Pa Oa 2 Pam 990 I2F (2003 Part i Attached schedules end amounts in iho Beginning of yew End of year II Balance Sheets clescnotton cotumn Ovule be los end-ohyear amounts only (See install:eons ) (a) Book Value (b) Book Value (c) Fair Market Value I Assets I 1 Cash - non-Inlerest-boanng 2 Savings and temporary cash investments 11,252,689 10,229,739 10,229,739 3 Accounts receivable lo Loss allowance for doubtful accounts fr 4 Pledges receivable lb Leas allowance for doubtful accounts la - 5 Grants receivable 6 Receivables due from officers. directors, trustees, and other disqualified persons (attach schedule) (see page 16 or the matwebons) 7 Other notes and loans receivable (attach schedule) OP Less allowance for doubtful actOunal. 8 Inventories for sale or U90 9 Prepaid expenses and deferred charges 10 a investments - LI $ end elate spreinmeni obligabons (attach achedule) b Investments - corporate stock (attach schedule) e Investments - corporate bonds (attach schedule) 11 Investments • land, budding!, io, end equipment basis Lass accumulated daeractatton le - whacks) 50,000 50,000 (attach 12 Investments - mortgage bens 13 Investments - other (attach schedule)P. Or.tn et. s. Oh ... 14 Land, theldings. and II equipment basis Less accumulated deptemation 0. Mach schedule) 10,000 , 000 10,073,623 288 15 Other Meta (describe leSurtdry ) 14 Total assets (to be completed by all Mere - see page 16 al the Instructions Also, see page!, items) 37,800 37,800 11,252,977 20,317,539 20,391,162 g g 3 17 Accounts payable and accrued expenses 18 Grants payable 19 Deferred revenue 20 Loans Item olficen, directors, trustees, and outer drsousded persons 21 Mortgages and other notes payable (attach schedule) 22 Other liabilities (describe lei ) 23 total Ilabletles (add lines 17 through 291 9,619 9,619 I Net Assets or Fund Balances I Organizations that follow SFAS 117, check here P 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 here and complete lines 27 through 31. p 27 Capital stock, trust principal, or current funds 28 Paid-in or capital surplus, or land, bldg , and equipment land 29 Reigned earnings, accumulated income. endowment or other ands„ 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 Part III Analysis of Changes In Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of year - Part It, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 2 Enter amount from Part I inta 27a 3 Other increases not included mine 2 (itemize) p Rounding 4 Add lines 1, 2, and 3 5 Decreases not included in line 2 (itemize) Pi 6 Total net assets or hind balances at end of year (line 4 minus line 5) - Part II column (bkline 30 1 11,243,358 2 9,074,180 3 1 4 20,317,539 5 8 20,317,539 roim990-PF (2003) Yea 391420 1000 EFTA00224362

Form 9a0-.Pf (2003)1 Part IV (a) List and describe the kIncl(s) of property sold (e g , real estate, 2-story brick warehouse, or common stock,200shs. MLC Co.) ) Hew '(0come Das eavrme Bo (e) Da ned Dirtied (mo . . K ) (d) Date sold (mo. day, yr ) to b c d e (e) Gross safes price (f) Depreciation allowed (or allowable) (e) Cost or other basis plus expense of sate 04 Gam or (loss) (e) plus (f) minus (g) a b e d e Complete only for assets showing gain in column (h) and owned by the foundation on 12131/69 (I) Gains (Col. (A) gain minus col. (k). but not less than -0-) or Losses (from col (h)) (I) F M 1 as of 12/31169 U) Adjusted bass as of 12/31/69 (k) Etas d col (i) over col 0), if any a b c d e 2 Capital gain net income o (net capital loss) If gain, also' enter in Part I, line 7 I II (loss), enter -0- In Part I, line 7 } 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6) If gain, also enter in Part I, line 8, column (c) (see pages 13 and 17 of the Instructions) If (loss), enter -0- In Part I. line 8 } 2 3 page 3 Capital Gains and Losses for Tax on Investment Income Part (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment Income ) If section 4940(dX2) applies, leave INs Part Mari( Was the organization liable for the section 4942 tax on the distnbutable amount of any yearn the base period', . . . 1111 Yes El No If "Yes," the organization does not qualify under section 4940(e) Do not complete this part. Qualification Under Section 4940(e) for Reduced Tax on Net investment Income 1 Enter the appropriate amount in each column for each year; see page 17 of the instructions before making any entries. 18) Base period yeah ale C ndar year (or tax you berm° in) Adjusted clueles ( s° destitution, (c) Net value 04 nonchareable-use assets CasInbu(d) lson Me (col io) (Weed by ccit (c)) 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 . 4 99602 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 brie 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 noncharitabie-use assets for 2003 from Part X, line 5 5 Multiply line 4 by line 3 8 Enter 1% of net investment income (1% of Part One 27b) 7 Add Imes 5 and 6 8 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 II line a is equal le or greeter than line 7. Bieck Me box in Pad VI. knells. and complete that part owlet% tax into See the Part Vi instrucuons on pagan SSA Form 990-PF (2003) 3EI130I000 EFTA00224363

Form 990-PF ar3, Page 4 Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - soo paqo 17 of the instructions) 1 a Exempt operating foundations described in section 4940(dX2), check hero ► and enter "NIA" on line 1. Dale of ruling letter (attach copy of ruling letter If necessary - see Instructions) h Domestic or anizations that meet the section 4940(e) requirements in Pater, check 1 2 , 321 here ► u and enter 1% of Part I, tine 27b o 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 611 (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) 3 Add lines 1 and 2 3 2,321 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and tenable foundations only. Others enter -0-) 5 Tax based on Investment Income. Subtract line 4 from line 3 If zero or less, enter -0- 5 2,321 • CrechtsIPayments a 2003 estimated tax payments and 2002 overpayment credited to 2003 6a b Exempt foreign organizations - tax withheld at source c Tax paid with application for extension of time to Ida (Form 8868) d Backup withholding erroneously withheld 7 Total credits and payments Add Ilnes 6a through 6d 7 5,000 8 Enter any penalty for underpayment of estimated lax Check here K If Form 2220 is attached 9 Tax due. If the total of lines 5 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 2,679 11 Enter the amount of line 10 to be Credited to 2004 estimated tax ► 2, 6'79 Refunded ► P rt VII-A Statements Regarding Activities 1 a Dunne the tax year, did the organization attempt to influence any national, slate, or local legislation or did No it participate or intervene in any political campaign? X b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page t8 of the instructions for definition)? X If the answer is 'Yes' fo la or lb, attach a detailed description of the activities and ccpies of any materials published or distributed by the organization in connection mai the activities. c Did the organization file Form 1120-POL for this year? X d Enter the amount (If any) of lax on political expenditures (section 4955) Imposed during the year. (1) On the organization ► 5 (2) On organization managers ►$ Part VI 6b 6c 60 _ Enter the reimbursement (If 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 boon reported to the IRS? X If 'Yes,' attach a detailed desorption of the ectnithes 3 Has the organization made any changes. not previously reported to the IRS, in Re governing instrument, articles of incorporation, or bylaws, or other similar instruments? If 'Yes.' attach a conformed copy of the changes X 4 • Did the organization have unrelated business gross income of $1,000 or more during the year? X b If 'Yes; has It filed a tax return on Form 990.7 for this year? Was there a liquidation, termination, dissolution, or substantial contraction during the year? If Nasal attach the statement required by General kistruction T 8 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either • By language in the governing instrument or • By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain In the governing instrument? 7 Did the organization have al least $5,000 in assets at anytime during the year? If 'Yes," camPlete Part it Col (c). and Part )N 8 a Enter the states to which the foundation reports or with which it is registered (see page 19 of the instructions) ► New York b if the answer Is 'Yes" to line 7, has the organization furnished a copy of Form 990-PF to the Attorney GenSf81 (or designate) of each state as required by General instruction G7 If "No," attach exPlanahon 9 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 (see instructions for Part XIV on page 25)? /1"Yesia complete Part XIV X 10 Did any persons become substantial contributors dunng the lax year? If "Yes," attach a schedule listing their names end addresses 11 Did the organization comply with the public inspection requirements for its annual returns and exemption application? Web site address lo _ _ The books are in care of Associates Telephone no. ►_ 909-9680 -------- locaied ► 110 east 59th Street 1 New York c_ NY ZIP44 ► 10022 5,000 2 4 8 9 11 1■ lb 10 lee ".r Section 4947(0(1) nonexempt charitable trusts Ming Form 990-PF in lieu of Form 1041-Check here and enter the amount of tax-exempt interest received or accrued during the year Poi 131 JSA 3E14401 000 2 3 45 4b 6 6 7 ak 9 10 11 N X X X X X Rim 990*PF (2003) EFTA00224364

Form 990•PF 2003) Statements Regardinj 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 property with a disqualified person? ri Yes ri 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 (cc accept them from) a disqualified person? Yes No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified parson? Yes No (5) Transfer any income or assets to a disqualified person for make any of either available for the benefit or use of a disqualified person)? El Yes No (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 withal 90 days ) D Yes rfl No b If any answer is "Yes" to ¶a(1)•(6), did any of the acts fad to qualify under the exceptions descnbed in Regulations section 53 4941(d)-3 or in a current notice regarding disaster assistance (see page 19 of the instructions)? O Organizations 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 la. other than excepted acts, that were not corrected before the first day of the tax year beginning in 2003? 2 Taxes on failure to distribute income (section 4942) (does not apply for years the organization was a private operating foundation defined in section 4942Q)(3) a 4942(jX5)) a At the end of tax year 2003, did the organization have any undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning before 2003? ri Yes No If "Yes," list the years le b Are there any years listed in 2e for which the organization is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the years undisintuted income? (If applying section 4942(a)(2) to all years listed, answer "No' and attach statement • see page 19 of the instructions ) e If the provisions of section 4942(8)(2) are being applied to any of the years listed in 2a, list the years here le 3 a Did the organization hold more than a 2% direct or indirect Interest In any business enterpnse at any time dunng the year? in Yes E, 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 paned? (Use Schedule C. Form 4720, fo determine if the organization had excess business hddlngs in 2003) 4 a Did the organization invest during the year any amount in a manner that would jeopardize its chantable purposes? b Ord 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 lax year beginning in 2003? 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))? [ Yes 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 A No (3) Provide a grant to an Indlindual 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(8)(1), (2). or (3)• or section 4940(d)(2)? K Yes Ej No (5) Provide for any purpose other than religious, chantade, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? n Yes a No b If any answer is 'Yes" to 58(1)-(5), did any of the transactions fail to qualify under the exceptions described rn 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 10E] 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? El Yes C3 No If 'Yes," attach the statement required by Regulations sectkri 53 49454(d) 6 a Did the organization, during the year, receive any funds. directly a indirectly, to pay premiums on a personal benefit contract? K Yes [3 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 'SA 3E i450 1 000 40 Page 5 Yes lb N 1 c A X 2b 3b N A X X lib N A bb Rem 990-PF (2003) EFTA00224365

Form 990•OF (2003)' Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors page 6 1 List an °moors, (erectors, trustees, rounoation managers anu men compensation (etelpege tu in me inatrucuune): (e) Nome end fl ing (b) title. and average hours per weak devoted to position (c)Compensathin (II not paid, enter .04 (e)COnInbubfela 10 employee emelt Orr end deterred compensation (e) Espouse account, Other allowances Jeffrey E. Epergne 6100 Red Hook Quarters, St. Thomad,VIOne Pres/Dir hour 0 0 0 Darren K. Indyke 457 Madison Avenue, New York, NY it. Pres/Dir One hour 0 0 0 Ghislaine Maxwell We Assoa,110 E. 59th St, NY Treasurer 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 more men 350,000 e (b idle and averag ) ileum per week (leveled to porta (c) Compensation (d) Contributions to employee benefit plans and deferred compensation (e) Expanse escor other allowances t None . . . - - • Total number of other employees paid over $50,000 te 0 3 , Five Mghest-paid Independent contractors for professional services • (see page 20 of the Instructions). If none, enter "NONE." None (a) Hanle and seeress ce each noon pad more.then 350,000 (b) Typo of sena (e) Compensation Total number of others receiving over $50,000 for professional services . . . . . 0 Part IX-A Summary of Direct Charitable Activities List the foundation's lour largest (erect charitable *Ours arms se lax year Include relevant SWISUCOInformalicm such es the numbor of organizations and other bunenuemas served. conferrals cemented. research Parrs Produced. etc EJMOOSOS 2 3 4 Form 990-PF (2005) !IA Se1410 1 000 EFTA00224366

Form 990-Pr (2603) Part IX-B Page 7 Summary of Program-Related Investments (see page 21 of the instructions) Describe the two largest program-related investments made by the foundatIcn dunng the lax year on lines 1 and 2 Amount 2 All other 0100,601401010d onvestmenle see page 21 of the inalrutttons 3 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 chantable, etc.. purposes: a Average monthly fair market value of secuMies b Average of monthly cash balances c Fair market value of ail other assets (see page 22 of the instructions) d Total (add lines la, b, and c) Reduction claimed for blockage or other factors reported on lines la and lc (attach detailed explanation) I to I 2 Acquisition indebtedness applicable to line 1 assets 3 Subtract line 2 from line td 4 Cash deemed held for charitable actmbes. Enter 11/2% 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 Pan/ line 4 Minimum Investment return. Enter 5% of line 5 1a lb 1c 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 - An Distributable Amount (see page 23 of the instructions) (Section 49420)(3) and 6)(5) private operating foundations and certain foreign organizations check here ► F-1 and do not complete this part) 1 Minimum investment return from Part X, line 6 1 2a b Tax on Investment income for 2003 from Part VI, line 5 Income tax for 2003. (This does not include the tax from Part VI ) 2,321 2 c Add lines 2a and 2b 2 3 Distributable amount before adjustments. Subtract line 2c from bite 1 4a b e Recoveries of amounts treated as qualifying distributions Income distnbutions from section 4947(a)(2) trusts Add lines 4a and 4b 14 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 . . . . Part XII Qualifying Distributions (see page 23 of the instructions) 611,390 2,321 609,069 0 609,069 609,069 1 Amounts paid (including administrative expenses) to accomplish chartable, etc , purposes: a Expenses, contributions, gifts, etc. - total from Part I, column (d), line 26 1,041 560 b Program-related investments - Total from Part IX-B. . . . . . . . . . . . 2 Amounts paid to acquire assets used (or held for use) directly in carrying out chartable, etc , purposes 3 Amounts set aside for specific chantable projects that satisfy the• a Suitability test (prior IRS approval required) b Cash distribution lest (attach the required schedule) 4 Qualifying distributions. Add lines Ia through 3b Enter here and on Part', knee, and Part XIII, erne 4 1,041,560 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) 0 Adjusted qualifying distributions. Subtract line 5 from line 4 1,041,560 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 fax in those years. 1a lb 2 3a 3b 4 5 6 Form 990-PF (2003) J$A 301410 1000 EFTA00224367

Form 990.PF (2003) Page 8 Part XIII Undistributed Income (see page 24 of the instructions) 1 Distributable amount for 2003 line 7 2 Undistributed income, it any, a Enter amount for 2002 only b Total for poor years from Pan XI, (a) Corpus (b) Years prior to 2002 (c) 2002 (d) 2003 609,069 as of Ihe end 012002 0 0 3 Excess distributions canTover, if any. to 2003 a From 1995 54 , 323 b From 1999 138,485 c From 2000 172,914 d From 2001 794,417 e From 2002 638,745 f Total of lines 3a through a 1,798,884 4 Qualifying distributions for 2003 from Part XII, Ince P s 1,041,560 a Applied to 2002 but not more than line 2a , 0 b Applied to undistributed income of once years (Election required • see page 24 of ere instructions) 0 c Treated as distributions out of corpus (Election required • see page 24 of the instrucbons) 0 d Applied to 2003 distributable amount 609, 069 e Remaining amount distributed out of corpus 432,491 5 Excess dielnbutions carryover applied to 2003 0 0 gran amount appears In column (d), the same amount must be shown in column (a)) 8 Enter the net total of each column as Indicated below: a Corpus. Add fines 3f. 4c, and 4e Subtract line 5 b Prior years' undistributed Income Subtract 2,231,375 line 4b 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 0 d Subtract tine 8c from line fib. Taxable amount - see page 24 of the Instructions 0 • Undistributed income for 2002 Subtract line 4a horn line 2a Taxable amount • see page 24 of the instructions 0 I Undistributed income for 2003 Subtract lines 4d and 5 from line I This amount must be distributed in 2004 0 7 Amounts treated as distnbutions 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 dtstnbutions carryover from 1998 not applied on line 5 or line 7 (see page 25 of the Instructions) 54 ,323 9 Excess distributions carryover to 2004. Subtract lines 7 and 8 from line 6a 2,177,052 10 Analysis of line 8 a Excess from 1999 138,485 b Excess from 2000 , . 172,914 c Excess from 200t 794,417 d Excess frcm 2002 638,745 4 Excess from 2003 • • • 432,491 Form 990-PF 12003) J59 3E14$0 1 000 EFTA00224368

Form illso-PF 1003) PrNate Operating Foundations (see page 25 of the instructions and Part Vila, question 9) I a b 2a I2 c d 0 3 a b C if the foundation has received foundation, and the ruling Check box to indicate whether En lei the leSSer Of the adjusted net income hem Part I or the ininimvin investment 'alum trOM Pert X for each year toted . . 85%of ins 2e 0vehlyine 041/tun:as Iron Pal XII. lon• 4 tor oxn year inted , Arno-J.1ra mclueed in kw 2c not coal dinecny far acute conduct 0 exempt menten 04elifying dainty/tons mode erectly tor awn conduct Cl exempt admen Sonnet% line 2,1 from Ina 2c Complete 3a. b. of o la the orneminive ten tidied upon 'Assets' 1.116.1111:I/Oleil . WW (1) Vi0000hiallitin, . (2) vows 01 sawn quelMing under /GOO 49420)(3X0Eit 'Endowment' eliemaine test • Enter 213 of rmninen investment rulum anion n Pat X. inc 6 for tech per hoed 'Support' sfeivnaine lest • enter (1) Tote support other then 9106. IrIVOW4nlinf.alle 41111.0.01, dmdends. rents, penimenu on wombs. lane (.Mon 512(015)) of /game) (2) Support hos *envoi public end 6 se woe exempt cepennetiens *I {needed n sectica 45420/13E0E46 (3) Largest imam or support kcal a ruling or determination letter that it s a private operating Is effective for 2003, enter the date of the ruling the organization is a private operating foundation described in section 10 I 49420X3) or l' J 40420)(5) Tax year Pnor 3 years **Total (al 2003 (b) 2002 (0)2001 (d) 2000 on exempt erg Onted4011 (4) Own mieslment noire Ns 9 Part XV JSA 3E1490 1000 Supplementary Information (Complete this part only If the organization had $5,000 or more in assets at any time during the year - seepage 25 of the instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the trial contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000) (See section 507(d)(2) ) Jeffrey E. Epstean b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest 2 Information Rilarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here ► al of the organization only makes contributions to preselected chartable InenaelienS end does not accept unSolicile0 requests la funds If the organization makes gets, grant ji.fitc [see plus 25 or the instiliChenelle indenduala or organaahons under Mho( conditions, complete dons 2a. 0,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 theyshould include e Any submission deadlines. d Any restrictions or limitations on awards, such as by geogruphical areas, charitable fields, kinds of Institute:es, or other factors: Form 990-P F (2003) EFTA00224369

Form 000-PF (2003). rn Supplementary information continued) • 3 Grants and Contributions Paid During the Year or Approved for Future Payment Recipient it sapient is an sidwaluat. 10 show any relabonslwi any tountlabOn Manager or substantial contnOutor Foundalon status ol recipient Purpose of grant Or Contrubullon Amount Name and address (home or business) a Paid during the year Statement 2 Total ll. 3a 1,008,203 b Approved for future payment None Total lio 3b 0 Pogo 10 Form 990-PF (2003) Jan 001491 1 000 EFTA00224370

Form 996PF (200) Pagett •Producing Activities Enter gross amounts unless atomise indicated Unrelated bustness inccrns Excluded b) section 512, 513. or 514 (o) liti ficti: fil Mtne (See pa 1 Program stows revenue, ti) Business code (b) Amount (b) Exclusion cone 10) Amount a b c d 0 1 . 9 Fees end contracts from gownmenl agencies 2 Membership dues and assessments 3 interest on savings and 'memory cash investments 4 Dividends and Interest Iran secunbes 5 Net rental income or (loss) from real estate a Debt-financed property b Not debt-financed property 8 Net rental income or (loss) Irmo personal properly . 7 Other investment Inane 8 Gem or (loss) horn sales of assets ether then inventory 9 Net Income or (loss) from special events 10 Gross profit or (loss) from sales of inventory. . 11 Other revenue s 14 116,028 b c d 0 12 Subtotal Add columns (b), 01, 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 ) 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 contnbuted 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) JSA 3114921 coo EFTA00224371

Form 990.PF 2003) Pare 12 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Old 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(eX3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting organization to a nonchantable exempt organization ol: (I) Cash (2) Other assets b Other transactions (1) Solos of assets to a nonchantable exempt organization (2) Purchases of assets from a noncharltable exempt organization (3) Rental of facilities, equipment or other assets (4) Reimbursement arrangements (5) Loans or ban guarantees (6) Performance of services or membership or fundraising solicitations e Sharing of facilities, equipment, mailing lists, other assets, or paid employees d If the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the far market value of the goods, other assets, or services given by the reporting organization I the organization received boss than fair market value in any transaction or sharing arrangement, show in column (d) the va ue of the goods, other assets, or seMces received Yes No Taft) 1 312) ;to(1) 1b(2), 1b(3) 10(4) 10( 5 11:16) 1c x x (a) Line no (0) Amount invoked (c) Name of nonchantable exempt orgainualon (d) Desoto:don of transfers. Itansia:Idass. end sling arrangements 2 a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(e) of the Code (other than section 501(c)43)) a in section 5277 ri Yes Q No b If ' complete the laliwano schedule . (a) Name ol organization (b) Type of ofganizabon (c) Descriplon of Waive tup I Sign Here I Under gentian of penury. I declare that I have examined r isort:leurmt.mincludasg Par end belief, il is Imo, coned, and complete mho taxpayeraCHCCArluiZityVbrtecl on allauTorms abonmecrisftsSiismalVoti0 t it ihas " enOly knowledge cov....L.,.. K • I it , Loy e:-‘isiczkait- •14.,,-..,_ Signature of officer ot bud* Dale We t e .6. m E 8 Spa a. D Prepatets plo / „a c.....L...\.. signature Dab/ _ i / 0/0 5 Check if selhocuRloYed ".pasPrePatlireem:tuSSN reen°r PTIN211 Firm's name (or yours d soft-empbyod). address, 110 East and ZIP cods New York, I • Associates EIN II. 59th Street NY 10022 Phone no 2 12 -90 9-9680 Form 990•PP (2003) .MA 3E14931000 EFTA00224372

• Schedule B (Form 990, 990-EZ, or 990-PF) Doper[moot el the Treasury Internal Revenue Selma Name of organization Schedule of Contributors Supplementary Information for One 1 of Form 990, 990-EZ, and 990-PF (see instructions) OMB No 1545.0047 2@03 The C.O.U.Q. Foundation, Inc. Organization type (check one) Filers of: Form 990 or 990-EZ Employer Identification number 13-3996471 Form 990-PF Section: 501(c)( ) (enter number) organization 4947(a)(1) nonexempt charitable trust not treated as a private foundation 527 political organization 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) organization can check box(es) for both the General Rule and a Special Rule • see instructions.) General Rule - El For organizations filing Form 990, 990-EZ, or 990•PF that received. during the year, 55,000 or more (in money or property) from any one contnbutor. (Complete Parts I and IL) Special Rules • EP 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 )l170(b)(1)(A)(vI) end received from any one contributor, during the year, a contnbution of the greater of $5,000 or 2% of the amount on line 1 of these forms (Complete Parts I and II ) E] 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, aggregate contributions or bequests of more than $1,000 for use exclusively for religious. charitable, scientific, literary, or educational purposes, or the prevention of cruelty to children or animals (Complete Parts I, II, and III ) CI 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, charitable, etc , purposes, but these contnbutions 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. Oo not complete any of the Pads uNess the General Rule applies to this organization because it received nonexcluslvely religious, charitable, etc , contributions of $5,000 or more during the year ) * $ Caution: Organizations that are not covered by the General Rule and/or the Special Rules do not fife Schedule B (Fonn 990, 990-EZ, or 990-PF), but they must check the box In the heading of their Form 990, Form 990-EZ, or on line 1 of their Form 990-PF, fo certify that they do not meet the tiling requirements of Schedule B (Form 990, 990-EZ, or 990-PF). For Paperwork Reduction Act Hence, see the Instructions for Form 990 end Form 090a. J5A 3E1251 1 000 Schedule B (Form 990, 990-U, or 990-0F) (2001) EFTA00224373

Schechdo 000, 99042, oceSOPF) (20031 Name of organization The C.O.U.Q. Foundation, Inc. Pro to ottani Ertl:toyer IdOtilifiCation numhor 13-3996471. Part I (a) No. (b) Name, address, and ZIP +4 (c) Aggregate contributions (d) Type of contribution 1 The Latino N. Wexner Charitable Fund 10,000,000 there is ) Person Payroll — c/o I. Aesoc,110 E. 59th St Noncash — New York, NY 10022 (Complete Part II d a noncash cont button (a) No. (b) Name, address, and ZIP +4 (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash (Complete Part a noncash contribution.) 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 contribution — there is ) . — _ II d (a) No. (b) Name, address, and ZIP +4 (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash (Complete Part a noncashcont there is _ II if 'button) (a) No. (b) Name, address, and ZIP +4 (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash (Complete Part a noncash con there's — _ II if nbution.) (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 Contributors (See Specific Instructions.) Schedule B (Form t90, IIMEL or VOI-PF) 0003) ,ISA 341253 f 000 EFTA00224374

Schedule ft (ream 900. 990.EZ, or 090.PF) (2003) Name of organization The C . O. U . Q. Foundation, Inc. Page to of Port II Employer Identification number 13-3996471 Part 11 (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 (e) 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 sim. swat of 990.PF) (2003) JSA 3e I254 1000 EFTA00224375

Schedule Q (Poem 900. 090EE of 990-PF) (2003) Name of organization Employer IdenlIfication number The C.O.V.Q. Foundation, Inc. 13-3996471 Swarth* 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 following 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.) $ Pea to of Penal Part ill Vl °. Part I b) Purpos( e of gift Use of gift Description or how gift Is held (t) Transfer of gift Transferee's name, address, and ZIP * 4 Relationship of transferor to transferee (from o. Part 1 b) Purpose of gift (c Use of gift () Description ofd how gilt b held (e) Transferee's name, address, and ZIP .4 Transfer of gtft Relationship of transferor to transferee (a) No. train Part I (b) Purpose of gift Use (0) of gift (d) Description of how gill is held (e) Transfer of gift Transferee's name, address, and ZIP • 4 Relationship of transferor to transferee (a) No. from Part I (b) Purpose of gift Use c) of gift Description ortioW gift is held (e) Transfer of gift Transferee's name, address, and ZIP • 0 Relationship of transferor to transferee JSA 3E 12SS 1 000 Schedule B (Form 990, 090(EZ, or 990(PF) (2003) EFTA00224376

STATEMENT 1 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 EFTA00224377

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 EFTA00224378

ram sof ('2.7000)' • If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II and check this box p.)LI Note: Only complete Part lilt you have already been granted an automatic 3-month extension on a previously filed Form 8868. are flung ies' an Automatic 3-Month Extension, complete only Pad I (on page 1). Additional (not automatic) 3-Month Extension of Time - Must File Original and One Copy. Type or print FAe by the nkindad due dale lot Ming the return See mammas Name of Exempt Organizabon THE C. O. U. Q. FOUNDATION, INC. Employer Identification number 13-3996471 Number, street. end morn or suite no. If a P.O. box see instructions C/O It • ASSOCIATES, 110 EAST 59TH ST : ., Fa IRS use only Olt lawn or post office, stale, and ZIP code For a foreign address, see Instructions NEW YORK, NY 10022 • link '. Check type of return to be filed (File a separate application for each return). 1 :1 Form 990 :i Form 990-EZ El Form 990-T (sec 401(a) or 408(e) OW) (' Form 1041-A ('(' Form 5227[:] Form 8870 Form990,BL X Form990-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-mon h extension on a previously filed Form 8868. • If the organization does not have an office or place of business in the United States, check this box ►Lj • if this is for a Group Return, enter the omadization's four digit Group Exemption Number (GEN) If this is for the whole group, check this box . Lj If it is for part of the group, check this box . U and attach a Mat with the names and EMs of all members the extension is for. 4 I request an additional 3-month extension of time unti January 15, 2005 5 For calendar year , or other tax year beginning March 1, 2003 and ending February 29, 2004 8 if this tax year is for less than 12 months, check reason' U Initial return Lj 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 Ba 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 E 5, 000 b if this application is for Form 99043F, 990-T, 4720, or 6069, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit arid any amount paid previously with Form 8868 $ 5, 000 c Balance Due. Subtract line Bb from line Ba. Include your payment with this form, or, if required, deposit with RD coupon or, if required, by using EFIPS (Electronic Federal Tax Payment System) See Signature and Verification ES(INIONAPPROVEli instructons Under penalties of perjury, I dent e that I have nommen this form. including accompanying schedule, and stglOSPOli15, end to the best of my knowledge end belief. d pry is I ue, correct. end comp' • and that I am aulhonte0 to prepare this lona 1./.1:1 illa—•••*" ......-------... Sig two ► Tide ► CPA Notice to Applicant - To Be Completed by the IRS OCT 2 5 2004 We have approved this application. Please attach this fon to the organtrallaYs rotum. 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 dale of the organization's return (Including any prior extensions). This grace period is considered to be E lifitgtinntiggpROVEDions 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 titort tic gn gifition of time to hie. We are not granting a 10-day grace period. We cannot consider this application because k was filed after the due date of the return for *Nisch an extort* wic.f giu Other eitelOWOOKE Director By j te:”"..•ti lir Alternate Mailing Address - Enter the address if you want the copy of this applicaloon for an additional 3-month extension returned to an address different than the ono entered above. Name Typo or print inos, I Ooo 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 Form 8868 (12.2000) EFTA00224379

EXTENSICI i t F" 990-PF depenmen of the Deana* knerrel Revenue Service Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation Note: Tie orgenosson may be able to use a copy of thus return to satisfy wale reporting reduremenD For calendar year 2004, or tax year beginning March 1 0018 No 1545-0052 , 2004, and ending 28 2004 • 20 05 Check all that apply K Initial return D Final return K Amended return K Address change 0 Name change Use the IRS label. Otherwise, print or type. See Specific Instructions. Name of orpenizetnn The C.O.U.Q. Foundation A Employer identification number 13 . 3996471 "dillailli Associates, 110 E. 59th Street ra, ,unbar d moil is not debased le street address) Roomistate B Telephone ,unbar (see meted the IllitrUCIIO116) ( ) City or lown, state, and ZIP code 'New York, NY 10022 C a aernpbon application spencling.check D 1. Foreign organizations. check 2. Foreign eigencations meeting check here and attach computation a itprivatessO1tun 50P(CoTar. csh:cr F II the foundation is in a 80-month under section 507(OXIMB). check hew * 0 here e • H Check type of organization. U Section 501(c)(3) exempt private foundation 0 Section 4947(e)(1) nonexempt charitable trust 0 Other taxable private foundation the 85% la „ . w u hteerrenma. '1 0 termination Nara . * LJ I Fair market value of all assets at end of year ((mm Peel), cot (c), line 16) le 3 J Accounting method* [ZI Cash ❑0 Accrual 0 Other (specify) (Part I, column (d) must be on cash basis ) Part I Analysis of Revenue and Expenses (The tow of in columns (b), (c), and net necessarily equal in column (a) (sae page I1 of the instructions)) (y Revenue and even." per books 08 Net investment income (c) Adjusted net income ID CtSbursentems for crantable PurP (cashbeats on'y) amounts the amounts f 1 Contributions. 2 Check 3 Interest 4 Dividends 5a Gross b Net 6a Net heiress 7 Capital 8 Net 9 Income 10a 910SS b Less: c Gross 11 Other 12 Total. gills, grants, etc. received le 0 il the tandem is not required on savings and temporary cash and Interest from secunties rents rental income or (loss) (attach schedule) '' n'5 tin. 4'itoAtfAra,sow to attach Bch El . •i.R l~ investments 412,220 412,220 1). t ti , . ' .;!ik4riiV75SMi ).1.,t Vast* tiii...MaititiX1 ... al 1:/2.21111M: gain or (loss) from sale of assets sales price kx all assets on ins 6a gain net income (from Part short-term capital gain modifications . . . sales less returns and allowances Cost of goods sold. profit or (loss) (attach schedule) income (attach schedule). Add lines 1 through 11 not on line 10 191,906 tat.FREi a ' rtkiw.c..ie -1/4illICKiet4tW -21.:44;!;: Th agal.itij agirittla-ia iii ..'Llit 191,906 atalLo-,:eq.ihtsk :litt tag: *Iiiii.gx.4filit4 rifacAtictet": iniiiiMIOA21 IV, line 2) . . ifti ct' •i, irsitikel. .,S le n: bs.tbialIa i•t rttiNiiie fieetWi it le,illiNii ll'a.AS 4.11.141bill st r 1 " '(ZIEWt.V) 307,036 307,036 41COPrelfAq. AV 3 e. t. 911,162 911,162 Operating and Administrative Expenses 13 Compensation of officers, directors, trustees etc 14 Other employee salaries and wages 15 Pension plans, employee benefits , 18a Legal fees (attach schedule) . . b Accounting fees (attach schedule) . . c Other professional fees (attach schedule) St. 2 17 Interest . . . . . . . 18 Taxes (ad . - ! • ir i: n.,. . ructions) 18 Depreciat Ai ItriSO deal ion 20 Occupa 21 Travel, c' rdligNailp 7 22 Printing : ublications. 23 Other ex ch-schedule 3. 24 Total o 1 strialtre a onses. Add lines 13 throug 25 Contributions, gifts, grants paid . . . 26 Total enerees ard tett:senses. Add lines 24 and 25 215,694 128,194 87,500 37,361 37,381 5,000 tcreN. 1.1.2V!I 7,516 4,938 285,571 165,555 92,438 844,227 aiii.gAgnttia; AW Iranfila 844,227 1,109,798 165,555 936,665 27 Subtract line 26 from line 12: a Excess of revenue over eqsanses and dsixasernents b Net investment income Of negative, enter -0-) c Adjusted net income hi negative, enter -0-) . thIghttrAgia -198,636 i own • , fi , zi ..... . 4Vite 745,607 ismorasrelw • sicru ,,i _ Itgrait 314ItItION" Mdtailff.13.4 For PrIVaoy Act and Paperwork Reduction Aot Notice, see the instructions. Cat No 11289X Form 990-PF (70O4) co EFTA00224380

Form 990-PF (2004) Mend schedules and emotes in the dome:in column Beginning oi Year End of year Part II Balance Sheets shock, , r ni I a .0( ei-icrytar amounts Pay (Ste insti Loons ) mean yaw. 04 Book BMA BB Ft, Mackel Value $2 ri :it 1 2 3 4 5 6 7 8 9 10e b c 11 12 13 14 15 16 Cash—non-interest-bearing . , , . . . Savings and temporary cash investments 10,229,739 6,336,208 6,336,208 .91 . Accounts receivable ) Less: allowance for doubtful accounts li. tilthita.,..."M-ti ... ' ---Th Inti .'" Fakistifitirati± , ktn„S17 Pledges receivable P. Less: allowance for doubtful accounts Pi Elititigrai40.91 itIONSAftlieitkitilagaaili Grants receivable • Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see page 15 of the instructions) . Other notes and loans reteriable (attach schedule) ) . Less allowance for doubtful accounts 00 lisWi tit 11.11Y Ovicecistfig-Arbill Inventories for sale or use Prepaid expenses and deterred charges . Investments-0 S and stale government obhgatienS (attach schedule) Investments—corporate stock (attach schedule) Investments—corporate bonds (attach schedule) . . Investments—land, buildings, and equipment basis le ? less accumulated depreciation (attach schedule) le Investments—mortgage loans . . . Investments—other (attach schedule) .$t . 4 Land, buildings, and equipment basis lv less accumulated depreciation (attach schedule) le Other assets (describe le Sundry ) Total assets (to be completed by all filers—see page 16 of the instructions Also, see page 1, item 0 . . . . 50,000 8,000 6,000 wasstrim AM/kV Nike k. P 1 0,00 0 , 0 0 0 1.3,744,696 14,166,821 az • ei.. 37,800 32,000 32,000 20,317,539 20,118,904 20,541,029 in a) :a ..,•-• 16,to :3 17 18 19 20 21 22 23 Accounts payable and accrued expenses . Grants payable Deferred revenue. . . . . . . . . . . Loans from officers, directors, trustees, and other thsqualihed persons Mortgages and other notes payable (attach schedule) . Other liabilities (descnbe ) ) Total liabilities (add lines 17 through 22). . . . • vti ea a . . Net Assets or Fund Balances 24 26 28 27 28 29 30 31 Organizations that follow SFAS 117, check here la ID and complete fines 24 through 26 and lines 30 and 31. Unrestricted Temporarily restricted , Permanently restricted, . . . . . . Organizations that do not follow SFAS 117, check here ) 0 and complete lines 27 through 31. Capital stock, trust principal, or current funds . Paid-in or capital surplus, or land, bldg., and equipment fund Retained earnings, accumulated income, endowment, or other funds Total net assets or fund balances (see page 17 of the instructions) Total liabilities and net assets/fund balances (see page 17 of the instructions) . o „, ;:. ti: <u a+ 20 317,539 20,118,904 r " 20,317,539 20,118,904 20,317,539 20,118,904 !cc AX:lz Page 2 Part III Analysis of Changes in Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of year—Pan II, column (a). line 30 (must agree With end-of-year figure reported on prior year's return). . . . 1 20,317,539 2 -198 838 2 Enter amount from Part I, line 27a 3 3 Other increases not included in line 2 (itemize) Po Rounding 4 20,118 904 4 Add lines 1, 2, and 3 . . . . 6 5 Decreases not included in line 2 (itemize) . . . ....... ..... . .............. . . 6 20,118,904 8 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 . ram 990-PF (2w4) EFTA00224381

Form 99MPF (20D4) Part IV (a) La' and descnbe 'he kraas) of property sold (0 g , rroi owe. 2-story brick wattaanc. or Wilma stock. 20O s'is f.(10 CO ) Mpil_firditt iusend 0—Donslion KL_Dste wound Yon • day, r 1 (dl Oslo acid encl, day. yr) 1a b e d a te Gross aM4 price II) Mammal= allowed tor tiO0wabICI PS Cost or 0010, ban Pus expense of sea PS Gain or pots) 10/ Plus (f)mnus Ig) a . 248,113 b o d a Complete only for assets shoving gain in column (4 and owned by the foundation on 12/31/89 Meares feet IN pen news od - 00, but not Ins Oran +1 or Losses (Porn cci 414) (0 F 4 as of 12/31/69 /Ousted ba e) sis as of 12/31/69 pe Excess of col 14 over col Q, if any a • b e d a { If gain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) If (loss), enter -0- in Pert I, line 7 3 Net short.term capital gam or (loss) as defined in sections 1222(5) and (6). II gain, also enter in Part I, line B, column (c) (see pages 13 and 17 of the instructions) .. If (loss), enter -0- in Part I, line 8 . . 2 248,113 3 Paps 3 Capital Gains and Losses for Tax on Investment Income Part 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 blank. Was the organization liable for the section 4942 tax on the distnbutable amount of any year In the base period', 0 Yes 0 No II "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 18 of the instructions before making any entries (s) Boo OS Achustsd qualtlyffig clowbutons (0) Net raw of ncetchanlablfnuse assets 101 Matnbution rall0 tool OS dmdree ev col (c)) and yews Canny year Or tax yaw beginning in) 2003 1,041,560 12,227,605 0.085179 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 0.499802 2 Total of line 1. column (cf) . 2 1.885556 3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by 0.337111 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 2004 from Part X, Poe 5 4 20,159,108 5 Multiply line 4 by line 3 . . 5 6,795,856 8 Enter 1% of net investment income (1% of Part I, line 27b) 6 7,45(1 7 Add lines 5 end 6 . . . 6,803,312 Ift Fntnr ounlifmno dminhutinns from Part XII. line 4 8 939,885 If line 8 is equal to or greater than line 7, check the box in Part VI, line lb, and complete that part us ng a 1% tax rate. See the Part VI instructions on page 18. Form 990-PF ROCK) EFTA00224382

• Form 910-PT RON) Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see p e 18 of the instructions) 1a Exempt operating foundations described in section 4940(d)(2), check here le. O and enter 'N/A' on line 1. ' Dale of ruling letter. (attach copy of ruling letter if necessary-see instructions) b Domestic organizations that meet the section 4940(e) requirements in Part /, check h d 14,912 WI ji here Iii• O and enter 1% of Part I, line 27b e All other domestic organizations enter 2% of line 27b Exempt Arleen organizations enter 4% of Part I. hne 12 col (b) 2 Tax under section 511 (domestic section 4947{0(1) trusts and taxable foundations only Others enter -6) a 2 II 3 Add lines 1 and 2 4 Subtitle A (income) tax (domestic section 4947(8)(1) trusts and taxable foundations only Others enter -0.) 3 4 -- 14,912 . 5 Tax based on investment Income. Subtract line 4 from line 3 If zero or less, enter -0- 5 14,912 6 Credits/Payments a 2004 estimated tax payments and 2003 overpayment credited to 2004 88 2,679 i I. .i -I f 1 - 4 . - IS b Exempt foreign organizations—tax withheld at source 6b ( 1 .1,r ;a.- al. C2 . c Tax paid with application for extension of time to file Form 8868) Sc 25.000 _A tl d Backup withholding erroneously withheld. 6d . . . 7 Total credits and payments Add lines 6a through 6d 7 27,679 . . , . . 8 Enter any penalty for underpayment of estimated tax Check here O If Fo m 2220 is attached S 9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed le. 9 • 10 Overpayment. II line 7 is more than the total of lines 6 and 8. enter the amount overpaid. pi. 10 12,767 11 Enter the amount of line 10 to be Credited to 2005 estimated tax 1.- 12,7671 Refunded le 11 Page 4 Statements R ardln Activities 1a 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 19 of the instructions for definition)? . , . . . . . . . If the answer is "Yes" to Is or lb, attach a detailed description of the activities and copies of any materials published or distributed by the organization in connection with the actrwties c Did the organization the Form 1120-POL for this year? . . . . . . . d Enter the amount (if any) of tax on political expenditures (section 4955) imposed dunng the year: (1) On the organization. le $ (2) On organization managers Ile $ e 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? fl 'Yes," attach a detailed description 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'" II "Yes," attach a conformed copy of the changes 4a Did the organization have unrelated business gross Income of $1,000 or more during the year? b If "Yes,' has it filed a tax return on Form 990-T for this year? . . . . 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 11 "Yes," attach the statement required by General Instruction T 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either: • By language in the governing instrument, or • By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? 7 Did the organization have at least $5,000 in assets al any lime during the year" II 'Yes,' complete Part II, col (c), and Part XV. 8a Enter the states to which the foundation reports or with which it is registered (see page 19 of the Instructions) Po .. . 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 G? If "No," attach explanation 9 is the organization claiming status as a pnvate operating foundation within the meaning of section 4942(j)(3) or 49420X5) for calendar year 2004 or the taxable year beginning in 2004 (see instructions for Part XN on page 25)1 If "Yes," complete Part XIV . . . • • . • 10 Del any persons become substantial contributors during the tax yearlif "Yes,sattech a schedute hong thew names and addresses. 11 Did the organization comply with the pubSC inspection requirements for es annual returns and exemption applicakm? Web site address Ito 12 The books ore in care of le Telephone no I. 211401):9100— Associates Located at lo 110 East 59th Street, New York, NY 10022 ....... . . ZIP44 ► . . - 13 Section 4947(aX1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041—Check here 13 ere . . and enter the amount of tax-exempt interest received ix accrued dunng the year . o. Form 990-PF MOM EFTA00224383

Form 990.PF (2eal) Part VII-B Page 5 Statements Regarding Activities for Which Form 4720 May Be Required File Form 47201f any Item is checked In the "Yes" column, unless an exception applies. 1a During the year did the organization (either directly or indirectly): (1) Engage in the sale or exchange, or leasing of properly with a disqualified person? K Yes 0 No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? . . . . K Yes ca No (3) Furnish goods, services, or facilities to (or accept thorn from) a disqualified person? K Yes 0 No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? K Yes F2J No (6) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? . . . . K Yes Ca No (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 ) . Yes 0 No b If any answer is 'Yes" to la(1)-(6), did any of the acts fail to quahfy under the exceptions described ri Regulations section 53 4941(d).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 ► K c Did the organization engage In a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2004? . . . 2 Taxes on failure to distribute income (section 4942) (does not appty for years the organization was a private operating foundation defined in section 4942(0(3) or 4942(1)(5))• a At the end of lax year 2004, did the organization have any undistributed income (lines 6d and 60, Part XIII) for tax year(s) beginning before 20047 . . K Yes 0 No If "Yes' list the years ► 20 ... , 20.... , 20 . , 20 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 year's undistnbuted income? (If applying section 4942(a)(2) to all years listed, answer "No" and attach statement—see page 20 of the instructions ) c if the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here ► 20 .... , 20 ... , 20 . , 20 3a Did the organization hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? K Yes 0 No b If "Yes," did it have excess business holdings In 2004 as a result of (1) any purchase by the organization or disqualified persons after May 28, 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 C, Form 4720, to determine if the organization had excess business holdings In 2004) 4a Did the organization invest during the year any amount In a manner that would reopardue its chantable purposes? b Did the organization make any investment m a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from feopardy before the first day of the tax year beginning In 2004? 5a During the year did the organization pay or incur any amount to. (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(a))? (2) Influence the outcome of any specific public election (see section 4955), or to carry Ori, directly or indirectly, any voter registration dnve? 0 yes 0 No (3) Provide a grant to an individual for travel, study, or other similar purposes?. K Yee Pi No (4) Provide a grant to an organization other than a charitable, etc , organization described in section 509(a)(1). (2), or (3), or section 4940(d)(2)? . . . . K Yes FL1 No (5) Provide for any purpose other than religious, chantable, scientific, literary, or educational purposes, or for the prevention of cruelly to children or animals? . K Yes 0 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 assistance (see page 20 of the instructions)? Organizations relying on a current notice regarding disaster assistance check here ► K c If the answer is "Yes" to question 5a(4), does the organization claim exemption from the tax because II maintained expenditure responsibility for the grant? . K Yes K No If 'Yes," attach the statement required by Regulations section 53.4945-5k°. 6a Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? . K Yes 0 No b Did 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. K The 0 No ;-4 ao a5 5b ti -Iv VII Sti 'AM 6b Form 990-PF woo EFTA00224384

• Furor 090-OF 90041 RV 6 Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, end Contractors (a) Name and address (b) Title. aril average hours per week devoted to Nadal (o) Compensation Pt not paid, enter iiI).) (0) Conti**,OM to employee benefit plans and deterred compensation la) Expense account. other allowances .Jeffrey E. Epstein •• • 6100 Red Hook QTRS St. Thomas, Vi PresidenUDir. nn. Nam. 0 0 0 Darren K. Indyke 457 Madison Avenue. New York, NY Vice Prinad•ntint. 0 0 0 Ghlslalne Maxwell clo Associates, 110 E. 59th St., NY, NY Treasurer on. Straw 0 0 0 2 Compensation of five hIghest-pald employees (other than those included on line 1—see page 21 of the instructions). If none, enter "NONE." Ibehr ua le and swage per week demoted to position w eanpeneabon (d) Contributions to employee boned plans and delerred compensation (e) Expense account, other allowances (a) Name and address of each employee paid more than $50000 None. • • Total number of other employees paid over $50,000 • . . • 3 Five highest-paid Independent contractors for professional services—(see page 21 of the Instructions). if none, enter "NONE." (a) Name and &Wen of east pawn mid more VS $50.003 Da) Type of aria K4 ComPensation Marvin Minsky. 111 ivy Street, Brookline, MA 02446 Consulting • 75,000 Kyle Godfrey 200 W. 54th Street, New York, NY 10019 Consulting 12,500 • Total number of others receiving over $50,000 for professional services Part IX-A Summery of Direct Charitable Activities tat We Mondale:all lour largest deem chanieb* activaief during the lax year Include relevant staustscet information such as the Minter OI oigararatrone sad other boneficianes served, conlerences convened. refasten paper* produced, etc Expenses 2 . . • • . . . . . . . . . . . • • , • • • • 3 4 • .. . • •• .... ••• • • Fern 990-PF Poe EFTA00224385

Form 990.PF (2004) Part IX-B Paw 7 Summary of Program-Related Investments (see page 22 of the instructions) Debate gm two largest movermralmod investments made by ins kundessn dung this yell on matins 2 1 2 Amour.: Al other prognonnolating investments See page 22 ei the IIIIIMMono 3 Total. Add lines 1 through 3 . . . . . . . . . . . . . . . ► Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see page 22 of the instructions.) Part X 1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc , purposes' a Average monthh/ fair market value of securities. . b Average of monthly cash balances . . c Fair market value of all other assets (sea page 22 of the instructions) d Total (add lines in, b, and c). . . . . a Reduction claimed for blockage or other factors reported on lines la and 1c (attach detailed explanation) . . . . Lid 2 Acquisition indebtedness applicable to line 1 assets 3 Subtract tine 2 from line 1cl . . . . . . . . . . . . 4 Cash deemed held for charitable activities. Enter 1'h% of line 3 (for greater amount, see page 23 of the instructions) . . . . . . . . . 5 Not value of noncharitable-use assets. Subtract line 4 from line 3. Enter here end on Pang, line 4 6 Minimum Investment return. Enter 5% of line 5 Part Xl la b 8 282 974 lc ld 12 183,123 20 466,097 2 3 20 468 097 4 5 6 308,991 20,159,106 1,007,955 Distributable Amount (see page 23 of the instructions) (Section 4942(0(3) and 0)(5) private operating foundations and certain foreign organizations check here lo• O and do not complete this Part 1 Minimum investment return from Part X, line 6 • • 2a Tax on Investment Income for 2004 from Part VI, line 5 2a 14,912 b e . . . income tax for 2004 (The does not include the tax from Part VI ) Add lines 2a and 2b . . . . . 2b 3 Distnbutable amount before adjustments. Subtract tine 2c from line 1 . 4 Recoveries of amounts, treated as qualifying distributions . 5 Add lines 3 and 4 6 Deduction from distributable amount (see page 23 of the Instructions) . 7 Distributable amount as adjusted Subtract One 8 from line 5 Enter here and on Part XIII, line 1 . . . . . . Part XII Qualifying Distributions (see page 23 of the instructions) 1 2e 3 4 6 6 1,007.955 14,912 993,043 993,043 7 993,043 1 Amounts paid (including administrative expenses) to accomplish charitable, etc , purposes: a Expenses, contributions, gifts, etc —total from Part I, column (d), line 26 . . . . 15 936.885 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 schedule) 4 Gasifying ristnbudons. Add lines to !trough 3b Enter here and on Part,, line 8, and Part XIII, Me 4 936,665 5 Organizations that qualify under section 4940(e) for the reduced rate of tax on net investment income Enter 1% of Part I, tine 27b (see page 24 of the instructions) . . 8 Adjusted qualifying distributions. Subtract line 5 from line 4 . . . . . . . 6 936 665 Note: The amount on tine 6 will be used in Part column (b), In subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tat those_years. lb 2 3a 3b 4 5 Form 990-PF Row) EFTA00224386

Form 990•PF (2004) par 8 Part XIII Undistributed Income (see page 24 of the instructions) 1 Distributable amount for 2004 front Part XI line 7 . 2 Utistrituted moony, if wry, as d the end of 20:C.. a Enter amount for 2003 only b Total for prior years' 20 20 20 3 Excess distnbutions carryover d any, to 2004• a From 1999 138,485 b From 2000 172,914 c From 2001 794,417 d From 2002 638 745 e From 2003 432,491 I Total of lines 3a through e 4 Qualifying distnbutions for 20604 6 5from Part ,0 XII, line 4- ► $ 93 a Applied to 2003. but not more than line 2a b Applied to undistributed income of prior years (Election required—see page 24 of the instructions) e Treated as distributions out of corpus (Election required—see page 24 of the instructions) d Applied to 2004 distributable amount e Remaining amount distributed out of corpus 5 Excess distributions carryover applied to 2004 (Il an amount appears in 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 Nes 31, 4c, and 4e Subtract line $ b Prior years' undistnbuted income Subtract line 4b from line 2b • . . e 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 d Subtract line 6c from line 6b. Taxable amount—see page 25 of the Instructions e Undistributed income for 2003. Subtract line 4a from line 2a. Taxable amount—see page 26 of the instructions f Undistnbuted income for 2004. Subtract lines 4d and 5 from line 1. This amountmust be distributed in 2005 . . 7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(E) or 4942(0)(3) (see page 2$ of the instructions) . • 8 Excess distributions carryover from 1999 not applied on line 5 or line 7 (see page 25 of the instructions) 9 Excess distributions carryover to 2006. Subtract lines 7 and 8 from line 6a 10 Analysis of line 8 c Excess frorn 2002 638,745 d Excess from 2003 432,491 e Excess from 2004 794,411 a Excess from 2000 172,914 b Excess from 2001 Corpus Ib) Years pace to 2003 144?7,47raffisiTR 82,107 2,038,567 ;) (c) 2003 Farm990-PP poen 0 id) 2004 Met 936 665 1t1 I 0 EFTA00224387

Form 990-PF (2004) Part XIV 1a b 2a b c d e 3 a ci If the foundation has received a ruling foundation, and the ruling is effective Check box to indicate whether the or Enter the lesser 01 the adjusted net or determination letter that it is a private for 2004, enter the date of the ruling itinization is a private operating foundation operating . descnbed in section Q 4942() or 0 4942(g)_ (a) Total Tax year Prior 3 years income from Part I or the minimum (a) 2034 (b)2003 lc) 2002 (0) 2031 investment return from Part X for each year Mated . 65% or line 2a 0ualitymo distnbutions from Pad XII, line 4 for each year listed Amountsincluded in line 2c not used directly for active conduct of exempt admires . . 0ualilying distributions made directly for active conduct of exempt activities Subtract line 2d from line 2c Complete 3a. b, or c for the alternative test relied upon. "Assets" alternative test-enter (1) Value of all assets . (2) Value of assets qualifying under section 49420)(3)(0)(1) 'Endatintair alternative test—enter 1/2 of minimum investment return shown in Pad X, boo 6 l07 each year listed "Support" alternative test—enter (1) Total support other than gross investment income (interest, dividends, rents. Payments on securities loans (section 512(aX5)), or royalties) (2) Support from general public and 5 or liters exempt organizations as provided in section 49420)(3XF:9M . . (3) Largest amount of support from an exempt organization (4) Gross investment income Pogo 9 Private Operating Foundations (see page 25 of the instructions and Part MIA question Part XV Supplementary Information (Complete 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.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(4(2)) Jeffrey E. Epstein b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest. 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here Ito 0 if the organization only makes contnbutions to preselected charitable organizations and does not accept unsolicited requests for funds. If the organization makes gifts, grants, etc (see page 26 of the instructions) to individuals or organizations under other conditions, complete items 2a, b, c. and d a The name, address, and telephone number of the person to whom applications should be addressed* b The form in which applications should be submitted and information and materials they should include o Any submission deadlines* d Any rostrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of Institutions, or other factors. Form 990-PF t2004) EFTA00224388

• Form 9SPCFPF F2004) Part XV 3 Grants and Contributions Paid During the Year or Approved for Future Payment Recipient If reopen aen Individual. show any reSatronshp to any faun:Wien manager or subslantal corenbula F dsini „., : -"- . ..j —`u" — reeved Purpose ol grant or contnbution &Mount Name and address (home or business) a Patd defog the year Statement 5 . . Total . . . . . . . . . . . . . . . . . . lio 3a 844,227 b Approved for Mum payment . Total : . . . . . . . . Po 3b . 0 Par 10 Supplementary.Information (continued) Form 990-PF (2000 EFTA00224389

Form freOPF (2004) Part XVI-A Enter gross amounts unless otherwise indicated Unrelated trueness income Excluded by stolen 512. 513. Of 511 (e) Pealed Or exempt lunchon income (See page 26 of the vntructons ) 1 Program service revenue' a (a) Business code (b) Amount (o) Exclusion code (d) AmouM b c d e f ' g Fees and contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 4 Dividends and interest from securities 5 Net rental income or (loss) from real estate: a Debt-financed property . . . . b Not debt-financed property. . . . 6 Net rental income or (loss) from personal property 7 Other investment income. . . . . . 8 Gain or (loss) from sales of assets other than inventory 9 Net income or (loss) from special events. 10 Gross profit or (loss) from sales of inventory 11 Other revenue. a From Partnerships 14 412,220 : • iei 2.; f ' iii, -0Wri '--- ,..„:4::. t li;.; 3.14Kaci. • "r 1 18 191,906 14 307,036 b c d e 12 Subtotal. Add columns gal (dl. and fel )11/4..Verani; ,ft.liikniatl 911,162 13 Total. Add line 12. columns (b), (d), and (e) . • (See worksheet in line 13 instructions on page 26 to verify calculations.) Man 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 contnbuted importantly to the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes) (See page 27 of the instructions) Page 11 Analysis of Income-Producing Activities 911,152 LmiNo. 13 NIA Form 990-PF (2004) EFTA00224390

Fonn 990-PF CROON) Part XVII Page 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 No 501(c) 'of the Code (other than section 501(c)(3) organizations) of in section 521, relating to political organizations? is Transfers from the reporting organization to a noncharitable exempt organization of (1) Cash (2) Other assets b Other transactions: (1) Sales of assets to a nonchantabte exempt organization (2) Purchases of assets from a noncharitable exempt organization • • (3) Rental of facilities, equipment, or other assets , . (4) Reimbursement arrangements . . . . (5) Loans or loan guarantees. , . . . . . . . (8) Performance of services or membership or fundraising solicitations • Shanng of facilities, equipment, mailing lists, other assets, or paid employees d If the answer to any of the above is 'Yes," complete the following schedule. Column (b) should always show the air market value of the goods, other assets, or services given by the reporting organization, If the organization received less than fair ma ket value in any transaction or sharing arrangement. Show in co umn (d) the value of the goods, other assets, or services received. • (a) One no ID) Amount involved (o) Name of nonchantable exempt omaneation (0) Description of translate, transactions, and during engagements 2e 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(c)(3)) or in section 5272 . . . b If "Yes," complete the foll wing schedule Dyes @No (a) Ian of orgargabon pa) Type of organization (o) DeecriptiOn of relatentehp I Sign Here I under penalties of pwluy t I h muted this return, ow:Iodine accompanying schedules end statements, babel, a is kW, totfM tong e of proposer (Worthen taxpayer or fiduciary) is based on all information 06 and to the beef of my knowledge and of otticharePlmar has WV Knowledge Tag Dik Signature of officer or trustee Tab O aGs e Preparees (7(7,7,7 re.„....._.......77,,,, is re . Check If um-employed ,. 0 Preparer's 99N or Pl1N ON Signature an PPP 20 01 0. 7 Firm's ISM) for yours it Associates EiN a. saell'I ZIPmPl""i' address.' nd code 110 East 59th Street, Now York, NY ¶0022 Phone no ( Form 990-PF pox) EFTA00224391

THE C.O.U.Q. FOUNDATION, INC. 13-3996471 FORM 990-PF - Y/E 2/28/05 STATEMENT 1 Part I, Line 11 Other Income Second City Capital Partners I, LP K-I Entity 307,036 STATEMENT 2 Part 1, Line 16(c) Other Professional Fees Consulting 87,500 Bear Steams Asset Backed Security Partners, L.P. K-1 Entity 20,482 Second City Capital Partners I, L.P. K-I Entity 107,712 Total 215,694 EFTA00224392

THE C.O.U.Q. FOUNDATION, INC. 13-3996471 FORM 990-PF - Y/E 2/28105 STATEMENT 3 Part I, Line 23 Other Expenses Bank Charges 220 Second City Capital Partners L.P. K-1 entity 1,088 Bear Stearns Asset Backed Securities Partners, L.P. K-I entity 2,636 Filing Fees 994 Other 2,578 Total 7,516 EFTA00224393

THE C.O.U.Q. FOUNDATION, INC. EIN 13-3996471 FORM 990-PF - WE 2/28/05 STATEMENT 4 Part 11, Line 13 Other Investments Bear Steams Asset Backed Book Value Fair Market Value Securities Partners LP 10,289,911 10,289,911 Second City Capital Partners I, LP 3,454,785 3,876,910 13,744,696 14,166,821 EFTA00224394

THE C.O.U.Q. FOUNDATION, INC.. 13-3996471 FORM 990-PF - WE 2/28/05 PART I, LINE 25 AND PART LINE 3 STATEMENT 5 CONTRIBUTIONS PAID Date Name Amount Purpose 3/2/04 New York Academy of Art 7,250 Unrestricted 4/5/04 School for Film and Television 1,000 Unrestricted 4/8/04 Stanford University 50,000 Unrestricted 4/12/04 New York University 25,000 Scholarship 4/29/04 New York Uniyersity 9,000 Scholarship 4/29/04 Ballet Florida 15,000 Unrestricted 5/4/05 Harvard University 30,000 Unrestricted 5/11/04 California School of Culinary Arts 21,172 Scholarship 5/11/04 South University 11,000 Scholarship 5/17/04 The 92nd Street Y Nursery School 25,000 Unrestricted 6/1/04 Stockholm School of Economics 25,000 Unrestricted 7/6/04 Academy of Achievement 50,000 Unrestricted 8/5/04 Edge Foundation, Inc. 50,000 Unrestricted 8/12/04 Columbia University 50,000 Unrestricted 8/19/04 Robin Hood 50,000 Unrestricted 8/23/04 Freestate Socer Alliance - Shooters 10,000 Unrestricted 8/31/04 Socratic Arts, Inc. 50,000 Unrestricted 9/28/04 Edge Foundation, Inc. 5,000 Unrestricted 9/29/04 The Julliard School 5,500 Scholarship 10/4/04 Ballet Florida 10,000 Unrestricted 10/5/04 Ovarian Cancer Research Fund 48,500 Unrestricted 10/13/04 Alliance for Lupus Research 1.000 Unrestricted 10/13/04 The Michael J. Fox Foundation 23,250 Unrestricted 10/22/04 Ted Med 1 I ,988 Unrestricted 10/26/04 Council on Foreign Relations 25,000 Unrestricted 12/2/04 Hunter College 2,500 Scholarship 12/8/04 American Ballet Theater 10,000 Unrestricted 12/14/04 Palm Beach Police Department Donation 90,000 Unrestricted EFTA00224395

THE C.O.U.Q. FOUNDATION, INC.. 13-3996471 FORM 990-PF - Y/E 2/28/05 STATEMENTS PART I, LINE 25 AND PART LINE 3 Amount Purpose CONTRIBUTIONS PAID Date Name 12/16/04 New York University 8,996 Scholarship 1/12/05 New York Film Academy 1,800 Scholarship 2/1/05 New York Film Academy 700 Scholarship 2/1/05 New York University 20,000 Scholarship 2/3/05 Santa Fe Institute 20,000 Unrestricted 2/3/05 South University 10,000 Scholarship 2/4/05 Titans Baseball Club 5,000 Unrestricted 2/8/05 NYJTL for Cary Leeds Center 50,000 Unrestricted 2/28/05 Ballet Florida 15,000 Unrestricted 2/28/05 Sundry 570 Unrestricted 844,227 EFTA00224396

under penalties of Pflug ii o two, correct, any Signature Form aece Via 12-2000 • If you are filing for an Additional (not automatic) 3-Month Extension, complete only Pad II and check this box IP Pi Note. Only complete Pert II If you have already been granted an automatic 3-month extension on a previously filed Form 8888. • If you are filing for an Automatic 3-Month Extension, complete only Part I (on page 1). Additional (not automatic) 3-Month Extension of Time—Must File Ori final and One Copy. Name of Exempt Organization • The C.O.U.G Foundation, Inc. Page 2 Part II Type or print Flaying, Number str and room or suite no. II a P box, see instructions extended Lialtinlit Associates, 110 E. 69th Street due dab for Noe the See Oty, tom or post office, stale, and ZP code Fora foreign address, see insInicticon return • struciaes New York, NY 10022 Check type of return to be flied (File a separate application for each return). O Form 990 O Form 990-BL O Form 990-EZ • Form 990-PF STOP: Do not complete Part II if you were not already granted en automatic 3-month extension on a previously filed Form 8868. • The books are in the care of O. Ha Beller 750.9895 Telephone No. lio ( . ) 7504208 . • if the organization does not have an office or place of business In the United States, check this box FAX No P. ( 212 ) g• O • If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) If this is for the whole group, check this box liii O. If it is for part of the group, check this box le O and attach a list with the names and EINs of all members the extension is for 4 I request an additional 3-month extension of time until January 15 , 20 SI 5 For calendar year ..... .. or other tax year beginning March 1 20 04 and ending February 28 . 20.9.5 6 if this lax year is for less than 12 months, check reason. O Initial return O Final return O Change in accounting period 7 Staten detail why you need the extension Certain information necessary for the proper completion of the return Is not yet available. O Form 990-1 (sec. 401(a) or 408(a) trust) O Form 9904 (trust other then above) O Form 1041-A O Form 4720 Employer identification number 13 3996471 For IRS use only r1;, • 3;1131 0 tit O Form 5227 O Form 8089 O Form 8870 8a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6089, enter the tentative tax, less any nonrefundable credits. See Instructions b If this application is for Form 990-PF, 990-T, 4720, or 8069, 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 bne 8b from line 8a. Include your payment with this form, or, If required, deposit with FM coupon or, if requked. by using EFTPS (Electronic Federal Tax Payment System). See instructions. $ 0 Signature and Verification .have examined this lam, inducing accompenyng schedules and statements. and to the best of my knowledge and belief, lam authassed to prepare the loan 27,679 27,879 G Wee O/17, one ► AZ/7/061,.5. * g / 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 penod from the later of the date shown below or the due date of the orgaruzabon's return (including any prior extensions) This grace period is considered to be a valid extension of time for elections otherwise required to be made on a limey retum Please attach this form to the organization's return We have not approved this application Alter considering the reasons stated in item 7, we cannot grant your request for an extension of time to file We we not granting a 10-day grace paned We cannot consider this application because it was filed after the extended duo date of the return for which an extension was requested Other a By Director Date Alternate Mailing Address — Enter the address if you want the copy of this application for an additional 3-month extension returned to an address different than the one entered above Type or print Name 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 • .••• • ••••• Fault:RIM pri412-zeim EFTA00224397

EXTENS1014 ATTACHED Fat 990-PF OtP1M1Mcni of the Irmo?), warm., Novena ficeMoe Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation Note: The °qv:ashen may be able to Use a copy of this return 10 satisfy state reporting reourrements. For calendar year 2005, or tax year beginning March 1 OMB No. 1545-0052 NO5 , 2005, and ending February 28 , 20 06 Check all that apply: 0 trtitiW return 0 Final return 0 Amended return 0 Address change 0 Namo change Use the IRS label. Name i citanciat" The C.O.U.Q. Foundation A Employer identification numb*. 13 3996471 Otherwise, print Of . Number and preµ (wilt) box number II Mad • real deemed to street address) clot' . Dotson Associates, 110 East 59th St. eaccatatele 1 a (sea page 10 of the Instructora) ( ) See Specific Instructions. Gey or toes, state, and ZIP code New York, NY 10022 C IlexemptioneoperAbon is pendtnecheck here lit. 0 CI 1. Foreign otgantzations, cheek nem . . 0 0 2. Foreman orgammuons meeting Me 8514 test. in check hero and attach consolation . • U it isfmr sovalssesstoUnegjbV)11::nowcakshiprenn e in.all El F II the foundation is in a 60montn temisnelon n under section 507(b)(1)(0), check here . e. I...1 H Check type of organization: ( Section 501(cX3) exempt private foundation 0 Section 4947(a)(1) nonexempt charitable trust 0 Other taxable pnvate foundation I Fair market value of all assets at end of year (from Pad ll, col, (c), hno 16) le $ 21,863,038 J (Pad Accounting • method: 0 Cash ❑0 Accrual Other (specify) I, column (d) must be on cash bests.) Lai Analysis of Revenue and Expenses (Me rebid amounts in columns (b), (c), and (d) may not necessary equal the amounts in column (a) (see page t I of the insfmcOonsn (2) Revenue and expenses per bootie (1)) Nµ Inv sImant WIC04143 (c) Adinitnted net (dl Disbursements for charitable purposes (ash basis one, Revenue 1 Contributions, 2 Check li• 3 Interest on 4 DMdends 5a Gross rents b Net rental r4 savings and income gilts, grants, etc., received (attach schedule) if lhe Inundation is not regured to attach Sch. B and temporary cash investments interest from securities or (loss) 960,285 360,265 460,721 • ' Itta Net gain or (loss) from sale of assets not on Me 10 b Gress sales price for all assets on line 6a 2 031 685 • . • • • 460,721 7 Capital gain net income (from Part 8 Net short-term capital gain 9 Income modifications 10a Gross sales less returns and allowances IV, tine 2) , . b Less: Cost of goods sold I .. 3 • . e Gross profit or (loss) (attach schedule) 11 Other income (attach schedule) 12 Total. Add lines 1 through 11 51,609 51,609 872,595 872,595 Operating and Administrative Expenses 13 Compensation of officers, directors, trustees etc 14 Other employee salaries and wages 15 Pension plans, employee benefits 16a Legal fees (attach schedule) b Accounting fees (attach schedule) e Other professional fees (attach schedule) 17 Interest 18 Taxes (attach schedule) (see page 14 of the Instructions) 19 Depreciation (attach schedule) and depletion 20 Occupancy 21 Travel, conferences, and meetinga 22 Printing and publications 23 Other expenses (attach schedule) 24 Total operating and administrative expenses. Add lines 13 through 23 25 Contributions, gifts, grants paid 28 Total expenses and disbursements. Add lines 24 and 25 9,123 248,758 126,258 122,500 30,000 R COVED 4,098 .r..; U) 4,098 JA 19 20n7 4,064 ; „• , rt 4,064 296,043 — 130,662 Q nFN UT . 1,126,133 1,125,133 1,421,176 126,268 1,255,795 27 Subtract line 26 from line 12: a Excess of revenue over expenses and disbursements b Net Investment Income (if negative, enter -0-) c Adjusted net Income (if negative, enter -0-) . (548,581) 746,337 For Privacy Act and Paponvork Reduction Act Notice, see the Instructions. Cot No. 11219X Form 990-PF Roos) EFTA00224398

FAT, 995-Pr f2005) Eassgavvng of year End of year Part Attached schedvks and a-neents in the description cdumn II Balance Sheets shout be to end-olleu amounts only (See Instructions ) Book vs, Bcok View (0) Foe Market Vous (a) 0) 12 1 Cash—non-Interest-bearing 2 Savings and temporary cash investments 6,336,208 4,112,138 4,112,138 3 Accounts receivable Po. 2 Less: allowance for doubtful accounts 19 4 Pledges receivable 19 i Less: allowance for doubtful accounts 1), 6 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see page 15 of the instructions) 7 Other notes and loans receivable (attach schedule) to Less. allowance for doubtful accounts 19 8 Inventories for sale or use 9 Prepaid expenses and deferred charges 10a Investments—U S and slate government obligations (attach schedule) b Investments—corporate stock (attach schedule) a Investments—corporate bonds (attach schedule) . . 11 Investments—land, buildings, and equipment basis 9 Less accumulated depredation (attach schedule) 19 12 Investments—mortgage loans . . . . . . . . . 13 Investments—other (attach schedule). St. 4 14 Land, buildings, and equipment basis 19 Less. accumulated depreciation (attach schedule) P 15 Other assets (describe 19 } 18 Total assets (to be completed by all filers—see page 16 of the instructions. Also, see page 1, Item I) I 6,000 _1 13,744,696 15,458,186 17,750,902 • • —i 32,000 20,111904 19,570,322 21,883,038 te m it ll :I 17 Accounts payable and accrued expenses 18 Grants payable 19 Deterred revenue 20 Loans from officers, directors, trustees, and other disqualified persons 21 Mortgages and other notes payable (attach schedule) . 22 Other liabilities (describe lk ) 23 Total liabilities (add lines 17 through 22) ... A e A . . Net Assets or Fund Balances Organizations that follow SFAS 117, chock here 9 0 and complete lines 24 through 28 and lines 30 and 31. 24 Unrestricted 25 Temporanly restricted 28 Permanently restricted Organizations that do not follow SFAS 117, check here 9 • . , . . and complete lines 27 through 31. 27 Capital stock, trust principal, or current funds 28 Paid-in or capital surplus, or land, bldg., and equipment fund 29 Retained earnings, accumulated income, endowment, or other funds 30 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) 20,118,904 19,570,322 20,118,904 19,574,322 20,118,904 19,570,322 shoe 2 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), ins 30 (must agree with end-of-year figure reported on prior year's return). 1 20,118,904 2 (548,581) 2 Enter amount from Part I, line 27a 3 3 Other increases not included in line 2 (Itemize) 19 4 19,570,323 4 Add lines 1, 2, and 3 6 (1) 5 Decreases not Included in One 2 eternize) 19 Rounding 8 19,570 322 8 Total net assets or fund balances at end of year One 4 minus line 5) -Part II, colurm (b), Itne 30. . Form 9130-PF aroce EFTA00224399

Form 990-PF (2005) Part IV IOW and descabe the kaid(s) of property sold Mg. real estate, 2.slory bra warehouse. Or canon stoat. NO she MLC Co) (b) How &Awed P--Purchase D—Donalion Data a ea M. cqui Imo. day. yr) (4 Date sold Imo. (talcs!) 1e 39,800 New Century Financial Corp. P 6/10/03 716/05 b From K-1 cs d it (e) Gross sehts mica Depreciabon allowed (I) (or &Taxable) (00 Cost or other basis plus expense of sale or ra,:r0,4:1 9) a 2,031685 2,048,247 (16,562) b 477,283 c d a Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 0) Gans (Col 06 gen minus Ih../.. 0) or col (k), but not Losses from less col ( 01)) 0) F as ol 12/31/69 0) Adjusted bests as ol 1241/69 (k) Excess ol col 0j ova col 9, if any a b c d e II al ain so enter In In Pert I line 7 } 2 Capital gain net income or (net capital loss) / If (l g ss o ,), enter -0- Part I, line 7 3 Net short-term capital gain or (loss) as defined In sections 1222(5) and (0): II gain, also enter In Part I, line 8, column (c) (see pages 19 and 17 of the instructions). I If (loss), enter -0- in Part l; line 8 2 460,721 3 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(0(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? CI Yes VI No II -Yes." the organization does not qualify under section 4940(0). Do not complete this part Page 3 Capital Gains and Losses for Tax on Investment Income 1 Enter the appropriate amount In oath column for each year; see page 18 of the instructions before making any entries. (0) Base penod yearn Candor year (cc tax year beginning tn) (b) AOSUSIOO qualeyng disthbulions (c) Net value of nonchanlatkaiuse assets (4 Dratributco mho (col lb) divided by col (a)) 2004 936,665 20,159,106 0.046463 2003 1,041,580 12,227,806 0.085179 2002 1,243,916 12,221,528 0.101944 2001 902,103 7,498,097 0.120310 2000 183,255 208,595 0.878521 2 Total of line 1, column (d) 2 1.232417 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 then 5 years 3 0.216483 4 Enter the net value of nonchantablebse assets for 2005 from Part X, line 5 4 22,630,448 6 Multiply line 4 by line 3 6 5,578,021 6 Enter 1% of net investment income (1% of Part I, line 27b) 6 7,463 7 Add lines 5 and 6 7 5,585,484 8 Enter aualihnna distnbutions from Part XII. line 4 8 1,255,795 II 8 is equal to or greater than line 7, check the box in Part VI, line lb, and complete the part using a 1% tax rate. See the Part VI Instructions on page 18. Form 990-PF Room EFTA00224400

Form 990.PF (20051 Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see ogle 18 of the instructions) la Exempt operating foundations described in section 4940(d)(2), check here le • and Date of ruling letter: (attach copy of ruling letter if necessary b Domestic organizations that meet the section 4940(o) requirements here P LI and enter 1% of Part i, line 27b c All other domestic organizations enter 2% of one 27b Exempt foreign organizations enter 2 Tax wider section 511 (domestic section 4947(3)(1) trusts and taxable foundations 3 Add lines 1 and 2 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations 5 Tax based on investment Income. Subtract One 4 from One 3. If zero 6 Credits/Payments: a 2005 estimated tax payments and 2004 overpayment credited to 2005 enter 4% only. or less, ea "N/A' on line 1. —see Instructions) in Part I check of Part I, line 12. col Others enter -01 only. Others enter 49 enter -0- 9,007 (b) • 1 14,927 2 3 14,927 4 6 14,927 I b Exempt foreign organizations—tax withheld at source 6b c Tax paid with application for extension of time to file (Form 8868) 60 25,007 d Backup withholding erroneously withheld 6d 34,007 • 7 Total credits and payments. Add lines 6a through 8d 8 Enter any penalty for underpayment of estimated tax. Check here 0 if Form 2220 Is attached 9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed lo 10 Overpayment. if line 7 is more than the total of lines 5 and 8, enter the amount overpaid. . IP 11 Enter the amount of line 10 to be: Credited to 2006 estimated tax P 19,0801 Refunded Pi 7 • 9 10 19,080 11 Page 4 Part VII-A 1a 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 Dld it 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 is 'Yes" to Is or lb, attach a detailed description of the activities and copies of any materials published or distributed by the organization in connection with the activities. c Did the organization file Form 1120-POL for this year? d Enter the amount Of any) of tax on political expenditures (section 4955) imposed during the year: (1) On the organization. fe $ (2) On organization managers. 14 $ e Enter the reimbursement (if any) paid by the organization during the year for political expenditure tax imposed on organization managers. 14 $ 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 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 "Yes," attach a conformed copy of the changes 4a Did the organization have unrelated business gross income of $1,000 or more during the year? b If "Yes," has it filed a tax return on Form 990-T for this year? 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? If "Yes," attach the statement required by General Instruction T 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either: • By language in the governing instrument, or • By state legislation that effectively amends the governing Instrument so that no mandatory directions that conflict with the state law remain In the governing Instrument? 7 Did the organization have al least $5,000 in assets at any time during the year? Ii 'Yes,' complete Part a, col (c), and Part XV 8a Enter the states to which the foundation reports or with which it is registered (see page 18 of the instructions) fe.t(0W.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 GT If "No," attach explanation 9 Is the organization claiming status as a private operating foundation within the meaning of section 49420)(3) or 4942Q)(5) for calendar year 2005 or the taxable year beginning m 2005 (see instructions for Part XIV on page 26)? If "Yes," complete Part XIV 10 Did any persons become substantial contnbulorsdunng the tax yeelll 'Yes,"attach a schedule tang their names and addresses. 11 Did the organization comply with the public inspection requirements for its annual returns end exemption application? Web site address 14 12 The books are in care of P Associates Telephone no. IP Located at Po 110 East 59th Streets New York NY ZIP+4 ► 13 Section 4947(a)(1) nonexempt charitable trysts filing Form 990-PF h lee of Form 1041—Check here 0. 0 and enter the amount of tax-exempt interest received or accrued during the year . . . . ► 1 13 Statements Regarding Activities Yes No Is lb to 2 $ 4a 4b 5   7  8b  9 10 11  „t Form 990-PF agog EFTA00224401

Fern, seo-PF mai) In4151 Statements Regarding Activities for Which Form 4720 May Be Required Pep a File Form 4720 if any Item is checked In the "Yes" column, unless an exception applies. le During the year did the organization (either directly or indirectly): (1) Engage in the sale or exchange, or leasing of property with a disqualified person? K Yes El No (2) Borrow monoy from, lend money to, or otherwise extend credit to (or accept It from) a disqualified person? K Ycs cu No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? K Yea 0 No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? K Yes 0 No (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? K Yes 2) No (8) 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 ) K Yes 21 No b If any answer Is 'Yee to 18(1)4), did any of the acts fall to qualify under the exceptions described In Regulations section 63.4941(d)-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 ► K c Did 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 tax year beginning in 2005? 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 49420(5)): a At the end of tax year 2005, did the organization have any undistributed Income (lines 6d and 6e, Part XIII) for tax year(s) beginning before 2005? K Yes 0 No If 'Yes," list the years ► 20. , 20 , 20 , 20 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 year's undistnbuted income? (if applying section 4942(a)(2) to all years listed, answer "No" and attach statement—see page 20 of the Instructions.) c If the provisions of section 4942(a)(2) are being applied to any of the years listed In 2a, Hat the yews here. ► 20 .... , 20 .... , 20 . , 20 3a Did the organization hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? K Yes 0 No b if "Yes,' did it have excess business holdings in 2005 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 C, Form 4720, to determine it the organization had excess business holdings In 2005) 4a 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 chartable purpose that had not been removed from Jeopardy before the first day of the tax year beginning in 2005? 5a 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))? K Yes 0 No (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? K Yes No (3) Provide a grant to an individual for travel, study, or other similar purposes?. . K Yes 0 No (4) Provide a grant to an organization other than a charitable, etc., organization descnbed in section 509(a)(1), (2), or (3), or section 4940(d)(2)? K Yes 0 No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or anmals? . K Yes 0 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 (sec page 20 of the Instructions)? Organizations relying on a current notice regarding disaster assistance check here Ow c It the answer is "Yes" to question 5a(4), does the organization claim exemption from the tax because it maintained expenditure responsibility for the grant? K Yea K No If "Yes," attach the statement required by Regulations section 53.4945-5(d). fla Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? K Yes 0 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. Yee No lb 1c 2b 3b 4a 4b _J  5b 8b  Tom 990-PF (2005) EFTA00224402

Form 890-FF (2005) Page 6 Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 List all officers, directors, trustees, foundation managers and their compensation (see page 21 of the instructions). (a) Nemo end eddies; (b) Tee, and average ham per week devoted to paid= pi) Compensation not paid, enter -0-) (dl Contributions to employee baneful plans end deferred compensation (el Expense account. other allowances Jeffrey E. Epstein 6100 Red Hook Qtrs, St. Thomas, USVI Pres-Director One hour 0 0 0 Darren K Indike 457 Madison Ave., New York, NY Vice Pres/0lr. Ono hour 0 0 0 Ghisialne Maxwell can.' Associates Treasurer Ona hour 0 0 0 110 East 59th Street,. New York, NY 2 Compensation of five highest-paid employees (other than those Included on fine 1—see page 21 of the instructions). if none, enter "NONE." (a) Name and address of each employee paid more than $50,000 lel Title and average hours per wink devoted to position (c) Compensation (d) Contributions to employee benefit glans end <Warred compensation • (t) (sponse account, otraar allowance; None Total number of other employees paid over $50.000 0 3. Five highest-paid Independent contractors for professional services—(tee page 21 of the instructions). If none, enter "NONE." U) Nam and address of each parson PIS more that 55%000 (b) Type of seam (c) Compensation .I.(yle Godfrey 200 West 54th St., New York, NY 10019 Consulting 12,500 Seth Lloyd 18 Weston Road, Wellesley, MA 02462 Consulting 100,000 May Huang 1 Brants Square, Cambridge, MA 02138 Consulting 10,000 Total number of others receiving over $50,000 for professional services Part IX-A Summary of Direct Charitable Activities ►1 0 List the bundstion's lour Largest direct charitable actmbes durng the tax year include relevant stinalacal information ouch aa the leather of organizations and other beneficiaries owed, codes ince, convened, research papas produced. MO. Expanse . 2 3 4 Fenn 990-PF cos EFTA00224403

Form 090•PF (2005) Part IX-B Describe the two tamest program-related investments made by the foundation dunng the lac year on lines I and 2 Amount 1 2 fra dee progrenertheed investmeats Bee Page 22 cd the estniebona 3 Total. Add lines 1 through 3 lo aaa• 7 Summary of Program-Related investments (see page 22 of the instructions 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 1 a, b, and c) co Reduction claimed for blockage or other factors reported on lines la and 1c (attach detailed explanation) 11e 2 Acquisition indebtedness applicable to line 1 assets 3 Subtract line 2 from line 1d 4 Cash deemed held for charitable activities. Enter 11/4% of line 3 (for greater amount, see page 23 of the instructions) . . . . . . . . . . . . . . . . . . . . . . . 6 Net value of noncharitable-use assets. Subtract line 4 from lie 3. Enter here and on Part, line 4 6 Minimum Investment return. Enter 5% of line 5 Part XI to lb 1c Id 5,224,172 17,750,902 22,975,074 2 3 22 975 074 4 5 e 344,626 22,630,448 1,131,522 Distributable Amount (see page 23 of the Instructions) (Section 4942(PA3) and 0(5) private operating foundations and certain foreign organizations check here le O and do not complete this part 1 Minimum Investment return from Part X, line 6 1 1,131,522 2a Tax on Investment Income for 2005 from Part VI, line 5 I 2a 14,927 b Income tax for 2005. (This does not include the tax from Part VI) 2b c Add Imes 2a and 2b 3 Distributable amount before adjustments. Subtract line 2c from line 1 4 Recovenes of amounts treated as qualifying distributions 5 Add lines 3 and 4 8 Deduction from distnbulabte amount (see page 24 of the Instructions) 7 Distributable amount as adjusted. Subtract line 6 from Me 6. Enter here and on Part XIII, line 1 2c 3 4 5 6 14,927 1,116,585 1,116,595 7 1,118,595 Part XII Qualifying Distributions (see page 24 of the Instructions) 1 Amounts paid (including administrative expenses) to accompbsh charitable, etc., purposes: a Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 b Program-related Investments—total from Part IX-B 2 Amounts paid to acquire assets used (or held for use) directly in carrying out 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 Part', line 8, and Part XIII, lone 4 4 1,266,795 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) 6 Adjusted qualifying distributions. Subtract line 5 from line 4 Note: The amount on line 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. Firm 990-PF (2005) la lb 1,255,795 2 3a 3b 5 6 1,255 795 EFTA00224404

Form 990PF (2005) Pees 8 Part XIII Undistributed Income (see page 24 of the instructions) 1 Distributable amount for 2005 line 7 2 Undistnbuted Income, II any, as of a Enter amount for 2004 only b Total for poor years: 20_____ 20_,20_ from Part Xi CO Corpus 04 Vows prior lo 2004 (c) 2004 Pr/ 2005 1416,095 the end of 2004: 0 0 3 Excess distributions carryover if any, to 2005: a From 2000 ' 172,914 • b From 2001 794,417 c From 2002 638,745 d Fran 2003 432,491 e From 2004 I Total of lines 3a through e 2,038,567 4 Qualifying distributions for 2005 from Part XII, lino 4: to $ 1.255.795 a Applied to 2004, but not more than line 2a 0 b Applied to undistributed income of prior years (Election required—see page 25 of the instructions) 0 e Treated as distributions out of corpus (Election required—see page 25 of the instructions) 0 d Applied to 2005 distributable amount 1,110,595 e Remaining amount distributed out of corpus 139,200 5 Excess dlstnbutlons carryover applied to 2005 0 0 (If an amount appears In column (d), the . same amount must be shown in column (a).) ••• - i r . . 0 Enter the net total of each column as indicated below: '' • A • a Corpus. Add lines 31, 4c, and 4e. Subtract line 5 2,177,767 , — ,, b Prior years' undistributed Income. Subtract line Ob from line 2b c 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 aosiwied 0 d Subtract line 6c from line 6b. Taxable amount—see page 25 of the Instructions . e Undistributed Income for 2004. Subtract line • • 4a from line 2a. Taxable amount—see page 25 of the Instructions • . 0 I Undistnbuted income for 2005. Subtract . • I lines 4d and 5 from line 1. This amount must be distributed in 2008 ' . 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 2000 not applied on line 5 or line 7 (see page 25 of the Instructions) 172,914 9 Excess distributions carryover to 2006. Subtract lines 7 and B from line 6a . 2,004,853 10 Analysis of line 9: a Excess from 2001 794,417 b Excess from 2002 638,745 e Excess from 2003 , . d Excess from 2004 „ e Excess from 2005 . . 432,491 139,200 Form 990-PF 120051 EFTA00224405

Fenn 990-nr (2005) Part XIV 1a b 2a b c d 3 a la o If the foundation has received a ruling foundation, and the ruling Is effective Check box to indicate whether the orgenaation Enter the lesser of the adjusted net or determination letter that it is a private operating for 2005, enter the date of the ruling . . . . lie is a private opera foundation described in section 0 4842(613) or 0 49429)(5) Of vow Tax year Pnor 3 years income from Pan I or the minimum Investment return from Part X for each year listed 85% of line 2a 0uakir% distributions from Part XII, line 4 for each year listed Amounts included in Me 2c not used directly for active conduct of exempt activities auablying distributions made directly br active conduct of exempt activities Subtract line 2d from line 2c Complete 3a, b, or c for the alternative test relied upon: "Assets" alternative test—enter: (1) Value of all assets (2) Value of assets qualifying under section 49420X3)(8)(;) ¶ndoement` alternative teat—enter % of MAIMUM mestment return shown in Part X, Ine 6 for each year listed 'Support" alternative test—enter: (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)156, or royalties) (2) Supped from general public and 5 or more exempt organizations as provided In section 49426)(3)03)(w) (3) Largest amount of support from an exempt organization (4) Gross investment income ittaxe (0) 2004 (0)200.3 (0) 2002 Part XV Page 9 Private Operating Foundations (see page 26 of the Instructions and Part VII-A, question 9) Supplementary Information (Complete his part only if the organization had $5,000 or more In assets at any time during the year-see page 26 of the Instructions.) 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 tax year (but only if they have contnbuted more than $5,000). (See section 507(d)(2).) Jeffrey E. Epstein b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest. 2 information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here Ile El If the organization only makes contnbutions to preselected charitable organizations and does not accept unsolicited requests for funds. If the organization makes gifts, grants, etc. (see page 26 of the instructions) to Individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number of the person to whom applications should be addressed: b The form In which applications should be submitted and Information and materials they should Include: c Any submission deadlines: d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors: Pam 990-PF Rove EFTA00224406

Farm 990-PE (2005) Part XV 3 Grants and Contributions Paid During the Year or Approved for Future Payment Recipient 11 =Pont la an 01dr"alaa& snow arry rolatiortsnip to any foundation manager cg substantial contnbutor Foundation status 04 rampant Purpose of grant or contribution Amount Name and address (home or business) a Pwd during the year Statement 5 • Total P 3a 1,125,133 b Approved for future payment Total P 3b 0 Pago 10 Supplementary Information (continue Fowl 900-PF (2026) EFTA00224407

Form elm-PE (20051 Part XVI-A Enter gross amounts unless otherwise indicated. Unrelated baseness Income Excluded by section 512, 513, or 514 (el Related or exempt luidicri intone (See page 2601 the instiuctloas) 1 Program service revenue: a la) Business code (b) Amount (c) Exclusion code fel Amount b c d e f g Fees and contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 4 Dividends and interest from secuntios 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 property 7 Other Investment Income 8 Gain or (loss) from sales of assets other than inventory 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory . 11 Other revenue: a From partnerships 14 360,265 I . 18 480,721 14 51,809 b c d e 12 Subtotal. Add columns lb). fdl. and fel • 872,595 13 Total. Add line 12, columns (b), (d), and (e) 13 See worksheet In line 13 Instructions on page 27 to verify calculations.) Relationship of Activities to the Accomplishment of Exempt Purposes Una No. Explain below how each activity for which income is reported mcolumn (e) of Part XVI-A contributed importantly to V the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes). (See page 27 of the Instructions.) Page 11 Analysis of Income-Producing Activities 872,595 NIA Form 99O-PF poos) EFTA00224408

Fenn 990-PF NO05) Part XVII Pape 12 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Old the organization directly or Indirectly engage in any of the following with any other organization described in section Yes I No . 501(c) ol the Code (other than section 501(c)(3) organizations) or in section 627, relating to political organizations? It a Transfers from the reporting organization to a noncharitable exempt organization of: (1) Cash tail) (2) Other assets 1a(21 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) Loans or loan guarantees (8) Performance of services or membership 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 following schedule. Column (o) 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 sharing arrangement, show In column (d) the value of the goods, other assets, or services received. lb(t) 11421 11)(3) 11(4) 1$15) 1i)(61   1c lof Line no (6) Amount involved M Name of nonchantable exempt orgenaabon (0) Damnpbon of translate, transactions, and shamg anangements 2a is the organization dl ectly 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(c)(3)) or in section 527? 0 Yes ID No b If "Yes," com late the following schedule. (a) Name of °remember', (6) Typo or organalthm (c) Descnphon of relationShIP ------ Sign Here Under proems of poen I d hell). ox e return, ncluding accompanying schedules and eloternente, and to the best of my knowledge and belief, e rs IAN, correct, ompl e of at (other than taxpere or ()Outlaw) a bend on Si informetron ol whet plower has any N1026000 I il ia/al n tesitlaufri -- siunabn of veer or Iry le ea. lie' o s , , Preparees ( 4 P er•-'" ---t-- tf signature Date 4 i Di Check " __. set employed e U Preparer's SSN or KIN (See Signature on page 26 or the 'encyclical a = Finn's ran li ll Associates Eau b 13;2842281 sallimpIoyird), address. and ZIP code 110 East 59th Street, New York NY 10022 Phone no ( ) Form 990-PF P0051 EFTA00224409

THE C.O.U.Q. FOUNDATION INC. 13-3996471 FORM 990-PF Y/E 2/28/06 STATEMENT 5 PART I, LINE 25 AND PART XV CONTRIBUTIONS PAID Pate Name Amount Purpose 3/3/2005 Friends of Israel Defense Forces 25,000 Unrestricted 3/3/2005 92nd Street Pillar Project 10,000 Unrestricted 4/19/2005 Edge Foundation, Inc. 50,000 Unrestricted 5/6/2005 Stockholm School of Economics 25,000 Unrestricted 5/12/2005 Palm Beach Academy 10,000 Unrestricted 5/12/2005 WNBT 13 100,000 Unrestricted 5/25/2005 Harvard University 10,000 Unrestricted 5/26/2005 Columbia Universitiy 25,000 Scholarship 6/20/2005 Edge Foundation, Inc. 150,000 Unrestricted 6/21/2005 The Jewish National Fund 15,000 Unrestricted 6/22/2005 Institute of International Education 35,000 Unrestricted 7/15/2005 Hillel Foundation 50,000 Unrestricted 7/21/2005 Sundry Charitable Organizations 1,158 Unrestricted 8/3/2005 Ballet Florida 10,000 Unrestricted 8/11/2005 Gergias Southern University 5,000 Scholarship 8/16/2005 Columbia Universitiy 58,600 Scholarship 8/19/2005 Freestate Soccer Alliance 25,000 Unrestricted 8/23/2005 Harvard University 100,000 Unrestricted 9/6/2005 Santa Fe Institute 100,000 Unrestricted 9/7/2005 Kingsboro Community College 2,500 Scholarship 9/7/2005 City College 27,875 Scholarship 9/12/2005 Fashion For Relief 10,000 Unrestricted 9/22/2005 The Alliance for Lupus Research 10,000 Unrestricted 10/20/2005 Academy of Achievement 50,000 Unrestricted 10/20/2005 National Council of Jewish Women 5,000 Unrestricted 11/18/2005 Columbia Universitiy 10,000 Unrestricted 11/28/2005 Ballet Florida 15,000 Unrestricted 12/6/2005 Columbia Universitiy 50,000 Unrestricted 1/18/2006 New Jersey Firebirds Baseball 15,000 Unrestricted 1/18/2006 Bay Point School 100,000 Unrestricted 1/25/2006 Intrepid Fallen Heroes Fund 25,000 1,125,133 EFTA00224410

THE C.O.U.Q. FOUNDATION, INC. 13-3996471 FORM 990-PF - Y/E 2/28/06 STATEMENT 1 Part I, Line 11 Other Income Second City Capital Partners 1, LP K-1 Entity 51,609 STATEMENT 2 Part I, Linc 16(c) Other Professional Fce Consulting Second City Capital Partners I, L.P. K-1 Entity 122,500 126,258 Total 248,758 ========= EFTA00224411

THE C.O.U.Q. FOUNDATION, INC. 13-3996471 FORM 990-PF - WE 2/28/06 STATEMENT 3 Part I, Line 23 Other Expenses Bank Charges 21 Second City Capital Partners L.P. K-I entity 2,901 Filing Fees 1,004 Other 138 Total 4,064 EFTA00224412

THE C.O.U.Q. FOUNDATION, INC. EIN 13-3996471 FORM 990-PF - VIE 2/28/06 STATEMENT 4 Part II, Line 13 Other Investments Bear Steams Asset Backed Book Value Fair Market Value Securities Partners LP 10,289,911 12,569,336 Second City Capital Partners I, LP 5,168,275 5,181,566 15,458,186 17,750,902 EFTA00224413

. — OFFICE COPY Form ISM (nee 12.2004) an 2 • If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II and check this box . . le I0 Note. Only complete Pan II it you have already been granted an automatic 3-month extension on a previously lied Form 8868. • II you are filing for an Automatic 3-Month Extension, complete only Part I (on page 1). Additional (not automatic) 3-Month Extension of Time-Must File Original and One Copy. Type or Name of Exempt Organization Employer Identification number print THE C.O.U.Q. FOUNDATION 13 i 3996471 Rio by the Number street, and room or suite no. If a P.O. box, see instruchons. For IRS use only extended a ASSOCIATES, 110 EAST 59TH STREET duo date for filing the return See instructions. NEW YORK, NY 10022 Check type of return to be filed (File a separate application for each return): O Form 990 O Form 990-BL O Form 990-EZ • Form 990-PF STOP: Do not complete Part II If you were not already granted an automatic 3-month extension on a previously flied Form 8868. • The books are In the is ) of * HARRY BELLER Telephone No. * (.NM 750-9895 FAX No. * (..ill ) 750-2409 • If the organization does not have an office or place of business in the United States, check this box . . . le O • If this Is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) If this is for the whole group, check this box * O. If It is for part of the group, check this box le O and attach a list with the names and EINs of all members the extension is for. 4 I request an additional 3-month extension of time until JANUARY 15 20 05 , and ending , 20 07 5 For calendar year , or other tax year begin:we MARCH 1 FEBRUARY 28 20 06 6 If this tax year is for less than 12 months, check reason: O Initial return O Final return O Change in accounting period 7 State in detail why you need the extension CERTAIN INFORMATION NECESSARY FOR THE PROPER COMPLETION OF THE RETURN IS NOT YET AVAILABLE. City, town or pest office, state, and ZIP code. For a lorinn address, sea instructions. K Form 990.7 (sec. 401(a) or 408(a) trust) O Form 990-1 (trust other than above) O Form 1041-A O Form 4720 O Form 5227 K Form 6069 O Form 8870 8a If this application is for Form 990-BL, 990-PF, 99D-7, 4720, or 6069, enter the tentative tax, less any nonrefundable credits. See Instructions . . . . . . . . . . . . . . . b If this application Is for Form 990-PF, 990-1, 4720, or 6069, enter any refundable credits arid 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 84 from line 8a. Include your payment with this form, or, If requited, deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions. $ 0 Signature and Verification Under ponaibes of penury, 'declare that I have examned this kern, including accompanying schedules and staloments, and to the best of my kerwiliedge and ballet e is INO. cutout, end ownpreter. and that I am authorized to prepare the form Signature h /5/-`- Tele h Data la /04 1/6 /i le Notice to Applicant—To Be Completed by the IRS O We have approved this application. Please attach this form to the organization's return. K 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 duo date of the organization's return (including any prior extensions). This grace paned is considered to be a valid extension of time for elections otherwise required to be made on a timely return. Please attach this form to the organization's return. K We have not approved this application. After considering the reasons stated in dem 7, wo cannot grant your request for an extension of time to hie. We are not granting a 10-day grace period. O we cannot consider this application because it was feed after the extended due date of the rotten for which an extension was requested K Other 37,767 37,787 By. Proctor Oats Alternate Mailing Address - Enter the address If you want the copy of this application for en additional 3-month extension returned to an address different than the one entered above. Typo or print ASSOCIATES Number and street 5nelude suite, room, or apt. no.) or a P.O. box number 110 EAST 59TH STREET City or town, province or date, end country (including postal or ZIP code) NEW YORK, NY 10022 Form 8868 alev 12-2004) EFTA00224414

OFFICE COPY Far. 8868 (Rev. December 2001) Department of the Treasury 'memo Revenue Service • 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) Do not complete Part II unless you have already been granted an automatic 3-month extension on a previously filed Form 8868. Automatic 3-Month Extension of Time—Only submit original (no copies needed) Application for Extension of Time To File an Exempt Organization Return * File a separate application for each return. OMS No 1545.1709 Part I Form 9904 corporations requesting an automatic 6-month extension-check this box and complete Part I only . . PP. 0 All other corporations (Including Form 990-C filers) must use Form 7004 to request an extension of time to file income tax returns. Partnerships, REMICs, and trusts must use Form 8736 to request an extension of time fo file Form 1065, 1066, or 1041. Electronic Filing (e-file). Form 8888 can be flied electronically if you want a 3-month automatic extension of time to file one of the returns noted below (8 months for corporate Form 990-T filers). However, you cannot file it electronically if you want the additional (not automatic) 3-month extension, instead you must submit the fully completed signed page 2 (Part II) of Form 8868. For more details on the electronic filing of this form, visit www.IrsgovIelfie. Type or print File by the due date for tang your return. See Instruction,. Name of Exempt Organization The C.O.D.O. Foundation Number skeet and room or suite no. If a P.O. box, see instructions. Associates, 110 East 59th Street City, town or post offico, slate. and ZIP code. For a foreign address. see instructions. New York, NY 10022 Employer Identification number 13 3998471 Check type of return to be tiled (file a separate application for each return): O Form 990 0 Form 990-T (corporation) O Form 990-BL 0 Form 990-T (sec. 401(a) or 408(a) trust) El Form 99042 0 Form 9904 (trust other than above) V1 Form 990-PF 0 Form 1041-A • Form 4720 O Form 5227 O Form 6069 O Form 8870 • The books are In the care of ► Berri Beller Telephone No. Iv- (..t ) 750-9895 FAX No. 0. l . ) 750.2408 • If the organization does not have an office or place of business in the United States, check this box 0 0 • If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) II this is for the whole group, check this box 0.0 . If it is for part of the group, check this box 0 0 and attach a list with the names and EiNs of all members the extension will cover. 1 I request an automatic 3-month (6-months for a Form 9904 corporation) extension of time until , 20 Pc, October 15 to file the exempt organization return for the organization named above. The extension is for the organization's return for: O. 0 calendar year 20... or 0- ca tax year beginning March 1 20 9, and ending , 2008. February 2 if this tax year Is for less than 12 months, check reason: 0 Initial return 0 Final return 0 Change in accounting period 3a if this application is for Form 990-BL, 990-PF, 9904, 4720, or 6069, enter the tentative tax, less any nonrefundable credits. See instructions b II this application is for Form 990-PF or 990-T, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit c Balance Due. Subtract line 3b from One 3a. Include your payment with this form, or, if required, deposit with ETD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions 25,000 Caution. If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-E0 and Form 8879-EO for payment instructions. For Privacy Act and Paperwork Reduction Act Notice, see Instructions. Cat No. 279160 Form 8868 (Rev ¶2.2004) $ 37,767 12,767 EFTA00224415

Form 990-PF EXTENSION ATTACHED Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation Dtpartmem al the Teener/ friend Revenue sen,a Note: The foundation may be able to use a copy of this return to satisfy state reporting movements. OMB No 1545.0052 2006 For calendar year 2006, or tax year beginning March 1 , 2006, and ending February 28 El Check all that apply: O Initial return O Final return O Amended return O Address change n Name change Use the IRS label. Name or foundation The C.O.U.Q. Foundation A Employer Identlflcabon number 13 i 3996471 Otherwise, print or type. Number and street for P 0 box number a mail is not delNered to street address) c/o Associates, 110 East 59th St. Il• RoomMune B Telephone number (see page 11 of the instructions) ( ) See Specific Instructions. OW or town, stale. and ZIP code New York, NY 10022 C II exemption appacatron is pending, chock here * CI 0 1. Foreign organizations, check hero . . le EI H • Check type of organization: I71 Section 501(0(3) exempt private foundation Section 4947(a)(1) nonexempt charitable trust O Other taxable private foundation 2. Foreign organizations meeting the 8596 test, , check hare and attach computation • * u I Fair market value of all assets at end of year (from Pad If, cot (c), line 16) lo $ 22,832,814 J Accounting method: (Z) Cash O Acaual O Other (specify) part I, column (o) must be on cash basis) E It private foundation statue was terminated under section 507(b)(1)(A), check here . * F II the loundatoon is in a 60-month Wrmination under section S07(b)(1)(B), check hese . le _ M , Li Part I Analysis of Revenue and Expenses (The tow of amounts in catanns CV, (c), end (d1 may no! necessarily equal the amounts rn column (a) (see page f l or the instructions)) (a) Revenue and expenses per books ON Net Inv stment income (c) Adlusted net income (d)Dieburaamenb for chartable purposes (cash bases oft) Revenue 1 Contnbutions, gifts grants, etc., received (attach schedule) .: • i • 2 Check Ile. 0 if the foundation is not required to attach Sch. 9 .4 . ' A 3 Interest on savings and temporary cash investments •• .1, . 1 ei }I 4 Dividends and Interest from securities 414,846 414,646 5a Gross rents • ' • '1• b Not rental Income or (loss) s • r. . w - 4 . E ! 4 : • . ' t ..:I . Oa Not gain or (loss) from sale of assets not on Nne 10 (52,333) • 4? •• b Gross saies price for all assets on bne 6a 0 ; Cr' • ii 4##.1A4/„. . :it.! •?..it fi: ' tit ''' ••I 7 Capital gain net income (from Part IV, line 2) 0 1,11 ?i.t' 8 Net short-term capital gain ! 1 ("; , t ,. , 9 Income modifications ..• - ! li ! - . ."... t ' " 't t . 10a Gloss sales less returns and allowances I ' • ' " - `• 9-) Ur ' er • • , •• k * . a 9 b Less: Cost of goods sold I : t' k ? . t . • .. • • : . ► 4.1Z7 ' c Gross profit or (loss) (attach schedule) t 11 Other Income (attach schedule) St 1 284,466 94,468 I .. • p j 12 Total. Add lines 1 through 11 . . . . . . . 648,761 509,114 . .....• • I z -- _j 0 in e co 0 A 6 ..-1. olg 02119 --V_, gil. iil I 13 Compensation of officers, directors, trustees, etc. 14 Other employee salaries and wages 15 Pension plans, employee benefits 16a Legal fees (attach schedule) b Accounting fees (attach schedule) c OthittbeENEDss attach schedule) • 2 170,000 120,000 50,000 17 I .•st 18 es (attach scheaa) (s ge 14 of the Instructions) 25,000 ."- eprIECoS agaf s le) and depletion 2C ac 21 TratgG m setings tiettatlithd __, 23 Other Other expenses (attach schedule) St 3 591.636 590,633 1,003 24 Total operating and administrative expenses Add lines 13 through 23 786,636 710,633 51,003 25 Contributions, gifts, grants paid 1,186,000 1,186,000 26 Total expenses and disbursements. Add lines 24 and 25 1,972,636 710,633 1,237,003 27 Subtract line 26 from line 12: a Excess of revenue over expenses and disbursements — (1,925,855) b Net investment Income (if negative, enter -0-) 0 c Adjusted not income (11 negative, enter -0-) . . , 20 07 For Privacy Act and Paperwork Reduction Act Notice, see the Instructions. cat. No, 11289X Form 990-PF (2C06) EFTA00224416

Form 990-PF ROOM Beginning End of Attached schedUes and amounts in Ine descripton column of year year Part II Balance Sheets Medd be la endohytai amounts only (See nstructims) (a) Book Value {b) Book Value (c) Fair Market Value 1 Cash—non-interest-bearing 2 Savings and temporary cash investments 4,112,136 4,817,748 4,817,748 3 Accounts receivable le• Less: allowance for doubtful accounts P• — . _ _ . _. — _ 4 Pledges receivable Pi. Less: allowance for doubtful accounts le• 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see page 16 of the Instructions) 4 7 Other notes and loans receivable (attach schedule) Iii• .. .......... Less: allowance for doubtful accounts le. _ .._ ... _ __.4.... , _._ ..__ .— ... _ B Inventories for sale or use 9 Prepakl expenses and deferred charges 10a Investments—U.S. and slate government obligations (attach schedule) b Investments—corporate stock (attach schedule) • c investments—corporate bonds (attach schedule) 11 Investments—land, buildings, and equipment: basis Po Less: accumulated depreciation (attach schedule) Po f :S.:. _ 4 : • 9 .; - i 12 Investments—mortgage loans .• . . . . St . .4 13 Investments—other (attach schedule) 15,458,186 13,426,719 18,015,066 14 Land, buildings, and equipment: basis III• •• i - : • •- e Lel . • i - Less: accumulated depreciation (attach schedule) ili• _._,LE.c.. ./se.J 15 Other assets (describe lo ) 18 Total assets (to be completed by all filers-see page 17 of the Instructions. Also, see page 1, Item I) ' 19,579322 18,244,467 22,832,814 17 Accounts payable and accrued expanses • 18 Grants payable .1 19 Deferred revenue • • • • 20 Loans from officers, directors, trustees, and other disqualified persons : ,i 21 Mortgages and other notes payable (attach schedule) ..„- l - • it , - "'i.e.i• a •J 22 Other liabilities (descnbe P. ) : -i 4 23 Total liabilities (add lines 17 through 22) : tell e • . it to 4 Net Assets or Fund Balances Foundations that follow SFAS 117, check here le. O and complete lines 24 through 28 end lines 30 and 31. 24 Unrestricted 4 25 Temporarily restricted • 0 . ; 26 Permanently restricted • Foundations that do not follow SFAS 117, check here li. • and complete lines 27 through 31. 27 Capital stock, trust principal, or current funds . 28 Paid-in or capital surplus, or land, bldg., and equipment fund 29 Retained earnings, accumulated income, endowment, or other funds 19,570,322 18,244,467 30 Total net assets or fund balances (see page 18 of the instructions) 19,570.322 18,244,467 31 Total liabilities and net assets/fund balances (see page 18 of the instructions) 19,570,322 18,244,467 part III Analysis of Changes in Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 1 19,570,322 2 Enter amount from Part I, line 27a • 2 (1,325,855) 3 Other increases not included in line 2 (itemize) Ow 3 4 Add lines 1, 2, and 3 4 16,244,467 5 Decreases not Included In line 2 (Iternize) Il• 6 8 Total net assets or fund balances at end of year pine 4 minus Ine 6)-Part II, column (b), Ilne 30 8 18,244,467 Page 2 Form 990-PF (2006) EFTA00224417

Form 99O-PF (2006) Pay" 3 Part IV (OW and drawee the ax16) of properly sold (8 fli. real estate, 2-story bnck warehouse, or common stock. 200 am MC Co.) (b) How puracquired ,_ shaseotntrd„ya,,Agy oed D—Oonation (d) Date sold 0110. Mai. Yr / la Statement 5 b c d e (e) Cross Wen lance II) Deana-mace flawed r allowable) lg) Cost or other hams plus expense Of Wu (h) WOO 01' Goss) (e) Plus 01 minus (9) a b c d a Complete only for assets showing gain In column (h) and owned by the foundation on 12/31/69 0) Gans (Coin awn minus col 6), but not less than -0-) or Losses (from cot (3)) oFmg as of 12/31/69 (I) /Waisted basis as of 12/31/69 (k) Excess of COI f) over col Q). II any a b d cs 2 Capital gain net income or (net capital loss) if gain, also enter In Part I, Ilne 7 . { 1 If (loss) enter -0- In Pail I, line 7 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): It gain, also enter in Part I, Ilne 8. column (c) (see pages 13 and 18 of the Instructions). If (loss). enter -0- In Part I, line 8 - 2 (52,333) 3 Capital Gains and Losses for Tax on Investment Income Part (For optional use by domestic pnvate foundations subject to the section 4940(a) tax on net investment income.) If section 4940(d)(2) applies, leave this part blank. Was the foundation liable for the section 4942 tax on the distributable amount of any year In the base period? O Yes O No If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part. Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income 1 Enter the appropriate amount in each column for each year: see page 19 of the Instructions before making any entnes. . he Base penod years Calendar year (or lax year becennro in) jb) Adjusted quariyIng datribubone Net value of nonoVantable-tne assets Id) DesInbubon ratio kol (b) divided by co/ (0) 2005 1,255,795 22,630,448 0.055491 2004 936,665 20,159,106 0.046463 2003 1,041560 12,227,806 0.085179 2002 1,243,915 12,221,528 0.101944 2001 902,103 7,498,097 0.120310 2 Total of line 1, column (d) 2 0.409387 3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years 3 0.081877 4 Enter the net value of noncharitable-use assets for 2006 from Part X, line 5 4 22,142,808 5 Multiply line 4 by lino 3 5 1,812 987 6 Enter 1% of net investment Income (1% of Part I, line 27b) 6 0 7 Add lines 5 and 6 7 1 812 987 a Enter nonkfolon rlininbutiona from Part XIL line 4 • 8 1,237,003 If line 8 is equal to or greater than line 7, check the box in Part VI, line lb. and complete that part using a 1% tax rate. See the Part VI Instructions on page 19. Fain 990-RF polio EFTA00224418

Form (190.M- (2006) Part VI Excise Tax Based on investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 19 of the instructions) la Exempt operating foundations described in section 4940(d)(2), check here le. O and enter "N/A" on tine 1. I Date of ruling letter: (attach copy of ruling letter If necessary—see Instructions) _ . b Domestic foundations that meet the section 4940(e) requirements in Part i check here 10 O and enter 1% of Part I, line 27b 1 0 ' c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (D) — ..._.. ___ ___ 2 Tax under section 511 (domestic section 4947(eX1) trusts and taxable foundations only. Others enter -0-) 2 3 Add fines 1 and 2 3 0 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only, Others enter -0-) 4 5 0 5 Tax based on Investment Income. Subtract line 4 from line 3. If zero or less, enter -0- • 6 Credits/Payments: a 2006 estimated tax payments and 2005 overpayment credited to 2006 b Exempt foreign organizations—tax withheld at source 6a 18,872 • r, • • 1 1 fib c Tax paid with application for extension of time to file (Form 8868) d Backup withholding erroneously withheld 99 ter. . 6d 7 7 Total credits and payments. Add lines 6a through 6d 18,872 8 a Enter any penalty for underpayment of estimated tax. Check here CI if Form 2220 is attached 9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed O. s 0 10 18,872 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid 0. . 11 Enter the amount of line 10 to be: Credited to 2007 estimated tax 0. 18,872 I Refunded 0. 11 P rt VII-A Statements R9parding Activities - to During the tax year, did the foundation attempt to Influence any national, state, or local legislation or did participate or intervene in any political campaign? a ..t • ' Yes No to i 20 lb 1 b Did It spend more than $100 dunng the year (either directly or Indirectly) for political purposes (see page of the Instructions for definition)? .- - If the answer is "Yes' fo la or lb, attach a detailed description of the actiwfies and copies of any materials published or distributed by the foundation in connection with the activities. c Did the foundation file Form 1120-POL for this year? 1c ....t:; L:f.C.1 I ..4 ..1 4...: d Enter the amount Of any) of tax on political expenditures (section 4955) Imposed during the year (1) On the foundation. ill. $ (2) On foundation managers. Iii. $ .4l. • .4 . e Enter the reimbursement (if any) paid by the foundation during the year foundation managers. ilo $ for political expenditure tax Imposed on I.; F. , I 2 Has the foundation engaged in any activities that have not previously been reported to the IRS? 2 i , If "Yes," attach a detailed description of the activities. 3 Has the foundation made any changes, not previously reported to the IRS, In as governing instrument, articles of ...t... --r! ,.. ... Incorporation, or bylaws, or other similar Instruments? If "Yes,' attach a conformed copy of the changes 3 i 4a 1 4a Did the foundation have unrelated business gross Income of $1,000 or more dunng the year? . . . 4b N A b If "Yes," has it filed a tax return on Form 990-7 for this year? 5 DI 6 Was there a liquidation, termination, dissolution, or substantial contraction during the year? . . . I If "Yes," attach the statement required by General instruction T. 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either • By language in the governing instrument, or . • By state legislation that effectively amends the governing Instrument so that no mandatory directions that - • • i conflict with the state law remain in the governing instrument? . . . . . . . . . . . . . . 6 i 7 i 7 Did the foundation have at least $5,000 In assets at any time dunng the year? II Wes,' complete Part It col island Part XV, [ H 8a Enter the states to which the foundation reports or with which it is registered (see page 20 of the instructions) Il. New York b if the answer is "Yes* to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General ..--- ._ (or designate) of each state as required by General Instruction 07 If "No," attach explanation 9 is the foundation claiming status as a private operating foundation within the meaning of section 49420(3) ----- - --I or 49426)(5) for calendar year 2006 or the taxable year beginning in 2006 (see Instructions for Part XIV on page 28)? If "Yes/' complete Part XIV 9  10 Did any persons become substantial contributors during the tax year? If "Yes,"attach a schedule listing their names and addresses 10 1 Pogo 4 Form 990-PF (2006) EFTA00224419

Earn 990•PF 8006) Page 5 Statements Regarding Activities Continued 11a At any time during the year, did the foundation, directly or Indirectly, own a controlled entity within the meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions)  b If "Yes," did the foundation have a binding written contract in effect on August 17, 2006, covering the Interest, rents, royalties, and annuities described in the attachment for line 11a? A 12 Did the foundation acquire a direct or indirect Interest in any applicable insurance contract? 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? Website address ► 14 The books aro in care of In tillUMIlrAssociates Telephone no. ► Located at *110 East 59th Street, New York, NY ZIP+4 ► 15 Section 4947(a)(1) nonexempt chantable trusts filing Form 990-PF In lieu of Form 1041—Check hero ► K and enter the amount of tax-exempt interest received or accrued during the year . . . . ► I 15 I lla 11b 12 13 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. la During the year did the foundation (either directly or indirectly); (1) Engage in the sale or exchange, or leasing of property with a disqualified person? K Yes 0 No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept It from) a disqualified person? K Yes 0 No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? K Yes V) No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? K Yes 0 No (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? K Yes 12) No (6) Agree to pay money or property to a government official? (Exception. Check "No" if the foundation agreed to make a grant to or to employ the official for a penod after termination of government service, if terminating within 90 days ) K Yes 2) No b If any answer is 'Yes" to 1 a(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 22 of the instructions)? Organizations relying on a current notice regarding disaster assistance check here . . . ► K _ c Did the foundation 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 tax year beginning in 2006? 2 Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a pnvate operating foundation defined in section 49420)(3) or 49420X5)). a At the end of tax year 2006, did the foundation have any undistributed income (lines 6d and Be, Part XIII) for tax year(s) beginning before 2006? K Yee K No If "Yes," list the years* 20 .... , 20.... , 20 , 20 b Are there any years listed In 2a for which the foundation Is not applying the provisions of section 4942(a)(2) (relating to Incorrect valuation of assets) to the year's undistributed income? (If applying section 4942(8)(2) to all years listed, answer "No" and attach statement—see page 22 of the instructions.) c If the provisions of section 4942(e)(2) aro being applied to any of the years listed in 2a. list the years here. ► 20 .... , 20 .... , 20 . , 20 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? K Yee CA No b II "Yes," did it have excess business holdings in 2006 as a result of (1) any purchase by the foundation or disqualified persons after May 26, 1969; (2) the lapse of the 5-year penod (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3) the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in 2006) 4a Did the foundation Invest during the year any amount in a manner that would jeopardize Its charitable purposes? b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its chantable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2006? . . . Yes No lb N lc 2b  3b 4a N 4b  A Form 990-PF 12006) EFTA00224420

Form 990-PF (2006) Part VII-B Page 6 Statements Regarding Activities for Which Form 4720 May Be Required Continued 5a Dunng the year did the foundation pay or incur any amount to: (1) Carry on propaganda, or otherwise attempt to Influence legislation (section 4945(e))? O Yes g] No (2) influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? O Yes No (3) Provide a grant to an Individual for travel, study, or other similar purposes? . . . O Yes [ZI No (4) Provide a grant to an organization other than a charitable, etc., organization described In section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see Instructions) O Yes EZ) No (5) Provide for any purpose other than religious, charitable, scientific, hterary, or educational purposes, or for the prevention of cruelty to children or animals? . O Yes 0 No 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 23 of the instructions)? Organizations relying on a current notice regarding disaster assistance check here ► c If the answer is "Yes" to question 52(4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant? O Yes O No II "Yes," attach the statement required by Regulations section 53.4945-5(d). ea Did the foundation, dunng the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? D Yes El No b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? if you answered "Yes" to 66, also We Form 8870. 75 At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? O yes IZ No b If es, did the foundation receive an proceeds or have a net Income attributable to the transaction? . Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 Ust all officers, directors, trustees, foundation managers and their compensation (see page 23 of the Instructions). (a) Name end address (0) Teo. and average hours per week devoted to position (o)Componsabon Of not paid, enter 41-) (d)Contnbutions to employee benefit plans and deferred compensation (o) Expanse account. other allowances Jeffrey E. Epstein 5100 Redtlook Quarters, St. Thomas, USVI PresJDIrector rings luny 0 0 0 Darren K. Indyke 457 Madison Ave., New York, NY VP/Director nn. knife 0 0 0 Ghlsiaine Maxwell do . Associates Treasurer Goo timer 0 0 0 110 East 59th Street, New York„ NY 2 Compensation of five highest-paid employees (other than those included on line 1—see page 24 of the instructions). If none, enter "NONE." (a) Name and address of each employee paid more than $saeoci (b) Tale, and average hours per week devoted to position (o) Compensation (d) Contnbutions to employee benefit plans and deterred compensation (e) Expense account, other allowances None Total number of other employees paid over 550,000 Form 990-PF (7006) EFTA00224421

Form 990-Pf (2000) Part VIII Page 7 Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors Continued 3 Five highest-paid independent contractors for professional services (see page 24 of the instructions) If none, enter "NONE." (a) Name and address of each person paid more than $50,000 (b) Type of service (o) Compensation David Grosot 57 Bemis Street, San Francisco, CA 94131 Consulting 50,000 Total number of others receiving over 550,000 for professional services Part Di(-A Summary of Direct Charitable Activities ► 150,000 List the foundation's four largest direct chantede admit., dunng the tax year Include relevant stateliest information such as the number of orga-ntrations and other ['took/ones served, conferences convened, research papers produced. etc Evens*. 1 2 3 4 Part tX-B Meant* the two largest program-related investments made by (ho foundation during Ihe tax year on lines 1 and 2 AMAMI i 2 As other program-related investments See page 25 of the instructions. 3 Total. Add lines 1 through 3 - Pi. Summary of Program-Related investments (see page 24 of the instructions Ram 990-PF pole EFTA00224422

Form 990.PF (2006) Part X Pago 8 Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see page 25 of the instructions.) 1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc , purposes: a Average monthly fair market value of securities b Average of monthly cash balances c Fair market value of all other assets (see page 25 of the instructions) d Total (add lines la, b, and c) e Reduction claimed for blockage or other factors reported on lines to and lc (attach detailed explanation) I le 2 Acquisition indebtedness applicable to line 1 assets 3 Subtract lino 2 from line ld 4 Cash deemed held for charitable activities. Enter 11/2 % of line 3 (for greater amount, see page 26 of the Instructions) .5 Not value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part,, line 4 6 Minimum investment retum. Enter 5% of line 5 Part XI la lb Ic Id 4,464,942 18,015,066 22,480,008 22 480,008 4 5 6 337,200 22,142,808 1 107 140 Distributable Amount (see page 26 of the instructions) (Section 49420(3) and 0(5) pnvate operating • foundations and certain foreign organizations check here ► O and do not complete this part ) 1 Minimum investment return from Part X, line 6 1 1,107,140 2a Tax on investment income for 2006 from Part VI, line 5 b income tax for 2006. (This does not Include the tax from Part VI ) c Add linos 2a and 2b 2c 0 3 Distnbutable amount before adjustments. Subtract line 2c from line 1 4 Recoveries of amounts treated as qualifying distributions 5 Add lines 3 and 4 6 Deduction from distributable amount (see page 26 of the Instructions) 7 Distributable amount as adjusted. Subtract lino 6 from line 5. Enter here and on Part XIII, lino 1 2a 2b 3 4 6 6 1,107,140 1,107,140 7 1 107,140 Part XII Qualifying Distributions (see page 26 of the Instructions) 1 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: a Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 b Program-related Investments—total from Part IX-B 2 Amounts paid to acquire assets used (or held for use) directly In carrying out chantable, etc , purposes 3 Amounts set aside for specific charitable projects that satisfy the; a Suitability test (pnor IRS approval required) b Cash distribution test (attach the required schedule) 4 Qualifying distributions. Add lines la through 3b. Enter here and on Part', line 8, and Part XIII, line 4 4 1,237,003 5 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income Enter 1% of Part I, tine 27b (see page 27 of the Instructions) 6 0 6 Adjusted qualifying distributions. Subtract line 5 from line 4 Note:The amount on line 6 will bo used in Part column (b), in subsequent years when calculating whether the foundation qualifies (or the section 4940(e) mduction I fax In those years. is lb 1,237603 2 3a 3b 6 1,237,003 Form 990-PF (2006) EFTA00224423

form 990PF p006) agil Undistributed Income (see page 27 of the instructions) 1 Distributable amount for 2006 from Pail XI, (s) comae (b) Years poor lo 2005 (0) 2005 (d) 2006 line 7 1,107,140 2 Undistnbuted income, if any, as of the end of 2005: a Enter amount for 2005 only . . _. _ . 0 b Total for prior years' 20 20 20 0 3 Excess distributions carryover, a From 2001 if any, to 2006: 794,417 b From 2002 638,745 c From 2003 432,491 d From 2004 e From 2005 139,200 _ _.. _.. f Total of lines 3a through e 2,004,853 4 Qualifying distributions for 2006 from Part XII, One 4: lio $ 1,237,003 —_. __.„ a Applied to 2005, but not more than line 2a : ' , 0 b Applied to undistributed income of prior years (Election required—see page 27 of the instructions) . • • i : • • 9 'Y 0 : . , ., Z ,• . .• C Treated as distributions out of corpus (Election required—sort page 27 of the Instructions) 0 • • .• . • . to • • .. :i •i% . C • d Appked to 2006 distributable amount . .. . . . • I.e.' •.] : 1,107,140 e Remaining amount distributed out of corpus 129,863 . 4 ' I ' P ' ,,,-• ' 1 , •• • I 5 Excess distributions carryover applied to 2006 i‘ ... , 'c 0 (II an amount appears In column (d), the same amount must be shown ln column (a).) 8 Enter the net total of each column as Indicated below: a Corpus. Add linos 31, 4c, and 4e. Subtract line 5 :.. 1, C , ; .1 ' :y ri. '7. i r i il ".; . _ 2;134'711 . r 1" : r , a r • - • ') .f.:. '6' ,- ' z , - $ ' if . • . i t 2 •S , • i .2 :•., 3 • • b Prior years' undistnbuted income. Subtract line 4b from line 2b i. : . .., . : :et i 0 • f .-• _.1 ; 4 Z ;" --•• k. oti ;.. •1 I :4.1- ' c Enter the amount of prior yews' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed - ' if : : i:' ',' 9: :' ii .il . ; 11 I .) , ' 10 .. I • • i , 449 t :- i d Subtract line 8c from line 6b. Taxable amount—see page 27 of the instructions ' 0 - • i V • . -• - ' :• .- 14; : ; e Undistributed income for 2005. Subtract line 4a from line 2a. Taxable amount—see page 27 of the matructions .,. .• • . r 0 r:, 9 t . f Undistnbuted Income for 2006. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2007 • . - . •. 0 7 Amounts treated as distnbutions out of corpus to satisfy requirements Imposed by section 170(b)(1)(E) or 4942(9)(3) (see page 28 of the Instructions) 0 8 Excess distnbutions carryover from 2001 not applied on line 5 or line 7 (see page 28 of the instructions) 794,417 9 Excess distributions carryover to 2007. Subtract lines 7 and 8 from line 6a 1,340,299 10 Analysis of line 9: a Excess from 2002 638,745 b Excess from 2003 432,491 c Excess from 2004 d Excess from 2005 . . 139,200 e Excess from 2006 . . 129,863 _ Popo 9 • Form 990-PF 2005) EFTA00224424

FOITI1 990.PF (2006) P rt XIV Page 10 Private Operating Foundations (see page 28 of the Instructions and Part question 9) 1a if the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2006, enter the date of the ruling . . . . ► b Check box to indicate whether the foundation is a private operating foundation descnbed in section 0 49420)(3) or 0 4942 2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year hated b 85% of line 2a o Qualifying distributions from Part XII, line 4 for each year listed d Amounts Included in line 2c not used dire* for active conduct of exempts:belies e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c 3 Complete 3a, b, or c for the alternative test rolled upon: • "Assets" alternative test—enter: (1) Value of all assets (2) Value of assets qualifying under section 49420)(3)(6)(1) b "Endowment' alternative test—enter % of minimum Investment return shown n Pan X. Ina 6 tot each year listed o "Support" alternative test—enter: (1) Total support other than gross Investment income (interest, dividends, rents, payments on securities loans (section 512(a)(6)), or royalties) (2) Support from general pubic and 5 or more exempt organizations as provided In section 49420)(30)0W (3) Largest amount of support from an exempt organization . . . (4) Gross investment Income . Part XV Tax year (a) 2006 (0) 2005 Prior 3 years (c) 2004 Id) 2003 (a) Total COP Supplementary Information (Complete his part only if the foundation had $5,000 or more in assets at any time during the year—see page 28 of the Instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only If they have contributed more than $5,000). (See section 507(d)(2).) Jeffrey E. Epstein b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest. 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here P O If the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requsts for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number of the person to whom applications should be addressed: b The form in which applications should be submitted and Information and materials they should include: o Any submission deadlines: d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors: Form 990-PF (2006) EFTA00224425

Fonn 990-PF (2000) Part XV Page i Supplementary Information (continued) .., aa.mns MP.. vunuruuuuna ram a'aunrq ti ro 1 wow w rapyrvraa 1%/1 rutuvo rayon:ma Recipient if recipient es an wicavidual, show arty relationship to any foundation manager or substantial contributor e mdabon re:utus of rectl:" ^I Purpose of grant or ceetnbution Amount Name and address (home or business) a Paid during the year Statement 6 Total ► 3a 1,186,000 b Approved for future payment Total ► 3b 0 Form 99O-PF (2006) EFTA00224426

'Fain 990-PF (2006) Page 12 art XVI-A Analysis of Income-Producing Activities Enter gross amounts unless otherwise Indicated. Unrelated business income Excluded by sect' n 512. 513. Of 514 (0) Related or exempt function on (See We in page 29 of strucbons.) I Program service revenue: a fa) Business code (b) Amount (a) Exclusion code (d) Amount b e d e f g Fees end contracts from government agencies 2 Membership dues and assessments 3 Interest on savings and temporary cash investments 4 Dividends and Interest from securities 5 Net rental income or (loss) from real estate: a Debt-financed property b Not debt-financed property 6 Net rental Income or (loss) from personal property 7 Other Investment Income 8 Gain or (loss) from sales of assets other than Inventory 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory 11 Other revenue: a From partnerships 14 414,646 . I. I 16 (52,333) 14 94,468 b c d e 12 Subtotal. Add columns (b). fdl. and le) t . i r ? . 458,781 - 13 Total. Add Ilne 12, columns (b), (d), and (e) ea worksheet in lino 13 Instructions on page 29 to verify calculations ) Line No. Relationship of Activities to the Accomplishment of Exempt Purposes 13 456,781 Explain below how each activity for which income is reported in column (a) of Part XVI-A contributed importantly to the accomplishment of the foundation's exempt purposes (other than by providing funds for such purposes). (See page 29 of the Instructions.) NIA Form 990-PF 12006) EFTA00224427

'Form 990-FT (2006) Part XVII Page 13 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 than section 501(c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting foundation to a noncharitable exempt organization of: (1) Cash (2) Other assets b Other transactions: (1) Sales of assets to a noncharitable exempt organization (2) Purchases of assets from a noncharitable 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 c Shanng of facilities, equipment, mailing lists, other assets, or paid employees d II the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the air market value of the goods, o her assets, or services given by the reporting foundation. If the foundation received less than fair market value in any transaction or shanng arrangement, show in column (d) the value of the goods, other assets, or services received. Line no (b) Amount invoNed (o) Name of nonchantable exempt oraanstallon (d) Wiens.1ton of transfers, transactions, and sharing arrangements Yes No la(2) 1141) lb(2) lb(3) 1144) lb(5), lb(6)    lc  2a is the foundation 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(c)(3)) or In section 5277 0 Yes 0 No b If "Yes," complete the following schedule. (a) Name of organization (b) Type of organization (a) Descopbon of relationship Sign Here I Under penalties of pentsy. I declare 'wt, it is true, correct, end corn that I . a at .Ss return, including accompanying schedules and statements, grower r than taxpayer or bauccuy) 15 based on all intormabonn --m. I la.A-O-1 and le the best of my knoMsage and of Wash power has any lawatedge. ' kikti. enA.4".e9evt na ure ;office: orstrust a es Date I Title lig a : Preparent signature Date iritili)b b7 Check If .__, SS Weniployed r. u ReParer's SSN or PTIN (Seff Signature on page II of the instructions) E name (or yours If S Associates EIN la 13; 2842281 seit.employed), address. and ZIP code tie East 59th Street, New York, NY 10022 Phone no. (U)909-9680 Form 990-PF Rte) EFTA00224428

THE C.O.U.Q. FOUNDATION, INC. 13-3996471 FORM 990-PF - VIE 2/28/07 STATEMENT 1 Part I, Line II Other Income Second City Capital Partners I, LP K-I Entity 94,468 Prior period adjustment 190,000 28 4, 468 STATEMENT 2 Part I, Line 16(c) Other Professional Fees I Consulting Second City Capital Partners I, L.P. K-I Entity 50,000 120,000 Total 170,000 EFTA00224429

THE C.O.U.Q. FOUNDATION, INC. 13-3996471 FORM 990-PF - VIE 2/28/07 STATEMENT 3 Part I, Line 23 • Other Expenses Second City Capital Partners L.P. K-I entity 1,926 Filing Fees 1,003 Professional fees - Second City Capital Partners L.P. K-1 entity 6,556 Bad debt expense - Second City Capital Partners L.P. K-1 entity 582,151 Total 591,636 • EFTA00224430

THE C.O.U.Q. FOUNDATION, INC. UN 13-3996471 FORM 990-PF - Y/E 2/28/07 STATEMENT 4 Part II, Line 13 Other Investments Bear Steams Asset Backed Book Value Fair Market Value Securities Partners LP 7,289,911 11,870,413 Second City Capital Partners I, LP 6,136,808 6,144,653 13,426,719 18,015,066 STATEMENT 5 Part IV, Line 2 Capital Gain Net Income (Lossl Second City Capital Partners I, LP K-1 entity (52,333) EFTA00224431

STATEMENT 6 THE C.O.U.Q. FOUNDATION INC. 13-3996471 FORM 990-PF Y/E 2/28/07 PART I, LINE 25 AND PART XV Amoue Purpose CONTRIBUTIONS PAID Date Name 3/7/2006 Stockholm School of Economics 25,000 Unrestricted 5/3/2006 The Continium Center for Health & Hearing 25,000 Unrestricted 5/30/2006 Hunter College 3,000 Scholarship 6/1/2006 Martha Graham Dance Company 10,000 Scholarship 6/14/2006 Little Flower Children's Services 10,000 Unrestricted 6/28/2006 Robin Hood 50,000 Unrestricted 7/12/2006 Ballet Florida 20,000 Unrestricted 7/18/2006 Georgia Southern University 10,000 Scholarship 7/18/2006 William J. Clinton Foundation 25,000 Unrestricted 8/10/2006 Freestate Shooters 25,000 Unrestricted 8/11/2006 Zvi Tzedakah Fund 100,000 Unrestricted 9/1/2006 Institute of International Education 100,000 Unrestricted 9/6/2006 Alliance for Lupus Research 5,000 Unrestricted 9/8/2006 Happy Hearts Fund 100,000 Unrestricted 9/27/2006 Ovarian Cancer Research Fund 50,000 Unrestricted 10/3/2006 The Trilateral Commission 50,000 Unrestricted 10/5/2006 Faith in The Future, Inc. 5,000 Unrestricted 10/5/2006 National Council of Jewish Women 5,000 Unrestricted 11/10/2006 The Institute for Music & Brain Science 25,000 Unrestricted 11/16/2006 President and Fellows of Harvard College 100,000 Unrestricted 1 I /27/2006 Santa Fe Institute 75,000 Unrestricted 1/17/2007 Ballet Florida 15,000 Unrestricted 1/18/2007 Save Darfur Coalition 150,000 Unrestricted 2/7/2007 Stockholm School of Economics 50,000 Unrestricted 2/21/2007 Saint Peter's Prep 3,000 Unrestricted 2/22/2007 Scholar Rescue Fund 150,000 Unrestricted 1,186,000 EFTA00224432

OFF-10E COPY Form 8868 (Rev April 2007) Oeparimeni of the Treasury Internal Revenue Stowe • If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box • • If you aro filing for an Additional (not automatic) 3-Month Extension, complete only Part II (on page 2 of this form). Do not complete Part ll unless you have already been granted an automatic 3-month extension on a previously Ned Form 8868. Automatic 3-Month Extension of Time. Only submit original (no copies needed). Application for Extension of Time To File an Exempt Organization Return le Flea separate application for each return. OW No 1S4S-1709 Part I Section 501(c) corporations required to file Form 990-T and requesting an automatic 6-month extension—check this box and complete Part I only • 0 All other corporations (including 7120-C filers), partnersteps, REMtCs, and trusts must use Form 7004 to request an extension of time to fro income tax returns. Electronic Filing (e-file). Generally, you can electronically file Form 8868 if you want a 3-month automatic extension of lime to file one of the returns noted below (6 months for section 501(c) corporations required to file Form 9904). However, you cannot file Form 8868 electronically if (1) you want the additional (not automatic) 3-month extension or (2) you file Forms 990-BL, 6069, or 8870, group returns, or a composite or consolidated Form 990-T. Instead, you must submit the fully completed and signed page 2 (Part II) of Form 8868. For more details on the electronic filing of this form, visit wwwirs.govletile end click on a-fate for Charities & Nonpmfats. Type or print Fie by the due date for Mirth your return See matructona Name or Exempt Organization THE C.O.U.Q. FOUNDATION, INC. Number, street, and room or suite no. It a P.O. boot, see instructions. Delson Associates, 110 East 59th Street Employer Identification number 13 3996471 City, town or post office, state, and ZIP code. For a foreign address. see Instructions. New York, NY 10022 Check type of return to be filed (file a separate application for each return): O Form 990 0 Form 990-T (corporation) O Form 990-T (sec. 401(a) or 408(a) trust) O Form 990-T (trust other than above) O Form 1041-A O Form 990-BL O Form 990-EZ O Form 990-PF K Form 4720 K Form 5227 ID Form 6069 Form 8870 • The books are in the care of • Harry Beller Telephone No. P ) 750-9895 FAX No. • 750-2408 • If the organization does not have an office or place of business in the United States, check this box • If this Is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) if this is for the whole group, check this box P. 0 . If it is for part of the group, check this box • 0 and attach a list with the names and EINs of all members the extension will cover. 1 I request an automatic 3-month (6 months for a section 501(c) corporation required to file Form 990-T) extension of time until October 15 , 20.07 , to filo the exempt organization return for the organization named above. The extension is for the organization's return fon ir- 0 calendar year 20 or IP 0 tax year beginning March 1 , 20 06 and ending February 28 . gg 07 2 if this tax year is for less than 12 months, check reason: o initial return 0 Final return 0 Change m accounting period 3a if this application Is for Form 990-BL, 990-PF. 990-T, 4720, or 8069. enter the tentative tax, less any nonrefundable credits. See instructions. b if this application is for Form 990-PF or 990-T, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit. c Balance Due. Subtract line 3b from line 3a. Include your payment with this form, or, if required, deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions. 30 $ 3a 3b 8,000 18,872 Caution. If you am going to make an electronic fund withdrawal with this Form 8888. see Form 13453-E0 and Form 8879-EO for payment Instructions. For Privacy Act end Paperwork Reduction Act Notice, see Instructions. cat No 279160 0 Non 8888 (Rev. 4-2007) EFTA00224433

OFFICE COPY Form Nee Say. 4-2001) Papa 2 • If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part H and check this box . . ► 0 Note. Only complete Part II If you have akoady been granted an automatics 3-month extension on a previously filed Form 8888. • If you are filing for an Automatic 3-Month Extension, complete only Part I (on page 1). Uglaill Additional (not automatic) Li-montn Extension or time. T OU mum rile onginar ana one copy. Type or print no by the enemata due date for rang the • return. Sao WSW:WM Name of Exempt Organization THE C.O.U.Q. FOUNDATION, INC. , . :...-. ' . .”. •: ,..r. - Employer Identification number 13 I 3896471 Number, street, and room or sate no. If a P 0 box, two instructions ale 1 ASSOCIATES, 110 EAST 59TH STREET • ..: - - , , • "., •se: . • For IRS use only City, town or post dace, state, and ZIP code Fore kreign address, see Intimations. NEW YORK, NY 10022 • i t" • • :Irv* . li. • ., r.: 4' • "- ") ; . ••• 5! f ••• 7•01 • ..... 1.... , • ••• •• • ..... 1 • ...- .. .. .."4 ...-': I • — Check type of return to be filed (File a separate application for each return): O Form 990 0 Form 990-PF O Form 1041-A O Form 990-BL O Form 990-EZ STOPI Do not complete Part it If you were not already granted an automatic 3-month extension one previously filed Form 8888. • The books are In the cap of 0- HARRY BALER Telephone No. lit (....M 760.81185 FAX No. * (._ iff ) 750.2408 • If the organization does not have an office or place of business in the United States, check this box 0. O • If this Is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . If this is for the whole group, check this box * O . If it is for part of the group, check this box so O and attach a list with the names and EINs of all members the extension is for. 4 6 I request an additional 3-month extension of time until JANUARY 15 MARCH? 20 08 For calendar year or other tax year beginning •20 06 , and ending FEBRUARY 28 20 07 6 If this tax yew Is for less than 12 months, check reason: O Initial return O Final return O Change in accounting period 7 State in detail why you need the extension CERTAIN INFORMATION NECESSARY FOR A COMPLETE AND ACCURATE RETURN O Form 090-T (sec. 401(a) or 408(e) trust) O Form 4720 O Form 9904 (trust other than above) O Form 5227 El Form 6069 O Fomi 8870 • IS NOT YET AVAILABLE If this application is for Fonn 990-EL, 990-PF, 990-7, 4720, or 8089, enter the tentative tax. less any nonrefundable credits. See Instructions. b If this application is for Form 990-PF, 990-1, 4720, or 8089, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit and any amount paid previously with Form 8888. c Balance Due. Subtract Ice 8b from line Ba. Include your payment with this form, or, if required, deposit with FTD coupon or, if required, by usrig EFTPS (Electronic Federal Tax Payment System). See reductions. 8c $ 0 8a 8b $ 8,000 18,872 Signature and Verification under parolees of palmy. I declare that I have examned rive form, Including accompanyne schedules and statements, and to the heel of my knowtodeo end betel, d n true, correct, and comproto• and that I am outhunted to prepare has form. Signature le ni kl ► Data I. K Notice to Applicant. (To Be Completed by the IRS) Wo have approved this application Please attach Nis form to the orgamation's return. We have not approved tit application However, we have granted a 10-day grace period from the later of the dale shown below or the due dale of the organization's return (including any prior extensions). This grace period Is considered to be a valid extension of time for elections otherwise required to be made on a timely return. Please attach this form to the organization's return. We have not approved this appbcatlon. After considering the reasons stated In item 7, we cannot grant your request for an extension of time to fie. We are not granting a 10-day grace period We cannot consider this application because It was filed alter the extended due dale 01 the return for which an extension was requested Other Dacia Date Alternate Mailing Address. Enter the address If you went the copy of this application for an additional 3-month extension returned to an address different than the one entered above. Name Type or print Number and street (Include suite, room, or apt. no.) or e P.O. box number City or town, province or state, end country (Including postal or ZIP cods) Form 8868 (Rev 4-2007) EFTA00224434

o ootillo P non Department of State • Division of Corporations Public Access System Electronic Filing Cover Sheet Note; Please print this page and use it as a cover sheet. Type the fax audit number (shown below) on the top and bottom of all pages of the document. (((1{07000269606 3))) IIII IIIII IIIIIIIIII IIIII IIIII 11111 IIIII 11111 IIIII IIII111{1111111 111131111111111111 Note: DO NOT hit the REFRESIVRELOAD button on your browser from this page. Doing so will generate another cover sheet. • TO; Division of Corporations Pax Number (860)617-6381 Prong Account NAms c C T CORPORATION NYSTSK Account Number I ICA000000023 Phone a (850)222-1092 Pax NUmbor. : (830)878-3926 FLORIDA PROFTT/NON PROFIT CORPORATION 'The Florida Science Foundation, the. Certificate of Status Certified Copy e Count 04 Estimated Charge S70.00 0 lecironic Filing Menu Corporate Filing Menu https://efile.sunbiz.org/scripts/eftleo NT. exe LO/TB 30Vd WISAS NOlIVN0d600 ID Help t ems Klima ale .111112007 . SZ63L88S8 IV:II Leer/10/II EFTA00224435

ARTICLES OF JINCORIPORATICIN OF 1 ' FLORIDA SCIENCE FOUNDATION, INC. In Compliance with Chanter 617, F.S. (Not for Profit) FIRST: The rue= of the corporation is The Florida Science Foundation. Inc. (the "Foundation") tfECOND: The principal place of business and mailing address of the Foundation shall be 250 Australian Avenue. Suite 1400, West Palm Beach, Florida 33418, THIRD: The Foundation is a Not for Profit corporation organized and operated exclusively fin one or more charitable, religious, literary, scientific and educational purposes within the meaning of Section 501(e)(3) of the Internal Revenue Code of 7986, as amended (the "Code"). In liatherence of such purposes, the Fotmdatiori Wilt iiovide financial WM:WC through grants to oritsei7ations organized for the proposes tiespiTairafti Sided:id 501(e)(3) of the Code, including those involved with the fields of science and research. Also in furtherance of such purposes, the Foundation may from time to time establish programs to award scholarship and research grants to qualified individuals on an objective and non-discriroloatory basis. The oundatlort intents at all times to qualify and remain qualified as exempt from feriae' income tax under Section 5010)(3) of the Code. The Foundation is not formed for end shall not be conducted nor operated for pecutsiary profit or financial gain, and no part of its assets, income or profit shall be distributed to or inure to the benefit of any private individual or individuate, provided that nothing herein shall prevent the Foundation from paying reasonable compensation to any person for services rendered to or fbr the Foundation in farther-mice of one or more of its purposes. No substantial part of the activities of the Foundation shall be devoted to (Ferrying on propammds or otherwise attempting to influence legislation, except to the extent permitted by the Code whether pursuant to an election under Section 501(h) of the Code or otherwise; and no part of the activities of the Foundation shall be devoted to participating in or intervening in Ortolan the pUblishieg or distributing of statements) arty political campaign on behalf of or in opposition to any candidate for public office. Vre Corporation shall not engage in or include among its purposes any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code. No private individual or individuals shall be entitled to share in the distribution of the Fotiadation's property or assets in the event of the dissolution or vending up of the Foundation, whether voluntary or involumary. In such event, all of the assets and property of the Foundation raining after the proper payment of expenses and The set afeetion of all liabilities shall be PO/l0 39Vd MILSAS N0I1V80d802 10 91698480S8 IP:IT L001/T0/TT EFTA00224436

distributed in accordance with the Florida Not for Pm£tt Corporation Act, as it may be amended, to further the not for profit pmposas of the Foundation andtor to such charitable and educational organizations as shall qtialifyttnder Soother 50I(e)(3) oldie Code. As long as the Foundation is a private foundation as defined in Section 509(a) of the Code, Section 617.0835 of the Floridallot for Profit Corporation Act (or any successor provision thereto) shall bo applicable to the Foundation. Subject to the foregoing limitations end exclusively in furtherance of the retardation's charitable, religions, literary, scleatifio and educational !imposes within the remising of Section 501(0(3) of the Code, the Foundation shall have the power to engage in any lawihl activity in which a corporation organized. in the State of Florida may lawfully engage. MU& The direction and managemeut of the affiths of the Foundation, and the control and disposition of its property and funds, shall be invested in the Board of Directors of the Foundation. The qualification election, tenure, powers and duties of the direct" oft' Foundation shall be as provided is the Bylaws of the Foundation. Elections of the directors of the Foundation noed not be by written. ballot unless feeBylaws oft* Foundation shall so provide. ANT* The vetoes and Florida street address of the initial Registered Agent of the Foundation are CT Corporatism System,,1200 South Pine Island Road, Plantation, Maids 33324. arra; The tam and address of the Incorporator of the Emulation are Darren K. ludyke, Esq., 457 Madison Avenue, 4th Floor,New York, New York 10022. MINIM: The Foundation shalt have perpetual existence. =Mk The Foundation shall have no members. ?IN V:. The Foundation shall have no capital stock. MTH: Ia fratherance, and not in limitation, of the powers conferred by statute, the Board of Directors of the Formdadaa„ by an afftroaativo vote of not less than a majority of the directors of the Board of Directors of the Foundation, is expressly authorized, from time to time, to make, adopt, alter or repeal the Bylaws and regulations of the Foundation for the orderly operation of rho Foundation. RIMMED The Foundation shall intformitr, to the Aillest extent permitted by applicable law, the directors, officers aid employees of the Foundation. The Foundation may obtain appropriate liability instannee for the benefit of its officers and directors covering acts or omissions by such officers and directors. TWA: flutbaanue cite purposes fir which it is being organized, the Foundation reserves the right to amend, alter, chttage or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute; =Nig 40/E0 35Vd $41SAS NOIDAJO*000 10 c. 'MS5840998 14:II Lest/lent EFTA00224437

howevg, that no amendment, alteration, change, or repeal shall be allowed to authorize the Board of Directors of the Foundation to manage the property of the Foundation or to conduct the affairs of the Foundation in any manner or for any purpose contrary to the pro-visions of Sec ion 501(c)(3) of the Code. 'THIRTEENTH: The books of the Foundation may be kept (subject to any applicable provision of law) outside the State of Florida at such plime or places as may be designated from time to time by the Board of the Foundation or in the Bylaws of the Foundation. Mona .Any reference herein to a Section of the Code shall bo deemed to include tt teftZtee to the corresponding provisions, if any, of any future internal revenue law. *****i.***/******se***4 ******* JkkitA*IlitiAraik*O*Atitii** ********* ItCitirkkiNstrinilk***** Having been named as registered agent 0 accept service of process for the above stated corporation at the place designated be these Articles, t am familiar with and accept the appointment as registered agent and agree to ad be this capacity. HI •A5641:4ThE r clar d CT CORPORATION SYStEM j I . ( 1 Sign.ature/Regishatil Late _S.- PO/b0 39Vd t 0 - -O1- SiolettareIncorporator Date 3 W1SAS NOI1V80/1800 10 • st698Leess tb is 4004HO/it EFTA00224438