Form 990-PF EXTENSION ATTACHED Department of the Treasury Internal Revenue Service # Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation OMB No 1545-0052 Note: The foundation may be able to use a copy of this return to satisfy state reporting requirements. 2006

For calendar year 2006, or tax year beginning March 1, 2006, and ending February 28, 2016
G Check all that apply: □ Initial return □ Final return □ Amended return □ Address change □ Name change
Use the IRS label, otherwise, print or type, See Specific Instructions.	Name of foundation The C.O.U.Q. Foundation			A Employer identification number
	Number and street at PO box number if mail is not delivered to street address)	Room/suite		B Telephone number (see page 11 of the instructions)
	City or town, state, and ZIP code			C If exemption application is pending, check here
	New York, NY 10022			D 1. Foreign organizations, check here
Revenue	H Check type of organization: Section 501(c)(3) exempt private foundation Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation
	J Fair market value of all assets at end of year (from Part II, col. (c), line 16) ▶ $ 22,832,814 (Part I, column (d) must be on cash basis.)
	I Analysis of Revenue and Expenses (The total amount in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions))
	1 Contributions, gifts, grants, etc., received (attach schedule)	414,646		414,646
	2 Check ▶ if the foundation is not required to attach Sch. B
	3 Interest on savings and temporary cash investments
	4 Dividends and interest from securities
	5a Gross rents
	b Net rental income or (loss)
	6a Net gain or (loss) from sale of assets not on line 10	(52,333)
	b Gross sales price for all assets on line 6a	0
	7 Capital gain net income (from Part IV, line 2)	0
	8 Net short-term capital gain
	9 Income modifications
10a Gross sales less returns and allowances
b Less: Cost of goods sold
c Gross profit or (loss) (attach schedule)	284,468		94,468
11 Other income (attach schedule)	St. 1		646,781	509,114
12 Total. Add lines 1 through 11
Operating with Additional 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)
	c Other expenses (attach schedule)	170,000		120,000
	17 Interest
	17 Taxes (attach schedule) (see page 14 of the instructions)	25,000
	18 Depreciation (attach schedule) and depletion
	20 Occupancy
	21 Travel costs (includes and meetings
	22 Printing and publications
	23 Other expenses (attach schedule)	St. 3		591,636	590,633
	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	1,186,000
	26 Total expenses and disbursements. Add lines 24 and 25	1,972,636		1,710,633	1,237,003
Operating with Additional Expenses	27 Subtract line 26 from line 12:	(1,325,855)
	a Excess of revenue over expenses and disbursements	0
	b Net investment income (if negative, enter -0-) c Adjusted net income (if negative, enter -0-)

For Privacy Act and Paperwork Reduction Act Notice, see the instructions. Form 990-PF (2006) EFTA00190062 Page 2 Form 990-PF (2006)

Part II	Balance Sheets	Attached schedules and amounts in the description column should be for end-of-year amounts only (See instructions)	Beginning of year
Part II	Balance Sheets		(a) Book Value	(b) Book Value	(c) Fair Market Value
Assets	1 Cash—non-interest-bearing		4,112,136	4,817,748	4,817,748
	2 Savings and temporary cash investments
	3 Accounts receivable ▶
	Less: allowance for doubtful accounts ▶
	4 Pledges receivable ▶
	Less: allowance for doubtful accounts ▶
	5 Grants receivable
	6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see page 16 of the instructions)
	7 Other notes and loans receivable (attach schedule) ▶
	Less: allowance for doubtful accounts ▶
	8 Inventories for sale or use
	9 Prepaid expenses and deferred charges
	10a Investments—U.S. and state government obligations (attach schedule)
	b Investments—corporate stock (attach schedule)
c Investments—corporate bonds (attach schedule)
Liabilities	11 Investments—land, buildings, and equipment: basis ▶
	Less: accumulated depreciation (attach schedule) ▶
	12 Investments—mortgage loans
	13 Investments—other (attach schedule) St. 4	15,458,186	13,426,719	18,015,066
	14 Land, buildings, and equipment: basis ▶
	Less: accumulated depreciation (attach schedule) ▶
	15 Other assets (describe ▶)
	16 Total assets (to be completed by all filers—see page 17 of the instructions. Also, see page 1, item I)	19,570,322	18,244,467	22,832,814
	17 Accounts payable and accrued expenses
	18 Grants payable
	19 Deferred revenue
20 Loans from officers, directors, trustees, and other disqualified persons
21 Mortgages and other notes payable (attach schedule)
22 Other liabilities (describe ▶)
Net Assets or Fund Balances	23 Total liabilities (add lines 17 through 22)
	Foundations that follow SFAS 117, check here ▶ and complete lines 24 through 26 and lines 30 and 31.
	24 Unrestricted
	25 Temporarily restricted
	26 Permanently restricted
	Foundations that do not follow SFAS 117, check here ▶ 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
	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
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				(1,325,855)
	3 Other increases not included in line 2 (itemize) ▶			3
	4 Add lines 1, 2, and 3			18,244,467
	5 Decreases not included in line 2 (itemize) ▶			5
	6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30			18,244,467

Form 990-PF (2006) EFTA00190063 Page 3

Part IV Capital Gains and Losses for Tax on Investment Income				(b) How acquired Purchase D-Donation	(c) Date acquired (mo, day, yr)	(d) Date sold (mo, day, yr)
1a Statement 5



(e) Gross sales price	(f) Depreciation allowed (or allowable)		(g) Cost or other basis plus expense of sale	(h) Gain or loss (i) plus (j) minus (g)
a
b
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69
(i) FM as of 12/31/69	(j) Adjusted basis as of 12/31/69		(k) Excess of col. (l) over col. (j), if any		(l) Gains (Col. (i) gain minus col. (j), but not less than -0 or Losses from col. (h))
a
b
c
d
e
2 Capital gain net income or (net capital loss) { If gain, also enter in Part I, line 7 }						2	(52,333)
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c) (see pages 13 and 18 of the instructions). If (loss), enter -0 in Part I, line 8						3
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) apples, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No If “Yes,” the foundation 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 19 of the instructions before making any entries.
(a) Base period years Calendar year (of last year beginning in n)		(b) Adjusted qualifying distributions		(c) Net value of nonchantable-use assets		(d) Distribution ratio (col. (b) listed by col. (c))
2005		1,255,795		22,630,448		0.055491
2004		936,665		20,159,106		0.046463
2003		1,041,560		12,227,806		0.085179
2002		1,243,915		12,221,528		0.101944
2001		902,103		7,498,097		0.120310
2 Total of line 1, column (d)
3 Average distribution ratio for the 5-year base period – divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years.
4 Enter the net value of nonchantable-use assets for 2006 from Part X, line 5.
5 Multiply line 4 by line 3.
6 Enter 1% of net investment income (1% of Part I, line 27b)
7 Add lines 5 and 6.
8 Enter qualifying distributions from Part XIII, line 4. If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions on page 19.

Form 990-PF (2006) EFTA00190064 # Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 19 of the instructions) 1a Exempt operating foundations described in section 4940(a)(2), check here ▶ and enter "NA" on line 1. 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 ▶ check here ▶ and enter 1% of Part I, line 27b c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 3 Add lines 1 and 2 4 Subtitle A (income) tax (section 4947(a)(1) trusts and taxable foundations only. Others enter -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 6a 18,872 b Exempt foreign organizations—tax withheld at source 6b c Tax paid with application for extension of time to file (Form 8866) 6c d Backup withholding erroneously withheld 6d 7 Total credits and payments. Add lines 6a through 6d 8 Enter any penalty for underpayment of estimated tax. Check here ▶ if Form 2220 is attached 9 Tax due. If the total of lines 5 and 8 is more than line 4, enter amount owed ▶ 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ▶ 11 Enter the amount of line 10 to be: Credited to 2007 estimated tax ▶ 18,872 Refunded ▶ # Part VII-A Statements Regarding Activities 1a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in any political campaign? b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 20 of the instructions for definition)? If the answer is "Yes" to "1a or 1b", attach a detailed description of the activities and copies of any materials published or distributed by the foundation in connection with the activities. c Did the foundation file Form 1120-POL for this year? d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: (1) On the foundation. $ ___ (2) On foundation managers. $ ___ e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure imposed on foundation managers. $ ___ 2 Has the foundation engaged in any activities that have not previously been reported to the IRS? If "Yes", attach a detailed description of the activities. 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? If "Yes", attach a conformed copy of the changes 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? 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 5060 (lending) 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 foundation have at least $5,000 in assets at any time during the year? If "Yes", complete Part II, col. (c), and Part XV. 8a Enter the states to which the foundation reports or which it is registered (see page 20 of the instructions) ▶ 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 G? If "No", attach explanation 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(i) or 4942(j) for calendar year 2006 or the taxable year beginning in 2006 (see instructions for Part XIV on page 28)? If "Yes", complete Part XIV. 10 Did any persons become substantial contributors during the tax year? If "Yes", attach a schedule listing their names and addresses Form 990-PF (2006) EFTA00190065 Page 5 # Part VIII-A Statements Regarding Activities Continued 11a At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section 512(1)37 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? 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 are in care of ▶ George V. Delson Associates Telephone no. ▶ Located at ▶ New York, NY ZIP+4 ▶ 10022 15 Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041—Check here and enter the amount of tax-exempt interest received or accrued during the year ▶ 15 # Part VIII-B Statements Regarding Activities for Which Form 4720 May Be Required | File Form 4720 if any item is checked in the “Yes” column, unless an exception applies. | |---------------------------------------------------------------| | 1a During the year did the foundation (either directly or indirectly): | | (1) Engage in the sale or exchange, or leasing of property with a disqualified person? □ Yes □ No | | (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? □ Yes □ No | | (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? □ Yes □ No | | (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? □ Yes □ No | | (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? □ Yes □ No | | (6) Agree to pay money or property to a government official? Exception. Check “No” if the foundation agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days.) □ Yes □ No | | b If any answer is “Yes” to 1a(1)-(6), did any of the acts fail to qualify the exceptions described in Regulations section 53.4941(a)(3) or in a current notice regarding disaster assistance (see page 22 of the instructions)? Organizations relying on a current notice regarding disaster assistance check here | c Did the foundation engage in a prior year in any of the acts described in 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 private operating foundation defined in section 4942(a) or 4942(b)) | a At the end of tax year 2006, did the foundation have any undistributed income (lines 6d and 6e, Part XII) for tax year(s) beginning before 2006? □ Yes □ No | If “Yes,” list the years ▶ 20 ... 20 ... 20 ... 20 | b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2) to all years listed, answer “No” and attach statement—see page 22 of the instructions.) | c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here. ▶ 20 ... 20 ... 20 ... 20 | 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? □ Yes □ No | b If “Yes,” did it have excess business holdings in 2006 as a result of (1) any purchase by the foundation or disqualified persons after May 26, 1969, (2) the lapse of the five-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 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 charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2006? □ Yes □ No | Form 990-PF (2006) EFTA00190066 Page 6

Part VII-B Statements Regarding Activities for Which Form 4720 May Be Required Continued
5a During the year did the foundation pay or incur any amount to:
(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?	Yes	No
(2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive?	Yes	No
(3) Provide a grant to an individual for travel, study, or other similar purposes?	Yes	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)	Yes	No
(5) Provide for any purpose other than religious, charitable,scientific,literary,or educational purposes,or for the prevention of cruelty to children or animals?	Yes	No
b If any answer is “Yes” to 5a(1)-(5),did any of the transactions fail to qualify under the exceptions described in Regulations section 53.4945 or in a current notice regarding disaster assistance(see page 23 of the instructions)? Organizations relying on a current notice regarding disaster assistance check here	5b	N	A
c If the answer is “Yes” to question 5a(4),does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant?	Yes	No
If “Yes,”attach the statement required by Regulations section 53.4945-5(d)。
6a Did the foundation,during the year,receive any funds,directly or indirectly,to pay premiums on a personal benefit contract?	Yes	No
b Did the foundation,during the year,pay premiums,directly or indirectly,on a personal benefit contract? If you answered“Yes”to 6b,also file Form 8870。	6b		√
7a At any time during the tax year,was the foundation a party to a prohibited tax shelter transaction?	Yes	No
b If yes, did the foundation receive any proceeds or have any net income attributable to the transaction?	7b	N	A

Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 List all officers, directors, trustees, foundation managers and their compensation (see page 23 of the instructions).

(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation(if not paid, enter-0)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account other allowances
Jeffrey E. Epstein6100 Red Hook Quarters, St. Thomas, USVI	Pres./DirectorOne hour	0	0	0
Darren K. Indyke457 Madison Ave., New York, NY	VP/DirectorOne hour	0	0	0
Ghislaine Maxwellc/o George V. Delson Associates	TreasurerOne hour	0	0	0
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 $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
None




Total number of other employees paid over $50,000

Form 990-PF (2006) EFTA00190067 Page 7 Form 990-PF (2006) # Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors Continued ## 3 Five highest-paid independent contractors for professional services (see page 24 of the instructions). If none, enter "NONE." | (a) Name and address of each person paid more than $50,000 | (b) Type of service | (c) Compensation | | :--- | :--- | :--- | | David Grosot | Consulting | 50,000 | | San Francisco, CA 94131 | | | | | | | | | | | | | | | | | | | **Total number of others receiving over $50,000 for professional services** ► **50,000** # Part IX-A Summary of Direct Charitable Activities List the foundation’s four largest direct charitable activities during the tax year Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. | List the foundation’s four largest direct charitable activities during the tax year Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. | Expenses | | :--- | :--- | | 1 | | | 2 | | | 3 | | | 4 | | # Part IX-B Summary of Program-Related Investments (see page 24 of the instructions) Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2 | Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2 | Amount | | :--- | :--- | | 1 | | | 2 | | | All other program-related investments See page 25 of the instructions. | | 3 | | | Total. Add lines 1 through 3 ► | | EFTA00190068 Page 8 Form 990-PF (2006)

Part X Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see page 25 of the instructions.)
1	Fair market value of assets not used (or held for use) directly in carrying out charitable, etc., purposes:	1a
a	Average monthly fair market value of securities	1b	4,464,942
b	Average of monthly cash balances	1c	18,015,066
c	Fair market value of all other assets (see page 25 of the instructions)	1d	22,480,008
d	Total (add lines 1a,b,and c)
e	Reduction claimed for blockage or other factors reported on lines 1a and 1c (attach detailed explanation)	1e
2	Acquisition indebtedness applicable to line 1 assets	2
3	Subtract line 2 from line 1d	3	22,480,008
4	Cash deemed held for charitable activities. Enter 1½% of line 3 (for greater amount, see page 26 of the instructions)	4	337,200
5	Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part I line 4	5	22,142,808
6	Minimum investment return. Enter 5% of line 5	6	1,107,140
Part XI Distributable Amount as page 26 of the instructions (Section 4942(i)(3)和(j)(5) private operating foundations and certain foreign organizations check here ▶ and do not complete this part.)
1	Minimum investment return from Part X,line 6	1	1,107,140
2a	Tax on investment income for 2006 from Part VI,line 5	2a	0
b	Income tax for 2006.(This does not include the tax from Part VI.)	2b
c	Add lines 2a and 2b		2c
3	Distributable amount before adjustments. Subtract line 2c from line 1	3	1,107,140
4	Recoveries of amounts treated as qualifying distributions	4
5	Add lines 3 and 4		5,107,140
6	Deduction from distributable amount (see page 26 of the instructions)		6
7	Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,line 1	7	1,107,140
Part XII Qualifying Distributions (see page 26 of the instructions)
1	Amounts paid (including administrative expenses) to accomplish charitable,etc.,purposes:a Expenses,contributions,gifts,etc.-total from Part I,column(d),line 26	1a	1,237,003
b	Program-related investments-total from Part IX-B	1b
2	Amounts paid to acquire assets used (or held for use) directly in carrying out charitable,etc.,purposes	2
3	Amounts set aside for specific charitable projects that satisfy the:a Suitability test(prior IRS approval required)	3a
b	Cash distribution test(attach the required schedule)	3b
4	Qualifying distributions.Add lines 1a through 3b.Enter here and on Part V,line 8,and Part XIII,line 4	4	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,line 27b (see page 27 of the instructions)	5	0
6	Adjusted qualifying distributions.Subtract line 5 from line 4	6	1,237,003
Note:The amount on line 6 will be used in Part V,column(b),in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years.

Form 990-PF (2006) EFTA00190069 Page 9 Form 990-PF (2006)

	(a) Corpus	(b) Years prior to 2005	(c) 2005	(d) 2006
1 Distributable amount for 2006 from Part XI, line 7				1,107,140
2 Undistributed income, if any, as of the end of 2005:
a Enter amount for 2005 only			0
b Total for prior years: 20___20___20		0
3 Excess distributions carryover, if any, to 2006:
a From 2001 ___ 794,417
b From 2002 ___ 638,745
c From 2003 ___ 432,491
d From 2004 ___
e From 2005 ___ 139,200
f Total of lines 3a through e	2,004,853
4 Qualifying distributions for 2006 from Part XII, line 4: ► $ ___ 1,237,003			0
a Applied to 2005, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see page 27 of the instructions)		0
c Treated as distributions out of corpus (Election required—see page 27 of the instructions)	0			1,107,140
d Applied to 2005 distributable amount
e Remaining amount distributed out of corpus	129,863			0
5 Excess distributions carryover applied to 2006: (if an amount appears in column (d), the same amount must be shown in column (a))	0
6 Enter the net total of each column as indicated below:
a Corpus, Add lines 3f, 4c, and 4e, Subtract line 5	2,134,716
b Prior years' undistributed income. Subtract 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 line 6c from line 6b. Taxable amount—see page 27 of the instructions		0
e Undistributed income for 2005. Subtract line 4a from line 2a. Taxable amount—see page 27 of the instructions			0
f Undistributed income for 2006. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2007				0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(E) or 4942(g)(3) (see page 28 of the instructions)	0
8 Excess distributions 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

Form 990-PF (2006) EFTA00190070 # Part XIV Private Operating Foundations (see page 28 of the instructions and Part VII-A, 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 described in section □ 4942(0)(3) or □ 4942(0)(5) 2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed b 85% of line 2a c Qualifying distributions from Part XII, line 4 for each year listed d Amounts included in line 2c not used directly for active conduct of exempt activities e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c. 3 Complete 3a, b, or c for the alternative test relied upon: a "Assets" alternative test—enter: (1) Value of all assets (2) Value of assets qualifying under section 4942(0)(3)(B)(i) b "Equipment" alternative test—enter ½ of minimum investment return shown in Part X, line 6 for each year listed c "Support" alternative test—enter: (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942(0)(3)(B)(i) (3) Largest amount of support from an exempt organization (4) Gross investment income # Part XV Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year—see page 28 of the instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(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 ▶ If the foundation only makes contributions to unselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number of the person to whom applications should be addressed: b The form in which applications should be submitted and information and materials they should include: c Any submission deadlines: d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors: EFTA00190071 Form 990-PF (2006) Page 11

Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
Recipient	If recipient is an individual show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
a Paid during the year
Statement 6
Total				1,186,000
b Approved for future payment
Total				0

Form 990-PF (2006) EFTA00190072 Form 990-PF (2006) Page 12 # Part XVII-A Analysis of Income-Producing Activities Enter gross amounts unless otherwise indicated. | | Unrelated business income | Excluded by section 512, 513, or 514 | (e) | | :--- | :---: | :---: | :---: | | (a) Business code | (b) Amount | (c) Exclusion code | (d) Amount | | | | | | Related or exempt function income (See page 98 of the instructions.) | ## 1 Program service revenue: a. ___ 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 asset 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 b. ___ c. ___ d. ___ e. ___ 12 Subtotal. Add columns (b), (d), and (e) 13 Total. Add line 12, columns (b), (d), and (e) (See worksheet in line 13 instructions on page 29 to verify calculations.) ## Part XVII-B Relationship of Activities to the Accomplishment of Exempt Purposes Explain below how each activity for which income is reported in column (e) of Part XVII-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.) N/A Form 990-PF (2006) EFTA00190073 # Part XVII Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1. Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? a. Transfers from the reporting foundation to a noncharitable exempt organization of: (1) Cash . . . . . Form 990-PF (2006) EFTA00190074 FORM 990-PF - Y/E 2/28/07 # STATEMENT 1 Part I, Line 11 **Other Income** Second City Capital Partners I, LP K-1 Entity 94,468 Prior period adjustment 190,000 284,468 # STATEMENT 2 Part I, Line 16(c) **Other Professional Fees** Consulting 50,000 Second City Capital Partners I, L.P. K-1 Entity 120,000 Total 170,000 EFTA00190075 # THE C.O.U.Q. FOUNDATION, INC. FORM 990-PF - Y/E 2/28/07 # STATEMENT 3 ## Other Expenses | | | | :--- | :--- | | Second City Capital Partners L.P. | | | K-1 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 | EFTA00190076 # THE C.O.U.Q. FOUNDATION, INC. EIN FORM 990-PF - Y/E 2/28/07 STATEMENT 4 Part II, Line 13 Other Investments

	Book Value	Fair Market Value
Bear Stearns Asset Backed Securities Partners LP	7,289,911	11,870,413
Second City Capital Partners I, LP	6,136,808	6,144,653
	13,426,719	18,015,066

STATEMENT 5 Part IV, Line 2 Capital Gain Net Income (Loss) Second City Capital Partners I, LP K-1 entity <(52,333) EFTA00190077 STATEMENT 6 ## THE C.O.U.Q. FOUNDATION INC. FORM 990-PF Y/E 2/28/07 PART I, LINE 25 AND PART XV CONTRIBUTIONS PAID

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