224341

Form 990 .PF Department of the Tressuiy or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation Internal Revenue Some. Note: The organization may be able to use a copy of this return to satisfy state reporting requ rements For calendar yoar 2003, or tax year beginning March 1 , 2003, and ending February_ 29, 2004 G Check all that apply: Initial return I I Final return Amended return Address change i Name change Use the IRS label. Name of organlzaticn The C .O. U.Q • Foundation, Inc. A Employer Identification number 13-3996471 Otherwise, print or type. See Specific Number and street (or P 0 box number if media not de5vered to street address) d° It • Associates, 110 East 59th St. i Roomisuite • a Telephone number MO pep 10 of the instructions) Instructions. City or town, state, and ZIP code New York, NY 10022 c o examigiOn tWafaiiOn a Pandino.Clvxk Iwo IP I D 1 Fauns orosneatronnOnnk .r c P. 2. F000n orontinon3 mooing Ina H Check type of organization 125j Section 501(c43.) ri Section 4942(0(1) nonexempt charitable trust I I exempt private foundation Other texableprivate foundation 55% lint chock ire .w cited. CompulatiOn Illa if Moue I Fair market value of all assets at end of year (from Pad II, COL (c), brie 16) Po $ 20,391,162 .1 Accounting method L7.C_I Cash U Accrual K Other (specify) (Part I, column (d) must be on cash basis.) E priveie foundabOn was larnin.und under soCi4n507(0KIKAI, chock Iwo Illn K F a the foundatiOn a on ellOainth torranonon r __, undo SO:Van5071OXVIrj. check hoe . IP. I I Part I Analysis of Revenue and Expenses (a) Revenue and expenses per books (b) Net Investment ( ) Adjusted net Income (d) Disbursements for charitable purposes (cash bate only) (The total of amounts in columns (b), (e , and (d) may not necessarily equal the =writs in Income column (a) (see page 10 of the instructions)) . 0 I: o P .. ;= n ai fr I I 1 coneburionx4s. Cited' IIP 2 Distnbulions 3 Interest on 4 Dividends Se Gross rents b (Nat rental LJ sample and income wino. et. taws yawn Khedulei . if 1110 foundation is not required to Beech Sch a from split-Interest trusts and temporary cash investments interest from securities • a 0053) I 10,000,000 116,028 116,028 Oa Not gain or (loss) hem sale of rissole not on line 10 b Gross sales price for as assets on line 8a 7 Capital gain not income 8 Nei short-term capital gain 9 Income modifications lea Gross sales less mime sllowances • • • • • from Part IV, line 2) and b Loss Cost ol goods sokl c Gross proht or (loss) (atiach schedule) . . . 11 Other income (Oath schedule) 12 Total. Add Imes 1 through 11 10,116_,028 116,028 Operating and Administrative Expenses I 11 Compensation al dicers. directors. Melees etc 14 Other employee seisms and wages 15 Pension plans. employee benefits lea Legal foes (attach schedule) b Accounting fees (attach schedule) c Other professional fees (attach schedule) 17 Interest 18 Teen (Nisch schedule) (see page 13d the onsunctonn 19 Depredation (attach schedule) and depletion 29 Occupancy 21 Travel. conferences, and meetings 22 Printing and publications 23 Other expenses (Mach schadule)St 1 24 Total operating and administrative expenses. Add lines 13 through 23 25 Contributions, gilts, grants paid 26 Tole noonsa on0 01.0uneenanis Add linos 22 and 25 2,462 2,462 30,000 11 30,000 REG - n .... 280 Li JAN 9 4 2nr14 OGDEr - 695 895 33,645 0 33,357 1,008,203 1,008,203 1,041,848 0 1,041,560 27 Subtract line 26 from line 12. 0 duns of revenue war3306nm and dlabOnlonont• b Net Investment income (if negative, enter -0•) c Adjusted not Income (if negative, enter -0-). . 9,074,180 116,028 EXTENSION ATTACI ler) Return of Private Foundation OMB No 1545.0052 2003 Jan 351410 2 000 For Paperwork Reduction Act Notice, sea the Instructions. P Form 990-P F (2003) /) EFTA00224342

F • F • t Attached schedules In the Beginning of year End of year Part and amounts II Balance Sheets destripliOn scaJmn abased be for (a) Book Value (b) Book Value (c) Fair Market Value enter-am amounts only (Sea sistnictions I Assets 1 Cash- non•Interest-beanng 2 Savings and temporary cash Investments 11,252,689 10,229,739 10,229,739 3 Accounts receivable le Less allowance for doubtful accounts Is. 4 Pledges receivable la Less allowance for doubtful accounts IP' 5 Grants receivable 6 Receivables due from officers. directors, trustees, and abet disqualified persons (attach schedule) (see page 16 of the instructions) 7 Other notes and loans recavable (attach schedule) fr Less allowance for doubtful accounts fr 8 Inventories for sale or use 9 Prepaid expenses end deferred charges 10 a Investments • U S end slate government %hipbone (attach adulates) , b Investments - corporate stock (attach schedule) o Investments - corporate bonds (attach schedule) 11 Investments - land. buddines, pp and equipment basis Less accumulated depreciator, le. (attach 50,000 50,000 seheClule) 12 investments - mortgage loans 13 Investments • other (attach achcauheartnerahip 14 Land, buildings, end 0, equipment bass Less accumulated eeprectabon p. 1 0,0 00,000 10,073,623 288 (attach schedule) 15 Other assets (describe leSundry ) 16 Total assets (to be completed by all filers - see page 16 of me Instructions AIM see one 1, item I) 37,800 37,800 11,252,977 20,317,539 20,391,162 g :3 A 17 Accounts payable and accrued expenses 18 Grants payable 19 0ererred revenue 20 Loans from officers, direelOra, liuStees, and Care gliseieWlea persons 21 Mortgages and other notes payable (attach schedule) 22 Other liabilities (describe I. ) 23 Total Ilebilitles (add lines 17d-dot/oh 22) 9,619 9,619 I Net Assets or Fund Balances __I Organizations that follow SFAS 117, check here D. Lj and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted 25 Temporarily restricted 26 Permanently restricted Organizations that do not follow SFAS 117, check here and complete !Ines 27 through 31. Is. 27 Capital stock, trust pnncipal, or current funds 20 Pere-in or capital surplus, a land. bldg , and equipment hind 29 Regime earnings. accianutilled income. endotonent. or olher runes . , 30 Total net assets or fund balances (see page 17 of the instructions) 31 Total liabilities and net assets/fund balances (see page 17 of the instructions) 11,243,358 20,317,539 11,243,358 20,317,539 11,252,977 20,317,539 e2 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 end-of-year figure reported on prior year's return) 2 Enter amount from Part I, line 27a 3 Other increases not Included in line 2 (itemize) 9. Rounding 4 Add lines 1, 2, and 3 5 Decreases not included in line 2 (itemize), 6 Total net assets or fund balances at end of year (line 4 minus line 5)- Part II, column (b), line 30 6 20 317,539 2 3 4 5 11,243,358 9,074,180 1 20,317,539 Fam 990-PF (2003) JSA 3E1420 1 000 EFTA00224343

Form 990-PF (2003) Capital Gains Losses for Tax on Investment Income (a) Ust and describe the kInd(s) of property sold (e g , real estate, 2•s2-story brick warehouse, or common stock, 200 shs. ACC Co.) Of 8" acquire] r ural's° (c) Date acquired (me edaY, W ) (d) Date 6014 " cli c"' Yr) 1a b c d a (a) Gross sales price (f) Depreciation allowed (or allowable) (a) Cost or other basis plus expense of sale (h) Gan or (loss) (e) plus (I) minus (g) a b c d a Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/89 (I) Gains (Col. (h) gain minus ed. (k), but not less man -0-) Of Losses (from od (h)) (OF MI as of 12/31/69 0) Adjusted bass as of 12/31169 (k) Excess of col (i) over cd (I), if any a b c d e { If gain, also enter in Part I, kne 7 } 2 Capital gain net income o (net capital loss) If (loss), enter -0- In Part Line 7 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6) If gain, also enter in Pan I, Ilne 8, column (e) (see pages 13 and 17 of the instructions) If (loss) enter -0- in Part I, line 8 } 2 3 Page 3 Part (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment Income ) Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income If section 4940(d)(2) applies, leave the part blank Was the organization liable for the section 4942 tax on the distributable amount of any year in the base period", . . . Yes n No If "Yes,' the organization does not qualify under section 4940(e) Do not complete this part. 1 Enter the appropriate amount in each column for each year; see page 17 of the instructions before making any entries. (s) Base penal years Calendar yew (or lax year booming al) (b) Adjusted queliedne disInOutions Cc) Nei value of nonchentablause easels 01) Distotbution no c4 lb) desied by tol all 2002 1,243,915 12,221,528 0.101944 2001 902,103 7,498,097 0.120310 2000 183,255 208,595 0.878521 1999 153,695 307,635 0.499602 1998 54,655 6,642 8.228697 2 Total of line 1, column (d 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 4 Enter the net value of nonchantable-use assets for 2003 from Part X, line 5 5 Multiply line 4 by line 3 6 Enter 1% of net investment income (1% of Pad I, line 27b) 7 Add lines 5 and 6 6 Enter qualifying distributions from Part XII, line 4 2 9.829074 3 1.965814 4 12,227,806 5 24,037,592 6 1,160 7 24,038,752 8 1,041,560 Ilene 8 is equal to or °reales than line 7, check the box in Part VI, line lb. end complete lhol pan name a 1% lax rite See the Part VI insuuctions CO pone 17 JSA Form 990-PF (2003) 38100 1 000 EFTA00224344

• Form tosio•PF (2003) Pane 4 Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(0), or 4948 • sae pago 17 of the Instructions) 1a Exempt operating foundations described in section 4940(d)(2), check here le u and enter "NIA" on tine 1. Date of ruling letter (attach copy of ruling letter if necessary • see Instructions) h Domestic organizations that meet the section 4940(e) requirements in Part g check 1 2 , 321 here le U and enter 1% of Part I, line 27b • All other domestic organizations enter 2% of lino 27b, Exempt foreign organizations enter 4% of Part I, line 12, col (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 3 Add Ones 1 and 2 3 2, 321 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts end taxable foundations only. Others enter -0-) 5 Tax based on Investment Income. Subtract line 4 from line 3 If zero or less, enter •O• 6 2, 321 e Credits/Payments a 2003 estimated tax payments and 2002 overpayment credited to 2003 ea b Exempt foreign organizations - tax withheld et source c Tax paid with application for extension of time to file (Form 8868) tic 5, 000 d Backup withholding erroneously withheld 6d 7 Total credits and payments Add lines 6a through 60 7 5, 000 8 Enter any penalty for underpayment of estimated tax Check here [1 If Form 2220 is attached 9 Tax due. II the total of lines 5 and 8 is more than line 7, enter amount owed ► 10 Overpayment. If lino 7 is more than the total of lines 5 and 8, enter the amount overpaid . ► 10 2 , 679 11 Enter the amount of tine 10 to be Credited to 2004 estimated tax le 2 , 67 9 Refunded le Part VI P. r Vila Statements Regarding Activities Bb 2 4 8 9 11 1 a During the tax year, did the organization attempt to influence any national, state. or local legislation or did it participate or intervene in any political campaign? b OM it spend more than $100 during the year (either directly or indirectly) for political purposes (soo page 18 of the instructions for definition)? If the answer a "Yes' to to or lb, attach a detailed description of the actIntles end apes of any materiels published or distributed by the orgenuatIon in connection with the activities. c Did the organization file Form 1120•POL fa this year? d Enter the amount (If any) of tax on political expenditures (section 4955) Imposed during the year. (1) On the organization ► $ (2) On organization managers ► $ - Enter the reimbursement (If any) paid by the organization during the year for political expenditure tax imposed on organization managers le $ 2 Has the organization engaged in any activities that have not previously been reported to the IRS? 'Yes,' attache detailed description of the activities 3 Has the organization made any changes, not previously reported to the IRS, in Is governing Instrument. articles of incorporation, or bylaws, or other similar instruments? If 'Yes,' attach a conformed copy of the changes 4 a Did the organization have unrelated business gross inecme of $1,000a more dunng the year? b if -Yes? has it fried a tax return on Form 990•T fa this year? 5 Was there a liquidation, termination, dissolution, or substantial contraction dunng the year? If 'Yes,' attach the statement required by General Instruction 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 nsuument? 7 OS the organization have at least $5,000 in assets at any time during the year? tl 'Yes,' complete Part II, col (c), and Pert KV 8 a Enter the slates to which the foundation reports or with which it is registered (see page 19 of the instructions) se. New York b If the answer Is 'Yes' to line 7, has the organization furnished a copy of Form 990-PF to the Attorney General (or designate) of each stale as required by General Instruction CI? If 'No,' attach explanation $ Is the organization claiming status as a private operating foundation within the meaning of section 49420)(3) or 49420)(5) for calendar year 2003 or the taxable year beginning in 2003 (soo instructions for Part XIV on page 25)?trYeAscomplete Part XIV 10 Did any persons become substantial ccntributas diming the tax year? If 'Yes," attach a schedule ksting their names and addresses 11 Did the organization comply with the public inspection requirements for its annual returns and exemption application? Web site address le _ _ The books are in care of Associates - Located at le 110 east 59th Steatit, New York e. NY . ZIP.4 lye 10022 Section 4947(a)0) nonexempt chenteble trusts Ming Form 9904, WI eau el Form 1041-Check here 9.1 and enter the amount of lanexempl interest reutned or accrued dumq the year Do I 13 I J3A 3E1440 1000 Yes o b 1c No X X X 2 3 4a 4b 5 N X X X A X X X 7 b 9 10 11 X X X X Telephone no. Pia Milt Form 990•PF (2003) EFTA00224345

Form 99044f 2003) 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. a During the year did the organization (either directly or indirectly) 7 No n Yes (1) Engage in the sale or exchange, or leasing of property with a disqualified person? (2) Borrow money from, lend money to, or otherwise extend credit to (or accept It from) a disqualified person? Vim No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? Yos No (4) Pay compensation to, or pay or reimburse the expenses of. a disqualified person? Yes No (5) Transfer any income or assets to a disqualified person (cr make any of either available for the benefit or use of a disqualified person)? (6) Agree to pay money or property to a government official? (Exception. Check 'No" if the organization agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days ) n Yes b If any answer is "Yes' to 10(1)-(6), dd any of the acts fail to qualify under the exceptions described in Regulations section 53 4941(d)-3 or in a current notice regarding disaster assistance (see page 19 of the instructions)? Organizations relying on a current notice regarding disaster assistance check here c Did the organization engage in a prior year In any of the eels desonbed in la, other than excepted acts. that were not corrected before the first day of the tax year beginning n 2003? 2 Taxes on failure to distribute income (section 4942) (does not apply for years the organization was a prwale operating foundation defined in section 49420)(3) or 49420X5)) a At the end of tax year 20D3, did the organization have any undistributed income (lines 60 and 6e, Part XIII) for tax year(s) beginning before 20037 El Yes El No If 'Yes," list the years ei• b Are there any years listed in 2a for which theorganization is not applying the provisions of section 4942(8X2) (relating to incorrect valuation of assets) to the year's undistributed income? (if applying section 4942(8)(2) to eh years listed, answer "No' and attach statement • see page 19 of the instructions ) c If the provisions of section 4942(a)(2) are being appeal to any of the years listed in 2a, list the years here Yes L^J No IX INo 3 a Did the organization hold more than a 2% direct or indirect Interest in any business enterprise at any time dunng the year? ri Yes R.] No b If "Yes," did it have excess business holdings in 2003 as a result of (1) any purchase by the organization or disqualified persons after May 26, 1969. (2) the lapse of the 5-year period (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 D Form 4720, to determine if the organization had excess business Add/flys in 2003) 4 a Did the organization Invest during the year any amount In a manner that would Jeopardize its charitable purposes? b Did the organization 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 2003? 5 a During the year did the organization pay or incur any amount to. (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? Li Yes ri No (2) Influence the outcome of any specific public election (see section 4955), or to carry on, directly or indirectly, any voter registration dnve? Yes X No (3) Provide a grant to on Individual for travel, study, or other similar purposes? Yes X No (4) Provide a grant to an organization other than a charitable, etc organization described in section 509(0(1). (2), or (3), or section 4940(d)(2)? C:1 Yes C:INo (5) Provide for any purpose other than religious, chantable, scientific. Mini?, or educational purposes, or for the prevention of cruelly to ch3dren or animals? Ell Yes Fi 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 20 of the instructions)? Organizations relying on a current notice regarding disaster assistance check here L _I c if the answer is "Yes' to question 5a(4), does the organization claim exemption from the tax because it maintained expenditure responsibility for the grant? 1- 1 Yes No It 'Yes,' attach f he statement required by Regulations section 53 4945•5(0) 6 a Did the organization, during the yew, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? I-1 Yes I L X-, No b Did the organization, during the year, pay premiums, directly or Indirectly, on a personal benefit contract? if you answered "Yes' to 6b, also file Form 8870 isA 3E1450 1 000 1b c Page 5 Yes N Ne A X 2b X 3b 4a N 4b A X 5b N A 6b X Form 99044F (2003) EFTA00224346

Form 990.1eF (2003), Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors Page 6 1 List all officers, directors, trustees, foundation managers ana tneir cornpensatiosisespage zu or me Instructions): (a) Name and address (b)Tille, end average been per week devoted to potabon (o) Compensation el) Conlinolyans lo esnineyeeeenent OW,. me Moiled =igen. Won (9) Expense account. other allowances pi not paid, enter .04 Jeffrey K. Lipstein . 6100 Red Hook Quatters, St. Thosas,VI Prea/Dir tie hour 0 0 0 Darren K. Indyke 457 Madison Avenue, New York, NY 1 Pres/Dir One hour 0 0 0 Ghislaine Maxwell . . o/o Assoo,110 E. 59th St, NY Treasurer One Hour 0 0 0 2 Gomnansation of five hlahest-oald employees (other than those included on line 1 - see sago 20 of the instructions). If none, enter "NONE." (a) Name and address of each employee pad maga $60,000 (b) Tele end average hours per weak devoted to position 0)Compensabon (d) Contributions to employee ben* plane and deferred compensation (a) Expense account, other allowances None . . - Total number of other employees paid over 550.000 * j 0 3 Five highest-paid Independent contractors for professional services • see page 20 of the Instructions). If none, enter "NONE." (a) Name and address 01 etCh Wean past more Man $60.000 (b) Type of Write (c) Compensation None Total number of others receiving over $50,000 for professional services Part IX-A list the foundation's four largest direct charitable mimeos dumg Me lax year include relevant statistical adarnaton such es the number of organizations and other benercanes served, conferences convened, research Smears produced, ehe Expenses 1 2 3 4 Summary of Direct Charitable Activities Form 990-P F (zoos) S 1114•01000 EFTA00224347

Form 990-PF (2603) Part IX43 Describe the two largest program-related Investments made by the foundation dunng the tax year on lines Land 2 • Page 7 Summary of Program-Related Investments (see page 21 of the instructions) Amount 2 3 All other program-related investments See page 21 ol the mai/unions Total. Add lines 1 through 3 ► LEM Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations. see page 21 of the instructions.) 1 Fair market value of assets not used (or held for use) directly in carrying out chartable, etc., purposes: a Average monthly fair market value of securities b Average of monthly cash balances c Fair market value of all other assets (see page 22 of the instructions) d Total (add lines la, b, and c) e Reduction claimed for blockage or other factors reported on lines la and lc (attach detailed explanation) I le 2 Acquisition indebtedness applicable to line 1 assets 3 Subtract line 2 from line ld . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Cash deemed held for charitable activities. Enter 1 1/2 % of line 3 (for greater amount, see page 23 of the instructions) 5 Net value of noncharitable-use assets. Subtract line 4 from line 3 Enter here and on Part, line 4 Minimum Investment return. Enter 5% of line 5 la lb lc 1d 10,741,214 1,672,802 12,414,016 2 3 12,414,016 4 5 6 186,210 12,227,806 611,390 — _ in Distributable Amount (see page 23 of the instructions) (Section 49420)(3) and 0)(5) private operating foundations and certain foreign organizations check here sp. pi and do not complete this part ) I Minimum investment return from Part X, line 6 2a Tax on investment income for 2003 from Part VI, line 5 b Income tax for 2003. (This does not include the tax from Part VI ) 2 c Add lines 2a and 2b 3 Distributable amount before adjustments. Subtract line 2c from line 1 b Income distributions from section 4947(a)(2) trusts 4a Recoveries of amounts treated as quakfying distributions 14a e Add lines 4a and 4b 5 Add lines 3 and 4c 6 Deduction from distributable amount (see page 23 of the Instructions) 7 Distributable amount as adjusted. Subtract line 6 from line 5 Enter here and on Part XIII, kne 1 . . 2,321 611,390 2 2,321 4 5 609,069 0 609,069 609,069 Part XII Qualifying Distributions (see page 23 of the instructions) 1 Amounts paid (including administrative expenses) to accomplish charitable, etc purposes: a Expenses, contributions, gifts, etc. - total from Part I, column (d), line 26 b Program-related investments - Total from Part 2 Amounts paid to acquire assets used (or held (or use) directly in carrying out chantable, etc , purposes 3 Amounts set aside for specific charitable projects that satisfy rhe- a Suitability test (prior IRS approval required) b Cash distribution test (attach the required schedule) 4 Qualifying distributions. Add lines la through 3b Enter here and on Parti, line fl, and Part XIII. line 4 5 Organizations that qualify under section 4940(e) for the reduced rate of tax on net investment income. Enter 1% of Part I, line 27b (see page 24 of the instructions) Adjusted qualifying distributions. Subtract line 5 from line 4 Note: The amount on line 6 will be used in Patti column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. 1a lb 1,041 560 2 3a 3b 4 5 6 1,041,560 0 1,041,560 Form 990•PF (2003) JSA 301470 1 000 EFTA00224348

Form 990:PF (2003) Page Part XIII Undistributed Income (see page 24 of the instructions) 1 Distributable amount for 2003 line 7 2 Undistributed income. ir any, a Enter amount for 2002 only b roue tor pnor years from Part XI, (el Corpus (b) Years prior to 2002 (o) 2002 (d) 2003 609,069 as of the end ci 2002 0 0 3 Excess distnbutions carryover, it any, to 2003 a From 1996 54,323 b From 1999 138,485 c From 2000 172,914 d From 2001 794,417 o From 2002 638,745 f Total of lines 35 through e 1,798,884 4 Qualifying distributions for 2003 from Part XII. hne 4 P- 5 1 , 04 1 , 560 a Applied to 2002, but not more than line 2a 0 b Applied to undistributed income of aria years (Electron required • foe page 24 of the instructcos) 0 e Treated as distributions out of corpus (Election required - see page 24 of the Instructions) 0 d Applied to 2003 distributable amount 609,069 e Remaining amount distributed out of corpus 432 , 491 5 Excess distnbutions carryover applied to 2003 0 0 Wan amount appears hi column (d), the same amount must be shown in column (a)) 6 Enter the net total of each column as Indicated below: a Corpus. Add fines 3f, 4c, ender) Subtract line 5 b Prior years' undistributed Income Subtract 2,231,375 line 4b from ins 2b 0 c Enter the amount of prior years' undistnbuted income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed 0 if Subtract line& from line 6b. Taxable amount - see page 24 of the Instructions 0 • UnOmInbuled income for 2002 Subtract line 4a from has 2a Tenable amount • see page 24 of tae mstruclions 0 f Undistributed Income for 2003 Subtract lines 44 and 5 from line I This amount must be distributed in 2004 0 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(E) or 4942(gX3) (see page 25 of the instructions) 0 8 Excess distributions carryover from 1995 not applied on line 5 or line 7 (see page 26 of the Instructions) 54,323 9 Excess distributions carryover to 2004. Subtract lines 7 and 8 from line 6a 2,177,052 10 Analysts of line 9 e Excess from 1999 138,485 b Excels from 2000 . . 172,914 e Excess from 2001 . . . 794,417 d Excess from 2002 638,745 0 Excess from 2003 • • - 432 , 491 Form 990-PF 12003) JSX 3E1480 1000 EFTA00224349

Form 990.111: (2003) Page 9 ISA 351490 1 000 PrlLate Operating Foundations (see page 25 of the instructions and Part question 9) la If the foundation has received foundation, and the ruling Is Check box to indicate whether 2 a Enlor the lesser of the adjusted net income tom Part I or the mmimum investment Mum horn Port X for each year Hied . b 85% of Imo Ett C Ovattlymp ctsinbatons Iran Pal XII, Ione 4 toi eacri yea haled , d Arnounts rncioded in Imo 2c not (nal atectly for ammo co•acci a *tempt autores 0 autilitpng ilialiibuticeis made directly roe peen ConduCi el *lamp, pelmets Subtract lime 7d fern lie 2c 3 Complete 3a, a ac la the 0Aernalive test eased upon a 'Mass' enarnalne lost - al* (1) VOAe elm nai, (2) value el meals quieten woe seeton 49425X31(5)01• • • • • b 'Endowment' ielemaino teat • Enter 213 a rivneinum investment mean shown in Past X, Mae fix Oeth year Inted C 'Support' owner., lest. enter (1) iota &upped deer man peels investment titian (Maros& as lende ears, Melon,* en seaman loon. (swan 512(e)(6)A or roWhes) (2) Support Iron penal public end 5a mete exempt inanitateens a prevail n lacteal 49420)(3Xa)(u) (3) latent amount et support ken en swept otganaeme. (4) Gross irwoorms mom . a ruling or determination letter that it is a private operalmg is effective for 2003, enter the date of the ruling the organization is a private operating foundation described in section lls I 49420X3) or I j 4942(0(5) Tax year Prior 3 years (a) Total 0°2003 (b)2002 to 2001 (42000 • Supplementary Information (Complete this part only If the organization had $5,000 or more in assets at any time during the year - see page 25 of the instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who havo contributed more than 2% of the total contributions received by the foundation before the dose of any lax year (but only if they have contributod more than $5,000) (See section 507(d)(2) ) Jeffrey E. Epstein b List any managers of the foundation who own 10% cc more of the stock of a =potation (or an equally large portion of the • ownership of a partnership orother entity) of which the foundation has a 10% or greater interest 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check hero ► {] if the organization only makes contributions to preselected chantatde aganualoons and does not accept uncoated requests for funds the organization makes gifts. granliocic (seepage 25 of the instruceandioindmduals or organizeoons under other condboes, complete gems 2a, b, e, and cl a Tho name, address, and telephone number of the person lowhom 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, chanted° holds, kinds of Institutions, or other factors: Form 990-PF (2003) EFTA00224350

Nom 9904" (2003)• Enal__ Supplementary Information continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment Recipient If reaped is an inendosi. show any Matronship lo any louncloon manses( or substantial cattalo, poundaswn mews of wipe& Purpose d oranl or conineueon Amount Name and address (home or business) a Ped dung the year Statement 2 Total la. 3a 1,008,203 b Approved for future payment None Total le 3 b 0 Page 10 Fawn 990-PF (2003) JSA 391491 1 000 EFTA00224351

Form 990-PF (200S) Part XVI-A Page 11 Iysis ofIncome-Producing Activities Enter gross amounts unless otherwise indicated unrelated business income Excluded b' section 512. 513, or 514 Relaterg exempt function income (sea Vitt Unr) 1 Program service revenue. • (a) Business (b) Amount (9) E1029cm (l) Amount _code b c d e 1 g Fees and contracts from government agencies 2 Membership dues and assess sets 3 Interest on savings and temporary cash investments 4 Dividends and Interest horn secunbes 5 Net rental income or (loss) from real estate a Debt-financed property b Not debt-financed property 6 Net rental income or (loss) from personal woody . 7 Other investment Income 8 Gain or pose) titan sells of assets other men inventory 9 Net Income or (loss) from special events . . 10 Gross profit or (loss) from sales of inventory. . 11 Other revenue a 14 116,028 b c d 0 12 Subtotal Add columns (b), (d), and (e) . . . - 116,028 13 Total. Add line 12. columns (b), (d), and (e) 13 See worksheet in line 13 instructions on page 26 o verify calculations I Relationship of Activities to the Accomplishment of Exempt Purposes Explain below how each activity for which income Is reported In column (e) of Part XVI-A contributed Importantly to Line No. the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes) (See page 26 of the Instructions ) 116,028 N/A Form 990-PF (2003) 19.4 3•l452 1 000 EFTA00224352

form 990•PF 2003 Patio 12 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 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 organization to a nonchantabte exempt organization of: (1) Cash Yes No 1 am (2) Other assets ?aj21 X b Other transacluxis (1) Sales of assets to a nonchantable exempt organization 1 b(1) X (2) Purchases of assets from a noncharitable exempt organization 1 b12) X (3) Rental of facilities, equipment, or other assets Ilb(3) X (4) Reimbursement arrangements lo(e), X (5) Loans or loan guarantees 1 b(5) (5) Performance of services or membership or fundraising solicitations c Sharing of facilities, equipment, mailing lists, other assets, or paid employees I c d If 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, other assets, or services given by the reporting organization If the organization received less than fair market value in any transaction or shanng arrangement, shay in column (d) the value of the goods, other assets, or services received b(6) X (a) Lew no (b) Amount smoked (c) Name of nonchentable exempt organizalion (0) Description °Monsters. transactions. and shanng wrengomonts 2 a Is the organization directly or indirectly affiliated with, or related to, one or morel x•exempt organizations described in section 501(0) of the Code (other then section 501(0)(3)) or In section 527? K Yes El No b If "Yes "comdele the fotlowinoschedule (a) Name of organization (h) Type of organization (c) Description of relationship E • . _ & Fo Under penalties of pequry. I dodans that I have oxamvied return, including al es We, Cermet, end complete fall° (other Own Impayer accompanying schedules end statements, and to the best of my knomaydge end or aduaary) is based on all information of which means has any km:Wedge kl krel-6 2--• 0"0`,Q.C/41-i--A-- belief, Signature of of goer or trustee Dale r Title C .2.• y E 8 ii a 0 . E g IL PropOrerS Os .7 / •4 4".. . signature ....t„?...c.,L.... \ e/ '1 Date / /0/4).5 Cheek 0 348-4 "IPI0Yed► Firm's name (or yours if Associates EIN Phone no 212 -909-9680 self-employed). address, 10 East 59th Street and ZIP code New York, NY 10022 rem, 990-PF (2003) JIA 3E1403 1 000 EFTA00224353

Schedule B (Form 990, 980-EZ, or 990.PF) Department of the Treasury Internet Revenue Sent. Name of organization Schedule of Contributors Supplementary information for line 1 of Farm 99D, 990-EZ, and 990•PF (see instructions) 0 8 No 1645.0047 2003 The C.O.U.Q. Foundation, Inc. Organization type (check one) Fliers of: Form 990 or 990-EZ Employer Identification number 13- 3996471 Form 990-PF Section: o 501(c)( ) (entefnumber) organization 4947(a)(1) nonexempt charitable trust not treated as a private foundation 527 political organization CI 501(c)(3) exempt private foundation 4947(a)(1) nonexempt charitable trust treated as a private foundation 501(c)(3) taxable private foundation Check If your organization is covered by the General Rule or a Special Rule. (Note: Only a section 501(c)(7), (8), or (10) emeruza0on can check box(es) for both the General Rule and a Special Rule - see instructions.) General Rule - )C K For organizations filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or property) from any one contributor. (Complete Parts I and II.) Special Rules • K For a section 501(c)(3) organization filing Form 990, or Form 990-EZ, that met the 33 113% support test of the regulations under sections 509(8)(1 y170(b)(1XA)(vi) and received from any one contributor, during the year, a contribution of the greater of $5,000 or 2% of the amount on line 1 of these forms (Complete Parts I and II ) K For a section 501(c)(7), (8), or (10) organization filing Form 990, or Form 990-EZ, that received from any ono contributor, during the year, aggregate contributions or bequests of more than 51,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or the prevention of cruelty to children or animals (Complete Pans I, II, and Ill ) K For a section 501(c)(7), (8), or (10) organization filing Form 990, or Form 990-EZ, that received from any one contributor, during the year, some contributions for use exclusively for religious, chantable, etc , purposes, but these contributions did not aggregate to more than $1,000. (If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc , purpose. Do not complete any of the Pads uNess the General Rule applies to this organization because it received nonexcluslvely religious, charitable, etc , contnbutions of $5,000 or more during the year ) ► $ Caution: Organizations that we not covered by the General Rule and/or the Special Rules do not frle Schedule B (Form 990, 990-EZ, or 990-PF), but they must check the box In the heading of their Form 990, Form 990-EZ, or on tine I of (heir Form 990-PF, to certify that they do not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF). For Paperwork Reduction Mt Notice, ree the Instructions for Form 990 end Form 99041 3E+251 1 000 Schedule B (Form 990, 990.E2, or 990-PF) (2003) EFTA00224354

Schedule 0(rotm eS0..S9) EL or Ii1104,1)(2003l Name of organixation The C.O.U.Q. Foundation, Inc. Mori to &rani Employer Identification number 13-3996471 tElll Contributors (See Specific Instructions.) (a) No. (b) . Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution 1 The Leslie H. Wexner Charitable Fund 10,000,000 there is ) Person — Assoc ,110 E. 59th St Payroll Noncash _ , c/o New York, NY 10022 (Complete Part lid a noncash contnbution (a) No. (b) Name, address, and ZIP +4 (c) Aggregate contributions Id) Type of contribution there is Person Payroll Noncash (Complete Part a noncash con _ — II if ribution.) (a) No. (b) Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution Poson Payroll Noncash (Complete Part a noncash contribution there is ) 11-1 II if (a) No. (b) Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash (Complete Part a noncash contribution _ II if there is ) (a) No. (b) • Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash (Complete Part a noncash contnbution.) — — _ there is II If (a) No. (b) Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash (Complete Part a noncash cont — _ _ II if there Is ibution.) Schedule 9 (Form Dee. 1100a or 9.04aF) t20031 JSA 3E125] ICAO EFTA00224355

Schedule (Form 900,990•EZ. Or 990$F) (2003) Name of organization The C . O. U .Q . Foundation, Inc. Pepe to of Pettit Employer Identification number 13-3996471 Part fl (a) No. from Part I (b) Description of noncash property given (c) FMV (or estimate) (see Instructions) (d) Date received (a) No. from Part I (b) Description of noncash property given (c) FMV (or estimate) (see Instructions) (d) Date received (a) No. from Part I b ( ) Description of noncash property given (c) FMV (or estimate) (see instructions) (d) Date received (a) No. from Part I (b) Description of noncash property given (c) FMV (or estimate) (see instructions) (d) Date received (a) No. from Part I (b) Description of noncash property given (c) FMV (or estimate) (see instructions) (d) Date received (a) No. from Part I (b) Description of noncash property given (c) FMV (or estimate) (see instructions) (d) Date received Noncash Property (See Specific instructions.) Schedule a (Form 990, 990.EZ, or 990.PF) (2003) (So 361254 I C00 EFTA00224356

Schedule q (Form 99.0, 990.EZ, or 900•Pf ) (2003) Pogo to of Panel Ham. of organization Employer Idontlfication number The C.O.U.Q. Foundation, Inc. 13-3996471 Excius/vefy religious, charitable, etc., individual contributions to section 501(c)(1), (8), or (10) organizations aggregating more than $1,000 for the year. (Complete columns (a) through (e) and the ollowing line entry.) For organizations completing Part III, enter the total of exclusively religious, charitable, etc , contributions of $1,000 or less for the year. (Enter this information once - see instructions.) p $ Part VA" Part I ( Purpose a gift (o) ) Use of gift Description old how Otis held (I) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee (a) No. from Part I Purpose of gift (a Use ol gift (d) Description of how gift is held (e) Transferee's name, address, and ZIP + 4 Transfer of gift Relationship of transferor to transferee (a) No. from Part I (b) Purpose of gift (el Use of gift (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP s 4 Relationship of transferor to transferee (a) No. from Part I (b) Purpose of gift e) Use of gift (d) Description of how gift Is held (e) Tran far of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee LA 3C 1255 1 000 Schedule a (Form 990, 990•EZ, or 900•OF) (2003) EFTA00224357

STATEMENT I THE C.O.U.Q. FOUNDATION, INC. 13-3996471 FORM 990-PF - Y/E 2/29/04 Part I. Line 23 Other Expenses Fees $30 Bank charges 865 Total $895 EFTA00224358

THE C.O.U.Q. FOUNDATION INC. 13-3996471 FORM 990-PF Y/E 2/29/04 STATEMENT 2 PART I, LINE 25 AND PART LINE 3 CONTRIBUTIONS PAID Date Name Amount purpose 3/4/03 Ballet Florida 15,000 Unrestricted 3/27/03 South University 10,000 Scholarship 4/7/03 Interlochen Center for the Arts 17,000 Unrestricted 4/7/03 Council on Foreign Relations 25,000 Unrestricted 4/10/03 The New York Botanical Garden 5,000 Unrestricted 5/6/03 Aveda Institute 6,000 Unrestricted 5/29/03 Columbus Jewish Foundation 100,000 Unrestricted 6/24/03 Don Quijote 4,079 Scholarship 7/23/03 Ovarian Cancer Research Fund 25,000 Unrestricted 8/12/03 Rutgers University 1,798 Unrestricted 8/21/03 Julliard School of Music 10,000 Unrestricted 8/22/03 Santa Fe Institute 110,000 Unrestricted 9/2/03 DARE 10,000 Unrestricted 9/2/03 Ballet Florida 10,000 Unrestricted 9/2/03 Harvard University 5,700 Unrestricted 9/2/03 Harvard University 7,495 Unrestricted 9/15/03 The Ricardo O'Gorman Garden & Center 10,000 Unrestricted 9/17/03 Physics Dept, Case Western Reserve U 15,000 Unrestricted 9/25/03 Harvard University 100,000 Unrestricted 10/7/03 South University 10,000 Unrestricted 10/9/03 Stockholm School of University 25,000 Unrestricted 10/16/03 Town of Palm Beach 36,000 Unrestricted 10/20/03 Council on Foreign Relations 25,000 Unrestricted 10/22/03 Harvard University 30,000 Unrestricted 12/1/03 American Ballet Theatre 50,000 Unrestricted 12/8/03 California School of Culinary Arts 20,000 Scholarship 12/15/03 Harvard University 120,000 Unrestricted 12/15/03 Snyder Fund for Young Musicians 7,000 Unrestricted 1/6/04 Hunter College 2,500 Unrestricted 1/6/04 New York University 11,000 Scholarship 1/6/04 Ballet Florida 15,000 Unrestricted 1/7/04 The International Institute for Strategic 18,200 Unrestricted 1/8/04 Columbia University 11,431 Scholarship 1/9/04 New School University 15,000 Scholarship 1/21/04 Trilateral Commission 50,000 Unrestricted 1/21/04 City College 50,000 Unrestricted 1/23/04 Center for Health and Healing 25,000 Unrestricted 1,008,203 EFTA00224359

••••• .. d n t ue, correct, end conrpym, and that I am auihonlod to prepare Ohs loom Srgn lum ► Form SS (12.2000)` • If you are filing loran Additional (not automatic) 3-Month Extension, complete only Pad II and check this box a, IX Note: Only complete Part If if you have already been granted an automatic 3-month extension on a previously filed Form 8868. aro filing for an Automatic 3-Month Extension, complete only Part I (on page 1). Additional (not automatic) 3-Month Extension of Time - Must File Or glnal and One Copy. Type or print Ho b,, ono Number, extender) , iiiisawsw Ill ng the rout', Soo instructions Name of Exempt Organization THE C.0.1.1.Q. FOUNDATION, INC, Employer identification number 13-3996471 street, and room or suite no. If a P.O. box, see Instructions : C/O . • ASSOCIATES, 110 EAST 59TH ST ., . ' e Fa IRS use only DIY, town or post office, slate, and ZIP code For a fasten address, see instructions NEW YORK, NY 10022 ::'.ea% {R CO ack type of return to be flied (Re a separate application for each return). Form 990 n Form 990-EZ Form 990.1 (sec 401(a) or 408(a) trust) Form 1041-A R Form 5227 O Form 8870 Form 990431 Form 990-PF Form 990-T (trust other than above) Form 4720 Form 6069 STOP: Do not complete Part II If you were not already granted an automatic 3-month extension on a previously tiled Form 8868. • If the organization does not have an office or place of business in the United States, check this box P- 1_1 • If This is for a Group Return, enter the or ainization's four digit Group Exemption Number (GEN)_, If this is for the whole group, check this box le U if for part of the group, check this box le U and attach a 1st 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, 2005 5 For calendar year , or other tax year beginning March 1, 2003 and ending February 29, 2004 e If this tax year is for less then 12 months, check reason- Li Initial return U Final return U Change In accounting period 7 State in detail why you need the extension Certain information necessary for the proper completion of the return is not yet available. Page 2 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 Instructions 5, 000 b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit and any amount paid previously with Form 8868 $ c Balance Due. Subtract line 8b from line 8a. Include your payment with this form, or, if required, deposit with FR) coupon or, if required, by using EMS (Electronic Federal Tax Payment System). See Instructions Signature and Verification kind penalties of W)ey. I doctors that I have commuted tha Wm, including aCcompeowng schedules and statements. and to the best of my knowledge and belief OCT 2 5 2004 5 , 000 Title Ilk M maim Notice to Applicant - To Be Completed by the IRS We have approved this application. Please attach this form to the organization's return. We have not approved this application. However, we have granted a 10-day grace period from the later of the date shown below or the due date of the organization's return (Including any prior extensions). This grace period is considered to be artfilgteNAVINR0VEVIons 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 considering the reasons stated In item 7, we cannot grant your rotyt r lotririon of time to file. are not granting a 10-day grace period. We cannot consider this application because It was filed after the due date of the return for which an exlensl9 • Other t alkaiSIONPROCtmtE kti BY • _ • •••• Director • Oars —., Alternate Mailing Address Enter the address if you want the copy of this application for an additional 3-month extension returned to en address different than the one entered above. Name Type or print J$A 3F 0465 1000 Associates Number and street (Include suite, room, or apt. no) Or a P.O. box number 110 East 59th Street City or town, province or state, and country (Including postal or ZIP code) New York, NY 10022 F00118856 (12-2000) EFTA00224360

F.900-PF Department ol the Treasury Internal Revenue Senwe For calendar year 2003, or tax year beginning_ March 1 , 2003, and ending February 29, 2004 Check all that apply: I I Initial return I I Final return I I Amended return I I Address charge Name change Use the IRS label. Z it, " Net sA Name of organization The C . O. U . Q. Foundation, Inc. A Employer identification number 13-3996471 Otherwise, print or typo. Sou Specific Number and street (or P 0 box number if mail is not deirmredlostreet address) Cf _ ,O , • Associates, 110 East 59th St. Room/suite B Tetepeone number (see page 10 of the trisKictions) Instruction*. City or town, state, and ZIP code New York, NY 10022 C ii **emotion nonthon a Illo ponOmo. chock bolo 0 I Fo, ton orgouroban. ohm" hen . I, 2. F0:44,11 °rpm...ono moan Coo H Check type of organization Il_C.I Section 501(cal ri Section 4947(a)(1) nonexempt charitable trust I exempt private foundation I Other taxbbleeprivate foundation 65% Matched. hero ond dit•Ch rompuiebon .F1 II foundobon mos I Fair market value of all assets at end of year (from Part II, col. (c), line 20,391,162 J Accounting method L)u Cash Li Accrual K Other (specify) (Part I, column (d) must be on cash basis.) E panto siolus ;rowan m---1 onder anion 5070XIXO). duck Moo l• l_l F V Co loonnocm to in • 60.month lonnmolgo untie flan, sIneXeleA chika rte.. Ill. I I Analysis of Revenue and Expenses EIS $ (The Mal of amounts in cdumns (b), ( ), and Of) expe may nd nocessailly equal the amounts in column (a) (seepage 10 of the instruc ions)) (a) Revenue end nses per book (b) Net Investment Income (e) Adjusted net income Id) Disbursements for charitable purposes (cash oasts oeM • I 1 PE • : : : I i I Conlituiscons. points. M:, mown (sled,schadulo) . if the loundanoi is not roe MOO 10 Oath fle attach Sch 8 2 Distributions from split-Interest trusts . . . 3 Interest on fl ans end temporary cash investments 4 Dividends and interest from secuntsas 5a Gross rents ran iai income a 0055) ) 10,000,000 116, 028 116,028 8 ii Not gain or (loss) horn sale of easels not on lino 10 • Gross solos pnco for at assets line 6a on 7 Capital gain net income 8 Net short-term capital gain 9 Income modifications 10 a Grtoss solo, lea mavens • • (from Part IV, line 2) . and allowances • • • b Less Cool of goods sold . c Gross profit or (loss) (attach schedule) , . . , 11 Other Income (attach schedule) 12 Total. Add lines 1 through 11 . . . . , . . ,_ 10,116,028 116,028 Operating and Administrative Expenses i 11 Compensation of ofScors. directors. trustees. etc 14 Other employee salaries and wages 15 Pension plans, employee benefits lee Legal fees (attach schedule) b Accounting foes (attach schedule) c Other professional fees (attach schedule), . , 17 Interest 18 Taxes (enrich schedine)Isa ono 13 of Co oulivciono) 19 Depreciation (attach schedule) and depletion 20 Occupancy 21 Travel, conferences, and meetings 22 Printing end publications 23 Other expenses (attach schedule)SP/ . 38 . 24 Total operating and administrative expense Add lines 13 through 23 25 Contributions, gifts, grants paid 26 T is ft see sod ell b onto Add fines 24 and 25 2,462 2,462 30,000 .....---i 0 30, 000 it RECEIVE - k. _ 288 4 JAN 9 4 2nti ' OGDEr- 895 895 33,645 0 33,357 1,008,203 ' 1,008,203 1,041,848 0 1,041,560 27 Subtract lino 26 from line 12. 8 nom of menus cow aroma sad allairt•MOMI . b Net Investment income (if negative, enter -0-) c Adlusted net Income Of negative, enter 4)-). • 9,074,180 116,028 EXTENSION ATTACI!7:o Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation Note: The organization may be able fo use a copy of this return to satisfy state reporting requrements OMB No 1546-0052 2003 JSA 3E 1410 2030 For Paperwork Reduction Act Notice, see the Instructions. P Form 990-PF pootip3 EFTA00224361